2.01 Selection by Committee. Participation in the Plan shall be limited to a select group of management or highly compensated Employees of the Employers who are in a classification of Employees designated by the Committee in its sole discretion. For each Plan Year, the Committee may select from that group, in its sole discretion, the Employees who shall be eligible to make an Annual Participant Deferral in respect of that Plan Year. The Committee’s selection of an Employee to make an Annual Participant Deferral in respect of a particular Plan Year will not entitle that Employee to make an Annual Participant Deferral for any subsequent Plan Year, unless the Employee is again selected by the Committee to make an Annual Participant Deferral for such subsequent Plan Year.

2.02 Enrollment Requirements. As a condition to being eligible to make an Annual Participant Deferral for any Plan Year, each selected Employee shall complete, execute and

return to the Committee or its designated agent an Annual Election Form, a Distribution Election Form and any other form required by the Committee at the time, and in accordance with the terms and conditions, as the Committee may establish from time to time, and in accordance with the requirements of Section 409A of the Code. The Committee may in its discretion permit a Newly Eligible Employee to complete, execute and return to the Committee of its designated agent an Annual Election Form, a Distribution Election Form and any other form required by the Committee no later than 30 days following the date on which such Employee first becomes eligible to participate in the Plan (or such earlier date as the Committee may establish from time to time.

2.03 Commencement of Participation. Provided an Employee selected to make an Annual Participant Deferral in respect of a particular Plan Year has met all enrollment requirements set forth in the Plan and any other requirements imposed by the Committee, including signing and submitting an Annual Election Form, a Distribution Election Form and any other form required by the Committee within the specified time period, the Employee’s designated deferrals shall commence as of the first day of the particular Plan Year (or in the case of a Newly Eligible Employee, as of the date such Employee’s Enrollment Forms are received by the Committee or its designated agent, but no later than 30 days following the date on which such Employee first became eligible to participate in the Plan, provided that such Annual Participant Deferral shall apply only with respect to compensation earned for services performed subsequent to the time such enrollment forms are received by the Committee or its designated agent). If an Employee fails to meet all such requirements within the specified time period with respect to any Plan Year, the Employee shall not be eligible to make any deferrals for that Plan Year.

2.04 Subsequent Elections. The Annual Election Form and the Distribution Election Form submitted by a Participant in respect of a particular Plan Year will not be effective with respect to any subsequent Plan Year. If an Employee is selected to participate in the Plan for a subsequent Plan Year and the required enrollment forms are not timely delivered for the subsequent Plan Year, the Participant shall not be eligible to make any deferrals with respect to such subsequent Plan Year.

3.02 Annual Match. A Participant may be credited with a discretionary matching allocation in respect of any Plan Year, pursuant to and as described in the Annual Enrollment Materials for such Plan Year. Such discretionary matching allocation credited to a Participant in respect of a Plan Year shall be referred to as the Annual Match for that Plan Year and shall be credited to an Annual Match Account in the name of the Participant. A separate Annual Match Account shall be established and maintained for each Annual Match. The Committee shall have sole discretion to determine in respect of each Plan Year and each Participant: (a) whether any Annual Match shall be made; (b) the Participant(s) who shall be entitled to such Annual Match; (c) the amount of such Annual Match; (d) the date(s) on which any portion of such Annual Match shall be credited to each Participant’s Annual Match Account; (e) the vesting terms applicable to such Annual Match; (f) the Investment Option(s) that shall apply to such Annual Match; and (g) any other terms and conditions applicable to such Annual Match.

3.04 Investment Options.

(a) The Committee shall establish from time to time the Investment Option(s) that will be available under the Plan. At any time, the Committee may, in its discretion, add one or more additional Investment Options under the Plan, and in connection with any such addition, may permit Participants to select from among the then-available Investment Options under the Plan to measure the value of such Participants’ Plan Accounts. In addition, the Committee, in its sole discretion, may discontinue any Investment Option at any time, and provide for the portions of Participants’ Plan Accounts and future deferrals designated to the discontinued Investment Option to be reallocated to another Investment Option(s).

(b) Subject to such limitations, operating rules and procedures as may from time to time be required by law; imposed by the Committee, the Trustee or their designated agents; contained elsewhere in the Plan; or set forth in any Annual Enrollment Materials, each Participant may communicate to the Investment Agent a direction (in accordance with this Section 3.04) as to how his or her Plan Accounts should be deemed to be invested among the Investment Options made available by the Committee; provided, however, that a Participant’s ability to select Investment Options with respect to his or her Annual Match Account and Annual Discretionary Allocation Account is subject to, and may be limited by, the Committee’s discretion under Sections 3.02 and 3.03 to designate the Investment Options that shall apply to all or a portion of such Annual Match Account or Annual Discretionary Allocation Account. The Participant’s investment directions shall designate the percentage (in any whole percent multiples, which must total 100%) of the portion of the subsequent contributions to the Participant’s Plan Accounts which is requested to be deemed to be invested in such Investment Options, and shall be subject to the rules set forth below. The Investment Agent shall invest the assets of the Participant’s Plan Accounts in accordance with the directions of the Participant except to the extent that the Committee directs it to the contrary. The Committee has the authority, but not the requirement, in its sole and absolute discretion, to direct that a Participant’s Plan Accounts be invested among such investments as it deems appropriate and advisable, which investments need not be the same for each Participant.

3.05 Adjustment of Plan Accounts. While a Participant’s Plan Accounts do not represent the Participant’s ownership of, or any ownership interest in, any particular assets, the Participant’s Plan Accounts shall be adjusted in accordance with the Investment Option(s), subject to the conditions and procedures set forth herein or established by the Committee from time to time. Any notional cash earnings generated under an Investment Option (such as interest and cash dividends and distributions) shall, at the Committee’s sole discretion, either be deemed to be reinvested in that Investment Option or reinvested in one or more other Investment Option(s) designated by the Committee. All notional acquisitions and dispositions of Investment Options under a Participant’s Plan Accounts shall be deemed to occur at such times as the Committee shall determine to be administratively feasible in its sole discretion and the Participant’s Plan Accounts shall be adjusted accordingly. In addition, a Participant’s Plan Accounts may be adjusted from time to time, in accordance with procedures and practices established by the Committee, in its sole discretion, to reflect any notional transactional costs and other fees and expenses relating to the deemed investment, disposition or carrying of any Investment Option for the Participant’s Plan Accounts. Adjustments made in accordance herewith shall be referred to as Investment Adjustments.

4.01 Unforeseeable Emergencies. If a Participant experiences an Unforeseeable Emergency, the Participant may petition the Committee to suspend any deferrals required to be made by the Participant. A petition shall be made on the form required by the Committee to be used for such request and shall include all financial information requested by the Committee in order to make a determination on such petition, as determined by the Committee in its sole discretion. The Committee shall determine, in its sole discretion, whether to approve the Participant’s petition. If the petition for a suspension is approved, suspension shall take effect

upon the date of approval. Notwithstanding the foregoing, the Committee shall not have any right to approve a request for suspension of deferrals if such approval (or right to approve) would cause the Plan to fail to comply with, or cause a Participant to be subject to a tax under the provisions of Section 409A of the Code.

4.02 Disability. From and after the date that a Participant is deemed have suffered a Disability, any standing deferral election of the Participant shall automatically be suspended and no further deferrals shall be made with respect to the Participant.

4.03 Resumption of Deferrals. If deferrals by a Participant have been suspended during a Plan Year due to an Unforeseeable Emergency or a Disability, the Participant will not be eligible to make any further deferrals in respect of that Plan Year. The Participant may be eligible to make deferrals for subsequent Plan Years provided the Participant is selected to make deferrals for such subsequent Plan Years and the Participant complies with the election requirements under the Plan.

5.04 Payment upon Death of Participant. Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, if a Participant dies before he or she has received a complete distribution of his or her Aggregate Vested Balance, the Participant’s estate shall receive the Participant’s Aggregate Vested Balance, which shall be payable to the Participant’s estate in a lump sum to be made within 90 days of the date on which the Committee is notified in writing of the Participant’s death.

5.06 Payment on a Change in Control. Notwithstanding anything to the contrary set forth in a Participant’s Annual Distribution Election Form or the Plan, upon the occurrence of a Change in Control, the Company will distribute all previously undistributed Plan Accounts to

Participants as soon as administratively practicable following the effective date of such Change in Control.

5.07 Withdrawal in the Event of an Unforeseeable Emergency. In the event that a Participant experiences an Unforeseeable Emergency, the Participant may petition the Committee to receive a partial or full payout of amounts credited to one or more of the Participant’s Plan Accounts. The Committee shall determine, in its sole discretion, whether the requested payout shall be made, the amount of the payout and the Plan Accounts from which the payout will be made; provided, however, that the payout shall not exceed the lesser of the Participant’s Aggregate Vested Balance or the amount reasonably needed to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution. In making its determination under this Section 5.07, the Committee shall be guided by the requirements of Section 409A of the Code and any other related prevailing legal authorities and the Committee shall take into account the extent to which a Participant’s Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by the liquidation by the Participant of his or her assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). If, subject to the sole discretion of the Committee, the petition for a payout is approved, the payout shall be made within 90 days of the date of approval.

5.08 Limited Withdrawal in the Event of Taxation. If, for any reason, all or any portion of a Participant’s benefit under the Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee before a Change in Control, or the trustee of the Trust after a Change in Control, for a distribution of the state, local or foreign taxes owed on that portion of his or her benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld, a Participant’s Employer shall, to the extent permissible under Section 409A of the Code, distribute to the Participant immediately available funds in an amount equal to the state, local and foreign taxes owed on the portion of the Participant’s benefit that has become taxable (which amount shall not exceed a Participant’s unpaid Aggregate Vested Balance under the Plan). If the petition is granted, the tax liability distribution shall be made within 90 days of the date when the Participant’s petition is granted. Such a distribution shall affect and reduce the benefits to be paid under the Plan.

5.09 Valuation of Plan Accounts Pending Distribution. To the extent that the distribution of any portion of any Plan Account is deferred, whether pursuant to the limitations imposed under this Article 5 or for any other reason, any amounts remaining to the credit of the Plan Account shall continue to be adjusted by the applicable Investment Adjustments in accordance with Article 3.

5.10 Form of Payment. Distributions under the Plan shall be paid in cash; provided, however, that the Committee may provide, in its discretion, that any distribution attributable to the portion of a Plan Account that is deemed invested in the Company Stock Fund shall be paid in shares of Company Stock; provided, further, that any shares of Company Stock paid out under the Plan will be deemed to have been distributed under the Ameriprise Financial 2005 Incentive Compensation Plan or any successor thereto and will count against the limit on the number of shares of Company Stock available for distribution thereunder.

6.01 Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the appropriate amounts shall continue to be withheld from the Participant’s compensation pursuant to the Participant’s then current Annual Election Form.

6.02 Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer for any reason to take an unpaid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year. If no election was made for that Plan Year, no deferral shall be withheld.

7.01 Termination. Although an Employer may anticipate that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to discontinue its sponsorship of the Plan and to terminate the Plan, at any time, with respect to its participating Employees by action of its board of directors. In addition, the Company may at any time terminate an Employer’s participation in the Plan. Upon the termination of the Plan with respect to any Employer, subject to Section 5.09, all amounts credited to each of the Plan Accounts of each affected Participant shall be 100% vested and shall be paid to the Participant or, in the case of the Participant’s death, to the Participant’s estate, in a lump sum notwithstanding any elections made by the Participant, and the Annual Election Forms relating to each of the Participant’s Plan Accounts shall terminate upon full payment of such Aggregate Vested Balance, except that neither the Company nor any Employer shall have any right to so accelerate the payment of any amount to the extent such right would cause the Plan to fail to comply with, or cause a Participant to be subject to a tax under, the provisions of Section 409A of the Code.

7.02 Amendment. The Company may, at any time, amend or modify the Plan in whole or in part with respect to any or all Employers by the actions of the Committee; provided, however, that (a) no amendment or modification shall be effective to decrease or restrict the value of a Participant’s Aggregate Vested Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification, (b) no amendment or modification may be made if such amendment or modification would cause the Plan to fail to comply with, or cause a Participant to be subject to tax under the provisions of Section 409A of the Code, and (c) except as specifically provided in Section 7.01, no amendment or modification shall be made after a Change in Control which adversely affects the vesting, calculation or

payment of benefits hereunder or diminishes any other rights or protections any Participant would have had but for such amendment or modification, unless each affected Participant consents in writing to such amendment.

7.03 Effect of Payment. The full payment of the applicable benefit under the provisions of the Plan shall completely discharge all obligations to a Participant and his or her estate under the Plan and each of the Participant’s Annual Election Forms shall terminate.

8.01 Committee Duties. This Plan shall be administered by the Committee. Members of the Committee may be Participants under the Plan. The Committee shall also have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and (b) decide or resolve any and all questions including interpretations of the Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

8.02 Agents. In the administration of the Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.

8.03 Binding Effect of Decisions. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

8.04 Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee, and any Employee to whom duties of the Committee may be delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to the Plan, except in the case of willful misconduct by the Committee or any of its members or any such Employee.

8.05 Employer Information. To enable the Committee to perform its functions, each Employer shall supply full and timely information to the Committee on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee may reasonably require.

9.01 Presentation of Claim. Any Participant or the estate of a deceased Participant (such Participant or estate being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such

Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. The claim must state with particularity the determination desired by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

9.02 Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

9.03 Review of a Denied Claim. Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

9.04 Decision on Review. The Committee shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

9.05 Arbitration. A Claimant’s compliance with the foregoing provisions of this Article 9 is a mandatory prerequisite to a Claimant’s right to commence any arbitration with respect to any claim for benefits under the Plan. Any and all claims that are not resolved to the satisfaction of a Claimant under the above provisions of this Article 9 shall be subject to arbitration conducted in the State of Minnesota, Hennepin County, and shall be administered by, and pursuant to the Commercial Arbitration Rules and Mediation Procedures of, the American Arbitration Association (“AAA”). Unless otherwise provided herein each party shall bear its own costs and expenses in connection with such arbitration and the parties shall contribute equally the arbitrator’s fees. The arbitrator’s decision in any dispute shall be final and binding and shall not be subject to appeal or judicial review.

10.01 Establishment of the Trust. The Company may establish one or more Trusts to which the Employers may transfer such assets as the Employers determine in their sole discretion to assist in meeting their obligations under the Plan.

10.02 Interrelationship of the Plan and the Trust. The provisions of the Plan and the relevant Annual Enrollment Materials shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust.

10.03 Distributions from the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Agreement.

11.01 Status of Plan. The Plan is intended to be (a) a plan that is not qualified within the meaning of Section 401(a) of the Code and (b) a plan that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employee” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent. All Plan Accounts and all credits and other adjustments to such Plan Accounts shall be bookkeeping entries only and shall be utilized solely as a device for the measurement and determination of amounts to be paid under the Plan. No Plan Accounts, credits or other adjustments under the Plan shall be interpreted as an indication that any benefits under the Plan are in any way funded.

11.02 Section 409A of the Code. It is intended that the Plan (including all amendments thereto) comply with provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participants. The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent. Notwithstanding the terms of Article 5, to the extent that a distribution to a Participant who is a Specified Employee at the time of Termination Employment is required to be delayed by six months pursuant to Section 409A of the Code, distribution shall be made no earlier than the six-month anniversary of the Participant’s Termination of Employment. For purposes of the preceding sentence, “Specified Employee” shall mean a key employee as defined under Section 409A of the Code and Section 416(i) of the Code (without regard to paragraph (5) thereof) of the Company (or a controlled group member); the determination of Specified Employees will be based upon a 12-month period ending December 31st of each year, and Participants who are Specified Employees during such 12-month period will be treated as Specified Employees for the 12-month period beginning the next following April 1st.

11.03 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under the Plan, any and all of an Employer’s, assets, shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

11.05 Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Annual Election Form, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Annual Election Form.

11.06 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

11.07 Prior Beneficiary Designations Void. Any beneficiary designations made under the Plan or any predecessor arrangement thereto shall be null and void, and of no effect as of the

effective date hereof. Following the death of a Participant, any payments to be made to the Participant shall be made to such Participant’s estate.

11.08 Not a Contract of Employment. The terms and conditions of the Plan and the Annual Election Form under the Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, except as otherwise provided in a written employment agreement. Nothing in the Plan or any Annual Election Form shall be deemed to give a Participant the right to be retained in the service of any Employer as an Employee or to interfere with the right of any Employer to discipline or discharge the Participant at any time.

11.09 Furnishing Information. A Participant will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

11.10 Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

11.11 Captions. The captions of the articles, sections and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

11.12 Governing Law. Subject to ERISA, the provisions of the Plan shall be construed and interpreted according to the internal laws of the State of Delaware without regard to its conflicts of laws principles.

11.13 Notice. Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

11.14 Successors. The provisions of the Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

11.15 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

11.16 Validity. In case any provision of the Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

11.17 Incompetent. If the Committee determines in its discretion that a benefit under the Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s estate, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

11.18 Insurance. The Employers, on their own behalf or on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Employers or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied for insurance.

11.19 Legal Fees To Enforce Rights After Change in Control. The Company and each Employer is aware that upon the occurrence of a Change in Control, the Board or the board of directors of the Participant’s Employer (which might then be composed of new members) or a stockholder of the Company or the Participant’s Employer, or of any successor corporation might then cause or attempt to cause the Company or the Participant’s Employer or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company or the Participant’s Employer to institute, or may institute, arbitration or litigation seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company, the Participant’s Employer or any successor corporation has failed to comply with any of its obligations under the Plan or any

agreement thereunder or, if the Company, such Employer or any other person takes any action to declare the Plan void or unenforceable or institutes any arbitration, litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company and the Participant’s Employer irrevocably authorize such Participant to retain counsel of his or her choice at the expense of the Company and the Employer (who shall be jointly and severally liable) to represent such Participant in connection with the initiation or defense of any arbitration, litigation or other legal action, whether by or against the Company, the Participant’s Employer or any director, officer, stockholder or other person affiliated with the Company, the Participant’s Employer or any successor thereto in any jurisdiction; provided, however, that in the event that the trier in any such legal action determines that the Participant’s claim was not made in good faith or was wholly without merit, the Participant shall return to the Company any amount received pursuant to this Section 11.19.

*** * * * ***

(b) Subsequent Elections. Subject to any restrictions that may be imposed by the Committee, a Participant may amend his or her Distribution Election with respect to any Plan Account by completing and submitting to the Committee or its designated agent within such time frame as the Committee may designate, an Amended Distribution Election Form; provided, however, except as otherwise provided by Section 5.01(c), that such Amended Distribution Election Form (i) is submitted no later than a date specified by the Committee in accordance with the requirements of Section 409A of the Code, (ii) shall not take effect until 12 months after the date on which such Amended Distribution Election Form becomes effective, and (iii) specifies a new distribution date (or a new initial distribution date in the case of installment distributions) that is no sooner than five years after the original distribution date (or the original initial distribution date in the case of installment distributions), or such later date specified by the Committee. To the extent permitted by the Committee and subject to any restrictions that may be imposed by the Committee, a Participant may amend his or her Distribution Election to change the distribution method from a lump sum to installments or from installments to a lump sum.

(c) Deferral Designations. A Participant may designate the amount of the Annual Participant Deferral to be deducted from his or her Eligible Compensation as specified in the applicable Annual Enrollment Materials for a given Plan Year, which may provide for deferrals to be expressed as either a percentage or a fixed dollar amount of a specified item of Eligible Compensation expected by the Participant, as determined by the Committee. If a Participant designates the Annual Participant Deferral to be deducted from any item of Eligible Compensation as a fixed dollar amount and such fixed dollar amount exceeds the amount of such item of Eligible Compensation actually payable to the Participant, the entire amount of such item of Eligible Compensation shall be withheld.

**(c) Special 2007 Amended Distribution Election. To the extent permitted by the Committee and subject to any restrictions that may be imposed by the Committee, a**

Participant may amend his or her Distribution Election with respect to any Plan Account without having to comply with the requirements of Section 5.01(b) by completing and submitting to the Committee within such time frame as the Committee may designate, an Amended Distribution Election Form; provided, however, that such Amended Distribution Election Form (i) is submitted no later than December 31, 2007, (ii) shall not take effect until January 1, 2008, and (iii) specifies a new distribution date (or a new initial distribution date in the case of installment distributions) that is no sooner than January 1, 2008. This Section 5.01(c) is intended to comply with the transition guidance issued under Section 409A of the Code and shall be administered and interpreted consistent with such intention.

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TABLE OF CONTENTS
AMERIPRISE FINANCIAL, INC. SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Parent Company Only) Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2007
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to

Commission file number 1-32525

AMERIPRISE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of Incorporation or organization)		13-3180631 (I.R.S. Employer Identification No.)
1099 Ameriprise Financial Center Minneapolis, Minnesota (Address of principal executive offices)		55474 (Zip Code)
Registrant's telephone number, including area code (612) 671-3131

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, par value $.01 per share		The New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No ý

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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer,""accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

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

The aggregate market value, as of June 30, 2007, of voting shares held by non-affiliates of the registrant was approximately $14.9 billion. 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 February 15, 2008
Common Stock, par value $.01 per share		226,959,042 shares

DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II and IV: Portions of the registrant's 2007 Annual Report to Shareholders ("2007 Annual Report to Shareholders") Part III: Portions of the registrant's Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on April 23, 2008 ("Proxy Statement").

AMERIPRISE FINANCIAL, INC.
FORM 10-K
INDEX

			Page No.
Part I.
	Item 1.	Business	1
	Item 1A.	Risk Factors	42
	Item 1B.	Unresolved Staff Comments	55
	Item 2.	Properties	55
	Item 3.	Legal Proceedings	56
	Item 4.	Submission of Matters to a Vote of Security Holders	57
Part II.
	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	57
	Item 6.	Selected Financial Data	58
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	58
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	59
	Item 8.	Financial Statements and Supplementary Data	59
		Consolidated Statements of Income—Years ended December 31, 2007, 2006 and 2005	59
		Consolidated Balance Sheets—December 31, 2007 and 2006	59
		Consolidated Statements of Cash Flows—Years ended December 31, 2007, 2006 and 2005	59
		Consolidated Statements of Shareholders' Equity—Years ended December 31, 2007, 2006 and 2005	59
		Notes to Consolidated Financial Statements	59
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	59
	Item 9A.	Controls and Procedures	59
	Item 9B.	Other Information	60
Part III.
	Item 10.	Directors and Executive Officers of the Registrant	60
	Item 11.	Executive Compensation	61
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	61
	Item 14.	Principal Accountant Fees and Services	61
Part IV.
	Item 15.	Exhibits and Financial Statement Schedules	61
	Signatures		63
	Condensed Financial Information of Registrant (Parent Company Only)		F-1
	Exhibit Index		E-1

PART I.

Item 1. Business.

Overview

Ameriprise Financial, Inc. is a holding company incorporated in Delaware primarily engaged in business through its subsidiaries. Accordingly, references below to "we," "us" and "our" may refer to Ameriprise Financial, Inc. exclusively, to our entire family of companies or to one or more of our subsidiaries. Our headquarters are located at 55 Ameriprise Financial Center, Minneapolis, Minnesota 55474. We also maintain executive offices in New York City.

We are engaged in providing financial planning, products and services that are designed to be utilized as solutions for our clients' cash and liquidity, asset accumulation, income, protection, and estate and wealth transfer needs. As of December 31, 2007, we had approximately 2.8 million individual, business and institutional clients and a network of more than 11,800 financial advisors and registered representatives ("affiliated financial advisors"). Our asset management, annuity, and auto and home protection products are also distributed outside of our affiliated financial advisors, through third party advisors and affinity relationships.

We strive to deliver solutions to our clients through an approach focused on building long term personal relationships. We offer financial planning and advice that aims to be responsive to our clients' evolving needs and helps them achieve their identified financial goals by recommending clients' actions and a range of product "solutions" consisting of investment, annuities, insurance, banking and other financial products that position our clients to realize a positive return or form of protection while accepting what they determine to be an appropriate range and level of risk. The financial product solutions we offer through our affiliated advisors include both our own products and services and products of other companies. Our financial planning and advisory process is designed to provide comprehensive advice, when appropriate, to address our clients' cash and liquidity, asset accumulation, income, protection, and estate and wealth transfer needs. We believe that our focus on personal relationships, together with our strengths in financial planning and product development, allows us to better address our clients' financial needs, including the financial needs of our primary target market segment, the mass affluent and affluent, which we define as households with investable assets of more than $100,000. This focus also puts us in a strong position to capitalize on significant demographic and market trends, which we believe will continue to drive increased demand for our financial planning and other financial services.

Our multi-platform network of affiliated financial advisors is the means by which we develop personal relationships with clients. We refer to the affiliated financial advisors who use our brand name (who numbered more than 10,200 at December 31, 2007) as our branded advisors, and those who do not use our brand name but who are affiliated as registered representatives of ours as our unbranded advisors (who numbered over 1,600 at December 31, 2007). Our branded advisor network is also the primary distribution channel through which we offer our investment products and services, as well as a range of banking and protection products. We offer our branded advisors training, tools, leadership, marketing programs and other field and centralized support to assist them in delivering product solutions to clients. We believe our approach not only improves the products and services we provide to clients, but also allows us to reinvest in enhanced services for clients and support available to our affiliated financial advisors. This integrated model also affords us a better understanding of our client base, which allows us to better manage the risk profile of our businesses. We believe our focus on meeting clients' needs through personal financial planning results in more satisfied clients with deeper, longer lasting relationships with our company and higher retention of experienced financial advisors.

During the fourth quarter of 2007, we completed the implementation of an enhanced transfer pricing methodology and expanded the presentation of our financial results from three to five segments to align with the way we view our businesses. All previously reported financial information relating to these segments as reflected herein has been restated to reflect the composition of each new segment.

Our five operating segments are:

•: Advice & Wealth Management;
•: Asset Management;
•: Annuities;
•: Protection; and
•: Corporate & Other.

Our Asset Management segment provides investment advice and investment products to retail and institutional clients. Our domestic U.S. retail investment products are distributed primarily through our Advice & Wealth Management segment and through a growing number of third party distributors.

Our Annuities segment provides RiverSource Life variable and fixed annuity products to our retail clients primarily through our Advice & Wealth Management segment and to the retail clients of unaffiliated advisors through third-party distribution.

Our Corporate & Other segment consists of net investment income on corporate level assets, including excess capital held in RiverSource Life and other unallocated equity and other revenues from various investments as well as unallocated corporate expenses. This segment also included non-recurring costs in 2007, 2006 and 2005 associated with our separation from American Express Company ("American Express"), the last elements of which were expensed in the fourth quarter of 2007.

In 2007, we generated $8.7 billion in total net revenues, $1.0 billion in pretax income and $814 million in net income. At December 31, 2007, we had $480.2 billion in owned, managed and administered assets worldwide compared to $466.3 billion as of December 31, 2006, as follows:

		As of December 31,
Asset Category		As of December 31,
Asset Category		2007		2006
		(in billions)
Owned		$	39.6	$	33.8
Managed			369.6		363.5
Administered			71.0		69.0

	Total	$	480.2	$	466.3

Our Principal Brands

We use two brand names for our businesses: Ameriprise Financial and RiverSource.

We use Ameriprise Financial as our holding company brand, as well as the name of our branded advisor network and certain of our retail products and services. The retail products and services that utilize the Ameriprise brand include some products and services that we provide through our branded advisors (e.g., investment advisory accounts, retail brokerage services and banking products) and some products and services that we market directly to consumers (e.g., personal auto and home insurance).

We use our RiverSource brand for our asset management, annuity, and the majority of our protection products. Products that utilize the RiverSource name include retail and institutional asset management products, annuities and life and disability income insurance products. We believe that using a distinct brand for these products, including our retail mutual funds, permits differentiation from our branded advisor network.

Our Organization

The following is a simplified organizational structure for our company. The current legal entity names are provided for each subsidiary.

Following is a brief description of the business conducted by each subsidiary noted above, as well as the segment or segments in which it primarily operates.

•: Ameriprise Financial Services, Inc. ("AFSI") is our primary financial planning and retail distribution subsidiary, which operates under our Ameriprise Financial brand name. Its results of operations are included in our Advice & Wealth Management segment.
•: American Enterprise Investment Services Inc. ("AEIS") is our registered clearing broker-dealer subsidiary. Brokerage transactions for accounts introduced by AFSI are executed and cleared through AEIS. Its results of operations are included in our Advice & Wealth Management segment.
•: RiverSource Investments, LLC ("RiverSource Investments") serves as investment advisor to our RiverSource® family of mutual funds and to institutional accounts. Its results of operations are included in our Asset Management and Corporate & Other segments.
•: RiverSource Life Insurance Company ("RiverSource Life") conducts its insurance and annuity business in states other than New York. Its results of operations for our annuities business are included primarily in the Annuities segment, and its results of operations with respect to other products it manufactures are reflected primarily in the Protection segment. Investment income on excess capital is reported in the Corporate & Other segment.
•: RiverSource Life Insurance Co. of New York ("RiverSource Life of NY") conducts its insurance and annuity business in the State of New York. Its results of operations for our annuities business are included primarily in the Annuities segment, and its results of operations with respect to other products it manufactures are reflected primarily in the Protection segment. Investment income on excess capital is reported in the Corporate & Other segment. RiverSource Life of NY is a wholly owned subsidiary of RiverSource Life. We refer to RiverSource Life and RiverSource Life of NY as the "RiverSource Life companies."

•: Ameriprise Certificate Company issues a variety of face-amount certificates, which are a type of investment product. Its results of operations are included in the Advice & Wealth Management segment.
•: Ameriprise Bank, FSB ("Ameriprise Bank") offers a variety of consumer banking and lending products and personal trust and related services. Its results of operations are included in the Advice & Wealth Management segment.
•: Ameriprise Trust Company provides trust services to individuals and businesses. It also acts as custodian for the majority of the RiverSource mutual funds. Its results of operations are included in the Asset Management segment.
•: RiverSource Distributors, Inc. ("RiverSource Distributors") is a broker-dealer subsidiary organized to serve as the principal underwriter and distributor for our RiverSource mutual funds, annuities and insurance products sold through AFSI, and our wholly owned subsidiary Securities America, Inc. ("SAI") as well as through third-party channels such as banks and broker-dealer networks. Its results of operations are included in our Asset Management, Annuities and Protection segments.
•: RiverSource Service Corporation is a transfer agent that processes client transactions for our RiverSource mutual funds and Ameriprise face-amount certificates. Its results of operations are included in our Asset Management segment.
•: IDS Property Casualty Insurance Company ("IDS Property Casualty" or "Ameriprise Auto & Home") provides personal auto, home and excess liability insurance products. Ameriprise Insurance Company is also licensed to provide these products. The results of operations of these companies are included in the Protection segment.
•: Securities America Financial Corporation is a holding company for SAI, our retail distribution subsidiary which provides a platform for our unbranded advisors. Its results of operations are included in our Advice & Wealth Management segment.
•: Threadneedle Asset Management Holdings Limited is a holding company for the London-based Threadneedle group of companies ("Threadneedle" or "Threadneedle Investments"), which provide investment management products and services on a basis primarily independent from our other affiliates. Operating under its own brand name, management organization and operating and technology infrastructure, Threadneedle's results of operations are included in our Asset Management segment.

Our Strengths

We believe we are positioned to be the provider of choice for financial planning products and services to a growing base of mass affluent and affluent consumers, particularly as many of them reach retirement. These strengths include our:

•: Strong position in the financial services industry. Over our more than 110-year history, we have established ourselves as a leading provider of financial planning and advice, as well as product solutions designed to help clients plan for and achieve their financial objectives, built on a foundation of personal relationships. As of December 31, 2007, we had $480.2 billion in owned, managed and administered assets and a sales force of more than 11,800 affiliated financial advisors. For the nine months ended September 30, 2007, our variable annuity

products ranked ninth in new sales of variable annuities (according to Morningstar Annuity Research Center). For the nine months ended September 30, 2007, our variable universal life insurance ranked fourth in sales based on total premiums (according to Tillinghast-Towers Perrin's Value™ survey) and our individual disability income insurance (non-cancellable) ranked seventh in sales based on total premiums (according to LIMRA International®).

•: Longstanding and deep client relationships. We believe that our branded advisors' financial planning approach helps to meet our clients' financial needs and fosters deep and long-term client relationships. We estimate that, of those clients who have received a financial plan or who have entered into an agreement to receive and have paid for a financial plan from our branded advisors, over 75% have been with us for three or more years, with an attrition rate of less than 1% per year. Our branded advisor clients with more than $100,000 in assets with us have been with us, on average, more than twelve years. More than 67% of these clients have received a financial plan or have entered into an agreement to receive and have paid for a financial plan and these clients hold an average of more than four products. We believe the depth of our branded advisor client relationships and portion of a client's liquid or investable assets (excluding 401(k) assets, employee stock plans and real estate) is leading in the industry.
•: Personal financial planning and investment advisory approach targeted to the fast-growing mass affluent and affluent market segment. Our branded advisors offer our clients financial planning and other advisory services as well as certain banking and brokerage services. Our branded advisor network included the largest number of CERTIFIED FINANCIAL PLANNER® professionals of any retail advisory force (based on data filed at adviserinfo.sec.gov and documented by the Certified Financial Planner Board of Standards, Inc. as of December 31, 2006). Ameriprise is America's largest financial planning company. We believe our focus on financial planning positions us well to capitalize on the demographic trends in our target segment, particularly as they prepare for retirement. The mass affluent and affluent market segment accounts for about 90% of the $21 trillion of U.S. investable assets (according to the MacroMonitor 2006-2007 consumer survey prepared by SRI Consulting Business Intelligence). We have found that more than 58% of consumers in our target segment are willing to pay a knowledgeable advisor for financial advice to address their immediate and long-term needs in the context of their entire financial situation (MacroMonitor 2006-2007 survey prepared by SRI Consulting Business Intelligence). We believe the financial planning process not only helps us to develop more tailored solutions designed to address our clients' financial needs, but also helps us develop a better understanding of the demographics and trends among our clients. We believe our approach results in increased client satisfaction, longer-term relationships with our clients and better risk profiles in our Protection segment. Our experience has shown that by helping our clients in their efforts to meet their financial needs through our financial planning approach, clients with an implemented financial planning relationship hold approximately three times more invested assets with our company than clients without a financial plan.
•: Large, well-trained sales force with a nationwide presence. At December 31, 2007, we had a nationwide network that included more than 10,200 branded advisors and more than 1,600 unbranded advisors. According to Investment News' 2008 Broker-Dealer Profile, our branded advisor force was determined to be the third largest sales force in the United States in 2007 based on the number of our registered representatives. We offer training designed to instill knowledge of varied product and service offerings and our personalized client focus. We provide tools necessary to help deliver a consistent, disciplined financial planning experience to clients. We believe that the grounding of our branded advisors in our financial planning

model, as well as the resources that our integrated business model offers them, enhances our ability to hire, offer franchises to, and retain financial advisors.

•: Broad product development capability and diversified range of products and services. We develop and manage a broad range of asset accumulation, income and insurance products under the RiverSource and Threadneedle brands. In addition to our RiverSource and Threadneedle families of funds, we are a leading underwriter of variable annuity and life insurance products, and we also underwrite fixed annuities and other products such as disability income and personal auto and home insurance. Under the Ameriprise Brand, we offer certificates, and banking, brokerage and investment advisor/wrap products and services. Complementing our product offerings, we also provide access to a wide range of other companies' products and securities and offer a number of financial planning, banking and related services to help our clients achieve their financial goals. The diversity among our product and service offerings not only assists our affiliated financial advisor network in addressing the varied needs of our clients, but also provides our company with diversification among its sources of revenues and earnings.
•: Strong balance sheet and ratings and comprehensive risk management process. We believe our size, ratings and capital strength provide us with a sound basis for competing in the marketplace. Our strong balance sheet, sound risk management and financial discipline have helped us maintain strong ratings, as well as client and financial advisor confidence in our business. We have a high quality investment portfolio, with only 6% of our invested assets rated below investment grade as of December 31, 2007. In addition, we apply risk management tools to prudently manage our company's risk profile.
•: Experienced management team with sound business and decision-making capabilities. Our senior management team has an average of over 23 years of experience in the financial services industry. We emphasize a performance- and execution-oriented corporate culture. We utilize a consistent decision-making framework to evaluate our existing products and businesses, as well as to prioritize growth opportunities and the associated trade-offs for our company. This framework takes into account four key elements: client needs and behavior, competitor positioning and strategies, our capabilities and risk-return financial metrics.

Our Strategy

As an integrated financial planning and financial services company with a nationwide presence, a diverse set of cash and liquidity, asset accumulation, income, protection, and estate and wealth transfer products and services, and as the leader in financial planning, we believe we are well positioned to further strengthen our offerings to existing and new clients and deliver profitable growth to our shareholders. Our five strategic objectives are:

•

Growing our mass affluent and affluent client relationships. We intend to grow our mass affluent and affluent client base by building our brand awareness, deepening existing client relationships and developing new client relationships.

•: Building brand awareness. We believe having strong Ameriprise brand recognition, built on a consistent message of shaping financial solutions for a lifetime through tailored financial advice, will help us continue to grow. In addition, a strong RiverSource brand will serve to support our product sales efforts through affiliated and unaffiliated advisors. We have invested substantial resources through national advertisers and locally based marketing programs to develop and build awareness of our Ameriprise and RiverSource brands. Our

online presence also played a prominent role in the evolution of our advertising for the Ameriprise brand in 2007. New network and cable television advertising drove consumers to our Ameriprise.com website, and reinforced the message that "Today, more people come to Ameriprise for financial planning than any other company." To increase RiverSource brand awareness among investment professionals, in 2007 RiverSource Investments launched its first advertising campaign, which included a series of print and online advertisements in financial trade publications. We also utilize alliance arrangements to expand awareness of our brands, to support financial advisor recruitment and client acquisition efforts, and to define our advantages for prospective new clients and distribution partners. For more information on our alliances, see "Business—Our Segments—Advice & Wealth Management—Brokerage and Investment Advisory Services—Strategic Alliances and Other Marketing Arrangements" and "Business—Our Segments—Protection—Distribution and Marketing Channels." As of December 31, 2007, we had total Ameriprise brand awareness of 56%.

•: Deepening existing client relationships. Our branded financial advisors take a client-centric approach. To help our branded advisors address the changing needs of our clients, we continue to develop methods for advisors to introduce, when appropriate, non-financial plan clients to the financial planning process and to assist financial planning clients to more fully implement plans they have in place. We are also increasing our efforts to assist our advisors in delivering a consistent and compelling client experience. We have created segmented service offerings, such as Ameriprise Gold Advantage and Ameriprise Platinum Advantage, to provide recognition, special benefits and higher levels of service to our mass affluent and affluent clients. In addition, through the information we learn from supporting our branded advisor network and the market research we conduct with our existing client base, we identify opportunities to build deeper relationships with clients by addressing potentially underserved needs. We believe that deeper, longer-term relationships with our clients foster, among other things, increased satisfaction among our clients and branded financial advisors and greater owned, managed and administered assets. We also believe that strong relationships with existing clients foster the acquisition of new clients through referrals, which has long been a leading source of new clients.
•: Developing new client relationships. We intend to continue to grow our client base, with particular focus on the large and growing mass affluent and affluent market segments. With our tailored approach and diverse range of financial products and services, we believe we are well positioned to address their needs—particularly as they approach retirement, typically a time with heightened needs for a comprehensive financial planning approach. According to the U.S. Census Bureau, between 2000 and 2020, the 45-64 age group—typically the prime financial and asset accumulation years for retirement—is projected to grow by 34%, with most of that growth occurring by 2010. In addition, we provide support to our branded advisors with a wide range of corporate and locally defined client acquisition programs, advisor training, and practice development tools.

•: Strengthening our lead in comprehensive financial planning. We are America's largest financial planning company, and more people come to Ameriprise for financial planning than any other firm. We are strategically focused on building and strengthening this leadership position. We have a range of strategies to grow our lead and increase the number of our financial planning relationships, leveraging our Dream Book® guide and our Dream > Plan > Track >® approach to financial planning and advice. Our approach begins by asking clients to define their dreams and aspirations, then we support them by developing their plan to help them achieve those goals, and we work with them over time to execute against that plan

and track their progress in achieving their goals. We have recently invested substantially in a new set of advisor technology applications and training that we believe will enable them to serve even more clients, in a more integrated way.

•

Delivering profitable growth and productivity in our advisor network. We intend to continue to enhance the productivity of our affiliated financial advisor network, including our branded and unbranded platforms, by providing leading technological tools, client acquisition programs and support, generalist and specialist leadership, and a comprehensive set of products and services. With regard to our branded advisors, we offer support to help them build their practices, and we seek to offer franchises to quality individuals, offering a choice of affiliation (employee, franchisee or employee or contractor of a franchisee). We continue to enhance the support available to our branded advisors in areas such as leadership, technology, training, marketing, financial planning and a broad set of products and services. We charge a fee to our franchisee branded advisors for some of these services. We believe this support helps our branded advisors acquire more of our target clients, deliver a more consistent experience and serve clients with a wide range of products and services. We are continuing our focused recruitment efforts by recruiting individuals who are new to the industry, as well as attracting experienced financial advisors through both individual recruitment and practice acquisitions. Our branded advisor network model provides flexibility to our branded advisors in building and managing their individual practices, which we believe leads to better retention. We design our compensation plans, including our equity compensation plans for employee and franchisee branded advisors, to foster, among other things, greater levels of financial advisor productivity and retention. With regard to our unbranded advisors, who are offered a lower level of firm-provided support in exchange for higher levels of compensation, our strategy is to continue to profitably grow this platform.

•

Growing assets, through strong product solutions, and extending our distribution reach. We have a range of strategies to achieve this objective, including:

•: Expanding our product and service offerings. We plan to continue developing and deploying new products and services designed to address the evolving financial and retirement needs of mass affluent and affluent clients. In 2007, some of our new product solutions included:

Advice & Wealth Management—We launched Active Portfolios® investments—a discretionary wrap account service of which we are the sponsor. These portfolios are actively managed and monitored through a disciplined, quantitative investment process that seeks to provide risk-managed growth or inflation-adjusted income over time. Assets under management in Active Portfolios investments totaled approximately $2.9 billion as of December 31, 2007. In addition, our range of branded banking products and services offered through Ameriprise Bank continues to expand, including client-focused credit card offerings from American Express and MasterCard.

Asset Management—RiverSource Investments introduced the RiverSource Advanced Alpha^SM strategies series of mutual funds which rely upon independent research to invest in combinations of short and long positions—strategies that had previously been available primarily to institutional investors. Other new funds introduced in 2007 include the RiverSource Strategic Income Allocation Fund and the RiverSource Disciplined Large Cap Growth Fund. Through Threadneedle, we have strengthened our international investment

product and service offerings and will continue to expand our international offerings.

Annuities—We introduced a new variable annuity feature called SecureSource^SM rider, an updated version of our optional guaranteed lifetime withdrawal benefit rider that provides for joint as well as single life coverage.

Protection—We introduced the RiverSource Succession Protector^SM, survivorship universal life insurance policy that helps meet the estate planning needs of affluent older Americans. We also launched a new individual disability income insurance product line with higher issue limits for mass affluent and affluent clients, and added Portfolio Navigator, a professionally managed asset allocation and re-balancing option within our variable universal life insurance product.

•

Maintaining consistent investment performance. We believe the foundation of strong investment product offerings is strong investment performance. Our success is demonstrated by the number of mutual funds above Lipper performance medians. Our strategy for maintaining consistent investment performance includes continuing to leverage our top talent and selectively growing our investment management talent pool. We intend to grow our talent pool by organic means (through strengthening of our investment management teams), by external means (through continuing to recruit individuals and teams of investment professionals with strong track records and potentially making opportunistic acquisitions of well-performing investment management firms) and through the utilization of sub-advisors as appropriate. We intend to continue investing in tools and resources to assist both our fixed income and equity investment management teams to improve performance while managing risk effectively through the consistent application of risk management processes. Our fixed income investment management teams utilize BlackRock Solutions®, a leading portfolio management, trading and risk management tool, in better analyzing and isolating the effects of specific factors affecting performance of fixed income portfolios. In equities, we employ a multi-platform approach using highly accountable investment management teams with dedicated analytical and equity trading resources. Each team focuses on particular investment strategies that are accessible through multiple distribution channels, supported by the Charles River equity trading and compliance system. We believe that maintaining consistent investment performance will positively impact long-term growth in our managed assets.

•

Extending our distribution reach. Our distribution reach spans retail advisors, institutional, direct and worksite channels.

•: We reach our retail advisors through our existing wholesaling, sales and marketing capabilities to our affiliated as well as unaffiliated advisors. Ameriprise branded advisors are our primary channel for our cash and liquidity, asset accumulation, income, protection and estate and wealth transfer products and services, and our mutual fund, annuity and insurance products compete with nearly 3,000 funds to earn and gain sales with these advisors. An important part of our growth strategy includes unaffiliated advisors. We are already an established player with sales of RiverSource variable annuities through unaffiliated advisors, and in 2007 we began to distribute RiverSource investment management products through unaffiliated advisors. In addition, we are continuing to expand distribution of Threadneedle products and services through both

our own channels in the United States and third-party retail and institutional channels elsewhere.

•: We compete in institutional channels in the U.S. and internationally with products and services offered by RiverSource Investments, as well as Threadneedle. These offerings include separately managed accounts, hedge funds and sub-advised accounts.
•: Principally with regard to our property and casualty business, we compete in the direct channel as well by forging new alliances. We have marketing alliances with major companies, including Costco Wholesale Corporation ("Costco"), Delta Loyalty Management Services, Inc. ("Delta") and Ford Motor Credit Company, which sponsor programs to acquire and serve new clients and distribute our own products and services.
•: Through our worksite program, Workplace Financial Planning, our Business Alliances group provides corporate clients with personal financial planning services for their employees.
•: For more information about these alliances, see "Business—Our Segments—Advice & Wealth Management—Brokerage and Investment Advisory Services—Business Alliances". In addition, we have expanded our distribution of RiverSource mutual funds through third-party channels, building on our success in distributing RiverSource annuities. Through these efforts, we believe we can grow our client base and increase the volume of products and services that we provide.

•

Maintaining an increasingly strong and efficient operating foundation. This includes enhancing the requisite technology infrastructure, seeking to ensure compliant business practices, ensuring organizational effectiveness and employee satisfaction, focusing our use of capital and expanding operating margins. Our strategies include:

•: Enhancing the requisite technology infrastructure. Operational excellence in technology and service delivery are key enablers in our growth strategy. We target our technology investments to modern, scaleable solutions that serve the needs of clients, advisors and employees with efficiency and dependability. Our primary sites for technology and service delivery are in Minneapolis but much of this work is accomplished through vendor partnerships in the United States, India, Argentina and Canada. While we seek to structure our technology and service delivery operations in a cost-effective manner, we maintain in-house staffing of service delivery personnel who are touchpoints for our advisors and clients, and emphasize internal ownership and staffing of the functions accountable for information technology strategy, architecture and security as well as planning of data and telecommunications equipment and software comprising our entire computing and network infrastructure. We continue to invest in technology that will enable our advisors to more efficiently provide higher levels of service to clients, such as our AdvisorCompass® desktop system.
•: Ensuring compliant business practices. Our corporate values emphasize the need for our employees and financial advisors to act with integrity, in compliance with laws and company policy, and consistent with our obligations to our advisory clients. Propelled by these values, we have designed and implemented a combination of dedicated resources, technology, policies, processes and tools to instill and operate in a strong culture of compliance. Our compliance departments are organized along the lines of our business

units and possess functional groups assigned to policy-making and interpretation, transactional and operations compliance, supervisory oversight, training input, communications, surveillance and investigations.

•: Ensuring organizational effectiveness. Our Human Resources function partners with our various lines of business to attain a world-class organization that is aligned with our goals, objectives and employee needs. We strive to attract, motivate, develop, reward and retain a diverse workforce and emphasize a culture of collaboration and peak performance. Our commercial mindset and passion for delivering effective, value-added programs and initiatives to our employees and affiliated financial advisors enhances our business model.
•: Focusing our use of capital. We continually seek opportunities to deploy capital more efficiently to support our business, while maintaining our strong ratings and capital position. Using our risk management decision-making framework, we regularly review our product pricing and overall risk positioning to properly account for capital requirements and make strategic adjustments to our product mix, pricing and features. All decisions about capital allocation and new product development include an evaluation of efficiency, growth prospects and margin improvement.
•: Expanding operating margins through reengineering. We have a history of producing cost savings in our businesses through a three-pronged reengineering process focused on process improvements, identifying untapped operating synergies and continually reviewing third-party costs, including consolidating or outsourcing some operations. We continued this approach in 2007. For example, we continued to improve our project management and development capabilities by employing best practices such as Capability Maturity Model Integration (CMMI®). Significantly, in November 2007, we were appraised by the Carnegie Mellon® Software Engineering Institute at "Maturity Level 3", the midpoint of five levels, where level three indicates an integrated engineering process. We continue to seek opportunities to reengineer our processes and strive to improve distribution effectiveness and operating efficiency. We believe that improved efficiencies resulting from cost savings will enable us to expand operating margins and free up capital to invest in new growth opportunities.

As we pursue these strategic objectives we expect increasing return on capital to come from disciplined capital utilization, increased operating efficiencies and proactive expense management. In addition, our product and service strategies—together with our efforts to serve our clients as an integrated firm—have facilitated a shift in revenues from our fixed-spread businesses, such as fixed annuities and investment certificates, to fee-based revenues from our RiverSource variable annuity products and financial planning, brokerage, asset management and banking services. This shift is expected to continue and to be significantly less capital-intensive than our historical fixed-spread business.

History and Development

Our company has more than 110 years of history of providing financial solutions designed to help our clients achieve their financial objectives. Our earliest predecessor company, Investors Syndicate, was founded in 1894 to provide face-amount certificates to consumers with a need for conservative investments. By 1937, Investors Syndicate had expanded its product offerings through Federal Housing Authority mortgages, and later, mutual funds, by establishing Investors Mutual, one of the pioneers in the mutual fund industry. In 1949, Investors Syndicate was renamed Investors Diversified Services, Inc., or IDS. In 1957, IDS added life insurance products, and later, annuity

products, through IDS Life Insurance Company (now known as "RiverSource Life Insurance Company"). In 1972, IDS began to expand its distribution network by delivering investment products directly to clients of unaffiliated financial institutions. IDS also introduced its comprehensive financial planning process to clients, integrating the identification of client needs with the products and services to address those needs in the 1970's, and it introduced fee-based planning in the 1980's.

In 1979, IDS became a wholly owned subsidiary of Alleghany Corporation pursuant to a merger. In 1983, our company was formed as a Delaware corporation in connection with American Express' 1984 acquisition of IDS Financial Services from Alleghany Corporation. We changed our name to "American Express Financial Corporation" ("AEFC") and began selling our products and services under the American Express brand in 1994. To provide retail clients with a more comprehensive set of products and services, in the late 1990's we began significantly expanding our offering of mutual funds of other companies. We continued to expand our investment product offerings in 2002 with the acquisition of our Cambridge, Mass.-based quantitative investment management office and the establishment of our Boston equity investment management office. In 2003, we acquired Threadneedle Investments. On September 30, 2005, American Express consummated a distribution of the shares of AEFC to American Express shareholders (the "Distribution"), at which time we became an independent, publicly traded company and changed our name to "Ameriprise Financial, Inc."

In connection with the Distribution, we entered into certain agreements with American Express. The principal agreements consisted of a Separation and Distribution Agreement, a Tax Allocation Agreement, a Marketing and Branding Agreement, and a Stock Purchase Agreement providing for the sale of AMEX Assurance Company to American Express. Although the terms of these agreements generally have expired and are no longer operative, certain terms (such as indemnity obligations, cooperation covenants and obligations to provide information related to contract performance) survive until applicable limitation periods have expired. We believe that we complied with the terms of these agreements, and we have not been notified of any basis for material indemnity claims. Our separation from American Express is complete.

Our Segments—Advice & Wealth Management

Our Advice & Wealth Management segment provides financial planning and advice, as well as full service brokerage and banking services, primarily to retail clients, through our affiliated financial advisors. Our affiliated financial advisors utilize a diversified selection of both proprietary and non-proprietary products to help clients meet their financial needs. A significant portion of revenues in this segment are fee-based, driven by the level of client assets, which is impacted by both market movements and net asset flows. We also earn net investment income on owned assets primarily from certificate and banking products. This segment earns revenues (distribution fees) for distributing non-proprietary products and earns intersegment revenues (distribution fees) for distributing our proprietary products and services to our retail clients. Intersegment expenses for this segment include expenses for investment management services provided by our Asset Management segment. All intersegment activity is eliminated in consolidation. In 2007, 33% of our revenues from external clients were attributable to our Advice & Wealth Management business.

Our Financial Advisor Platform

We provide our clients financial planning and brokerage services through our nationwide network of more than 11,800 affiliated financial advisors. Our network currently includes more than 10,200 branded advisors, of which approximately 2,450 are employees of our company and approximately 7,750 are independent franchisees or employees or contractors of franchisees. Our network also includes approximately 1,600 non-employee SAI unbranded advisors. According to

Investment News' 2008 Broker-Dealer Profile, our branded advisor force was determined to be the third largest sales force in the United States in 2007.

Advisors who use our brand name can affiliate with our company in two different ways. Each affiliation offers different levels of support and compensation, with the rate of commission we pay to each branded advisor determined by a schedule that takes into account the type of service or product provided, the type of branded advisor affiliation and other criteria. The affiliation options are:

•: Employee Advisors. Under this affiliation, a financial advisor is an employee of our company, and we pay compensation competitive with other employee models. We provide our employee advisors a high level of support, including providing them local office space and staff support, in exchange for a lower commission payout rate than our branded franchisee advisors.
•: Branded Franchisee Advisors. Under this affiliation, a financial advisor is an independent contractor franchisee who affiliates with our company and has the right to use our brand name. We pay our branded franchisee advisors a higher payout rate than employee advisors, but they are responsible for paying their own business expenses, such as overhead and any compensation of staff they may employ. These staff may also include associate financial advisors who are employees or contractors of a branded franchisee advisor. In addition, our branded franchisee advisors pay a franchise association fee and other fees in exchange for support we offer and the right to associate with our brand name. The support that we offer to our branded franchisee advisors includes generalist and specialist leadership support, technology platforms and tools, training and marketing programs.

Our strong financial advisor retention speaks to the value proposition we offer advisors. As of December 31, 2007, nearly 40% of our branded advisors had been with us for more than 10 years, with an average tenure of nearly 18 years. Among branded advisors who have been with us for more than 10 years, we have a retention rate of over 96%. We believe this success is driven by the choice we offer branded advisors about how to affiliate with our company, together with our competitive payout arrangements and the distinctive support that helps them build their practices.

Our third platform, the unbranded advisor network served by SAI, offers our own and other companies' mutual funds and variable annuities as well as other investment products and protection products of other companies.

Each of our three platforms of affiliated financial advisors provides our clients access to our diversified set of cash and liquidity, asset accumulation, income, protection, and estate and wealth transfer products and services, as well as a selection of products of other companies, as more fully described below.

Brokerage and Investment Advisory Services

Individual and Family Financial Services

Our branded advisors strive to deliver financial solutions to our advisory clients through an approach focused on building long-term personal relationships through financial planning that's responsive to our clients' evolving needs. In our branded advisor client relationships involving financial plans, we utilize the Certified Financial Planner Board of Standards, Inc.'s defined financial planning process, which involves gathering relevant financial information, setting life goals, examining clients' current financial status and determining a strategy or plan for helping clients meet their goals given

their current situation and future plans. Once we have identified a financial planning client's objectives in cash and liquidity, asset accumulation, income, protection, and estate planning and wealth transfers, we then recommend a solution set consisting of actions—such as paying down debt, increasing savings and investment, creating a will, and including tax qualified formats in the client's allocation of savings and investment—as well as products to address these objectives with clients accepting what they determine to be an appropriate range and level of risk. Our experience has shown that our financial planning relationships with our clients are characterized by an ability to better understand clients' specific needs which enables us to better help our clients meet those needs, achieve higher overall client satisfaction, have more products held and increase assets under management.

Our financial planning clients pay a fixed fee for the receipt of financial planning services. This fee is based on the complexity of a client's financial and life situation and their advisor's particular practice experience, and is not based on or related to, actual investment performance. If clients elect to implement their financial plan with our company, we and our affiliated financial advisors generally receive a sales commission and/or sales load and other revenues for the products that we sell to them. These commissions, sales loads and other revenues are separate from and in addition to financial planning fees we and our affiliated financial advisors may receive. We achieved branded financial planning net cash sales in 2007 of $202 million, a 10% increase over 2006. In addition, sales of financial plans increased in 2007, and approximately 45% of our retail clients have received a financial plan or have entered into an agreement to receive and have paid for a financial plan.

Brokerage and Other Products and Services

We offer our retail and institutional clients a variety of brokerage and other investment products and services.

Our Ameriprise ONE® Financial Account is a single integrated financial management account that combines a client's investment, banking and lending relationships. The Ameriprise ONE Financial Account enables clients to access a single cash account to fund a variety of financial transactions, including investments in mutual funds, individual securities, cash products and margin lending. Additional features of the Ameriprise ONE Financial Account include unlimited check writing with overdraft protection, credit cards, online bill payments, ATM access and a savings account. In 2008, we are introducing a co-branded MasterCard in connection with the Ameriprise ONE Financial Account.

We provide securities execution and clearing services for our retail and institutional clients through our registered broker-dealer subsidiaries. As of December 31, 2007, we administered $71 billion in assets for clients, an increase of $2.0 billion from December 31, 2006. Clients can use our online brokerage service to purchase and sell securities, obtain independent research and information about a wide variety of securities, and use self-directed asset allocation and other financial planning tools. Clients can also contact their financial advisor and access other services. We also offer shares in public, non-exchange traded Real Estate Investment Trusts ("REITs") issued by other companies. We believe we are one of the largest distributors of public non-exchange traded REITs in the United States.

Through our Ameriprise Gold Advantage, we offer special benefits to recognize and reward clients with more than $100,000 invested with us or with at least a $1 million face-amount estate series life insurance policy. Clients with over $500,000 invested with us or a $5 million face-amount estate series life insurance policy may qualify for Ameriprise Platinum Advantage. Clients must meet detailed eligibility and maintenance rules to qualify for and retain Gold or Platinum status. Special benefits may include items such as annual fee waivers on IRA rollovers, quarterly fee waivers on the Ameriprise ONE Financial Account or a fee-waived American Express® Preferred Rewards Gold or Platinum Card (and

in 2008, a co-branded MasterCard), as applicable. Financial planning services are available for a separate fee as described above under "Our Financial Advisor Platform."

Fee-based Investment Advisory Accounts

In addition to purchases of proprietary and non-proprietary mutual funds and other securities on a stand-alone basis, clients may purchase mutual funds, among other securities, in connection with investment advisory fee-based "wrap account" programs or services, and pay fees based on a percentage of their assets. This fee is for the added services and investment advice associated with these accounts. We currently offer both discretionary and non-discretionary investment advisory wrap accounts. In a discretionary wrap account, we (or an unaffiliated investment advisor) choose the underlying investments in the portfolio on behalf of the client, whereas in a non-discretionary wrap account, clients choose the underlying investments in the portfolio based, to the extent the client elects, on the recommendations of their financial advisor. Investors in discretionary and non-discretionary wrap accounts generally pay an asset-based fee (for advice and other services) that is based on the assets held in their wrap accounts as well as any related fees or costs included in the underlying securities held in that account (e.g., underlying mutual fund operating expenses, Rule 12b-1 fees, etc.). A portion of our proprietary mutual fund sales are made through wrap accounts. Client assets held in proprietary mutual funds in a wrap account generally produce higher revenues than client assets held in proprietary mutual funds on a stand-alone basis because, as noted above, we receive an investment advisory fee based on the asset values of the assets held in a wrap account in addition to revenues we normally receive for investment management of the funds included in the account.

We offer three major types of investment advisory accounts under our Ameriprise Premier Portfolio Services ("Premier") program. The largest wrap account service we sponsor within Premier is Ameriprise Strategic Portfolio Service Advantage, a non-discretionary wrap account service. The Strategic Portfolio Service Advantage wrap account program had total client assets under management of $75.1 billion as of December 31, 2007, compared to $63.5 billion as of December 31, 2006. We also sponsor separately managed accounts ("SMAs"), a discretionary wrap account service through which clients invest in strategies offered by us and affiliated and non-affiliated investment managers. SMAs had total client assets under management of $2.3 billion as of December 31, 2007, compared to $2.4 billion as of December 31, 2006. In the first quarter of 2007, we launched Active Portfolios investments, a discretionary mutual fund wrap account service of which we are the sponsor. Our first set of portfolios offered within Active Portfolios investments enables clients to invest in portfolios managed by RiverSource Investments. Additional portfolio offerings are expected to be launched over time. Assets in Active Portfolios accounts as of December 31, 2007 were $2.9 billion.

Mutual Fund Offerings

In addition to the RiverSource Family of Funds, we offer nearly 2,700 mutual funds from more than 220 other mutual fund families on a stand-alone basis and as part of our wrap accounts to provide our clients a broad choice of investment products. In 2007, our retail sales of other companies' mutual funds accounted for a substantial portion of our total retail mutual fund sales. Client assets held in mutual funds of other companies on a stand-alone basis generally produce lower total revenues than client assets held in our own mutual funds, as we are not receiving ongoing investment management fees.

Mutual fund families of other companies generally pay us by sharing a portion of the revenue generated from the sales of those funds and from the ongoing management of fund assets attributable to our clients' ownership of shares of those funds. In exchange for these payments, the mutual fund families of other companies are generally made available through our financial advisors and through

our online brokerage platform. We also receive administrative services fees from most mutual funds sold through our distribution network.

Banking Products

We provide consumer lending and Federal Deposit Insurance Corporation ("FDIC") insured deposit products to our retail clients through our banking subsidiary, Ameriprise Bank, which commenced operations in the third quarter of 2006. Our consumer lending products include first mortgages, home equity loans, home equity lines of credit, investment secured loans and lines of credit and unsecured loans and lines of credit. The majority of bank deposits are in the Ameriprise Personal Savings Account, which is offered in connection with the Ameriprise ONE Financial Account described above in "—Brokerage and Other Products and Services." This product held $500 million in total deposits as of December 31, 2007. We also offer stand-alone checking, savings and money market accounts and certificates of deposit. We believe these products play a key role in our Advice & Wealth Management business by offering our clients an FDIC-insured alternative to other cash products. They also provide pricing flexibility generally not available through money market funds.

To manage our exposure to residential real estate, our originated mortgage and home equity installment loan products are sold to third parties shortly after origination. All other lending products are originated and held on the balance sheet of Ameriprise Bank, with the exception of secured loans and lines of credit, which are held on the balance sheet of Ameriprise Financial. As of December 31, 2007, there were $326 million in home equity line of credit balances, $24 million in investment-secured loan and line of credit balances and $52 million in unsecured balances, net of premiums and discounts.

Ameriprise Bank's strategy and operations are significantly focused on serving the clients of our branded advisors. We distribute our banking products through branded advisor referrals and through our website. We believe that the availability of these products is a competitive advantage and supports our financial advisors in their ability to meet the cash and liquidity needs of our clients. We also provide distribution services for the Personal Trust Services division of Ameriprise Bank. Personal Trust Services provides personal trust, custodial, agency and investment management services to individual and corporate clients of our branded advisors to help them meet their estate and wealth transfer needs. Personal Trust Services also uses some of our investment products in connection with its services.

Face-Amount Certificates

We currently issue four different types of face-amount certificates through Ameriprise Certificate Company, a wholly owned subsidiary that is registered as an investment company under the Investment Company Act of 1940. Owners of our certificates invest funds and are entitled to receive, at maturity or at the end of a stated term, a determinable amount of money equal to their aggregate investments in the certificate plus interest at rates we declare from time to time, less any withdrawals and early withdrawal penalties. For two types of certificate products, the rate of interest is calculated in whole or in part based on any upward movement in a broad-based stock market index up to a maximum return, where the maximum is a fixed rate for a given term, but can be changed at our discretion for prospective terms.

At December 31, 2007, we had $3.8 billion in total certificate reserves underlying our certificate products. Our earnings are based upon the spread between the interest rates credited to certificate holders and the interest earned on the certificate assets invested. A portion of these earnings is used to compensate the various affiliated entities that provide management, administrative and other services to our company for these products. The certificates compete with many other investments offered by

banks (including Ameriprise Bank), savings and loan associations, credit unions, mutual funds, insurance companies and similar financial institutions, which may be viewed by potential customers as offering a comparable or superior combination of safety and return on investment. In times of weak performance in the equity markets, certificate sales are generally stronger.

Business Alliances

We provide workplace financial planning and educational programs to employees of major corporations and small businesses through our Business Alliances group. Our Business Alliances group focuses on helping the individual employees of client companies plan for and achieve their long-term financial objectives. It offers financial planning as an employee benefit supported by educational materials, tools and programs. In addition, we provide training and support to financial advisors working on-site at company locations to present educational seminars, conduct one-on-one meetings and participate in client educational events.

We also provide financial advice service offerings, such as Financial Planning and Executive Financial Services, tailored to discrete employee segments. We believe that demand for employee financial education will remain high, particularly given the continuing trend toward increased employee responsibility for selecting retirement investments, selecting benefit options, and for their overall personal retirement readiness.

Strategic Alliances and Other Marketing Arrangements

We use strategic marketing alliances, local marketing programs for our branded advisors and on-site workshops through our Business Alliances group in order to generate new clients for our financial planning and other financial services.

An important aspect of our strategy is to leverage the client relationships of our other businesses by working with major companies to create alliances that help generate new financial services clients for us. We currently have relationships with Delta, eWomenNetwork, Inc. and Life Time Fitness. In addition to these relationships, we also continue to market products and services directly to consumers holding an American Express Card under our arrangement with American Express.

•: Delta. Our marketing alliance with Delta provides us with the opportunity to market financial planning and advice services to consumers who have a relationship with Delta Air Lines through its Delta SkyMiles program.
•: eWomenNetwork, Inc. Our marketing agreement with eWomenNetwork, Inc. allows us to use multi-channel touch points, from online to seminars and events, to reach their membership base for financial advisor client acquisition opportunities.
•: Life Time Fitness. Through in-club promotions, fine dining events and direct response offers made through Life Time Fitness's Experience Life magazine, we offer financial planning services to a demographically desirable membership base approaching one million members. We also serve as a sponsor for the Life Time Fitness triathlon series.

Our alliance arrangements are generally for a limited duration of one to five years with an option to renew. Additionally, these types of marketing arrangements typically provide that either party may terminate the agreements on short notice, typically within 60 days. We compensate our alliance partners for providing opportunities to market to their clients.

In addition to our alliance arrangements, we have developed a number of local marketing programs for our branded advisors to use in building a client base in their local communities. These include pre-approved seminars, seminar- and event-training and referral tools and training, which are designed to encourage both prospective and existing clients to refer or bring their friends to an event.

Financial Services Center

Our Financial Services Center is a special call center for remote-based sales and service. It provides support for those retail customers who do not have access to or do not desire a face-to-face relationship with a financial advisor. Financial consultants in the Financial Services Center provide personal service and guidance through phone-based interactions and may provide product choices in the context of the client's needs and objectives.

Our Segments—Asset Management

Our Asset Management segment provides investment advice and investment products to retail and institutional clients. RiverSource Investments predominantly provides U.S. domestic products and services, and Threadneedle Investments predominantly provides international investment products and services. U.S. domestic retail products are primarily distributed through our Advice & Wealth Management segment and also through unaffiliated advisors. International retail products are primarily distributed through third parties. Products accessed by consumers on a retail basis include mutual funds, variable product funds underlying insurance and annuity separate accounts, separately managed accounts and collective funds. Asset Management products are also distributed directly to institutions through an institutional sales force. Institutional asset management products include traditional asset classes separate accounts, collateralized loan obligations, hedge funds and property funds. Revenues in this segment are primarily earned as fees based on managed asset balances, which are impacted by both market movements and net asset flows. This segment earns intersegment revenue for investment management services. Intersegment expenses for this segment include distribution expenses for services provided by our Advice & Wealth Management, Annuities and Protection segments. All intersegment activity is eliminated in consolidation. In 2007, 20% of our total revenues from external clients were attributable to our Asset Management business.

At December 31, 2007, our Asset Management segment had $286.6 billion in managed assets worldwide, compared to $294.3 billion at December 31, 2006. Managed assets include managed external client assets and managed owned assets. Managed external client assets include client assets for which we provide investment management services, such as the assets of the RiverSource family of mutual funds, the assets of the Threadneedle funds and assets of institutional clients. Managed assets include assets managed by sub-advisors selected by us. These external client assets are not reported on our Consolidated Balance Sheets. Managed owned assets include certain assets on our Consolidated Balance Sheets (such as the assets of the general account and the RiverSource Variable Product funds held in the separate accounts of our life insurance subsidiaries) for which the Asset Management segment provides management services and recognizes management fees. The assets managed by our Asset Management segment comprise approximately 60% of our consolidated owned, managed and administered assets.

For additional details regarding our managed and administered assets, see "Management's Discussion and Analysis" contained in our 2007 Annual Report to Shareholders.

Investment Management Capabilities and Development

Our investment management teams manage the majority of assets in our RiverSource and Threadneedle families of mutual funds, as well as the assets we manage for institutional clients in separately managed accounts, the general and separate accounts of the RiverSource Life companies and the assets of our face-amount certificate company. These investment management teams also manage assets under sub-advisory arrangements.

We believe that continuing to deliver consistent and strong investment performance will positively impact our assets under management by increasing the competitiveness and attractiveness of many of our investment products. We strive to deliver strong investment performance by supporting our fixed income and equity management teams and investing in the tools and resources to assist them in their investment management activities. We have implemented different approaches to investment management depending on whether the investments in our portfolio are fixed income or equity.

•: Fixed Income. In the United States, our fixed income investment management teams are centralized in Minneapolis, with our leveraged loan team located in Los Angeles. Our fixed income teams are organized by sector. They utilize valuation models with both quantitative and qualitative inputs to drive duration, yield curve and credit decisioning. This sector-based approach creates focused teams organized by expertise and accountable for performance. Portfolio performance is measured in such a way that client interests are optimized and asset managers are incentivized to collaborate, employ best practices and execute in rapid response to changing market and investment conditions consistent with established portfolio management principles.
•: Equity. We have implemented a multi-platform approach to equity asset management using individual, highly accountable investment management teams with dedicated analytical and equity trading resources. Each team focuses on particular investment strategies and product sets. We have investment management teams located in Boston, Cambridge (Massachusetts) and Minneapolis as well as at our affiliates Kenwood Capital Management LLC ("Kenwood") and Threadneedle Investments.

Kenwood is an investment management joint venture we established in 1998. We own 47.7% of Kenwood and Kenwood's investment management principals own 47.5% of the firm, with the remainder held by associate portfolio managers employed by Kenwood. Kenwood investment management services are focused on the small- and mid-cap segments of the U.S. equity market.

Beginning in 2001, we have undertaken major investments to deliver strong investment performance by enhancing investment management leadership, talent and infrastructure.

•: In September 2001, we hired our current Chief Investment Officer, who has 24 years of experience in the financial services industry.
•: In the first quarter of 2002, we formed our Boston investment management team through the strategic hiring of analysts and portfolio managers with substantial experience in the financial services and asset management industries. This investment team is focused on management of twelve of our own large-cap and sector mutual funds using fundamental research as a money management technique. The team assumed management of eight of these funds in 2002.

•: In the third quarter of 2002, we hired a new head of our fixed income investment management, who has 22 years of experience in the asset management industry.
•: In August 2002, we formed our Cambridge investment team following the acquisition of the assets of Dynamic Ideas LLC. Our Cambridge team uses proprietary investment management and asset allocation models to manage money and proprietary optimization techniques to control risk, lower turnover and control costs. Our Cambridge team also developed our proprietary financial planning tool Lifetime Optimizer® path with our financial advice services personnel, which is included in the customized Morningstar® workstations used by our branded advisors. The Cambridge team manages the allocation of certain Active Portfolios investments launched in 2007. Our Cambridge team manages seven retail mutual funds and co-manages eleven funds-of-funds.
•: In the first quarter of 2003, we reorganized our fixed income investment management team around the sector-based approach described above.
•: In September 2003, we acquired Threadneedle Investments, one of the U.K.'s leading investment managers. Threadneedle Investments currently has approximately 130 investment professionals based in London. We restructured our international investment management teams located in London, Singapore and Tokyo and transferred management of our RiverSource global and international equity portfolios to Threadneedle. Threadneedle Investments has performed strongly since our September 2003 acquisition and has increased its managed assets over the period from $81.1 billion at September 30, 2003 to $134.4 billion (which includes $5.6 billion for which Threadneedle served as sub-adviser to RiverSource Investments) at December 31, 2007, or 28%, of our total owned, managed and administered assets for both retail and institutional clients compared to $141.4 billion at December 31, 2006.
•: In 2003, we reorganized our Minneapolis-based resources to provide better support to our deep value equity investment team. Our Minneapolis equity team now manages a significant portion of the assets on our equity platform.
•: In 2004, we implemented BlackRock Solutions, a leading fixed income portfolio management platform. The platform provides assistance in both pre- and post-trade compliance, as well as scenario analytics, and allows our U.S.-based fixed income management teams to better analyze the effects of specific factors affecting performance. The platform also helps our fixed income portfolio managers identify and manage risk according to a multitude of factors on a real-time basis.
•: In 2005, we expanded the role of our head of fixed income investments to include a broad set of our Minneapolis investment teams, including both equity and fixed income. We also closed our San Diego office, allowing us to leverage resources and talent more effectively by focusing our U.S. equity portfolio management and research efforts on our three other U.S. equity platforms.
•: In 2006, we implemented the Charles River equity trading and compliance system, a leading tool that significantly enhances our infrastructure and capabilities.

Taken together, these actions have led us to deliver solid investment performance during the most recent three year period. For the three-year period ended December 31, 2007, 69% of RiverSource internally managed equity mutual funds and 50% of RiverSource fixed income mutual

funds were above the median of their respective Lipper peer groups. For the year ended December 31, 2007, 45% of RiverSource internally managed equity mutual funds and 42% of RiverSource fixed income mutual funds were above the median of their respective Lipper peer groups for one-year performance. In addition to our existing products, we are seeking to take advantage of our investment performance by creating new retail and institutional investment products, including four new RiverSource mutual funds, five managed accounts that follow hedge strategies for specific Threadneedle clients, one Threadneedle long short fund, and two funds within Threadneedle's Open Ended Investment Company ("OEIC") investment products that were launched in 2007. We provide seed money to certain of our investment management teams to develop new products for our institutional clients. In addition, Threadneedle Investments is leading our efforts to develop investment strategies in emerging markets with a China Equity subfund launched in 2007.

Threadneedle Investments

We offer international investment management products and services through Threadneedle Investments. Threadneedle Investments is headquartered in London, England and had 744 employees as of December 31, 2007. The Threadneedle group of companies provides investment management products and services independently from our other affiliates. Threadneedle Investments offers a wide range of asset management products and services, including segregated asset management, mutual funds and hedge funds, to institutional clients as well as to retail clients through intermediaries, banks and fund platforms in Europe. These services comprise most asset classes, including equities, fixed income, cash and real estate. Threadneedle Investments expects to develop additional hedge funds and other products for both the retail and institutional markets as well as to continue its efforts to attract new retail and institutional clients.

Threadneedle Investments also offers investment management products and services to U.S. investment companies and other U.S. institutional clients, including certain RiverSource investment funds. In addition, Threadneedle Investments provides sub-advisory services to the Luxembourg-based fund family of American Express Bank Ltd., a subsidiary of American Express.

Threadneedle acquired Convivo Capital Management in October 2007 in order to further strengthen its alternate investment capabilities.

Asset Management Offerings

Mutual Fund Families—RiverSource and Threadneedle

Our RiverSource family of mutual funds consists of two groups of funds: (1) the RiverSource Funds, a group of retail mutual funds, and (2) the RiverSource Variable Portfolio Funds ("VP Funds"), a group of variable product funds available as investment options in variable insurance and annuity products. We offer the RiverSource Funds to investors primarily through our financial advisor network and to participants in retirement plans through various third-party administrative platforms. In 2007, we began efforts to increase distribution of RiverSource funds through third-party broker-dealer firms, third-party administrative platforms and banks. By the end of the year, we had over 80 selling agreements in place with third parties for our RiverSource funds with cash sales of $351.1 million at December 31, 2007. The VP Funds are available as underlying investment options in our own RiverSource variable annuity and variable life products. Both the RiverSource Funds and the VP Funds include domestic and international equity, fixed income, cash management and balanced funds with a variety of investment objectives. We refer to the RiverSource Funds and the VP Funds, together, as the RiverSource family of mutual funds.

RiverSource Investments introduced several new funds in 2007, including the RiverSource Strategic Income Allocation Fund and the RiverSource Disciplined Large Cap Growth Fund, two single strategy funds that offer additional investment products focused on investors' needs for income and growth, respectively. RiverSource Investments also introduced to retail clients the RiverSource Advanced Alpha strategies series of mutual funds which are available to more affluent individual investors. The funds (the RiverSource 120/20 Contrarian Fund, RiverSource 130/30 U.S. Equity Fund, and the RiverSource Absolute Return Currency and Income Fund) rely upon independent research to invest in combinations of short and long positions—strategies that had previously been available primarily to institutional investors.

At December 31, 2007, the RiverSource family of mutual funds consisted of 103 funds with $86.9 billion in managed assets compared to 99 funds with $81.7 billion at December 31, 2006. The RiverSource Funds had total managed assets at December 31, 2007 of $61.33 billion in 80 funds compared to $59.5 billion at December 31, 2006 in 76 funds. The VP Funds had total managed assets at December 31, 2007 of $25.53 billion in 23 funds compared to $22.2 billion at December 31, 2006 in 23 funds.

RiverSource Distributors acts as the principal underwriter (distributor of shares) for the RiverSource family of mutual funds. In addition, RiverSource Investments acts as investment manager, and several of our subsidiaries perform various services for the funds, including accounting, administrative, transfer agency and custodial services. RiverSource Investments performs investment management services pursuant to contracts with the mutual funds that are subject to renewal by the mutual fund boards within two years after initial implementation, and thereafter, on an annual basis.

RiverSource Investments earns management fees for managing the assets of the RiverSource family of mutual funds based on the underlying asset values. We also earn fees by providing other services to the RiverSource family of mutual funds. RiverSource Funds that are equity or balanced funds have a performance incentive adjustment that adjusts the level of management fees received, upward or downward, based on the fund's performance as measured against a designated external index of peers. This has a corresponding impact on management fee revenue. In 2007, revenues were adjusted upward by $2 million due to performance incentive adjustments. We earn commissions for distributing the RiverSource Funds through sales charges (front-end or back-end loads) on certain classes of shares and distribution and servicing-related (12b-1) fees based on a percentage of fund assets, and receive intercompany allocation payments. This revenue is impacted by our overall asset levels. We experienced net asset inflows in recent quarters due to strong sales growth resulting from strong investment performance, new product introductions and effective wholesaling efforts, reversing the experience of significant outflows of prior years.

The RiverSource family of funds also uses sub-advisors to diversify and enhance investment management expertise. Since the end of 2003, Threadneedle personnel have provided investment management services to the global and international equity funds. Kenwood, one of our affiliates, also provides sub-advisory services to one small-cap RiverSource Fund and one small-cap VP Fund. In addition to Threadneedle Investments and Kenwood, 21 unaffiliated sub-advisors provide investment management services to certain RiverSource funds.

Threadneedle manages two U.K.-domiciled OEICs: Threadneedle Investment Funds ICVC ("TIF") and Threadneedle Specialist Investment Funds ICVC ("TSIF"). TIF and TSIF are collective investment vehicles satisfying the Undertakings for Collective Investment in Transferable Securities directive of the European Union ("UCITS Directive"), and thus are eligible for marketing to the public in the European Union. TIF and TSIF are structured as umbrella companies with a total of 45 (34 and 11, respectively) sub funds covering the world's bond and equity markets as well as money market

funds. TIF is registered for public offer in the U.K., Austria, Belgium, France, Germany, Hong Kong, Luxembourg, Portugal, Spain, Switzerland (30 sub funds only) and the Netherlands. TSIF is registered for public offer in the U.K., Austria, France, Germany, Luxembourg, Portugal, Spain and the Netherlands. In addition, Threadneedle manages six unit trusts which invest into the OEICs, three property unit trusts, one Dublin-based cash OEIC and one property fund of funds.

Separately Managed Accounts

We provide investment management services to pension, profit-sharing, employee savings and endowment funds, accounts of large- and medium-sized businesses and governmental clients, as well as the accounts of high-net-worth individuals and smaller institutional clients, including tax-exempt and not-for-profit organizations. The management services we offer include investment of funds on a discretionary or non-discretionary basis and related services including trading, cash management and reporting.

We offer various fixed income and equity investment strategies for our institutional separately managed accounts clients. Through an arrangement with Threadneedle Investments and our affiliate Kenwood, we also offer certain international and U.S. equity strategies to U.S. clients.

For our investment management services, we generally receive fees based on the market value of managed assets pursuant to contracts that can typically be terminated by the client on short notice. Clients may also pay fees to us based on the performance of their portfolio. At December 31, 2007, we managed a total of $19.3 billion in assets under this range of services.

Management of Institutional Owned Assets

We provide investment management services and recognize management fees for certain assets on our Consolidated Balance Sheets, such as the assets held in the general account of our RiverSource Life companies, the RiverSource Variable Product funds held in the separate accounts of our RiverSource Life companies, and assets held by the Ameriprise Certificate Company. Our fixed income team manages the general account assets according to a strategy designed to provide for a consolidated and targeted rate of return on investments while controlling risk. Separate account assets are managed by both our fixed income and equity teams. The Asset Management segment's management of institutional owned assets for Ameriprise subsidiaries is reviewed by the boards of directors and staff functions of the applicable subsidiaries consistent with regulatory investment requirements. At December 31, 2007, the Asset Management segment managed $33.1 billion of institutional owned assets, compared to $36.8 billion at December 31, 2006.

Management of Collateralized Debt Obligations ("CDOs")

We provide collateral management services to special purpose vehicles that issue CDOs through a dedicated team of investment professionals located in Los Angeles and Minneapolis. CDOs are securities collateralized by a pool of assets, primarily syndicated bank loans and, to a lesser extent, high yield bonds. Multiple tranches of securities are issued by a CDO, offering investors various maturity and credit risk characteristics. Scheduled payments to investors are based on the performance of the CDO's collateral pool. For collateral management of CDOs, we earn fees based on managed assets and, in certain instances, may also receive performance-based fees. At December 31, 2007, we managed $7.8 billion of assets related to CDOs.

Sub-Advisory Services

We serve as sub-advisors to certain offshore mutual funds sponsored by American Express Bank Ltd., a subsidiary of American Express. These funds are organized under the laws of Luxembourg and are advised by American Express Asset Management Company (Luxembourg) Ltd., a subsidiary of American Express. We act as sub-advisor for other domestic and international funds, and are pursuing opportunities to sub-advise additional investment company assets in the U.S. and overseas. As of December 31, 2007, we managed over $2.4 billion in assets in a sub-advisory capacity. Our affiliates, Kenwood and Threadneedle Investments, also serve as sub-advisors to investment companies and other assets.

Hedge Funds

We provide investment advice and related services to private, pooled investment vehicles organized as limited partnerships, limited liability corporations or foreign (non-U.S.) entities. These funds are currently exempt from registration under the Investment Company Act of 1940 and are organized as domestic and foreign funds.

For investment management services, we generally receive fees based on the market value of assets under management, as well as performance-based fees.

Institutional Distribution and Services

We offer separately managed account services to a variety of institutional clients, including pension plans, employee savings plans, foundations, endowments, corporations, banks, trusts, governmental entities, high-net-worth individuals and not-for-profit organizations. We provide investment management services for insurance companies, including our insurance subsidiaries, as well as hedge fund management and other alternative investment products. These alternative investment products include CDOs available through our syndicated loan management group to our institutional clients. We also offer a variety of retirement plan services to institutional clients. We are working to further develop our institutional capabilities, including funding institutional product development by our investment management teams and through the recent expansion of our institutional and sub-advisory sales teams. At December 31, 2007, we managed $71.3 billion of assets for institutional clients.

Retirement Plan Services

We provide a variety of services for our institutional clients who sponsor retirement plans. These services are provided primarily through our trust company subsidiary and one of our broker-dealer subsidiaries.

As of December 31, 2007, $8.8 billion of RiverSource Trust Collective Funds and separate accounts were managed for retirement services clients, compared to $10.2 billion at December 31, 2006. This amount does not include the RiverSource family of mutual funds held in other retirement plans, because these assets are included under assets managed for institutional and retail clients and within the "Asset Management Offerings—Mutual Fund Families—RiverSource and Threadneedle" section above.

On June 1, 2006, our trust company subsidiary completed the sale of its defined contribution recordkeeping business. Our trust company subsidiary continued to provide recordkeeping services to these plans through a transition period that ended in 2007. We continue to manage $10.5 billion of defined contribution assets.

We provide investment management services through collective investment funds provided by our trust company subsidiary. Collective funds are investment funds that are exempt from registration with the Securities and Exchange Commission ("SEC") and offered primarily through banks and other financial institutions to institutional clients such as retirement, pension and profit-sharing plans. We currently serve as investment manager to 45 collective funds covering a broad spectrum of investment strategies. We receive fees for investment management services that are generally based upon a percentage of assets under management rather than performance-based fees. We continue to provide our collective funds to retirement plans that were involved in the sale of our defined contribution recordkeeping business.

In addition to RiverSource Funds and RiverSource Trust Collective Funds, we offer separately managed accounts to our retirement plan clients.

In addition to the investment management services described above, our trust company also acts as custodian, and one of our brokerage subsidiaries acts as broker, for individual retirement accounts, tax-sheltered custodial accounts and other retirement plans for individuals and small-and mid-sized businesses. At December 31, 2007, these tax-qualified assets totaled $100.1 billion.

Our trust company subsidiary also provides institutional asset custodial services primarily to our affiliates providing mutual funds, face-amount certificates, asset management and life insurance. At December 31, 2007, our institutional assets under custody were $113.4 billion. We receive fees for our custody services that are generally based upon assets under custody as well as transaction-related fees for our institutional custody services.

International Distribution

Outside the United States, Threadneedle leads our distribution and is organized along four lines: retail, institutional, alternatives and Zurich.

Retail. The retail business line includes Threadneedle's U.K. mutual fund family, which ranked as the seventh largest retail fund business in the United Kingdom in terms of assets under management at December 31, 2007, according to the Investment Management Association, a trade association for the U.K. investment management industry. Threadneedle sells mutual funds mostly in Europe (primarily the U.K. and Germany) through financial intermediaries and institutions.

Institutional. Threadneedle's institutional business offers separately managed accounts to U.K. and international pension funds and other institutions as well as offering insurance funds. Threadneedle Investments is expanding distribution of its institutional products in Scandinavia, Continental Europe, the Middle East and Asia. At December 31, 2007, Threadneedle Investments had $100.1 billion in managed assets in separately managed accounts (including "—Zurich" assets, as described below) compared to $111.2 billion at December 31, 2006.

Alternatives. The Alternatives section of Threadneedle's business consists of seven long/short equity funds, five managed accounts for specific clients that follow hedge strategies, two funds-of-funds and a fixed income fund. The hedge funds are sold primarily to banks and other managers of funds of hedge funds.

Zurich. Threadneedle's Zurich business comprises the asset management activities undertaken by Threadneedle Investments for Zurich Financial Services Group ("Zurich"). At December 31, 2007, Threadneedle had under management separately managed assets totaling $87.7 billion for Zurich, compared to $96.5 billion at December 31, 2006. Zurich is Threadneedle's single largest client and

represented over 65% of Threadneedle's assets under management as of December 31, 2007. However, the annual fees associated with these assets comprise a substantially lower portion of Threadneedle's revenue. Threadneedle provides investment management products and services to Zurich for assets generated by Zurich through the sale of its life insurance products, variable annuity, pension and general insurance products, as well as other assets on the balance sheet of Zurich. Threadneedle entered into an agreement with Zurich when we acquired Threadneedle Investments in 2003 for Threadneedle to continue to manage certain assets of Zurich. For investment management of the assets underlying Zurich's U.K. life insurance and pension policyholder products (which represent 87% of the assets managed for Zurich as of December 31, 2007), the initial term of the agreement is through October 2011. For investment management of Zurich's other assets, the initial term ended in October 2006 and was extended in connection with a restructuring of the portfolio and a move to more market-aligned rates and terms. The agreement also provided for a property fee review in September 2008. Threadneedle also offers its funds directly or within a multi-manager wrap through an independent U.K. distribution platform operated by Openwork Limited. Threadneedle provides sales and marketing support for these distribution channels.

Our Segments—Annuities

Our Annuities segment provides RiverSource Life variable and fixed annuity products to retail clients primarily distributed through our affiliated financial advisors and to the retail clients of unaffiliated advisors through third-party distribution. Revenues for our variable annuity products are primarily earned as fees based on underlying account balances, which are impacted by both market movements and net asset flows. Revenues for our fixed annuity products are primarily earned as net investment income on assets supporting fixed account balances, with profitability significantly impacted by the spread between net investment income earned and interest credited on the fixed account balances. We also earn net investment income on owned assets supporting reserves for immediate annuities and for certain guaranteed benefits offered with variable annuities and on capital supporting the business. Intersegment revenues for this segment reflect fees paid by our Asset Management segment for marketing support and other services provided in connection with the availability of RiverSource Funds under the variable annuity contracts. Intersegment expenses for this segment include distribution expenses for services provided by our Advice & Wealth Management segment, as well as expenses for investment management services provided by our Asset Management segment. All intersegment activity is eliminated in consolidation. In 2007, 25% of our revenues from external clients were attributable to our Annuities business.

We offer annuity products issued almost exclusively through the RiverSource Life companies. Our products include deferred variable and fixed annuities, in which assets accumulate until the contract is surrendered, the contractholder (or in some contracts, annuitant) dies or the contractholder or annuitant begins receiving benefits under an annuity payout option. We also offer immediate annuities, in which payments begin within one year of issue and continue for life or for a fixed period of time. In addition to the revenues we generate on these products, which are described below, we also receive fees charged on assets allocated to our separate accounts to cover administrative costs, and a portion of the management fees from the underlying investment accounts in which assets are invested, as discussed below under "—Variable Annuities." Investment management performance is critical to the profitability of our RiverSource annuity business as annuity holders have access to multiple investment options within the annuity.

Our branded advisors generally do not offer annuity products of our competitors, except for annuities specifically designed for use in the small employer 401(k) market that are issued by two unaffiliated insurance companies, and except for a limited number of newly recruited advisors who can continue to service and receive commissions on previously placed business with certain approved

unaffiliated insurance companies. Our unbranded advisors at SAI offer annuities from a broader array of insurance companies. Our RiverSource Distributors subsidiary serves as the principal underwriter and distributor of RiverSource annuities through AFSI, SAI, and third-party channels such as banks and broker-dealer networks.

We are one of the largest issuers of annuities in the United States. For the nine months ended September 30, 2007, our variable annuity products ranked ninth in new sales of variable annuities according to Morningstar Annuity Research Center. We continue to expand distribution by delivering annuity products issued by the RiverSource Life companies through non-affiliated representatives and agents of third-party distributors.

We had $11.2 billion of cash sales of RiverSource fixed and variable annuities in 2007, an increase of more than 4% from 2006 as a result of an increase in variable annuities sales, partially offset by a decline in fixed annuity sales. The relative proportion between fixed and variable annuity sales is generally driven by the relative performance of the equity and fixed income markets. In times of lackluster performance in equity markets, fixed sales are generally stronger. In times of superior performance in equity markets, variable sales are generally stronger. The relative proportion between fixed and variable annuity sales is also influenced by product design and other factors. Our recent sales of fixed annuity products have been substantially limited in response to consumer demand and market conditions.

Variable Annuities

A variable annuity provides a contractholder with investment returns linked to underlying investment accounts of the contractholder's choice. These underlying investment options may include the RiverSource VP Funds discussed above as well as variable portfolio funds of other companies. RiverSource variable annuity products inforce offer a fixed account investment option with guaranteed minimum interest crediting rates ranging up to 4% at December 31, 2007.

Our Portfolio Navigator asset allocation program is available under our variable annuities. The Portfolio Navigator program is designed to help a contract purchaser select an asset allocation model portfolio from the choices available under the program, based on the purchaser's stated investment time horizon, risk tolerance and investment goals. We believe the benefits of the Portfolio Navigator asset allocation program include a well-diversified annuity portfolio, disciplined, professionally created asset allocation models, simplicity and ease of use, access to multiple well-known money managers within each model portfolio and automatic rebalancing of the client's contract value on a quarterly basis. The model portfolios under the Portfolio Navigator asset allocation program are designed and periodically updated by our investment management subsidiary, RiverSource Investments, based on recommendations from Morningstar Associates.

Contract purchasers can choose to add various optional benefit provisions to their contracts to meet their needs. These include enhanced guaranteed minimum death benefit provisions, guaranteed minimum withdrawal benefit provisions and guaranteed minimum accumulation benefit provisions. We are continually evaluating client needs and developing new variable annuity product solutions to meet those needs. For example, in 2007 we introduced a new variable annuity feature called SecureSource rider, an updated version of our optional guaranteed lifetime withdrawal benefit rider that provides for joint as well as single life coverage. In general, these features can help protect contractholders and beneficiaries from a shortfall in death or living benefits due to a decline in the value of their underlying investment accounts.

The general account assets of our life insurance subsidiaries support the contractual obligations under the guaranteed benefit provisions the company issues (see "Business—Our Segments—Asset Management—Asset Management Offerings—Management of Institutional Owned Assets" above). As a result, we bear the risk that protracted under-performance of the financial markets could result in guaranteed benefit payments being higher than what current account values would support. Our exposure to risk from guaranteed benefits generally will increase when equity markets decline.

RiverSource variable annuities provide us with fee-based revenue in the form of mortality and expense risk, marketing support and administrative fees, fees charged for optional features elected by the contractholder, and other contract charges. We receive asset management fees for managing the VP Funds underlying our variable annuity products as well as Rule 12b-1 distribution and servicing-related fees from the VP Funds and the underlying funds of other companies. In addition, we receive marketing support payments from the affiliates of other companies' funds included as investment options in our RiverSource variable annuity products.

Fixed Annuities

RiverSource fixed annuity products provide a contractholder with cash value that increases by a fixed or indexed interest rate. Fixed rates are periodically reset at our discretion subject to certain policy terms establishing minimum guaranteed interest crediting rates. Our earnings from fixed annuities are based upon the spread between rates earned on assets purchased with fixed annuity deposits and the rates at which interest is credited to our RiverSource fixed annuity contracts. In 2007, we discontinued new sales of equity indexed annuities.

RiverSource fixed annuity contracts inforce provide guaranteed minimum interest crediting rates ranging from 1.5% to 5.0% at December 31, 2007. New contracts issued provide guaranteed minimum interest rates in compliance with state laws providing for indexed guaranteed rates. As noted above, given prevailing consumer demand and market conditions, our recent sales of fixed annuity products have been substantially limited.

Liabilities and Reserves for Annuities

We must maintain adequate financial reserves to cover the risks associated with guaranteed benefit provisions added to variable annuity contracts in addition to liabilities arising from fixed and variable annuity base contracts. You can find a discussion of liabilities and reserves related to our annuity products in Note 2 to our Consolidated Financial Statements included in our 2007 Annual Report to Shareholders.

Financial Strength Ratings

Our insurance company subsidiaries that issue RiverSource annuity products receive ratings from independent rating agencies. Ratings are important to maintaining public confidence in our insurance subsidiaries and our protection and annuity products. For a discussion of the financial strength ratings of our insurance company subsidiaries, see the "Our Segments—Protection—Financial Strength Ratings" section, below.

Third-Party Distribution Channels

RiverSource annuity products are offered to retail clients through third-party channels, such as Wachovia Securities, Inc., SunTrust Securities, Inc. and Wells Fargo Securities, Inc. As of December 31,

2007, we had distribution agreements for RiverSource annuity products in place with approximately 100 third parties, with annual cash sales of $1.7 billion in 2007.

Our Segments—Protection

We provide a variety of protection products, including life, disability income and property-casualty insurance, to address the identified protection and risk management needs of our retail clients. Life and disability income products are primarily distributed through our branded advisors. Our property-casualty products are sold direct, primarily through affinity relationships. We issue insurance policies through our life insurance subsidiaries and the Property Casualty companies (as defined below under "—Ameriprise Auto & Home Insurance Products").

In 2007, 22% of our revenues from external clients were attributable to our Protection business. Our Protection business generates income from premiums and cost of insurance charges, the spread between our earnings on the investment of assets supporting fixed product reserves and liabilities and the interest credited or accruing to those reserve liabilities, and mortality and expense risk fees, as well as marketing, administrative, servicing and distribution support fees related to the funds underlying our variable life products.

RiverSource Insurance Products

Through the RiverSource Life companies, we are the issuers of both variable and fixed universal life insurance, traditional life insurance including whole life and term life, and disability income insurance (we discontinued underwriting new long term care policies as of December 31, 2002). Universal life insurance is a form of permanent life insurance characterized by its flexible premiums, its flexible death benefit amounts and its unbundling of the pricing factors (i.e., mortality, interest and expenses). Traditional life insurance refers to whole and term life insurance policies that pay a specified sum to a beneficiary upon death of the insured for a fixed premium. Variable universal life insurance combines the premium and death benefit flexibility of universal life with underlying fund investment flexibility and the risks associated therewith.

Our sales of RiverSource individual life insurance in 2007, as measured by scheduled annual premiums, lump sum and excess premiums, consisted of 79% variable universal life, 16% fixed universal life and 5% traditional life. Our RiverSource Life companies issue only non-participating policies, which do not pay dividends to policyholders from the insurer's earnings.

Assets supporting policy values associated with fixed account life insurance and annuity products, as well as those assets associated with fixed account investment options under variable insurance and annuity products (collectively referred to as the "fixed accounts"), are part of the RiverSource Life companies' general accounts. Under fixed accounts, the RiverSource Life companies bear the investment risk. More information on the RiverSource Life companies' general accounts is found under "Business—Our Segments—Asset Management—Asset Management Offerings—Management of Institutional Owned Assets" above.

Variable Universal Life Insurance

The best-selling RiverSource life insurance products are variable universal life insurance policies. Variable universal life provides life insurance coverage along with investment returns linked to underlying investment accounts of the policyholder's choice, options may include RiverSource VP Funds discussed above as well as variable portfolio funds of other companies. RiverSource variable universal life insurance products inforce offer a fixed account investment option with guaranteed minimum

interest crediting rates ranging from 3% to 4.5% at December 31, 2007. For the nine months ended September 30, 2007, RiverSource Life ranked fourth in sales of variable universal life based on total premiums (according to the Tillinghast-Towers Perrin's Value survey).

Fixed Universal Life Insurance and Traditional Whole Life Insurance

Fixed universal life and traditional whole life insurance policies do not subject the policyholder to the investment risks associated with variable universal life insurance.

RiverSource fixed universal life insurance products provide life insurance coverage and cash value that increases by a fixed interest rate. The rate is periodically reset at the discretion of the issuing company subject to certain policy terms relative to minimum interest crediting rates. RiverSource fixed universal life insurance policies inforce provided guaranteed minimum interest crediting rates ranging from 3% to 5% at December 31, 2007. We also offer traditional whole life insurance, which combines a death benefit with a cash value that generally increases gradually in amount over a period of years and does not pay a dividend (non-participating). We have sold very little traditional whole life insurance in recent years.

Term Life Insurance

Term life insurance only provides a death benefit, does not build up cash value and does not pay a dividend. The policyholder chooses the term of coverage with guaranteed premiums at the time of issue. During the chosen term, we can not raise premium rates even if claims experience deteriorates. At the end of the chosen term, coverage may continue with higher premiums until the maximum age is attained, at which point the policy expires with no value.

Disability Income Insurance

Disability income insurance provides monthly benefits to individuals who are unable to earn income at either their occupation at time of disability ("own occupation") or at any suitable occupation ("any occupation") for premium payments that are guaranteed not to change. Depending upon occupational and medical underwriting criteria, applicants for disability income insurance can choose "own occupation" and "any occupation" coverage for varying benefit periods. In 2007, we made available new RiverSource Income Protection and RiverSource Income Protection Plus products, which provide "own occupation" and "any occupation" coverage, respectively, with varying benefit periods up to age 67. In some states, applicants may also choose various benefit provisions to help them integrate individual disability income insurance benefits with social security or similar benefit plans and to help them protect their disability income insurance benefits from the risk of inflation. For the nine months ended September 30, 2007, we were ranked as the seventh largest provider of individual (non-cancellable) disability income insurance based on premiums (according to LIMRA International).

Long Term Care Insurance

As of December 31, 2002, RiverSource Life discontinued underwriting long term care insurance. Our branded financial advisors now sell only long term care insurance of other companies, primarily products offered by one of the Genworth Financial insurance companies. In addition, in May 2003, we began outsourcing claims administration on our existing block of long term care policies to the Genworth Financial insurer.

Beginning in 2004, RiverSource Life and RiverSource Life of NY filed for approval to implement rate increases on most of its existing block of nursing home-only indemnity long term care

insurance policies. Implementation of these rate increases began in early 2005 and we have so far received approval for some or all requested increases in 47 states, with an average approved rate increase of 29.4% of premium on all such policies where an increase was requested.

Beginning in 2007, RiverSource Life and RiverSource Life of NY filed for approval to implement rate increases on most of its existing block of comprehensive reimbursement long term care insurance policies. Implementation of these rate increases began in late 2007 and we have so far received approval for some or all requested increases in 41 states, with an average approved rate increase of 12.4% of premium on all such policies where an increase was requested.

Additional rate increases may be sought with respect to these and other existing blocks of long term care insurance policies, in each case subject to regulatory approval.

Ameriprise Auto & Home Insurance Products

We offer personal auto, home and excess personal liability insurance products through IDS Property Casualty and its subsidiary, Ameriprise Insurance Company (the "Property Casualty companies").

Our Property Casualty companies provide personal auto, home and liability coverage to clients in 42 states and the District of Columbia. In connection with the separation from American Express, we entered into an agreement to sell AMEX Assurance to American Express Travel Related Services Company, Inc. We completed the sale of AMEX Assurance as of September 30, 2007.

Distribution and Marketing Channels

We offer the insurance products of our RiverSource Life companies almost exclusively through our branded financial advisors. Our branded advisors offer insurance products issued almost exclusively by the RiverSource Life companies. In limited circumstances in which we do not offer comparable products or based on risk rating or policy size, our branded advisors may offer insurance products of unaffiliated carriers. We also sell RiverSource Life insurance products through our Financial Services Center.

Our Property Casualty companies do not have field agents; rather, we use co-branded direct marketing to sell our personal auto and home insurance products through alliances with commercial institutions, through affinity groups, and directly to our clients and the general public. Termination of one or more of these alliances could adversely affect our ability to generate new sales and retain existing business. We also receive referrals through our financial advisor network. Our Property Casualty companies have a multi-year distribution agreement with Costco Insurance Agency, Inc., Costco's affiliated insurance agency. Costco members represented 76% of all new policy sales of our Property Casualty companies in 2007. Through other alliances, we market our property casualty products to certain consumers who have a relationship with Delta Air Lines and offer personal auto, home and liability insurance products to customers of Ford Motor Credit Company.

Reinsurance

We reinsure a portion of the insurance risks associated with our life, disability income and long term care insurance products through reinsurance agreements with unaffiliated reinsurance companies. We use reinsurance in order to limit losses, reduce exposure to large risks and provide additional capacity for future growth. To manage exposure to losses from reinsurer insolvencies, we evaluate the financial condition of reinsurers prior to entering into new reinsurance treaties and on a periodic basis

during the terms of the treaties. Our insurance companies remain primarily liable as the direct insurers on all risks reinsured.

Generally, we reinsure 90% of the death benefit liability related to individual fixed and variable universal life and term life insurance products. As a result, the RiverSource Life companies typically retain and are at risk for, at most, 10% of each policy's death benefit from the first dollar of coverage for new sales of these policies, subject to the reinsurer actually paying. The RiverSource Life companies began reinsuring risks at this level during 2001 and 2002 for term life insurance and 2002 and 2003 for variable and universal life insurance. Policies issued prior to these dates are not subject to these reinsurance levels. Generally, the maximum amount of life insurance risk retained by the RiverSource Life companies is $750,000 on any policy insuring a single life and $1.5 million on any flexible premium survivorship variable life policy. For existing long term care policies, RiverSource Life (and RiverSource Life of NY for 1996 and later issues) retained 50% of the risk and ceded on a coinsurance basis the remaining 50% of the risk to a subsidiary of Genworth Financial. Risk on variable life and universal life policies is reinsured on a yearly renewable term basis. Risk on most term life policies starting in 2001 is reinsured on a coinsurance basis, a type of reinsurance in which the reinsurer participates proportionately in all material risks and premiums associated with a policy. See Note 2 to our Consolidated Financial Statements included in our 2007 Annual Report to Shareholders.

Generally, RiverSource Life Insurance Company retains at most $5,000 per month of risk per life on disability income policies sold on policy forms introduced in October, 2007 in most states and reinsures the remainder of the risk on a coinsurance basis with unaffiliated reinsurance companies. RiverSource Life companies retain all risk for new claims on disability income contracts sold on other policy forms. Our insurance companies also retain all risk on accidental death benefit claims and substantially all risk associated with waiver of premium provisions.

We also reinsure a portion of the risks associated with our personal auto and home insurance products through two types of reinsurance agreements with unaffiliated reinsurance companies. We purchase reinsurance with a limit of $4.65 million per loss and we retain $350,000 per loss. We purchase catastrophe reinsurance and retain $10 million of loss per event with loss recovery up to $80 million per event.

Liabilities and Reserves

We must maintain adequate financial reserves to cover the insurance risks associated with the insurance products we issue. Generally, reserves represent estimates of the invested assets that our insurance companies need to hold now to provide adequately for future benefits and expenses. For a discussion of liabilities and reserves related to our insurance products, see Note 2 to our Consolidated Financial Statements included in our 2007 Annual Report to Shareholders.

Financial Strength Ratings

Our insurance subsidiaries receive ratings from independent rating agencies. Ratings are important to maintaining public confidence in our insurance subsidiaries and our protection and annuity products. Lowering of our insurance subsidiaries' ratings could have a material adverse effect on our ability to market our protection and annuity products and could lead to increased surrenders of these products. Rating agencies continually evaluate the financial soundness and claims-paying ability of insurance companies based on a number of different factors.

More specifically, the ratings assigned are developed from an evaluation of a company's balance sheet strength, operating performance and business profile. Balance sheet strength reflects a

company's ability to meet its current and ongoing obligations to its contractholders and policyholders and includes analysis of a company's capital adequacy. The evaluation of operating performance centers on the stability and sustainability of a company's sources of earnings. The business profile component of the rating considers a company's mix of business, market position and depth and experience of management.

RiverSource Life is currently rated as "A+" (Superior) by A.M. Best Company, Inc. and its claims-paying ability/financial strength is rated "Aa3" (Excellent) by Moody's Investors Service, Inc., "AA-" (Very Strong) by Fitch and "AA-" (Very Strong) by Standard & Poor's. Generally, RiverSource Life of NY does not receive an individual rating, but receives the same rating as RiverSource Life.

Our Property Casualty companies receive an A.M. Best rating for the combined Property Casualty companies. The combined Property Casualty companies have received an "A" rating (Excellent) by A.M. Best.

Our Segments—Corporate & Other

Competition

We operate in a highly competitive industry. Because we are a diversified financial services firm, we compete directly with a variety of financial institutions such as registered investment advisors, securities brokers, asset managers, banks and insurance companies depending on the type of product and service we are offering. We compete directly with these entities for the provision of products and services to clients, as well as for our financial advisors and investment management personnel. Our products and services also compete indirectly in the marketplace with the products and services of our competitors.

Our financial advisor force competes for clients with a range of other advisors, broker-dealers and direct channels, including wirehouses, regional broker-dealers, independent broker-dealers, insurers, banks, asset managers, registered investment advisers and direct distributors.

To acquire and maintain owned, managed and administered assets, we compete against a substantial number of firms, including those of the categories listed above. Our mutual funds, like other mutual funds, face competition from other mutual fund families and alternative investment products, such as exchange traded funds. Additionally, for mutual funds, high ratings from rating services, such as Morningstar or Lipper, as well as favorable mention in financial publications, may influence sales and lead to increases in managed assets. As a mutual fund's assets increase, management fee revenue increases and the fund may achieve economies of scale that make it more attractive to investors because of potential resulting reductions in the fund's expense ratio. Conversely, low ratings and negative mention in financial publications can lead to outflows, which reduce management fee revenues and can impede achieving the benefits of economies of scale. Additionally, reputation and brand integrity are becoming increasingly more important as the mutual fund industry generally and certain firms in particular have come under regulatory and media scrutiny. Our mutual fund products compete against products of firms like Fidelity, American Funds and Oppenheimer. Competitive factors affecting the sale of mutual funds include investment performance in terms of attaining the stated objectives of

the particular products and in terms of fund yields and total returns, advertising and sales promotional efforts, brand recognition, investor confidence, type and quality of services, fee structures, distribution, and type and quality of service. Our RiverSource annuity products compete with products from numerous other companies, such as Hartford, MetLife, Lincoln National and Nationwide Financial Services. Competitive factors affecting the sale of annuity products include price, product features, investment performance, commission structure, perceived financial strength, claims-paying ratings, service, brand recognition and distribution capabilities.

Our brokerage subsidiaries compete with securities broker-dealers, independent broker-dealers, financial planning firms, registered investment advisors, insurance companies and other financial institutions in attracting and retaining members of the field force. Competitive factors in the brokerage services business include price, service and execution.

Competitors of our RiverSource Life companies and Property Casualty companies consist of both stock and mutual insurance companies, as well as other financial intermediaries marketing insurance products such as Prudential, Principal Financial, Nationwide, Allstate and State Farm. Competitive factors affecting the sale of life and disability income insurance products include the cost of insurance and other contract charges, the level of premium rates and financial strength ratings from rating agencies such as A.M. Best. Competitive factors affecting the sale of property casualty insurance products include brand recognition, distribution capabilities and product pricing.

Technology

We have an integrated customer management system, which serves as the hub of our technology platform. In addition, we have specialized recordkeeping engines that manage individual brokerage, mutual fund, insurance and banking client accounts. Over the years we have updated our platform to include new product lines such as brokerage, deposit, credit and products of other companies, wrap accounts and e-commerce capabilities for our financial advisors and clients. We also use a proprietary suite of processes, methods, and tools for our financial planning services.

Most of our applications run on a technology infrastructure that we outsourced to IBM in 2002. Under this arrangement, IBM is responsible for all mainframe, midrange and end-user computing operations and a substantial portion of our web hosting and help desk operations. Also, we outsource our voice network operations to AT&T. In addition to these two arrangements, we have outsourced our production support and a portion of our development and maintenance of our computer applications to other firms.

We regularly update our technological capabilities to help maintain an adaptive platform design that will allow a faster, lower-cost response to emerging business opportunities, compliance requirements and marketplace trends. Since 2002, we have upgraded our investment accounting platform for our owned assets, transitioned our wrap account system and transitioned our investment trading platforms to BlackRock Solutions, a leading industry platform, to support our fixed income teams and Charles River to support our equity teams. We also completed a customer analytics and business intelligence capability to enable targeted marketing and identify product sales opportunities. In addition, we completed the upgrade of our mutual fund transfer agent platform in order to help improve compliance, enhance functionality and enable third-party distribution of our own mutual funds.

Our 2007 initiatives included investing in our technology manufacturing processes with an objective of increasing our CMMI maturity. The primary purposes of this investment have been to improve the quality of the systems we deliver, reduce executions costs, and enhance our ability to meet business needs.

In addition to general updating of our technological capabilities as part of the separation from American Express, we installed and implemented an information technology infrastructure to support our enterprise business functions, including customer service and distribution. The separation from American Express' technology infrastructure, which was completed in 2007, included initiatives to separate hardware, applications, network, telecommunications, databases and backup and recovery solutions.

We have developed a comprehensive business continuity plan that covers business disruptions of varying severity and scope and addresses the loss of a geographic area, building, staff, data, and systems and/or telecommunications capabilities. We subject our business continuity plan to review and testing on an ongoing basis and update it as necessary. We require our key technology vendors and service providers to do the same. Under our business continuity plan, we expect to continue to be able to do business and resume operations with minimal service impacts. However, under certain scenarios, the time that it would take for us to recover and to resume operations may significantly increase depending on the extent of the disruption and the number of personnel affected.

Geographic Presence

For years ended December 31, 2007, 2006 and 2005, over 96% of our long-lived assets were located in the United States and over 93% of our revenues were generated in the United States.

Employees

At December 31, 2007, we had 8,750 employees, including 2,453 employee branded advisors (which does not include our branded franchisee advisors or the unbranded advisors of SAI, none of whom are employees of our company). None of our employees are subject to collective bargaining agreements governing their employment with us. We believe that our employee relations are good.

Regulation

Most aspects of our business are subject to extensive regulation by U.S. federal and state regulatory agencies and securities exchanges and by non-U.S. government agencies or regulatory bodies and securities exchanges. Our public disclosure, internal control environment and corporate governance principles are subject to the Sarbanes-Oxley Act of 2002, related regulations and rules of the SEC and the listed company requirements of The New York Stock Exchange, Inc.

We have implemented franchise and compliance standards and strive for a consistently high level of client service. For several years, we have used standards developed by the Certified Financial Planner Board of Standards, Inc., in our financial planning process. We also participated in developing the International Organization for Standardization ("ISO") 22222 Personal Financial Planning Standard published in December 2005. We put in place franchise standards and requirements for our franchisees regardless of location. We have made significant investments in our compliance processes, enhancing policies and procedures to monitor our compliance with the numerous and varied legal and regulatory requirements applicable to our business. These requirements are discussed below. We expect to continue to make significant investments in our compliance efforts.

Since October 2004, investment companies and investment advisers have been required by the SEC to adopt and implement written policies and procedures designed to prevent violation of the federal securities laws and to designate a chief compliance officer responsible for administering these policies and procedures. The SEC and the Financial Industry Regulatory Authority, commonly referred to as FINRA, have also heightened requirements for, and continued scrutiny of, the effectiveness of

supervisory procedures and compliance programs of broker-dealers, including certification by senior officers regarding the effectiveness of these procedures and programs.

Our Advice & Wealth Management business is regulated by the SEC, FINRA, the Commodity Futures Trading Commission, the National Futures Association, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision ("OTS"), state securities regulators and state insurance regulators. Additionally, the U.S. Departments of Labor and Treasury regulate certain aspects of our retirement services business.

AFSI is registered as a broker-dealer and investment adviser with the SEC, is a member of FINRA and does business as a broker-dealer and investment adviser in all 50 states and the District of Columbia. RiverSource Distributors, which serves as the principal underwriter and distributor of our mutual funds, annuities and insurance products, is registered as a broker-dealer with the SEC, each of the fifty states and the District of Columbia, and is a member of FINRA. AFSI and RiverSource Distributors are also licensed as insurance agencies under state law. The SEC and FINRA have stringent rules with respect to the net capital requirements and activities of broker-dealers. Our financial advisors and other personnel must obtain all required state and FINRA licenses and registrations. SEC regulations also impose notice and capital limitations on the payment of dividends by a broker-dealer to a parent. Our subsidiary, American Enterprise Investment Services, Inc., is also registered as a broker-dealer with the SEC and appropriate states and is a member of FINRA and the Boston Stock Exchange and a stockholder in the Chicago Stock Exchange. A subsidiary of our independent financial advisor platform, SAI, is also registered as a broker-dealer and is a member of FINRA. Certain of our subsidiaries also do business as registered investment advisers and are regulated by the SEC and state securities regulators where required.

Ameriprise Certificate Company, our face-amount certificate company, is regulated as an investment company under the Investment Company Act of 1940, as amended. The payment of dividends to our company by Ameriprise Certificate Company is subject to capital requirements under applicable law and understandings with the SEC and the Minnesota Department of Commerce.

Our banking subsidiary, Ameriprise Bank, is subject to regulation by the OTS, which is the primary regulator of federal savings banks, and by the FDIC in its role as insurer of Ameriprise Bank's deposits. As its controlling company, we are a savings and loan holding company, and we are subject to supervision by the OTS. Furthermore, our ownership of Threadneedle Investments subjects us to the EU Financial Conglomerates Directive to designate a global consolidated supervisory regulator, and we have designated the OTS for this purpose. Because of our status as a savings and loan holding company, our activities are limited to those that are financial in nature, and the OTS has authority to oversee our capital and debt, although there are not specific holding company capital requirements. Ameriprise Bank is subject to specific capital rules and if its capital falls below certain levels, the OTS is required to take certain remedial actions and may take other actions, including the imposition of limits on dividends or business activities, and the OTS could direct us to divest the subsidiary. Ameriprise Bank is also subject to limits on capital distributions, including payment of dividends to us and on transactions with affiliates. In addition, an array of community reinvestment, fair lending, and other consumer protection laws and regulations apply to Ameriprise Bank. Either of the OTS or the FDIC may bring administrative enforcement actions against Ameriprise Bank or its officers, directors or employees if any of them are found to be in violation of the law or engaged in an unsafe or unsound practice.

Compliance with these and other regulatory requirements adds to the cost and complexity of operating our business. In addition, the SEC, OTS, U.S. Departments of Labor and Treasury, FINRA, other self-regulatory organizations and state securities, banking and insurance regulators may conduct

periodic examinations. We may or may not receive advance notice of periodic examinations, and these examinations may result in administrative proceedings, which could lead to, among other things, censure, fine, the issuance of cease-and-desist orders or suspension or expulsion of a broker-dealer or an investment adviser and its officers or employees. Individual investors also can bring complaints against our company and can file those complaints with regulators. Because our independent contractor branded advisor platform is structured as a franchise system, we are also subject to Federal Trade Commission and state franchise requirements.

Our Asset Management business is regulated by the SEC and the U.K. Financial Services Authority ("FSA"). Our European fund distribution activities are also subject to local country regulations.

Our trust company is primarily regulated by the Minnesota Department of Commerce (Banking Division) and is subject to capital adequacy requirements under Minnesota law. It may not accept deposits or make personal or commercial loans. As a provider of products and services to tax-qualified retirement plans and IRAs, certain aspects of our business, including the activities of our trust company, fall within the compliance oversight of the U.S. Departments of Labor and Treasury, particularly the Employee Retirement Income Security Act of 1974, commonly referred to as ERISA, and the tax reporting requirements applicable to such accounts.

The Minnesota Department of Commerce (Insurance Division), the Wisconsin Office of the Commissioner of Insurance and the New York State Insurance Department (the "Domiciliary Regulators") regulate certain of the RiverSource Life companies, IDS Property Casualty, and Ameriprise Insurance Company depending on each company's state of domicile, which affects both our Protection and Annuities segments. The New York State Insurance Department regulates RiverSource Life of NY. In addition to being regulated by their Domiciliary Regulators, our RiverSource Life companies and Property Casualty companies are regulated by each of the insurance regulators in the states where each is authorized to transact the business of insurance. Other states also regulate such matters as the licensing of sales personnel and, in some cases, the underwriting, marketing and contents of insurance policies and annuity contracts. The primary purpose of such regulation and supervision is to protect the interests of contractholders and policyholders. Financial regulation of our RiverSource Life companies and Property Casualty companies is extensive, and their financial and intercompany transactions (such as intercompany dividends, capital contributions and investment activity) are often subject to pre-notification and continuing evaluation by the Domiciliary Regulators. Virtually all states require participation in insurance guaranty associations which assess fees to insurance companies in order to fund claims of policyholders and contractholders of insolvent insurance companies.

The National Association of Insurance Commissioners ("NAIC") defines risk-based capital ("RBC") requirements for insurance companies. The RBC requirements are used by the NAIC and state insurance regulators to identify companies that merit regulatory actions designed to protect policyholders. Our RiverSource Life companies and Property Casualty companies would be subject to various levels of regulatory intervention should their total adjusted statutory capital fall below the RBC requirement. At the "company action level," defined as total adjusted capital level between 100% and 75% of the RBC requirement, an insurer must submit a plan for corrective action with its primary state regulator. The "regulatory action level," which is between 75% and 50% of the RBC requirement, subjects an insurer to examination, analysis and specific corrective action prescribed by the primary state regulator. If a company's total adjusted capital falls between 50% and 35% of its RBC requirement, referred to as "authorized control level," the insurer's primary state regulator may place the insurer under regulatory control. Insurers with total adjusted capital below 35% of the requirement will be placed under regulatory control.

RiverSource Life, IDS Property Casualty and Ameriprise Insurance Company maintain capital well in excess of the company action level required by their state insurance regulators. For RiverSource Life, the company action level RBC was $442 million as of December 31, 2007, and the corresponding total adjusted capital was $3.0 billion, which represents 683% of company action level RBC. As of December 31, 2007, the company action level RBC was $117 million for IDS Property Casualty and $2 million for Ameriprise Insurance Company. As of December 31, 2007, IDS Property Casualty had $424 million of total adjusted capital, or 362% of the company action level RBC, and Ameriprise Insurance Company had $49 million of total adjusted capital, or 2432% of the company action level RBC.

At the federal level, there is periodic interest in enacting new regulations relating to various aspects of the insurance industry, including taxation of annuities and life insurance policies, accounting procedures, the use of travel in underwriting, and the treatment of persons differently because of gender with respect to terms, conditions, rates or benefits of an insurance policy. Adoption of any new federal regulation in any of these or other areas could potentially have an adverse effect upon our RiverSource Life companies.

Client Information

Many aspects of our business are subject to increasingly comprehensive legal requirements by a multitude of different functional regulators concerning the use and protection of personal information, particularly that of clients, including those adopted pursuant to the Gramm-Leach-Bliley Act, the Fair and Accurate Credit Transactions Act and an ever increasing number of state laws. We have implemented policies and procedures in response to such requirements. We continue our efforts to safeguard the data entrusted to us in accordance with applicable law and our internal data protection policies, including taking steps to reduce the potential for identity theft or other improper use or disclosure of personal information, while seeking to collect and use data to properly achieve our business objectives and to best serve our clients.

General

The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, commonly referred to as the USA Patriot Act, was enacted in October 2001 in the wake of the September 11th terrorist attacks. The USA Patriot Act substantially broadened existing anti-money laundering legislation and the extraterritorial jurisdiction of the United States. In response, we have enhanced our existing anti-money laundering programs and developed new procedures and programs. For example, we have implemented a customer identification program applicable to many of our businesses, and have enhanced our "know your customer" and "enhanced due diligence" programs in others. We intend to take steps to comply with any additional regulations that are adopted. In addition, we have taken and will take steps to comply with anti-money laundering in the U.K. derived from the EU Directives and take account of international initiatives adopted in other jurisdictions in which we conduct business.

We have operations in the EU through Threadneedle Investments and certain of our other subsidiaries. We monitor developments in EU legislation, as well as in the other markets in which we operate, to ensure that we comply with all applicable legal requirements, including EU directives applicable to financial institutions. Because of the mix of Asset Management, Advice & Wealth Management, Annuities and Protection activities we conduct, we will be addressing the EU Financial Conglomerates Directive, which contemplates that certain financial conglomerates involved in banking, insurance and investment activities will be subject to a system of supplementary supervision at the level of the holding company constituting the financial conglomerate. The directive requires financial

conglomerates to, among other things, implement measures to prevent excessive leverage and multiple leveraging of capital and to maintain internal control processes to address risk concentrations as well as risks arising from significant intragroup transactions. We have designated the OTS as our global consolidated supervisory regulator under the EU Financial Conglomerates Directive.

SECURITIES EXCHANGE ACT REPORTS AND ADDITIONAL INFORMATION

We maintain an Investor Relations website on the Internet at http://ir.ameriprise.com. We make available free of charge, on or through this website, our annual, quarterly and current reports and any amendments to those reports as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC. To access these, just click on the "SEC Filings" link found on our Investor Relations homepage.

You can also access our Investor Relations website through our main website at ameriprise.com by clicking on the "Investor Relations" link, which is located at the bottom of our homepage or by visiting ir.ameriprise.com. Information contained on our website is not incorporated by reference into this report or any other report filed with the SEC.

SEGMENT INFORMATION AND CLASSES OF SIMILAR SERVICES

You can find information regarding our operating segments and classes of similar services in Note 26 to our Consolidated Financial Statements included in our 2007 Annual Report to Shareholders and incorporated herein by reference.

EXECUTIVE OFFICERS OF OUR COMPANY

Set forth below is a list of all our executive officers and our principal accounting officer as of the date this Annual Report on Form 10-K has been filed with the SEC. None of such officers has any family relationship with any other executive officer or our principal accounting officer, and none of such officers became an officer pursuant to any arrangement or understanding with any other person. Each such officer has been elected to serve until the next annual election of officers or until his or her successor is elected and qualified. Each officer's age is indicated by the number in parentheses next to his or her name.

James M. Cracchiolo—Chairman and Chief Executive Officer

Mr. Cracchiolo (49) has been our Chairman and Chief Executive Officer since the Distribution in September 2005. Prior to that time, Mr. Cracchiolo was Chairman and Chief Executive Officer of AEFC since March 2001; President and Chief Executive Officer of AEFC since November 2000; and Group President, Global Financial Services of American Express since June 2000. He served as Chairman of American Express Bank Ltd. from September 2000 until April 2005 and served as President and Chief Executive Officer of Travel Related Services International from May 1998 through July 2003. He is also currently on the board of advisors of the March of Dimes.

Joseph E. Sweeney—President—Financial Planning, Products and Services

Mr. Sweeney (46) has been our President—Financial Planning, Products and Services since September 2005. Prior to the Distribution, Mr. Sweeney served as Senior Vice President and General Manager of Banking, Brokerage and Managed Products of AEFC since April 2002. Prior thereto, he served as Senior Vice President and Head, Business Transformation, Global Financial Services of American Express from March 2001 until April 2002.

William F. Truscott—President—U.S. Asset Management, Annuities and Chief Investment Officer

Mr. Truscott (47) has been our President—U.S. Asset Management and Chief Investment Officer since September 2005. Prior to the Distribution, Mr. Truscott served as Senior Vice President and Chief Investment Officer of AEFC, a position he held since he joined the company in September 2001.

Walter S. Berman—Executive Vice President and Chief Financial Officer

Mr. Berman (65) has been our Executive Vice President and Chief Financial Officer since September 2005. Prior to the Distribution, Mr. Berman served as Executive Vice President and Chief Financial Officer of AEFC, a position he held since January 2003. From April 2001 to January 2004, Mr. Berman served as Corporate Treasurer of American Express.

Kelli A. Hunter—Executive Vice President of Human Resources

Ms. Hunter (46) has been our Executive Vice President of Human Resources since September 2005. Prior to the Distribution, Ms. Hunter served as Executive Vice President of Human Resources of AEFC since joining our company in June 2005. Prior to joining AEFC, Ms. Hunter was Senior Vice President—Global Human Capital for Crown Castle International Corporation in Houston, Texas. Prior to that, she held a variety of senior level positions in human resources for Software Spectrum, Inc., Mary Kay, Inc., as well as Morgan Stanley Inc. and Bankers Trust New York Corporation.

John C. Junek—Executive Vice President and General Counsel

Mr. Junek (58) has been our Executive Vice President and General Counsel since September 2005. Prior to the Distribution, Mr. Junek served as Senior Vice President and General Counsel of AEFC since June 2000.

Glen Salow—Executive Vice President—Technology and Operations

Mr. Salow (51) has been our Executive Vice President—Technology and Operations since September 2005. Prior to the Distribution, Mr. Salow was Executive Vice President of Technologies and Operations of AEFC since May 2005 and was Executive Vice President and Chief Information Officer of American Express from March 2000 to May 2005.

Kim M. Sharan—Executive Vice President and Chief Marketing Officer

Ms. Sharan (50) has been our Executive Vice President and Chief Marketing Officer since September 2005. Prior to the Distribution, Ms. Sharan served as Senior Vice President and Chief Marketing Officer of AEFC since July 2004. Prior thereto, she served as Senior Vice President and Head of Strategic Planning of the Global Financial Services Division of American Express from October 2002 until July 2004. Prior to joining American Express, Ms. Sharan was Managing Director at Merrill Lynch in Tokyo, Japan, from February 2000 until September 2002.

Deirdre N. Davey—Senior Vice President—Corporate Communications and Community Relations

Ms. Davey (37) has been our Senior Vice President—Corporate Communications and Community Relations since February 2007. Previously, Ms. Davey served as Vice President—Corporate Communications since May 2006. Prior thereto, Ms. Davey served as Vice President—Business Planning and Communications for our Chairman's Office, and prior to the Distribution, she served as

Vice President—Business Planning and Communications for the Group President, Global Financial Services at American Express. Ms. Davey has more than 15 years of experience in marketing, business planning and corporate communications.

John R. Woerner—President—Insurance and Chief Strategy Officer

Mr. Woerner (39) has been our Senior Vice President—Strategy and Business Development since September 2005. Prior to the Distribution, Mr. Woerner served as Senior Vice President—Strategic Planning and Business Development of AEFC since March 2005. Prior to joining us, Mr. Woerner was a Principal at McKinsey & Co., where he spent approximately ten years serving leading U.S. and European financial services firms, and co-led McKinsey's U.S. Asset Management Practice.

David K. Stewart—Senior Vice President and Controller (Principal Accounting Officer)

Mr. Stewart (54) has been our Senior Vice President and Controller since September 2005. Prior to the Distribution, Mr. Stewart served as Vice President and Controller of AEFC and its subsidiaries since June 2002, when he joined American Express. Prior thereto, Mr. Stewart held various management and officer positions in accounting, financial reporting and treasury operations at Lutheran Brotherhood, now part of Thrivent Financial for Lutherans, where he was Vice President—Treasurer from 1997 until 2001.

Item 1A. Risk Factors.

If any of the following risks and uncertainties develops into actual events, these events could have a material adverse effect on our business, financial condition or results of operations. In such case, the trading price of our common stock could decline. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our company in each of these categories of risk. However, the risks and uncertainties our company faces are not limited to those described below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

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.

Our financial condition and results of operations may be materially affected by market fluctuations and by economic and other factors. Many such factors of a global or localized nature include: political, economic and market conditions; the availability and cost of capital; the level and volatility of equity prices, commodity prices and interest rates; currency values and other market indices; technological changes and events; the availability and cost of credit; inflation; investor sentiment and confidence in the financial markets; terrorism events and armed conflicts; and natural disasters such as weather catastrophes and widespread health emergencies. Furthermore, changes in consumer economic variables, such as the number and size of personal bankruptcy filings, the rate of unemployment, decreases in property values, and the level of consumer confidence and consumer debt, may substantially affect consumer loan levels and credit quality, which, in turn, could impact the results of our banking business. These factors also may have an impact on our ability to achieve our strategic objectives.

Our businesses may be adversely affected by the current global credit crisis and repricing of credit risk. During the last half of our fiscal year ended December 31, 2007, difficulties in the mortgage and broader credit markets in the United States and elsewhere, coupled with the repricing of credit risk, created extremely difficult market conditions. These conditions resulted in greater volatility, less liquidity, variability of credit spreads and a lack of price transparency. By example, the widening of credit spreads has significantly impacted certain market-value structured investment vehicles and other structured credit products, which have experienced rapid deterioration in value and/or failures to meet scheduled payments based on declines in the market value of underlying collateral pools, increased costs or unavailability of credit default hedges or liquidity to their structures, and/or the triggering of covenants that accelerate the amortization or liquidation of these structures. Each of our segments operates in these markets with exposure for ourselves and our clients in securities, loans, derivatives, alternative investments, seed capital and other commitments. The difficult and highly volatile conditions in the markets persist. It is difficult to predict how long these conditions will exist, which of our markets, products and businesses will continue to be directly affected in revenues, management fees and investment valuations and earnings, and to what extent our clients may seek to bring claims arising out of investment performance. As a result, these factors could materially adversely impact our results of operations.

Certain of our insurance and annuity products and certain of our investment and banking products are sensitive to interest rate fluctuations, and our future costs associated with such variations may differ from our historical costs. In addition, interest rate fluctuations could result in fluctuations in the valuation of certain minimum guaranteed benefits contained in some of our variable annuity products. Although we typically hedge against such fluctuations, a significant change in interest rates could have a material adverse impact on our results of operations.

During periods of increasing market interest rates, we must offer higher crediting rates on interest-sensitive products, such as fixed universal life insurance, fixed annuities, face-amount certificates and certificates of deposit, and we must increase crediting rates on inforce products to keep these products competitive. Because returns on invested assets may not increase as quickly as current interest rates, we may have to accept a lower spread and thus lower profitability or face a decline in sales and greater loss of existing contracts and related assets. In addition, increases in market interest rates may cause increased policy surrenders, withdrawals from life insurance policies, annuity contracts and certificates of deposit and requests for policy loans, as policyholders, contractholders and depositors seek to shift assets to products with perceived higher returns. This process may lead to an earlier than expected flow of cash out of our business. Also, increases in market interest rates may result in extension of certain cash flows from structured mortgage assets. These withdrawals and surrenders may require investment assets to be sold at a time when the prices of those assets are lower because of the increase in market interest rates, which may result in realized investment losses. Increases in crediting rates, as well as surrenders and withdrawals, could have an adverse effect on our financial condition and results of operations. An increase in surrenders and withdrawals also may require us to accelerate amortization of deferred acquisition costs or other intangibles or cause an impairment of goodwill, which would increase our expenses and reduce our net earnings.

During periods of falling interest rates, our "spread," or the difference between the returns we earn on the investments that support our obligations under these products and the amounts that we must pay policyholders, contractholders and depositors, may be reduced or could become negative, primarily because some of these products have guaranteed minimum crediting rates. Due to the long-term nature of the liabilities associated with certain of our businesses, such as fixed annuities and guaranteed benefits on variable annuities, sustained declines in long-term interest rates may subject us to reinvestment risks and increased hedging costs.

Interest rate fluctuations also could have an adverse effect on the results of our investment portfolio. During periods of declining market interest rates, the interest we receive on variable interest rate investments decreases. In addition, during those periods, we are forced to reinvest the cash we receive as interest or return of principal on our investments in lower-yielding high-grade instruments or in lower-credit instruments to maintain comparable returns. Issuers of certain callable fixed income securities also may decide to prepay their obligations in order to borrow at lower market rates, which increases the risk that we may have to invest the cash proceeds of these securities in lower-yielding or lower-credit instruments.

Significant downturns and volatility in equity markets could have an adverse effect on our financial condition and results of operations. Market downturns and volatility may cause potential new purchasers of our products to refrain from purchasing products, such as mutual funds, variable annuities and variable universal life insurance, which have returns linked to the performance of the equity markets. Downturns may also cause current shareholders in our mutual funds and contractholders in our annuity and protection products to withdraw cash values from those products.

Additionally, downturns and volatility in equity markets can have an adverse effect on the revenues and returns from our asset management services, wrap accounts, and variable annuity contracts. Because the profitability of these products and services depends on fees related primarily to the value of assets under management, declines in the equity markets will reduce our revenues because the value of the investment assets we manage will be reduced. In addition, some of our variable annuity products contain guaranteed minimum death benefits and guaranteed minimum withdrawal and accumulation benefits. A significant equity market decline, or volatility in equity markets, could result in guaranteed minimum benefits being higher than what current account values would support, thus producing a loss as we pay the benefits, having an adverse effect on our financial condition and results of operations. Although we have hedged a portion of the guarantees for the variable annuity contracts in order to mitigate the financial loss of equity market declines or volatility, there can be no assurance that such a decline or volatility would not materially impact the profitability of certain products or product lines or our financial condition or results of operations.

We believe that investment performance is an important factor in the growth of many of our businesses. Poor investment performance could impair our revenues and earnings, as well as our prospects for growth. A significant portion of our revenue is derived from investment management agreements with the RiverSource family of mutual funds that are terminable on 60 days' notice. In addition, although some contracts governing investment management services are subject to termination for failure to meet performance benchmarks, institutional and individual clients can generally terminate their relationships with us or our financial advisors at will or on relatively short notice. Our clients can also reduce the aggregate amount of managed assets or shift their funds to other types of accounts with different rate structures, for any number of reasons, including investment performance, changes in prevailing interest rates, changes in investment preferences, changes in our (or our financial advisors') reputation in the marketplace, changes in client management or ownership, loss of key investment management personnel and financial market performance. A reduction in managed assets, and the associated decrease in revenues and earnings, could have a material adverse effect on our business. Moreover, certain money market funds we advise carry net asset protection mechanisms which can be triggered by a decline in market value of underlying portfolio assets; this could cause us to make a capital contribution to the funds without consideration, which would result in a loss.

In addition, during periods of unfavorable market or economic conditions, the level of individual investor participation in the global markets may also decrease, which would negatively impact the results of our retail businesses. Fluctuations in global market activity could impact the flow of investment capital into or from assets under management and the way customers allocate capital among

money market, equity, fixed maturity or other investment alternatives, which could negatively impact our Asset Management, Advice & Wealth Management and Annuities businesses. Also, during periods of unfavorable economic conditions, unemployment rates often increase, which can result in higher loan delinquency and default rates, and this can have a negative impact on our banking business. Uncertain economic conditions and heightened market volatility may also increase the likelihood that clients or regulators present or threaten legal claims, that regulators may increase the frequency and scope of their examinations of us or the financial services industry generally, and that lawmakers enact new requirements which have a material impact on our revenues, expenses or statutory capital requirements.

Defaults in our fixed maturity securities portfolio or consumer credit products would adversely affect our earnings.

Issuers of the fixed maturity securities that we own may default on principal and interest payments. As of December 31, 2007, 6% of our invested assets had ratings below investment-grade. Moreover, economic downturns and corporate malfeasance can increase the number of companies, including those with investment-grade ratings, that default on their debt obligations. Default-related declines in the value of our fixed income securities portfolio or consumer credit products could cause our net earnings to decline and could also cause us to contribute capital to some of our regulated subsidiaries, which may require us to obtain funding during periods of unfavorable market conditions. Higher delinquency and default rates in our bank's loan portfolio could require us to contribute capital to Ameriprise Bank and may result in additional restrictions from our regulators that impact the use and access to that capital.

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.

We use reinsurance to mitigate our risks in various circumstances as described in Item 1 of this Annual Report on Form 10-K—"Business—Our Segments—Protection—Reinsurance." Reinsurance does not relieve us of our direct liability to our policyholders, even when the reinsurer is liable to us. Accordingly, we bear credit and performance risk with respect to our reinsurers. A reinsurer's insolvency or its inability or unwillingness to make payments under the terms of our reinsurance agreement could have an adverse effect on our financial condition and results of operations that could be material. See Note 2 to our Consolidated Financial Statements included in our 2007 Annual Report to Shareholders.

In addition, we use a variety of derivative instruments (including options, forwards, and interest rate and currency swaps) with a number of counterparties to hedge several business risks. The amount and breadth of exposure to derivative counterparties has increased significantly in connection with our strategies to hedge guaranteed benefit obligations under our variable annuity products. If our counterparties fail to honor in a timely manner their obligations under the derivative instruments, our hedges of the related risk will be ineffective. That failure could have a material adverse effect on our financial condition and results of operations. This risk of failure of our hedge transactions may be increased by capital market volatility, such as the volatility that has been experienced since the second half of 2007.

Some of our investments are relatively illiquid.

We invest a portion of our owned assets in certain privately placed fixed income securities, mortgage loans, policy loans, limited partnership interests, collateralized debt obligations and restricted investments held by securitization trusts, among others, all of which are relatively illiquid. These asset

classes represented 15% of the carrying value of our investment portfolio as of December 31, 2007. If we require significant amounts of cash on short notice in excess of our normal cash requirements, we may have difficulty selling these investments in a timely manner, or be forced to sell them for an amount less than we would otherwise have been able to realize, or both, which could have an adverse effect on our financial condition and results of operations.

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.

Our businesses operate in intensely competitive industry segments. We compete based on a number of factors including name recognition, service, the quality of investment advice, investment performance, product features, price, perceived financial strength, and claims-paying and credit ratings. Our competitors include broker-dealers, banks, asset managers, insurers and other financial institutions. Many of our businesses face competitors that have greater market share, offer a broader range of products, have greater financial resources, or have higher claims-paying or credit ratings than we do. Some of our competitors may possess or acquire intellectual property rights that could provide a competitive advantage to them in certain markets or for certain products, which could make it more difficult for us to introduce new products and services. Some of our competitors' proprietary products or technology could be similar to our own, and this could result in disputes that could impact our financial condition or results of operations. In addition, over time certain sectors of the financial services industry have become considerably more concentrated, as financial institutions involved in a broad range of financial services have been acquired by or merged into other firms. This convergence could result in our competitors gaining greater resources and we may experience pressures on our pricing and market share as a result of these factors and as some of our competitors seek to increase market share by reducing prices.

Currently, our branded advisor network distributes annuity and protection products issued almost exclusively by our RiverSource Life companies. If our branded advisor network further opened or expanded its distribution of annuity and protection products of other companies, we could experience lower sales of our companies' products or other developments which could have a material adverse effect on our financial condition and results of operations.

A drop in investment performance as compared to our competitors could negatively impact our ability to increase profitability.

Sales of our own mutual funds by our affiliated financial advisor network comprise a significant percentage of our total mutual fund sales. We attribute this success to improved investment performance, new products and marketing efforts. A decline in the level of investment performance as compared to our competitors could cause a decline in market share and a commensurate drop in profits as sales of other companies' mutual funds are less profitable than those from our own mutual funds. A decline in investment performance could also adversely affect the realization of benefits from investments in our strategy to expand alternative distribution channels for our own products, including third-party distribution of our mutual funds.

We face intense competition in attracting and retaining key talent.

We are dependent on our network of branded advisors for a significant portion of the sales of our mutual funds, annuities, face-amount certificates, banking and insurance products. In addition, our continued success depends to a substantial degree on our ability to attract and retain qualified personnel to conduct our fund management and investment advisory businesses, as well as senior management. The market for financial advisors, registered representatives, management talent,

qualified legal and compliance professionals, fund managers, and investment analysts is extremely competitive and has grown more so in recent periods due to industry growth. If we are unable to attract and retain qualified individuals or our recruiting and retention costs increase significantly, our financial condition and results of operations could be materially adversely affected.

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.

We operate in highly regulated industries, and are required to obtain and maintain licenses for many of the businesses we operate in addition to being subject to regulatory oversight. Securities regulators have significantly increased the level of regulation in recent years and have several outstanding proposals for additional regulation. Significant discussion and activity by regulators concerns the sale and suitability of financial products and services to persons planning for retirement, as well as to older investors. In addition, we are subject to heightened requirements and associated costs and risks relating to privacy and the protection of customer data. Our information systems, moreover, may be subject to increased efforts of "hackers" by reason of the customer data we possess. These requirements, costs and risks, as well as possible legislative or regulatory changes, may constrain our ability to market our products and services to our target demographic and potential customers, and could negatively affect our profitability and make it more difficult for us to pursue our growth strategy.

Our insurance companies are subject to state regulation, so must comply with statutory reserve and capital requirements. State regulators are continually reviewing and updating these requirements and other requirements relating to the business operations of insurance companies, including their underwriting and sales practices. Moreover, our life insurance companies are subject to capital requirements for variable annuity contracts with guaranteed death or living benefits. These requirements may have an impact on future statutory reserves and regulatory capital in the event equity market values fall in the future. Moreover, there is active discussion at the NAIC of moving to a principles-based reserving system. This could change statutory reserve requirements significantly, and it is not possible to estimate the impact at this time. Further, we cannot predict the effect that proposed federal legislation, such as the option of federally chartered insurers, may have on our insurance businesses or their competitors.

Compliance with applicable laws and regulations is time consuming and personnel-intensive. Moreover, the evaluation of our compliance with broker-dealer, investment advisor, insurance company and banking regulation by the SEC, OTS and other regulatory organizations is an ongoing feature of our business, the outcomes of which may not be foreseeable. Changes in these laws and regulations may materially increase our direct and indirect compliance and other expenses of doing business. Our financial advisors may decide that the direct cost of compliance and the indirect cost of time spent on compliance matters outweigh the benefits of a career as a financial advisor, which could lead to financial advisor attrition. The costs of the compliance requirements we face, and the constraints they impose on our operations, could have a material adverse effect on our financial condition and results of operations.

In addition, we may be required to reduce our fee levels, or restructure the fees we charge, as a result of regulatory initiatives or proceedings that are either industry-wide or specifically targeted at our company. Reductions or other changes in the fees that we charge for our products and services could reduce our revenues and earnings. Moreover, in the years ended December 31, 2007, 2006 and 2005, we earned $1.8 billion, $1.6 billion and $1.4 billion, respectively, in distribution fees. A significant portion of these revenues was paid to us by our own RiverSource family of mutual funds in accordance with plans and agreements of distribution adopted under Rule 12b-1 promulgated under the Investment Company Act of 1940, as amended, or Rule 12b-1. We believe that these fees are a critical element in

the distribution of our own mutual funds. However, an industry-wide reduction or restructuring of Rule 12b-1 fees could have a material adverse effect on our ability to distribute our own mutual funds and the fees we receive for distributing other companies' mutual funds, which could, in turn, have an adverse effect on our revenues and earnings.

Consumer lending activities at our bank are subject to applicable laws as well as regulation by various regulatory bodies. Changes in laws or regulation could affect our bank's ability to conduct business. These changes could include but are not limited to our bank's ability to market and sell products, fee pricing or interest rates that can be charged on loans outstanding, changes in communication with customers that affect payments, statements and collections of loans, and changes in accounting for the consumer lending business.

For a further discussion of the regulatory framework in which we operate, see Item 1 of this Annual Report on Form 10-K—"Business—Regulation."

A failure to appropriately deal with conflicts of interest could adversely affect our businesses.

Our reputation is one of our most important assets. As we have expanded the scope of our businesses and our client base, we increasingly have to identify and address potential conflicts of interest, including those relating to our proprietary activities and those relating to our sales of non-proprietary products from manufacturers that have agreed to provide us marketing, sales, and account maintenance support. For example, conflicts may arise between our position as a provider, through our various subsidiaries, of financial planning services and as a manufacturer and/or distributor or broker of asset accumulation, income or insurance products that one of our affiliated financial advisors may recommend to a financial planning client. We have procedures and controls that are designed to identify and address conflicts of interest. However, identifying and appropriately dealing with conflicts of interest is complex and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with conflicts of interest. In addition, the SEC and other federal and state regulators have increased their scrutiny of potential conflicts of interest. It is possible that potential or perceived conflicts could give rise to litigation or enforcement actions. It is possible also that the regulatory scrutiny of, and litigation in connection with, conflicts of interest will make our clients less willing to enter into transactions in which such a conflict may occur, and will adversely affect our businesses.

Misconduct by our employees and affiliated financial advisors is difficult to detect and deter and could harm our business, results of operations or financial condition.

Misconduct by our employees and affiliated financial advisors could result in violations of law by us, regulatory sanctions and/or serious reputational or financial harm. Misconduct can occur in each of our businesses and could include:

•: binding us to transactions that exceed authorized limits;
•: hiding unauthorized or unsuccessful activities resulting in unknown and unmanaged risks or losses;
•: improperly using or disclosing confidential information;
•: recommending transactions that are not suitable;
•: engaging in fraudulent or otherwise improper activity;

•: engaging in unauthorized or excessive trading to the detriment of customers; or
•: otherwise not complying with laws or our control procedures.

We cannot always deter misconduct by our employees and affiliated financial advisors, and the precautions we take to prevent and detect this activity may not be effective in all cases. Prevention and detection among our branded franchisee advisors and our unbranded affiliated financial advisors, who are not employees of our company and tend to be located in small, decentralized offices, present additional challenges. We also cannot assure that misconduct by our employees and affiliated financial advisors will not lead to a material adverse effect on our business, results of operations or financial condition.

Legal and regulatory actions are inherent in our businesses and could result in financial losses or harm our businesses.

We are, and in the future may be, subject to legal and regulatory actions in the ordinary course of our operations, both domestically and internationally. Various regulatory and governmental bodies have the authority to review our products and business practices and those of our employees and independent financial advisors and to bring regulatory or other legal actions against us if, in their view, our practices, or those of our employees or affiliated financial advisors, are improper. Pending legal and regulatory actions include proceedings relating to aspects of our businesses and operations that are specific to us and proceedings that are typical of the industries and businesses in which we operate. Some of these proceedings have been brought on behalf of various alleged classes of complainants. In certain of these matters, the plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages. See Item 3 of this Annual Report on Form 10-K—"Legal Proceedings." Substantial legal liability in these or future legal or regulatory actions could have a material adverse financial effect or cause significant reputational harm, which in turn could seriously harm our business prospects.

A downgrade or a potential downgrade in our financial strength or credit ratings could adversely affect our financial condition and results of operations.

Financial strength ratings, which various ratings organizations publish as a measure of an insurance company's ability to meet contractholder and policyholder obligations, are important to maintaining public confidence in our products, the ability to market our products and our competitive position. Any downgrade in our financial strength ratings, or the announced potential for a downgrade, could have a significant adverse effect on our financial condition and results of operations in many ways, including:

•: reducing new sales of insurance products, annuities and investment products;
•: adversely affecting our relationships with our affiliated financial advisors and third-party distributors of our products;
•: materially increasing the number or amount of policy surrenders and withdrawals by contractholders and policyholders;
•: requiring us to reduce prices for many of our products and services to remain competitive; and

•: adversely affecting our ability to obtain reinsurance or obtain reasonable pricing on reinsurance.

A downgrade in our credit ratings could also adversely impact our future cost and speed of borrowing and have an adverse effect on our financial condition, results of operations and liquidity.

If our reserves for future policy benefits and claims, or for our bank lending portfolio, are inadequate, we may be required to increase our reserve liabilities, which could adversely affect our results of operations and financial condition.

We establish reserves as estimates of our liabilities to provide for future obligations under our insurance policies, annuities and investment certificate contracts. We also establish reserves as estimates of the potential for loan losses in our consumer lending portfolios. Reserves do not represent an exact calculation, but rather are estimates of contract benefits or loan losses and related expenses we expect to incur over time. The assumptions and estimates we make in establishing reserves require certain judgments about future experience and, therefore, are inherently uncertain. We cannot determine with precision the actual amounts that it will pay for contract benefits, the timing of payments, or whether the assets supporting its stated reserves will increase to the levels it estimates before payment of benefits or claims We monitor our reserve levels continually. If we were to conclude that our reserves are insufficient to cover actual or expected contract benefits or loan collections, we would be required to increase our reserves and incur income statement charges for the period in which we make the determination, which could adversely affect our results of operations and financial condition. For more information on how we set our reserves, see Note 2 to our Consolidated Financial Statements included in our 2007 Annual Report to Shareholders.

Morbidity rates or mortality rates that differ significantly from our pricing expectations could negatively affect profitability.

We set prices for RiverSource life insurance and some annuity products based upon expected claim payment patterns, derived from assumptions we make about the morbidity rates, or likelihood of sickness, and mortality rates, or likelihood of death, of our policyholders and contractholders. The long-term profitability of these products depends upon how our actual experience compares with our pricing assumptions. For example, if morbidity rates are higher, or mortality rates are lower, than our pricing assumptions, we could be required to make greater payments under disability income insurance policies and immediate annuity contracts than we had projected. The same holds true for long term care policies we previously underwrote to the extent of the risks that we have retained. If mortality rates are higher than our pricing assumptions, we could be required to make greater payments under our life insurance policies and annuity contracts with guaranteed minimum death benefits than we had projected.

The risk that our claims experience may differ significantly from our pricing assumptions is particularly significant for our long term care insurance products notwithstanding our ability to implement future price increases. As with life insurance, long term care insurance policies provide for long-duration coverage and, therefore, our actual claims experience will emerge over many years. However, as a relatively new product in the market, long term care insurance does not have the extensive claims experience history of life insurance, and, as a result, our ability to forecast future claim rates for long term care insurance is more limited than for life insurance. We have sought to moderate these uncertainties to some extent by partially reinsuring long term care policies we previously underwrote and by limiting our present long term care insurance offerings to policies underwritten fully by an unaffiliated third party, and we have also implemented rate increases on certain inforce policies as described in Item 1 of this Annual Report on Form 10-K—"Business—Our Segments—Protection—RiverSource

Insurance Products—Long Term Care Insurance". There can be no assurance that we will not be required to implement additional rate increases in the future or that we will receive regulatory approval to the full extent and timing of any rate increases that we may seek.

We may face losses if there are significant deviations from our assumptions regarding the future persistency of our insurance policies and annuity contracts.

The prices and expected future profitability of our life insurance and deferred annuity products are based in part upon assumptions related to persistency, which is the probability that a policy or contract will remain inforce from one period to the next. The effect of persistency on profitability varies for different products. For most of our life insurance and deferred annuity products, actual persistency that is lower than our persistency assumptions could have an adverse impact on profitability, especially in the early years of a policy or contract, primarily because we would be required to accelerate the amortization of expenses we deferred in connection with the acquisition of the policy or contract.

For our long term care insurance, actual persistency that is higher than our persistency assumptions could have a negative impact on profitability. If these policies remain inforce longer than we assumed, then we could be required to make greater benefit payments than we had anticipated when we priced or partially reinsured these products. Some of our long term care insurance policies have experienced higher persistency and poorer loss experience than we had assumed, which led us to increase premium rates on certain of these policies.

Because our assumptions regarding persistency experience are inherently uncertain, reserves for future policy benefits and claims may prove to be inadequate if actual persistency experience is different from those assumptions. Although some of our products permit us to increase premiums during the life of the policy or contract, we cannot guarantee that these increases would be sufficient to maintain profitability. Additionally, some of these pricing changes require regulatory approval, which may not be forthcoming. Moreover, many of our products do not permit us to increase premiums or limit those increases during the life of the policy or contract, while premiums on certain other products (primarily long term care insurance) may not be increased without prior regulatory approval. Significant deviations in experience from pricing expectations regarding persistency could have an adverse effect on the profitability of our products.

We may be required to accelerate the amortization of deferred acquisition costs, which would increase our expenses and reduce profitability.

Deferred acquisition costs ("DAC") represent the costs of acquiring new business, principally direct sales commissions and other distribution and underwriting costs that have been deferred on the sale of annuity, life and disability income insurance and, to a lesser extent, marketing and promotional expenses for personal auto and home insurance, and distribution expense for certain mutual fund products. For annuity and universal life products, DAC are amortized based on projections of estimated gross profits over amortization periods equal to the approximate life of the business. For other insurance products, DAC are generally amortized as a percentage of premiums over amortization periods equal to the premium-paying period. For certain mutual fund products, we generally amortize DAC over fixed periods on a straight-line basis.

Our projections underlying the amortization of DAC require the use of certain assumptions, including interest margins, mortality rates, persistency rates, maintenance expense levels and customer asset value growth rates for variable products. We periodically review and, where appropriate, adjust

our assumptions. When we change our assumptions, we may be required to accelerate the amortization of DAC or to record a charge to increase benefit reserves.

As of December 31, 2007 and 2006, we had $4.5 billion of DAC and we amortized $551 million, $472 million and $431 million, respectively, of DAC as a current-period expense for the years ended December 31, 2007, 2006 and 2005, respectively. For more information regarding DAC, see the information contained in our 2007 Annual Report to Shareholders under the captions "Management's Discussion and Analysis—Critical Accounting Policies—Deferred Acquisition Costs" and "—Recent Accounting Pronouncements."

Breaches of security, or the perception that our technology infrastructure is not secure, could harm our business.

Our business requires the appropriate and secure utilization of consumer and other sensitive information. Our operations require the secure transmission of confidential information over public networks. Security breaches in connection with the delivery of our products and services, including products and services utilizing the Internet, and the trend toward broad consumer and general public notification of such incidents, could significantly harm our business, financial condition or results of operations. Even if we successfully protect our technology infrastructure and the confidentiality of sensitive data, we could suffer harm to our business and reputation if attempted security breaches are publicized. We cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities, attempts to exploit vulnerabilities in our systems, data thefts, physical system or network break-ins or inappropriate access, or other developments will not compromise or breach the technology or other security measures protecting the networks used in connection with our products and services.

Protection from system interruptions is important to our business. If we experience a sustained interruption to our telecommunications or data processing systems, it could harm our business.

System or network interruptions could delay and disrupt our ability to develop, deliver or maintain our products and services, causing harm to our business and reputation and resulting in loss of customers or revenue. These interruptions can include fires, floods, earthquakes, power losses, equipment failures, failures of internal or vendor software or systems and other events beyond our control.

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.

We have devoted significant resources toward developing our risk management policies and procedures and will continue to do so in the future. Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk. Many of our methods of managing risk and exposures are based upon our use of observed historical market behavior or statistics based on historical models. During periods of market volatility or due to unforeseen events, the historically derived correlations upon which these methods are based may not be valid. As a result, these methods may not accurately predict future exposures, which could be significantly greater than what our models indicate. This could cause us to incur investment losses or cause our hedging and other risk management strategies to be ineffective. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that are publicly available or otherwise accessible to us, which may not always be accurate, complete, up-to-date or properly evaluated.

Moreover, we are subject to the risks of errors and misconduct by our employees and affiliated financial advisors—such as fraud, non-compliance with policies, recommending transactions that are not suitable, and improperly using or disclosing confidential information—which is difficult to detect in advance and deter, and could harm our business, results of operations or financial condition. We are further subject to the risk of nonperformance or inadequate performance of contractual obligations by third party vendors of products and services that are used in our businesses. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk. Insurance and other traditional risk-shifting tools may be held by or available to us in order to manage certain exposures, but they are subject to terms such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency.

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.

We act as a holding company for our insurance and other subsidiaries. Dividends from our subsidiaries and permitted payments to us under our intercompany arrangements with our subsidiaries are our principal sources of cash to pay shareholder dividends and to meet our other financial obligations. These obligations include our operating expenses and interest and principal on our borrowings. If the cash we receive from our subsidiaries pursuant to dividend payment and intercompany arrangements is insufficient for us to fund any of these obligations, we may be required to raise cash through the incurrence of additional debt, the issuance of additional equity or the sale of assets. If any of this happens, it could adversely affect our financial condition and results of operations.

Insurance, banking and securities laws and regulations regulate the ability of many of our subsidiaries (such as our insurance, banking and brokerage subsidiaries and our face-amount certificate company) to pay dividends or make other distributions. See Item 1 of this Annual Report on Form 10-K—"Regulation" as well as the information contained in our 2007 Annual Report to Shareholders under the heading "Management's Discussion and Analysis—Liquidity and Capital Resources." In addition to the various regulatory restrictions that constrain our subsidiaries' ability to pay dividends to our company, the rating agencies impose various capital requirements on our company and our insurance company subsidiaries in order for us to maintain our ratings and the ratings of our insurance subsidiaries, which also constrains our and their ability to pay dividends.

Changes in U.S. federal income or estate tax law could make some of our products less attractive to clients.

Many of the products we issue or on which our businesses are based (including both insurance products and non-insurance products) enjoy favorable treatment under current U.S. federal income or estate tax law. Changes in U.S. federal income or estate tax law could thus make some of our products less attractive to clients.

We are subject to tax contingencies that could adversely affect our provision for income taxes.

We are subject to the income tax laws of the U.S., its states and municipalities and those of the foreign jurisdictions in which we have significant business operations. These tax laws are complex and may be subject to different interpretations. We must make judgments and interpretations about the application of these inherently complex tax laws when determining the provision for income taxes and must also make estimates about when in the future certain items affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be settled with the taxing authority upon examination or audit.

In addition, changes to the Internal Revenue Code, administrative rulings or court decisions could increase our provision for income taxes. For example, on August 16, 2007, the Internal Revenue Service ("IRS") issued a revenue ruling which purports, among other things, to modify the calculation of the deduction for dividends received by life insurance companies. Subsequently, on September 25, 2007, the IRS issued another revenue ruling that suspended the August 16 ruling and announced a new regulation project on the issue. The income tax benefit of the separate account dividends received deduction for current year dividends was approximately $46 million for the fiscal year ended December 31, 2007.

Risks Relating to Our Common Stock

The market price of our shares may fluctuate.

The market price of our common stock may fluctuate widely, depending upon many factors, some of which may be beyond our control, including:

•: changes in expectations concerning our future financial performance and the future performance of the financial services industry in general, including financial estimates and recommendations by securities analysts;
•: differences between our actual financial and operating results and those expected by investors and analysts;
•: strategic moves by us or our competitors, such as acquisitions or restructurings;
•: changes in the regulatory framework of the financial services industry and regulatory action; and
•: changes in general economic or market conditions.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of our common stock.

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.

Our certificate of incorporation and bylaws and Delaware law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making them unacceptably expensive to the raider and to encourage prospective acquirors to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:

•: a board of directors that is divided into three classes with staggered terms;
•: elimination of the right of our shareholders to act by written consent;
•: rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;
•: the right of our board of directors to issue preferred stock without shareholder approval; and

•: limitations on the right of shareholders to remove directors.

Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock.

We believe these provisions protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal, and are not intended to make our company immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of our company and our shareholders.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We operate our business from two principal locations, both of which are located in Minneapolis, Minnesota: the Ameriprise Financial Center, an 897,280 square foot building that we lease, and our 903,722 square foot Client Service Center, which we own. Our lease term for the Ameriprise Financial Center began in November 2000 and is for 20 years, with several options to extend the term. Our aggregate annual rent for the Ameriprise Financial Center is $15 million. We also own the 170,815 square foot Oak Ridge Conference Center, a training facility and conference center in Chaska, Minnesota, which can also serve as a disaster recovery site if necessary. We also lease space in an operations center located in Minneapolis, and we occupy space in a second operations center located in Phoenix, Arizona.

Our property and casualty subsidiary, IDS Property Casualty, leases its corporate headquarters in DePere, Wisconsin, a suburb of Green Bay. In December 2004, it entered into a sale-and-leaseback agreement with Inland Real Estate Acquisitions, Inc., and sold that property for $18 million. Under the terms of the agreement, Inland leased the property back to IDS Property Casualty for a ten-year term with an option to renew the lease for up to six renewal terms of five years each. The lease is a net lease, which means our subsidiary is responsible for all costs and expenses relating to the property in addition to annual rent.

SAI leases its corporate headquarters, containing approximately 88,000 square feet, in LaVista, Nebraska, under a lease that runs through January 31, 2018 with renewal options. SAI also maintains data centers and disaster recovery facilities in Omaha, Nebraska and Kansas City, Missouri.

Threadneedle leases two office facilities in London, England and also one in Swindon, England. It is the sole tenant of its principal headquarters office, a 60,410 square foot building, under a lease expiring in June 2018. Threadneedle also leases part of a building in Frankfurt, Germany and rents offices in a number of other European cities to support its non-U.K. operations.

Generally, we lease the premises we occupy in other locations, including the executive and bank offices that we maintain in New York City and branch offices for our employee branded advisors throughout the United States. We believe that the facilities owned or occupied by our company suit our needs and are well maintained.

Item 3. Legal Proceedings.

The Company and its subsidiaries are involved in the normal course of business in legal, regulatory and arbitration proceedings, including class actions, concerning matters arising in connection with the conduct of its activities as a diversified financial services firm. These include proceedings specific to the Company as well as proceedings generally applicable to business practices in the industries in which it operates. The Company can also be subject to litigation arising out of its general business activities, such as its investments, contracts, leases and employment relationships. Uncertain economic conditions and heightened volatility in the financial markets, such as those which have been experienced particularly since the summer of 2007, may increase the likelihood that clients and other persons or regulators may present or threaten legal claims or that regulators increase the scope or frequency of examinations of us or the financial services industry generally.

As with other financial services firms, the level of regulatory activity and inquiry concerning our businesses remains elevated. From time to time, we receive requests for information from, and have been subject to examination by, the SEC, FINRA (then known as the National Association of Securities Dealers), OTS, state insurance regulators, state attorneys general and various other governmental and quasi-governmental authorities concerning our business activities and practices, including: sales and product or service features of, or disclosures pertaining to, financial plans, our mutual funds, annuities, insurance products and brokerage services; non-cash compensation paid to our field leaders and financial advisors; supervision of our financial advisors; and sales of, or brokerage or revenue sharing practices relating to, other companies' real estate investment trust ("REIT") shares, mutual fund shares or other investment products. Other open matters relate, among other things, to the administration of death claims to multiple beneficiaries under our variable annuities, the portability (or network transferability) of our RiverSource mutual funds, supervisory practices in connection with financial advisors' outside business activities, sales practices associated with the sale of fixed and variable annuities, the suitability of product recommendations made to retail financial planning clients and the delivery of financial plans, and the suitability of particular trading strategies. The number of reviews and investigations has increased in recent years with regard to many firms in the financial services industry, including Ameriprise. We have cooperated and will continue to cooperate with the applicable regulators regarding their inquiries.

These legal and regulatory proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on our consolidated financial condition or results of operations.

Certain legal and regulatory proceedings are described below.

In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc., was filed in the United States District Court for the District of Arizona, and was later transferred to the United States District Court for the District of Minnesota. The plaintiffs alleged that they were investors in several of our mutual funds and they purported to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940. The plaintiffs alleged that fees allegedly paid to the defendants by the funds for investment advisory and administrative services were excessive. On July 6, 2007, the Court granted our motion for summary judgment, dismissing all claims with prejudice. Plaintiffs have appealed the Court's decision.

advisors who sold shares of REITs and tax credit limited partnerships between March 2000 and March 2006. Plaintiffs sought unspecified compensatory and restitutionary damages as well as injunctive relief, alleging that we incorrectly calculated commissions owed advisors for the sale of these products. On January 18, 2008, the Court denied plaintiffs' motion for class certification. The Court requested supplemental briefs addressing whether the Court continues to have subject-matter jurisdiction over the two individual plaintiffs' claims.

We previously reported two adverse arbitration awards issued in 2006 by FINRA panels against SAI and former registered representatives of SAI. Those arbitrations involved customer claims relating to suitability, disclosures, supervision and certain other sales practices. Other clients of those former registered representatives have presented similar claims.

In October 2007, the State of New Hampshire commenced an action against us captioned, "In the Matter of Ameriprise Financial, Inc., Ameriprise Financial Services, Inc. & Larry Post." The action includes claims of New Hampshire statutory violations related to the alleged failure to deliver financial plans sold to clients, instances of forgery and failure to supervise. The parties have agreed to stay the action while discussing possible resolution.

Item 4. Submissions of Matters to a Vote of Security Holders.

None.

PART II.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock trades principally on The New York Stock Exchange under the trading symbol AMP. As of February 15, 2008, we had approximately 26,072 common shareholders of record. Price and dividend information concerning our common shares may be found in Note 27 to our Consolidated Financial Statements included in our 2007 Annual Report to Shareholders and incorporated herein by reference. The information set forth under the heading "Performance Graph" contained in our 2007 Annual Report to Shareholders is incorporated herein by reference.

We are primarily a holding company and as a result, our ability to pay dividends in the future will depend on receiving dividends from our subsidiaries. For information regarding our ability to pay dividends, see the information set forth under the heading "Management's Discussion and Analysis—Liquidity and Capital Resources" contained in our 2007 Annual Report to Shareholders and incorporated herein by reference.

Share Repurchases

The following table presents the information with respect to purchases made by or on behalf of Ameriprise Financial, Inc. or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the fourth quarter of 2007.

		(a)	(b)			(c)	(d)
Period		Total Number of Shares Purchased	Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
October 1 to October 31, 2007
	Share repurchase program (1)	844,825	$	62.90		844,825	$	647,646,526
	Employee transactions (3)	67,445	$	63.99		N/A	$	N/A
November 1 to November 30, 2007
	Share repurchase program (1)	3,247,027	$	58.12	(2)	3,247,027	$	458,933,118
	Employee transactions (3)	1,345	$	60.58		N/A	$	N/A
December 1 to December 31, 2007
	Share repurchase program (1)	700,000	$	57.85	(2)	700,000	$	418,436,048
	Employee transactions (3)	1,776	$	56.15		N/A	$	N/A
Totals
	Share repurchase program	4,791,852	$	58.92		4,791,852
	Employee transactions	70,566	$	63.73		N/A

		4,862,418				4,791,852

⁽¹⁾: On March 15, 2007, we announced that our Board of Directors authorized us to repurchase up to $1.0 billion worth of our common stock through March 15, 2009. The share repurchase program does not require the purchase of any minimum number of shares, and depending on market conditions and other factors, these purchases may be commenced or suspended at any time without prior notice. Acquisitions under the share repurchase program may be made in the open market, through block trades or other means.
⁽²⁾: Includes commissions and other transaction costs of approximately $0.02 per share.
⁽³⁾: Restricted shares withheld pursuant to the terms of awards under the amended and revised Ameriprise Financial 2005 Incentive Compensation Plan (the "Plan") to offset tax withholding obligations that occur upon vesting and release of restricted shares. The Plan provides that the value of the shares withheld shall be the average of the high and low prices of common stock of Ameriprise Financial, Inc. on the date the relevant transaction occurs.

Item 6. Selected Financial Data.

The "Consolidated Five-Year Summary of Selected Financial Data" appearing on page 103 of our 2007 Annual Report to Shareholders is incorporated herein by reference. The "Schedule I—Condensed Financial Information of Registrant (Parent Company Only)" appearing on pages F-2 through F-7 of this report is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The information set forth under the heading "Management's Discussion and Analysis" appearing on pages 26 through 48 of our 2007 Annual Report to Shareholders is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The information set forth under the heading "Quantitative and Qualitative Disclosures About Market Risk" appearing on pages 49 through 52 of our 2007 Annual Report to Shareholders is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data.

The "Report of Independent Registered Public Accounting Firm," the "Consolidated Financial Statements" and the "Notes to Consolidated Financial Statements" appearing on pages 56 through 102 of our 2007 Annual Report to Shareholders are incorporated herein by reference.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures.

We maintain 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 SEC regulations, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our 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, our 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.

Our management, with the participation of our 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, our company's Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable level of assurance as of December 31, 2007.

The information set forth under the heading "Management's Report on Internal Control Over Financial Reporting," which sets forth management's evaluation of internal control over financial reporting, and appears on page 54 of our 2007 Annual Report to Shareholders, and under the headings, the "Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting," and the "Report of Independent Registered Public Accounting Firm," appearing on pages 55 and 56 of our 2007 Annual Report to Shareholders, are incorporated herein by reference.

Changes in Internal Control over Financial Reporting

There have not been any changes in our 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 fourth fiscal quarter of the year to which this report relates that have materially affected, or are reasonably likely to materially affect, our company's internal control over financial reporting.

Item 9B. Other Information.

None.

PART III.

Item 10. Directors and Executive Officers of the Registrant.

The following portions of the Proxy Statement are incorporated herein by reference:

•: information included under the caption "Items to be Voted on by Shareholders—Item 1—Election of Directors";
•: information included under the caption "Requirements, Including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders";
•: information under the caption "Corporate Governance—Codes of Conduct";
•: information included under the caption "Corporate Governance—Membership on Board Committees";
•: information under the caption "Corporate Governance—Nominating and Governance Committee—Director Nomination Process";
•: information included under the caption "Corporate Governance—Audit Committee";
•: information included under the caption "Corporate Governance—Audit Committee Financial Expert"; and
•: information under the caption "Section 16(a) Beneficial Ownership Reporting Compliance."

In addition, the information regarding executive officers called for by Items 401(b), (e) and (f) of Regulation S-K may be found under the caption "Executive Officers of the Company" in this Annual Report on Form 10-K.

We have adopted a set of Corporate Governance Principles and Categorical Standards of Director Independence, which together with the charters of the three standing committees of the Board of Directors (Audit; Compensation and Benefits; and Nominating and Governance) and our Code of Conduct (which constitutes the Company's code of ethics), provide the framework for the governance of our company. A complete copy of our Corporate Governance Principles and Categorical Standards of Director Independence, the charters of each of the Board committees, the Code of Conduct (which applies not only to our Chief Executive Officer, Chief Financial Officer and Controller, but also to all other employees of our company) and the Code of Business Conduct for the Members of the Board of Directors may be found by clicking on the "Corporate Governance" link found on our Investor Relations website at http://ir.ameriprise.com. You may also access our Investor Relations website through our main website at www.ameriprise.com by clicking on the "Investor Relations" link, which is located at the bottom of our homepage. (Information from such sites is not incorporated by reference into this report.) You may obtain free copies of these materials by also writing to our Corporate Secretary at our principal executive offices.

Item 11. Executive Compensation.

The following portions of the Proxy Statement are incorporated herein by reference:

•: information under the caption "Corporate Governance—Compensation and Benefits Committee—Compensation Committee Interlocks and Insider Participation";
•: information included under the caption "Compensation of Executive Officers"; and
•: information included under the caption "Compensation of Directors."

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information included under the caption "Ownership of Our Common Shares" in the Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information under the captions "Corporate Governance—Director Independence," "Corporate Governance—Categorical Standards for Director Independence," "Corporate Governance—Independence of Committee Members" and "Certain Transactions" in the Proxy Statement is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

The information set forth under the heading "Items to be Voted on by Shareholders—Item 2—Ratification of Audit Committee's Selection of Independent Registered Public Accountants for 2008—Independent Registered Public Accountant Fees"; "—Services to Associated Organizations"; and "—Policy on Pre-Approval of Services Provided by Independent Registered Public Accountants," in the Proxy Statement is incorporated herein by reference.

PART IV.

Item 15. Exhibits and Financial Statement Schedules.

(a)

The following documents are filed as part of this report:

1.: Financial statements from the Ameriprise Financial, Inc. 2007 Annual Report to Shareholders which are incorporated herein by reference:
: Consolidated balance sheets—December 31, 2007 and 2006
: Consolidated statements of income—Years ended December 31, 2007, 2006 and 2005
: Consolidated statements of cash flows—Years ended December 31, 2007, 2006, and 2005
: Consolidated statements of shareholders' equity—Years ended December 31, 2007, 2006, and 2005
: Notes to consolidated financial statements—December 31, 2007

2.: Financial schedules required to be filed by Item 8 of this form, and by Item 15(b):
: Schedule I Condensed Financial Information of Registrant (Parent Company Only)

All other financial schedules are not required under the related instructions, or are inapplicable and therefore have been omitted.

3.: Exhibits:

The list of exhibits required to be filed as exhibits to this report are listed on pages E-1 through E-3 hereof under "Exhibit Index," which is incorporated herein by reference.

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.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers of Ameriprise Financial, Inc., a Delaware corporation, does hereby make, constitute and appoint James M. Cracchiolo, Walter S. Berman and John C. Junek, and each of them, the undersigned's true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned's name, place and stead, to sign and affix the undersigned's name as such director and/or officer of said corporation to an Annual Report on Form 10-K or other applicable form, and all amendments thereto, to be filed by such corporation with the Securities and Exchange Commission, Washington, D.C., under the Securities Exchange Act of 1934, as amended, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and any of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

Date: February 29, 2008		/s/ James M. Cracchiolo James M. Cracchiolo Chairman and Chief Executive Officer (Principal Executive Officer and Director)
Date: February 29, 2008		/s/ Walter S. Berman Walter S. Berman Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: February 29, 2008		/s/ David K. Stewart David K. Stewart Senior Vice President and Controller (Principal Accounting Officer)
Date: February 29, 2008		/s/ Ira D. Hall Ira D. Hall Director

Date: February 29, 2008		/s/ Warren D. Knowlton Warren D. Knowlton Director
Date: February 29, 2008		/s/ W. Walker Lewis W. Walker Lewis Director
Date: February 29, 2008		/s/ Siri S. Marshall Siri S. Marshall Director
Date: February 29, 2008		/s/ Jeffrey Noddle Jeffrey Noddle Director
Date: February 29, 2008		/s/ Richard F. Powers III Richard F. Powers III Director
Date: February 29, 2008		/s/ H. Jay Sarles H. Jay Sarles Director
Date: February 29, 2008		/s/ Robert F. Sharpe, Jr. Robert F. Sharpe, Jr. Director
Date: February 29, 2008		/s/ William H. Turner William H. Turner Director

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Ameriprise Financial, Inc.

We have audited the consolidated financial statements of Ameriprise Financial, Inc. as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, and have issued our report thereon dated February 26, 2008 (incorporated by reference in this Form 10-K). Our audits also included the financial statement schedule listed in Item 15(a) of Form 10-K. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/Ernst & Young LLP

Minneapolis, Minnesota
February 26, 2008

F-1

AMERIPRISE FINANCIAL, INC.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(Parent Company Only)

Table of Contents

Condensed Statements of Income		F-3
Condensed Balance Sheets		F-4
Condensed Statements of Cash Flows		F-5
Notes to Condensed Financial Information of Registrant		F-6

F-2

AMERIPRISE FINANCIAL, INC.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF INCOME

(Parent Company Only)

		Years Ended December 31,
		2007			2006			2005
		(in millions)
Revenues
	Management and financial advice fees	$	85		$	65		$	326
	Distribution fees		—			70			52
	Net investment income		27			59			20
	Other revenues		9			9			20

Total revenues			121			203			418
Banking and deposit interest expense			6			7			3

Total net revenues			115			196			415

Expenses
	Interest and debt expense		112			101			67
	Separation costs		75			143			76
	General and administrative expense		262			413			447

Total expenses			449			657			590

Pretax loss before equity in earnings of subsidiaries			(334	)		(461	)		(175	)
Income tax benefit			(142	)		(179	)		(27	)

Loss before equity in earnings of subsidiaries			(192	)		(282	)		(148	)
Equity in earnings of subsidiaries:
	Equity in earnings of subsidiaries		1,006			913			706
	Equity in income from discontinued operations of subsidiary, net of tax		—			—			16

Total equity in earnings of subsidiaries			1,006			913			722

Net income		$	814		$	631		$	574

See Notes to Condensed Financial Information of Registrant.

F-3

AMERIPRISE FINANCIAL, INC.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED BALANCE SHEETS

(Parent Company Only)

		December 31,
		2007			2006
		(in millions, except share data)
Assets
Cash and cash equivalents		$	1,302		$	1,119
Investments			346			320
Receivables			40			65
Due from subsidiaries			245			124
Land, buildings, equipment, and software, net of accumulated depreciation of $487 and $409, respectively			577			611
Investment in subsidiaries			7,906			8,440
Other assets			281			243

	Total assets	$	10,697		$	10,922

Liabilities and Shareholders' Equity
Liabilities:
Accounts payable and accrued expenses		$	217		$	237
Due to subsidiaries			252			331
Debt			2,000			2,000
Other liabilities			418			429

	Total liabilities		2,887			2,997

Shareholders' Equity:
Common shares ($.01 par value; shares authorized, 1,250,000,000; shares issued, 255,925,436 and 252,909,389, respectively)			3			3
Additional paid-in capital			4,630			4,353
Retained earnings			4,811			4,268
Treasury shares, at cost (28,177,593 and 11,517,958 shares, respectively)			(1,467	)		(490	)
Accumulated other comprehensive loss, net of tax, including amounts applicable to equity investments in subsidiaries:
	Net unrealized securities losses		(168	)		(187	)
	Net unrealized derivatives losses		(6	)		(1	)
	Foreign currency translation adjustments		(19	)		(18	)
	Defined benefit plans		26			(3	)

Total accumulated other comprehensive loss			(167	)		(209	)

	Total shareholders' equity		7,810			7,925

	Total liabilities and shareholders' equity	$	10,697		$	10,922

See Notes to Condensed Financial Information of Registrant.

F-4

AMERIPRISE FINANCIAL, INC.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF CASH FLOWS

(Parent Company Only)

		Years Ended December 31,
		2007			2006			2005
		(in millions)
Cash Flows from Operating Activities
Net income		$	814		$	631		$	574
Adjustments to reconcile net income to net cash provided by operating activities:
	Equity in earnings of subsidiaries		(1,006	)		(913	)		(706	)
	Equity in income from discontinued operations of subsidiary, net of tax		—			—			(16	)
	Dividends received from subsidiaries		1,558			670			486
	Other operating activities, primarily with subsidiaries		76			136			427

Net cash provided by operating activities			1,442			524			765

Cash Flows from Investing Activities
Available-for-Sale securities:
	Proceeds from sales		—			23			243
	Maturities, sinking fund payments and calls		104			401			179
	Purchases		(201	)		(347	)		(278	)
Purchase of land, buildings, equipment and software			(92	)		(153	)		(113	)
Investment in subsidiaries			(40	)		(220	)		(924	)
Acquisition of loans			—			(33	)		—
Change in loans			6			2			—

Net cash used in investing activities			(223	)		(327	)		(893	)

Cash Flows from Financing Activities
Proceeds from issuances of debt, net of issuance costs			—			494			2,843
Principal repayments of debt			—			(50	)		(1,350	)
Payable to American Express, net			—			—			(1,578	)
Capital transactions with American Express, net			—			—			1,256
Dividends paid to American Express			—			—			(53	)
Dividends paid to shareholders			(133	)		(108	)		(27	)
Repurchase of common shares			(977	)		(490	)		—
Exercise of stock options			37			20			—
Excess tax benefits from share-based compensation			37			52			—

Net cash provided by (used in) financing activities			(1,036	)		(82	)		1,091

Parent Company Operations Applicable to Discontinued Operations of Subsidiary
Net cash provided by operating activities			—			—			48
Net cash used in financing activities			—			—			(24	)

Net cash provided by Parent Company operations applicable to discontinued operations of subsidiary			—			—			24

Net increase in cash and cash equivalents			183			115			987
Cash and cash equivalents at beginning of year			1,119			1,004			17

Cash and cash equivalents at end of year		$	1,302		$	1,119		$	1,004

Supplemental Disclosures:
	Interest paid	$	94		$	104		$	80
	Income taxes received, net		118			124			169
	Non-cash dividend of AEIDC to American Express		—			—			164

See Notes to Condensed Financial Information of Registrant.

F-5

AMERIPRISE FINANCIAL, INC.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(Parent Company Only)

1. Basis of Presentation

The accompanying Condensed Financial Statements include the accounts of Ameriprise Financial, Inc. (the "Registrant," "Ameriprise Financial" or "Parent Company") and, on an equity basis, its subsidiaries and affiliates. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and all adjustments made were of a normal, recurring nature. The financial information of the Parent Company should be read in conjunction with the Consolidated Financial Statements and Notes of Ameriprise Financial. Parent Company revenues and expenses, other than compensation and benefits and debt and interest expense, are primarily related to intercompany transactions with subsidiaries and affiliates. Certain prior year amounts have been reclassified to conform to the current year's presentation.

Until the fourth quarter of 2005, the Parent Company was a Registered Investment Advisor. During the fourth quarter of 2005, the Parent Company ceased being a Registered Investment Advisor and, in turn, an Ameriprise Financial subsidiary became a Registered Investment Advisor.

Ameriprise Financial was formerly a wholly owned subsidiary of American Express Company ("American Express"). On February 1, 2005, the American Express Board of Directors announced its intention to pursue the disposition of 100% of its shareholdings in Ameriprise Financial (the "Separation") through a tax-free distribution to American Express shareholders. In preparation for the disposition, Ameriprise Financial approved a stock split of its 100 common shares entirely held by American Express into 246 million common shares. Effective as of the close of business on September 30, 2005, American Express completed the separation of Ameriprise Financial and the distribution of the Ameriprise Financial common shares to American Express shareholders (the "Distribution"). The Distribution was effectuated through a pro-rata dividend to American Express shareholders consisting of one share of Ameriprise Financial common stock for every 5 shares of American Express common stock owned by its shareholders on September 19, 2005, the record date. Prior to August 1, 2005, Ameriprise Financial was named American Express Financial Corporation.

2. Debt

All of the consolidated debt of Ameriprise Financial are borrowings of the Parent Company, except as indicated below.

•: At December 31, 2007 and 2006, the consolidated debt of Ameriprise Financial included $18 million and $19 million, respectively, of municipal bond inverse floater certificates that are non-recourse debt obligations of a consolidated structured entity.
•: At December 31, 2006, the consolidated debt of Ameriprise Financial included $225 million of non-recourse debt of a consolidated variable interest entity, or collateralized debt obligation ("CDO"). Ameriprise Financial deconsolidated the CDO in the fourth quarter of 2007 after determining it was no longer the primary beneficiary of the structure as a result of

F-6

AMERIPRISE FINANCIAL, INC.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

(Parent Company Only)

the sale of a portion of its interest in the residual and rated debt tranches of the CDO structure.

3. Commitments and Contingencies

The Parent Company is the guarantor for an operating lease of IDS Property Casualty Insurance Company.

All consolidated legal, regulatory and arbitration proceedings, including class actions of Ameriprise Financial, Inc. and its consolidated subsidiaries are potential or current obligations of the Parent Company.

F-7

EXHIBIT INDEX

Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.

The following exhibits are filed as part of this Annual Report on Form 10-K. The exhibit numbers followed by an asterisk (*) indicate exhibits electronically filed herewith. All other exhibit numbers indicate exhibits previously filed and are hereby incorporated herein by reference. Exhibits numbered 10.2 through 10.16 are management contracts or compensatory plans or arrangements.

Exhibit		Description

3.1		Amended and Restated Certificate of Incorporation of Ameriprise Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
3.2		Amended and Restated Bylaws of Ameriprise Financial, Inc., as amended on November 28, 2006 (incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K, file No. 1-32525, filed on February 27, 2007).
4.1		Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to Form 10 Registration Statement, File No. 1-32525, filed on August 19, 2005).
4.2		Indenture dated as of October 5, 2005, between the Registrant and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4(a) to the Registration Statement on Form S-3, File No. 333-128834, filed on October 5, 2005).
4.3		Junior Subordinated Debt Indenture, dated as of May 5, 2006, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4.C to the Registration Statement on Form S-3ASR, File No. 333-133860, filed on May 5, 2006).
		Other instruments defining the rights of holders of long-term debt securities of the registrant are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The registrant agrees to furnish copies of these instruments to the SEC upon request.
10.1		Tax Allocation Agreement by and between American Express and Ameriprise Financial, Inc., dated as of September 30, 2005 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).

E-1

10.2		Amended and Restated Ameriprise Financial 2005 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Proxy Statement for the Annual Meeting of Shareholders held on April 25, 2007, File No. 001-32525, filed on March 9, 2007).
10.3*		Amended and Restated Ameriprise Financial Deferred Compensation Plan.
10.4		Ameriprise Financial Supplemental Retirement Plan (incorporated by reference to Exhibit 10.7 of the Annual Report on Form 10-K, file No. 1-32525, filed on February 27, 2007).
10.5		Form of Ameriprise Financial 2005 Incentive Compensation Plan Master Agreement for Substitution Awards (incorporated by reference to Exhibit 10.8 to Amendment No. 2 to Form 10 Registration Statement, File No. 1-32525, filed on August 15, 2005).
10.6		Ameriprise Financial Form of Award Certificate—Non-Qualified Stock Option Award (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.7		Ameriprise Financial Form of Award Certificate—Restricted Stock Award (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.8		Ameriprise Financial Form of Award Certificate—Restricted Stock Unit Award (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.9		Ameriprise Financial Form of Agreement—Cash Incentive Award (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.10*		Ameriprise Financial Long-Term Incentive Award Program Guide.
10.11		Ameriprise Financial Deferred Share Plan for Outside Directors (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.12		CEO Security and Compensation Arrangements (incorporated by reference to Item 1.01 of the Current Report on Form 8-K, File No. 1-32525, filed on October 31, 2005).
10.13		Ameriprise Financial, Inc. Senior Executive Severance Plan, as amended November 14, 2005 (incorporated by reference to Exhibit 10.24 of the Annual Report on Form 10-K, File No. 1-32525, filed on March 8, 2006).
10.14		Ameriprise Financial, Inc. Deferred Equity Program for Independent Financial Advisors (incorporated by reference to Exhibit 10.27 of the Annual Report on Form 10-K, File No. 1-32525, filed on March 8, 2006).

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10.15		Ameriprise Financial Annual Incentive Award Plan, adopted effective as of September 30, 2005 (incorporated by reference to Exhibit 10.28 of the Annual Report on Form 10-K, File No. 1-32525. filed on March 8, 2006).
10.16		Form of Indemnification Agreement for directors, Chief Executive Officer, Chief Financial Officer, General Counsel and Principal Accounting Officer and any other officers designated by the Chief Executive Officer (incorporated by reference to Exhibit 10.29 of the Annual Report on Form 10-K, File No. 1-32525, filed on March 8, 2006).
10.17		Credit Agreement, dated as of September 30, 2005, among Ameriprise Financial, Inc., the lenders listed therein, Wells Fargo Bank, National Association, Citibank, N.A., Bank of America, N.A., HSBC Bank USA, National Association, Wachovia Bank, National Association and Citigroup Global Markets, Inc. (incorporated by reference to Exhibit 10.31 of the Annual Report on Form 10-K, File No. 1-32525, filed on March 8, 2006).
10.18		Stock Purchase and Sale Agreement, dated as of March 29, 2006, by and among Warren E. Buffett, Berkshire Hathaway Inc. and Ameriprise Financial, Inc. (incorporated by reference to Item 99.1 of the Current Report on Form 8-K, File No. 1-32525, filed on March 30, 2006).
12*		Ratio of Earnings to Fixed Charges.
13*		Portions of the Ameriprise Financial, Inc. 2007 Annual Report to Shareholders, which, except for those sections incorporated herein by reference, are furnished solely for the information of the SEC and are not to be deemed "filed."
21*		Subsidiaries of Ameriprise Financial, Inc.
23*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24		Powers of attorney (included on Signature Page).
31.1*		Certification of James M. Cracchiolo pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of Walter S. Berman pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32*		Certification of James M. Cracchiolo and Walter S. Berman pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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EX-10.3 2 a2182855zex-10_3.htm EXHIBIT 10.3

Exhibit 10.3

AMERIPRISE FINANCIAL

DEFERRED COMPENSATION PLAN

As Amended and Restated Effective January 1, 2007

AMERIPRISE FINANCIAL

DEFERRED COMPENSATION PLAN

As Amended and Restated Effective January 1, 2007

Purpose

The purpose of the Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Ameriprise Financial, Inc. and its subsidiaries. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

Article 1

Definitions

For purposes of the Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the meanings indicated in this Article 1:

1.01 “Aggregate Vested Balance” shall mean, with respect to the Plan Accounts of any Participant as of a given date, the sum of the amounts that have become vested under all of the Participant’s Plan Accounts, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions, in accordance with Article 3 of the Plan and the provisions of the applicable Annual Enrollment Materials.

1.02 “Amended Distribution Election Form” shall mean the Amended Distribution Election Form required by the Committee to be signed and submitted by a Participant to effect a permitted change in the Distribution Election previously made by the Participant under any Distribution Election Form.

1.03 “Annual Deferral Account” shall mean a Participant’s Annual Participant Deferral for a Plan Year, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions in accordance with Article 3 and the provisions of the applicable Annual Enrollment Materials.

1.04 “Annual Discretionary Allocation” shall mean the aggregate amount credited by a Participant’s Employer to a Participant in respect of a particular Plan Year under Section 3.03.

1.05 “Annual Discretionary Allocation Account” shall mean a Participant’s Annual Discretionary Allocation for a Plan Year, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions in accordance with Article 3 and the provisions of the applicable Annual Enrollment Materials.

1.06 “Annual Election Form” shall mean the Annual Election Form required by the Committee to be signed and submitted by a Participant in connection with the Participant’s deferral election with respect to a given Plan Year.

1.07 “Annual Enrollment Materials” shall mean, for any Plan Year, the Annual Election Form, the Distribution Election Form and any other forms, documents or materials concerning the terms of any Annual Participant Deferral, Annual Match or Annual Discretionary Allocation for such Plan Year.

1.08 “Annual Match” shall mean the aggregate amount credited by a Participant’s Employer to a Participant in respect of a particular Plan Year under Section 3.02.

1.09 “Annual Match Account” shall mean a Participant’s Annual Match for a Plan Year, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions in accordance with Article 3 and the provisions of the applicable Annual Enrollment Materials.

1.10 “Annual Participant Deferral” shall mean the aggregate amount deferred by a Participant in respect of a particular Plan Year under Section 3.01.

1.11 “Board” shall mean the board of directors of the Company.

1.12 “Change in Control” shall mean any transaction or series of transactions that constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, in each case within the meaning of Section 409A of the Code.

1.13 “Claimant” shall have the meaning set forth in Section 9.01.

1.14 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

1.15 “Committee” shall mean the Compensation and Benefits Committee of the Company or such other committee designated by the Board to administer the Plan. Any reference herein to the Committee shall be deemed to include any person to whom any duty of the Committee has been delegated pursuant to Section 8.02.

1.16 “Company” shall mean Ameriprise Financial, Inc., a Delaware corporation, and any successor to all or substantially all of its assets or business.

1.17 “Company Stock” shall mean the common stock, par value $0.01 per share, of the Company.

1.18 “Company Stock Fund” shall mean the Investment Option that relates to the performance of Company Stock.

1.19 “Designation Date” means the date or dates as of which a designation of investment directions by a Participant pursuant to Section 3.04, or any change in a prior designation of investment directions by a Participant pursuant to Section 3.04, shall become effective. The Designation Date in any Plan Year

shall be determined by the Committee; provided, however, that each trading day of the New York Stock Exchange shall be available as a Designation Date unless the Committee selects different Designation Dates.

1.20 “Disability” shall mean, with respect to a Participant, the Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. In making its determination, the Committee shall be guided by the prevailing authorities applicable under Section 409A of the Code.

1.21 “Distribution Election” shall mean an election made in accordance with Section 5.01.

1.22 “Distribution Election Form” shall mean the Distribution Election Form required by the Committee to be signed and submitted by a Participant with respect to a Distribution Election for a given Plan Year.

1.23 “Election Form” shall mean, with respect to any Plan Account, the Annual Election Form and the Distribution Election Form or the Amended Distribution Election Form last signed and submitted by the Participant with respect to that Plan Account.

1.24 “Elective Deductions” shall mean the deductions made from a Participant’s Eligible Compensation for amounts voluntarily deferred or contributed by the Participant pursuant to all qualified and non-qualified compensation deferral plans, including, without limitation, amounts not included in the Participant’s gross income under Sections 125, 132(f)(4), 402(e)(3) or 402(h) of the Code, provided, however, that all such amounts would have been payable in cash to the Employee had there been no such plan.

1.25 “Eligible Compensation” shall mean, for any Plan Year, the base salary, bonus or other items of compensation, including any Elective Deductions, designated by the Committee in the applicable Annual Enrollment Materials as eligible for deferral under the Plan for such Plan Year.

1.26 “Employee” shall mean a person who is an employee of any Employer, as determined by the Committee in its sole discretion.

1.27 “Employer” shall mean, as applicable, the Company or any of its subsidiaries listed on Schedule A attached hereto, as such Schedule A may be amended by the Committee, in its sole discretion, from time to time.

1.28 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.29 “Investment Adjustment” shall mean an adjustment made to the balance of any Plan Account in accordance with Section 3.05 to reflect the performance of an Investment Option pursuant to which the value of the Plan Account or portion thereof is measured.

1.30 “Investment Agent” shall mean the person appointed by the Committee or the Trustee to invest the Plan Accounts of Participants, or if no person is so designated, the Committee

1.31 “Investment Option” shall mean a hypothetical investment made available under the Plan from time to time by the Committee for purposes of valuing Plan Accounts. In the event that an Investment Option ceases to exist or is no longer to be an Investment Option, the Committee may designate a substitute Investment Option for the discontinued hypothetical investment.

1.32 “Newly Eligible Employee” shall mean an Employee who becomes eligible to participate in the Plan during a Plan Year and who has not previously participated in the Plan or an account-balance deferred compensation arrangement (as defined for purposes of Section 409A) of the Company or an Employer, as determined by the Committee and to the extent permissible under Section 409A of the Code.

1.33 “Participant” shall mean any eligible Employee (a) who is in a classification of Employees designated by the Committee to participate in the Plan or who is otherwise selected by the Committee to participate in the Plan, (b) who elects to participate in the Plan, (c) who signs the applicable Election Forms, (d) who commences participation in the Plan, and (e) whose participation in the Plan has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.34 “Plan” shall mean the Ameriprise Financial Deferred Compensation Plan, which shall be evidenced by this instrument and by the Annual Enrollment Materials, as they may be amended from time to time.

1.35 “Plan Accounts” shall mean the Annual Deferral Accounts, Annual Match Accounts and Annual Discretionary Allocation Accounts established under the Plan.

1.36 “Plan Year” shall mean the period beginning on January 1 of each year and on ending December 31 of such year.

1.37 “Reporting Person” shall mean an Employee who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

1.38 “Retirement” shall mean, with respect to a Participant, the Participant’s Termination of Employment on or after the date that such Participant becomes Retirement Eligible.

1.39 “Retirement Eligible” shall mean, with respect to a Participant, that the Participant has attained age 55 and has completed ten or more Years of Service with the Company or its affiliates.

1.40 “Termination of Employment” shall mean a “separation from service” as defined under Section 409A of the Code.

1.41 “Trust” shall mean the trust established in accordance with Article 10.

1.42 “Trustee” shall mean the trustee of the Trust.

1.43 “Unforeseeable Emergency” shall mean, with respect to a Participant, a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. In making its determination, the Committee shall be guided by the prevailing authorities applicable under Section 409A of the Code.

1.44 “Years of Service” shall mean the total number of actual or deemed full Plan Years during which a Participant has been continuously employed by one or more Employers. For purposes of determining a Participant’s Years of Service, such Participant’s service with American Express Company will be taken into account if and to the extent, and in accordance with, the provisions of the Employee Benefits Agreement by and between American Express Company and the Company, dated as of September 30, 2005. Any partial Plan Year during which a Participant has been employed by an Employer shall not be counted.

Article 2

Eligibility, Selection, Enrollment

Article 3

Participant Deferrals, Annual Matches, Annual Discretionary Allocations, Investment

Options, Investment Adjustments, Taxes and Vesting

3.01 Participant Deferrals.

(a) Deferral Election. The Committee shall have sole discretion to determine in respect of each Plan Year: (i) whether a Participant shall be eligible to make an Annual Participant Deferral; (ii) the items of Eligible Compensation which may be the subject of any Annual Participant Deferral for that Plan Year; (iii) the terms of any Annual Match for that Plan Year; (iv) the terms of any Annual Discretionary Allocation for that Plan Year; and (v) any other terms and conditions applicable to the Annual Participant Deferral. The Participant’s election shall be evidenced by an Annual Election Form completed and submitted to the Committee in accordance with the procedures and time frames as may be established by the Committee in its sole discretion. The amounts deferred by a Participant in respect of services rendered during a

Plan Year shall be referred to collectively as an Annual Participant Deferral and shall be credited to an Annual Deferral Account established in the name of the Participant. A separate Annual Deferral Account shall be established and maintained for each Annual Participant Deferral.

(b) Minimum and Maximum Deferrals. The Committee may from time to time designate a minimum or maximum deferral amount or percentage applicable to Participants with respect to a given Plan Year.

3.03 Annual Discretionary Allocation. A Participant may be credited with one or more other discretionary allocations in respect of any Plan Year, expressed as either a flat dollar amount or as a percentage of one or more items of the Participant’s Eligible Compensation for the Plan Year, or any combination of the foregoing. Such discretionary allocations credited to a Participant in respect of a Plan Year shall be referred to collectively as the Annual Discretionary Allocation for that Plan Year and shall be credited to an Annual Discretionary Allocation Account in the name of the Participant. A separate Annual Discretionary Allocation Account shall be established and maintained for each Annual Discretionary Allocation. The Committee shall have sole discretion to determine in respect of each Plan Year and each Participant: (a) whether any Annual Discretionary Allocation shall be made; (b) the Participant(s) who shall be entitled to such Annual Discretionary Allocation; (c) the amount of such Annual Discretionary Allocation; (d) the date(s) on which any portion of such Annual Discretionary Allocation shall be credited to each Participant’s Annual Discretionary Allocation Account; (e) the Investment Option(s) that shall apply to such Annual Discretionary Allocation; and (f) any other terms and conditions applicable to such Annual Discretionary Allocation.

(c) Any initial or subsequent investment direction shall be in writing to the Investment Agent on a form supplied by the Company, or, as permitted by the Investment Agent, may be by oral designation or electronic transmission designation to the Investment Agent. A designation shall be effective as of the Designation Date next following the date the direction is received and accepted by the Investment Agent or as soon thereafter as administratively practicable, subject to the Committee’s right to override such direction. The Participant may, if permitted by the Committee, make an investment direction to the Investment Agent for his or her existing Plan Accounts as of a Designation Date and a separate investment direction to the Investment Agent for contribution credits to his or her Plan Accounts occurring after the Designation Date.

(d) All amounts credited to a Participant’s Plan Accounts shall be invested in accordance with the then effective investment direction, unless the Committee directs otherwise. Unless otherwise changed by the Committee, an investment direction shall remain in effect until the Participant’s Plans Accounts are distributed or forfeited in their entirety, or until a subsequent investment direction is received and accepted by the Investment Agent.

(e) If a Participant files an investment direction with the Investment Agent for his or her existing Plan Accounts as of a Designation Date which is received and accepted by the Investment Agent and not overridden by the Committee, then the Participant’s existing Plan Accounts shall be deemed to be reallocated as of the next Designation Date (or as soon thereafter as administratively practicable) among the designated investment funds according to the percentages specified in such investment direction; provided, however, that a Participant’s ability to change the Investment Options applicable to his or her Annual Match Account and Annual Discretionary Allocation Account are subject to, and may be limited by, the Committee’s discretion under Sections 3.02 and 3.03 to designate the Investment Options that shall apply to all or a portion of such Annual Match Account or Annual Discretionary Allocation Account. Unless otherwise changed by the Committee, an investment direction shall remain in effect until the Participant’s Plan Accounts are distributed or forfeited in their entirety, or until a subsequent investment direction is received and accepted by the Investment Agent.

(f) The Committee, in its sole discretion, may place limits on a Participant’s ability to make changes with respect to any Investment Options. In addition, in no event shall a Participant who is a Reporting Person be permitted to allocate any portion of his or her Plan Accounts to the Company Stock Fund more frequently than quarterly.

(g) If the Investment Agent receives an initial or subsequent investment direction with respect to Plan Accounts which it deems to be incomplete, unclear or improper, or which is unacceptable for some other reason (determined in the sole and absolute discretion of the Investment Agent), the Participant’s investment direction for such Plan Accounts then in effect shall remain in effect (or, in the case of a deficiency in an initial investment direction, the Participant shall be deemed to have filed no investment direction) until the Participant files an investment direction for such Plan Accounts acceptable to the Investment Agent.

(h) If the Investment Agent does not possess valid investment directions covering the full balance of a Participant’s Plan Accounts or subsequent contributions thereto (including, without limitation, situations in which no investment direction has been filed, situations in which the investment direction is not acceptable to the Investment Agent under Section 3.04(g), or situations in which some or all of the Participant’s designated investments are no longer permissible Investment Options), the Participant shall be deemed to have directed that the undesignated portion of the Plan Accounts be invested in a money-market fund or similar short-term investment fund; provided, however, the Committee may provide for the undesignated portion to be allocated to or among the Investment Option(s) that the Participant did designate in the same proportion as the designated portion, or may provide for any other allocation method it deems appropriate, in its discretion.

(i) None of the Company, its directors and employees (including, without limitation, each member of the Committee), and the Trustee, and their designated agents and representatives, shall have any liability whatsoever for the investment of a Participant’s Plan Accounts, or for the investment performance of a Participant’s Plan Accounts. Each Participant hereunder, as a condition to his or her participation hereunder, agrees to indemnify and hold harmless the Company, its directors and employees (including, without limitation, each member of the Committee), and the Trustee, and their designated agents and representatives, from any losses or damages of any kind (including, without limitation, lost opportunity costs) relating to

the investment of a Participant’s Plan Accounts. The Investment Agent shall have no liability whatsoever for the investment of a Participant’s Plan Accounts, or for the investment performance of a Participant’s Plan Accounts, other than as a result of the failure to follow a valid and effective investment direction. Each Participant hereunder, as a condition to his or her participation hereunder, agrees to indemnify and hold harmless the Investment Agent, and its agents and representatives, from any losses or damages of any kind (including, without limitation, lost opportunity costs) relating to the investment of a Participant’s Plan Accounts, other than as a result of the failure to follow a valid and effective investment direction.

(j) The Participant’s Annual Match Accounts and Annual Discretionary Allocation Accounts for each Plan Year shall be treated for purposes of this Section 3.04 as separate from the Annual Deferral Accounts for that Plan Year. Unless otherwise provided in the applicable Annual Enrollment Materials, a Participant may only provide investment directions with respect to all of his or her Annual Deferral Accounts.

3.06 FICA and Other Taxes.

(a) Annual Deferral Amounts. For each Plan Year in which an Annual Participant Deferral is being withheld from a Participant or in which an Annual Match or Annual Discretionary Allocation credited on behalf of a Participant vests, the Participant’s Employer(s) shall withhold from the Participant’s other compensation payable by the Employer(s) to the Participant, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes. If the Committee determines that such portion may not be sufficient to cover the amount of the applicable withholding, then the Committee may reduce the Annual Participant Deferral to the extent necessary, as determined by the Committee in its sole discretion, for the Participant’s Employer to comply with applicable withholding requirements.

(b) Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under the Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee

of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.

3.07 Vesting.

(a) Forfeiture of Unvested Amounts. As of the date of a Participant’s Termination of Employment (other than a Retirement), the amounts credited to each of the Participant’s Plan Accounts shall be reduced by the amount which has not become vested in accordance with the vesting provisions set forth below and in the Annual Enrollment Materials applicable to such Plan Account, and such unvested amounts shall be forfeited by the Participant.

(b) Vesting of Amounts. A Participant shall be vested in all amounts credited to his or her Annual Deferral Account as of the date such amounts are credited to such Participant’s Annual Deferral Account. The Participant shall be vested in his or her Annual Match Account and Annual Discretionary Allocation Account in respect of each given Plan Year as set forth in the Annual Enrollment Materials for such Plan Year. The vesting terms of Annual Match Accounts and Annual Discretionary Allocation Accounts set forth in the Annual Enrollment Materials shall be established by the Committee in its sole discretion and may vary for each Participant and each Plan Year.

(c) Vesting upon Death, Disability or Retirement Eligibility. In the event of the death or Disability of a Participant, or upon a Participant becoming Retirement Eligible, all amounts credited to any and all Plan Accounts of such Participant as of the effective date of such death, Disability or Retirement Eligibility shall become immediately 100% vested.

(d) Vesting upon Change in Control. Upon the occurrence of a Change in Control of the Company, all amounts credited to any and all Plan Accounts of each Participant as of the effective date of such Change in Control shall become immediately 100% vested

(e) Vesting upon Plan Termination. In the event of a termination of the Plan as it relates to any Participant, all amounts credited to any and all Plan Accounts of such Participant as of the effective date of such termination shall be 100% vested.

(f) Acceleration of Vesting by Committee. Notwithstanding anything to the contrary contained in the Plan, any Annual Election Form or any Annual Enrollment Materials, the Committee shall have the authority, exercisable in its sole discretion, to accelerate the vesting of any amounts credited to any Plan Account of any Participant.

Article 4

Suspension of Deferrals

Article 5
Distribution of Plan Accounts

5.01 Distribution Elections.

(a) Initial Elections. The Participant shall make a Distribution Election at the time he or she makes an Annual Participant Deferral with respect to a given Plan Year to have the Participant’s respective Plan Accounts for that Plan Year distributed in either a lump sum, or two to ten substantially equivalent annual installments, in each case commencing, in accordance with administrative guidelines determined by the Committee, on June 30th of (i) a specified year following the year that the compensation deferred would otherwise have been paid; or (ii) the year following the year of the Participant’s termination.

5.02 Payment upon Retirement of Participant. Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, in the event of a Participant’s Retirement, the balance of the Participant’s Plan Accounts will be paid out in either a lump sum, or two to ten substantially equivalent annual installments, as specified by the Participant in his or her Distribution Election, in each case commencing, in accordance with administrative guidelines determined by the Committee, on June 30th of the year following the year of the Participant’s Retirement.

5.03 Payment upon Disability of Participant. Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, a Participant suffering a Disability shall receive the balance of his or her Plan Accounts, which shall be paid in a lump sum within 90 days of the Committee’s determination that the Participant has a Disability.

5.05 Other Termination of Employment. Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, in the event of a Participant’s Termination of Employment for any reason other than Retirement, Disability or death, the portion of the Participant’s Aggregate Vested Balance will be paid out in either a lump sum, or two to five substantially equivalent annual installments, as specified by the Participant in his or her Distribution Election, in each case commencing, in accordance with administrative guidelines determined by the Committee, on June 30th of the year following the year of the Participant’s Termination of Employment. Notwithstanding anything to the contrary in a Participant’s Distribution Election or otherwise, in the event that the Participant specified in his or her Distribution Election for a Plan Account to be paid out in more than five installments, such Participant’s Distribution Election for such Plan Account shall be deemed to specify five annual installments for purposes of this Section 5.05.

Article 6
Leave of Absence

Article 7
Termination, Amendment or Modification

Article 8
Administration

Article 9
Claims Procedures

(a) that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section 9.03.

(a) may review pertinent documents;

(b) may submit written comments or other documents; and/or

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent Plan provisions upon which the decision was based; and

Article 10
Trust

Article 11
Miscellaneous

11.04 Other Benefits and Agreements. The benefits provided for a Participant under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

Ameriprise Financial, Inc.

Minneapolis, Minnesota 55474

Attn: Vice President, Benefits

with a copy to:

General Counsel’s Office

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under the Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

AMERIPRISE FINANCIAL, INC.

(Registrant)

Date: February 29, 2008

/s/ Walter S. Berman

Walter S. Berman
Executive Vice President and Chief Financial Officer

Ameriprise Financial
Deferred Compensation Plan

Schedule A
January 1, 2007

Employers

· Ameriprise Bank, FSB

· Ameriprise Enterprise Investment Services, Inc.

· Ameriprise Financial Services Inc.

· RiverSource Distributors, Inc.

· RiverSource Investments, LLC

· RiverSource Service Corporation

· RiverSource Life Insurance Company

· RiverSource Life Insurance Co. of New York

· IDS Property Casualty Insurance Company

· Ameriprise Trust Company

EX-10.10 3 a2182855zex-10_10.htm EXHIBIT 10.10

Exhibit 10.10

Ameriprise Financial, Inc.

2007 Long-Term Incentive Award Program Guide

This Guide is available on Inside and is for awards granted in January 2007 and forward.


	THIS DOCUMENT IS PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
What’s next	BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933.

	May 2007

Table of Contents

Long-Term Incentive Award Program Guide
Information regarding awards granted beginning January 1, 2007.

Long-Term Incentive Award Program	1
LTIA Program Overview
Substitution Awards

Ameriprise Financial 2005 Incentive Compensation Plan	2

Stock-Based Award Types	3

Restricted Stock Award (“RSA”)	4
Valuing RSA Grants
Vesting
Quarterly Dividends
Treatment of RSAs Upon Certain Events

Non-Qualified Stock Option (“NQSO”)	5
Valuing NQSO Grants
Vesting
Steps for Exercising NQSOs
NQSO Exercise Illustration
Treatment of NQSOs Upon Certain Events

Restricted Stock Unit (“RSU”)	8
Treatment of RSUs Upon Certain Events

Long-Term Performance Plan (“LTPP”) for Bands 50 and above	8

Tax Implications for Stock-Based and Other LTIAs (U.S. Only)	9
RSA/RSU Tax Implications
NQSO Tax Implications
Other Tax Implications for LTIAs

Treatment of LTIAs Upon Certain Events	12
Part-Time Employment Status
Employment Termination
Leave of Absence
Death
Disability Termination
Retirement
Transfer Between Business Segments
Transfer from Field Sales Leader to P2 Advisor Situations of Detrimental Conduct
Change in Control (“CIC”) of the Company Payments to U.S. Taxpayers Upon a Change in Control of the Company
Resale of Shares Received Under the Plan

Comparison of LTIA Major Terms and Provisions	17
Non-Qualified Stock Options (NQSOs)
Restricted Stock Awards/Restricted Stock Units (RSAs and RSUs)

Administrative Information about this Guide	19
About this Guide
About the Illustrations
Award Confirmation Materials
Governing Award Documents
AMP Shares Available for Grant Under the Plan
Plan Administration
Performance-Based Compensation
Adjustments upon Changes in Capitalization
Tax Withholding
Assignment and Transfer
Amendment
Terms of the Plan

Appendix A – Detrimental Conduct Provisions to Long-Term Incentive Awards	23

Resources	27
Availability of Certain Information and Incorporation of Documents by Reference
Contact Information

Long-Term Incentive Award Program Guide

Long-Term Incentive Award Program (“LTIA”)

The LTIA program is designed to align participants’ interests with those of the shareholders of Ameriprise Financial, Inc. (“Company”). By providing a stake in the Company’s future success, LTIAs are considered essential to our efforts to attract and retain talented employees.

LTIAs are long-term incentive awards, e.g., non-qualified stock options, restricted awards, etc., issued pursuant to the Ameriprise Financial 2005 Incentive Compensation Plan (“Plan”), as amended and restated. Management recommends LTIAs within the program’s guidelines. Award pools are established at the beginning of the annual year-end performance and compensation process. (LTIA award pools are subject to CBC discretion, cost, dilution and shareholder plan limits.) All LTIAs are recommended for approval by the Compensation and Benefits Committee of the Company’s Board of Directors (“CBC”). Upon approval by the CBC, awards are then communicated to employees by their leaders.

LTIA guidelines are reviewed and set annually to provide competitive compensation opportunities, while giving management flexibility to select and reward individuals. Management may choose to reward some individuals in consecutive years, while others are rewarded on a less frequent basis.

Management considers a variety of factors when determining awards under the LTIA program, including, but not limited to:

· Performance ratings,

· Leadership behaviors and skills,

· Importance to the future performance and growth of the organization, and

· Ability to model behaviors for others.

These factors are particularly important when selecting award recipients in pay bands where program participation is limited to less than 100% of employees. This participant level is consistent with market practices and ensures recipients receive meaningful awards.

LTIA Program Overview

The chart on the following page summarizes key features of the LTIA program. The Plan permits a variety of awards to be granted to Plan participants. This Guide describes awards we expect to grant and may not cover the specific features of every award. Certain awards may have terms that are different than those described in this Guide, and all awards are subject to the Plan and their own specific award agreements or certificates. However, this Guide is intended to cover the vast majority of awards, and you may generally rely on it for the governance of your awards unless we communicate something different to you.

If the type of awards granted changes from what is described in this Guide, we will provide you with detailed information regarding any changes. Detailed information about various award types, tax implications and other award features is contained in the following sections.

Type of Award		Key Features

Restricted Stock		· RSAs will vest in equal installments over a three-year period.
Award (“RSA”)		· Quarterly dividends will be paid during the vesting period.

Non-Qualified		· NQSOs will vest and become exercisable in equal installments over a three-year period.
Stock Option \|(“ NQSO”)		· NQSOs may be exercised up to 10 years after the grant date, subject to continuous employment and award requirements.

Restricted Stock Unit		· RSUs will vest in equal installments over a three-year period.
Award (“RSU”)		· Quarterly dividend equivalents will be paid during the vesting period.

Long-Term Performance Plan (“LTPP”)		· The performance periods for LTPP awards, performance-based cash incentive awards, are generally three-years. Awards generally vest and become payable in the first February following the end of the third year.

*To avoid adverse tax consequences, Restricted Stock Units (“RSUs”) may be granted in lieu of RSAs and NQSOs in certain countries.

Substitution Awards

In addition to those LTIAs granted to eligible Participants, certain incentive awards granted under the American Express Company 1998 Incentive Compensation Plan in connection with the spin-off from American Express Company have been substituted (i.e., Substitution Awards) with Ameriprise Financial LTIAs. Substitution Awards are governed by the Plan in the Form of Ameriprise Financial 2005 Incentive Compensation Plan Award Certificates.

Ameriprise Financial 2005

Incentive Compensation Plan

The Plan is designed to promote the Company’s and our shareholders’ interests by providing eligible participants with incentives and rewards to encourage your continued service in the management, growth and protection of the Company’s financial success.

The Plan provides for the grant of cash awards, non-qualified and incentive stock options, restricted stock awards, restricted stock units and other stock-based awards to eligible employees. The CBC may grant LTIAs to other persons such as independent contractors and non-employee directors who provide services to the Company. LTIAs may be settled in cash and/or in shares of Company common stock (“AMP Shares”) or other property pursuant to LTIA terms. In addition, to provide suitable incentives to employees outside the United States, we may issue awards similar to the types of awards listed above that also meet the requirements of foreign jurisdictions.

Stock-Based Award Types

This section summarizes general features of RSAs, NQSOs and RSUs. Detailed information about the various award types is contained in sections that follow.

Award Feature	RSA	NQSO	RSU
Intent and form of award	A grant of AMP Shares in which the recipient’s rights in the stock are restricted until the AMP Shares vest, subject to continuous employment.	The opportunity to purchase (or exercise) a specific number of AMP Shares when the award vests, subject to continuous employment.	A promise to deliver AMP Shares when the award vests, subject to continuous employment.

Size of grant	Generally, the dollar value of the award is converted to a specific number of AMP Shares (at fair market value) on the grant date.

Vesting schedule	Generally, awards vest in equal annual installments over a three-year period. Individual awards may vary as specified in your award package.

Dividends/dividend equivalents	Dividends payable as declared by Ameriprise Financial Board of Directors (usually quarterly) on unvested AMP Shares.	No	Same as RSA,but in the form of dividend equivalents.

Tax on dividends/dividend equivalents for unvested AMP Shares (U.S. only)	Taxed as ordinary income and reflected on your W-2 Form.	No	Same as RSA.

Voting rights for unvested AMP Shares	Yes	No	No

Current value	Current share price multiplied by number of AMP Shares.	Difference between the grant price (also known as the exercise or strike price) and the current share price, multiplied by the number of AMP Shares.	Same as RSA.

Taxation (U.S. only)	Generally upon vesting. Subject to statutory federal minimum, state and local income tax withholding, Social Security and Medicare taxes (actual tax obligation may be higher).	Upon exercise. Subject to statutory federal minimum, state and local income tax withholding, Social Security and Medicare taxes (actual tax obligation may be higher).	Same as RSA.

Restricted Stock Award (“RSA”)

An RSA grant is a grant of AMP Shares. Your rights to the shares are restricted until the shares vest and you remain employed with the Company. Once vested, you receive the AMP Shares free from restrictions. Quarterly dividends, if any, are paid during the restricted period. You have full voting rights for all of your restricted AMP Shares.

Valuing RSA Grants

The value of an RSA share at vesting is equal to Ameriprise Financial’s average share price on that day. We use the fair market value as reported on the New York Stock Exchange composite tape of Ameriprise Financial’s trading prices on the vesting date.

For example, if 150 restricted AMP Shares vest in January 2007 and the AMP Share price at vesting is $55, the pre-tax value of these AMP Shares would be $8,250 ($55 x 150 = $8,250). (See “About the Illustrations” for an important disclosure.)

Vesting

RSAs generally vest in equal installments over a three-year period, starting with the first anniversary of the grant date and ending on the third anniversary of the grant date.

The Award Certificate you receive with an RSA grant will include a personalized vesting schedule. Prior to the vesting date, the Ameriprise LTIA Administration group will remind you that you must open a brokerage account with Ameriprise Financial Brokerage Services (“AFBS”) and have the net AMP Shares transferred to this account or hold the net AMP Shares in an account in your name with the transfer agent.

The net AMP Shares deposited into your account will be the number of AMP Shares specified in your RSA award less the necessary number of AMP Shares needed to satisfy any tax withholding requirements. Once deposited into your account, you may sell your AMP Shares at any time, subject to securities laws governing insider trading, short swing profit rules and Company black-out periods applicable to Bands 50 and above. You are responsible for knowing the applicable laws and Company policies regarding your stock and stock based awards and abiding by them.

Quarterly Dividends

AMP Share dividends, as declared by the Ameriprise Financial Board of Directors, are paid quarterly during the restricted period. The dividend payment amount is determined each quarter and stated as a per share amount that is multiplied by the number of restricted AMP Shares in your award. For example, if a quarterly dividend is $0.12 per share and you have 500 restricted AMP Shares, your quarterly dividend payment would equal $60 ($0.12 x 500 = $60).

To change the address where your dividend check is mailed or to request a dividend check replacement, contact the Transfer Agent. Contact information can be found on page 28 of this guide.

Treatment of RSAs Upon Certain Events

For information on the treatment of RSAs upon retirement, employment termination, leave of absence, etc., please see “Treatment of LTIAs Upon Certain Events.”

Non-Qualified Stock Option (“NQSO”)

An NQSO gives you the right to purchase a specified number of AMP Shares for a 10-year period at the exercise price (the share price at grant) on the day of the grant date, subject to continuous employment and vesting requirements. The exercise price is equal to the closing stock price as reported on the New York Stock Exchange composite tape on the grant date. Once an option becomes vested, you determine when to exercise the option and how to pay for the option exercise.

“Non-qualified” refers to the tax treatment of the option under the Code. A non-qualified stock option does not receive special individual tax treatment under the Code. This means the gain is treated as ordinary income and you must pay tax on the gain when you exercise the NQSO. (See “Tax Implications for Stock-Based Awards (U.S. only)” for more detailed information.)

Valuing NQSO Grants

NQSOs earn value when Ameriprise Financial’s stock price increases above the exercise price. Once an NQSO becomes vested, you have the right to exercise the NQSO. For example, assume that 500 vested NQSOs were granted at the exercise price of $35 per share and the AMP Share price is now $55. If you decide to exercise the NQSO, the pre-tax value of these shares would be $10,000 ($55 - $35 = $20 x 500 = $10,000). (See “About the Illustrations” for an important disclosure.)

Vesting

Outstanding NQSOs generally become vested and available for exercise in equal installments over a three-year period, starting with the first anniversary of the grant date and ending on the third anniversary of the grant date. The Award Certificate you receive in connection with an NQSO grant will include a personalized schedule.

Steps for Exercising NQSOs

(For U.S. employees; exercise steps outside the United States may differ due to local requirements.) You may exercise an NQSO as soon as it vests or at any subsequent time during the 10-year option term, as long as you remain employed with the Company. Please keep track of your NQSO expiration date(s) to ensure you realize any value through a timely exercise. As with any investment decision, please consult with your personal financial advisor before exercising an NQSO.

Follow these steps to exercise an NQSO:

1. Complete the Notice of Exercise of Employee Stock Option Form. To access this form, please go to Inside and search on “Exercise Form.” Also, you may e-mail Brokerage Services for the “Notice of Exercise Form.” Their address is “ESO Group.” On the form, indicate how you plan to pay for the AMP Shares you are purchasing through exercising the option and any required minimum tax withholding. You may pay the exercise cost (exercise price times the number of shares) using one of these payment options (in U.S. dollars):

· Cashless: Instruct Ameriprise Financial Brokerage Services (“AFBS”), our exclusive broker, to sell all exercised shares and pay the exercise cost and tax payment due. There is no fee to open a brokerage account with AFBS, and you will pay a reduced commission when AFBS sells shares on your behalf.

· Check: Made payable to Ameriprise Financial, Inc. This check must accompany the “Request to Exercise Form” and both (the Form and check) mailed to AFBS at the address indicated on the Exercise Form.

· Stock-for-Stock (“Swap”): Swap AMP Shares you have owned for at least six months that are held in either your name or a joint account with your name. (AMP Shares within a U.S. Individual Retirement Account, the Ameriprise Financial 401(k)
Plan, or other similar program cannot be used for this

transaction.) You may pay the exercise cost by completing an “Attestation Form” and attaching documentation that affirms you own the required AMP Shares. To access this form, please go to Inside and search on “Attestation Form.”

If you choose to pay the exercise cost using the cashless method, required tax withholding will be deducted from the proceeds of the sale. If you choose to pay the exercise cost by cash/check or with AMP Shares (i.e., Swap), you may pay any required minimum tax withholding using one of these payment options (in U.S. dollars):

· Request AFBS to take funds from your brokerage cash account to cover tax withholdings; or

· Instruct AFBS to withhold and sell the appropriate number of shares (otherwise available from the exercise) to pay the required minimum tax withholding. Note: Shares cannot be sold until after tax withholding liability has been determined. Due to price fluctuation (between exercise and disposition of shares), the exact number of shares needed to cover taxes will not be known immediately upon exercise.

2. (For Bands 50 and above only) Verify special provisions and restrictions.

· Obtain required approval. All Section 16 reporting officers must pre-clear their intent to exercise through the Company’s Corporate Secretary’s Office. Additional approvals may be required for all Bands 50 and above participants if the exercise request exceeds certain hurdles, e.g., the request that would result in the exercise of more than 40% of your available AMP Shares (25% for Executive Team members) within any 90-day period. The Corporate Secretary’s Office will provide instruction on necessary approvals required.

· Black-out period. There is a quarterly black-out period when the trading window closes and remains closed for approximately six weeks until the Company’s earnings for the preceding quarter are made public. Other black-out periods may apply as determined by the Corporate Secretary’s Office. All affected participants will receive an email from the Corporate Secretary’s Office quarterly stating the blackout dates including a copy of the Ameriprise Securities Trading Policy.

· (For Bands 70 and above only) Affirm stock ownership requirements are met or requirements understood if not yet met. The Company has implemented stock ownership guidelines for executives. These guidelines have been communicated to affected executives. All Bands 70+ will receive a stock ownership summary statement annually.

· (For executive officers only) Participants who are executive officers of the Company also need to be aware that their sales of AMP Shares in all Company plans, including the Ameriprise 2005 Incentive Compensation Plan, Ameriprise Deferred Compensation Plan, Ameriprise Financial 401(k) Plan and all other stock-based plans in which they participate, are subject to the reporting requirements and short-swing trading restrictions of Section 16 of the Securities Exchange Act of 1934. You should consult with your personal financial or legal advisor prior to selling and/or buying AMP Shares in these plans.

3. Submit your “Notice of Exercise of Employee Stock Option Form.” If you plan to sell all or a portion of your AMP Shares, fax the form directly to AFBS at 612.671.6023. If you are paying for the exercise by check or with AMP Shares you already own, mail the form to AFBS at the address indicated on the form, along with the check or instructions on where AMP Shares are currently held. AFBS will confirm either the amount or shares needed to cover the exercise cost and the required minimum tax withholding. (Electronic submission of forms is not currently available.)

4. To place a stop order on your account, contact AFBS directly at 612.671.5355 or 800.555.9826.

You will also need to complete and submit the “Notice of Exercise Form” and “Attestation Form,” if swapping shares.

The provisions and procedures described above are subject to change as the Company implements more integrated and automated processes.

NQSO Exercise Illustration

(For U.S. purposes only) The illustration shows three ways to exercise an NQSO. In this example, assume a U.S. employee chooses to exercise 1,000 NQSO shares with a grant price of $30 per share. Assume the market price on the exercise date is $50 per share.

NQSO Exercise Alternatives

			Cash (Using Check	Stock-for-Stock
	Exercise Step	Cashless Via Broker	or Money Order)	(Swap)

A	Market value of exercised AMP Shares at $50 ($50/share x 1,000 shares)	$50,000	$50,000	$50,000

B	Exercise price paid
	($30/share x 1,000 shares)	$30,000 (use sale proceeds)	$30,000	$30,000 (swap 600 AMP Shares)

C	Pre-Tax Gain (Step A – Step B)	$20,000	$20,000	$20,000

D	Minimum U.S. tax withholding paid (Step C x 40% assumed tax)	$8,000	$8,000 (withhold 160 AMP Shares from exercise)	$8,000

E	Incremental value after exercise and tax withholding (Step A – Step B – Step D)	$12,000 (broker commission applies)	$12,000	$12,000

F	Incremental share ownership (or net proceeds) from exercise	$12,000	840 AMP Shares (1,000 – 160 AMP) Shares withheld for taxes)	240 AMP Shares (1,000 – 160 AMP Shares withheld for taxes; 600 AMP Shares swapped)

(See “About the Illustrations” for an important disclosure.)

Treatment of NQSOs Upon Certain Events

To find out how your NQSOs will be treated upon retirement, employment termination, leave of absence, etc., please see “Treatment of LTIAs Upon Certain Events.”

Restricted Stock Unit (“RSU”)

The Company has the right to grant an RSU in place of an RSA or NQSO when it is advantageous to the employee and/or the Company from a tax perspective.

In the United States, RSUs are granted in lieu of RSAs to employees who meet the retirement definition during the course of the award’s term to avoid adverse tax consequences. In certain countries outside the United States, RSAs or NQSOs are taxable at the time of grant even though they have not vested. For this reason, RSUs may be granted and they may have country-specific provisions.

Generally, an RSU represents the Company’s intent to provide a specified number of AMP Shares at the end of a three-year period of continuous employment. During this period, you receive quarterly payments that are the equivalent value of AMP Share dividends. You do not have voting rights for shares promised under the RSU.

After vesting, you will receive the number of vested AMP Shares specified in your RSU award. Tax withholding on the market value of these shares will depend on the tax regulations in your country. Any required minimum tax withholding will be paid by withholding AMP Shares.

Treatment of RSUs Upon Certain Events

For information about how your RSUs will be treated upon certain events, such as retirement, employment termination, leave of absence, etc., please see “Treatment of LTIAs Upon Certain Events.”

Long-Term Performance Plan (“LTPP”) for Bands 50 and above

Please refer to the separate Long-Term Performance Plan guide on Inside for details and provisions pertaining to this plan.

Tax Implications for Stock-Based and Other LTIAs (U.S. Only)

The following is a summary description of the United States federal income tax consequences generally arising with respect to grants of RSAs, NQSOs, RSUs and other LTIAs issued under the Plan. There may also be state and local taxes applicable to these awards. This summary is not intended to be a complete description of all possible tax consequences of LTIAs issued under the Plan and you should be aware that different tax treatments may apply outside of the United States depending upon your country of residence and/or citizenship.

NO ADVICE ON TAX TREATMENT OF ANY LTIA, INCLUDING THE EXERCISE OF ANY NQSOS, HAS BEEN GIVEN TO YOU. YOU ARE URGED TO CONSULT YOUR OWN PERSONAL COUNSEL, ACCOUNTANT, OR OTHER TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF LTIAS GRANTED TO YOU BASED ON YOUR PARTICULAR TAX SITUATION.

RSA/RSU: U.S. Tax Implications

The tax rules that apply to your RSA or RSU award vary based on your tax jurisdiction. Below is a brief summary of the general tax implications for U.S. taxpayers. You are urged to consult with your personal tax advisor on applicable tax implications of RSA or RSU awards and selling acquired AMP Shares in light of your individual circumstances.

For employees subject to U.S. taxes, there are no specific income tax consequences when an RSA/RSU award is granted. As the restricted period expires and RSA/RSU shares vest (i.e., the RSA/RSU shares become transferable or no longer subject to a substantial risk of forfeiture, whichever occurs earlier), ordinary compensation income taxes are triggered based on the market value of an AMP Share on the day of vesting. Your W-2 wage and earnings statement will indicate that you had ordinary compensation income equal to the market value of your vested AMP Shares.

Income resulting from an RSA/RSU vesting is subject to U.S. statutory federal minimum income tax withholding, plus any applicable statutory state and local withholding. (NOTE: The actual income tax you owe will be based on your individual circumstances and may be more or less than the income tax withheld.) This income is also subject to Social Security and Medicare taxes. The net AMP Shares deposited into your account will be the number of AMP Shares specified in your RSA/RSU award less the necessary number of AMP Shares needed to satisfy any tax withholding requirements.

If you later sell AMP Shares acquired from an RSA/RSU vesting, you will realize a short-term or long-term capital gain (or loss) on the spread between the market value on the date of vesting (your cost basis) and the net proceeds you receive when you sell the AMP Shares. If you realize a gain after satisfying a minimum holding period (currently greater than one year) and are in a net capital gain position under applicable U.S. tax rules, you may be able to pay tax on the gain based on long-term capital gains tax rates. These rates are generally lower than ordinary income and short-term capital gains tax rates. If you realize a loss, you may be able to use that loss to offset any capital gains you may otherwise have. Any loss in excess of capital gains may, to a limited extent, be used to offset ordinary income, as permitted under applicable U.S. tax rules.

During the restricted period, any dividends or dividend-equivalents paid on unvested RSA/RSU shares will be paid through the Transfer Agent and reflected in the earnings column under “Taxable Other” on your payroll check. Dividends or dividend-equivalents paid on these shares are also considered ordinary income and are subject to taxes, as described above. Ordinary income incurred will appear on your W-2 statement.

In advance of an RSA vesting event, you will receive a notification of this pending RSA vesting from Ameriprise LTIA Administration. This notification will provide you with important information and instructions in advance of the vesting date. At the end of the calendar year in which you had a vesting event, you will receive a Share Release Receipt that reflects the grant date, vesting date, market value of your vested AMP Shares, Ameriprise Financial stock price used to calculate the fair market value, number of shares withheld to satisfy your tax obligation, breakdown of the taxes withheld and net shares delivered to you. It is extremely important that you retain this document for income tax purposes.

NQSO: U.S. Tax Implications

The tax implications that apply when you exercise your NQSOs vary based on your tax jurisdiction. Below is a summary of the general tax implications for holders of NQSOs who are U.S. taxpayers. You are urged to consult with your personal tax advisor on the applicable U.S. and non-U.S. tax implications of receiving and exercising NQSOs and selling acquired AMP Shares in light of your individual circumstances.

For employees subject to U.S. taxes, in the year that you exercise an NQSO, your W-2 wage and earnings statement will indicate that you had ordinary compensation income equal to the difference between the exercise price and the market value of AMP Shares on the day of the exercise.

Income resulting from an NQSO exercise is subject to U.S. statutory minimum federal income tax withholding, plus any applicable statutory state and local withholding. (NOTE: The actual income tax you owe will be based on your individual circumstances and may be more or less than the income tax withheld.) This income is also subject to Social Security and Medicare taxes. You may pay any required minimum tax withholding using one of three payments options: check, selling of AMP Shares or retention of AMP Shares by the Company. Please refer to the section in this Guide titled “NQSO Exercise Illustration” for withholding tax payment details.

If you later sell AMP Shares acquired from an NQSO exercise, you will realize a short-term or long-term capital gain (or loss) on the spread between the market value on the date of exercise (your cost basis) and the net proceeds you receive when you sell the AMP Shares. If you realize a gain after satisfying a minimum holding period (currently greater than one year) and are in a net capital gain position under applicable U.S. tax rules, you may be able to pay tax on the gain based on long-term capital gains tax rates. These rates are generally lower than ordinary income and short-term capital gains tax rates. If you realize a loss, you may be able to use that loss to offset any capital gains you may otherwise have and any loss in excess of capital gains may, to a limited extent, be used to offset ordinary income, to the extent permitted under applicable U.S. tax rules.

If you pay for an NQSO exercise with AMP Shares you have owned for at least six months, generally under current U.S. tax laws, this does not result in the taxable sale or other disposition of these old AMP Shares. In fact, if you use the “attestation” procedure to do this (described in this Guide as a “stock-for-stock exercise”), the old AMP Shares will retain their cost or other tax basis and their holding period.

Other Tax Implications for LTIAs

Performance-based LTIAs

Tax regulations limit the Company’s ability to deduct compensation paid during a fiscal year to a Covered Employee in excess of one million dollars, unless such compensation qualifies as “performance-based compensation” or meets another exception. Generally, LTIAs granted under the Plan may be deductible by the Company, without regard to the limit set by the regulations; however, the Plan does permit awards to be granted that would be subject to such limit and that would not qualify as “performance-based compensation” or meet another exception in the Code. In such case, the Company’s deductions with respect to such awards would be subject to the limitations imposed by the Code.

Generally, you will not have income at the time the CBC grants a performance-based award to you. Under current tax laws, you generally will have income at the time the Company pays cash, AMP Shares, other Company securities or property to you, which will equal the amount of cash and the fair market value of the AMP Shares, securities, or property you receive.

Code Section 83(b) Election

Under the Plan, you may be permitted or required to elect to be taxed at the time of receipt of AMP Shares or other property rather than upon lapse of restrictions on transferability or substantial risk of forfeiture, but if you subsequently forfeit such AMP Shares or property, you would not be entitled to any tax deduction, including a capital loss, for the value of the AMP Shares or property on which you previously paid tax. In such case, you must file any such election with the IRS within 30 days of the receipt of the AMP Shares or other property. The Company generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the Participant.

Parachute Payments

In certain circumstances, a Plan Participant might be deemed to have received “parachute payments” under the Code to the extent that a Change of Control results in the grant of, or increase in the amount of, any LTIA or accelerates a Participant’s rights under any LTIA. In general, if the present value of all payments to a Participant constituting parachute payments equals or exceeds three times the Participant’s “base amount” (the Participant’s average annual compensation, determined over the five-year period preceding the year the payment is made), the Participant will be subject to a 20% excise tax (in addition to regular tax) on the excess of the parachute payments over the Participant’s base amount. Also, the Company will be denied any tax deduction for the amount of the excess parachute payments. See “Payments to U.S. Taxpayers Upon a Change in Control of the Company” for more information.

Code Section 409A

Congress passed tax legislation geared toward certain deferred compensation programs. This statute, Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), was generally effective January 1, 2005. LTIAs earned and vested prior to the end of 2004 are generally exempt from the new law, provided they are not materially modified after October 3, 2004. All LTIAs subject to the new law will be administered in compliance with the new law, even if it conflicts with the information in this Guide, the Plan or the governing award documents described above. In order to comply with Code Section 409A, the CBC may, in its sole discretion in any manner and at any time without your prior consent or notice, subject to Plan provisions, decide to administer, operate, or amend the Plan in conformity with Code Section 409A in an effort to maintain the tax effectiveness of service recipient stock. The information in this Guide, as well as the Plan and the governing award documents, will be amended in accordance with IRS deadlines to comply with Code Section 409A.

Treatment of LTIAs Upon Certain Events

Existing policies regarding the treatment of outstanding RSAs, NQSOs and RSUs under certain circumstances are described below. The CBC may amend the following policies for any or all outstanding and future LTIAs. For specific information about the treatment of your LTIAs, please see the applicable section that describes the following specific events:

· Part-time employment status,

· Employment termination,

· Leave of absence,

· Death,

· Disability termination,

· Retirement,

· Transfer between business segments,

· Transfer from field sales leader to P2 advisor,

· Situations of Detrimental Conduct (Bands 50 and above), and

· Change in Control of the Company.

Part-Time Employment Status

Outstanding LTIAs continue to vest while you are on part-time status, subject to the Company’s right to adjust or terminate any outstanding LTIAs, based on its determination of a significant change in your duties and responsibilities.

Employment Termination

This section pertains to employment terminations other than retirement, death, or disability (as described separately).

· Voluntary Termination: If you terminate your employment with the Company, your unvested LTIAs will be forfeited. There are no exceptions to this rule. Any vested/exercisable NQSOs you do not exercise within 90 days after your last day of employment will be canceled.

· Termination Not Eligible for Severance Under Company Plan: If your employment is terminated for any reason other than death, disability or retirement or due to a Change in Control and you are not entitled to receive benefits under a Company severance plan (as defined by the Company), your outstanding LTIAs, including any exercisable NQSO shares that have not been exercised, will be canceled on your last day of employment.

· Termination Eligible for Severance Under Company Plan: If your employment is terminated and you receive benefits under a Company severance plan (as defined by the Company) in the form of payments over a specified severance period, your unvested LTIAs, will be canceled on the earlier of the award expiration date or the end of your severance payments. You will have 90 days from your last day to exercise any vested/exercisable options (NQSOs). All non-vested NQSOs and RSAs are canceled on the last day of the severance period. However, if you begin a new full-time position outside the Company (other than self-employment) during the severance period, your outstanding LTIAs will be canceled upon such employment, regardless of the continuation of severance payments. If your employment is terminated and you receive benefits under a Company severance plan (as defined by the Company) in the form of a lump-sum payment, your outstanding non-vested LTIAs will be canceled as of your last day of employment. You will have 90 days from your last day to exercise any vested/exercisable options (NQSOs).

Leave of Absence

Outstanding LTIAs continue to vest when you are on a leave of absence (as determined by the applicable Company policies) subject to the Company’s right to adjust or terminate any outstanding LTIAs, based on its discretion of a significant change in your duties and responsibilities and/or related employment.

Death

The following chart shows how RSAs/RSUs and NQSOs are treated if your employment with the Company terminates due to your death.

Award Type		Provisions
RSA/RSU		Outstanding RSAs/RSUs become 100% vested.

NQSO		Outstanding NQSOs at death become 100% exercisable. NQSOs are exercisable by the estate for up to 12 months after death or the remaining term of your grant — whichever is less.

In the event of your death, shares for all RSAs/RSUs that vest will automatically be issued to your estate. Because NQSO shares cannot be transferred, the Executor/ Executrix of your estate must open an estate brokerage account to exercise any NQSOs. The estate is then responsible for distributing any funds according to your Last Will and Testament.

Disability Termination

The following chart shows how your RSAs/RSUs and NQSOs are treated if your employment with the Company terminates due to a qualifying disability.

Award Type		Provisions
RSA/RSU		Outstanding RSAs/RSUs become 100% vested.

NQSO		Outstanding NQSOs at employment termination become 100% exercisable. NQSOs are exercisable for up to 12 months after disability or the remaining term of your grant — whichever is less.

Retirement

The following chart shows how RSAs/RSUs and NQSOs are treated upon retirement. The worldwide definition of retirement for all outstanding LTIAs is a minimum of 55 years of age with at least 10 years of applicable service at the point of termination, regardless of any pension plan or other definitions of retirement. IMPORTANT: If you do not meet the definition of retirement, your LTIAs are forfeited immediately upon termination, except in cases of death and disability termination, as described earlier.

Award Type		Provisions
RSA/RSU		Grants awarded in the calendar year you retire are forfeited. All other awards remain outstanding and continue to vest.

NQSOs		Grants awarded in the calendar year you retire are forfeited. All other awards remain outstanding and continue to vest. NQSOs are exercisable for up to five years or the remaining term of your grant — whichever is less.

Transfer Between Business Segments

Outstanding LTIAs continue to vest when you transfer from one business segment to another, subject to the Company’s right to adjust or terminate any outstanding LTIAs, based on its discretion of a significant change in your duties and responsibilities and/or related employment.

Transfer from Field Sales Leader to P2 Advisor

Certain provisions for LTIA continuation apply to awards held by employees (limited to those employees in eligible field sales leadership roles) who transition to P2 advisor without a break in service. The applicable provisions are available on Inside.

Situations of Detrimental Conduct

(Bands 50 and above)

To protect the interests of the Company and all employees, the Company has implemented Detrimental Conduct Provisions, affecting Plan Participants in Bands 50 and above. These provisions support the multi-year performance objectives of LTIAs.

Detrimental Conduct Provisions specify how LTIAs and LTIA payments will be handled in the event a Band 50 or above employee joins a defined competitor, leaves and solicits business customers, solicits or hires Ameriprise Financial employees or otherwise engages in conduct that is against the Company’s interests during certain time periods, as defined by the Company.

· For Bands 50 and 60 Participants, Detrimental Conduct during employment and up to six months after employment termination would result in the repayment of NQSO gains realized and the vested value of your RSAs for one year prior to employment termination.

· For Bands 70 and above Participants, Detrimental Conduct during employment and up to one year after employment termination would result in the repayment of NQSOs gains realized and the vested value of your RSAs for two years prior to employment termination.

For the full Detrimental Conduct Provisions, see Appendix in this Guide.

Change in Control (“CIC”) of the Company

We designed the CIC provisions to preserve earned or anticipated compensation and benefits if a CIC were to occur. Our goal is to help you focus on your job during the uncertainty that accompanies a potential CIC.

Generally, as the term is used in this Guide, a CIC includes the following:

1. A third party acquires 25% or more of the Company’s common shares or voting securities.

2. A majority of the Ameriprise Financial Board of Directors is replaced.

3. The consummation of certain mergers, reorganizations, consolidations and sales of assets.

4. The consummation of a complete liquidation or dissolution of Ameriprise Financial.

If a merger or other business combination transaction between Ameriprise Financial and another party occurs, a CIC and the applicable LTIA treatment would be triggered if any of the following conditions were present:

· Parties who were Ameriprise Financial shareholders before the transaction own 50% or less of the voting securities of the new company resulting from the business combination, or their ownership is not substantially in the same proportions as before the transaction.

· An unaffiliated party ends up owning 25% or more of the voting securities of the new company (other than a party who owns 25% or more before the transaction).

· A majority of the Board of the new company is made up of individuals who were not Ameriprise Financial Board members at the time the deal was signed or approved.

In the event of a CIC, outstanding RSAs/RSUs and NQSOs would vest immediately. In addition, if your employment terminates within two years after a CIC for reasons other than misconduct, you will have an additional 90 days after your employment termination date to exercise your vested NQSOs.

Change in Control situations are complex and involve a variety of possible circumstances. In the event of a CIC, the Company will provide detailed information to you about any compensation and benefits programs that may have special CIC provisions.

Payments to U.S. Taxpayers Upon a Change in Control of the Company

(This section applies to U.S. taxpayers only. This material is highly complex. In the event of a CIC, the Company will provide detailed information to you.)

In the event of a CIC, you may be liable for an excise tax on a portion of your LTIA and other compensation/benefits payments if you are considered a covered employee (as defined in the box at right) and your payments exceed a certain total value under U.S. tax definitions.

Most employees are not covered employees, so there is no limit on the total value of their vesting/payment actions upon a CIC. If you are considered a covered employee in the event of a CIC, we will do the calculation to determine whether you will be better off exceeding the limit and paying the excise tax or having your vesting/payment actions limited to avoid the excise tax.

The Company will determine, in its sole discretion, which approach is more favorable to you and will apply it. You will not be eligible for additional payments to offset the impact of any excise tax. LTIAs and value not accelerated for covered employees if the limit is applied will continue to be governed by applicable award documents and paid out as applicable. Generally, for employees in Bands 70 or above at the time of the CIC, there is no limit on the total value of your LTIA payments, any severance payments and any other vesting/payment actions upon a CIC. In addition, you may be eligible to receive payments to offset the impact of U.S. excise taxes that may apply to you.

Definition of Covered Employee

Generally, covered employees of the Company and its subsidiaries are the employees subject to U.S. taxes who are the most highly compensated 250 employees or the top 1% (who earn at least $75,000 annually), whichever is less, as well as the most highly compensated 50 officers and employees who hold AMP Shares with a market value exceeding $1 million. The actual list of covered employees can only be determined based on information available at the time of a CIC, based on applicable IRS guidance.

Resale of Shares Received Under the Plan

The U.S. securities laws impose restrictions on the resale of AMP Shares by individuals who are “affiliates” of the Company. Affiliates may resell their AMP Shares by complying with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) or by registering their AMP Shares for sale under the Securities Act. These restrictions do not apply to individuals who are not affiliates of the Company.

Comparison of LTIA Major Terms and Provisions

There are a number of changes to the terms and provisions for LTIAs granted in 2007. The past provisions will continue to apply for all awards granted prior to 2007.

Non-Qualified Stock Options (NQSOs)

The following table summarizes what has changed for the new non-qualified stock option (NQSO) awards. Keep in mind this is only a summary, and the actual Plan document, Program Guide and Award Certificates will govern.

	Current Outstanding Awards	New Awards
	(awarded prior to 2007)	(awarded starting in 2007)
Voluntary and Involuntary Termination (not for cause) · Unvested · Exercise Period	Forfeited 0 days after termination	No change 90 days after termination

Involuntary Termination (for cause) · Unvested · Exercise Period	Forfeited 0 days after termination	No change No change

Death & Disability · Unvested · Exercise Period	Vesting accelerated Up to five years after death or disability or remaining term of grant, whichever is less	No change Up to 12 months after death or disability or remaining term of grant, whichever is less

Vesting	Four-year vesting schedule: vest at 25% per year for the four years following the date of grant	Three-year vesting schedule: vest at 33 1/3% per year for three years following the date of grant.

Non-Compete (Detrimental Conduct Agreement) - Bands 50+ only · Clawback Provision	A clawback provision applies to both RSAs and NQSOs for all Band 50 and above employees. See Detrimental Conduct Agreement in the appendix in this guide for details

Transfer to P2 (field leaders only)	Please refer to the P2 Transfer Guide found on Inside for most recent information.

	Awards Granted	Awards Granted 1/1/2005	Awards Granted
	Prior to 2005*	Thru 12/31/2006*	1/1/2007 and after
Retirement · Unvested	(Age 55-59/10 yrs) 100% of all grants outstanding are forfeited. (Age 60-61/10 yrs) 50% of grants outstanding continue to vest. The remaining unvested grants are forfeited. (Age 62+/10 yrs) 100% of all grants outstanding continue to vest.	(Age 55-59/10 yrs) 50% of grants outstanding > one year continue to vest. All remaining unvested grants are forfeited. (Age 60-61/10 yrs) 100% of grants outstanding > one year continue to vest. Grants outstanding < one year are forfeited. (Age 62+/10 yrs) 100% of all grants outstanding continue to vest.	(Age 55+/10 yrs) Grants awarded in calendar year of retirement are forfeited. All other grants remain outstanding and continue to vest.

· Exercise Period	Remainder of term	Remainder of term	Up to five years or remaining term of grant, whichever is less.

* For awards granted under the American Express program which were substituted with Ameriprise Financial awards dated 9/30/2005, provisions apply based on the original grant date of the award.

Restricted Stock Awards/Restricted Stock Units (RSAs and RSUs)

The following table summarizes what has changed for the new restricted stock awards (RSAs). Keep in mind this is only a summary, and the actual Plan documents and Award Certificates will govern.

	Current Outstanding Awards	New Awards
	(awarded prior to 2007)	(awarded starting in 2007)
Voluntary and Involuntary
Termination (not for cause)
· Unvested	Forfeited	No change

Involuntary Termination (for cause)
· Unvested	Forfeited	No change

Death & Disability
· Unvested	Vesting accelerated	No change

Retirement
· Unvested	(Age 55-59/10 yrs) RSAs outstanding > two years from grant shares vest immediately; remaining shares are forfeited	(Age 55+/10 yrs) RSAs awarded in calendar year of retirement are forfeited

	(Age 60-61/10 yrs) In addition to provision above, half of RSAs < two years from grant date vest immediately (Age 62+/10 yrs) All RSAs vest immediately	All other RSAs remain outstanding and continue to vest

Vesting	Four-year vesting schedule: vest at 25% per year for the four years following the date of grant	Three-year vesting schedule: vest at 33 1/3 % per year for three years following the date of grant

Non-Compete (Detrimental Conduct
Agreement) - Bands 50+ only
· Clawback Provision	A clawback provision applies to both RSAs and NQSOs for all Band 50 and above employees See Detrimental Conduct Agreement in the appendix in this guide for details

Transfer to P2 (field leaders only)	Please refer to the P2 Transfer Guide found on Inside for most recent information

Administrative Information about this Guide

About this Guide

This Long-Term Incentive Award Program Guide (the Guide) provides information about the long-term incentive award program and related policies for long-term incentive awards (LTIAs) granted pursuant to the Ameriprise Financial 2005 Incentive Compensation Plan (the Plan).

The LTIA program is designed for eligible employees of Ameriprise Financial, Inc., and any of its affiliates participating in the Plan (collectively referred to herein as the “Company” or “Ameriprise”), as determined by the Compensation and Benefits Committee of the Board of Directors of the Company (CBC).

In some countries, certain award features may be different than those shown in this Guide to meet local regulatory or other requirements. Awards are granted at the discretion of the CBC or, to the extent permitted by the Plan, its designee, and are subject to local market regulations and legislation, which could change at any time. Also note that while the tax laws that apply to participants of the LTIA program are based on each employee’s tax jurisdiction, most tax information provided in this Guide is generally for U.S. purposes only. Any tax information provided in this Guide is not intended to constitute tax advice. The Company urges all employees to consult their personal tax advisor with any questions or issues regarding their participation in the LTIA program.

The Board may, from time to time, alter, amend, interpret, suspend or terminate the Ameriprise Financial 2005 Incentive Compensation Plan (Plan) and applicable Plan documents as it shall deem advisable, without your prior consent or notice (including, but not limited to, alignment with legislative or regulatory developments) subject to the terms of the Plan document and any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the principal securities market on which AMP Shares are traded. The information in this Guide does not create an employment contract and does not imply there will be an LTIA program in the future, nor what the participation, selection and award guidelines would be.

The general nature of the Plan and its terms and conditions are described here, but the information contained in this Guide is for general guidance only and is not intended to be a complete description of the Plan. In the event of a conflict or inconsistency between this Guide and the Plan, the Plan provisions will govern.

About the Illustrations

All LTIA illustrations and corresponding values shown in this Guide are based on financial, stock price and other assumptions about future events or circumstances, which may or may not actually occur, as well as continuous employment and award requirements.

The illustrations are hypothetical and not meant to imply that the Company will achieve certain stock prices or growth rates, or has achieved any stated growth rate consistently in the past. The value and return on Ameriprise Financial common stock will fluctuate over time and may be worth more or less than the values shown in these illustrations. Past performance is no guarantee of future results. Please consult your personal financial advisor on the value, tax and other implications of your LTIAs, as applicable to your circumstances. This Guide is not intended to provide any financial or tax advice.

Award Confirmation Materials

Generally, all employee recipients of LTIAs will have online access to their individual LTIA information through the Company’s HR self-service. In addition, Restricted Stock Award (“RSA”), Restricted Stock Unit (“RSU”) and/or Non- Qualified Stock Option (“NQSO”) Award Certificates will be distributed to employees via regular mail. In the future, RSA, RSU and NQSO Award Certificates may be distributed via electronic means (either inter-Company electronic mail or to the employees’ desktop computers). Those LTIA recipients who do not have access to online

HR tools will have confirmation materials mailed to their home address as soon as practicable following approval of the award.

You should print out and retain these LTIA documents with any award materials you have received in the past.

Governing Award Documents

The Plan, the Award Certificates and this Guide contain the controlling provisions of each LTIA. To view these documents please go to Inside. While it is intended to have all LTIA documents available on the HR Homepage, this page is currently under construction. Therefore, please search within Inside to access these LTIA documents. These documents, along with CBC decisions, will govern in cases of conflict, ambiguity or miscommunication. No employee has the authority to change or supersede LTIA provisions or CBC decisions. Any representation to the contrary will be void and non-binding on the Company.

AMP Shares Available for Grant Under the Plan

37,900,000 AMP Shares are authorized for issuance under the LTIA. Of such total, no more than 4,400,000 shares may be issued in the future for what are referred to as “full value” awards which are Plan awards other than stock options or stock appreciation rights. AMP Shares issued under the Plan may be either newly issued shares or treasury shares.

Excluding AMP Shares that may be issued with respect to Substitution Awards, the maximum number of AMP Shares that may be covered by LTIAs granted to any single Plan participant in any calendar year cannot exceed 3,000,000 AMP Shares. Further, the amount payable in cash to any covered employee for any calendar year for all performance-based compensation under the plan will not exceed $25,000,000.

If any shares subject to an award are forfeited, expire or otherwise terminate without issuance of such shares, or any award is settled for cash or otherwise does not result in the issuance of all or a portion of the shares subject to such award (including on payment in shares on exercise of a stock appreciation right), such shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for issuance under the Plan.

For the avoidance of doubt, in the event that (i) any stock option or other award granted under the Plan is exercised through the tendering of shares (either actually or by attestation) or by the withholding of shares by the Company, or (ii) withholding tax liabilities arising from such stock option or other award are satisfied by the tendering of shares (either actually or by attestation) or by the withholding of shares by the Company, the shares so tendered or withheld shall not become available for issuance under the Plan.

Plan Administration

The CBC may from time to time designate: people who should be granted LTIAs, the amount, type and other terms and conditions. Subject to the terms and limitations of the Plan, the CBC will have full discretion and authority to administer the Plan, including authority to interpret and construe provisions and terms for LTIAs issued and to adopt rules and regulations.

Notwithstanding the Committee’s broad authority under the Plan, the Committee generally may not reprice, adjust or amend the exercise price of outstanding stock options or the strike price of outstanding stock appreciation rights, whether through amendment, cancellation and replacement grant, or any other means, nor permit the exchange of an outstanding option for cash or another award, unless such action is approved by the Company’s shareholders. In addition, certain amendments to the Plan require shareholder approval.

The Company will pay any LTIA amount payable following the award terms; however, the CBC may defer the payment amounts within the terms of the Company’s deferred compensation plan.

The Plan is not subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and it is not qualified under the Internal Revenue Code.

The Company’s Board of Directors appoints CBC members for an annual term. The Board may remove any CBC member for cause and a majority of the shareholders may remove a CBC member for any reason. No CBC member is an employee of the Company or has any business undertakings with the Company.

Performance-Based Compensation

The CBC may grant LTIAs to one or more of the following performance measures:

	·	Net income or operating net income (before or after taxes, interest, depreciation, amortization, and/or nonrecurring/unusual items),

	·	Return on assets, return on capital, return on equity, return on economic capital, return on other measures of capital, return on sales or other financial criteria,

	·	Revenue or net sales,

	·	Gross profit or operating gross profit,

	·	Cash flow,

	·	Productivity or efficiency ratios,

	·	Share price or total shareholder return,

	·	Earnings per share,

	·	Budget and expense management,

	·	Customer and product measures, including market share, high value client growth, and customer growth,

	·	Working capital turnover and targets,

	·	Margins, and

	·	Economic value added or other value added measurements (in any such case [x] considered absolutely or relative to historic performance or relative to one or more other businesses and [y] determined for the Company or a business unit or division).

Within 90 days after the beginning of a performance period, and in any case before 25% of the performance period has elapsed, it is expected that the CBC will establish:

	·	Performance goals and objectives for such performance period,

	·	Target awards for each Participant, and

	·	Performance schedules or other objective methods for determining a performance percentage to be applied to each target award.

The measurement of any performance measure(s) may exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of accounting changes, each as defined by generally accepted accounting principles and as identified in the Company’s audited financial statements, including the notes. Any performance metric(s) may be used to measure the Company’s performance as a whole or any business unit or any combination. Additionally, any of the above performance measures may be used to compare the Company’s performance to a group of competitor companies or a published or special index.

Adjustments upon Changes in Capitalization

If the outstanding shares of Common Stock are changed by reason of any stock split, stock dividend, combination, subdivision or exchange of shares, recapitalization, merger, consolidation, reorganization or other extraordinary or unusual event, the Committee will direct that appropriate changes be made in the maximum number or kind of securities that may be issued under the Plan and in the terms of certain outstanding awards, including the number of shares or securities subject to awards and the exercise price or other stock price or share-related provisions of awards.

Tax Withholding

The Plan provides that Participants may elect to satisfy certain federal, state and local withholding tax requirements with cash or AMP Shares. If a Participant remits AMP Shares or instructs the Company to withhold AMP Shares, only the number of AMP Shares sufficient to satisfy the minimum withholding tax requirements will be withheld.

Assignment and Transfer

LTIAs may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution, except as permitted by the CBC.

Amendment

Our Board of Directors may at any time suspend or discontinue the Plan or revise or amend it in any way; however, the Board generally may not reprice, adjust or amend the exercise price of outstanding stock options or the strike price of outstanding stock appreciation rights, whether through amendment, cancellation and replacement grant, or any other means, nor permit the exchange of an outstanding option for cash or another award, unless such action is approved by the Company’s shareholders. In addition, certain amendments to the Plan require shareholder approval.

Term of the Plan

No grants of LTIAs may be made under the Plan after September 30, 2015.

Appendix A

DETRIMENTAL CONDUCT PROVISIONS TO LONG-TERM INCENTIVE AWARDS

CONSENT TO THE APPLICATION OF FORFEITURE AND DETRIMENTAL CONDUCT PROVISIONS TO LONG-TERM INCENTIVE AWARDS

(Revised February 2007)

1. Introduction.

Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, other stock-based awards, Portfolio Grants, Long Term Performance Plan awards and any other incentive awards (the entirety of the foregoing collectively referred to herein as “Awards”) are issued to employees pursuant to the Ameriprise Financial 2005 Incentive Compensation Plan, as amended from time to time (the “Ameriprise 2005 ICP”), at the discretion and subject to the administration of the Compensation and Benefits Committee of the Board of Directors of Ameriprise Financial, Inc. (the “Ameriprise CBC”). This agreement (the “Agreement”) between Ameriprise Financial, Inc. (“Ameriprise”) and you supplements the terms of the Ameriprise 2005 ICP, the Ameriprise Financial LTIA Guide, any Award certificates and any other agreement for the grant of any Awards under the Ameriprise 2005 ICP, and applies to all Awards that have been issued to you under the Ameriprise 2005 ICP.

In consideration of the issuance of Awards to you under the Ameriprise 2005 ICP, to the extent consistent with the terms of the Ameriprise 2005 ICP, you agree to the incorporation of the terms of this Agreement to all Awards issued to you in the future under the Ameriprise 2005 ICP or any successor plan(s), as well as any Awards that may have been issued to you in the past under the Ameriprise 2005 ICP, including any awards that may have been issued to you in substitution of Awards originally issued under the American Express Company 1998 Incentive Compensation Plan. The terms of this Agreement shall be effective upon signing or the issuance of awards to you under the Ameriprise 2005 ICP, whichever occurs first. Although the Company (as defined in Paragraph 2 of the Agreement) reserves the right to determine whether you are recommended for an Award and the amount and type of Awards you receive, if you sign this Agreement you will be eligible for at least one type of Award.

2. Detrimental Conduct.

If you engage in Detrimental Conduct (as defined below), Awards previously issued to you may be canceled, rescinded or otherwise restricted and the Company can recover any payments you received and stock delivered to you in accordance with the terms of Paragraph 3 of this Agreement. For purposes of this Agreement, “Detrimental Conduct” shall mean the conduct described in Paragraphs 2(a) through 2(g) of this Agreement.

(a) Noncompete.

For a twelve month period after your last day of active employment if you are a Band 70 or above employee, or for a six month period after your last day of active employment if you are a Band 50 or 60 employee, and during your employment with Ameriprise and its subsidiaries and affiliates (collectively, the “Company”), you shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined Competitor for certain lines of business, departments or job functions by establishing a specific standard and/or by name as set forth in the attached Competitor List. Your personal list of competitors will be the sum of either:

(i) all competitors derived from the Standard Competitors column on the Competitor List for the lines of business and departments (under the Line of Business, Department or Job Function column) that you provided services to or managed during the two-year period preceding the date your employment with the Company terminates, or

(ii) if the job function you are employed in at the time your employment with the Company terminates is listed on the Competitor List under the Line of Business, Department or Job Function column, the competitors under the Standard Competitors column of the Competitor List,

plus the Entities (as that term is defined in Paragraph 12 of this Agreement) listed on the Competitor List under the column titled Business Unit Wide Competitors for the business units that you provided services to or managed during the two-year period preceding the date your employment with the Company terminates. If any line(s) of business you provided services to or managed during the two-year period preceding the date your employment with the Company terminates is not listed on the Competitor List, then, with respect to such line(s) of business, you shall not be employed by, provide advice to or act as a consultant for (i) an Entity’s line of business that competes with those line(s) of business and (ii) the Entities listed on the Competitor List under the column titled Business Unit Wide Competitors for the business units you provided services to or managed during the two-year period preceding the date your employment with the Company terminates. Except for Business Unit Wide Competitors, the prohibition against being employed by, providing advice to or acting as a consultant for a Competitor is limited to the line(s) of business of the Competitor that compete with the line(s) of business of the Company that you provided services to or managed. With respect to Business Unit Wide Competitors, you agree not to be employed by, provide advice to or act as a consultant for such Entities in any line of business because these Entities compete with several of the Company’s lines of business. The Company can revise the Competitor List at its discretion at any time and from time to time and as revised will become part of this Agreement. A copy of the current Competitor List will be available through the Corporate Secretary’s Office. Notwithstanding anything in this Agreement to the contrary, the Company shall not make any additions to the Competitor List for a period of two years following the date of a Change in Control (as defined in the Ameriprise 2005 ICP).

This subparagraph 2.a will not apply to employees who are primarily employed in a state or other jurisdiction where such noncompete agreements are specifically prohibited by law.

(b) Nondenigration.

For a twelve month period after your last day of active employment (“the Restricted Period”) and during your employment with the Company, you or anyone acting at your direction will not denigrate the Company or the Company’s employees to the media or financial analysts. You agree during the Restricted Period not to (i) provide information considered proprietary by the Company to the media or financial analysts or (ii) discuss the Company with the media or financial analysts, without the explicit written permission of the Senior Vice President—Public Affairs, Communications and Government Relations. This Paragraph shall not be applicable to any truthful statement required to be made by you in any legal proceeding.

(c) Nonsolicitation of Employees.

During the Restricted Period, you shall not employ or solicit for employment any employee of the Company. In addition, during the Restricted Period you shall not advise or recommend to any other person that he or she employ or solicit for employment, any person employed by the Company for the purpose of employing that person at an Entity at which you are or are intending to be (i) employed, (ii) a member of the board of directors, or (iii) providing consulting services.

(d) Nonsolicitation of Customers.

During the Restricted Period you shall not directly or indirectly solicit or enter into any arrangement with any Entity, which is, at the time of such solicitation, a significant customer of the Company for the purpose of engaging in any business transactions of the nature performed or contemplated by the Company. This Paragraph shall apply only to customers whom you personally serviced while employed by the Company or customers you acquired material information about while employed by the Company.

(e) Misconduct.

During your employment with the Company, you will not engage in any conduct that results in termination of your employment for Misconduct. For purposes of this Paragraph 2(e), Misconduct is (i) material violation of the Ameriprise Financial Code of Conduct, (ii) criminal activity, (iii) gross insubordination, and (iv) gross negligence in the performance of your duties.

(f) Confidential Information.

During the Restricted Period and during your employment with the Company, you shall not misappropriate or improperly disclose confidential information or trade secrets of the Company and its businesses, including but not limited to information about marketing or business plans, possible acquisitions or divestitures, potential new products or markets and other data not available to the public.

(g) Other Detrimental Conduct.

During the Restricted Period, you shall not take any actions that the Company reasonably deems detrimental to its interests. To the extent practicable, the Company will request you to cease and desist or rectify the conduct prior to seeking any legal remedies under this Paragraph and will only seek legal remedies if you do not comply with such request. This Paragraph shall not be applied to conduct that is otherwise permitted by Paragraphs 2(a) through 2(f). For example, if you leave the Company’s employment to work for an Entity that is not a Competitor under Paragraph 2(a), the Company will not claim that employment with that Entity violates Paragraph 2(g). Notwithstanding anything in this Agreement to the contrary, this Paragraph 2(g) shall not be applicable to you from and after your last day of active employment, if your employment terminates for any reason (other than Misconduct, as defined in Paragraph 2(e) above) within two years following a Change in Control (as defined in the Ameriprise 2005 ICP).

3. Detrimental Conduct Remedies.

(a) Repayment of Financial Gain.

(i) Band 70 and Above. If you fail to comply with the requirements of Paragraphs 2(a) through 2(g) and you are a Band 70 employee or above at the time your employment with the Company terminates, the Company may cancel any outstanding Awards and recover (i) the amount of any gain realized on stock options and stock appreciation rights issued under the Ameriprise 2005 ICP or issued under the American Express Company 1998 Incentive Compensation Plan or the American Express Company 1989 Long-Term Incentive Plan (together, the “AXP Incentive Plans”), that you have exercised, as of the date you exercised them, (ii) any payments you received for Portfolio Grant Awards or other Awards issued under the Ameriprise 2005 ICP or the AXP Incentive Plans and (iii) stock whose restrictions lapsed (or the value of the stock at the time the restrictions lapsed) pursuant to a Restricted Stock Award, Restricted Stock Unit Award or other Award, or any other stock-based award issued under the Ameriprise 2005 ICP or the AXP Incentive Plans, during the last two years you were employed by the Company (including employment with American Express Company). If you fail to comply with the requirements of Paragraphs 2(a) through 2(g), you agree to repay the Company in accordance with the terms of this Paragraph 3(a) and the Company shall be entitled to set-off against the amount of any such repayment obligation any amount owed to you by the Company.

(ii) Band 50 or 60. If you fail to comply with the requirements of Paragraphs 2(a) through 2(g) and you are a Band 50 or 60 employee at the time your employment with the Company terminates, the Company may cancel any outstanding Awards and recover (i) the amount of any gain realized on stock options and stock appreciation rights issued under the Ameriprise 2005 ICP or issued under the American Express Company 1998 Incentive Compensation Plan or the American Express Company 1989 Long-Term Incentive Plan (together, the “AXP Incentive Plans”), that you have exercised, as of the date you exercised them, (ii) any payments you received for Portfolio Grant Awards or other Awards issued under the Ameriprise 2005 ICP or the AXP Incentive Plans and (iii) stock whose restrictions lapsed (or the value of the stock at the time the restrictions lapsed) pursuant to a Restricted Stock Award, Restricted Stock Unit Award or other Award, or any other stock-based award issued under the Ameriprise 2005 ICP or the AXP Incentive Plans, during the last twelve months you were employed by the Company. If you fail to comply with the requirements of Paragraphs 2(a) through 2(g), you agree to repay the Company in accordance with the terms of this Paragraph 3(a) and the Company shall be entitled to set-off against the amount of any such repayment obligation any amount owed to you by the Company.

(b) Other Remedies.

The remedy provided pursuant to Paragraph 3(a) shall be without prejudice to the Company’s right to recover any losses resulting from a violation of this Agreement and shall be in addition to whatever other remedies the Company may have, at law or equity, for violating the terms of this Agreement.

4. Approval to Exercise Options.

If you are a Band 50 employee or above, you may be required to obtain written approval to exercise more than a specified percent of all your outstanding vested stock options issued under the Ameriprise 2005 ICP in any 90-day calendar period. The standard for determining whether to approve your request to exercise options will be whether you are complying and will comply with the requirements of paragraphs 2(a) through 2(g) of this Agreement. You may contact the Corporate Secretary’s Office for additional information on any applicable policies.

5. Compensation Band Changes.

If the Company changes its current system of classifying employees in compensation bands and management tiers, the references to Bands 50, 60, 70, and Executive Officers in this Agreement will be construed to mean the compensation level(s) and management tiers in the new or revised system that, in the Company’s discretion, most closely approximates these bands and management tiers under the current system.

6. Involuntary Terminations.

This Agreement will not apply to employees of the Company who enter into a severance agreement with the Company or other involuntary terminations as determined by the Company (excluding terminations covered by Paragraph 2(e) hereof). In the event of a spin-off or sale of a business, the terms of Paragraphs 2(b), 2(c) and 2(f) of this Agreement shall continue to apply during the Restricted Period but the other terms of Paragraph 2 will not continue to apply.

7. Choice of Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without reference to principles of conflicts of laws.

8. Choice of Forum.

Any arbitration, litigation or other proceeding commenced by you or the Company for the purpose, in whole or in part, of enforcing the Agreement or the respective rights or obligations of you or the Company hereunder shall be commenced in accordance with the applicable arbitration policy, in the Federal or State courts of New York or in such other jurisdiction as the Company may reasonably select.

9. Electing Not to Sign.

If you elect not to sign this Agreement, you will not be issued any new Awards under the Ameriprise 2005 ICP or any successor plan(s). In addition, if you elect not to sign this Agreement, awards issued to you under the Ameriprise 2005 ICP continue to be subject to any prior Agreements you may have signed. Nothing in this Agreement should be construed as a limitation on the Company’s right to change, at its discretion, the terms and conditions it deems appropriate with respect to Awards issued to you in the future.

10. Employment.

This Agreement does not confer upon you any right of continued employment for any period of time and is not an employment contract.

11. Modification.

You agree that if any provision in this Agreement is determined by a court or arbitrator of competent jurisdiction not to be enforceable in the manner set forth in this Agreement, such provision shall be enforceable to the maximum extent permissible under applicable law and such court or arbitrator shall reform such provision to make it enforceable.

12. Definition of Entity.

As used in this Agreement, the word Entity or Entities shall mean any corporation, partnership, association, joint venture, trust, government, governmental agency or authority, person or other organization or entity.

13. Waivers.

The failure of the Company to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision or of any other provision. Any waiver or modification of the terms of this Agreement will only be effective if reduced to writing and signed by both you and the President or Chief Executive Officer of Ameriprise.

14. Entire Agreement.

This Agreement constitutes the entire understanding between you and the Company with respect to the subject matter of this Agreement and, unless otherwise specified in this Agreement, supersedes all prior agreements, understandings and arrangements, oral or written, between you and the Company with respect to the subject matter of this Agreement.

Resources

Availability of Certain Information and Incorporation of Documents by Reference

Pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will provide, without charge, upon the written or oral request of any person to whom this Guide is delivered by the Company or one of its affiliated entities to the Corporate Secretary’s Office, Ameriprise Financial, Inc., 55 Ameriprise Financial Center, Minneapolis, MN 55474, 612.671.3131, a copy of any of the following documents, all of which are incorporated by reference in this Guide:

(a) The Company’s Registration Statement on Form 10, as amended, as filed with the Securities and Exchange Commission (the “Commission”) August 19, 2005 (the “Form 10 Registration Statement”);

(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10 Registration Statement; and

(c) The description of the Company’s Common Stock contained in the Company’s Form 10 Registration Statement, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Registration Statement on Form S-8 to which this Guide relates and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in, and to be a part of, this Guide from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Guide to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Guide.

Nothing in this Guide will be deemed to incorporate information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K.

In addition, the Company will provide, without charge, upon the written or oral request of any person to whom this Guide is delivered by the Company or one of its affiliated entities to the Corporate Secretary’s Office (contact information noted above), copies of all reports, proxy statements and other communications distributed by the Company to the holders of AMP Shares.

Contact Information

Type of Question or Information Needed
All stock option exercises (cashless, swap or personal check)

Notice of Exercise of Employee Stock
Option and Attestation Form




Ameriprise Brokerage Account (to
access brokerage account information)

RSA and NQSO grant information
(grants, vesting detail, tax information,
brokerage account number on file with Stock Administration)


Detrimental Conduct Provisions
for Bands 50 and above


Other information requests (e.g., LTIA
policy questions for HR, general
LTIA questions)

Senior Management Stock
Ownership Program (Bands 70 and
above)

Pre-clearance, Ameriprise Securities
Trading Policy including information
about Blackout Periods

Stock Transfer Agent:
· Shareholder inquiries
· Address changes
· Dividend check replacement

American Express LTIA
information

EX-12 4 a2182855zex-12.htm EXHIBIT 12

Exhibit 12

AMERIPRISE FINANCIAL, INC.

COMPUTATION IN SUPPORT OF RATIO OF EARNINGS TO FIXED CHARGES

	Years Ended December 31,
	2007		2006			2005		2004			2003
	(dollars in millions)
Earnings:
Income before income tax provision (benefit), discontinued operations and accounting change	$	1,016	$	797		$	745	$	1,112		$	873
Interest and debt expense(1)	131		128			87		64			44
Interest portion of rental expense(2)	31		29			26		26			24
Amortization of capitalized interest	1		—			1		1			1
Equity method investees and minority interests	1		(1		)	—		(1		)	1
Total earnings (a)	$	1,180	$	953		$	859	$	1,202		$	943

Fixed charges:
Interest and debt expense(1)	$	131	$	128		$	87	$	64		$	44
Interest portion of rental expense(2)	31		29			26		26			24
Capitalized interest	5		—			—		—			—
Total fixed charges (b)	$	167	$	157		$	113	$	90		$	68

Ratio of earnings to fixed charges (a/b)	7.1		6.1			7.6		13.4			13.9

(1) Interest on non-recourse debt of variable interest entities is included in interest and debt expense provided in the table above. This interest is recorded in banking and deposit interest expense on the Consolidated Statements of Income as provided in Exhibit 13.

(2) The interest portion of rental expense represents one-third of rental expense relating to operating leases.

EX-13 5 a2182855zex-13.htm EXHIBIT 13

Exhibit 13

[PORTIONS OF THE AMERIPRISE FINANCIAL, INC. 2007 ANNUAL REPORT TO SHAREHOLDERS]

26		Management’s Discussion and Analysis

49		Quantitative and Qualitative Disclosures About Market Risk

53		Forward-Looking Statements

54		Management’s Report on Internal Control Over Financial Reporting

55		Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

56		Report of Independent Registered Public Accounting Firm

57		Consolidated Statements of Income

58		Consolidated Balance Sheets

59		Consolidated Statements of Cash Flows

61		Consolidated Statements of Shareholders’ Equity

62		Notes to Consolidated Financial Statements

103		Consolidated Five-Year Summary of Selected Financial Data

105		Glossary of Selected Terminology

106		Performance Graph

107		General Information

Ameriprise Financial, Inc. 2007 Annual Report

Management’s Discussion and Analysis

You should read the following discussion and analysis of our consolidated results of operations and financial condition in conjunction with the “Forward-Looking Statements,” our Consolidated Financial Statements and Notes and the “Consolidated Five-Year Summary of Selected Financial Data” that follow and the “Risk Factors” included in our Annual Report on Form 10-K. Certain key terms and abbreviations are defined in the Glossary of Selected Terminology.

Overview

We are engaged in providing financial planning, products and services that are designed to be utilized as solutions for our clients’ cash and liquidity, asset accumulation, income, protection and estate and wealth transfer needs. As of December 31, 2007, we had approximately 2.8 million individual, business and institutional clients and a network of more than 11,800 financial advisors and registered representatives (“affiliated financial advisors”). Our asset management, annuity, and auto and home protection products are also distributed outside of our affiliated financial advisors, through third party advisors and affinity relationships.

We strive to deliver solutions to our clients through an approach focused on building long term personal relationships. We offer financial planning and advice that aims to be responsive to our clients’ evolving needs and helps them achieve their identified financial goals by recommending clients’ actions and a range of product solutions consisting of investment, annuities, insurance, banking and other financial products that position our clients to realize a positive return or form of protection while accepting what they determine to be an appropriate range and level of risk. The financial product solutions we offer through our affiliated advisors include both our own products and services and products of other companies. Our financial planning and advisory process is designed to provide comprehensive advice, when appropriate, to address our clients’ cash and liquidity, asset accumulation, income, protection, and estate and wealth transfer needs. We believe that our focus on personal relationships, together with our strengths in financial planning and product development, allows us to better address our clients’ financial needs, including the financial needs of our primary target market segment, the mass affluent and affluent, which we define as households with investable assets of more than $100,000. This focus also puts us in a strong position to capitalize on significant demographic and market trends, which we believe will continue to drive increased demand for our financial planning and other financial services.

We have four main operating segments: Advice & Wealth Management, Asset Management, Annuities and Protection, as well as a Corporate & Other segment. Our four main operating segments are aligned with the financial solutions we offer to address our clients’ needs. The products and services we provide retail clients and, to a lesser extent, institutional clients, are the primary source of our revenues and net income. Revenues and net income are significantly impacted by the relative investment performance and the total value and composition of assets we manage and administer for our retail and institutional clients as well as the distribution fees we receive from other companies. These factors, in turn, are largely determined by overall investment market performance and the depth and breadth of our individual client relationships.

It is management’s priority to increase shareholder value over a multi-year horizon by achieving our on-average, over-time financial targets. We measure progress against these goals excluding the impact of our separation from American Express Company (“American Express”), specifically, non-recurring separation costs and AMEX Assurance Company (“AMEX Assurance”) results. Our financial targets, adjusted to exclude these impacts, are:

· Adjusted net revenue growth of 6% to 8%,

· Adjusted earnings per diluted share growth of 12% to 15%, and

· Adjusted return on equity of 12% to 15%.

For 2007, we met or exceeded our targets for annual adjusted net revenue growth, adjusted earnings per diluted share growth and adjusted return on equity growth, excluding the impact of the separation.

Our net revenues for 2007 were $8.7 billion, an increase of 8% over 2006. The strong revenue growth in 2007 primarily reflected growth in our fee-based businesses, including growth in management and financial advice fees and distribution fees, driven by continued strong net inflows in wrap accounts and annuity variable accounts, market appreciation and continued advisor productivity gains. These positives were partially offset by lower net investment income, driven by lower fixed annuity and certificate account balances.

Our consolidated net income for the year ended December 31, 2007 was $814 million, up $183 million, or 29%, from net income of $631 million for the year ended December 31, 2006. Our adjusted earnings, which exclude after-tax non-recurring separation costs from both 2007 and 2006, rose 12% to $968 million in 2007 from $866 million in 2006. Adjusted return on equity for the year ended December 31, 2007 rose to 12.6% from 11.8% for the year ended December 31, 2006.

We continue to establish Ameriprise Financial as a financial services leader as we focus on meeting the financial needs of the mass affluent and affluent, as evidenced by the growth in our mass affluent and affluent client base, continued leadership in financial planning, gains in advisor productivity, growth in our assets, and our strong corporate foundation. The number of our mass affluent and affluent client groups increased 5% since year end last year. While our franchisee

advisors increased 1%, the total number of advisors decreased 6% from the prior year, as we hired fewer novice employee advisors, which reduced the costs of training advisors. Advisor productivity increased from the year-ago period as reflected by an 18% growth in net revenue per advisor compared to 2006. Our franchisee advisor retention as of December 31, 2007 remained consistent with the annual retention rate of 93% as of the end of 2006.

Our owned, managed and administered (“OMA”) assets increased to $480.2 billion at December 31, 2007, a net increase of 3% from December 31, 2006 OMA assets of $466.3 billion. Since December 31, 2006, we had net inflows in wrap accounts of $11.7 billion and net inflows in RiverSource annuity variable accounts of $4.9 billion. Our annuity fixed accounts had total net outflows of $2.9 billion since December 31, 2006, reflecting the current interest rate environment and our strategy to focus on products that offer a more attractive return on capital. RiverSource Funds had net inflows of $0.5 billion in 2007 compared to net outflows of $4.4 billion in 2006. This improvement was driven by increased sales and lower redemption rates in our branded advisor channel. Net outflows in RiverSource Funds in 2006 included $0.7 billion of outflow related to American Express repositioning its 401(k) offerings.

Significant Factors Affecting our Results of Operations and Financial Condition

Share Repurchase

In March 2007, our Board of Directors authorized the expenditure of up to $1.0 billion for the repurchase of shares of our common stock through March 15, 2009. This authorization was in addition to a Board authorization in March 2006 for the expenditure of up to $750 million for the repurchase of shares through the end of March 2008 and a Board authorization in January 2006 to repurchase up to 2 million shares by the end of 2006. During the years ended December 31, 2007 and 2006, we have purchased 15.9 million shares and 10.7 million shares, respectively, for an aggregate cost of $948 million and $470 million, respectively. As of December 31, 2007, we had purchased all shares under the January 2006 and March 2006 authorizations and have $418 million remaining under the March 2007 authorization.

Equity Markets and Interest Rates

Equity market and interest rate fluctuations can have a significant impact on our results of operations, primarily due to the effects they have on the asset management and other asset-based fees we earn, the “spread” income generated on our annuities, banking, and face amount certificate products and universal life (“UL”) insurance products, the value of deferred acquisition costs (“DAC”) and deferred sales inducement costs (“DSIC”), assets associated with variable annuity and variable UL products, the values of liabilities for guaranteed benefits associated with our variable annuities and the values of derivatives held to hedge these benefits.

For additional information regarding our sensitivity to equity risk and interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk.”

Sale of our Defined Contribution Recordkeeping Business

On June 1, 2006, our trust company subsidiary completed the sale of its defined contribution recordkeeping business for $66 million, recognizing a pretax gain of $36 million. The trust company continued to provide recordkeeping services through a transition period that ended in 2007. On December 31, 2007, the buyer of the business made a final payment of $25 million to the trust company that was based on the level of client revenues retained by the buyer 18 months from the sale closing date, resulting in a combined 2006 and 2007 pretax gain of $61 million. The administered assets transferred in connection with this sale were approximately $16.7 billion. Although our defined contribution recordkeeping business generated approximately $60 million in annual revenue, we experienced expense savings related to this sale, and the sale has not had a material impact on pretax income. We continued to manage approximately $10.5 billion of defined contribution assets under investment management only contracts, as of December 31, 2007.

Launch of Ameriprise Bank, FSB and Acquisition of Bank Deposits and Loans

In September 2006, we obtained our federal savings bank charter and launched Ameriprise Bank, FSB (“Ameriprise Bank”), a wholly owned subsidiary. In the second half of 2006, Ameriprise Bank acquired $493 million of customer loans and assumed $963 million of customer deposits from American Express Bank, FSB (“AEBFSB”), a subsidiary of American Express, and received cash of $470 million in connection with these transactions. Our consumer lending products include first mortgages, home equity loans, home equity lines of credit, investment secured loans and lines of credit and unsecured loans and lines of credit. We also offer stand-alone checking, savings and money market accounts and certificates of deposit. We believe these products play a key role in our Advice & Wealth Management business by offering our clients an FDIC-insured alternative to other cash products. They also provide pricing flexibility generally not available through money market funds.

Ameriprise Bank offers a suite of borrowing, cash management and personal trust products and services through branded advisor referrals and through our website. As we are currently building on our banking platform, we do not expect it to be a significant contributor to earnings in the near term.

Financing Arrangements

On May 26, 2006, we issued $500 million principal amount of junior subordinated notes due 2066 (“junior notes”). These junior notes carry a fixed interest rate of 7.518% for the first 10 years and a variable interest rate thereafter. These junior notes receive at least a 75% equity credit by the majority of our credit rating agencies for purposes of their calculation of our debt to total capital ratio. The net proceeds from the issuance were used for general corporate purposes.

Separation from American Express

On February 1, 2005, the American Express Board of Directors announced its intention to pursue the disposition of 100% of its shareholdings in our company (the “Separation”) through a tax-free

distribution to American Express shareholders. Effective as of the close of business on September 30, 2005, American Express completed the Separation of our company and the distribution of our common shares to American Express shareholders (the “Distribution”). Prior to the Distribution, we had been a wholly owned subsidiary of American Express. Our separation from American Express resulted in specifically identifiable impacts to our consolidated results of operations and financial condition.

As of September 30, 2005, we entered into an agreement to sell the AMEX Assurance legal entity to American Express within two years after the Distribution for a fixed price equal to the net book value of AMEX Assurance as of the Distribution. The sale was completed on September 30, 2007 for a sale price of $115 million.

We have incurred $890 million of non-recurring separation costs since our separation from American Express. These costs were primarily associated with establishing the Ameriprise Financial brand, separating and reestablishing our technology platforms and advisor and employee retention programs. Our separation from American Express is complete.

Critical Accounting Policies

The accounting and reporting policies that we use affect our Consolidated Financial Statements. Certain of our accounting and reporting policies are critical to an understanding of our results of operations and financial condition and, in some cases, the application of these policies can be significantly affected by the estimates, judgments and assumptions made by management during the preparation of our Consolidated Financial Statements. The accounting and reporting policies we have identified as fundamental to a full understanding of our results of operations and financial condition are described below. See Note 2 to our Consolidated Financial Statements for further information about our accounting policies.

Valuation of Investments

The most significant component of our investments is our Available-for-Sale securities, which we generally carry at fair value within our Consolidated Balance Sheets. The fair value of our Available-for-Sale securities at December 31, 2007 was primarily obtained from third-party pricing sources. We record unrealized securities gains (losses) in accumulated other comprehensive income (loss), net of income tax provision (benefit) and net of adjustments in other asset and liability balances, such as DAC, to reflect the expected impact on their carrying values had the unrealized securities gains (losses) been realized as of the respective balance sheet dates. At December 31, 2007, we had net unrealized pretax losses on Available-for-Sale securities of $316 million. We recognize gains and losses in results of operations upon disposition of the securities. We also recognize losses in results of operations when management determines that a decline in value is other-than-temporary. This determination requires the exercise of judgment regarding the amount and timing of recovery. Indicators of other-than-temporary impairment for debt securities include issuer downgrade, default or bankruptcy. We also consider the extent to which cost exceeds fair value and the duration of that difference and management’s judgment about the issuer’s current and prospective financial condition, as well as our ability and intent to hold until recovery. As of December 31, 2007, we had $509 million in gross unrealized losses that related to $17.8 billion of Available-for-Sale securities, of which $14.1 billion have been in a continuous unrealized loss position for 12 months or more. These investment securities had an overall ratio of 97% of fair value to amortized cost at December 31, 2007. As part of our ongoing monitoring process, management determined that a majority of the gross unrealized losses on these securities were attributable to changes in interest rates and credit spreads across asset classes. Additionally, because we have the ability as well as the intent to hold these securities for a time sufficient to recover our amortized cost, we concluded that none of these securities were other-than-temporarily impaired at December 31, 2007.

Deferred Acquisition Costs

For our annuity and life, disability income and long term care insurance products, our DAC balances at any reporting date are supported by projections that show management expects there to be adequate premiums or estimated gross profits after that date to amortize the remaining DAC balances. These projections are inherently uncertain because they require management to make assumptions about financial markets, anticipated mortality and morbidity levels and policyholder behavior over periods extending well into the future. Projection periods used for our annuity products are typically 10 to 25 years, while projection periods for our life, disability income and long term care insurance products are often 50 years or longer. Management regularly monitors financial market conditions and actual policyholder behavior experience and compares them to its assumptions.

For annuity and universal life insurance products, the assumptions made in projecting future results and calculating the DAC balance and DAC amortization expense are management’s best estimates. Management is required to update these assumptions whenever it appears that, based on actual experience or other evidence, earlier estimates should be revised. When assumptions are changed, the percentage of estimated gross profits used to amortize DAC might also change. A change in the required amortization percentage is applied retrospectively; an increase in amortization percentage will result in a decrease in the DAC balance and an increase in DAC amortization expense, while a decrease in amortization percentage will result in an increase in the DAC balance and a decrease in DAC amortization expense. The impact on results of operations of changing assumptions can be either positive or negative in any particular period and is reflected in the period in which such changes are made.

For other life, disability income and long term care insurance products, the assumptions made in calculating our DAC balance and DAC amortization expense are consistent with those used in determining the liabilities and, therefore, are intended to provide for adverse deviations in experience and are revised only if management concludes experience will be so adverse that DAC are not recoverable or if premium rates charged for the contract are changed. If management concludes that DAC are not recoverable, DAC are reduced to the amount that is recoverable based on best estimate assumptions and there is a corresponding expense recorded in our consolidated results of operations.

For annuity and life, disability income and long term care insurance products, key assumptions underlying these long term projections

include interest rates (both earning rates on invested assets and rates credited to policyholder accounts), equity market performance, mortality and morbidity rates and the rates at which policyholders are expected to surrender their contracts, make withdrawals from their contracts and make additional deposits to their contracts. Assumptions about interest rates are the primary factor used to project interest margins, while assumptions about rates credited to policyholder accounts and equity market performance are the primary factors used to project client asset value growth rates, and assumptions about surrenders, withdrawals and deposits comprise projected persistency rates. Management must also make assumptions to project maintenance expenses associated with servicing our annuity and insurance businesses during the DAC amortization period.

The client asset value growth rate is the rate at which variable annuity and variable universal life insurance contract values are assumed to appreciate in the future. The rate is net of asset fees and anticipates a blend of equity and fixed income investments. Management reviews and, where appropriate, adjusts its assumptions with respect to client asset value growth rates on a regular basis. We use a mean reversion method as a guideline in setting near-term client asset value growth rates based on a long term view of financial market performance as well as actual historical performance. In periods when market performance results in actual contract value growth at a rate that is different than that assumed, we reassess the near-term rate in order to continue to project our best estimate of long term growth. The near-term growth rate is reviewed to ensure consistency with management’s assessment of anticipated equity market performance. DAC amortization expense recorded in a period when client asset value growth rates exceed our near-term estimate will typically be less than in a period when growth rates fall short of our near-term estimate. The long term client asset value growth rate is based on an equity return assumption of 8%, net of management fees, with adjustments made for fixed income allocations. If we increased or decreased our assumption related to this growth rate by 100 basis points, the impact on the DAC and DSIC balances would be an increase or decrease of approximately $37 million.

We monitor other principal DAC amortization assumptions, such as persistency, mortality, morbidity, interest margin and maintenance expense levels each quarter and, when assessed independently, each could impact our DAC balances. For example, if we increased or decreased our interest margin on our universal life insurance and on the fixed portion of our variable universal life insurance products by 10 basis points, the impact on the DAC balance would be an increase or decrease of approximately $4 million. Additionally, if we extended or reduced the amortization periods by one year for variable annuities to reflect changes in premium paying persistency and/or surrender assumptions, the impact on the DAC and DSIC balances would be an increase or decrease of approximately $24 million. The amortization impact of extending or reducing the amortization period any additional years is not linear.

The analysis of DAC balances and the corresponding amortization is a dynamic process that considers all relevant factors and assumptions described previously. Unless management identifies a significant deviation over the course of the quarterly monitoring, management reviews and updates these DAC amortization assumptions annually in the third quarter of each year. An assessment of sensitivity associated with changes in any single assumption would not necessarily be an indicator of future results.

We adopted American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”) on January 1, 2007. See Note 2 and Note 3 to our Consolidated Financial Statements for additional information about the effect of our adoption of SOP 05-1 and our accounting policies for the amortization and capitalization of DAC. In periods prior to 2007, our policy had been to treat certain internal replacement transactions as continuations and to continue amortization of DAC associated with the existing contract against revenues from the new contract. For details regarding the balances of and changes in DAC for the years ended December 31, 2007, 2006 and 2005 see Note 10 to our Consolidated Financial Statements.

Derivative Financial Instruments and Hedging Activities

We use derivative financial instruments to manage our exposure to various market risks. All derivatives are recorded at fair value. The fair value of our derivative financial instruments is determined using either market quotes or valuation models that are based upon the net present value of estimated future cash flows and incorporate current market observable inputs to the extent available. In certain instances, the fair value includes structuring costs incurred at the inception of the transaction. The accounting for changes in the fair value of a derivative financial instrument depends on its intended use and the resulting hedge designation, if any. We primarily use derivatives as economic hedges that are not designated as accounting hedges or do not qualify for hedge accounting treatment. We occasionally designate derivatives as (1) hedges of changes in the fair value of assets, liabilities, or firm commitments (“fair value hedges”), (2) hedges of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedges”), or (3) hedges of foreign currency exposures of net investments in foreign operations (“net investment hedges in foreign operations”).

For derivative financial instruments that do not qualify for hedge accounting or are not designated as hedges, changes in fair value are recognized in current period earnings, generally as a component of net investment income. These derivatives primarily provide economic hedges to equity market exposures. Examples include structured derivatives, options and futures that economically hedge the equity and interest rate components of derivatives embedded in certain annuity and certificate liabilities, equity swaps and futures that economically hedge exposure to price risk arising from proprietary mutual fund seed money investments and foreign currency forward contracts to economically hedge foreign currency transaction exposures.

For derivative financial instruments that qualify as fair value hedges, changes in the fair value of the derivatives, as well as of the corresponding hedged assets, liabilities or firm commitments, are recognized in current earnings. If a fair value hedge designation is removed or the hedge is terminated prior to maturity, previous adjustments to the carrying value of the hedged item are recognized into earnings over the remaining life of the hedged item.

For derivative financial instruments that qualify as cash flow hedges, the effective portions of the gain or loss on the derivative instruments are reported in accumulated other comprehensive income (loss) and reclassified into earnings when the hedged item or transaction impacts earnings. Any ineffective portion of the gain or loss is reported currently in earnings as a component of net investment income. If a hedge designation is removed or a hedge is terminated prior to maturity, the amount previously recorded in accumulated other comprehensive income (loss) may be recognized into earnings over the period that the hedged item impacts earnings. For any hedge relationships that are discontinued because the forecasted transaction is not expected to occur according to the original strategy, any related amounts previously recorded in accumulated other comprehensive income (loss) are recognized in earnings immediately.

For derivative financial instruments that qualify as net investment hedges in foreign operations, the effective portions of the change in fair value of the derivatives are recorded in accumulated other comprehensive income (loss) as part of the foreign currency translation adjustment. Any ineffective portions of net investment hedges in foreign operations are recognized in net investment income during the period of change.

For further details on the types of derivatives we use and how we account for them, see Note 21 to our Consolidated Financial Statements.

Income Tax Accounting

Income taxes, as reported in our Consolidated Financial Statements, represent the net amount of income taxes that we expect to pay to or receive from various taxing jurisdictions in connection with our operations. We provide for income taxes based on amounts that we believe we will ultimately owe taking into account the recognition and measurement for uncertain tax positions. Inherent in the provision for income taxes are estimates and judgments regarding the tax treatment of certain items. In the event that the ultimate tax treatment of items differs from our estimates, we may be required to significantly change the provision for income taxes recorded in our Consolidated Financial Statements.

In connection with the provision for income taxes, our Consolidated Financial Statements reflect certain amounts related to deferred tax assets and liabilities, which result from temporary differences between the assets and liabilities measured for financial statement purposes versus the assets and liabilities measured for tax return purposes. Among our deferred tax assets is a significant deferred tax asset relating to capital losses that have been recognized for financial statement purposes but not yet for tax return purposes. Under current U.S. federal income tax law, capital losses generally must be used against capital gain income within five years of the year in which the capital losses are recognized for tax purposes.

Our life insurance subsidiaries will not be able to file a consolidated U.S. federal income tax return with the other members of our affiliated group until 2010, which will result in net operating and capital losses, credits and other tax attributes generated by one group not being available to offset income earned or taxes owed by the other group during the period of non-consolidation. This lack of consolidation could affect our ability to fully realize certain of our deferred tax assets, including the capital losses.

We are required to establish a valuation allowance for any portion of our deferred tax assets that management believes will not be realized. It is likely that management will need to identify and implement appropriate planning strategies to ensure our ability to realize our deferred tax asset and avoid the establishment of a valuation allowance with respect to such assets. In the opinion of management, it is currently more likely than not that we will realize the benefit of our deferred tax assets, including our capital loss deferred tax asset; therefore, no such valuation allowance has been established.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements and their expected impact on our future consolidated results of operations or financial condition, see Note 3 to our Consolidated Financial Statements.

Sources of Revenues and Expenses

We earn revenues from fees received in connection with mutual funds, wrap accounts, assets managed for institutions and separate accounts related to our variable annuity and variable life insurance products. Our protection and annuity products generate revenues through premiums and other charges collected from policyholders and contractholders. We also earn investment income on owned assets supporting these products. We incur various operating costs, primarily compensation and benefits expenses, the majority of which are related to compensating our distribution channel, interest credited to fixed annuities and provision for losses and benefits for annuities, banking and protection products. For information regarding the components of revenues and expenses, see Note 2 to our Consolidated Financial Statements.

Our Segments

On December 3, 2007, we announced a change in our reportable segments. The revised presentation of previously reported segment data has been applied retroactively to all periods presented in this Annual Report. During the fourth quarter of 2007 we completed the implementation of an enhanced transfer pricing methodology and expanded our segment presentation from three to five segments to better align with the way the Chief Operating Decision Maker views the business. This facilitates greater transparency of the relationships between the businesses and better comparison to other industry participants in the retail advisor distribution, asset management, insurance and annuity industries. In addition, we changed the format of our Consolidated Statements of Income and made reclassifications to enhance transparency. We also made reclassifications on our Consolidated Balance Sheets to better align the financial statement captions with the key drivers of the business. These reclassifications did not result in any changes to consolidated net income or shareholders’ equity. A narrative description of our enhanced transfer pricing methodology is presented in Note 26 to our Consolidated Financial Statements, and a summarization of the various reclassifications made to previously reported balances is presented in Note 1 to our Consolidated Financial Statements.

Our five segments are Advice & Wealth Management, Asset Management, Annuities, Protection and Corporate & Other. Prior to this change, we reported results for three segments; Asset Accumulation and Income, Protection and Corporate and Other. The change from three segments to five is primarily the division of the former Asset Accumulation and Income segment into the Advice & Wealth Management, Asset Management and Annuities segments.

Our Advice & Wealth Management segment provides financial planning and advice as well as full service brokerage and banking services, primarily to retail clients, through our affiliated financial advisors. Our affiliated advisors utilize a diversified selection of both proprietary and non-proprietary products to help clients meet their financial needs. A significant portion of revenues in this segment is fee-based, driven by the level of client assets, which is impacted by both market movements and net asset flows. We also earn net investment income on owned assets primarily from certificate and banking products. This segment earns revenues (distribution fees) for distributing non-proprietary products and earns intersegment revenues (distribution fees) for distributing our proprietary products and services to our retail clients. Intersegment expenses for this segment include expenses for investment management services provided by our Asset Management segment.

Our Asset Management segment provides investment advice and investment products to retail and institutional clients. RiverSource Investments predominantly provides U.S. domestic products and services and Threadneedle Investments predominantly provides international investment products and services. U.S. domestic retail products are primarily distributed through our Advice & Wealth Management segment, and also through unaffiliated advisors. International retail products are primarily distributed through third parties. Products accessed by consumers on a retail basis include mutual funds, variable product funds underlying insurance and annuity separate accounts, separately managed accounts and collective funds. Asset Management products are also distributed directly to institutions through an institutional sales force. Institutional asset management products include traditional asset classes separate accounts, collateralized loan obligations, hedge funds and property funds. Revenues in this segment are primarily earned as fees based on managed asset balances, which are impacted by both market movements and net asset flows. This segment earns intersegment revenue for investment management services. Intersegment expenses for this segment include distribution expenses for services provided by our Advice & Wealth Management, Annuities and Protection segments.

Our Annuities segment provides RiverSource Life variable and fixed annuity products to retail clients, primarily distributed through our affiliated financial advisors, and to the retail clients of unaffiliated advisors through third-party distribution. Revenues for our variable annuity products are primarily earned as fees based on underlying account balances, which are impacted by both market movements and net asset flows. Revenues for our fixed annuity products are primarily earned as net investment income on assets supporting fixed account balances, with profitability significantly impacted by the spread between net investment income earned and interest credited on the fixed account balances. We also earn net investment income on owned assets supporting reserves for immediate annuities and for certain guaranteed benefits offered with variable annuities and on capital supporting the business. Intersegment revenues for this segment reflect fees paid by our Asset Management segment for marketing support and other services provided in connection with the availability of RiverSource Funds under the variable annuity contracts. Intersegment expenses for this segment include distribution expenses for services provided by our Advice & Wealth Management segment, as well as expenses for investment management services provided by our Asset Management segment.

Our Protection segment provides a variety of protection products to address the identified protection and risk management needs of our retail clients including life, disability income and property-casualty insurance. Life and disability income products are primarily distributed through our branded advisors. Our property-casualty products are sold direct, primarily through affinity relationships. We issue insurance policies through our life insurance subsidiaries and IDS Property Casualty and its subsidiary, Ameriprise Insurance Company. The primary sources of revenues for this segment are premiums, fees, and charges that we receive to assume insurance-related risk. We earn net investment income on owned assets supporting insurance reserves and capital supporting the business. We also receive fees based on the level of assets supporting variable universal life separate account balances. This segment earns intersegment revenues from fees paid by our Asset Management segment for marketing support and other services provided in connection with the availability of RiverSource Funds under the variable universal life contracts. Intersegment expenses for this segment include distribution expenses for services provided by our Advice & Wealth Management segment, as well as expenses for investment management services provided by our Asset Management segment.

Each segment records revenues and expenses as if they were each a stand-alone business using our enhanced transfer pricing methodology. Transfer pricing uses market-based arm’s length transfer pricing rates for specific services provided. Costs related to shared services are allocated to the segments based on their usage of the services provided based on a rate times volume or fixed bid basis.

The largest source of intersegment revenues and expenses is retail distribution services, for which segments are charged an arm’s length market rate for distribution through our Advice & Wealth Management segment. The Advice & Wealth Management segment provides distribution services for proprietary and non-proprietary products and services. The Asset Management segment provides investment management services for our owned assets and client assets, and accordingly charges investment and advisory management fees to the other segments.

Non-GAAP Financial Information

We follow accounting principles generally accepted in the United States (“GAAP”). This report includes information on both a GAAP

and non-GAAP basis. The non-GAAP presentation in this report excludes items that are a direct result of the Separation and Distribution, which consist of discontinued operations, AMEX Assurance and non-recurring separation costs. Certain of our key non-GAAP financial measures include:

·	adjusted net revenues or net revenues excluding AMEX Assurance;
·	adjusted earnings or income from continuing operations excluding non-recurring separation costs and AMEX Assurance;
·	adjusted earnings per diluted share; and
·	return on equity excluding the impact of our separation from American Express, or adjusted return on equity, using as the numerator adjusted earnings for the last 12 months and as the denominator a five-point average of equity excluding equity allocated to expected non-recurring separation costs as of the last day of the preceding four quarters and the current quarter.

Management believes that the presentation of these non-GAAP financial measures best reflects the underlying performance of our ongoing operations and facilitates a more meaningful trend analysis. These non-GAAP measures are also used for goal setting, certain compensation related to our annual incentive award program and evaluating our performance on a basis comparable to that used by securities analysts.

A reconciliation of non-GAAP measures is as follows:

	Years Ended December 31,
	2007		2006		2005
	(in millions)
Consolidated Income Data
Net revenues	$	8,654	$	8,020	$	7,396
Less: AMEX Assurance revenues	—		—		138
Adjusted net revenues	$	8,654	$	8,020	$	7,258

Net income	$	814	$	631	$	574
Less: Income from discontinued operations, net of tax	—		—		16
Add: Separation costs, after-tax⁽¹⁾	154		235		191
Less: AMEX Assurance net income	—		—		56
Adjusted earnings	$	968	$	866	$	693

Weighted average diluted shares	239.9		248.5		247.2
Adjusted earnings per diluted share	$	4.03	$	3.48	$	2.80

Separation costs	$	236	$	361	$	293
Less: Tax benefit attributable to separation costs⁽¹⁾	82		126		102
Separation costs, after-tax⁽¹⁾	$	154	$	235	$	191

⁽¹⁾ For this non-GAAP presentation of separation costs, after-tax is calculated using the statutory tax rate of 35%, adjusted for permanent differences, if any.

	Years Ended December 31,
	2007			2006
	(in millions, except percentages)
Return on Equity
Return on equity	10.5		%	8.3		%

Net income	$	814		$	631
Add: Separation costs, after-tax⁽¹⁾	154			235
Adjusted earnings	$	968		$	866

Equity	$	7,765		$	7,588
Less: Equity allocated to expected separation costs	58			273
Adjusted equity	$	7,707		$	7,315

Adjusted return on equity	12.6		%	11.8		%

⁽¹⁾ For this non-GAAP presentation of separation costs, after-tax is calculated using the statutory tax rate of 35%, adjusted for permanent differences, if any.

Owned, Managed and Administered Assets

Owned assets include certain assets on our Consolidated Balance Sheets for which we do not provide investment management services and do not recognize management fees, such as investments in non-proprietary funds held in the separate accounts of our life insurance subsidiaries, as well as restricted and segregated cash and receivables.

Managed assets include managed external client assets and managed owned assets. Managed external client assets include client assets for which we provide investment management services, such as the assets of the RiverSource family of mutual funds, assets of institutional clients and client assets held in wrap accounts. Managed external client assets also include assets managed by sub-advisors selected by us. Managed external client assets are not reported on our Consolidated Balance Sheets. Managed owned assets include certain assets on our Consolidated Balance Sheets for which we provide investment management services and recognize management fees, such as the assets of the general account and RiverSource Variable Product funds held in the separate accounts of our life insurance subsidiaries.

Administered assets include assets for which we provide administrative services such as client assets invested in other companies’ products that we offer outside of our wrap accounts. These assets include those held in clients’ brokerage accounts. We do not exercise management discretion over these assets and do not earn a management fee. These assets are not reported on our Consolidated Balance Sheets.

We earn management fees on our owned separate account assets based on the market value of assets held in the separate accounts. We record the income associated with our owned investments, including net realized gains and losses associated with these investments and other-than-temporary impairments on these investments, as net investment income. For managed assets, we receive management fees based on the value of these assets. We generally report these fees as management and financial advice fees. We may also receive distribution fees based on the value of these assets. We generally record fees received from administered assets as distribution fees.

Fluctuations in our owned, managed and administered assets impact our revenues. Our owned, managed and administered assets are

impacted by net flows of client assets and market movements. Owned assets are also affected by changes in our capital structure. In 2007, RiverSource managed assets had $6.0 billion in net outflows compared to net outflows of $9.0 billion during 2006. Threadneedle Asset Management Holdings Limited (“Threadneedle”) managed assets had $21.1 billion in net outflows in 2007 compared to net outflows of $8.1 billion in 2006. Our wrap accounts had net inflows of $11.7 billion in 2007 compared to net inflows of $10.9 billion in 2006.

Threadneedle acquired Convivo Capital Management Limited on October 1, 2007, improving our alternative investment capabilities.

The following table presents detail regarding our owned, managed and administered assets:

	Years Ended December 31,
	2007			2006			Change
	(in billions, except percentages)
Owned Assets	$	39.6		$	33.8		17	%
Managed Assets⁽¹⁾:
RiverSource	157.9			158.1			—
Threadneedle	134.4			141.4			(5	)
Wrap account assets	93.9			76.4			23
Eliminations⁽²⁾	(16.6		)	(12.4		)	(34	)
Total Managed Assets	369.6			363.5			2
Administered Assets	71.0			69.0			3
Total Owned, Managed and Administered Assets	$	480.2		$	466.3		3

⁽¹⁾ Includes managed external client assets and managed owned assets.

⁽²⁾ Includes eliminations for RiverSource mutual fund assets included in wrap account assets and RiverSource assets sub-advised by Threadneedle.

Consolidated Results of Operations

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

The following table presents our consolidated results of operations for the years ended December 31, 2007 and 2006.

	Years Ended December 31,
	2007		2006		Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	3,238	$	2,700	$	538		20	%
Distribution fees	1,762		1,569		193			12
Net investment income	2,122		2,247		(125		)	(6	)
Premiums	1,063		1,070		(7		)	(1	)
Other revenues	724		707		17			2
Total revenues	8,909		8,293		616			7
Banking and deposit interest expense	255		273		(18		)	(7	)
Total net revenues	8,654		8,020		634			8

Expenses
Distribution expenses	2,057		1,728		329			19
Interest credited to fixed accounts	850		968		(118		)	(12	)
Benefits, claims, losses and settlement expenses	1,274		1,113		161			14
Amortization of deferred acquisition costs	551		472		79			17
Interest and debt expense	112		101		11			11
Separation costs	236		361		(125		)	(35	)
General and administrative expense	2,558		2,480		78			3
Total expenses	7,638		7,223		415			6
Pretax income	1,016		797		219			27
Income tax provision	202		166		36			22
Net income	$	814	$	631	$	183		29

Overall

Consolidated net income for 2007 was $814 million, up $183 million from $631 million for 2006. This income growth reflected strong growth in fee-based businesses driven by net inflows in wrap accounts and variable annuities, market appreciation and continued advisor productivity gains. Also contributing to our income growth was a decline of $125 million in our non-recurring separation costs. These positives were partially offset by higher distribution expenses which reflect the higher levels of assets under management and overall business growth, as well as increased benefits, claims, losses and settlement expenses which are due to market volatility on variable annuity living benefit reserves, which were partially offset by related hedges in net investment income.

Income in both 2007 and 2006 was impacted by non-recurring separation costs of $236 million and $361 million, respectively ($154 million and $235 million, respectively, after-tax). The impact of our annual third quarter detailed review of DAC and the related valuation assumptions (“DAC unlocking”) was a net pretax expense of $30 million ($20 million after-tax) in 2007, compared to a net benefit of $25 million ($16 million after-tax) in 2006.

Net revenues

Our revenue growth in management and financial advice fees was primarily driven by the growth in our fee-based businesses. Management and financial advice fees increased in 2007 to $3.2 billion, up $538 million, or 20%, from $2.7 billion in 2006. Wrap account assets grew 23% and variable annuity account assets increased 16% over the prior year driven by strong net inflows and market appreciation. Overall, managed assets increased 2% over the prior year period.

Distribution fees for 2007 were $1.8 billion, up $193 million, or 12%, from 2006 driven by strong advisor cash sales, up 3% from 2006, higher asset balances, an increase in the sale of direct investments, as clients had more products available to choose from and strong net inflows into wrap accounts. Distribution fees were also positively impacted by market appreciation.

Net investment income for 2007 decreased $125 million from 2006, primarily driven by decreased volume in annuity fixed accounts and certificates, partially offset by an increase in net investment income attributable to hedges for variable annuity living benefits, net investment income related to Ameriprise Bank and a $22 million decrease in the allowance for loan losses on commercial mortgage loans. Included in net investment income are net realized investment gains on Available-for-Sale securities of $44 million and $51 million for 2007 and 2006, respectively. Net realized investment gains in 2006 included a gain of $23 million related to recoveries on WorldCom securities. Net investment income related to derivatives used to hedge certain expense line items increased $82 million, which included a $114 million increase related to derivatives used to hedge benefits, claims, losses and settlement expenses for variable annuity living benefits and a $32 million decrease related to derivatives used to hedge interest credited expenses for equity indexed annuities and banking and deposit interest expense for stock market certificates.

Premiums in 2007 decreased $7 million, or 1%, to $1.1 billion. This decrease was attributable to a decline in premiums related to immediate annuities with life contingencies, partially offset by increases in auto and home insurance premiums resulting from increased policy counts.

Other revenues in 2007 increased $17 million, or 2%, to $724 million. This increase was due to the deconsolidation of a variable interest entity, resulting in $68 million in other revenues, and higher fees from variable annuity rider charges and cost of insurance charges for variable universal life (“VUL”) and UL products. These increases were partially offset by decreases in other revenues related to certain consolidated limited partnerships and proceeds of $25 million in 2007, compared to $66 million in 2006, received from the sale of our defined contribution recordkeeping business.

Banking and deposit interest expense in 2007 decreased $18 million, or 7%. This decrease was due primarily to a decrease in certificate sales and balances, offset partially by the full year impact of Ameriprise Bank and higher rates of interest paid on certificates.

Expenses

Total expenses reflect an increase in distribution expenses, benefits, claims, losses and settlement expenses, the amortization of DAC, the impact of DAC unlocking and general and administrative expense. These increases were partially offset by decreases in separation costs and interest credited to fixed accounts.

In 2007, we recorded net expense from DAC unlocking of $30 million, primarily comprised of $16 million in DAC amortization expense and a $14 million increase in benefits, claims, losses and settlement expenses. In 2006, we recorded a net benefit from DAC unlocking of $25 million, primarily comprised of a $38 million benefit in DAC amortization expense, a $12 million increase in benefits, claims, losses and settlement expenses and a $1 million decrease in contract and policy charges and other fees. The DAC unlocking net expense of $30 million in 2007 consisted of a $35 million increase in expense from updating product persistency assumptions, a $13 million decrease in expense from updating assumptions related to separate account fee levels and net variable annuity rider charges and an $8 million increase in expense from updating all other assumptions. The DAC unlocking net benefit in 2006 primarily reflected a $25 million benefit from modeling increased product persistency and a $15 million benefit from modeling improvements in mortality, offset by negative impacts of $8 million from modeling lower variable product fund fee revenue and $8 million from model changes related to variable life second to die insurance.

Distribution expenses increased $329 million, or 19%. The increase primarily reflected higher commissions paid driven by overall business growth and increases in advisor productivity, as reflected by 18% growth in net revenue per advisor and higher assets under management.

Interest credited to fixed accounts reflected a decrease related to annuities of $114 million primarily attributable to the continued decline in balances in fixed annuities and the fixed portion of variable annuities.

Benefits, claims, losses and settlement expenses increased $161 million, or 14%. The cost of providing for guaranteed benefits associated with our variable annuity living benefits increased by $213 million, primarily due to changes in financial market factors.

The increase in variable annuity living benefit costs was partially offset by a $6 million related change in DSIC, $23 million in lower VUL/UL claims and a $41 million decrease in benefit provisions for life contingent immediate annuities. The impact of DAC unlocking was an increase of $14 million in benefits, claims, losses and settlement expenses in 2007, compared to $12 million in 2006.

The increase in DAC amortization in 2007 reflected the impact of DAC unlocking related to amortization in each year. DAC unlocking resulted in an increase of $16 million in DAC amortization expense in 2007 compared to a decrease of $38 million in 2006. In addition, underlying increases to DAC amortization in 2007 were due to growth in business volumes and the recurring impact of adopting SOP 05-1, partially offset by a decrease in the amortization of DAC driven by the mark-to-market impact of variable annuity guaranteed living benefit riders.

The increase in interest and debt expense in 2007 was due to the issuance of $500 million of junior notes in May 2006.

Separation costs incurred in 2007 were primarily associated with separating and reestablishing our technology platforms. In 2006, these costs were primarily associated with separating and reestablishing our technology platforms and establishing the Ameriprise Financial brand. All separation costs have been incurred as of December 31, 2007.

General and administrative expense in 2007 relative to 2006 increased 3%, or $78 million, to $2.6 billion as a result of increased expense related to professional and consultant fees representing increased spending on investment initiatives, expenses related to Ameriprise Bank, increased hedge fund performance compensation and an increase in technology related costs, partially offset by a decrease in expense in 2007 related to our defined contribution recordkeeping business which we sold in the second quarter of 2006.

Income Taxes

Our effective tax rate decreased to 19.9% in 2007 from 20.8% in 2006 primarily due to the impact of a $16 million tax benefit related to the finalization of certain income tax audits and a $19 million tax benefit relating to our plan to begin repatriating earnings of certain Threadneedle entities through dividends partially offset by lower levels of tax advantaged items relative to the level of pretax income.

On September 25, 2007, the IRS issued Revenue Ruling 2007-61 in which it announced that it intends to issue regulations with respect to certain computational aspects of the Dividends Received Deduction (“DRD”) related to separate account assets held in connection with variable contracts of life insurance companies and has added the project to the 2007-2008 Priority Guidance Plan. Revenue Ruling 2007-61 suspended a revenue ruling issued in August 2007 that purported to change accepted industry and IRS interpretations of the statutes governing these computational questions. Any regulations that the IRS ultimately proposes for issuance in this area will be subject to public notice and comment, at which time insurance companies and other members of the public will have the opportunity to raise legal and practical questions about the content, scope and application of such regulations. As a result, the ultimate timing and substance of any such regulations are unknown at this time, but they may result in the elimination of some or all of the separate account DRD tax benefit that we receive. Management believes that it is likely that any such regulations would apply prospectively only. For the twelve months ended December 31, 2007, we recorded a benefit of approximately $46 million related to the current year’s separate account DRD.

Results of Operations by Segment

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

The following tables present summary financial information by segment and reconciliation to consolidated totals derived from Note 26 to our Consolidated Financial Statements for the years ended December 31, 2007 and 2006:

	Years Ended December 31,
	2007			Percent Share of Total		2006			Percent Share of Total
	(in millions, except percentages)
Total net revenues
Advice & Wealth Management	$	3,813		44	%	$	3,335		42	%
Asset Management	1,762			20		1,751			22
Annuities	2,304			27		2,196			27
Protection	1,985			23		1,891			24
Corporate & Other	24			—		28			—
Eliminations	(1,234		)	(14	)	(1,181		)	(15	)
Total net revenues	$	8,654		100	%	$	8,020		100	%

Total expenses
Advice & Wealth Management	$	3,528		46	%	$	3,139		43	%
Asset Management	1,455			19		1,498			21
Annuities	1,881			25		1,732			24
Protection	1,500			19		1,457			20
Corporate & Other	508			7		578			8
Eliminations	(1,234		)	(16	)	(1,181		)	(16	)
Total expenses	$	7,638		100	%	$	7,223		100	%

Pretax income (loss)
Advice & Wealth Management	$	285		28	%	$	196		25	%
Asset Management	307			30		253			32
Annuities	423			42		464			58
Protection	485			48		434			54
Corporate & Other	(484		)	(48	)	(550		)	(69	)
Pretax income	$	1,016		100	%	$	797		100	%

Advice & Wealth Management

The following table presents the results of operations of our Advice & Wealth Management segment for the years ended December 31, 2007 and 2006:

	Years Ended December 31,
	2007		2006		Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	1,350	$	1,080	$	270		25	%
Distribution fees	2,218		2,034		184			9
Net investment income	405		405		—			—
Other revenues	76		62		14			23
Total revenues	4,049		3,581		468			13
Banking and deposit interest expense	236		246		(10		)	(4	)
Total net revenues	3,813		3,335		478			14

Expenses
Distribution expenses	2,349		2,068		281			14
General and administrative expense	1,179		1,071		108			10
Total expenses	3,528		3,139		389			12
Pretax income	$	285	$	196	$	89		45

Our Advice & Wealth Management segment reported pretax income of $285 million in 2007, up from $196 million in 2006.

Net revenues

Net revenues were $3.8 billion, an increase of $478 million, or 14%. Management and financial advice fees increased $270 million, or 25%, in 2007 as compared to 2006. The increase was led by net increases in wrap account assets of 23% from December 31, 2006 to December 31, 2007 and an increase in planning fees due to accelerated financial plan delivery standards. The growth in distribution fees of $184 million, or 9% from 2006, reflected an increase in cash sales and market appreciation. Net investment income was flat compared to 2006 as an increase attributable to a full year of activity from Ameriprise Bank was offset by lower average account balances in certificate products and the impact of hedges for stock market certificates. Banking and deposit interest expense decreased $10 million as decreases in certificate sales and balances and the impact of options hedging the stock market certificates were offset in part by an increase related to a full year of activity of Ameriprise Bank and higher rates of interest paid on certificates.

Expenses

Total expenses increased $389 million, or 12%. The increase in distribution expenses reflects higher commissions paid driven by increased sales volumes and higher assets under management. General and administrative expense increased due to higher staffing and vendor costs related to a full year of activity of Ameriprise Bank and increases in professional, consulting and technology fees, partially offset by a decline in legal and regulatory costs.

Asset Management

Our Asset Management segment provides investment advice and investment products to retail and institutional clients.

The following table presents the results of operations of our Asset Management segment for the years ended December 31, 2007 and 2006:

	Years Ended December 31,
	2007		2006		Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	1,362	$	1,221	$	141		12	%
Distribution fees	322		336		(14		)	(4	)
Net investment income	48		63		(15		)	(24	)
Other revenues	50		157		(107		)	(68	)
Total revenues	1,782		1,777		5			—
Banking and deposit interest expense	20		26		(6		)	(23	)
Total net revenues	1,762		1,751		11			1

Expenses
Distribution expenses	464		415		49			12
Amortization of deferred acquisition costs	33		52		(19		)	(37	)
General and administrative expense	958		1,031		(73		)	(7	)
Total expenses	1,455		1,498		(43		)	(3	)
Pretax income	$	307	$	253	$	54		21

Our Asset Management segment pretax income was $307 million in 2007, up $54 million, or 21%, from $253 million in 2006.

Net revenues

Net revenues increased $11 million, or 1%, in 2007 compared to 2006. Management and financial advice fees increased $141 million, or 12%, driven by market appreciation and positive flows in retail funds, the impact of market appreciation on Threadneedle assets, as well as an increase in Threadneedle hedge fund performance fees. Management and financial advice fees in 2006 included $27 million related to revenues from our defined contribution recordkeeping business that we sold in the second quarter of 2006. The expenses from the sale of our defined contribution recordkeeping business are primarily reflected in general and administrative expense in 2006. Distribution fees decreased slightly due to the continued trend of client movement into wrap accounts which have lower up-front fees. Net investment income declined due to a decrease in interest income and a decline in the value of seed money investments. Other revenues declined due to a decrease in revenue related to certain consolidated limited partnerships and a decrease of $41 million for proceeds received from the sale of our defined contribution recordkeeping business in 2006.

Expenses

Total expenses decreased $43 million, or 3%. The increase in distribution expenses reflects higher distribution fees and marketing support costs driven by higher assets under management in RiverSource Funds. The decline in the amortization of DAC was driven by decreased B share sales resulting in fewer deferred commissions to be amortized. General and administrative expense, which primarily

reflected allocated corporate and support function costs, increased as a result of Threadneedle hedge fund performance fee expense, professional fees and an increase in technology costs. These increases were more than offset by a decline in expense related to certain consolidated limited partnerships as well as a decrease in expense in 2007 related to our defined contribution recordkeeping business, which we sold in the second quarter of 2006.

Annuities

The following table presents the results of operations of our Annuities segment for the years ended December 31, 2007 and 2006:

	Years Ended December 31,
	2007		2006		Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	510	$	392	$	118		30	%
Distribution fees	267		213		54			25
Net investment income	1,294		1,403		(109		)	(8	)
Premiums	95		138		(43		)	(31	)
Other revenues	138		50		88			#
Total revenues	2,304		2,196		108			5
Banking and deposit interest expense	—		—		—			—
Total net revenues	2,304		2,196		108			5

Expenses
Distribution expenses	194		158		36			23
Interest credited to fixed accounts	709		823		(114		)	(14	)
Benefits, claims, losses and settlement expenses	424		261		163			62
Amortization of deferred acquisition costs	318		287		31			11
General and administrative expense	236		203		33			16
Total expenses	1,881		1,732		149			9
Pretax income	$	423	$	464	$	(41	)	(9	)

# Variance of 100% or greater.

Our Annuities segment pretax income was $423 million for 2007, down $41 million, or 9%, from $464 million for 2006.

Net revenues

Net revenues were $2.3 billion, an increase of $108 million, or 5%, in 2007 compared to 2006. Management and financial advice fees related to variable annuities increased in 2007, driven by positive flows and market appreciation. The increase in distribution fees was due primarily to an increase in marketing support payments driven by flows and market appreciation. These increases were partially offset by a decline in net investment income which was primarily attributable to declining average fixed account balances, partially offset by income related to guaranteed minimum withdrawal benefit (“GMWB”) and guaranteed minimum accumulation benefit (“GMAB”) hedges. The decline in premiums was attributable to lower volumes related to immediate annuities with life contingencies. The increase in other revenues was due to the deconsolidation of a variable interest entity, resulting in a gain of $49 million. Also contributing to the increase in other revenues was an increase in our guaranteed benefit rider fees on variable annuities, driven by volume increases.

Expenses

Total expenses increased $149 million, or 9%. The increase in distribution expenses reflected increased sales, and the increase in benefits, claims, losses and settlement expenses was due primarily to the unfavorable impact of markets on guaranteed benefits associated with our variable annuity business. The increase in amortization of DAC was due to growth in business volumes and the recurring impact of SOP 05-1, partially offset by a decrease in amortization driven by the mark-to-market impact of variable annuity guaranteed living benefit riders and the impact of DAC unlocking in 2007. General and administrative expense increased due to higher technology and overhead costs. The increases in expense were partially offset by a decrease in interest credited to fixed accounts, driven by declining accumulation values as well as decreases in life contingent immediate annuity benefit provisions.

Protection

Our Protection segment offers a variety of protection products to address the identified protection and risk management needs of our retail clients including life, disability income and property-casualty insurance.

The following table presents the results of operations of our Protection segment for the years ended December 31, 2007 and 2006.

	Years Ended December 31,
	2007		2006		Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	68	$	56	$	12		21	%
Distribution fees	102		96		6			6
Net investment income	361		355		6			2
Premiums	1,002		954		48			5
Other revenues	453		431		22			5
Total revenues	1,986		1,892		94			5
Banking and deposit interest expense	1		1		—			—
Total net revenues	1,985		1,891		94			5

Expenses
Distribution expenses	62		94		(32		)	(34	)
Interest credited to fixed accounts	141		145		(4		)	(3	)
Benefits, claims, losses and settlement expenses	850		852		(2		)	—
Amortization of deferred acquisition costs	200		133		67			50
General and administrative expense	247		233		14			6
Total expenses	1,500		1,457		43			3
Pretax income	$	485	$	434	$	51		12

Our Protection segment pretax income was $485 million for 2007, up $51 million, or 12%, from $434 million in 2006.

Net revenues

Net revenues were $2.0 billion, an increase of $94 million, or 5%, from $1.9 billion in 2006. This increase was the result of an increase in auto and home premiums, driven by higher policy counts, an increase in management and financial advice fees, driven by an increase in fees from our VUL/UL products, and an increase in other revenues which was due primarily to the deconsolidation of a variable interest entity, resulting in a gain of $19 million.

Expenses

Total expenses were $1.5 billion, an increase of $43 million, or 3%, from 2006. The increase was due to an increase in the amortization of DAC, which was largely the result of DAC unlocking. DAC unlocking resulted in an increase of $20 million in amortization expense in 2007, compared to a decrease of $52 million in 2006. Additionally, in 2006, $28 million of additional DAC amortization was recognized as a result of a DAC adjustment related to auto and home insurance products. Also contributing to the increase in expense was an increase in general and administrative expense, which was due to increased technology and overhead costs. These increases were partially offset by a decrease in distribution expenses, which was due primarily to an increase in capitalized expense.

Corporate & Other

The following table presents the results of operations of our Corporate & Other segment for the years ended December 31, 2007 and 2006:

	Years Ended December 31,
	2007			2006			Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	1		$	—		$	1		#	%
Net investment income	22			29			(7		)	(24	)
Other revenues	7			6			1			17
Total revenues	30			35			(5		)	(14	)
Banking and deposit interest expense	6			7			(1		)	(14	)
Total net revenues	24			28			(4		)	(14	)

Expenses
Distribution expenses	1			—			1			#
Interest and debt expense	112			101			11			11
Separation costs	236			361			(125		)	(35	)
General and administrative expense	159			116			43			37
Total expenses	508			578			(70		)	(12	)
Pretax loss	$	(484	)	$	(550	)	$	66		12

# Variance of 100% or greater.

Our Corporate & Other pretax segment loss in 2007 was $484 million, an improvement of $66 million compared to a pretax segment loss of $550 million in 2006. The improvement was primarily due to a decrease in separation costs of $125 million, as the separation from American Express was completed in 2007. This improvement was offset partially by an increase in general and administrative expense which was the result of increased technology and overhead costs.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

The following table presents our consolidated results of operations for the years ended December 31, 2006 and 2005. The travel insurance and card related business of our AMEX Assurance subsidiary was ceded to American Express effective July 1, 2005. AMEX Assurance was deconsolidated on a GAAP basis effective September 30, 2005. The results of operations of AMEX Assurance that were consolidated during the year ended December 31, 2005 are also presented in the table below.

										AMEX
	Years Ended December 31,									Assurance
	2006		2005		Change					2005⁽¹⁾⁽²⁾
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	2,700	$	2,334	$	366		16	%	$	3
Distribution fees	1,569		1,401		168			12		—
Net investment income	2,247		2,272		(25		)	(1	)	9
Premiums	1,070		1,129		(59		)	(5	)	127
Other revenues	707		500		207			41		(1		)
Total revenues	8,293		7,636		657			9		138
Banking and deposit interest expense	273		240		33			14		—
Total net revenues	8,020		7,396		624			8		138

Expenses
Distribution expenses	1,728		1,465		263			18		34
Interest credited to fixed accounts	968		1,019		(51		)	(5	)	—
Benefits, claims, losses and settlement expenses	1,113		1,083		30			3		(12		)
Amortization of deferred acquisition costs	472		431		41			10		17
Interest and debt expense	101		67		34			51		—
Separation costs	361		293		68			23		—
General and administrative expense	2,480		2,293		187			8		17
Total expenses	7,223		6,651		572			9		56
Pretax income from continuing operations	797		745		52			7		82
Income tax provision	166		187		(21		)	(11	)	26
Income from continuing operations	631		558		73			13		56
Income from discontinued operations, net of tax	—		16		(16		)	#		—
Net income	$	631	$	574	$	57		10		$	56

# Variance of 100% or greater.

⁽¹⁾AMEX Assurance results of operations were consolidated in 2005 through September 30, 2005.

⁽²⁾AMEX Assurance premiums in 2005 included $10 million in intercompany revenues related to errors and omissions coverage.

Overall

Consolidated net income for the year ended December 31, 2006 was $631 million, up $73 million from income from continuing operations of $558 million for the year ended December 31, 2005. This income growth was positively impacted by strong net inflows in wrap accounts and variable annuities, as well as market appreciation. These positives were partially offset by lower net investment income due to declining annuity fixed account and certificate balances, higher performance related management incentive compensation and increased interest expense from establishing an independent capital structure. Income in both 2006 and 2005 was impacted by non-recurring separation costs of $361 million and $293 million, respectively ($235 million and $191 million, respectively, after-tax). Other significant items included in income for the years ended December 31, 2006 and 2005 were the impact of our annual third quarter DAC unlocking and the impact of certain legal and regulatory costs. The pretax benefit from DAC unlocking in 2006 was $25 million ($16 million after-tax), compared to a benefit of $67 million ($44 million after-tax) in 2005. Certain legal and regulatory costs were $74 million ($48 million after-tax) in 2006 compared to $140 million ($91 million after-tax) in 2005. Income in 2006 was also impacted by the deconsolidation of AMEX Assurance, which had $56 million in after-tax income in 2005.

Net revenues

Our revenue growth in management and financial advice fees was driven by the growth in our fee-based businesses, specifically, fees related to brokerage accounts increased $243 million in 2006, and fees related to annuities increased $94 million. Additionally, we had an increase of $17 million in management and financial advice fees due in part to increased Threadneedle revenues in 2006 as a result of higher market levels. These increases were partially offset by a decline in fees relative to 2005 of $37 million due to the sale of our defined contribution recordkeeping business in the second quarter of 2006.

Increased broker-dealer activity and advisor productivity continued to drive up distribution fees. Distribution fees in our brokerage

business in 2006 increased $168 million over 2005, reflecting strong net inflows in wrap accounts and strong growth in sales of direct investments as well as market appreciation. The growth in brokerage revenues was partially offset by a decline in distribution fees related to RiverSource mutual funds of $15 million largely due to lower mutual fund asset balances. This shift is driven by clients migrating from transaction-based fee arrangements to asset-based fee arrangements, where the asset-based fees are paid over time and are included in management and financial advice fees. Distribution fees also increased due to an increase in 12b-1 fees which reflected higher levels of mutual fund assets.

Net investment income for the year ended December 31, 2006 decreased $25 million from the year ended December 31, 2005, primarily driven by lower average account balances in fixed annuities, the fixed portion of variable annuities and certificates. Included in net investment income were net realized investment gains of $51 million in 2006 compared to $66 million in 2005. Net realized investment gains in 2006 included a gain of $23 million related to recoveries on WorldCom securities. Net realized investment gains in 2005 included a $36 million net gain on the sale of our retained interests in a collateralized debt obligation (“CDO”) securitization trust. Net gains on trading securities and equity method investments in hedge funds were $20 million higher in 2006.

Premiums in 2006 were impacted by the deconsolidation of AMEX Assurance, which had premiums of $127 million in 2005. This impact was offset by premium increases of $45 million in auto and home and $27 million in disability income and long term care insurance. Disability income and long term care premiums in 2006 included an increase in premiums of $15 million as a result of a review of our long term care reinsurance arrangement during the third quarter of 2006.

Other revenues in 2006 included $77 million related to the consolidation of certain limited partnerships holding client assets we manage and $66 million from the sale of our defined contribution recordkeeping business. The expenses related to the consolidated limited partnerships and the sale of our defined contribution recordkeeping business are primarily reflected in general and administrative expense. Other revenues in 2006 also reflect $18 million from recognizing previously deferred cost of insurance revenues. The balance of the increase in other revenues was primarily driven by increases in cost of insurance revenues for VUL and UL products and in variable annuity living benefit rider fees.

The increase in banking and deposit interest expense was driven by increases in interest expense related to the debt of a variable interest entity and bank deposits acquired in the second half of 2006. Interest credited for certificates increased as a result of higher short-term interest rates and, to a lesser extent, stock market appreciation, but were partially offset by a decrease in interest credited due to lower average certificate balances. The related benefit from economically hedging stock market certificates and equity indexed annuities is reflected in net investment income.

Expenses

Total expenses reflect the impact of DAC unlocking. In 2006, we recorded a net benefit from DAC unlocking of $25 million, primarily comprised of a $38 million benefit in DAC amortization expense and a $12 million increase in benefits, claims, losses and settlement expenses. DAC unlocking in 2005 resulted in a $67 million reduction to DAC amortization.

The DAC unlocking net benefit in 2006 primarily reflected a $25 million benefit from modeling increased product persistency and a $15 million benefit from modeling improvements in mortality, offset by negative impacts of $8 million from modeling lower variable product fund fee revenue and $8 million from model changes related to variable life second to die insurance.

The DAC unlocking net benefit in 2005 primarily reflected a $32 million benefit from modeling improvements in mortality, a $33 million benefit from lower surrender rates than previously assumed and higher associated surrender charges and a $2 million net benefit from other changes in DAC valuation assumptions.

The increase in distribution expenses primarily reflects higher commissions paid driven by overall business growth as reflected by the 18% growth in gross dealer concession (“GDC”) and higher assets under management. Distribution expenses in 2005 included $34 million related to AMEX Assurance as well as the favorable impact of a $9 million ceding commission related to the assumption of errors and omissions (“E&O”) reserves from AMEX Assurance.

Interest credited to fixed accounts reflects a decrease of $64 million related to a continued decline in fixed annuity account balances.

Benefits, claims, losses and settlement expenses increased in 2006 primarily as a result of higher life and health related expenses as well as a net increase in expenses related to auto and home. These increases were partially offset by a decrease in expenses related to our variable annuity products of $11 million. VUL/UL expenses increased $37 million in 2006, of which $12 million was related to the DAC unlocking reserve increase, $7 million was related to additional claims expense in connection with the recognition of previously deferred cost of insurance revenues and the balance was primarily volume-related. Health related expenses increased $21 million in 2006 and were primarily due to higher claims and reserves related to long term care and disability income. In 2005, these expenses reflected the addition of $13 million to long term care maintenance expense reserves. Auto and home had a net increase in expenses of $11 million. Volume-driven loss reserves attributable to higher average auto and home policy counts were partially offset by a $21 million net reduction in reserves primarily reflecting improvement in 2004 and 2005 accident year results. Expenses in 2005 included the assumption of $9 million in E&O reserves from AMEX Assurance and a net reduction to AMEX Assurance expenses of $12 million.

The increase in DAC amortization in 2006 reflects the impact of DAC unlocking related to amortization in each year. In addition, we had higher DAC amortization related to auto and home insurance and variable annuities, partially offset by lower DAC amortization related to our proprietary mutual funds. DAC unlocking resulted in a net reduction in amortization of $38 million in 2006 compared to a reduction of $67 million in 2005. DAC amortization related to auto and home insurance products in 2006 included an adjustment to decrease DAC balances by $28 million as well as $17 million of

higher DAC amortization primarily as a result of increased business and shorter amortization periods compared to 2005. Continued growth in our variable annuity business contributed to higher DAC balances and a net increase in DAC amortization on variable annuities of $16 million. DAC amortization related to proprietary mutual funds declined $26 million as a result of a lower proprietary mutual fund DAC balance and lower redemption write-offs. AMEX Assurance had DAC amortization of $17 million in 2005.

The increase in interest and debt expense in 2006 reflects the higher cost of debt associated with establishing our long term capital structure after the Distribution. Our $1.6 billion of intercompany debt with American Express prior to the Distribution was replaced with $1.5 billion of senior notes. In addition, we issued $500 million of junior notes in May 2006. The senior and junior notes have higher interest costs than the intercompany debt. Interest expense in 2006 on the senior and junior notes was $75 million and $23 million, respectively, compared to interest expense in 2005 of $53 million on the intercompany debt and $8 million on the senior notes.

Separation costs incurred in 2006 were primarily associated with separating and reestablishing our technology platforms and establishing the Ameriprise Financial brand. Separation costs incurred in 2005 were primarily associated with advisor and employee retention programs, rebranding and technology.

General and administrative expense in 2006 included $70 million of expense of certain consolidated limited partnerships and $14 million of expense, primarily related to the write-down of capitalized software, associated with the sale of our defined contribution recordkeeping business in the second quarter of 2006. Certain legal and regulatory costs were $74 million in 2006 compared to $140 million in 2005, of which $100 million was related to the settlement of a consolidated securities class action lawsuit. We recorded $15 million of severance and other costs related to the sale of our defined contribution recordkeeping business and $25 million of other severance costs primarily related to our technology functions and ongoing reengineering initiatives to improve efficiencies in our business. Also contributing to the increase in general and administrative expense were higher costs associated with being an independent company, including higher management and administration costs, increased investment in the business, as well as higher performance-based compensation as a result of strong overall results and investment management performance. Offsetting these increases is a decline of $17 million of expense in 2005 related to the deconsolidation of AMEX Assurance.

Income Taxes

Our effective tax rate was 20.8% for 2006 compared to 25.1% for 2005. The lower effective tax rate in 2006 was primarily due to the impact of a $16 million tax benefit as a result of a change in the effective state income tax rate applied to deferred tax assets as a result of the Distribution, and a $13 million tax benefit related to the true-up of the tax return for the year 2005 partially offset by lower levels of tax advantaged items in 2006. Additionally, the effective tax rate in 2005 was impacted by a $20 million tax expense applicable to prior years.

Results of Operations by Segment

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

	Years Ended December 31,
				Percent					Percent
				Share of					Share of
	2006			Total		2005			Total
	(in millions, except percentages)
Total net revenues
Advice & Wealth Management	$	3,335		42	%	$	2,834		38	%
Asset Management	1,751			22		1,609			22
Annuities	2,196			27		2,193			30
Protection	1,891			24		1,864			25
Corporate & Other	28			—		(30		)	—
Eliminations	(1,181		)	(15	)	(1,074		)	(15	)
Total net revenues	$	8,020		100	%	$	7,396		100	%

Total expenses
Advice & Wealth Management	$	3,139		43	%	$	2,816		42	%
Asset Management	1,498			21		1,432			21
Annuities	1,732			24		1,703			26
Protection	1,457			20		1,370			21
Corporate & Other	578			8		404			6
Eliminations	(1,181		)	(16	)	(1,074		)	(16	)
Total expenses	$	7,223		100	%	$	6,651		100	%

Pretax income (loss)
Advice & Wealth Management	$	196		25	%	$	18		2	%
Asset Management	253			32		177			24
Annuities	464			58		490			66
Protection	434			54		494			66
Corporate & Other	(550		)	(69	)	(434		)	(58	)
Pretax income from continuing operations	$	797		100	%	$	745		100	%

Advice & Wealth Management

The following table presents the results of operations of our Advice & Wealth Management segment for the years ended December 31, 2006 and 2005:

	Years Ended December 31,
	2006		2005		Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	1,080	$	837	$	243	29	%
Distribution fees	2,034		1,781		253		14
Net investment income	405		371		34		9
Other revenues	62		60		2		3
Total revenues	3,581		3,049		532		17
Banking and deposit interest expense	246		215		31		14
Total net revenues	3,335		2,834		501		18

Expenses
Distribution expenses	2,068		1,756		312		18
General and administrative expense	1,071		1,060		11		1
Total expenses	3,139		2,816		323		11
Pretax income	$	196	$	18	$	178	#

# Variance of 100% or greater.

Our Advice & Wealth Management segment reported pretax segment income of $196 million in 2006, up from $18 million in 2005.

Net revenues

Management and financial advice fees increased $243 million, or 29%, in 2006 as compared to 2005. The increase was primarily the result of net increases in wrap account assets of 32% from December 31, 2005 to December 31, 2006. The growth in distribution fees of $253 million, or 14% from 2005, reflects the strong net inflows in wrap accounts and strong growth in sales of direct investments as well as market appreciation. Net investment income growth is primarily due to higher on-balance sheet deposit balances, in part due to the launch of Ameriprise Bank in the third quarter of 2006. This increase was partially offset by declining average account balances in certificate products. Banking and deposit interest expense increased $31 million of which $12 million relates to face-amount certificates.

Expenses

The increase in distribution expenses reflects higher commissions paid driven by strong sales activity and higher assets under management. General and administrative expense increased in 2006 due to increases in compensation expense, professional and other services and legal and regulatory costs. Offsetting these increases was expense of $100 million related to the settlement of a consolidated securities class action lawsuit in 2005.

Asset Management

The following table presents the results of operations of our Asset Management segment for the years ended December 31, 2006 and 2005:

	Years Ended December 31,
	2006		2005		Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	1,221	$	1,204	$	17		1	%
Distribution fees	336		365		(29		)	(8	)
Net investment income	63		50		13			26
Other revenues	157		10		147			#
Total revenues	1,777		1,629		148			9
Banking and deposit interest expense	26		20		6			30
Total net revenues	1,751		1,609		142			9

Expenses
Distribution expenses	415		414		1			—
Amortization of deferred acquisition costs	52		79		(27		)	(34	)
General and administrative expense	1,031		939		92			10
Total expenses	1,498		1,432		66			5
Pretax income	$	253	$	177	$	76		43

# Variance of 100% or greater.

Overall

Our Asset Management pretax segment income was $253 million in 2006, up $76 million, or 43%, from $177 million in 2005.

Net revenues

Net revenues increased $142 million, or 9%, in 2006 compared to 2005. Contributing to the increase was $77 million related to certain consolidated limited partnerships and $66 million of proceeds from the sale of our defined contribution recordkeeping business. The expenses from the sale of our defined contribution recordkeeping business are primarily reflected in general and administrative expense. Additionally, a slight increase in management and financial advice fees, resulting from higher average assets under management, as well as an increase in net investment income due to higher interest income associated with the consolidation of certain variable interest entities (“VIEs”), partially offset by an increase in banking and deposit interest expense, were offset by a decline in distribution fees related to RiverSource mutual funds which was largely due to lower mutual fund asset balances. This shift reflects an emerging preference of clients to migrate from transaction-based fee arrangements to asset-based fee arrangements, where the asset-based fees are paid over time and are included in management and financial advice fees.

Expenses

Total expenses increased $66 million, or 5%. In 2006, general and administrative expense, which primarily reflects allocated corporate and support function costs, included $70 million of expense related to the consolidation of certain limited partnerships and $30 million of costs associated with the sale of our defined contribution recordkeeping business in the second quarter of 2006. The sale related costs were offset by expense savings related to the defined contribution

recordkeeping business following the sale. These expenses were partially offset by a decrease in the amortization of DAC due to decreased B share sales resulting in fewer deferred commissions to be amortized.

Annuities

The following table presents the results of operations of our Annuities segment for the years ended December 31, 2006 and 2005:

	Years Ended December 31,
	2006		2005		Change
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	392	$	298	$	94		32	%
Distribution fees	213		171		42			25
Net investment income	1,403		1,544		(141		)	(9	)
Premiums	138		151		(13		)	(9	)
Other revenues	50		30		20			67
Total revenues	2,196		2,194		2			—
Banking and deposit interest expense	—		1		(1		)	—
Total net revenues	2,196		2,193		3			—

Expenses
Distribution expenses	158		93		65			70
Interest credited to fixed accounts	823		875		(52		)	(6	)
Benefits, claims, losses and settlement expenses	261		295		(34		)	(12	)
Amortization of deferred acquisition costs	287		244		43			18
General and administrative expense	203		196		7			4
Total expenses	1,732		1,703		29			2
Pretax income	$	464	$	490	$	(26	)	(5	)

Overall

Our Annuities pretax segment income was $464 million for 2006, down $26 million, or 5%, from $490 million for 2005.

Net revenues

Net revenues increased slightly in 2006 compared to 2005. Management and financial advice fees related to variable annuities increased driven by higher levels of variable annuity account values, which increased 31% to $43.5 billion at December 31, 2006. The increase in distribution fees was due primarily to higher asset balances driven by flows and market appreciation. These increases were largely offset by a decline in net investment income which was primarily attributable to declining average fixed account balances, as well as a decrease in premiums related to immediate annuities with life contingencies.

Expenses

Total expenses increased $29 million, or 2%. The increase in distribution expenses reflects increased sales, and the increase in amortization of DAC is due to the impact of DAC unlocking in 2006, a net increase of $14 million, versus a net decrease to expense related to DAC unlocking in 2005 of $14 million. These increases were partially offset by a decrease in interest credited to fixed accounts, primarily attributable to lower average account balances in fixed annuities and the fixed portion of variable annuities, as well as a decline in benefits, claims, losses and settlement expenses primarily due to our variable annuity business which had a decrease of $29 million in GMWB rider costs, partially offset by an increase of $17 million in guaranteed minimum death benefit (“GMDB”) costs.

Protection

The following table presents the results of operations of our Protection segment for the years ended December 31, 2006 and 2005. The travel insurance and card related business of our AMEX Assurance subsidiary was ceded to American Express effective July 1, 2005. AMEX Assurance was deconsolidated on a GAAP basis effective September 30, 2005. The results of operations of AMEX Assurance for periods ended prior to the deconsolidation were reported in our Protection segment and are also included in the table below.

										AMEX
	Years Ended December 31,									Assurance
	2006		2005		Change					2005⁽¹⁾⁽²⁾
	(in millions, except percentages)
Revenues
Management and financial advice fees	$	56	$	42	$	14		33	%	$	3
Distribution fees	96		89		7			8		—
Net investment income	355		342		13			4		9
Premiums	954		999		(45		)	(5	)	127
Other revenues	431		394		37			9		(1		)
Total revenues	1,892		1,866		26			1		138
Banking and deposit interest expense	1		2		(1		)	(50	)	—
Total net revenues	1,891		1,864		27			1		138

Expenses
Distribution expenses	94		97		(3		)	(3	)	34
Interest credited to fixed accounts	145		144		1			1		—
Benefits, claims, losses and settlement expenses	852		788		64			8		(12		)
Amortization of deferred acquisition costs	133		108		25			23		17
General and administrative expense	233		233		—			—		17
Total expenses	1,457		1,370		87			6		56
Pretax income	$	434	$	494	$	(60	)	(12	)	$	82

⁽¹⁾ AMEX Assurance results of operations were consolidated in 2005 through September 30, 2005.

⁽²⁾ AMEX Assurance premiums in 2005 included $10 million in intercompany revenues related to errors and omissions coverage.

Overall

Our Protection segment results for 2006 were driven by growth in our life insurance products and, to a lesser extent, auto and home insurance products. Protection segment results for 2005 include pretax income related to AMEX Assurance of $82 million.

Net revenues

Net revenues increased $27 million, or 1%, in 2006 as compared to 2005. The increase in management and financial advice fees was primarily driven by fees generated from higher levels of VUL variable account values in 2006. Total life insurance inforce increased 9% in 2006 compared to 2005. Additionally, the increase in net investment income is a result of the positive impact of higher reserves associated with the growth in our auto and home products and, to a lesser extent, our disability income products. This growth was partially offset by the impact of the deconsolidation of AMEX Assurance, which had net investment income of $9 million in 2005. Net realized investment gains were $9 million in 2006 and $13 million in 2005. Premiums in 2006 were impacted by the deconsolidation of AMEX Assurance, which had premiums of $127 million in 2005. This impact was offset by premium increases of $45 million in auto and home and $27 million in disability income and long term care. The growth in auto and home premiums was driven by higher average policy counts in 2006. Disability income and long term care premiums in 2006 included an adjustment to increase premiums by $15 million as a result of a review of our long term care reinsurance arrangement during the third quarter of 2006. The increase in other revenues was primarily related to VUL/UL products. The recognition of previously deferred cost of insurance revenues related to VUL/UL insurance added $18 million in revenues in 2006. The balance of the revenue growth was primarily volume-related.

Expenses

Distribution expenses decreased $3 million in 2006 compared to 2005 primarily as a result of the deconsolidation of AMEX Assurance which had expenses of $34 million in 2005. Distribution expenses in 2005 also include the favorable impact of a $9 million ceding commission related to the assumption of E&O reserves from AMEX Assurance.

Benefits, claims, losses and settlement expenses increased $64 million in 2006 primarily as a result of higher life and health related expenses as well as a net increase in expenses related to the growth in our auto and home products. VUL/UL expenses increased $34 million in 2006, of which $12 million was related to the DAC unlocking reserve increase discussed previously, $7 million was related to additional claims expense in connection with the recognition of previously deferred cost of insurance revenues and the balance was primarily volume-related. Health related expenses increased $21 million in 2006 and were primarily due to higher claims and reserves related to long term care and disability income. In 2005, these expenses reflected the addition of $13 million to long term care maintenance expense reserves. Auto and home had a net increase in expenses of $11 million. Volume-driven loss reserves attributable to higher average auto and home policy counts were partially offset by a $21 million net reduction in reserves primarily reflecting improvement in 2004 and 2005 accident year results. Expenses in 2005 included the assumption of $9 million in E&O reserves from AMEX Assurance and a net reduction to AMEX Assurance expenses of $12 million.

Amortization of DAC in 2006 primarily reflects higher DAC amortization related to our auto and home products, partially offset by the impact of the deconsolidation of AMEX Assurance, which had $17 million of DAC amortization in 2005. We recognized $28 million of additional DAC amortization in 2006 as a result of an adjustment to DAC balances related to auto and home insurance products. DAC amortization related to auto and home insurance is also higher by $17 million in 2006 primarily as a result of the effect of increased business and shorter amortization periods compared to 2005. The total DAC unlocking benefit in both 2006 and 2005 primarily related to our VUL/UL products, which reduced DAC amortization by $52 million and $53 million, respectively.

Corporate & Other

The following table presents the results of operations of our Corporate & Other segment for the years ended December 31, 2006 and 2005:

	Years Ended December 31,
	2006			2005			Change
	(in millions, except percentages)
Revenues
Net investment income (loss)	$	29		$	(31	)	$	60		#	%
Other revenues	6			7			(1		)	(14	)
Total revenues	35			(24		)	59			#
Banking and deposit interest expense	7			6			1			17
Total net revenues	28			(30		)	58			#

Expenses
Distribution expenses	—			1			(1		)	#
Interest and debt expense	101			67			34			51
Separation costs	361			293			68			23
General and administrative expense	116			43			73			#
Total expenses	578			404			174			43
Pretax loss	$	(550	)	$	(434	)	$	(116	)	(27	)

# Variance of 100% or greater.

Overall

Our Corporate & Other pretax segment loss was $550 million for 2006 compared to $434 million in 2005. The higher pretax segment loss in 2006 was primarily due to the $68 million increase in separation costs, the $73 million increase in general and administrative expense and higher interest and debt expense, partially offset by a $60 million increase in net investment income.

Net revenues

Net investment income increased $60 million to income of $29 million compared to a loss of $31 million in 2005. The improvement in 2006 was primarily attributable to higher invested assets, partially offset by a decrease in net realized investment gains of $26 million. The net investment loss in 2005 was primarily the result of amortization of affordable housing investments.

Expenses

The increase in interest and debt expense in 2006 primarily reflects the higher cost of debt associated with the senior notes as compared to our intercompany debt with American Express prior to the Distribution, as

well as interest on the unsecured junior subordinated notes issued in May 2006. Interest expense in 2006 on the senior and junior notes was $75 million and $23 million, respectively, compared to interest expense in 2005 of $53 million on the intercompany debt and $8 million on the senior notes.

Separation costs incurred in 2006 were primarily associated with technology and rebranding. Separation costs incurred in 2005 were primarily associated with advisor and employee retention programs, technology and rebranding.

General and administrative expense in 2006 reflects higher costs associated with being an independent entity, as well as higher expenses related to corporate projects and other corporate activities. In addition, we incurred $25 million of severance costs in 2006, primarily related to our technology functions and ongoing reengineering initiatives to improve efficiencies in our business.

Liquidity and Capital Resources

Overview

We maintained substantial liquidity during 2007. At December 31, 2007, we had $3.8 billion in cash and cash equivalents, up from the balance at December 31, 2006 of $2.8 billion. We have additional liquidity available through an unsecured revolving credit facility for $750 million that expires in September 2010. Under the terms of the underlying credit agreement, we can increase this facility to $1.0 billion. Available borrowings under this facility are reduced by any outstanding letters of credit. We have had no borrowings under this credit facility and had $6 million of outstanding letters of credit at December 31, 2007. We believe cash flows from operating activities, available cash balances and our availability of revolver borrowings will be sufficient to fund our operating liquidity needs.

Investments are principally funded by sales of insurance, annuities, banking deposits and investment certificates and by reinvested income. As expected, annuity fixed accounts and certificate balances are declining as clients choose other products in the current interest rate environment and as we focus on fee-based products. Our total investments at December 31, 2007 and 2006 included investments held by our insurance subsidiaries of $25.4 billion and $29.6 billion, respectively.

Our Available-for-Sale investments primarily include corporate debt securities and mortgage and other asset-backed securities, which had fair values of $13.9 billion and $10.4 billion, respectively, at December 31, 2007 compared to $16.8 billion and $12.3 billion, respectively, at December 31, 2006. Our Available-for-Sale corporate debt securities comprise a diverse portfolio, with the largest concentrations of the portfolio in the following industries: 21% in utilities, 19% in banking and 13% in media. Investments also included $3.1 billion of commercial mortgage loans as of both December 31, 2007 and 2006. At December 31, 2007 and 2006, 70% and 69%, respectively, of our Available-for-Sale investment portfolio was rated A or better, while 6% and 7% of our Available-for-Sale investment portfolio was below investment grade at December 31, 2007 and 2006, respectively.

Our capital transactions in 2007 and 2006 primarily related to the repurchase of our common stock and dividends paid to our shareholders.

Dividends from Subsidiaries

Ameriprise Financial, Inc. is primarily a parent holding company for the operations carried out by our wholly owned subsidiaries. Because of our holding company structure, our ability to meet our cash requirements, including the payment of dividends on our common stock, substantially depends upon the receipt of dividends or return of capital from our subsidiaries, particularly our life insurance subsidiary, RiverSource Life Insurance Company (“RiverSource Life”), our face-amount certificate subsidiary, Ameriprise Certificate Company (“ACC”), our retail introducing broker-dealer subsidiary, Ameriprise Financial Services, Inc. (“AFSI”), our clearing broker-dealer subsidiary, American Enterprise Investment Services, Inc. (“AEIS”), our auto and home insurance subsidiary, IDS Property Casualty Insurance Company (“IDS Property Casualty”), doing business as Ameriprise Auto & Home Insurance, Threadneedle, RiverSource Service Corporation and our investment advisory company, RiverSource Investments, LLC. The payment of dividends by many of our subsidiaries is restricted and certain of our subsidiaries are subject to regulatory capital requirements.

Actual capital and regulatory capital requirements for our wholly owned subsidiaries subject to regulatory capital requirements were as follows:

	Actual Capital				Regulatory
	December 31,				Capital
	2007		2006		Requirement
	(in millions)
RiverSource Life Insurance Company⁽¹⁾⁽²⁾	$	3,017	$	3,511	$	442
RiverSource Life Insurance Co. of New York⁽¹⁾⁽²⁾	288		348		34
IDS Property Casualty Insurance Company⁽¹⁾⁽³⁾	424		523		117
Ameriprise Insurance Company⁽¹⁾⁽³⁾	49		47		2
Ameriprise Certificate Company⁽⁴⁾	210		279		201
Threadneedle Asset Management Holdings Limited⁽⁵⁾	232		246		149
Ameriprise Bank, FSB⁽⁶⁾	143		169		143
Ameriprise Financial Services, Inc.⁽³⁾⁽⁴⁾	102		85		#
Ameriprise Captive Insurance Company	16		—		7
Ameriprise Trust Company⁽³⁾	60		49		36
American Enterprise Investment Services, Inc.⁽³⁾⁽⁴⁾	56		38		5
Securities America, Inc.⁽³⁾⁽⁴⁾	13		2		#
RiverSource Distributors, Inc.⁽³⁾⁽⁴⁾	30		#		#

# Amounts are less than $1 million.

⁽¹⁾ Actual capital is determined on a statutory basis.

⁽²⁾ Regulatory capital requirement as of December 31, 2007 is based on the most recent statutory risk-based capital filing.

⁽³⁾ Regulatory capital requirement is based on the applicable regulatory requirement, calculated as of December 31, 2007.

⁽⁴⁾ Actual capital is determined on an adjusted GAAP basis.

⁽⁵⁾ Actual capital and regulatory capital requirements are determined in accordance with U.K. regulatory legislation. Both actual capital and regulatory capital requirements are as of June 30, 2007, based on the most recent required U.K. filing.

⁽⁶⁾ Ameriprise Bank holds capital in compliance with the Federal Deposit Insurance Corporation policy regarding de novo depository institutions.

In addition to the particular regulations restricting dividend payments and establishing subsidiary capitalization requirements, we take into account the overall health of the business, capital levels and risk management considerations in determining a dividend strategy for payments to our company from our subsidiaries, and in deciding to use cash to make capital contributions to our subsidiaries.

The following table sets out the cash dividends paid to our company (including extraordinary dividends paid with necessary advance notifications to regulatory authorities), net of cash capital contributions made by our company, and the dividend capacity (amount within the limitations of the applicable regulatory authorities as further described below) for the following subsidiaries:

	Years Ended December 31,
	2007			2006			2005
	(in millions)
Cash dividends paid/(contributions made), net
RiverSource Life	$	900		$	300		$	(270	)
Ameriprise Bank	—			(172		)	N/A
AEIS	108			82			15
ACC	70			70			25
RiverSource Investments, LLC	100			60			—
RiverSource Service Corporation	22			60			61
Threadneedle	50			43			—
Ameriprise Trust Company	12			42			5
Securities America Financial Corporation	(17		)	(25		)	—
AFSI	100			(20		)	(100		)
IDS Property Casualty	185			6			52
Other	(12		)	4			—
Total	$	1,518		$	450		$	(212	)

Dividend capacity
RiverSource Life⁽¹⁾	$	469		$	328		$	380
Ameriprise Bank	—			—			N/A
AEIS	159			114			105
ACC⁽²⁾	79			93			54
RiverSource Investments, LLC	279			173			37
RiverSource Service Corporation	26			68			88
Threadneedle	83			89			18
Ameriprise Trust Company	22			4			5
Securities America Financial Corporation	—			—			14
AFSI	201			84			—
IDS Property Casualty⁽³⁾	52			46			35
Other	9			8			9
Total dividend capacity	$	1,379		$	1,007		$	745

⁽¹⁾The dividend capacity for RiverSource Life is based on the greater of (1) the previous year’s statutory net gain from operations or (2) 10% of the previous year-end statutory capital and surplus. Dividends that, together with the amount of other distributions made within the preceding 12 months, exceed this statutory limitation are referred to as “extraordinary dividends” and require advance notice to the Minnesota Department of Commerce, RiverSource Life’s primary state regulator, and are subject to potential disapproval. RiverSource Life paid extraordinary dividends in each of 2007 and 2006. Prior to the payment of each of these extraordinary dividends, RiverSource Life made the required advance notice to the Minnesota Department of Commerce and received a response from it stating that it did not object to the payment of these dividends. In the second quarter of 2007 and 2006, RiverSource Life of New York paid cash dividends of $83 million and $25 million, respectively, to RiverSource Life. A portion of the 2007 dividend from RiverSource Life of New York was considered extraordinary and was paid only after making the required advance notice to the New York State Insurance Department.

⁽²⁾ The dividend capacity for ACC is based on capital held in excess of regulatory requirements. For AFSI and AEIS, the dividend capacity is based on an internal model used to determine the availability of dividends, while maintaining net capital at a level sufficiently in excess of minimum levels defined by Securities and Exchange Commission rules.

⁽³⁾ The dividend capacity for IDS Property Casualty is based on the lesser of (1)10% of the previous year-end capital and surplus or (2) the greater of (a) net income (excluding realized gains) of the previous year or (b) the aggregate net income of the previous three years excluding realized gains less any dividends paid within the first two years of the three-year period. Dividends that, together with the amount of other distributions made within the preceding 12 months, exceed this statutory limitation are referred to as “extraordinary dividends” and require advance notice to the Office of the Commissioner of Insurance of the State of Wisconsin, the primary state regulator of IDS Property Casualty, and are subject to potential disapproval. The portion of dividends paid by IDS Property Casualty in 2007 and 2005 in excess of the dividend capacity set forth in the table above were extraordinary dividends and received approval from the Office of the Commissioner of Insurance of the State of Wisconsin.

Share Repurchases and Dividends Paid to Shareholders

In 2007, we repurchased 15.9 million shares at an average price of $59.59 under our share repurchase program. Since inception of the share repurchase program in January 2006, we have purchased 26.6 million shares at an average price of $53.38. At December 31, 2007, there was approximately $418 million remaining to repurchase shares under authorizations approved by our Board of Directors. The share repurchase programs do not require the purchase of any minimum number of shares, and depending on market conditions and factors, these purchases may be commenced or suspended at any time without prior notice. We used our existing working capital to fund these share repurchases, and we currently intend to fund additional share repurchases through existing working capital, future earnings, debt capacity and other customary financing methods.

Pursuant to the amended and revised Ameriprise Financial 2005 Incentive Compensation Plan, we reacquired 0.5 million shares of our common stock in 2007 through the surrender of restricted shares upon vesting and paid in the aggregate $29 million related to the holders’ income tax obligations on the vesting date.

We paid regular quarterly cash dividends to our shareholders totaling $133 million and $108 million in 2007 and 2006, respectively. In 2005, we paid $27 million of cash dividends to our shareholders during the quarterly period ended December 31, 2005.

On January 24, 2008, our Board of Directors declared a regular quarterly cash dividend of $0.15 per common share. The dividend was paid on February 18, 2008 to our shareholders of record at the close of business on February 4, 2008.

Operating Activities

Net cash provided by operating activities for the year ended December 31, 2007 was $845 million compared to $817 million for the year ended December 31, 2006, an increase of $28 million. For the year ended December 31, 2006, net cash provided by operating activities was $817 million compared to $856 million for the year ended December 31, 2005, a decrease of $39 million. Included in net cash from operating activities for the year ended December 31, 2005

was a $58 million gain related to the termination of interest rate swaps.

Investing Activities

Our investing activities primarily relate to our Available-for-Sale investment portfolio. Further, this activity is significantly affected by the net outflows of our investment certificate, fixed annuity and universal life products reflected in financing activities.

Net cash provided by investing activities for the year ended December 31, 2007 was $4.5 billion compared to $3.5 billion for the year ended December 31, 2006, a cash flow improvement of $1.0 billion. Purchases of Available-for-Sale securities decreased $1.1 billion and proceeds from sales of Available-for-Sale securities increased $1.2 billion compared to the prior year period. This increase in cash was partially offset by a $547 million decrease in maturities, sinking fund payments and calls of Available-for-Sale securities compared to the prior year period.

Net cash provided by investing activities for the year ended December 31, 2006 was $3.5 billion compared to net cash used in investing activities of $273 million for the year ended December 31, 2005, a cash flow improvement of $3.8 billion. Purchases of Available-for-Sale securities decreased $5.9 billion to $2.8 billion in 2006 compared to $8.7 billion in 2005. This increase in cash was partially offset by lower proceeds from sales and lower maturities, sinking fund payments and calls of Available-for-Sale securities in 2006.

Financing Activities

Net cash used in financing activities for the year ended December 31, 2007 was $4.3 billion compared to $4.1 billion for the year ended December 31, 2006, an increase of $204 million. Cash used for the repurchase of our common stock increased $487 million to $977 million in 2007 compared to $490 million in 2006. The change in other banking deposits resulted in an increase to cash of $614 million, as a result of Ameriprise Bank activity, which was offset by a reduction of $516 million in cash proceeds from the issuance of debt compared to the prior year period. The decrease in cash related to payments we receive from certificate owners was offset by an increase in cash related to lower maturities, withdrawals and cash surrenders in investment certificates.

Net cash used in financing activities was $4.1 billion for the year ended December 31, 2006 compared to net cash provided by financing activities of $323 million for the year ended December 31, 2005, a decrease of $4.4 billion. This decline in cash was primarily due to higher surrenders and other benefits related to fixed annuities, lower sales of certificate products and a net decrease related to debt and capital transactions.

Cash used for surrenders and other benefits on policyholder and contractholder account values, most of which related to fixed annuities, increased $1.6 billion in 2006 compared to 2005. Cash flows related to payments we receive from certificate owners declined $1.3 billion in 2006 compared to 2005, while cash used for certificate maturities and cash surrenders decreased $515 million. The reduction in sales and increase in maturities was the result of the American Express Bank Limited and American Express Bank International business wind-down and a sales promotion that was in effect during a portion of the 2005 period, offset somewhat by a sales promotion that began in late 2006 and ended in early 2007.

On May 26, 2006, we issued $500 million of junior notes and incurred debt issuance costs of $6 million. These junior notes are due in 2066 and carry a fixed interest rate of 7.518% for the first 10 years, converting to a variable interest rate thereafter. The proceeds from the issuance were for general corporate purposes.

On November 23, 2005, we issued $800 million principal amount of 5.35% unsecured senior notes due November 15, 2010 and $700 million principal amount of 5.65% senior notes due November 15, 2015. Considering the impact of hedge credits, the effective interest rates on the senior notes due 2010 and 2015 are 4.8% and 5.2%, respectively. The proceeds from the issues were used to replace the $1.4 billion bridge loan and for other general corporate purposes.

We repaid our $50 million medium-term notes in February 2006. In addition, $168 million of nonrecourse debt related to the consolidated property fund limited partnerships was repaid in September 2006 following a restructuring of the partnership capital. In 2005, we entered into an unsecured bridge loan facility in the amount of $1.4 billion and repaid $1.3 billion of American Express intercompany debt.

Contractual Commitments

The contractual obligations identified in the table below include both our on and off-balance sheet transactions that represent material expected or contractually committed future obligations. Payments due by period as of December 31, 2007 are as follows:

			Payments due in year ending
Contractual Obligations	Total		2008		2009- 2010		2011- 2012		2013 and Thereafter
			(in millions)
Balance Sheet:
Debt⁽¹⁾	$	2,018	$	—	$	800	$	—	$	1,218
Insurance and annuities⁽²⁾	40,031		3,442		5,638		4,610		26,341
Investment certificates⁽³⁾	3,734		3,353		381		—		—
Off-Balance Sheet:
Lease obligations	618		79		135		111		293
Purchase obligations⁽⁴⁾	71		46		24		1		—
Interest on debt⁽⁵⁾	2,641		121		236		156		2,128
Total	$	49,113	$	7,041	$	7,214	$	4,878	$	29,980

⁽¹⁾ See Note 15 to our Consolidated Financial Statements for more information about our debt.

⁽²⁾ These scheduled payments are represented by reserves of approximately $27.0 billion at December 31, 2007 and are based on interest credited, mortality, morbidity, lapse, surrender and premium payment assumptions. Actual payment obligations may differ if experience varies from these assumptions. Separate account liabilities have been excluded as associated contractual obligations would be met by separate account assets.

⁽³⁾ The payments due by year are based on contractual term maturities. However, contractholders have the right to redeem the investment certificates earlier and at their discretion subject to surrender charges, if any. Redemptions are most likely to occur in periods of substantial increases in interest rates.

⁽⁴⁾ The purchase obligation amounts include expected spending by period under contracts that were in effect at December 31, 2007. Minimum contractual payments associated with purchase obligations, including termination payments, were $20 million.

⁽⁵⁾ Interest on debt was estimated based on rates in effect as of December 31, 2007.

Total loan funding commitments were $493 million at December 31, 2007.

For additional information relating to these contractual commitments, see Note 23 to our Consolidated Financial Statements.

Off-Balance Sheet Arrangements

During 2007, we closed on two traditional cash flow structured investments that we manage. The structures have approximately $1.1 billion issued and are fully subscribed. Also during 2007, an additional $188 million was issued by a structured investment we manage. As a condition to managing these structures, we were required to invest a total of $7 million in the residual or “equity” tranches of the facilities closed on in 2007, which are the most subordinated tranches of securities issued by the structured investment entities. As an investor in the residual tranches, our return correlates to the performance of the portfolio of high-yield investments, primarily bank loans, comprising the structured investments. Our exposure as an investor is limited solely to our aggregate investment in these facilities, and we have no obligation, contingent or otherwise, that could require any further funding of the investments. The structured investments are considered variable interest entities but are not consolidated as we are not considered the primary beneficiary.

Quantitative and Qualitative Disclosures About Market Risk

Interest rate, equity price, foreign currency risk and credit risk are the market risks to which we have material exposure. To evaluate interest rate and equity price risk we perform sensitivity testing which measures the impact on pretax income from the sources listed below for a 12 month period following a hypothetical 100 basis point increase in interest rates and a hypothetical 10% decline in equity markets.

At December 31, 2007, aggregating our exposure from all sources of interest rate risk net of financial derivatives hedging that exposure detailed below, we estimate a negative impact of $9 million on pretax income for the 12 month period if, hypothetically, interest rates had increased by 100 basis points and remain at that level for 12 months. This compares with an estimate of a negative impact of $34 million made at December 31, 2006 for 12 months following a hypothetical 100 basis point increase in interest rates at December 31, 2006.

Equity price risk includes absolute market level and implied market volatility changes. The estimates of net equity price risk exposure presented below assume no changes in implied market volatility. At December 31, 2007, aggregating our exposure from equity price risk net of financial derivatives hedging that exposure detailed below, we estimate a negative impact of $141 million on pretax income for the 12 month period if, hypothetically, equity markets had declined by 10% and remain at that level for 12 months. This compares with an estimate of a negative impact of $127 million made at December 31, 2006 for 12 months following a hypothetical 10% drop in equity markets at December 31, 2006.

The numbers below show our estimate of the pretax impact of these hypothetical market moves, net of hedging and DAC, as of December 31, 2007. Following the table is a discussion by source of risk and the portfolio management techniques and derivative financial instruments we use to mitigate these risks.

	Net Risk Exposure to Pretax Income
Sources of Market Risk	Interest Rate			Equity Price
	(in millions)
Asset-based management and distribution fees	$	(18	)	$	(132	)
Variable annuity riders	14			(9		)
Fixed annuities, fixed portion of variable annuities and fixed insurance products	(6		)	—
Flexible savings and other fixed rate certificates	1			—
Total	$	(9	)	$	(141	)

Actual results could differ materially from those illustrated above as they are based on a number of estimates and assumptions. These include assuming the composition of invested assets and liabilities does not change in the 12 month period following the hypothetical market decline, that there are no changes in implied market volatility and the increase in interest rates produces a parallel shift in the yield curve. The selection of a 100 basis point interest rate increase and a 10% equity market decline should not be construed as a prediction of future market events.

For annuity and universal life products, DAC are amortized on the basis of estimated gross profits. Estimated gross profits are a proxy for pretax income prior to the recognition of DAC amortization expense. When events occur that reduce or increase current period estimated gross profits, DAC amortization expense is typically reduced or increased as well, somewhat mitigating the impact of the event on pretax income.

Asset-Based Management and Distribution Fees

We earn asset-based management fees on our owned separate account assets and certain of our managed assets. At December 31, 2007, the value of these assets was $62.0 billion and $286.6 billion, respectively. We also earn distribution fees on our managed assets. These sources of revenue are subject to both interest rate and equity price risk since the value of these assets and the fees they earn fluctuate inversely with interest rates and directly with equity prices. We do not hedge the interest rate risk of this exposure. During 2007, 2006 and 2005, we hedged a portion of the equity price risk of the exposure with purchased equity index puts. There were no puts outstanding at December 31, 2007, but as of December 31, 2006, they had a notional value of $721 million and a fair value of $16 million.

Interest Rate Risk—Asset-Based Management and Distribution Fees

At December 31, 2007, we estimate the interest rate risk from this exposure on pretax income if, hypothetically, interest rates had increased by 100 basis points and remain at that level for 12 months to be a negative $18 million for the 12 month period.

Equity Price Risk—Asset-Based Management and Distribution Fees

At December 31, 2007, we estimate the equity price risk from this exposure on pretax income if, hypothetically, equity markets decreased by 10% and remain at that level for 12 months to be a negative impact of $132 million for the 12 month period.

Variable Annuity Riders

The guaranteed benefits associated with our variable annuities are guaranteed minimum withdrawal benefit (“GMWB”), guaranteed minimum accumulation benefit (“GMAB”), guaranteed minimum death benefit (“GMDB”) and guaranteed minimum income benefit (“GMIB”) options. Each of the guaranteed benefits mentioned above guarantees payouts to the annuity holder under certain specific conditions regardless of the performance of the underlying investment assets.

The total value of all variable annuity contracts has grown from $49.5 billion at December 31, 2006 to $57.2 billion at December 31, 2007. These contract values include GMWB and GMAB contracts which have grown from $7.2 billion and $1.4 billion at December 31, 2006 to $13.1 billion and $2.3 billion at December 31, 2007, respectively. At December 31, 2007, the reserves for the GMWB and GMAB were a positive $136 million and $33 million compared to reserves of negative $12 million and $5 million at December 31, 2006, respectively. The large increases in the reserves for the GMWB and GMAB reflect the effects of a substantial increase in long term volatility on the mark-to-market value of the guarantees. At December 31, 2007, the reserve for the other variable annuity guaranteed benefits, GMDB and GMIB, was $27 million compared to $31 million at December 31, 2006.

We manage the market risk on the guaranteed benefits by product design and by the use of financial derivatives which hedge the GMWB and GMAB. The design of the GMWB is an example of how we use product design to manage risk. The GMWB provision requires that policyholders invest their funds in one of five asset allocation models, thus ensuring diversification across asset classes and underlying funds, reducing the likelihood that payouts from the guaranteed benefits will be required to compensate policyholders for investment losses.

As a means of economically hedging its obligations under GMWB and GMAB provisions, we purchase equity put and call options, enter into interest rate swaps and trade equity futures contracts. The notional amounts and the fair value of assets (liabilities) of derivatives hedging our GMWB and GMAB were as follows:

	December 31,
	2007					2006
	Notional Amount			Fair Value		Notional Amount			Fair Value
	(in millions)
Purchased options and futures	$	6,318		$	338	$	1,410		$	171
Interest rate swaps	202			2		359			(1		)
Written S&P 500 futures⁽¹⁾	(202		)	—		(111		)	—

⁽¹⁾ These Standard & Poor’s (“S&P”) 500 futures are cash settled daily and, therefore, have no fair value.

Interest Rate Risk—Variable Annuity Riders

The GMAB and the non-life contingent benefits associated with the GMWB provisions create embedded derivatives which are carried at fair value separately from the underlying host variable annuity contract. Changes in fair value of the GMWB and GMAB are recorded through earnings with fair value calculated based on projected, discounted cash flows over the life of the contract, including projected, discounted benefits and fees. Increases in interest rates reduce the fair value of the GMWB and GMAB liabilities. At December 31, 2007, if interest rates had increased by, hypothetically, 100 basis points and remain at that level for 12 months, we estimate that the fair values of our GMWB and GMAB liabilities would decrease by $127 million and $23 million, respectively, with a favorable impact to pretax income. The GMWB and GMAB interest rate exposure is hedged with a portfolio of longer dated put and call derivatives and interest rate swaps. We began utilizing the puts and calls as a way to improve effectiveness and reduce hedging costs. These derivatives are an alternative to the more customized equity puts we previously used. At December 31, 2007, we had equity puts and calls with notional amounts of $5.3 billion and $954 million related to GMWB and GMAB, respectively. The interest rate swaps had notional amounts of $193 million and $9 million related to GMWB and GMAB, respectively. We have entered into interest rate swaps according to risk exposures along maturities, thus creating both fixed rate payor and variable rate payor terms. If interest rates were to increase, we would have to pay more to the swap counterparty, and the fair value of our equity puts would decrease, resulting in a negative impact to our pretax income. For a hypothetical 100 basis point increase in interest rates sustained for a 12 month period, we estimate that the negative impact of the derivatives on pretax income would be $114 million. Of the $114 million, $95 million is attributable to our GMWB and $19 million is attributable to our GMAB. The net impact on pretax income after hedging would be a favorable $14 million, which consists of a $32 million and $4 million favorable impact attributable to our GMWB and GMAB, respectively, and a $22 million negative impact related to DAC amortization.

Equity Price Risk—Variable Annuity Riders

The variable annuity guaranteed benefits guarantee payouts to the annuity holder under certain specific conditions regardless of the performance of the investment assets. For this reason, when equity markets decline, the returns from the separate account assets coupled with guaranteed benefit fees from annuity holders may not be sufficient to fund expected payouts. In that case, reserves must be increased with a negative impact to earnings. If, hypothetically, equity markets had declined by 10% at December 31, 2007 and remain at that level for 12 months, we estimate the negative impact on pretax income before hedging to be $23 million attributable to GMWB, $13 million attributable to GMAB and $11 million attributable to GMDB and GMIB.

The core derivative instruments with which we hedge the equity price risk of our GMWB and GMAB are longer dated put and call derivatives; these core instruments are supplemented with equity futures. The put and call contracts had notional amounts of $5.3 billion and $954 million at December 31, 2007 for GMWB and GMAB, respectively. The equity futures had notional amounts of $174 million and $69 million at December 31, 2007 for GMWB and GMAB, respectively. If, hypothetically, equity markets had declined by 10% at December 31, 2007 and remain at that level for 12 months we estimate a positive impact to pretax income of $27 million and $13 million from the options and futures for GMWB and GMAB, respectively. The net equity price exposure to pretax income from all of our variable annuity guaranteed benefits after hedging would be a negative $9 million, which includes a $4 million favorable impact attributable to GMWB, an $11 million negative impact attributable to GMDB and GMIB and a $2 million

negative impact related to DAC amortization. The positive impact of our hedging strategy offsets the negative impact attributable to GMAB for an immaterial net exposure.

Fixed Annuities, Fixed Portion of Variable Annuities and Fixed Insurance Products

Interest rate exposures arise primarily with respect to the fixed account portion of RiverSource Life’s annuity and insurance products and its investment portfolio. We guarantee an interest rate to the holders of these products. Premiums and deposits collected from clients are primarily invested in fixed rate securities to fund the client credited rate with the spread between the rate earned from investments and the rate credited to clients recorded as earned income. Client liabilities and investment assets generally differ as it relates to basis, repricing or maturity characteristics. Rates credited to clients’ accounts generally reset at shorter intervals than the yield on the underlying investments. Therefore, in an increasing rate environment, higher interest rates are reflected in crediting rates to clients sooner than in rates earned on invested assets resulting in a reduced spread between the two rates, reduced earned income and a negative impact on pretax income. We have $26.8 billion in reserves in future policy benefits and claims on our Consolidated Balance Sheet at December 31, 2007 to recognize liabilities created by these products. To hedge against the risk of higher interest rates, we have purchased swaption contracts which had the following notional amounts and fair value assets:

	December 31,
	2007				2006
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(in millions)
Purchased swaptions	$	800	$	1	$	1,200	$	2

If interest rates had increased by, hypothetically, 100 basis points at December 31, 2007 and remain at that level for 12 months we estimate the impact on pretax income for the 12 month period to be a negative $6 million.

Flexible Savings and Other Fixed Rate Certificates

We have interest rate risk from our flexible savings and other fixed rate certificates. These are investment certificates generally ranging in amounts from $1,000 to $1 million with terms ranging from three to 36 months. We guarantee an interest rate to the holders of these products. Payments collected from clients are primarily invested in fixed rate securities to fund the client credited rate with the spread between the rate earned from investments and the rate credited to clients recorded as earned income. Client liabilities and investment assets generally differ as it relates to basis, repricing or maturity characteristics. Rates credited to clients generally reset at shorter intervals than the yield on underlying investments. This exposure is not currently hedged although we monitor our investment strategy and make modifications based on our changing liabilities and the expected rate environment. We have $2.6 billion in reserves included in customer deposits at December 31, 2007 to cover the liabilities associated with these fixed rate certificate products. At December 31, 2007, we estimate the interest rate risk from this exposure on pretax income for the 12 month period following a hypothetical increase of 100 basis points in interest rates to be $1 million.

Equity Indexed Annuities

Our equity indexed annuity product is a single premium annuity issued with an initial term of seven years. The annuity guarantees the contractholder a minimum return of 3% on 90% of the initial premium or end of prior term accumulation value upon renewal plus a return that is linked to the performance of the S&P 500 Index. The equity-linked return is based on a participation rate initially set at between 50% and 90% of the S&P 500 Index which is guaranteed for the initial seven-year term when the contract is held to full term. Of the $27.4 billion in future policy benefits and claims at December 31, 2007, $306 million relates to the liabilities created by this product. In 2007, we discontinued new sales of equity indexed annuities. The notional amounts and fair value assets (liabilities) of derivatives hedging this product were as follows:

	December 31,
	2007						2006
	Notional Amount			Fair Value			Notional Amount			Fair Value
	(in millions)
Purchased options and futures	$	164		$	39		$	185		$	37
Purchased Knock-in-Puts	73			4			86			3
Written Knock-in-Puts	(57		)	(1		)	(67		)	(1		)
Written S&P 500 futures⁽¹⁾	(1		)	—			—			—

⁽¹⁾ These S&P 500 futures are cash settled daily and, therefore, have no fair value.

Interest Rate Risk—Equity Indexed Annuities

Most of the proceeds from the sale of equity indexed annuities are invested in fixed income securities with the return on those investments intended to fund the 3% guarantee. We earn income from the difference between the return earned on invested assets and the 3% guarantee rate credited to customer accounts. The spread between return earned and amount credited is affected by changes in interest rates. We estimate that if, hypothetically, interest rates had increased by 100 basis points at December 31, 2007 and remain at that level for 12 months our unhedged exposure would be a negative impact of $1 million on pretax income for the 12 month period offset by a positive impact of $1 million from our hedging strategy for an immaterial net exposure.

Equity Price Risk—Equity Indexed Annuities

The equity-linked return to investors creates equity price risk as the amount credited depends on changes in equity markets. To hedge this exposure, a portion of the proceeds from the sale of equity indexed annuities is used to purchase futures, calls and puts which generate returns to replicate what we must credit to client accounts. In conjunction with purchasing puts we also write puts. Pairing purchased puts with written puts allows us to better match the characteristics of the liability. For this product we estimate that if, hypothetically, the equity markets had declined by 10% at

December 31, 2007 and remain at that level for 12 months, the impact to pretax income for the 12 month period without hedging would be a positive $15 million. The impact of our hedging strategy offsets that gain for an immaterial net exposure.

Stock Market Certificates

Stock market certificates are purchased for amounts generally from $1,000 to $1 million for terms of 52 weeks which can be extended to a maximum of 14 terms. For each term the certificate holder can choose to participate 100% in any percentage increase in the S&P 500 Index up to a maximum return or choose partial participation in any increase in the S&P 500 Index plus a fixed rate of interest guaranteed in advance. If partial participation is selected, the total of equity-linked return and guaranteed rate of interest cannot exceed the maximum return. Reserves for our stock market certificates are included in customer deposits on our Consolidated Balance Sheets. Of the $6.2 billion in customer deposits at December 31, 2007, $1.1 billion pertain to stock market certificates. The notional amounts and fair value assets (liabilities) of derivatives hedging this product were as follows:

	December 31,
	2007						2006
	Notional Amount			Fair Value			Notional Amount			Fair Value
	(in millions)
Purchased calls	$	900		$	59		$	900		$	104
Written calls	(965		)	(27		)	(962		)	(56		)
Purchased S&P 500 futures⁽¹⁾	3			—			1			—

⁽¹⁾ These S&P 500 futures are cash settled daily and, therefore, have no fair value.

Interest Rate Risk—Stock Market Certificates

Stock market certificates have some interest rate risk as changes in interest rates affect the fair value of the payout to be made to the certificate holder. This exposure to interest rate changes is hedged by the derivatives listed above. We estimate that if, hypothetically, interest rates had increased by 100 basis points at December 31, 2007 and remain at that level for 12 months our unhedged exposure would be a negative impact of $1 million on pretax income for the 12 month period offset by a positive impact of the same amount from our hedging strategy for an immaterial net exposure.

Equity Price Risk—Stock Market Certificates

As with the equity indexed annuities, the equity-linked return to investors creates equity price risk exposure. We seek to minimize this exposure with purchased futures and call spreads that replicate what we must credit to client accounts. We estimate that if, hypothetically, equity markets had declined by 10% at December 31, 2007 and remain at that level for 12 months the impact to pretax income for the 12 month period without hedging would be a positive $22 million. The impact of our hedging strategy offsets that gain for an immaterial net exposure.

Foreign Currency Risk

We have foreign currency risk because of our net investment in Threadneedle Asset Management Holdings Limited (“Threadneedle”). We hedge this risk by entering into foreign currency forward contracts which are adjusted monthly. At December 31, 2007, we had forward currency contracts with a notional value of 442 million British pounds (“GBP”) hedging 458 million GBP of exposure. Additionally, we also enter into separate foreign currency forward contracts to economically hedge our foreign currency risk related to net income from Threadneedle’s operations. At December 31, 2007 we had forward currency contracts with a notional value of 4 million GBP. Our foreign currency risk is immaterial after hedging.

Interest Rate Risk on External Debt

Interest rate risk on our external debt is not material. The interest rate on the $1.5 billion of senior unsecured notes is fixed and the interest rate on the $500 million of junior subordinated notes is fixed until June 1, 2016. We have floating rate debt of $18 million related to our municipal bond inverse floater certificates which is not hedged but on which the interest rate risk to pretax income is not material.

Credit Risk

Our potential derivative credit exposure to each counterparty is aggregated with all of our other exposures to the counterparty to determine compliance with established credit and market risk limits at the time we enter into a derivative transaction. Credit exposures may take into account enforceable netting arrangements. Before executing a new type or structure of derivative contract, we determine the variability of the contract’s potential market and credit exposures and whether such variability might reasonably be expected to create exposure to a counterparty in excess of established limits.

Forward-Looking Statements

This report contains forward-looking statements that reflect our plans, estimates and beliefs. Actual results could differ materially from those described in these forward-looking statements. We have made various forward-looking statements in this report. Examples of such forward-looking statements include:

· statements of our plans, intentions, expectations, objectives or goals, including those relating to asset flows, mass affluent and affluent client acquisition strategy and consolidated tax rate;

· statements about future economic performance, the performance of equity markets and interest rate variations and the economic performance of the United States and of global markets; and

· statements of assumptions underlying such statements.

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 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.

Such factors include, but are not limited to:

· changes in the valuations, liquidity and volatility in the interest rate, equity market, and foreign exchange environments;

· changes in the litigation and regulatory environment, including ongoing legal proceedings and regulatory actions, the frequency and extent of legal claims threatened or initiated by clients, other persons and regulators, and developments in regulation and legislation;

· our investment management performance and consumer acceptance of our products;

· effects of competition in the financial services industry and changes in product distribution mix and distribution channels;

· our capital structure including ratings and indebtedness, and limitations on subsidiaries to pay dividends;

· risks of default by issuers or guarantors of investments we own or by counterparties to hedge, derivative, insurance or reinsurance arrangements;

· experience deviations from our assumptions regarding morbidity, mortality and persistency in certain annuity and insurance products, or from assumptions regarding market volatility underlying our hedges on guaranteed benefit annuity riders;

· the impacts of our efforts to improve distribution economics and to grow third-party distribution of our products;

· our ability to realize benefits from tax planning; and

· general economic and political factors, including consumer confidence in the economy as well as the ability and inclination of consumers generally to invest, the costs of products and services we consume in the conduct of our business, and applicable legislation and regulation, including tax laws, tax treaties, fiscal and central government treasury policy, and regulatory rulings and pronouncements.

We caution you that the foregoing list of factors is not exhaustive. There may also be other risks that we are unable to predict at this time that may cause actual results to differ materially from those in 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. We undertake no obligation to update publicly or revise any forward-looking statements.

Management’s Report on Internal Control Over Financial Reporting

The management of Ameriprise Financial, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America, and includes those policies and procedures that:

· Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework.

Based on management’s assessment and those criteria, we believe that, as of December 31, 2007, the Company’s internal control over financial reporting is effective.

Ernst & Young LLP, the Company’s independent registered public accounting firm, has issued an audit report appearing on the following page on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007.

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

The Board of Directors and Shareholders of Ameriprise Financial, Inc.

We have audited Ameriprise Financial, Inc.’s (the Company’s) internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Ameriprise Financial, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2007 consolidated financial statements of Ameriprise Financial, Inc., and our report dated February 26, 2008, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

February 26, 2008

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Ameriprise Financial, Inc.

We have audited the accompanying consolidated balance sheets of Ameriprise Financial, Inc. (the Company) as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ameriprise Financial, Inc. at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ameriprise Financial, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2008 expressed an unqualified opinion thereon.

As discussed in Note 3 to the consolidated financial statements, in 2007 the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, and American Institute of Certified Public Accountants Statement of Position 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modification or Exchanges of Insurance Contracts.

	/s/ Ernst & Young LLP

Minneapolis, Minnesota
February 26, 2008

Consolidated Statements of Income

Ameriprise Financial, Inc.

	Years Ended December 31,
	2007		2006		2005
	(in millions, except per share amounts)
Revenues
Management and financial advice fees	$	3,238	$	2,700	$	2,334
Distribution fees	1,762		1,569		1,401
Net investment income	2,122		2,247		2,272
Premiums	1,063		1,070		1,129
Other revenues	724		707		500
Total revenues	8,909		8,293		7,636
Banking and deposit interest expense	255		273		240
Total net revenues	8,654		8,020		7,396

Expenses
Distribution expenses	2,057		1,728		1,465
Interest credited to fixed accounts	850		968		1,019
Benefits, claims, losses and settlement expenses	1,274		1,113		1,083
Amortization of deferred acquisition costs	551		472		431
Interest and debt expense	112		101		67
Separation costs	236		361		293
General and administrative expense	2,558		2,480		2,293
Total expenses	7,638		7,223		6,651
Pretax income from continuing operations	1,016		797		745
Income tax provision	202		166		187
Income from continuing operations	814		631		558
Income from discontinued operations, net of tax	—		—		16
Net income	$	814	$	631	$	574

Earnings per Basic Common Share
Income from continuing operations	$	3.45	$	2.56	$	2.26
Income from discontinued operations, net of tax	—		—		0.06
Net income	$	3.45	$	2.56	$	2.32

Earnings per Diluted Common Share
Income from continuing operations	$	3.39	$	2.54	$	2.26
Income from discontinued operations, net of tax	—		—		0.06
Net income	$	3.39	$	2.54	$	2.32
Weighted average common shares outstanding:
Basic	236.2		246.5		247.1
Diluted	239.9		248.5		247.2
Cash dividends paid per common share	$	0.56	$	0.44	$	0.11

See Notes to Consolidated Financial Statements.

Consolidated Balance Sheets

Ameriprise Financial, Inc.

	December 31,
	2007			2006
	(in millions, except share data)
Assets
Cash and cash equivalents	$	3,836		$	2,760
Investments	30,625			35,504
Separate account assets	61,974			53,848
Receivables	3,441			3,161
Deferred acquisition costs	4,503			4,499
Restricted and segregated cash	1,332			1,254
Other assets	3,519			3,455
Total assets	$	109,230		$	104,481

Liabilities and Shareholders’ Equity

Liabilities:
Future policy benefits and claims	$	27,446		$	30,031
Separate account liabilities	61,974			53,848
Customer deposits	6,201			6,707
Debt	2,018			2,244
Accounts payable and accrued expenses	1,187			1,209
Other liabilities	2,594			2,517
Total liabilities	101,420			96,556

Shareholders’ Equity:
Common shares ($.01 par value; shares authorized,1,250,000,000; shares issued, 255,925,436 and 252,909,389, respectively)	3			3
Additional paid-in capital	4,630			4,353
Retained earnings	4,811			4,268
Treasury shares, at cost (28,177,593 and 11,517,958 shares, respectively)	(1,467		)	(490		)
Accumulated other comprehensive loss, net of tax:
Net unrealized securities losses	(168		)	(187		)
Net unrealized derivatives losses	(6		)	(1		)
Foreign currency translation adjustments	(19		)	(18		)
Defined benefit plans	26			(3		)
Total accumulated other comprehensive loss	(167		)	(209		)
Total shareholders’ equity	7,810			7,925
Total liabilities and shareholders’ equity	$	109,230		$	104,481

See Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows

Ameriprise Financial, Inc.

	Years Ended December 31,
	2007			2006			2005
				(in millions)
Cash Flows from Operating Activities
Net income	$	814		$	631		$	574
Less: Income from discontinued operations, net of tax	—			—			(16		)
Income from continuing operations	814			631			558
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Capitalization of deferred acquisition and sales inducement costs	(895		)	(870		)	(787		)
Amortization of deferred acquisition and sales inducement costs	604			520			471
Depreciation and amortization	176			148			169
Deferred income taxes	25			24			34
Share-based compensation	143			113			55
Net realized investment gains	(49		)	(52		)	(74		)
Other-than-temporary impairments and provision for loan losses	(17		)	2			22
Premium and discount amortization on Available-for-Sale and other securities	109			124			156
Changes in operating assets and liabilities:
Segregated cash	63			(54		)	(73		)
Trading securities and equity method investments in hedge funds, net	19			150			179
Future policy benefits and claims, net	246			96			68
Receivables	(183		)	(246		)	(83		)
Brokerage deposits	(76		)	(14		)	(9		)
Accounts payable and accrued expenses	(12		)	112			21
Other, net	(122		)	133			149
Net cash provided by operating activities	845			817			856

Cash Flows from Investing Activities
Available-for-Sale securities:
Proceeds from sales	3,652			2,454			4,336
Maturities, sinking fund payments and calls	2,887			3,434			4,060
Purchases	(1,704		)	(2,782		)	(8,685		)
Open securities transactions payable and receivable, net	84			15			(26		)
Proceeds from sales and maturities of commercial mortgage loans	492			512			590
Funding of commercial mortgage loans	(510		)	(422		)	(486		)
Proceeds from sale of AMEX Assurance	115			—			—
Proceeds from sales of other investments	123			149			206
Purchase of other investments	(157		)	(135		)	(168		)
Purchase of land, buildings, equipment and software	(306		)	(187		)	(141		)
Proceeds from sale of land, buildings, equipment and other	35			66			—
Proceeds from transfer of AMEX Assurance deferred acquisition costs	—			—			117
Deconsolidation of AMEX Assurance	—			—			(29		)
Change in policy loans, net	(47		)	(36		)	(17		)
Change in restricted cash	(153		)	(17		)	543
Acquisition of bank deposits and loans, net	—			437			—
Cash transferred to American Express related to AEIDC	—			—			(572		)
Other, net	(16		)	(4		)	(1		)
Net cash provided by (used in) investing activities	4,495			3,484			(273		)

See Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows (continued)

Ameriprise Financial, Inc.

	Years Ended December 31,
	2007			2006			2005
				(in millions)
Cash Flows from Financing Activities
Investment certificates and banking time deposits:
Proceeds from additions	$	831		$	1,947		$	3,244
Maturities, withdrawals and cash surrenders	(1,777		)	(2,897		)	(3,412		)
Change in other banking deposits	519			(95		)	—
Policyholder and contractholder account values:
Consideration received	1,093			1,267			1,532
Net transfers to separate accounts	(50		)	(307		)	(13		)
Surrenders and other benefits	(3,838		)	(3,688		)	(2,126		)
Proceeds from issuances of debt, net of issuance costs	—			516			2,843
Principal repayments of debt	(54		)	(284		)	(1,391		)
Payable to American Express, net	—			—			(1,578		)
Capital transactions with American Express, net	—			—			1,256
Dividends paid to American Express	—			—			(53		)
Dividends paid to shareholders	(133		)	(108		)	(27		)
Repurchase of common shares	(977		)	(490		)	—
Exercise of stock options	37			20			—
Excess tax benefits from share-based compensation	37			52			—
Dividends received from discontinued operations	—			—			48
Other, net	43			2			—
Net cash provided by (used in) financing activities	(4,269		)	(4,065		)	323

Cash Flows from Discontinued Operations
Net cash provided by operating activities	—			—			46
Net cash used in investing activities	—			—			(10		)
Net cash provided by financing activities	—			—			482
Net cash provided by discontinued operations	—			—			518
Effect of exchange rate changes on cash	5			41			(32		)
Net increase in cash and cash equivalents	1,076			277			1,392
Cash and cash equivalents at beginning of year	2,760			2,483			1,091
Cash and cash equivalents at end of year	$	3,836		$	2,760		$	2,483
Cash and cash equivalents of discontinued operations included above:
At beginning of year	$	—		$	—		$	54
At end of year	—			—			—
Supplemental Disclosures:
Interest paid on debt	$	140		$	131		$	99
Income taxes paid, net	55			219			146
Non-cash dividend of AEIDC to American Express	—			—			164

See Notes to Consolidated Financial Statements.

Consolidated Statements of Shareholders’ Equity

Ameriprise Financial, Inc.

														Accumulated
	Number of				Additional									Other
	Outstanding		Common		Paid-In			Retained			Treasury			Comprehensive
	Shares		Shares		Capital			Earnings			Shares			Income (Loss)			Total
			(in millions, except share data)
Balances at January 1, 2005	100		$	—	$	2,907		$	3,415		$	—		$	380		$	6,702
Comprehensive income:
Net income	—		—		—			574			—			—			574
Change in net unrealized securities losses	—		—		—			—			—			(554		)	(554		)
Change in net unrealized derivatives gains	—		—		—			—			—			34			34
Minimum pension liability adjustment	—		—		—			—			—			(2		)	(2		)
Foreign currency translation adjustment	—		—		—			—			—			(9		)	(9		)
Total comprehensive income	—		—		—			—			—			—			43
Dividends paid to shareholders	—		—		—			(27		)	—			—			(27		)
Cash dividends paid to American Express	—		—		—			(53		)	—			—			(53		)
Non-cash dividends paid to American Express	—		—		—			(164		)	—			—			(164		)
Transfer of pension obligations and assets from American Express Retirement Plan	—		—		(18		)	—			—			—			(18		)
Treasury shares	(122,652	)	—		—			—			—			—			—
Share-based compensation plans	3,834,058		—		(52		)	—			—			—			(52		)
Stock split of common shares issued and outstanding	246,164,048		2		(2		)	—			—			—			—
Capital transactions with American Express, net	—		—		1,256			—			—			—			1,256
Balances at December 31, 2005	249,875,554		2		4,091			3,745			—			(151		)	7,687

Comprehensive income:
Net income	—		—		—			631			—			—			631
Change in net unrealized securities losses	—		—		—			—			—			(58		)	(58		)
Change in net unrealized derivatives losses	—		—		—			—			—			(7		)	(7		)
Adjustment to initially apply FASB Statement No. 158, net of tax	—		—		—			—			—			(3		)	(3		)
Minimum pension liability adjustment	—		—		—			—			—			3			3
Foreign currency translation adjustment	—		—		—			—			—			7			7
Total comprehensive income	—		—		—			—			—			—			573
Dividends paid to shareholders	—		—		—			(108		)	—			—			(108		)
Transfer of pension obligations and assets from American Express Retirement Plan	—		—		(5		)	—			—			—			(5		)
Treasury shares	(11,395,306	)	—		—			—			(490		)	—			(490		)
Share-based compensation plans	2,911,183		1		267			—			—			—			268
Balances at December 31, 2006	241,391,431		3		4,353			4,268			(490		)	(209		)	7,925

Change in accounting principles	—		—		—			(138		)	—			—			(138		)
Comprehensive income:
Net income	—		—		—			814			—			—			814
Change in net unrealized securities losses	—		—		—			—			—			19			19
Change in net unrealized derivatives losses	—		—		—			—			—			(5		)	(5		)
Change in defined benefit plans	—		—		—			—			—			29			29
Foreign currency translation adjustment	—		—		—			—			—			(1		)	(1		)
Total comprehensive income	—		—		—			—			—			—			856
Dividends paid to shareholders	—		—		—			(133		)	—			—			(133		)
Treasury shares	(16,659,635	)	—		—			—			(977		)	—			(977		)
Share-based compensation plans	3,016,047		—		223			—			—			—			223
Other, net	—		—		54			—			—			—			54
Balances at December 31, 2007	227,747,843		$	3	$	4,630		$	4,811		$	(1,467	)	$	(167	)	$	7,810

See Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

1. Basis of Presentation

The accompanying Consolidated Financial Statements include the accounts of Ameriprise Financial, Inc. (“Ameriprise Financial”), companies in which it directly or indirectly has a controlling financial interest, variable interest entities (“VIEs”) in which it is the primary beneficiary and certain limited partnerships for which it is the general partner (collectively, the “Company”). Ameriprise Financial is a holding company, which primarily conducts business through its subsidiaries to provide financial planning, products and services that are designed to be utilized as solutions for our clients’ cash and liquidity, asset accumulation, income, protection and estate and wealth transfer needs. The Company’s foreign operations in the United Kingdom are conducted through its subsidiary, Threadneedle Asset Management Holdings Limited (“Threadneedle”).

Reclassifications

The accompanying Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Changes to the Company’s reportable operating segments have been made as further discussed in Note 26. Additionally, certain reclassifications of prior year amounts have been made to conform to the current presentation, including new income statement captions which are described in Note 2. These reclassifications were made to enhance transparency and to better align the financial statement captions with the key drivers of the business. The Company did not change its revenue and expense recognition policies and the reclassifications did not result in any changes to consolidated net income or shareholders’ equity. The following is a summary of the reclassifications made:

Income Statement Reclassifications

· The Company reclassified the portion of 12b-1 fees identified as service fees on proprietary funds and marketing support type payments received from non-proprietary fund families for variable annuity and variable universal life products from management and financial advice fees to distribution fees to better align with industry standards. This reclassification impacted the Asset Management, Annuities and Protection segments.

· The Company reclassified variable interest entity and banking interest expense from net investment income to banking and deposit interest expense, a new caption on our Consolidated Statement of Income, to align with the presentation used by the banking industry. This reclassification primarily impacted the Advice & Wealth Management and Asset Management segments.

· The Company reclassified premiums related to immediate annuities with life contingencies from interest credited to fixed accounts to premiums. The reclassification impacted the Annuities segment.

· The Company reclassified reinsurance premiums paid for universal life and variable universal life products from benefits, claims, losses and settlement expenses to other revenues, where cost of insurance fees are reported. This reclassification impacted the Protection segment.

· In addition to the variable interest entity and banking deposit interest expense that the Company reclassified from net investment income, the Company reclassified interest credited to certificate deposit products from interest credited to fixed accounts and interest expense primarily related to the limited partnerships and interest expense related to stock loans from interest and debt expense to banking and deposit interest expense. These reclassifications impacted the Advice & Wealth Management and Asset Management segments.

· The Company reclassified non-field compensation to general and administrative expense, which impacts all segments. The Company reclassified wholesaling costs, net of capitalization from general and administrative expense to distribution expenses. The Company also reclassified capitalization related to distribution expenses from general and administrative expense to distribution expenses. These reclassifications impacted the Annuities and Protection segments.

· The Company reclassified benefit expenses related to immediate annuities with life contingencies from interest credited to fixed accounts to benefits, claims, losses and settlement expenses. This reclassification impacted the Annuities segment.

The following tables show the impact of the new captions and the reclassifications made to the Company’s previously reported Consolidated Statements of Income.

	Year Ended December 31, 2006				Year Ended December 31, 2005
	Previously				Previously
	Reported		Reclassified		Reported		Reclassified
	(in millions)				(in millions)
Revenues
Management and financial advice fees	$	2,965	$	2,700	$	2,578	$	2,334
Distribution fees	1,300		1,569		1,150		1,401
Net investment income	2,204		2,247		2,241		2,272
Premiums	932		1,070		979		1,129
Other revenues	739		707		536		500
Total revenues	8,140		8,293		7,484		7,636
Banking and deposit interest expense	—		273		—		240
Total net revenues	8,140		8,020		7,484		7,396
Expenses
Compensation and benefits	3,113		—		2,650		—
Distribution expenses	—		1,728		—		1,465
Interest credited to fixed accounts	1,264		968		1,310		1,019
Benefits, claims, losses and settlement expenses	930		1,113		880		1,083
Amortization of deferred acquisition costs	472		472		431		431
Interest and debt expense	116		101		73		67
Separation costs	361		361		293		293
Other expenses	1,087		—		1,102		—
General and administrative expense	—		2,480		—		2,293
Total expenses	7,343		7,223		6,739		6,651
Pretax income from continuing operations	797		797		745		745
Income tax provision	166		166		187		187
Income from continuing operations	631		631		558		558
Income from discontinued operations, net of tax	—		—		16		16
Net income	$	631	$	631	$	574	$	574

Balance Sheet Reclassifications

The Company reclassified Threadneedle’s short-term investments in money market funds from investments to cash and cash equivalents and to restricted and segregated cash. The Company also reclassified securities loaned from receivables to other liabilities. The Company reclassified a debit balance in other liabilities related to federal income taxes to other assets and reclassified various liabilities from accounts payable and accrued expenses to other liabilities based on the nature of the liability and the timing of its settlement.

The following table shows the impact of the reclassifications made to the Company’s previously reported Consolidated Balance Sheet.

	December 31, 2006
	Previously
	Reported		Reclassified
	(in millions)
Assets
Cash and cash equivalents	$	2,717	$	2,760
Investments	35,553		35,504
Separate account assets	53,848		53,848
Receivables	2,960		3,161
Deferred acquisition costs	4,499		4,499
Restricted and segregated cash	1,236		1,254
Other assets	3,359		3,455
Total assets	$	104,172	$	104,481
Liabilities and Shareholders’ Equity
Liabilities:
Future policy benefits and claims	$	30,033	$	30,031
Separate account liabilities	53,848		53,848
Customer deposits	6,707		6,707
Debt	2,225		2,244
Accounts payable and accrued expenses	1,788		1,209
Other liabilities	1,646		2,517
Total liabilities	96,247		96,556
Shareholders’ Equity:
Total shareholders’ equity	7,925		7,925
Total liabilities and shareholders’ equity	$	104,172	$	104,481

Statement of Cash Flows Reclassifications

The Company has reclassified certain prior year balances in the Consolidated Statements of Cash Flows.

· The Company previously classified transfers to and from the fixed account option within our variable annuity product as an operating activity in its Consolidated Statements of Cash Flows. The Company has reclassified these transfers as a financing activity in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 97, “Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments”.

· The Company previously classified certain customer transfers to and from cash investment products as a financing activity. The Company has reclassified the change in brokerage accounts as an operating activity in accordance with the AICPA Audit and Accounting Guide: Brokers and Dealers in Securities.

· The Company previously classified the net change in annuity policy loans as an operating activity and the net change in universal life policy loans as a financing activity. The Company has reclassified the net change in policy loans as an investing activity in accordance with the AICPA Audit and Accounting Guide: Life and Health Insurance Entities.

The Company has also made certain other reclassifications to the Consolidated Statements of Cash Flows to conform with the reclassifications made to the Consolidated Balance Sheets. The effect of these reclassifications on prior year net cash flows related to operating, investing and financing activities is summarized below. The effect of these reclassifications on prior quarters’ net cash flows relating to operating, investing and financing activities is summarized in Note 27.

	Years Ended December 31,
	2006			2005
	(in millions)
Net cash provided by operating activities, previous presentation	$	619		$	975
Reclassification for annuity transfers	184			(68		)
Reclassification for brokerage accounts	(28		)	(39		)
Reclassification for policy loans	4			3
Reclassification of certain trading securities to cash	34			(4		)
Reclassification for investment certificates accrued interest	11			(11		)
Other reclassifications	(7		)	—
Net cash provided by operating activities, as reported	$	817		$	856

Net cash provided by (used in) investing activities, previous presentation	$	3,523		$	(255	)
Reclassification for policy loans	(36		)	(17		)
Other reclassifications	(3		)	(1		)
Net cash provided by (used in) investing activities, as reported	$	3,484		$	(273	)

Net cash provided by (used in) financing activities, previous presentation	$	(3,937	)	$	177
Reclassification for annuity transfers	(184		)	68
Reclassification for brokerage accounts	28			39
Reclassification for policy loans	32			14
Reclassification for investment certificates accrued interest	(11		)	11
Other reclassifications	7			14
Net cash provided by (used in) financing activities, as reported	$	(4,065	)	$	323

Effect of exchange rate changes on cash, previous presentation	$	38		$	(19	)
Other reclassifications	3			(13		)
Effect of exchange rate changes on cash, as reported	$	41		$	(32	)

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Company consolidates all entities in which it holds a greater than 50% voting interest, or when certain conditions are met for VIEs and limited partnerships, except for immaterial seed money investments in mutual and hedge funds, which are accounted for as trading securities. Entities in which the Company holds a greater than 20% but less than 50% voting interest are accounted for under the equity method. Additionally, other investments in hedge funds in which the Company holds an interest that is less than 50% are accounted for under the equity method. All other investments are accounted for under the cost method where the Company owns less than a 20% voting interest and does not exercise significant influence, or as Available-for-Sale or trading securities, as applicable.

The Company also consolidates all VIEs for which it is considered to be the primary beneficiary. The determination as to whether an entity is a VIE is based on the amount and characteristics of the entity’s equity. The determination as to whether the Company is considered to be the primary beneficiary is based on whether the Company will absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual return, or both.

Beginning January 1, 2006, the Company consolidates certain limited partnerships that are not VIEs, for which the Company is the general partner and is determined to control the limited partnership. As a general partner, the Company is presumed to control the limited partnership unless the limited partners have the ability to dissolve the partnership or have substantive participating rights.

All material intercompany transactions and balances between or among Ameriprise Financial and its subsidiaries and affiliates have been eliminated in consolidation.

Segment Reporting

On December 3, 2007, the Company announced a change in its reportable segments. The revised presentation of previously reported segment data has been applied retroactively to all periods presented in these financial statements. During the fourth quarter of 2007, the Company completed the implementation of an enhanced transfer pricing methodology and expanded its segment presentation from three to five segments to better align with the way the Chief Operating Decision Maker views the business. This facilitates greater transparency of the relationships between the businesses and better comparison to other industry participants in the retail advisor distribution, asset management, insurance and annuity industries. A narrative description of our enhanced transfer pricing methodology is presented in Note 26.

The Company’s five segments are Advice & Wealth Management, Asset Management, Annuities, Protection and Corporate & Other. Prior to this change, the Company reported results for three segments: Asset Accumulation and Income, Protection and Corporate & Other. The change from three segments to five was primarily the division of the former Asset Accumulation and Income segment into the Advice & Wealth Management, Asset Management and Annuities segments. The accounting policies of the segments are the same as those of the Company, except for the method of capital allocation and the accounting for gains (losses) from intercompany revenues and expenses, which are eliminated in consolidation.

Foreign Currency Translation

Net assets of foreign subsidiaries, whose functional currency is other than the U.S. dollar, are translated into U.S. dollars based upon exchange rates prevailing at the end of each year. The resulting translation adjustment, along with any related hedge and tax effects, are included in accumulated other comprehensive income (loss). Revenues and expenses are translated at average exchange rates during the year.

Amounts Based on Estimates and Assumptions

Accounting estimates are an integral part of the Consolidated Financial Statements. In part, they are based upon assumptions concerning future events. Among the more significant are those that relate to investment securities valuation and recognition of other-than-temporary impairments, valuation of deferred acquisition costs (“DAC”) and the corresponding recognition of DAC amortization, derivative financial instruments and hedging activities, litigation and claims reserves and income taxes and the recognition of deferred tax assets and liabilities. These accounting estimates reflect the best judgment of management and actual results could differ.

Revenues

The Company generates revenue from a wide range of investment and insurance products. Principal sources of revenue include management and financial advice fees, distribution fees, net investment income and premiums.

Management and Financial Advice Fees

Management and financial advice fees relate primarily to fees earned from managing mutual funds, separate account and wrap account assets, institutional investments including structured investments, as well as fees earned from providing financial advice and administrative services (including transfer agent, administration and custodial fees earned from providing services to retail mutual funds). Management and financial advice fees also include mortality and expense risk fees earned on separate account assets. Prior to the sale of the Company’s defined recordkeeping business in the second quarter of 2006, management and financial advice fees included 401(k) administration fees. The Company’s management and risk fees are generally computed as a contractual rate applied to the underlying asset values and are generally accrued daily and collected monthly. Many of the Company’s mutual funds have a performance incentive adjustment (“PIA”). The PIA increases or decreases the level of management fees received based on the specific fund’s relative performance as measured against a designated external index. The Company recognizes PIA fee revenue on a 12 month rolling performance basis. Employee benefit plan and institutional investment management and administration services fees are negotiated and are also generally based on underlying asset values. The Company may receive performance-based incentive fees from structured investments and hedge funds that it manages, which are recognized as revenue at the end of the performance period. Fees from financial planning and advice services are recognized when the financial plan is delivered.

Distribution Fees

Distribution fees primarily include point-of-sale fees (such as mutual fund front-end sales loads) and asset-based fees (such as 12b-1 distribution and shareholder service fees) that are generally based on a contractual percentage of assets and recognized when earned. Distribution fees also include amounts received under marketing support arrangements for sales of mutual funds and other companies’ products, such as through the Company’s wrap accounts, as well as surrender charges on fixed and variable universal life insurance and annuities.

Net Investment Income

Net investment income primarily includes interest income on fixed maturity securities classified as Available-for-Sale, commercial mortgage loans, policy loans, consumer loans, other investments and cash and cash equivalents; the mark-to-market adjustment on trading securities, including seed money, and certain derivatives, including derivatives hedging variable annuity living benefits; the pro rata share of net income or loss on equity method investments in hedge funds; and realized gains and losses on the sale of securities and charges for securities determined to be other-than-temporarily impaired. Interest income is accrued as earned using the effective interest method, which makes an adjustment of the yield for security premiums and discounts on all performing fixed maturity securities classified as Available-for-Sale, excluding structured securities, and commercial mortgage loans so that the related security or loan recognizes a constant rate of return on the outstanding balance throughout its term. For beneficial interests in structured securities, the excess cash flows attributable to a beneficial interest over the initial investment are recognized as interest income over the life of the beneficial interest using the effective yield method. Realized gains and losses on securities, other than trading securities and equity method investments in hedge funds, are recognized using the specific identification method on a trade date basis and charges are recorded when securities are determined to be other-than-temporarily impaired.

Premiums

Premiums include premiums, net of reinsurance on property-casualty insurance, traditional life and health (disability income and long term care) insurance and immediate annuities with a life contingent feature. Premiums on auto and home insurance are net of reinsurance premiums and are recognized ratably over the coverage period. Premiums on traditional life and health insurance are net of reinsurance ceded and are recognized as revenue when due.

Other Revenues

Other revenues include certain charges assessed on fixed and variable universal life insurance and annuities, which consist of cost of insurance charges, net of reinsurance premiums for universal life insurance products, variable annuity guaranteed benefit rider charges and administration charges against contractholder accounts or balances. Premiums paid by fixed and variable universal life and annuity contractholders are considered deposits and are not included in revenue. Cost of insurance and administrative charges on universal and variable universal life insurance, net of reinsurance premiums, were $519 million, $477 million and $421 million for the years ended December 31, 2007, 2006 and 2005, respectively. Other revenues also include revenues related to certain limited partnerships that were consolidated beginning in 2006.

Banking and Deposit Interest Expense

Banking and deposit interest expense primarily includes interest expense related to banking deposits and investment certificates. Additionally, banking and deposit interest expense includes interest on non-recourse debt of a structured entity while it was consolidated, as well as interest expense related to debt of certain limited partnerships that were consolidated beginning in 2006.

Expenses

Distribution Expenses

Distribution expenses primarily include compensation paid to the Company’s financial advisors, registered representatives, third-party distributors and wholesalers, net of amounts capitalized and amortized as part of DAC. The amounts capitalized and amortized are based on actual distribution costs. The majority of these costs, such as advisor and wholesaler compensation, vary directly with the level of sales. Distribution expenses also include marketing support and other distribution and administration related payments made to affiliated and unaffiliated distributors of products provided by the Company’s affiliates. The majority of these expenses vary with the level of sales, or assets held, by these distributors or are fixed costs. Distribution expenses also include wholesaling costs.

Interest Credited to Fixed Accounts

Interest credited to fixed accounts represents amounts earned by contractholders and policyholders on fixed account values associated with fixed and variable universal life and annuity contracts.

Benefits, Claims, Losses and Settlement Expenses

Benefits, claims, losses and settlement expenses consist of amounts paid and changes in liabilities held for anticipated future benefit payments under insurance policies and annuity contracts, including benefits paid under optional variable annuity guaranteed benefit riders, along with costs to process and pay such amounts. Amounts are net of benefit payments recovered or expected to be recovered under reinsurance contracts. Benefits, claims, losses and settlement expenses also include amortization of deferred sales inducement costs (“DSIC”).

Amortization of Deferred Acquisition Costs

Direct sales commissions and other costs deferred as DAC, which are associated with the sale of annuity, insurance and certain mutual fund products, are amortized over time. For annuity and universal life contracts, DAC are amortized based on projections of estimated gross profits over amortization periods equal to the approximate life of the business. For other insurance products, DAC are generally amortized as a percentage of premiums over amortization periods equal to the premium-paying period. For certain mutual fund products, DAC are generally amortized over fixed periods on a straight-line basis adjusted for redemptions.

applied retrospectively; an increase in amortization percentage will result in a decrease in the DAC balance and an increase in DAC amortization expense, while a decrease in amortization percentage will result in an increase in the DAC balance and a decrease in DAC amortization expense. The impact on results of operations of changing assumptions can be either positive or negative in any particular period and is reflected in the period in which such changes are made.

For other life and health insurance products, the assumptions made in calculating the DAC balance and DAC amortization expense are consistent with those used in determining the liabilities and, therefore, are intended to provide for adverse deviations in experience and are revised only if management concludes experience will be so adverse that DAC is not recoverable or if premium rates charged for the contract are changed. If management concludes that DAC is not recoverable, DAC is reduced to the amount that is recoverable based on best estimate assumptions and there is a corresponding expense recorded in consolidated results of operations.

For annuity, life and health insurance products, key assumptions underlying those long term projections include interest rates (both earning rates on invested assets and rates credited to policyholder accounts), equity market performance, mortality and morbidity rates and the rates at which policyholders are expected to surrender their contracts, make withdrawals from their contracts and make additional deposits to their contracts. Assumptions about interest rates are the primary factor used to project interest margins, while assumptions about rates credited to policyholder accounts and equity market performance are the primary factors used to project client asset value growth rates, and assumptions about surrenders, withdrawals and deposits comprise projected persistency rates. Management must also make assumptions to project maintenance expenses associated with servicing the Company’s annuity and insurance businesses during the DAC amortization period.

The client asset value growth rate is the rate at which variable annuity and variable universal life insurance contract values are assumed to appreciate in the future. The rate is net of asset fees and anticipates a blend of equity and fixed income investments. Management reviews and, where appropriate, adjusts its assumptions with respect to client asset value growth rates on a regular basis. The Company uses a mean reversion method as a guideline in setting near-term client asset value growth rates based on a long term view of financial market performance as well as actual historical performance. In periods when market performance results in actual contract value growth at a rate that is different than that assumed, management reassesses the near-term rate in order to continue to project management’s best estimate of long term growth. The near-term growth rate is reviewed to ensure consistency with management’s assessment of anticipated equity market performance. DAC amortization expense recorded in a period when client asset value growth rates exceed management’s near-term estimate will typically be less than in a period when growth rates fall short of management’s near-term estimate.

The analysis of DAC balances and the corresponding amortization is a dynamic process that considers all relevant factors and assumptions described previously. Unless the Company’s management identifies a significant deviation over the course of the quarterly monitoring, management reviews and updates these DAC amortization assumptions annually in the third quarter of each year.

Interest and Debt Expense

Interest and debt expense primarily includes interest on corporate debt, the impact of interest rate hedging activities and amortization of debt issuance costs.

Separation Costs

Separation costs include expenses related to the Company’s separation from American Express. These costs were primarily associated with establishing the Ameriprise Financial brand, separating and reestablishing the Company’s technology platforms and advisor and employee retention programs. The Company’s separation from American Express is complete.

General and Administrative Expense

General and administrative expense includes compensation, share-based awards and other benefits for employees (other than employees directly related to distribution, including financial advisors), professional and consultant fees, information technology, facilities and equipment, advertising and promotion, legal and regulatory, minority interest and corporate related expenses. Minority interest is related to certain limited partnerships that were consolidated beginning in 2006, which primarily consist of the portion of net income (loss) of these partnerships not owned by the Company.

Advertising costs are charged to expense in the year in which the advertisement first takes place, except for certain direct-response advertising costs primarily associated with the solicitation of auto and home insurance products. Direct-response advertising expenses directly attributable to the sale of auto and home insurance products are capitalized and generally amortized over the life of the policy.

The Company measures and recognizes the cost of share-based awards granted to employees and directors based on the grant-date fair value of the award. The fair value of each option is estimated on the grant date using a Black-Scholes option-pricing model and is charged to expense on a straight-line basis over the vesting period. The Company recognizes the cost of share-based awards granted to independent contractors on a fair value basis until the award is fully vested.

Income Taxes

The Company’s provision for income taxes represents the net amount of income taxes that the Company expects to pay or to receive from various taxing jurisdictions in connection with its operations. The Company provides for income taxes based on amounts that the Company believes it will ultimately owe taking into account the recognition and measurement for uncertain tax positions. Inherent in the provision for income taxes are estimates and judgments regarding the tax treatment of certain items.

Balance Sheet

Cash and Cash Equivalents

Cash equivalents include time deposits and other highly liquid investments with original maturities of 90 days or less.

Investments

Investments consist of the following:

Available-for-Sale Securities

Available-for-Sale securities are carried at fair value with unrealized gains (losses) recorded in accumulated other comprehensive income (loss), net of income tax provision (benefit) and net of adjustments in other asset and liability balances, such as DAC, to reflect the expected impact on their carrying values had the unrealized gains (losses) been realized as of the respective balance sheet date. Gains and losses are recognized in consolidated results of operations upon disposition of the securities. In addition, losses are also recognized when management determines that a decline in value is other-than-temporary, which requires judgment regarding the amount and timing of recovery. Indicators of other-than-temporary impairment for debt securities include issuer downgrade, default or bankruptcy. The Company also considers the extent to which cost exceeds fair value, the duration of that difference and management’s judgment about the issuer’s current and prospective financial condition, as well as the Company’s ability and intent to hold until recovery. Fair value is generally obtained from third party pricing sources. However, the Company’s Available-for-Sale securities portfolio also contains structured investments of various asset quality, including collateralized debt obligations (“CDOs”) (backed by high-yield bonds and bank loans), which are not readily marketable. As a result, the carrying values of these structured investments are based on future cash flow projections that require a significant degree of management judgment as to the amount and timing of cash payments, defaults and recovery rates of the underlying investments and, as such, are subject to change.

Commercial Mortgage Loans, Net

Commercial mortgage loans, net reflect principal amounts outstanding less the allowance for loan losses. The allowance for loan losses is measured as the excess of the loan’s recorded investment over the present value of its expected principal and interest payments discounted at the loan’s effective interest rate, or the fair value of collateral. Additionally, the level of the allowance for loan losses considers other factors, including historical experience, economic conditions and geographic concentrations. Management regularly evaluates the adequacy of the allowance for loan losses and believes it is adequate to absorb estimated losses in the portfolio.

The Company generally stops accruing interest on commercial mortgage loans for which interest payments are delinquent more than three months. Based on management’s judgment as to the ultimate collectibility of principal, interest payments received are either recognized as income or applied to the recorded investment in the loan.

Trading Securities and Equity Method Investments in Hedge Funds

Trading securities and equity method investments in hedge funds include common stocks, underlying investments of consolidated hedge funds, hedge fund investments managed by third parties and seed money investments. Trading securities are carried at fair value with unrealized and realized gains (losses) recorded within net investment income. The carrying value of equity method investments in hedge funds reflects the Company’s original investment and its share of earnings or losses of the hedge funds subsequent to the date of investment, and approximates fair value.

Policy Loans

Policy loans include life insurance policy, annuity and investment certificate loans. These loans are carried at the aggregate of the unpaid loan balances, which do not exceed the cash surrender values of underlying products, plus accrued interest.

Other Investments

Other investments reflect the Company’s interest in affordable housing partnerships and syndicated loans. Affordable housing partnerships are carried at amortized cost, as the Company has no influence over the operating or financial policies of the general partner. Syndicated loans reflect amortized cost less allowance for losses.

Separate Account Assets and Liabilities

Separate account assets and liabilities are primarily funds held for the exclusive benefit of variable annuity and variable life insurance contractholders. The Company receives investment management fees, mortality and expense risk fees, guarantee fees and cost of insurance charges from the related accounts.

Included in separate account liabilities are investment liabilities of Threadneedle which represent the value of the units in issue of the pooled pension funds that are offered by Threadneedle’s subsidiary, Threadneedle Pensions Limited.

Receivables

Receivables include reinsurance recoverable, consumer banking loans, accrued investment income, brokerage customer receivables, premiums due, securities borrowed and other receivables.

Reinsurance

The Company reinsures a portion of the insurance risks associated with its life, disability income and long term care insurance products through reinsurance agreements with unaffiliated reinsurance companies. Reinsurance is used in order to limit losses, reduce exposure to large risks and provide additional capacity for future growth. To manage exposure to losses from reinsurer insolvencies, the financial condition of reinsurers is evaluated prior to entering into new reinsurance treaties and on a periodic basis during the terms of the treaties. The Company’s insurance companies remain primarily liable as the direct insurers on all risks reinsured.

Generally, the Company reinsures 90% of the death benefit liability related to individual fixed and variable universal life and term life insurance products. The Company began reinsuring risks at this level beginning in 2001 for term life insurance and 2002 for variable and universal life insurance. Policies issued prior to these dates are not subject to the same reinsurance levels. Generally, the maximum amount of life insurance risk retained by the Company is $750,000 on any policy insuring a single life and $1.5 million on any flexible premium survivorship variable life policy. For existing long term care policies the Company retained 50% of the risk and the remaining 50% of the risk was ceded on a coinsurance basis to affiliates of Genworth Financial, Inc. (“Genworth”). Reinsurance recoverable from Genworth related to the Company’s long term care liabilities was $1.0 billion at December 31, 2007, while amounts recoverable from each other reinsurer were much smaller. Risk on variable life and universal life policies is reinsured on a yearly renewable term

basis. Risk on most term life policies starting in 2001 is reinsured on a coinsurance basis.

Generally, the Company retains at most $5,000 per month of risk per life on disability income insurance policy forms introduced in October 2007 in most states and reinsures the remainder of the risk on a coinsurance basis with unaffiliated reinsurance companies. The Company retains all risk on disability income contracts sold on other policy forms. The Company also retains all risk of accidental death benefit claims and substantially all risk associated with waiver of premium provisions.

For the years ended December 31, 2007, 2006 and 2005, net premiums earned on traditional life and health insurance and life contingent immediate annuity products were $485 million, $533 million and $521 million, respectively, which included reinsurance assumed of $2 million, $3 million and $2 million, respectively, and were net of amounts ceded under related reinsurance agreements of $139 million, $115 million and $124 million, respectively. Cost of insurance and administrative charges on universal and variable universal life insurance are reported net of reinsurance ceded of $57 million, $55 million and $52 million for the years ended December 31, 2007, 2006 and 2005, respectively. Reinsurance recovered from reinsurers was $126 million, $115 million and $106 million for the years ended December 31, 2007, 2006 and 2005, respectively.

The Company also reinsures a portion of the risks associated with its personal auto and home insurance products through two types of reinsurance agreements with unaffiliated reinsurance companies. The Company purchases reinsurance with a limit of $5 million per loss and the Company retains $350,000 per loss. The Company purchases catastrophe reinsurance and retains $10 million of loss per event with loss recovery up to $80 million per event.

Consumer Banking Loans

Included in receivables at December 31, 2007 and 2006 were consumer banking loans, net of allowance for loan losses, of $408 million and $506 million, respectively. The lending portfolio primarily consists of home equity lines of credit and secured and unsecured lines of credit.

Brokerage Customer Receivables

At December 31, 2007 and 2006, brokerage customer receivables included receivables that represent credit extended to brokerage customers to finance their purchases of securities on margin of $196 million for both periods and other customer receivables of $63 million and $39 million, respectively. Brokerage margin loans are generally collateralized by securities with market values in excess of the amounts due.

Deferred Acquisition Costs

DAC represent the costs of acquiring new business, principally direct sales commissions and other distribution and underwriting costs that have been deferred on the sale of annuity and insurance products and, to a lesser extent, certain mutual fund products. These costs are deferred to the extent they are recoverable from future profits or premiums. The DAC associated with insurance or annuity contracts that are significantly modified or internally replaced with another contract are accounted for as contract terminations. These transactions are anticipated in establishing amortization periods and other valuation assumptions.

Restricted and Segregated Cash

Total restricted cash at December 31, 2007 and 2006 was $279 million and $138 million, respectively, which cannot be utilized for operations. The Company’s restricted cash at December 31, 2007 and 2006 primarily related to certain consolidated limited partnerships. At both December 31, 2007 and 2006, amounts segregated under federal and other regulations reflect resale agreements of $1.1 billion segregated in special bank accounts for the benefit of the Company’s brokerage customers. The Company’s policy is to take possession of securities purchased under agreements to resell. Such securities are valued daily and additional collateral is obtained when appropriate.

Other Assets

Other assets include land, buildings, equipment and software, goodwill and other intangible assets, DSIC, derivatives, deferred income taxes and other miscellaneous assets. Other assets also include assets related to consolidated limited partnerships.

Land, Buildings, Equipment and Software

Land, buildings, equipment and internally developed or purchased software are carried at cost less accumulated depreciation or amortization. The Company generally uses the straight-line method of depreciation and amortization over periods ranging from three to 30 years. At December 31, 2007 and 2006, land, buildings, equipment and software were $849 million and $705 million, respectively, net of accumulated depreciation of $757 million and $781 million, respectively. Depreciation and amortization expense for the years ended December 31, 2007, 2006 and 2005 was $146 million, $126 million and $141 million, respectively.

Goodwill and Other Intangible Assets

Goodwill represents the amount of an acquired company’s acquisition cost in excess of the fair value of assets acquired and liabilities assumed. The Company evaluates goodwill for impairment annually and whenever events and circumstances indicate that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell or dispose of a reporting unit. In determining whether impairment has occurred, the Company uses a combination of the market approach and the discounted cash flow method, a variation of the income approach.

Intangible assets are amortized over their estimated useful lives unless they are deemed to have indefinite useful lives. The Company evaluates the definite lived intangible assets remaining useful lives annually and tests for impairment whenever events and circumstances indicate that an impairment may have occurred, such as a significant adverse change in the business climate. For intangible assets subject to amortization, impairment is recognized if the carrying amount is not recoverable or the carrying amount exceeds the fair value of the intangible asset.

Deferred Sales Inducement Costs

DSIC consist of bonus interest credits and premium credits added to certain annuity contract and insurance policy values. These benefits are capitalized to the extent they are incremental to amounts that would be credited on similar contracts without the applicable feature.

The amounts capitalized are amortized using the same methodology and assumptions used to amortize DAC.

Derivative Financial Instruments and Hedging Activities

Derivative financial instruments are recorded at fair value. The fair value of the Company’s derivative financial instruments is determined using either market quotes or valuation models that are based upon the net present value of estimated future cash flows and incorporate current market observable inputs to the extent available. In certain instances, the fair value includes structuring costs incurred at the inception of the transaction. The accounting for changes in the fair value of a derivative financial instrument depends on its intended use and the resulting hedge designation, if any. The Company primarily uses derivatives as economic hedges that are not designated as accounting hedges or do not qualify for hedge accounting treatment. The Company occasionally designates derivatives as (1) hedges of changes in the fair value of assets, liabilities, or firm commitments (“fair value hedges”), (2) hedges of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedges”), or (3) hedges of foreign currency exposures of net investments in foreign operations (“net investment hedges in foreign operations”).

For derivative financial instruments that qualify as cash flow hedges, the effective portions of the gain or loss on the derivative instruments are reported in accumulated other comprehensive income (loss) and reclassified into earnings when the hedged item or transaction impacts earnings. The amount that is reclassified into earnings is presented in the Consolidated Statements of Income with the hedged instrument or transaction impact. Any ineffective portion of the gain or loss is reported currently in earnings as a component of net investment income. If a hedge designation is removed or a hedge is terminated prior to maturity, the amount previously recorded in accumulated other comprehensive income (loss) may be recognized into earnings over the period that the hedged item impacts earnings. For any hedge relationships that are discontinued because the forecasted transaction is not expected to occur according to the original strategy, any related amounts previously recorded in accumulated other comprehensive income (loss) are recognized in earnings immediately.

For derivative financial instruments that qualify as net investment hedges in foreign operations, the effective portions of the change in fair value of the derivatives are recorded in accumulated other comprehensive income (loss) as part of the foreign currency translation adjustment. Any ineffective portions of net investment hedges are recognized in net investment income during the period of change.

Derivative financial instruments that are entered into for hedging purposes are designated as such at the time the Company enters into the contract. For all derivative financial instruments that are designated for hedging activities, the Company formally documents all of the hedging relationships between the hedge instruments and the hedged items at the inception of the relationships. Management also formally documents its risk management objectives and strategies for entering into the hedge transactions. The Company formally assesses, at inception and on a quarterly basis, whether derivatives designated as hedges are highly effective in offsetting the fair value or cash flows of hedged items. If it is determined that a derivative is no longer highly effective as a hedge, the Company will discontinue the application of hedge accounting.

The equity component of equity indexed annuity and stock market investment certificate obligations are considered embedded derivatives. Additionally, certain annuities contain guaranteed minimum accumulation benefit (“GMAB”) and guaranteed minimum withdrawal benefit (“GMWB”) provisions. The GMAB and the non-life contingent benefits associated with GMWB provisions are also considered embedded derivatives. The fair value of embedded derivatives associated with annuities is included in future policy benefits and claims, whereas the fair value of stock market investment certificate embedded derivatives is included in customer deposits. The changes in fair value of the equity indexed annuity and investment certificate embedded derivatives are reflected in interest credited to fixed accounts and in banking and deposit interest expense, respectively. The changes in the fair value of the GMWB and GMAB embedded derivatives are reflected in benefits, claims, losses and settlement expenses.

Future Policy Benefits and Claims

Fixed Annuities and Variable Annuity Guarantees

Future policy benefits and claims related to fixed annuities and variable annuity guarantees include liabilities for fixed account values on fixed and variable deferred annuities, guaranteed benefits associated with variable annuities, equity indexed annuities and fixed annuities in a payout status.

Liabilities for fixed account values on fixed and variable deferred annuities are equal to accumulation values, which are the cumulative gross deposits and credited interest less withdrawals and various charges.

The majority of the variable annuity contracts offered by the Company contain guaranteed minimum death benefit (“GMDB”) provisions. When market values of the customer’s accounts decline, the death benefit payable on a contract with a GMDB may exceed the contract accumulation value. The Company also offers variable annuities with death benefit provisions that gross up the amount payable by a certain percentage of contract earnings, which are referred to as gain gross-up (“GGU”) benefits. In addition, the Company offers contracts containing GMWB and GMAB provisions and, until May 2007, the Company offered contracts containing guaranteed minimum income benefit (“GMIB”) provisions.

In determining the liabilities for variable annuity death benefits, GMIB and the life contingent benefits associated with GMWB, the Company projects these benefits and contract assessments using actuarial models to simulate various equity market scenarios.

Significant assumptions made in projecting future benefits and assessments relate to customer asset value growth rates, mortality, persistency and investment margins and are consistent with those used for DAC asset valuation for the same contracts. As with DAC, management will review and, where appropriate, adjust its assumptions each quarter. Unless management identifies a material deviation over the course of quarterly monitoring, management will review and update these assumptions annually in the third quarter of each year.

The variable annuity death benefit liability is determined by estimating the expected value of death benefits in excess of the projected contract accumulation value and recognizing the excess over the estimated meaningful life based on expected assessments (e.g., mortality and expense fees, contractual administrative charges and similar fees).

If elected by the contract owner and after a stipulated waiting period from contract issuance, a GMIB guarantees a minimum lifetime annuity based on a specified rate of contract accumulation value growth and predetermined annuity purchase rates. The GMIB liability is determined each period by estimating the expected value of annuitization benefits in excess of the projected contract accumulation value at the date of annuitization and recognizing the excess over the estimated meaningful life based on expected assessments.

GMAB and the non-life contingent benefits associated with GMWB provisions are considered embedded derivatives and are recorded at fair value. The fair value of these embedded derivatives is based on the present value of future benefits less applicable fees charged for the provision. The liability for the life contingent benefits associated with GMWB provisions is determined in the same way as the liability for variable annuity death benefits. The changes in both the fair values of the GMWB and GMAB embedded derivatives and the liability for life contingent benefits are reflected in benefits, claims, losses and settlement expenses.

Liabilities for equity indexed annuities are equal to the accumulation of host contract values covering guaranteed benefits and the market value of embedded equity options.

Liabilities for fixed annuities in a benefit or payout status are based on future estimated payments using established industry mortality tables and interest rates, ranging from 4.6% to 9.5% at December 31, 2007, depending on year of issue, with an average rate of approximately 5.8%.

Life and Health Insurance

Future policy benefits and claims related to life and health insurance include liabilities for fixed account values on fixed and variable universal life policies, liabilities for unpaid amounts on reported claims, estimates of benefits payable on claims incurred but not yet reported and estimates of benefits that will become payable on term life, whole life and health insurance policies as claims are incurred in the future.

Liabilities for fixed account values on fixed and variable universal life insurance are equal to accumulation values. Accumulation values are the cumulative gross deposits and credited interest less various contractual expense and mortality charges and less amounts withdrawn by policyholders.

Liabilities for unpaid amounts on reported life insurance claims are equal to the death benefits payable under the policies. Liabilities for unpaid amounts on reported health insurance claims include any periodic or other benefit amounts due and accrued, along with estimates of the present value of obligations for continuing benefit payments. These amounts are calculated based on claim continuance tables which estimate the likelihood an individual will continue to be eligible for benefits. Present values are calculated at interest rates established when claims are incurred. Anticipated claim continuance rates are based on established industry tables, adjusted as appropriate for the Company’s experience. Interest rates used with disability income claims ranged from 3.0% to 8.0% at December 31, 2007, with an average rate of 4.9%. Interest rates used with long term care claims ranged from 4.0% to 7.0% at December 31, 2007, with an average rate of 4.2%.

Liabilities for estimated benefits payable on claims that have been incurred but not yet reported are based on periodic analysis of the actual time lag between when a claim occurs and when it is reported.

Liabilities for estimates of benefits that will become payable on future claims on term life, whole life and health insurance policies are based on the net level premium method, using anticipated premium payments, mortality and morbidity rates, policy persistency and interest rates earned on assets supporting the liability. Anticipated mortality and morbidity rates are based on established industry mortality and morbidity tables, with modifications based on the Company’s experience. Anticipated premium payments and persistency rates vary by policy form, issue age, policy duration and certain other pricing factors. Anticipated interest rates for term and whole life ranged from 4.0% to 10.0% at December 31, 2007, depending on policy form, issue year and policy duration. Anticipated interest rates for disability income are 7.5% at policy issue grading to 5.0% over five years. Anticipated discount rates for long term care vary by plan and were 5.4% at December 31, 2007 grading up to 6.8% or 9.4% over 40 years.

Where applicable, benefit amounts expected to be recoverable from other insurers who share in the risk are separately recorded as reinsurance recoverable within receivables.

The Company issues only non-participating life and health insurance policies, which do not pay dividends to policyholders from realized policy margins.

Auto and Home Reserves

Auto and home reserves include amounts determined from loss reports on individual claims, as well as amounts, based on historical loss experience, for losses incurred but not reported. Such liabilities are necessarily based on estimates and, while management believes that the reserve amounts are adequate at December 31, 2007 and 2006, the ultimate liability may be in excess of or less than the amounts provided. The Company’s methods for making such estimates and for establishing the resulting liability are continually reviewed, and any adjustments are reflected in consolidated results of operations in the period such adjustments are made.

Customer Deposits

Customer deposits primarily include investment certificate reserves and banking and brokerage customer deposits.

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

Certain certificates offer a return based on the relative change in a stock market index. The certificates with an equity-based return contain embedded derivatives, which are carried at fair value within other liabilities. The fair value of these embedded derivatives incorporates current market observable inputs. Changes in fair value are reflected in banking and deposit interest expense.

Banking customer deposits are amounts payable to banking customers who hold money market, savings, checking accounts and certificates of deposit with Ameriprise Bank, FSB.

Brokerage customer deposits are amounts payable to brokerage customers related to credit balances and other customer funds pending completion of securities transactions. The Company pays interest on certain customer credit balances.

Other Liabilities

Other liabilities include derivatives, deferred compensation liabilities, securities loaned, accrued interest payable and miscellaneous liabilities. Other liabilities also include minority interests of consolidated limited partnerships.

3. Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141 (revised 2007) “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in an acquiree, and goodwill acquired. SFAS 141(R) also requires an acquirer to disclose information about the financial effects of a business combination. SFAS 141(R) is effective prospectively for business combinations with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, with early adoption prohibited. The Company will apply the standard to any business combinations within the scope of SFAS 141(R) occurring after December 31, 2008.

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes the accounting and reporting for ownership interest in subsidiaries not attributable, directly or indirectly, to a parent. SFAS 160 requires that noncontrolling (minority) interests be classified as equity (instead of as a liability) within the consolidated balance sheet, and net income attributable to both the parent and the noncontrolling interest be disclosed on the face of the consolidated statement of income. SFAS 160 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years with early adoption prohibited. The provisions of SFAS 160 are to be applied prospectively, except for the presentation and disclosure requirements which are to be applied retrospectively to all periods presented. The Company is currently evaluating the impact of SFAS 160 on its consolidated results of operations and financial condition.

In June 2007, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position (“SOP”) 07-1, “Clarification of the Scope of the Audit and Accounting Guide ‘Investment Companies’ and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1 provided clarification on the definition of an investment company. In February 2008, the FASB decided to indefinitely defer the effective date of SOP 07-1. In May 2007, the FASB issued FASB Staff Position (“FSP”) FASB Interpretation No. (“FIN”) 46(R)-7, “Application of FIN 46(R) to Investment Companies” (“FSP 46(R)-7”). FSP 46(R)-7 is dependent upon clarification of the definition of an investment company as provided in SOP 07-1 and is effective upon the adoption of that SOP. With the deferral of SOP 07-1, the Company will defer the adoption of both SOP 07-1 and FSP 46(R)-7.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 gives entities the option to measure certain financial instruments and other items at fair value that are not currently permitted to be measured at fair value. The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 requires entities to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS 159 also establishes presentation and disclosure requirements. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company did not adopt SFAS 159 for any of its existing eligible assets or liabilities and has no current plans to adopt SFAS 159 for any new financial instruments.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an Amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS 158”). As of December 31, 2006, the Company adopted the recognition provisions of SFAS 158 which require an entity to recognize the overfunded or underfunded status of an employer’s defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The Company’s adoption of this provision did not have a material effect on the consolidated results of operations and financial condition. Effective for fiscal years ending after December 15, 2008, SFAS 158 also requires an employer to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position. As of December 31, 2008, the Company will adopt the measurement provisions of SFAS 158

which the Company does not believe will have a material effect on consolidated results of operations and financial condition.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements. Accordingly, SFAS 157 does not require any new fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted provided the entity has not issued financial statements for any period within the year of adoption. The provisions of SFAS 157 are required to be applied prospectively as of the beginning of the fiscal year in which SFAS 157 is initially applied, except for certain financial instruments as defined in SFAS 157 which will require retrospective application of SFAS 157. Any retrospective application will be recognized as a cumulative effect adjustment to the opening balance of retained earnings for the fiscal year of adoption. The Company adopted SFAS 157 effective January 1, 2008. As a result of adopting SFAS 157, the Company will record a cumulative effect after-DAC, DSIC and tax reduction to retained earnings of approximately $35 million related to adjusting the fair value of structured derivatives the Company uses to hedge its exposure to GMWB provisions. The Company initially recorded these derivatives in accordance with Emerging Issues Task Force (“EITF”) Issue No. 02-3 “Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities.” SFAS 157 requires these derivatives to be marked to the price the Company would receive to sell the derivatives to a market participant (an exit price). On January 18, 2008, the FASB published for comment Proposed FSP FAS 157-c “Measuring Liabilities under FASB Statement No. 157” (“FSP 157-c”). FSP 157-c states that in the absence of a quoted price for the identical liability in an active market, a reporting entity may measure the fair value of its liability at the amount it would receive as proceeds if it were to issue that liability at the measurement date. FSP 157-c shall be applied on a prospective basis effective on the later of (a) the beginning of the period that includes the issuance date of the FSP or (b) the beginning of the period in which an entity initially applies SFAS 157. The Company is evaluating the impact that this proposed FSP will have on the valuation of its embedded derivatives. Any change to the valuation of the Company’s embedded derivatives as a result of adopting SFAS 157 and FSP 157-c will be recorded in earnings as of the date of adoption. In accordance with FSP FAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2”), the Company will defer the adoption of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted FIN 48 as of January 1, 2007 and recorded a cumulative change in accounting principle resulting in an increase in the liability for unrecognized tax benefits and a decrease in beginning retained earnings of $4 million.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS 155”). SFAS 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) and SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 140”). SFAS 155: (i) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; (ii) clarifies which interest-only and principal-only strips are not subject to the requirements of SFAS 133; (iii) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; (iv) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and (v) amends SFAS 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. The Company adopted SFAS 155 as of January 1, 2007. The effect of adopting SFAS 155 on the Company’s consolidated results of operations and financial condition was not material.

Effective January 1, 2006, the Company adopted EITF Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity when the Limited Partners Have Certain Rights” (“EITF 04-5”). EITF 04-5 provides guidance on whether a limited partnership or similar entity that is not a VIE should be consolidated by one of its partners. EITF 04-5 was effective for general partners of all new limited partnerships formed and for existing limited partnerships for which the partnership agreements were modified after June 29, 2005. For general partners in all other limited partnerships, this guidance was effective no later than January 1, 2006. The adoption of EITF 04-5 resulted in the consolidation of certain limited partnerships for which the Company is the general partner. The effect of this consolidation as of January 1, 2006 was a net increase in total assets and total liabilities of $427 million, consisting of $14 million of investments (net of $153 million of investments as of December 31, 2005 previously accounted for under the equity method), $89 million of restricted cash, $324 million of other assets, $291 million of other liabilities and $136 million of non-recourse debt. The adoption of EITF 04-5 had no net effect on consolidated net income.

In September 2005, the AICPA issued SOP 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”). SOP 05-1 provides clarifying guidance on accounting for DAC associated with an insurance or annuity contract that is significantly modified or is internally replaced with another contract. Prior to adoption, the Company accounted for many of these transactions as contract continuations and continued amortizing existing DAC

against revenue for the new or modified contract. Effective January 1, 2007, the Company adopted SOP 05-1 resulting in these transactions being prospectively accounted for as contract terminations. Consistent with this, the Company now anticipates these transactions in establishing amortization periods and other valuation assumptions. As a result of adopting SOP 05-1, the Company recorded as a cumulative change in accounting principle $206 million, reducing DAC by $204 million, DSIC by $11 million and liabilities for future policy benefits by $9 million. The after-tax decrease to retained earnings for these changes was $134 million. The adoption of SOP 05-1, among other things, resulted in an increase to DAC and DSIC amortization in 2007.

4. Separation and Distribution from American Express

Ameriprise Financial was formerly a wholly owned subsidiary of American Express Company (“American Express”). On February 1, 2005, the American Express Board of Directors announced its intention to pursue the disposition of 100% of its shareholdings in Ameriprise Financial (the “Separation”) through a tax-free distribution to American Express shareholders. In preparation for the disposition, Ameriprise Financial approved a stock split of its 100 common shares entirely held by American Express into 246 million common shares. Effective as of the close of business on September 30, 2005, American Express completed the separation of Ameriprise Financial and the distribution of the Ameriprise Financial common shares to American Express shareholders (the “Distribution”). The Distribution was effectuated through a pro-rata dividend to American Express shareholders consisting of one share of Ameriprise Financial common stock for every five shares of American Express common stock owned by its shareholders on September 19, 2005, the record date. Prior to August 1, 2005, Ameriprise Financial was named American Express Financial Corporation.

In connection with the Separation and Distribution, Ameriprise Financial entered into the following transactions with American Express:

· Effective August 1, 2005, the Company transferred its 50% ownership interest and the related assets and liabilities of its subsidiary, American Express International Deposit Company (“AEIDC”), to American Express for $164 million through a non-cash dividend equal to the net book value excluding $26 million of net unrealized investment losses of AEIDC. In connection with the AEIDC transfer, American Express paid the Company a $164 million capital contribution. The results of operations and cash flows of AEIDC are shown as discontinued operations in the accompanying Consolidated Financial Statements.

· Effective July 1, 2005, the Company’s subsidiary, AMEX Assurance Company (“AMEX Assurance”), ceded 100% of its travel insurance and card related business offered to American Express customers to an American Express subsidiary in return for an arm’s length ceding fee. As of September 30, 2005, the Company entered into an agreement to sell the AMEX Assurance legal entity to American Express on or before September 30, 2007 for a fixed price equal to the net book value of AMEX Assurance as of the Distribution, which was approximately $115 million. These transactions created a variable interest entity, for GAAP purposes, for which the Company was not the primary beneficiary. Accordingly, the Company deconsolidated AMEX Assurance for GAAP purposes as of September 30, 2005. The sale of AMEX Assurance was completed on September 30, 2007 for a sale price of $115 million.

· A tax allocation agreement with American Express was signed effective September 30, 2005.

· American Express provided the Company a capital contribution of approximately $1.1 billion, which is in addition to the $164 million capital contribution noted above.

· Ameriprise Financial and American Express completed the split of the American Express Retirement Plan, which resulted in additional pension liability in 2006 and 2005 of $5 million and $32 million, respectively, and adjustments to additional paid in capital in 2006 and 2005 of $5 million and $18 million (net of tax), respectively.

As a result of the Distribution, Ameriprise Financial entered into an unsecured bridge loan in the amount of $1.4 billion. That loan was drawn down in September 2005 and was repaid using proceeds from a $1.5 billion senior note issuance in November 2005.

The Company incurred significant non-recurring separation costs as a result of the Separation. These costs were primarily associated with establishing the Ameriprise Financial brand, separating and reestablishing the Company’s technology platforms and advisor and employee retention programs. During the years ended December 31, 2007, 2006 and 2005, $236 million ($154 million after-tax), $361 million ($235 million after-tax) and $293 million ($191 million after-tax), respectively, of such costs were incurred.

American Express had 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 and other services. Following the Distribution, American Express provided the Company with many of these services pursuant to transition services agreements for transition periods of up to two years or more, if extended by mutual agreement of the Company and American Express. The Company has terminated all of these service agreements and has completed its separation from American Express.

5. Acquisition of Bank Deposits and Loans

On September 29, 2005, the Company and American Express Bank, FSB (“AEBFSB”), a subsidiary of American Express, entered into a Purchase and Assumption Agreement (the “Agreement”) pursuant to which the Company agreed to purchase assets and assume liabilities, primarily consumer loans and deposits of AEBFSB, upon obtaining a federal savings bank charter. In September 2006, the Company and AEBFSB entered into amendments to the Agreement, pursuant to which the Company agreed to acquire the assets and liabilities from AEBFSB in three phases. Ameriprise Bank, FSB (“Ameriprise Bank”), a wholly owned subsidiary of the Company, commenced operations in September 2006 subsequent to obtaining the charter and performed the agreement with AEBFSB. In the three phases completed from September to November 2006, Ameriprise Bank

acquired $493 million of customer loans, assumed $963 million of customer deposits and received net cash of $470 million. The assets acquired and liabilities assumed were recorded at fair value.

Separately, on October 23, 2006, the Company purchased $33 million of secured loans from American Express Credit Corporation for cash consideration. These loans were made to the Company’s customers and are secured by the customers’ investment assets and/or insurance policies and will be serviced by Ameriprise Bank. The Company recorded the loans purchased at fair value.

6. Discontinued Operations

The components of earnings from the discontinued operations of AEIDC for December 31, 2005 were as follows:

	2005
	(in millions)
Net investment income	$	165
Banking and deposit interest expense	104
General and administrative expense	36
Pretax income from discontinued operations	25
Income tax provision	9
Income from discontinued operations, net of tax	$	16

7. Sale of Defined Contribution Recordkeeping Business

On June 1, 2006, the Company completed the sale of its defined contribution recordkeeping business for $66 million. For the year ended December 31, 2006, the Company incurred $30 million of expenses related to the sale and realized a pretax gain of $36 million. The expenses included a write-down of capitalized software development costs of $17 million and severance costs of $11 million. The administered assets transferred in connection with this sale were approximately $16.7 billion. The Company continues to manage approximately $10.5 billion of defined contribution assets. The Company received $25 million for a contingent payment settled and paid in the fourth quarter of 2007, resulting in a combined 2006 and 2007 pretax gain of $61 million.

8. Variable Interest Entities

The consolidated variable interest entity for which the Company was considered the primary beneficiary at December 31, 2007 relates to a structured entity, both managed and partially-owned by the Company. The structured entity contains debt obligations of $18 million issued to investors that is non-recourse to the Company and supported by a $30 million portfolio of municipal bonds. The fair value of the municipal bonds was $31 million at December 31, 2007.

In the fourth quarter of 2007, the Company deconsolidated a CDO after determining it was no longer the primary beneficiary of the structure as a result of the sale of a portion of its interest in the residual and rated debt tranches of the CDO structure and recorded a gain of $68 million ($44 million after-tax) related to the deconsolidation. The $68 million gain represents the reversal of net operating expenses related to the CDO in prior periods. The Company recorded investment income of $14 million in 2005 related to two liquidated secured loan trusts that had previously been consolidated.

The Company has other significant variable interests for which it is not the primary beneficiary and, therefore, does not consolidate. These interests are represented by carrying values of $46 million of CDOs managed by the Company and $96 million of affordable housing partnerships. For the CDOs managed by the Company, the Company has evaluated its variability in losses and returns considering its investment levels, which are less than 50% of the residual tranches, and the fee received from managing the structures and has determined that consolidation is not required. The Company manages approximately $7.5 billion of underlying collateral within the CDOs. The Company’s maximum exposure to loss as a result of its investment in these entities is represented by the carrying values.

The Company is a limited partner in affordable housing partnerships in which the Company has a less than 50% interest in the partnerships and receives the benefits and accepts the risks consistent with other limited partners. In the limited cases in which the Company has a greater than 50% interest in affordable housing partnerships, it was determined that the relationship with the general partner is an agent relationship and the general partner was most closely related to the partnership as it is the key decision maker and controls the operations. The Company’s maximum exposure to loss as a result of its investment in these entities is represented by the carrying values.

9. Investments

The following is a summary of investments:

	December 31,
	2007		2006
	(in millions)

Available-for-Sale securities, at fair value	$	25,931	$	30,880
Commercial mortgage loans, net	3,097		3,056
Trading securities, at fair value, and equity method investments in hedge funds	504		522
Policy loans	706		660
Other investments	387		386
Total	$	30,625	$	35,504

Available-for-Sale Securities

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

	December 31, 2007
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in millions)
Corporate debt securities	$	14,158	$	113	$	(328	)	$	13,943
Mortgage and other asset-backed securities	10,517		38		(162		)	10,393
State and municipal obligations	1,038		14		(17		)	1,035
U.S. government and agencies obligations	322		7		(1		)	328
Foreign government bonds and obligations	97		15		—			112
Common and preferred stocks	53		6		(1		)	58
Structured investments	46		—		—			46
Other debt	16		—		—			16
Total	$	26,247	$	193	$	(509	)	$	25,931

	December 31, 2006
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in millions)
Corporate debt securities	$	17,026	$	169	$	(364	)	$	16,831
Mortgage and other asset-backed securities	12,524		30		(224		)	12,330
State and municipal obligations	1,042		32		(4		)	1,070
U.S. government and agencies obligations	370		14		(6		)	378
Foreign government bonds and obligations	117		18		—			135
Common and preferred stocks	53		7		—			60
Structured investments	46		—		—			46
Other debt	30		—		—			30
Total	$	31,208	$	270	$	(598	)	$	30,880

The deconsolidated CDO included corporate debt securities with a fair value of $160 million at December 31, 2006.

At December 31, 2007 and 2006, fixed maturity securities comprised approximately 85% and 87%, respectively, of the Company’s total investments. These securities were rated by Moody’s and Standard & Poor’s (“S&P”), except for approximately $1.4 billion of securities at both December 31, 2007 and 2006, which were rated by the Company’s internal analysts using criteria similar to Moody’s and S&P. Ratings on investment grade securities are presented using S&P’s convention and, if the two agencies’ ratings differ, the lower rating was used. A summary of fixed maturity securities by rating was as follows:

	December 31, 2007						December 31, 2006
					Percent of						Percent of
	Amortized		Fair		Total Fair		Amortized		Fair		Total Fair
Rating	Cost		Value		Value		Cost		Value		Value
AAA	$	11,381	$	11,277	44	%	$	13,428	$	13,261	43	%
AA	2,637		2,613		10		2,827		2,794		9
A	4,292		4,253		16		5,414		5,344		17
BBB	6,150		6,069		24		7,474		7,415		24
Below investment grade	1,734		1,661		6		2,012		2,006		7
Total fixed maturities	$	26,194	$	25,873	100	%	$	31,155	$	30,820	100	%

At December 31, 2007 and 2006, approximately 39% and 42%, respectively, of the securities rated AAA were GNMA, FNMA and FHLMC mortgage-backed securities. No holdings of any other issuer were greater than 10% of shareholders’ equity.

The following table provides 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:

	December 31, 2007
	Less than 12 months					12 months or more					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Losses			Value		Losses			Value		Losses
	(in millions)
Corporate debt securities	$	1,514	$	(45	)	$	8,159	$	(283	)	$	9,673	$	(328	)
Mortgage and other asset-backed securities	1,754		(73		)	5,715		(89		)	7,469		(162		)
State and municipal obligations	414		(15		)	73		(2		)	487		(17		)
U.S. government and agencies obligations	—		—			169		(1		)	169		(1		)
Foreign government bonds and obligations	—		—			2		—			2		—
Common and preferred stocks	49		(1		)	—		—			49		(1		)
Total	$	3,731	$	(134	)	$	14,118	$	(375	)	$	17,849	$	(509	)

	December 31, 2006
	Less than 12 months					12 months or more					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Losses			Value		Losses			Value		Losses
	(in millions)
Corporate debt securities	$	1,416	$	(19	)	$	10,881	$	(345	)	$	12,297	$	(364	)
Mortgage and other asset-backed securities	1,134		(7		)	8,617		(217		)	9,751		(224		)
State and municipal obligations	12		—			90		(4		)	102		(4		)
U.S. government and agencies obligations	11		—			246		(6		)	257		(6		)
Foreign government bonds and obligations	—		—			3		—			3		—
Common and preferred stocks	—		—			4		—			4		—
Total	$	2,573	$	(26	)	$	19,841	$	(572	)	$	22,414	$	(598	)

In evaluating potential other-than-temporary impairments, the Company considers the extent to which amortized cost exceeds fair value and the duration of that difference. A key metric in performing this evaluation is the ratio of fair value to amortized cost. The following table summarizes the unrealized losses by ratio of fair value to amortized cost as of December 31, 2007:

	Less than 12 months						12 months or more						Total
	Number			Gross			Number			Gross			Number			Gross
Ratio of Fair Value	of	Fair		Unrealized			of	Fair		Unrealized			of	Fair		Unrealized
to Amortized Cost	Securities	Value		Losses			Securities	Value		Losses			Securities	Value		Losses
	(in millions, except number of securities)
95%–100%	316	$	2,774	$	(39	)	719	$	12,682	$	(208	)	1,035	$	15,456	$	(247	)
90%–95%	89	732		(57		)	54	849		(60		)	143	1,581		(117		)
80%–90%	11	216		(32		)	33	490		(70		)	44	706		(102		)
Less than 80%	2	9		(6		)	12	97		(37		)	14	106		(43		)
Total	418	$	3,731	$	(134	)	818	$	14,118	$	(375	)	1,236	$	17,849	$	(509	)

As part of the Company’s ongoing monitoring process, management determined that a majority of the gross unrealized losses on its Available-for-Sale securities are attributable to changes in interest rates and credit spreads across asset classes. As noted in the table above, a significant portion of the gross unrealized losses relates to securities that have a fair value to amortized cost ratio of 95% or above, resulting in an overall 97% ratio of fair value to amortized cost for all securities with an unrealized loss. From an overall perspective, the gross unrealized losses were not concentrated in any individual industries or with any individual securities. The securities with a fair value to amortized cost ratio of 80-90% primarily relate to the consumer products, financial, and home building industries. The total gross unrealized loss related to the home building industry was $31 million. The securities with a fair value to cost of less than 80% primarily relate to the financial and home building industries. The largest unrealized loss associated with an individual issuer, excluding GNMA, FNMA and FHLMC mortgage-backed securities, was $14 million. The securities related to this issuer have a fair value to amortized cost ratio of 88% and have been in an unrealized loss position for more than 12 months. The

Company believes that it will collect all principal and interest due on all investments that have amortized cost in excess of fair value. In addition, the Company has the ability and intent to hold these securities until anticipated recovery which may not be until maturity.

The Company monitors the investments and metrics described previously on a quarterly basis to identify and evaluate investments that have indications of possible other-than-temporary impairments. Additionally, the Company has the ability and intent to hold these securities for a time sufficient to recover its amortized cost and has, therefore, concluded that none had other-than-temporary impairment at December 31, 2007.

The Company’s total mortgage and asset backed exposure at December 31, 2007 was $10.4 billion which included $6.3 billion of residential mortgage backed securities and $3.0 billion of commercial mortgage backed securities. At December 31, 2007, residential mortgage backed securities included $4.5 billion of agency-backed securities, $1.2 billion of Alt-A securities, and $0.6 billion of prime, non-agency securities. With respect to the Alt-A securities, the vast majority are rated AAA. None of the structures are levered, and the majority of the AAA-rated holdings are “super senior” bonds, meaning they have more collateral support or credit enhancement than required to receive a AAA rating. While overall delinquencies in the market continue to deteriorate, most of these positions are performing in-line or better than their vintage. With regard to asset backed securities, the Company’s exposure at December 31, 2007 was $1.1 billion, which included $241 million of securities backed by subprime collateral. These securities are predominantly AAA-rated bonds backed by seasoned, traditional, first lien collateral. Holdings include both floating rate and short-duration, fixed securities. The Company has no other structured or hedge fund investments with exposure to subprime residential mortgages.

The change in net unrealized securities gains (losses) in other comprehensive income includes three components, net of tax:

(i) unrealized gains (losses) that arose from changes in the market value of securities that were held during the period (holding gains (losses)); (ii) (gains) losses that were previously unrealized, but have been recognized in current period net income due to sales and other-than-temporary impairments of Available-for-Sale securities (reclassification of realized gains (losses)); and (iii) other items primarily consisting of adjustments in asset and liability balances, such as DAC, DSIC and annuity liabilities to reflect the expected impact on their carrying values had the unrealized gains (losses) been realized as of the respective balance sheet dates.

The following table presents the components of the net unrealized securities gains (losses), net of tax, included in accumulated other comprehensive loss:

	Years Ended December 31,
	2007			2006			2005
	(in millions)
Net unrealized securities gains (losses) at January 1	$	(187	)	$	(129	)	$	425
Holding gains (losses), net of tax of $20, $54, and $303, respectively	38			(101		)	(562		)
Reclassification of realized gains, net of tax of $16, $17, and $18, respectively	(29		)	(33		)	(34		)
DAC, DSIC and annuity liabilities, net of tax of $6, $41, and $30, respectively	10			76			55
Net realized securities losses related to discontinued operations, net of tax of nil, nil and $7, respectively	—			—			(13		)
Net unrealized securities losses at December 31	$	(168	)	$	(187	)	$	(129	)

Available-for-Sale securities by maturity at December 31, 2007 were as follows:

	Amortized		Fair
	Cost		Value
	(in millions)
Due within one year	$	1,867	$	1,869
Due after one year through five years	6,283		6,240
Due after five years through 10 years	5,431		5,275
Due after 10 years	2,050		2,050
	15,631		15,434
Mortgage and other asset-backed securities	10,517		10,393
Structured investments	46		46
Common and preferred stocks	53		58
Total	$	26,247	$	25,931

The expected payments on mortgage and other asset-backed securities and structured investments may not coincide with their contractual maturities. As such, these securities, as well as common and preferred stocks, were not included in the maturities distribution.

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

	Years Ended December 31,
	2007			2006			2005
	(in millions)
Gross realized gains from sales	$	73		$	66		$	137
Gross realized losses from sales	(24		)	(14		)	(64		)
Other-than-temporary impairments	(5		)	(2		)	(21		)

The $5 million of other-than-temporary impairments in 2007 related to corporate debt securities in the publishing and home building industries which were downgraded in 2007. The $2 million of other-than-temporary impairments in 2006 related to a corporate bond held in the consolidated CDO which was deconsolidated in 2007. The $21 million of other-than-temporary impairments in 2005 primarily related to corporate debt securities within the auto industry which were downgraded in 2005 and subsequently deteriorated throughout the year in terms of their fair value to amortized cost ratio.

Commercial Mortgage Loans, Net

The following is a summary of commercial mortgage loans:

	December 31,
	2007			2006
	(in millions)
Commercial mortgage loans	$	3,115		$	3,096
Less: allowance for loan losses	(18		)	(40		)
Commercial mortgage loans, net	$	3,097		$	3,056

Commercial mortgage loans are first mortgages on real estate. The Company holds the mortgage documents, which gives it the right to take possession of the property if the borrower fails to perform according to the terms of the agreements.

At December 31, 2007 and 2006, the Company held no investments in impaired commercial mortgage loans. During 2007 and 2006, the average recorded investment in impaired commercial mortgage loans was nil and $3 million, respectively. For the years ended December 31, 2007, 2006 and 2005, the Company did not recognize any interest income related to impaired commercial mortgage loans.

The balances of and changes in the allowance for loan losses were as follows:

	Years Ended December 31,
	2007			2006			2005
	(in millions)
Balance at January 1	$	40		$	44		$	49
Provision for loan losses	(22		)	—			—
Foreclosures, write-offs and loan sales	—			(4		)	(5		)
Balance at December 31	$	18		$	40		$	44

In 2007 the Company recorded a $22 million decrease to the allowance for loan losses on commercial mortgage loans.

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

	December 31,
	2007					2006
	On-Balance			Funding		On-Balance			Funding
	Sheet			Commitments		Sheet			Commitments
	(in millions)
Commercial mortgage loans by U.S. region:
Atlantic	$	984		$	22	$	921		$	40
North Central	736			33		813			22
Mountain	369			9		332			13
Pacific	492			21		446			15
South Central	323			8		374			2
New England	211			8		210			2
	3,115			101		3,096			94
Less: allowance for loan losses	(18		)	—		(40		)	—
Total	$	3,097		$	101	$	3,056		$	94

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

	December 31,
	2007					2006
	On-Balance			Funding		On-Balance			Funding
	Sheet			Commitments		Sheet			Commitments
	(in millions)
Commercial mortgage loans by U.S. property type:
Office buildings	$	932		$	12	$	1,064		$	4
Shopping centers and retail	897			66		763			71
Apartments	461			8		519			2
Industrial buildings	549			9		495			12
Hotels and motels	81			—		95			4
Medical buildings	54			—		58			—
Other	141			6		102			1
	3,115			101		3,096			94
Less: allowance for loan losses	(18		)	—		(40		)	—
Total	$	3,097		$	101	$	3,056		$	94

Commitments to fund commercial mortgages were made in the ordinary course of business. The funding commitments at December 31, 2007 and 2006 approximate fair value.

Trading Securities and Equity Method Investments in Hedge Funds

Net recognized gains related to trading securities and equity method investments in hedge funds for the years ended December 31, 2007, 2006 and 2005 were $3 million, $41 million and $27 million, respectively.

10. Deferred Acquisition Costs and Deferred Sales Inducement Costs

The balances of and changes in DAC were as follows:

	Years Ended December 31,
	2007			2006			2005
	(in millions)
Balance at January 1	$	4,499		$	4,182		$	3,956
Impact of SOP 05-1 at adoption	(204		)	—			—
Capitalization of acquisition costs	771			744			693
DAC transfer related to AMEX Assurance ceding arrangement	—			—			(117		)
Amortization, excluding impact of annual third quarter changes in DAC-related assumptions	(535		)	(510		)	(498		)
Amortization, impact of annual third quarter changes in DAC-related assumptions	(16		)	38			67
Impact of change in net unrealized securities losses (gains)	(12		)	45			81
Balance at December 31	$	4,503		$	4,499		$	4,182

The balances of and changes in DSIC were as follows:

	Years Ended December 31,
	2007			2006			2005
	(in millions)
Balance at January 1	$	452		$	370		$	303
Impact of SOP 05-1 at adoption	(11		)	—			—
Capitalization of sales inducements	124			126			94
Amortization	(53		)	(48		)	(40		)
Impact of change in net unrealized securities losses (gains)	(1		)	4			13
Balance at December 31	$	511		$	452		$	370

11. Goodwill and Other Intangibles

Goodwill and other intangible assets deemed to have indefinite lives are not amortized but are instead subject to impairment tests. The Company tests goodwill for impairment on an annual basis. For the years ended December 31, 2007, 2006 and 2005 the tests did not indicate impairment. Intangible assets with definite lives are amortized over their estimated useful lives. The Company evaluates the definite lived intangible assets remaining useful lives annually and tests for impairment whenever events and circumstances indicate that an impairment may have occurred. In 2007, the Company had an impairment charge of approximately $1 million related to an asset management contract.

The changes in the carrying amount of goodwill reported in the Company’s four main operating segments were as follows:

	Advice &
	Wealth		Asset
	Management		Management		Annuities		Protection		Consolidated
	(in millions)
Balance at January 1, 2006⁽¹⁾	$	96	$	387	$	44	$	50	$	577
Acquisitions	—		4		—		—		4
Foreign currency translation and other adjustments	—		57		—		—		57
Balance at December 31, 2006⁽¹⁾	96		448		44		50		638
Acquisitions	—		4		—		—		4
Foreign currency translation and other adjustments	—		1		—		—		1
Balance at December 31, 2007	$	96	$	453	$	44	$	50	$	643

⁽¹⁾ Balances have been retroactively adjusted to reflect changes in segments effective in the fourth quarter of 2007.

Definite-lived intangible assets consisted of the following:

	December 31,
	2007							2006
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(in millions)
Customer relationships	$	40	$	(17	)	$	23	$	39	$	(13	)	$	26
Contracts	153		(61		)	92		140		(44		)	96
Other	146		(41		)	105		144		(33		)	111
Total	$	339	$	(119	)	$	220	$	323	$	(90	)	$	233

The aggregate amortization expense for these intangible assets during the years ended December 31, 2007, 2006 and 2005 was $27 million, $20 million and $28 million, respectively. These assets have a weighted-average useful life of 12 years.

Estimated intangible amortization expense as of December 31, 2007, for the next five years was as follows:

	(in millions)
2008	$	26
2009	25
2010	24
2011	19
2012	19

As of December 31, 2007 and 2006, the Company did not have identifiable intangible assets with indefinite useful lives.

12. Future Policy Benefits and Claims and Separate Account Liabilities

Future policy benefits and claims consisted of the following:

	December 31,
	2007		2006
	(in millions)
Fixed annuities	$	14,382	$	16,841
Equity indexed annuities accumulated host values	253		267
Equity indexed annuities embedded derivative	53		50
Variable annuities fixed sub-accounts	5,419		5,975
Guaranteed minimum withdrawal benefits variable annuity guarantees	136		(12		)
Guaranteed minimum accumulation benefits variable annuity guarantees	33		(5		)
Other variable annuity guarantees	27		31
Total annuities	20,303		23,147
Variable universal life (“VUL”)/universal life (“UL”) insurance	2,568		2,562
Other life, disability income and long term care insurance	4,106		3,852
Auto, home and other insurance	378		381
Policy claims and other policyholders’ funds	91		89
Total	$	27,446	$	30,031

Separate account liabilities consisted of the following:

	December 31,
	2007		2006
	(in millions)
Variable annuity variable sub-accounts	$	51,764	$	43,515
VUL insurance variable sub-accounts	6,244		5,709
Other insurance variable sub-accounts	62		63
Threadneedle investment liabilities	3,904		4,561
Total	$	61,974	$	53,848

Fixed Annuities

Fixed annuities include both deferred and payout contracts. Deferred contracts offer a guaranteed minimum rate of interest and security of the principal invested. Payout contracts guarantee a fixed income payment for life or the term of the contract. The Company generally invests the proceeds from the annuity payments in fixed rate securities. The interest rate risks under these obligations are partially hedged with derivative instruments. These derivatives were intended to be cash flow hedges of interest credited on forecasted sales rather than a hedge of inforce risk. These derivatives consisted of interest rate swaptions with a notional value of $0.8 billion and $1.2 billion at December 31, 2007 and 2006, respectively. Effective January 1, 2007, the Company removed the cash flow hedge designation from its swaptions because they were no longer highly effective. The fair value of these swaptions was $1 million and $2 million at December 31, 2007 and 2006, respectively.

Equity Indexed Annuities

The Index 500 Annuity, the Company’s equity indexed annuity product, is a single premium deferred fixed annuity. The contract is issued with an initial term of seven years and interest earnings are linked to the S&P 500 Index. This annuity has a minimum interest rate guarantee of 3% on 90% of the initial premium, adjusted for any surrenders. The Company generally invests the proceeds from the annuity deposits in fixed rate securities and hedges the equity risk with derivative instruments. The equity component of these annuities is considered an embedded derivative and is accounted for separately. The change in fair value of the embedded derivative reserve is reflected in interest credited to fixed accounts. As a means of economically hedging its obligation under the stock market return provision, the Company purchases and writes index options and enters into futures contracts. The changes in the fair value of these hedge derivatives are included in net investment income. The notional amounts and fair value assets (liabilities) of these options and futures were as follows:

	December 31,
	2007						2006
	Notional			Fair			Notional			Fair
	Amount			Value			Amount			Value
	(in millions)

Purchased options and futures	$	237		$	43		$	271		$	40
Written options and futures	(58		)	(1		)	(67		)	(1		)

Variable Annuities

Purchasers of variable annuities can select from a variety of investment options and can elect to allocate a portion to a fixed account. A vast majority of the premiums received for variable annuity contracts are held in separate accounts where the assets are held for the exclusive benefit of those contractholders.

Most of the variable annuity contracts issued by the Company contain one or more guaranteed benefits, including GMWB, GMAB, GMDB and GGU provisions. GMAB and the non-life contingent benefits associated with GMWB provisions are considered embedded derivatives and are recorded at fair value. The changes in fair values of these embedded derivatives are reflected in benefits, claims, losses and settlement expenses. The negative fair values for GMWB and GMAB at December 31, 2006 reflected that under conditions and expectations at that time, the Company believed the applicable fees charged for the rider would more than offset the future benefits paid to policyholders under the rider provisions. The Company does not currently hedge its risk under the GMDB, GGU and GMIB provisions. The total value of variable annuity contracts with GMWB riders increased from $7.2 billion at December 31, 2006 to $13.1 billion at December 31, 2007. The total value of variable annuity contracts with GMAB riders increased from $1.4 billion at December 31, 2006 to $2.3 billion at December 31, 2007. As a means of economically hedging its obligations under GMWB and GMAB provisions, the Company purchases equity put and call options, enters into interest rate swaps and trades equity futures contracts. The changes in the fair value of these hedge derivatives are included in net investment income. The notional amounts and fair value assets (liabilities) of these options, swaps and futures were as follows:

	December 31,
	2007					2006
	Notional			Fair		Notional			Fair
	Amount			Value		Amount			Value
	(in millions)

Purchased options and futures	$	6,318		$	338	$	1,410		$	171
Interest rate swaps	202			2		359			(1		)
Sold equity futures	(202		)	—		(111		)	—

Insurance Liabilities

VUL/UL is the largest group of insurance policies written by the Company. Purchasers of VUL can select from a variety of investment options and can elect to allocate a portion to a fixed account. A vast majority of the premiums received for VUL contracts are held in separate accounts where the assets are held for the exclusive benefit of those contractholders. The Company also offers term and whole life insurance as well as disability products. The Company no longer offers long term care products but has inforce policies from prior years. Ameriprise Auto & Home Insurance offers auto and home coverage directly to customers and through marketing alliances. Insurance liabilities include accumulation values, unpaid reported claims, incurred but not reported claims and obligations for anticipated future claims.

Threadneedle Investment Liabilities

Threadneedle provides a range of unitized pooled pension funds, which invest in property, stocks, bonds and cash. These funds are part of the long term business fund of Threadneedle’s subsidiary, Threadneedle Pensions Limited. The investments are selected by the clients and are based on the level of risk they are willing to assume. All investment performance, net of fees, is passed through to the investors. The value of the liabilities represents the value of the units in issue of the pooled pension funds.

13. Variable Annuity Guarantees

The majority of the variable annuity contracts offered by the Company contain GMDB provisions. The Company also offers variable annuities with death benefit provisions that gross up the amount payable by a certain percentage of contract earnings, which are referred to as GGU benefits. In addition, the Company offers contracts with GMWB and GMAB provisions. The Company previously offered contracts containing GMIB provisions. The Company has established additional liabilities for the variable annuity death benefits and GMIB provisions and for life contingent benefits associated with GMWB provisions. GMAB and non-life contingent benefits associated with GMWB provisions are considered embedded derivatives and are recorded at fair value.

The variable annuity contracts with GMWB riders typically have account values that are based on an underlying portfolio of mutual funds, the values of which fluctuate based on equity market performance. At issue, the guaranteed amount is equal to the amount deposited, but the guarantee may be increased annually to the account value (a “step-up”) in the case of favorable market performance. The GMWB offered initially guarantees that the client can withdraw 7% per year until the amount withdrawn is equal to the guaranteed amount, regardless of the performance of the underlying funds. In 2006, the Company began offering an enhanced withdrawal benefit that gives policyholders a choice to withdraw 6% per year for the life of the policyholder or 7% per year until the amount withdrawn is equal to the guaranteed amount. In 2007, the Company added a new GMWB benefit design that is available in a joint version that promises 6% withdrawals while either contractholder remains alive. In addition, once withdrawals begin, the policyholder’s funds are moved to one of the three less aggressive asset allocation models (of the five that are available prior to withdrawal).

Variable annuity contract owners age 79 or younger at contract issue can also obtain a principal-back guarantee by purchasing the optional GMAB rider for an additional charge. The GMAB rider guarantees that, regardless of market performance, at the end of the 10 year waiting period, the contract value will be no less than the original investment or 80% of the highest anniversary value, adjusted for withdrawals. If the contract value is less than the guarantee at the end of the 10 year period, a lump sum will be added to the contract value to make the contract value equal to the guarantee value.

The following table provides summary information related to all variable annuity guarantees for which the Company has established additional liabilities:

	December 31,
Variable Annuity Guarantees by Benefit Type⁽¹⁾	2007		2006
	(in millions, except age)

Contracts with GMDB providing for return of premium:
Total contract value	$	25,804	$	17,418
Contract value in separate accounts	$	23,892	$	15,859
Net amount at risk⁽²⁾	$	26	$	13
Weighted average attained age	60		61
Contracts with GMDB providing for six-year reset:
Total contract value	$	20,231	$	23,544
Contract value in separate accounts	$	17,617	$	20,058
Net amount at risk⁽²⁾	$	167	$	227
Weighted average attained age	60		61
Contracts with GMDB providing for one-year ratchet:
Total contract value	$	7,908	$	6,729
Contract value in separate accounts	$	7,143	$	5,902
Net amount at risk⁽²⁾	$	81	$	26
Weighted average attained age	61		61
Contracts with GMDB providing for five-year ratchet:
Total contract value	$	1,211	$	907
Contract value in separate accounts	$	1,163	$	870
Net amount at risk⁽²⁾	$	1	$	—
Weighted average attained age	58		57
Contracts with other GMDB:
Total contract value	$	693	$	586
Contract value in separate accounts	$	639	$	530
Net amount at risk⁽²⁾	$	12	$	11
Weighted average attained age	65		64
Contracts with GGU death benefit:
Total contract value	$	950	$	811
Contract value in separate accounts	$	873	$	730
Net amount at risk⁽²⁾	$	80	$	62
Weighted average attained age	62		62
Contracts with GMIB:
Total contract value	$	927	$	928
Contract value in separate accounts	$	859	$	853
Net amount at risk⁽²⁾	$	18	$	14
Weighted average attained age	62		61
Contracts with GMWB:
Total contract value	$	5,104	$	4,791
Contract value in separate accounts	$	4,980	$	4,761
Benefit amount in excess of account value	$	22	$	—
Weighted average attained age	62		61
Contracts with GMWB for life:
Total contract value	$	7,958	$	2,396
Contract value in separate accounts	$	7,685	$	2,349
Benefit amount in excess of account value	$	33	$	—
Weighted average attained age	62		63
Contracts with GMAB:
Total contract value	$	2,260	$	1,350
Contract value in separate accounts	$	2,205	$	1,340
Benefit amount in excess of account value	$	3	$	—
Weighted average attained age	55		55

⁽¹⁾ Individual variable annuity contracts may have more than one guarantee and therefore may be included in more than one benefit type. Variable annuity contracts for which the death benefit equals account value are not shown in this table.

⁽²⁾ Represents current death benefit less total contract value for GMDB, amount of gross up for GGU and accumulated guaranteed minimum benefit base less total contract value for GMIB and assumes the actuarially remote scenario that all claims become payable on the same day.

Additional liabilities (assets) and incurred claims (adjustments) were:

	Year Ended December 31, 2007
	GMDB
	& GGU		GMIB		GMWB			GMAB
	(in millions)
Liability (asset) balance at January 1	$	26	$	5	$	(12	)	$	(5	)
Reported claims	3		2		—			—
Liability balance at December 31	24		3		136			33
Incurred claims (adjustments) (sum of reported and change in liability (asset))	1		—		148			38

	Year Ended December 31, 2006
	GMDB
	& GGU		GMIB		GMWB			GMAB
	(in millions)
Liability balance at January 1	$	16	$	4	$	9		$	1
Reported claims	8		—		—			—
Liability (asset) balance at December 31	26		5		(12		)	(5		)
Incurred claims (adjustments) (sum of reported and change in liability (asset))	18		1		(21		)	(6		)

The liabilities for guaranteed benefits are supported by general account assets. Changes in these liabilities are included in benefits, claims, losses and settlement expenses.

Contract values in separate accounts were invested in various equity, bond and other funds as directed by the contractholder. No gains or losses were recognized on assets transferred to separate accounts for the periods presented.

14. Customer Deposits

Customer deposits consisted of the following:

	December 31,
	2007			2006
	(in millions)
Fixed rate certificates	$	2,616		$	3,540
Stock market based certificates	1,031			1,041
Stock market embedded derivative reserve	32			48
Other	78			91
Less: accrued interest classified in other liabilities	(23		)	(42		)
Total investment certificate reserves	3,734			4,678
Brokerage deposits	1,100			1,176
Banking deposits	1,367			853
Total	$	6,201		$	6,707

Investment Certificates

The Company offers fixed rate investment certificates primarily in amounts ranging from $1,000 to $1 million with terms ranging from three to 36 months. The Company generally invests the proceeds from these certificates in fixed and variable rate securities. The Company may hedge the interest rate risks under these obligations with derivative instruments. As of December 31, 2007 and 2006, there were no outstanding derivatives to hedge these interest rate risks.

Certain investment certificate products have returns tied to the performance of equity markets. The Company guarantees the principal for purchasers who hold the certificate for the full 52-week term and purchasers may participate in increases in the stock market based on the S&P 500 Index, up to a maximum return. Purchasers can choose 100% participation in the market index up to the cap or 25% participation plus fixed interest with a combined total up to the cap. Current inforce certificates have maximum returns of 6% or 7%. The equity component of these certificates is considered an embedded derivative and is accounted for separately. The change in fair values of the embedded derivative reserve is reflected in banking and deposit interest expense. As a means of economically hedging its obligation under the principal guarantee and stock market return provisions, the Company purchases and writes index options and enters into futures contracts. Changes in the fair value of these hedge derivatives are included in net investment income. The notional amounts and fair value assets (liabilities) of these options and futures were as follows:

	December 31,
	2007						2006
	Notional			Fair			Notional			Fair
	Amount			Value			Amount			Value
	(in millions)

Purchased options and futures	$	903		$	59		$	901		$	104
Written options	(965		)	(27		)	(962		)	(56		)

15. Debt

Debt and the stated interest rates were as follows:

	Outstanding				Stated
	Balance				Interest Rate
	December 31,				December 31,
	2007		2006		2007		2006
	(in millions)
Senior notes due 2010	$	800	$	800	5.4	%	5.4	%
Senior notes due 2015	700		700		5.7		5.7
Junior subordinated notes due 2066	500		500		7.5		7.5
Fixed and floating rate notes due 2011:
Floating rate senior notes	—		84		—		5.9
Fixed rate notes	—		86		—		8.6
Fixed rate senior notes	—		46		—		7.2
Fixed rate notes	—		9		—		13.3
Municipal bond inverse floater certificates due 2021-2036	18		19		3.7		3.9
Total	$	2,018	$	2,244

On November 23, 2005, the Company issued $1.5 billion of unsecured senior notes (“senior notes”) including $800 million of five-year senior notes which mature November 15, 2010 and $700 million of 10-year senior notes which mature November 15, 2015,

and incurred debt issuance costs of $7 million. Interest payments are due semi-annually on May 15 and November 15.

In June 2005, the Company entered into interest rate swap agreements totaling $1.5 billion, which qualified as cash flow hedges related to planned debt offerings. The Company terminated the swap agreements in November 2005 when the senior notes were issued. The related gain on the swap agreements of $71 million was recorded to accumulated other comprehensive income and is being amortized as a reduction to interest expense over the period in which the hedged cash flows are expected to occur. Considering the impact of the hedge credits, the effective interest rates on the senior notes due 2010 and 2015 are 4.8% and 5.2%, respectively.

On May 26, 2006, the Company issued $500 million of unsecured junior subordinated notes (“junior notes”), which mature June 1, 2066, and incurred debt issuance costs of $6 million. For the initial 10-year period, the junior notes carry a fixed interest rate of 7.5% payable semi-annually in arrears on June 1 and December 1. From June 1, 2016 until the maturity date, interest on the junior notes will accrue at an annual rate equal to the three-month LIBOR plus a margin equal to 290.5 basis points, payable quarterly in arrears. The Company has the option to defer interest payments, subject to certain limitations. In addition, interest payments are mandatorily deferred if the Company does not meet specified capital adequacy, net income or shareholders’ equity levels.

The fixed and floating rate notes due 2011 were non-recourse debt of a consolidated CDO, which the Company deconsolidated in the fourth quarter of 2007 after determining it was no longer the primary beneficiary of the structure as a result of the sale of a portion of its interest in the residual and rated debt tranches of the CDO structure.

The municipal bond inverse floater certificates mature at various dates from 2021 through 2036 and are non-recourse debt obligations of a consolidated structured entity supported by a $30 million portfolio of municipal bonds.

On September 30, 2005, the Company obtained an unsecured revolving credit facility for $750 million expiring in September 2010 from various third party financial institutions. Under the terms of the credit agreement, the Company may increase the amount of this facility to $1.0 billion. As of December 31, 2007 and 2006, no borrowings were outstanding under this facility. Outstanding letters of credit issued against this facility were $6 million and $5 million as of December 31, 2007 and 2006, respectively. The Company has agreed under this credit agreement not to pledge the shares of its principal subsidiaries and was in compliance with this covenant as of December 31, 2007 and 2006.

At December 31, 2007, future maturities of debt were as follows:

	(in millions)
2008	$	—
2009	—
2010	800
2011	—
2012	—
Thereafter	1,218
Total future maturities	$	2,018

16. Related Party Transactions

The Company may engage in transactions in the ordinary course of business with significant shareholders or their subsidiaries, between the Company and its directors and officers or with other companies whose directors or officers may also serve as directors or officers for the Company or its subsidiaries. The Company carries out these transactions on customary terms. Other than for the share repurchase from Berkshire Hathaway Inc. and subsidiaries described below, the transactions have not had a material impact on the Company’s consolidated results of operations or financial condition.

Berkshire Hathaway Inc. (“Berkshire”) and subsidiaries owned less than 5% of the Company’s common stock at December 31, 2007 and 2006 and 12% of the Company’s common stock at December 31, 2005. On March 29, 2006, the Company entered into a Stock Purchase and Sale Agreement with Warren E. Buffet and Berkshire to repurchase 6.4 million shares of the Company’s common stock. The repurchase was completed on March 29, 2006 at a price per share equal to the March 29, 2006 closing price of $42.91.

The Company’s executive officers and directors may have transactions with the Company or its subsidiaries involving financial products and insurance services. All obligations arising from these transactions are in the ordinary course of the Company’s business and are on the same terms in effect for comparable transactions with the general public. Such obligations involve normal risks of collection and do not have features or terms that are unfavorable to the Company’s subsidiaries.

The Company has entered into various transactions with American Express in the normal course of business. The Company earned approximately $10 million during the nine months ended September 30, 2005 in revenues from American Express. The Company received approximately $26 million for the nine months ended September 30, 2005 of reimbursements from American Express for the Company’s participation in certain corporate initiatives. As a result of the Separation, the Company determined it appropriate to reflect certain reimbursements previously received from American Express for costs incurred related to certain American Express corporate initiatives as capital contributions rather than reductions to expense amounts. This amount was approximately $26 million for the nine months ended September 30, 2005.

17. Share-Based Compensation

The Company’s share-based compensation plans consist of the amended and restated Ameriprise Financial 2005 Incentive Compensation Plan (the “2005 ICP”) and the Deferred Equity Program for Independent Financial Advisors (“P2 Deferral Plan”).

In accordance with the Employee Benefits Agreement (“EBA”) entered into between the Company and American Express as part of the Distribution, all American Express stock options and restricted stock awards held by the Company’s employees which had not vested on or before December 31, 2005 were substituted with a stock option or restricted stock award issued under the 2005 ICP. All American Express stock options and restricted stock awards held by the Company’s employees that vested on or before December 31, 2005 remained American Express stock options or restricted stock awards. Current taxes payable for 2007 and 2006 were reduced by $15 million

and $35 million, respectively, for tax benefits related to the American Express awards that vested on or before December 31, 2005.

The components of the Company’s share-based compensation expense, net of forfeitures, were as follows:

	Years Ended December 31,
	2007		2006		2005
	(in millions)
Stock options	$	37	$	35	$	22
Restricted stock awards	51		46		33
Restricted stock units⁽¹⁾	55		32		—
Total	$	143	$	113	$	55

⁽¹⁾ Includes expense related to restricted stock units awarded under the 2005 ICP, including the Deferred Compensation Plan, and units awarded under the P2 Deferral Plan.

For the years ended December 31, 2007, 2006, and 2005, the total income tax benefit recognized by the Company related to the share-based compensation expense was $50 million, $39 million and $19 million, respectively.

As of December 31, 2007, there was $174 million of total unrecognized compensation cost related to non-vested awards under the Company’s share-based compensation plans. That cost is expected to be recognized over a weighted-average period of 2.4 years.

Amended and Restated Ameriprise Financial 2005 Incentive Compensation Plan

The 2005 ICP, which was amended and approved by shareholders on April 25, 2007, provides for the grant of cash and equity incentive awards to directors, employees and independent contractors, including stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance shares and similar awards designed to comply with the applicable federal regulations and laws of jurisdiction. Under the 2005 ICP, a maximum of 37.9 million shares may be issued. Of this total, no more than 4.4 million shares may be issued in the future for full value awards, which are awards other than stock options and stock appreciation rights. Shares issued under the 2005 ICP may be authorized and unissued shares or treasury shares.

Stock Options

Stock options granted have an exercise price not less than 100% of the current fair market value of a share of common stock on the grant date and a maximum term of 10 years. Stock options granted generally vest ratably over three to four years. The 2005 ICP provides for accelerated vesting of option awards based on age and length of service. Stock options granted are expensed on a straight-line basis over the option vesting period based on the estimated fair value of the awards on the date of grant using a Black-Scholes option-pricing model.

The following weighted average assumptions were used for stock option grants in 2007, 2006 and 2005:

	2007		2006		2005
Dividend yield	1.0	%	1.0	%	1.0	%
Expected volatility	20	%	27	%	27	%
Risk-free interest rate	4.7	%	4.5	%	4.3	%
Expected life of stock option (years)	4.5		4.5		4.5

The dividend yield assumption assumes the Company’s average dividend payout would continue with no changes. The expected volatility for grants in 2007 was based on historical volatilities experienced by a peer group of companies, the Company’s implied volatility and the Company’s historical stock volatility for the 12 most recent months. The expected volatility for grants in 2006 and 2005 was based on historical and implied volatilities experienced by a peer group of companies and the limited trading experience of the Company’s shares in those years. The risk free interest rate for periods within the expected option life is based on the U.S. Treasury yield curve in effect at the grant date. The expected life of the option is based on experience while the Company was a part of American Express and subsequent experience after the Distribution.

The weighted average grant date fair value for options granted during 2007, 2006 and 2005 was $13.69, $12.08 and $9.61, respectively. The weighted average grant date fair value of American Express options granted to the Company’s employees in 2005 was $12.59 using a Black-Scholes option-pricing model with the assumptions determined by American Express. The Company has compared the pre-distribution fair value of the American Express options as of September 30, 2005 to the post-distribution fair value of the substituted options under the 2005 ICP using the Company’s stock volatility and other applicable assumptions and determined there was no incremental value associated with the substituted awards. Therefore, the grant date fair values as determined while the Company was a part of American Express will be expensed over the remaining vesting periods for those substituted options.

A summary of the Company’s stock option activity is presented below (shares and intrinsic value in millions):

						Weighted
			Weighted			Average
			Average			Remaining	Aggregate
			Exercise			Contractual	Intrinsic
	Shares		Price			Term (Years)	Value
Outstanding at January 1, 2007	12.8		$	34.34
Granted	2.1		58.83
Exercised	(1.3	)	28.40
Forfeited	(0.4	)	40.03
Outstanding at December 31, 2007	13.2		$		38.62	7.5	$	217
Exercisable at December 31, 2007	5.3		$		32.83	6.9	$		119

The intrinsic value of a stock option is the amount by which the fair value of the underlying stock exceeds the exercise price of the option. The total intrinsic value of options exercised was $43 million and $16 million during the years ended December 31, 2007 and 2006, respectively. No options granted under the 2005 ICP were exercised in 2005.

Restricted Stock Awards

Restricted stock awards generally vest ratably over three to four years or at the end of five years. The 2005 ICP provides for accelerated vesting of restricted stock awards based on age and length of service. Compensation expense for restricted stock awards is based on the market price of Ameriprise Financial stock on the date of grant and is amortized on a straight-line basis over the vesting period. Quarterly dividends are

paid on restricted stock, as declared by the Company’s Board of Directors, during the vesting period and are not subject to forfeiture.

Certain advisors receive a portion of their compensation in the form of restricted stock awards which are subject to forfeiture based on future service requirements. The Company provides a match of these restricted stock awards equal to one half of the restricted stock awards earned.

A summary of the Company’s restricted stock award activity is presented below (shares in millions):

			Weighted
			Average
			Grant Date
	Shares		Fair Value
Non-vested shares at January 1, 2007	3.7		$	36.50
Granted	1.0		58.89
Vested	(1.3	)	32.65
Forfeited	(0.3	)	41.11
Non-vested shares at December 31, 2007	3.1		$	44.48

The fair value of restricted stock vested during the years ended December 31, 2007 and 2006 was $75 million and $51 million, respectively.

Restricted Stock Units

In 2005, the Company awarded bonuses to advisors under an advisor and incentive bonus program called the Transition and Opportunity Bonus (“T&O Bonus”). The bonuses were converted to 2.0 million share-based awards under the 2005 ICP effective as of the vesting date of January 1, 2006. These awards will be issued in three annual installments beginning in 2006 in the form of Ameriprise Financial common stock. Separation costs of $82 million were recognized during the year ended December 31, 2005 for these bonuses. The number of restricted stock units granted was based on the T&O Bonus earned. Advisors do not have the rights of shareholders with respect to the restricted stock units held until the shares are settled for common stock. Quarterly dividend equivalent payments are made on restricted stock units during the vesting period and are not subject to forfeiture.

The 2005 ICP provides for the grant of deferred share units to non-employee directors of the Company. The director awards are fully vested upon issuance. The deferred share units are settled for Ameriprise Financial common stock upon the director’s termination of service.

There were 0.9 million restricted stock units outstanding and vested as of December 31, 2007.

Deferred Compensation Plan

The Deferred Compensation Plan (“DCP”) gives certain employees the choice to defer a portion of their bonus, which can be invested in investment options as provided by the DCP, including the Ameriprise Financial Stock Fund. The Company provides a match if the participant deferrals are invested in the Ameriprise Financial Stock Fund. Participant deferrals vest immediately and the Company match vests after three years. Distributions are made in cash for which the Company has recorded a liability, or shares of the Company’s common stock for the portion of the deferral invested in the Ameriprise Financial Stock Fund and the related Company match, for which the Company has recorded in equity. Compensation expense related to the Company match is recognized on a straight-line basis over the vesting period. For the year ended December 31, 2007, the Company recorded expense of $1 million related to the Company’s match under the DCP. The participant deferrals are expensed when incurred. As of December 31, 2007 and 2006, the liability balance related to the DCP was $55 million and $60 million, respectively. There were 0.1 million units outstanding and vested under the DCP as of December 31, 2007.

Deferred Equity Program for Independent Financial Advisors

The P2 Deferral Plan, adopted as of September 30, 2005, gives certain advisors the choice to defer a portion of their commissions in the form of share-based awards, which are subject to forfeiture based on future service requirements. The Company provides a match of the share-based awards. The P2 Deferral Plan allows for the grant of share-based awards of up to 2.5 million shares of common stock.

The number of units awarded is based on the performance measures, deferral percentage and the market value of Ameriprise Financial common stock on the deferral date as defined by the plan. As independent financial advisors are not employees of the Company, the awards are expensed based on the stock price of the Company’s common stock up to the vesting date. The share-based awards generally vest ratably over four years, beginning on January 1 of the year following the plan year in which the bonus was awarded. The P2 Deferral Plan allows for accelerated vesting of the share-based awards based on age and years as an advisor. Commission expense is recognized on a straight-line basis over the vesting period. For the years ended December 31, 2007 and 2006, share-based expense related to restricted stock units included $52 million and $31 million, respectively, for share-based awards under the P2 Deferral Plan.

As of December 31, 2007, there were approximately 2.1 million units outstanding under the P2 Deferral Plan, of which approximately 1.2 million were fully vested.

18. Shareholders’ Equity and Related Regulatory Requirements

Restrictions on the transfer of funds exist under regulatory requirements applicable to certain of the Company’s subsidiaries. At December 31, 2007, the aggregate amount of unrestricted net assets was approximately $2.3 billion.

The National Association of Insurance Commissioners (“NAIC”) defines Risk-Based Capital (“RBC”) requirements for insurance companies. The RBC requirements are used by the NAIC and state insurance regulators to identify companies that merit regulatory actions designed to protect policyholders. These requirements apply to both the Company’s life and property casualty insurance companies. In addition, IDS Property Casualty is subject to the statutory surplus requirements of the State of Wisconsin. The Company has met its minimum RBC requirements.

State insurance statutes also contain limitations as to the amount of dividends and distributions that insurers may make without providing prior notification to state regulators. For RiverSource Life Insurance Company (“RiverSource Life”), the limitation is based on the greater of the previous year’s statutory net gain from

operations or 10% of the previous year-end statutory capital and surplus, as prescribed by the insurance laws of the State of Minnesota. Dividends or distributions, whose fair market value, together with that of other dividends or distributions made within the preceding 12 months, exceeds this statutory limitation, are referred to as “extraordinary dividends,” require advance notice to the Minnesota Department of Commerce, RiverSource Life’s primary regulator, and are subject to their potential disapproval.

Ameriprise Certificate Company (“ACC”) is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”). ACC markets and sells investment certificates to clients. ACC is subject to various capital requirements under the 1940 Act, laws of the State of Minnesota and understandings with the Securities and Exchange Commission (“SEC”) and the Minnesota Department of Commerce. The terms of the investment certificates issued by ACC and the provisions of the 1940 Act also require the maintenance by ACC of qualified assets. Under the provisions of its certificates and the 1940 Act, ACC was required to have qualified assets (as that term is defined in Section 28(b) of the 1940 Act) in the amount of $3.7 billion and $4.7 billion at December 31, 2007 and 2006, respectively. ACC had qualified assets of $4.0 billion and $5.1 billion at December 31, 2007 and 2006, respectively.

Threadneedle’s required capital is based on the requirements specified by the United Kingdom’s regulator, the Financial Services Authority, under its Capital Adequacy Requirements for asset managers.

The Company has four broker-dealer subsidiaries, American Enterprise Investment Services (“AEIS”), Ameriprise Financial Services, Inc. (“AFSI”), Securities America, Inc. (“SAI”) and RiverSource Distributors, Inc. (“RSD”). The broker-dealers are subject to the net capital requirements of the Financial Industry Regulatory Authority (“FINRA”) and the Uniform Net Capital requirements of the SEC under Rule 15c3-1 of the Securities Exchange Act of 1934.

Ameriprise Trust Company is subject to capital adequacy requirements under the laws of the State of Minnesota as enforced by the Minnesota Department of Commerce.

The initial capital of Ameriprise Bank, per Federal Deposit Insurance Corporation policy, should be sufficient to provide a Tier 1 capital to assets leverage ratio of not less than 8% throughout its first three years of operation. For purposes of completing the bank’s regulatory reporting, the Office of Thrift Supervision (“OTS”) requires Ameriprise Bank to maintain a Tier 1 (core) capital requirement based upon 4% of total assets adjusted per the OTS, and total risk-based capital based upon 8% of total risk-weighted assets. The OTS also requires Ameriprise Bank to maintain minimum ratios of Tier 1 and total capital to risk-weighted assets, as well as Tier 1 capital to adjusted total assets and tangible capital to adjusted total assets. Under OTS regulations, Ameriprise Bank is required to have a leverage ratio of core capital to adjusted total assets of at least 4%, a Tier 1 risk-based capital ratio of at least 4%, a total risk-based ratio of at least 8% and a tangible capital ratio of at least 1.5%.

Government debt securities of $7 million and $18 million at December 31, 2007 and 2006, respectively, held by the Company’s life insurance subsidiaries were on deposit with various states as required by law and satisfied legal requirements.

19. Fair Value of Financial Instruments

The fair values of financial instruments are estimates based upon market conditions and perceived risks at December 31, 2007 and 2006 and require management judgment to estimate such values. These figures may not be indicative of future fair values. Additionally, management believes the value of excluded assets and liabilities is significant. The fair value of the Company, therefore, cannot be estimated by aggregating the amounts presented herein. The following table discloses carrying values and fair values of financial instruments:

December 31,

2007

2006

Carrying

Fair

Carrying

Fair

Value

(in millions)

Financial Assets

Assets for which carrying values approximate fair values

95,321

90,860

Commercial mortgage loans, net

3,097

3,076

3,056

3,150

Other investments

291

289

252

260

Financial Liabilities

Liabilities for which carrying values approximate fair values

2,482

1,942

Fixed account reserves

18,622

18,076

21,626

20,981

Separate account liabilities

55,668

53,291

48,076

46,185

Investment certificate reserves

3,734

3,732

4,678

4,672

Debt

2,018

2,025

2,244

2,229

Financial Assets

Assets for which carrying values approximate fair values include cash and cash equivalents, restricted and segregated cash, consumer banking loans, brokerage margin loans, Available-for-Sale securities, trading securities, separate account assets, derivative assets and certain other assets. Generally these assets are either short-term in duration, variable rate in nature or are recorded at fair value on the Consolidated Balance Sheets.

The fair value of commercial mortgage loans, except those with significant credit deterioration, were estimated using discounted cash flow analysis, based on current interest rates for loans with similar terms to borrowers of similar credit quality. For loans with significant credit deterioration, fair values were based on estimates of future cash flows discounted at rates commensurate with the risk inherent in the revised cash flow projections or, for collateral dependent loans, on collateral value.

Other investments include the Company’s interest in syndicated loans, which are carried at amortized cost less allowance for losses. Fair values were based on quoted market prices.

Financial Liabilities

Liabilities for which carrying values approximate fair values primarily include banking and brokerage customer deposits and derivative liabilities. Generally these liabilities are either short-term in duration, variable rate in nature or are recorded at fair value on the Consolidated Balance Sheets.

Fair values of fixed annuities in deferral status were estimated as the accumulated value less applicable surrender charges. For annuities in payout status, fair value was estimated using discounted cash flows based on current interest rates. The fair value of these reserves excluded life insurance-related elements of $1.5 billion as of both December 31, 2007 and 2006. If the fair value of the fixed annuities were realized, the write-off of DAC and DSIC would be $308 million and $422 million as of December 31, 2007 and 2006, respectively.

Fair values of separate account liabilities, excluding life insurance-related elements of $6.3 billion and $5.8 billion as of December 31, 2007 and 2006, respectively, were estimated as the accumulated value less applicable surrender charges. If the fair value of the separate account liabilities were realized, the surrender charges received would be offset by the write-off of the DAC and DSIC associated with separate account liabilities of $2.5 billion and $2.3 billion as of December 31, 2007 and 2006, respectively.

For variable rate investment certificates that reprice within a year, fair value approximated carrying value. For other investment certificates, fair value was estimated using discounted cash flows based on current interest rates. The valuations were reduced by the amount of applicable surrender charges.

The fair values of the senior notes, junior notes and non-recourse debt of a consolidated CDO were estimated using quoted market prices. In 2007, the Company deconsolidated the CDO as a result of the sale of a portion of its interest in the CDO structure. The fair value approximated carrying value for the non-recourse debt of a consolidated structured entity.

20. Retirement Plans and Profit Sharing Arrangements

The Company’s EBA with American Express allocated certain liabilities and responsibilities relating to employee compensation and benefit plans and programs and other related matters in connection with the Distribution, including the general treatment of outstanding American Express equity awards, certain outstanding annual and long term incentive awards, existing deferred compensation obligations and certain retirement and welfare benefit obligations. As of the date of the Distribution, Ameriprise Financial generally assumed, retained and became liable for all wages, salaries, welfare, incentive compensation and employee-related obligations and liabilities for all of its current and former employees. The EBA also provided for the transfer of qualified plan assets and transfer of liabilities relating to the pre-distribution participation of Ameriprise Financial’s employees in American Express’ various retirement, welfare and employee benefit plans from such plans to the applicable plans Ameriprise Financial adopted for the benefit of its employees.

Defined Benefit Plans

Pension Plans

The Company’s employees in the United States are eligible to participate in the Ameriprise Financial Retirement Plan (the “Retirement Plan”), a noncontributory defined benefit plan which is a qualified plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), under which the cost of retirement benefits for eligible employees in the United States is measured by length of service, compensation and other factors and is currently being funded through a trust. Funding of retirement costs for the Retirement Plan complies with the applicable minimum funding requirements specified by ERISA. The Retirement Plan is a cash balance plan by which the employees’ accrued benefits are based on notional account balances, which are maintained for each individual. Each pay period these balances are credited with an amount equal to a percentage (determined by an employee’s age plus service) of compensation as defined by the Retirement Plan (which includes, but is not limited to, base pay, certain incentive pay and commissions, shift differential, overtime and transition pay). Employees’ balances are also credited daily with a fixed rate of interest that is updated each January 1 and is based on the average of the daily five-year U.S. Treasury Note yields for the previous October 1 through November 30, with a minimum crediting rate of 5%. Employees have the option to receive annuity payments or a lump sum payout at vested termination or retirement.

In addition, the Company sponsors an unfunded non-qualified Supplemental Retirement Plan (the “SRP”) for certain highly compensated employees to replace the benefit that cannot be provided by the Retirement Plan due to Internal Revenue Service limits. The SRP generally parallels the Retirement Plan but offers different payment options.

Most employees outside the United States are covered by local retirement plans, some of which are funded, while other employees receive payments at the time of retirement or termination under applicable labor laws or agreements.

Pursuant to the EBA described previously, the liabilities and plan assets associated with the American Express Retirement Plan,

Supplemental Retirement Plan and a retirement plan including employees from Threadneedle were split. The split resulted in an allocation of unrecognized net losses to the surviving plans administered separately by the Company and American Express in proportion to the projected benefit obligations of the surviving plans. As a result of this allocation, the Company recorded additional pension liability in 2006 and 2005 of $5 million and $32 million, respectively.

The components of the net periodic pension cost for all pension plans were as follows:

	Years Ended December 31,
	2007			2006			2005
	(in millions)
Service cost	$	37		$	38		$	34
Interest cost	22			20			17
Expected return on plan assets	(21		)	(18		)	(19		)
Amortization of prior service cost	(2		)	(2		)	(2		)
Recognized net actuarial loss	1			1			1
Settlement loss	—			—			1
Other	(2		)	—			—
Net periodic pension benefit cost	$	35		$	39		$	32

The prior service costs are amortized on a straight-line basis over the average remaining service period of active participants. Actuarial gains and losses in excess of 10% of the greater of the projected benefit obligation or the market-related value of assets are amortized on a straight line basis over the expected average remaining service period of active participants.

The Company measures the obligations and related asset values for its pension plans annually as of September 30. Effective December 31, 2008, the Company will measure plan assets and benefit obligations as of the date of the balance sheet as required by SFAS 158.

The following tables provide a reconciliation of the changes in the benefit obligation and fair value of assets for the pension plans:

	2007			2006
	(in millions)
Benefit obligation, October 1 of prior year	$	356		$	325
Service cost	37			38
Interest cost	22			19
Plan amendments	1			—
Benefits paid	(7		)	(7		)
Actuarial gain	(12		)	(5		)
Settlements	(25		)	(18		)
Foreign currency rate changes	—			4
Benefit obligation at September 30	$	372		$	356

	2007			2006
	(in millions)
Fair value of plan assets, October 1 of prior year	$	275		$	244
Actual return on plan assets	50			27
Employer contributions	16			26
Benefits paid	(7		)	(7		)
Settlements	(25		)	(18		)
Foreign currency rate changes	—			3
Fair value of plan assets at September 30	$	309		$	275

The following table provides the amounts recognized in the Consolidated Balance Sheets, which equal the funded status of the Company’s pension plans:

	December 31,
	2007			2006
	(in millions)
Benefit liability	$	(77	)	$	(85	)
Benefit asset	14			4
Net amount recognized	$	(63	)	$	(81	)

The Company complies with the minimum funding requirements in all countries.

The amounts recognized in accumulated other comprehensive income (net of tax) that arose as of December 31, 2007, but were not recognized as components of net periodic benefit cost included an unrecognized actuarial gain of $19 million and an unrecognized prior service credit of $1 million. The estimated amounts that will be amortized from accumulated other comprehensive income (net of tax) into net periodic benefit cost in 2008 include an actuarial loss of nil and a prior service credit of $1 million.

The accumulated benefit obligation for all pension plans as of September 30, 2007 and 2006 was $292 million and $285 million, respectively. The accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations that exceeded the fair value of plan assets were as follows:

	September 30,
	2007		2006
	(in millions)
Accumulated benefit obligation	$	31	$	31
Fair value of plan assets	—		—

The projected benefit obligation and fair value of plan assets for pension plans with projected benefit obligations that exceeded the fair value of plan assets were as follows:

	September 30,
	2007		2006
	(in millions)
Projected benefit obligation	$	325	$	318
Fair value of plan assets	249		233

The weighted average assumptions used to determine benefit obligations for pension plans were as follows:

	2007		2006
Discount rates	6.2	%	5.7	%
Rates of increase in compensation levels	4.2		4.1

The weighted average assumptions used to determine net periodic benefit cost for pension plans were as follows:

	2007		2006		2005
Discount rates	5.7	%	5.5	%	5.7	%
Rates of increase in compensation levels	4.1		4.4		4.4
Expected long term rates of return on assets	8.2		8.2		8.2

In developing the 2007 expected long term rate of return assumption, management evaluated input from an external consulting firm, including their projection of asset class return expectations, and long term inflation assumptions. The Company also considered the historical returns on the plans’ assets.

The asset allocation for the Company’s pension plans at September 30, 2007 and 2006, and the target allocation for 2008, by asset category, are below. Actual allocations will generally be within 5% of these targets.

	Target		Percentage of
	Allocation		Plan Assets
	2008		2007		2006
Equity securities	75	%	73	%	74	%
Debt securities	23		25		24
Other	2		2		2
Total	100	%	100	%	100	%

The Company invests in an aggregate diversified portfolio to minimize the impact of any adverse or unexpected results from a security class on the entire portfolio. Diversification is interpreted to include diversification by asset type, performance and risk characteristics and number of investments. Asset classes and ranges considered appropriate for investment of the plans’ assets are determined by each plan’s investment committee. The asset classes typically include domestic and foreign equities, emerging market equities, domestic and foreign investment grade and high-yield bonds and domestic real estate.

The Company’s retirement plans expect to make benefit payments to retirees as follows:

	(in millions)
2008	$	28
2009	26
2010	27
2011	31
2012	30
2013-2017	154

The Company expects to contribute $23 million to its pension plans in 2008.

Other Postretirement Benefits

The Company sponsors defined benefit postretirement plans that provide health care and life insurance to retired U.S. employees. Net periodic postretirement benefit costs were $2 million in each of 2007, 2006 and 2005.

The following table provides a reconciliation of the changes in the defined postretirement benefit plan obligation:

	2007			2006
	(in millions)
Benefit obligation, October 1 of prior year	$	30		$	32
Interest cost	2			2
Benefits paid	(7		)	(12		)
Participant contributions	6			6
Actuarial (gain) loss	(6		)	2
Benefit obligation at September 30	$	25		$	30

The recognized liabilities for the Company’s defined postretirement benefit plans are unfunded. At December 31, 2007 and 2006, the recognized liabilities were $24 million and $30 million, respectively. At December 31, 2007 and 2006, the funded status of the Company’s postretirement benefit plans was equal to the net amount recognized in the Consolidated Balance Sheet.

The amounts recognized in accumulated other comprehensive income (net of tax) that arose as of December 31, 2007 but were not recognized as components of net periodic benefit cost included an unrecognized actuarial gain of $4 million and an unrecognized prior service credit of $1 million. The estimated amount that will be amortized from accumulated other comprehensive income (net of tax) into net periodic benefit cost in 2008 is approximately $1 million.

The weighted average assumptions used to determine benefit obligations for other postretirement benefits were as follows:

	2007		2006
Discount rates	6.2	%	5.9	%
Healthcare cost increase rates:
Following year	9.0		9.5
Decreasing to the year 2016	5.0		5.0

A one percentage-point change in the assumed healthcare cost trend rates would not have a material effect on the Company’s postretirement benefit obligation or net periodic postretirement benefit costs.

The defined postretirement benefit plans expect to make benefit payments to retirees as follows:

	(in millions)
2008	$	3
2009	3
2010	3
2011	2
2012	2
2013-2017	11

The Company expects to contribute $3 million to its defined benefit postretirement plans in 2008.

Defined Contribution Plan

In addition to the plans described previously, certain Company employees participate in the Ameriprise Financial 401(k) Plan (the “401(k) Plan”). The 401(k) Plan allows qualified employees to make contributions through payroll deductions up to IRS limits and invest their contributions in one or more of the 401(k) Plan investment options, which include the Ameriprise Financial Stock Fund. The Company matches 100% of the first 3% of base salary an employee contributes on a pre-tax or Roth 401(k) basis each pay period. The Company may also make annual discretionary variable match contributions, which replaced the discretionary profit sharing contributions effective January 1, 2007. The final profit sharing contribution was made in March 2007 for the 2006 plan year. The variable match contributions are based primarily on the performance of the Company. In addition, the Company makes a contribution equal to 1% of base salary each pay period. This contribution is automatically invested in the Ameriprise Financial Stock Fund, which invests

primarily in the Company’s common stock, and can be redirected at any time into other 401(k) Plan investment options.

Under the 401(k) Plan, employees become eligible for all contributions under the plan on the first pay period following 60 days of service. Employees must be employed on the last working day of the year to receive the Company’s variable match contributions. For plan years beginning in 2007, fixed and variable match contributions and stock contributions vest on a five-year graded schedule of 20% per year of service. For plan years 2006 and prior, match and stock contributions vested immediately. Profit sharing contributions for plan years 2006 and prior generally vest after five years of service. The Company’s defined contribution plan expense was $33 million, $34 million and $34 million in 2007, 2006 and 2005, respectively.

Threadneedle Profit Sharing Arrangements

On an annual basis, Threadneedle employees are eligible for two profit sharing arrangements: (i) a profit sharing plan for all employees based on individual performance criteria, and (ii) an equity participation plan (“EPP”) for certain key personnel.

This employee profit sharing plan provides for profit sharing of 30% based on an internally defined recurring pretax operating income measure for Threadneedle, which primarily includes pretax income related to investment management services and investment portfolio income excluding gains and losses on asset disposals, certain reorganization expenses, equity participation plan expenses and other non-recurring expenses. Compensation expense related to the employee profit sharing plan was $84 million, $75 million and $60 million in 2007, 2006 and 2005, respectively.

The EPP is a cash award program for certain key personnel who are granted awards based on a formula tied to Threadneedle’s financial performance. The EPP provides for 50% vesting after three years and 50% vesting after four years, with required cash-out after five years. All awards are settled in cash, based on a value as determined by an annual independent valuation of Threadneedle’s fair market value. The value of the award is recognized as compensation expense evenly over the vesting periods. However, each year’s EPP expense is adjusted to reflect Threadneedle’s current valuation. Increases in value of vested awards are expensed immediately. Increases in the value of unvested shares are amortized over the remaining vesting periods. Compensation expense related to the EPP was $42 million, $48 million and $47 million for the years ended December 31, 2007, 2006 and 2005, respectively.

21. Derivatives and Hedging Activities

Derivative financial instruments enable the Company to manage its exposure to various market risks. The value of such instruments is derived from an underlying variable or multiple variables, including equity, foreign exchange and interest rate indices or prices. The Company does not engage in any derivative instrument trading activities other than as it relates to holdings in consolidated hedge funds. Credit risk associated with the Company’s derivatives is limited to the risk that a derivative counterparty will not perform in accordance with the terms of the contract. To mitigate such risk, counterparties are all required to be preapproved. Additionally, the Company may, from time to time, enter into master netting agreements wherever practical. As of December 31, 2007 and 2006, the total net fair values, excluding accruals, of derivative assets were $443 million and $331 million, respectively, and derivative liabilities were $14 million and $89 million, respectively. The net notional amount of derivatives as of December 31, 2007 was $6.4 billion, consisting of $8.5 billion purchased and $2.1 billion written.

Cash Flow Hedges

The Company uses interest rate derivative products, primarily swaps and swaptions, to manage funding costs related to the Company’s debt and fixed annuity businesses. The interest rate swaps are used to hedge the exposure to interest rates on the forecasted interest payments associated with debt issuances. The Company uses interest rate swaptions to hedge the risk of increasing interest rates on forecasted fixed premium product sales.

The following is a summary of net unrealized derivatives gains (losses) related to cash flow hedging activity, net of tax:

	Years Ended December 31,
	2007			2006			2005
	(in millions)
Net unrealized derivatives gains (losses) at January 1	$	(1	)	$	6		$	(28	)
Holding gains (losses), net of tax of nil, $2 and $20, respectively	(1		)	(4		)	36
Reclassification of realized gains, net of tax of $2, $2 and $1, respectively	(4		)	(3		)	(1		)
Net realized derivatives losses related to discontinued operations, net of tax of nil, nil and $1, respectively	—			—			(1		)
Net unrealized derivatives gains (losses) at December 31	$	(6	)	$	(1	)	$	6

At December 31, 2007, the Company expects to reclassify $4 million of net pretax gains on derivative instruments from accumulated other comprehensive income (loss) to earnings during the next 12 months. The $4 million net pretax gain is made up of an $8 million amortization of deferred gain related to interest rate swaps that will be recorded as a reduction to interest expense, partially offset by a $4 million amortization of deferred expense related to interest rate swaptions that will be recorded in net investment income. If a hedge designation is removed or a hedge is terminated prior to maturity, the amount previously recorded in accumulated other comprehensive income (loss) may be recognized into earnings over the period that the hedged item impacts earnings. For any hedge relationships that are discontinued because the forecasted transaction is not expected to occur according to the original strategy, any related amounts previously recorded in accumulated other comprehensive income (loss) are recognized in earnings immediately. Effective January 1, 2007, the Company removed the cash flow hedge designation from its swaptions because the swaptions were no longer highly effective. Accordingly, all changes in the fair value of the swaptions are recorded directly to earnings. The removal of the cash flow designation did not cause any amounts in accumulated other comprehensive income (loss) to be reclassified into earnings because the forecasted transactions being hedged are still likely to occur. There were no cash flow hedges for which hedge accounting was terminated for these reasons during 2006 or 2005. No hedge relationships were discontinued during the years ended December 31, 2007, 2006 and 2005

due to forecasted transactions no longer expected to occur according to the original hedge strategy.

Currently, the longest period of time over which the Company is hedging exposure to the variability in future cash flows is 28 years and relates to forecasted debt interest payments. For the years ended December 31, 2007, 2006 and 2005, there were $2 million, $4 million and $2 million, respectively, in losses on derivative transactions or portions thereof that were ineffective as hedges, excluded from the assessment of hedge effectiveness or reclassified into earnings as a result of the discontinuance of cash flow hedges.

Hedges of Net Investment in Foreign Operations

The Company designates foreign currency derivatives, primarily forward agreements, as hedges of net investments in certain foreign operations. For the years ended December 31, 2007, 2006 and 2005, the net amount of gains (losses) related to the hedges included in foreign currency translation adjustments was $(10) million, $(60) million and $39 million, respectively, net of tax. The related amounts due to or from counterparties are included in other liabilities or other assets.

Derivatives Not Designated as Hedges

The Company has economic hedges that either do not qualify or are not designated for hedge accounting treatment. The fair value assets (liabilities) of these purchased and written derivatives were as follows:

	December 31,
	2007					2006
	Purchased		Written			Purchased		Written
	(in millions)
Equity indexed annuities	$	43	$	(1	)	$	40	$	(1	)
Stock market certificates	59		(27		)	104		(56		)
GMWB and GMAB	340		—			170		—
Management fees	—		—			15		—
Total⁽¹⁾	$	442	$	(28	)	$	329	$	(57	)

⁽¹⁾ Exchange traded equity swaps and futures contracts are settled daily by exchanging cash with the counterparty and gains and losses are reported in earnings. Accordingly, there are no amounts on the Consolidated Balance Sheets related to these contracts.

Certain annuity and investment certificate products have returns tied to the performance of equity markets. As a result of fluctuations in equity markets, the amount of expenses incurred by the Company related to equity indexed annuities and stock market certificate products will positively or negatively impact earnings. As a means of economically hedging its obligations under the provisions of these products, the Company writes and purchases index options and occasionally enters into futures contracts. Purchased options used in conjunction with these products are reported in other assets and written options are included in other liabilities. Additionally, certain annuity products contain GMWB or GMAB provisions, which guarantee the right to make limited partial withdrawals each contract year regardless of the volatility inherent in the underlying investments or guarantee a minimum accumulation value of considerations received at the beginning of the contract period, after a specified holding period, respectively. The GMAB and the non-life contingent benefits associated with GMWB provisions are considered embedded derivatives and are valued each period by estimating the present value of future benefits less applicable fees charged for the riders using actuarial models, which simulate various economic scenarios. The Company economically hedges the exposure related to GMWB and GMAB provisions using various equity futures, equity options, and interest rate swaps. The premium associated with certain of these options is paid semi-annually over the life of the option contract. As of December 31, 2007, the remaining payments the Company is scheduled to make for these options total $313 million through December 31, 2022.

The Company earns fees from the management of equity securities in variable annuities, variable insurance, its own mutual funds and other managed assets. The amount of fees is generally based on the value of the portfolios, and thus is subject to fluctuation with the general level of equity market values. To reduce the sensitivity of the Company’s fee revenues to the general performance of equity markets, the Company from time to time enters into various combinations of financial instruments such as equity market put and collar options that mitigate the negative effect on fees that would result from a decline in the equity markets.

The Company enters into financial futures and equity swaps to manage its exposure to price risk arising from seed money investments made in proprietary mutual funds for which the related gains and losses are recorded currently in earnings. The futures contracts generally mature within four months and the related gains and losses are reported currently in earnings. As of December 31, 2007 and 2006, the fair value of the financial futures and equity swaps was not significant.

The Company enters into foreign exchange forward contracts to hedge its exposure to certain receivables and obligations denominated in non-functional currencies. In addition, the Company began entering into forward currency contracts during the first quarter of 2007 to manage its exposure to foreign exchange fluctuations on income from foreign operations. The forward contracts generally have maturities ranging from several months up to one year and gains and losses are reported in earnings. As of December 31, 2007 the fair value of the forward contracts was not significant.

Embedded Derivatives

The equity component of the equity indexed annuity and stock market investment certificate product obligations are considered embedded derivatives. Additionally, certain annuities contain GMAB and non-life contingent GMWB provisions, which are also considered embedded derivatives. The fair value of embedded derivatives for annuity related products are included in future policy benefits and claims, whereas the fair value of the stock market investment certificate embedded derivative is included in customer deposits. The changes in fair value of the equity indexed annuity and investment certificate embedded derivatives are reflected in interest credited to fixed accounts and in banking and deposit interest expense, respectively. The changes in fair values of the GMWB and GMAB embedded derivatives are reflected in benefits, claims, losses and settlement expenses. At December 31, 2007 and 2006, the total fair value of these instruments, excluding the host contract and a liability for life contingent GMWB benefits of $2 million and nil, respectively, was a net liability of $252 million and $80 million, respectively.

The Company has also recorded derivative liabilities for the fair value of call features embedded in certain fixed-rate corporate debt investments. These liabilities were $8 million and $7 million at December 31, 2007 and 2006, respectively. The change in fair values of these calls is reflected in net investment income.

22. Income Taxes

The components of income tax provision on income from continuing operations were as follows:

	Years Ended December 31,
	2007			2006			2005
	(in millions)
Current income tax:
Federal	$	137		$	84		$	121
State and local	(5		)	19			17
Foreign	45			39			15
Total current income tax	177			142			153
Deferred income tax:
Federal	34			51			36
State and local	—			(16		)	—
Foreign	(9		)	(11		)	(2		)
Total deferred income tax	25			24			34
Total income tax provision	$	202		$	166		$	187

The geographic sources of pretax income from continuing operations were as follows:

	Years Ended December 31,
	2007		2006		2005
	(in millions)
United States	$	888	$	705	$	687
Foreign	128		92		58
Total	$	1,016	$	797	$	745

The principal reasons that the aggregate income tax provision is different from that computed by using the U.S. statutory rate of 35% are as follows:

	Years Ended December 31,
	2007		2006		2005
Tax at U.S. statutory rate	35.0	%	35.0	%	35.0	%
Changes in taxes resulting from:
Dividend exclusion	(5.2	)	(5.4	)	(5.7	)
Tax-exempt interest income	(1.3	)	(1.5	)	(1.4	)
Tax credits	(6.6	)	(6.4	)	(8.3	)
State taxes, net of federal benefit	(0.3	)	0.2		1.4
Taxes applicable to prior years	—		—		2.7
Other, net	(1.7	)	(1.1	)	1.4
Income tax provision	19.9	%	20.8	%	25.1	%

The Company’s effective income tax rate decreased to 19.9% in 2007 from 20.8% in 2006 primarily due to the impact of a $16 million tax benefit related to the finalization of certain income tax audits and a $19 million tax benefit relating to the Company’s plan to begin repatriating earnings of certain Threadneedle entities through dividends partially offset by lower levels of tax advantaged items relative to the level of pretax income.

Accumulated earnings of certain foreign subsidiaries, which totaled $169 million at December 31, 2007, are intended to be permanently reinvested outside the United States. Accordingly, U.S. federal taxes, which would have aggregated $22 million, have not been provided on those earnings.

Deferred income tax assets and liabilities result from temporary differences between the assets and liabilities measured for GAAP reporting versus income tax return purposes. The significant components of the Company’s deferred income tax assets and liabilities were as follows:

	December 31,
	2007		2006
	(in millions)
Deferred income tax assets:
Liabilities for future policy benefits and claims	$	1,212	$	1,146
Investment impairments and write-downs	77		87
Deferred compensation	185		164
Unearned revenues	29		40
Net unrealized losses on Available-for-Sale securities	83		104
Accrued liabilities	64		121
Investment related	119		154
Net operating loss and tax credit carryforwards	182		—
Other	70		107
Gross deferred income tax assets	2,021		1,923

Deferred income tax liabilities:
Deferred acquisition costs	1,313		1,317
Deferred sales inducement costs	179		158
Depreciation expense	171		141
Intangible assets	104		105
Other	134		108
Gross deferred income tax liabilities	1,901		1,829
Net deferred income tax assets	$	120	$	94

The Company is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. Included in deferred tax assets is a significant deferred tax asset relating to capital losses that have been recognized for financial statement purposes but not yet for tax return purposes. Under current U.S. federal income tax law, capital losses generally must be used against capital gain income within five years of the year in which the capital losses are recognized for tax purposes. Based on analysis of the Company’s tax position, management believes it is more likely than not that the results of future operations and implementation of tax planning strategies will generate sufficient taxable income to enable the Company to utilize all of its deferred tax assets. Accordingly, no valuation allowance for deferred tax assets has been established as of December 31, 2007 and 2006.

Included in the Company’s deferred income tax assets are net operating loss carryforwards of $53 million which will expire December 31, 2025 and 2026 as well as tax credit carryforwards of $129 million which will expire December 31, 2025, 2026 and 2027.

Effective January 1, 2007, the Company adopted the provisions of FIN 48. As a result of the implementation of FIN 48 the Company

recognized a $4 million increase in the liability for unrecognized tax benefits, which was accounted for as a reduction to the January 1, 2007 balance of retained earnings.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Year Ended
	December 31, 2007
	(in millions)
Balance at January 1, 2007	$	113
Additions based on tax positions related to the current year	42
Additions for tax positions of prior years	56
Reductions for tax positions of prior years	(45		)
Settlements	(2		)
Balance at December 31, 2007	$	164

If recognized, approximately $57 million and $84 million, net of federal tax benefits, of the unrecognized tax benefits as of January 1, 2007 and December 31, 2007, respectively, would affect the effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of the income tax provision. The Company recognized a net reduction of $4 million in interest and penalties for the year ended December 31, 2007. The Company had $16 million and $12 million for the payment of interest and penalties accrued at January 1, 2007 and December 31, 2007, respectively.

It is reasonably possible that the total amounts of unrecognized tax benefits will change in the next 12 months. Based on the current audit position of the Company it is estimated that the total amount of unrecognized tax benefits may decrease by $75 million to $85 million in the next 12 months.

The Company or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 1997. The Internal Revenue Service (“IRS”), as part of the overall examination of the American Express Company consolidated return, commenced an examination of the Company’s U.S. income tax returns for 1997 through 2002 in the third quarter of 2005. In the first quarter of 2007, the IRS expanded the period of the examination to include 2003 through 2004. The Company’s or certain of its subsidiaries’ state income tax returns are currently under examination by various jurisdictions for years ranging from 1998 through 2005.

On September 25, 2007, the IRS issued Revenue Ruling 2007-61 in which it announced that it intends to issue regulations with respect to certain computational aspects of the Dividends Received Deduction (“DRD”) related to separate account assets held in connection with variable contracts of life insurance companies and has added the project to the 2007-2008 Priority Guidance Plan. Revenue Ruling 2007-61 suspended a revenue ruling issued in August 2007 that purported to change accepted industry and IRS interpretations of the statutes governing these computational questions. Any regulations that the IRS ultimately proposes for issuance in this area will be subject to public notice and comment, at which time insurance companies and other members of the public will have the opportunity to raise legal and practical questions about the content, scope and application of such regulations. As a result, the ultimate timing and substance of any such regulations are unknown at this time, but they may result in the elimination of some or all of the separate account DRD tax benefit that the Company receives. Management believes that it is likely that any such regulations would apply prospectively only. For the year ended December 31, 2007, the Company recorded a benefit of approximately $46 million related to the current year’s separate account DRD.

As a result of the Separation from American Express, the Company’s life insurance subsidiaries will not be able to file a consolidated U.S. federal income tax return with the other members of the Company’s affiliated group until 2010.

The Company’s tax allocation agreement with American Express (the “Tax Allocation Agreement”), dated as of September 30, 2005, governs the allocation of consolidated U.S. federal and applicable combined or unitary state and local income tax liabilities between American Express and the Company for tax periods prior to September 30, 2005. In addition, this Tax Allocation Agreement addresses other tax-related matters.

The items comprising other comprehensive loss are presented net of the following income tax provision (benefit) amounts:

	Years Ended December 31,
	2007			2006			2005
	(in millions)
Net unrealized securities gains (losses)	$	10		$	(30	)	$	(291	)
Net unrealized derivatives gains (losses)	2			(4		)	19
Foreign currency translation adjustment	(1		)	4			(5		)
Defined benefit plans	15			—			(1		)
Net income tax provision (benefit)	$	26		$	(30	)	$	(278	)

Tax benefits related to accumulated other comprehensive income of discontinued operations for the year ended December 31, 2005 were $8 million.

23. Commitments and Contingencies

The Company is committed to pay aggregate minimum rentals under noncancelable operating leases for office facilities and equipment in future years as follows:

	(in millions)
2008	$	79
2009	69
2010	66
2011	60
2012	51
Thereafter	293
Total	$	618

For the years ended December 31, 2007, 2006 and 2005, operating lease expense was $93 million, $88 million and $78 million, respectively.

The following table presents the Company’s funding commitments:

	December 31,
	2007		2006
	(in millions)
Commercial mortgage loan commitments	$	101	$	94
Consumer mortgage loan commitments	301		427
Consumer lines of credit	91		96
Total funding commitments	$	493	$	617

The Company’s life and annuity products all have minimum interest rate guarantees in their fixed accounts. As of December 31, 2007, these guarantees range up to 5%. To the extent the yield on the Company’s invested asset portfolio declines below its target spread plus the minimum guarantee, the Company’s profitability would be negatively affected.

The Company and its subsidiaries are involved in the normal course of business in legal, regulatory and arbitration proceedings, including class actions, concerning matters arising in connection with the conduct of its activities as a diversified financial services firm. These include proceedings specific to the Company as well as proceedings generally applicable to business practices in the industries in which it operates. The Company can also be subject to litigation arising out of its general business activities, such as its investments, contracts, leases and employment relationships. Uncertain economic conditions and heightened volatility in the financial markets, such as has been experienced particularly since the summer of 2007, may increase the likelihood clients and other persons or regulators may present or threaten legal claims or that regulators increase the scope or frequency of examinations of the Company or the financial services industry generally.

In the normal course of business, the Company has agreed to indemnify certain vendors for infringement and misappropriation claims arising from the use of its information, technology and intellectual property assets.

As with other financial services firms, the level of regulatory activity and inquiry concerning the Company’s businesses remains elevated. From time to time, the Company receives requests for information from, and has been subject to examination by, the SEC, FINRA (then known as the National Association of Securities Dealers), OTS, state insurance regulators, state attorneys general and various other governmental and quasi-governmental authorities concerning the Company’s business activities and practices, including: sales and product or service features of, or disclosures pertaining to, financial plans, its mutual funds, annuities, insurance products and brokerage services; non-cash compensation paid to its field leaders and financial advisors; supervision of its financial advisors; and sales of, or brokerage or revenue sharing practices relating to, other companies’ real estate investment trust (“REIT”) shares, mutual fund shares or other investment products. Other open matters relate, among other things, to the administration of death claims to multiple beneficiaries under the Company’s variable annuities, the portability (or network transferability) of the Company’s RiverSource mutual funds, supervisory practices in connection with financial advisors’ outside business activities, sales practices associated with the sale of fixed and variable annuities, the suitability of product recommendations made to retail financial planning clients and the delivery of financial plans, and the suitability of particular trading strategies. The number of reviews and investigations has increased in recent years with regard to many firms in the financial services industry, including Ameriprise. The Company has cooperated and will continue to cooperate with the applicable regulators regarding their inquiries.

These legal and regulatory proceedings are subject to uncertainties and, as such, the Company is unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Certain legal and regulatory proceedings are described below.

In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc., was filed in the United States District Court for the District of Arizona, and was later transferred to the United States District Court for the District of Minnesota. The plaintiffs alleged that they were investors in several of the Company’s mutual funds and they purported to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940. The plaintiffs alleged that fees allegedly paid to the defendants by the funds for investment advisory and administrative services were excessive. On July 6, 2007, the Court granted the Company’s motion for summary judgment, dismissing all claims with prejudice. Plaintiffs have appealed the Court’s decision.

In March 2006, a lawsuit captioned Good, et al. v. Ameriprise Financial, Inc., et al. (Case No. 00-cv-01027) was filed in the United States District Court for the District of Minnesota. The lawsuit had been brought as a putative class action and plaintiffs purported to represent all of the Company’s advisors who sold shares of REITs and tax credit limited partnerships between March 2000 and March 2006. Plaintiffs sought unspecified compensatory and restitutionary damages as well as injunctive relief, alleging that the Company incorrectly calculated commissions owed advisors for the sale of these products. On January 18, 2008, the Court denied plaintiffs’ motion for class certification. The Court has requested supplemental briefs addressing whether the Court continues to have subject-matter jurisdiction over the two individual plaintiffs’ claims.

The Company previously reported two adverse arbitration awards issued in 2006 by FINRA panels against SAI and former registered representatives of SAI. Those arbitrations involved customer claims relating to suitability, disclosures, supervision and certain other sales practices. Other clients of those former registered representatives have presented similar claims.

In October 2007, the State of New Hampshire commenced an action against the Company captioned, “In the Matter of Ameriprise Financial, Inc., Ameriprise Financial Services, Inc. & Larry Post.” The action includes claims of New Hampshire statutory violations related to the alleged failure to deliver financial plans sold to clients, instances of forgery and failure to supervise. The parties have agreed to stay the action while discussing possible resolution.

24. Earnings per Common Share

The computations of basic and diluted earnings per common share are as follows:

	Years Ended December 31,
	2007		2006		2005
	(in millions, except per share amounts)
Numerator:
Income from continuing operations	$	814	$	631	$	558
Income from discontinued operations, net of tax	—		—		16
Net income	$	814	$	631	$	574

Denominator:
Basic: Weighted-average common shares outstanding	236.2		246.5		247.1
Effect of potentially dilutive nonqualified stock options and other share-based awards	3.7		2.0		0.1
Diluted: Weighted-average common shares outstanding	239.9		248.5		247.2

Earnings per Basic Common Share:
Income from continuing operations	$	3.45	$	2.56	$	2.26
Income from discontinued operations, net of tax	—		—		0.06
Net income	$	3.45	$	2.56	$	2.32

Earnings per Diluted Common Share:
Income from continuing operations	$	3.39	$	2.54	$	2.26
Income from discontinued operations, net of tax	—		—		0.06
Net income	$	3.39	$	2.54	$	2.32

Basic weighted average common shares for the years ended December 31, 2007, 2006 and 2005 included 1.6 million, 1.7 million and nil, respectively, of vested, nonforfeitable restricted stock units and 3.5 million, 3.7 million and 0.9 million, respectively, of non-vested restricted stock awards and restricted stock units that are forfeitable but receive nonforfeitable dividends. Potentially dilutive securities include nonqualified stock options and other share-based awards.

25. Common Share Repurchases

In January 2006, the Company’s Board of Directors authorized the repurchase of up to 2 million shares of the Company’s common stock. In March 2006, the Company’s Board of Directors authorized the expenditure of up to $750 million for the repurchase of additional shares through March 31, 2008. In March 2007, the Company’s Board of Directors authorized the expenditure of up to an additional $1.0 billion for the repurchase of shares through March 15, 2009. During the years ended December 31, 2007 and 2006, the Company repurchased a total of 15.9 million shares and 10.7 million shares, respectively, of its common stock for an aggregate cost of $948 million and $470 million, respectively. As of December 31, 2007, the Company had purchased all shares under the January 2006 and March 2006 authorizations and had $418 million remaining under the March 2007 authorization.

The Company may also reacquire shares of its common stock under its 2005 ICP related to restricted stock awards. Restricted shares that are forfeited before the vesting period has lapsed are recorded as treasury shares. In addition, the holders of restricted shares may elect to surrender a portion of their shares on the vesting date to cover their income tax obligations. These vested restricted shares reacquired by the Company and the Company’s payment of the holders’ income tax obligations are recorded as a treasury share purchase. The restricted shares forfeited under the 2005 ICP and recorded as treasury shares were 0.3 million shares during both the years ended December 31, 2007 and 2006. For the years ended December 31, 2007 and 2006, the Company reacquired 0.5 million and 0.4 million shares, respectively, of its common stock through the surrender of restricted shares upon vesting and paid in the aggregate $29 million and $20 million, respectively, related to the holders’ income tax obligations on the vesting date.

26. Segment Information

On December 3, 2007, the Company announced a change in its reportable segments. The revised presentation of previously reported segment data has been applied retroactively to all periods presented in these financial statements. During the fourth quarter of 2007, the Company completed the implementation of an enhanced transfer pricing methodology and expanded its segment presentation from three to five segments to better align with the way the Chief Operating Decision Maker views the business. This facilitates greater transparency of the relationships between the businesses and better comparison to other industry participants in the retail advisor distribution, asset management, insurance and annuity industries. In addition, the Company changed the format of its consolidated statement of income and made reclassifications to enhance transparency. These reclassifications did not result in any changes to consolidated net income or shareholders’ equity. A summarization of the various reclassifications made to previously reported balances is presented in Note 1.

Changes Resulting from an Enhanced Transfer Pricing Methodology

Each segment records revenues and expenses as if they were each a stand-alone business using the Company’s enhanced transfer pricing methodology. Transfer pricing uses market-based arm’s length transfer pricing rates for specific services provided. The Company will review the transfer pricing rates periodically and will make appropriate adjustments to ensure the arm’s length rates remain at current market levels. Costs related to shared services are allocated to segments based on their usage of the services provided.

The largest source of intersegment revenues and expenses is retail distribution services, where segments are charged an arm’s length market rate for distribution through the Advice & Wealth Management segment. The Advice & Wealth Management segment provides distribution services for proprietary and non-proprietary products and services. The Asset Management segment provides investment management services for the Company’s owned assets and client assets, and accordingly charges investment and advisory management fees to the other segments.

Cost Allocations to Segments

All costs related to shared services are allocated to the segments based on a rate times volume or fixed basis.

New Segments

The Advice & Wealth Management segment provides financial advice and full service brokerage and banking services, primarily to retail clients, through the Company’s financial advisors. The advisors distribute a diversified selection of both proprietary and non-proprietary products to help clients meet their financial needs. A significant portion of revenues in this segment are fee-based, driven by the level of client assets, which is impacted by both market movements and net asset flows. The Company also earns net investment income on owned assets, from primarily certificate and banking products. This segment earns revenues (distribution fees) for distributing non-proprietary products and earns intersegment revenues (distribution fees) for distributing the Company’s proprietary products and services to its retail clients. Intersegment expenses for this segment include expenses for investment management services provided by the Asset Management segment.

The Asset Management segment provides investment advice and investment products to retail and institutional clients. Threadneedle Investments predominantly provides international investment advice and products, and RiverSource Investments predominantly provides domestic products and services. Domestic retail products are primarily distributed through the Advice & Wealth Management segment, and also through third-party distribution. International retail products are primarily distributed through third parties. Products accessed by consumers on a retail basis include mutual funds, variable product funds underlying insurance and annuity separate accounts, separately managed accounts and collective funds. Asset Management products are also distributed directly to institutions through an institutional sales force. Institutional asset management products include traditional asset classes separate accounts, collateralized loan obligations, hedge funds and property funds. Revenues in this segment are primarily earned as fees based on managed asset balances, which are impacted by both market movements and net asset flows. This segment earns intersegment revenue for investment management services. Intersegment expenses for this segment include distribution expenses for services provided by the Advice & Wealth Management, Annuities and Protection segments.

The Annuities segment provides RiverSource Life variable and fixed annuity products to the Company’s retail clients, primarily distributed through the Advice & Wealth Management segment, and to the retail clients of unaffiliated distributors through third-party distribution. Revenues for the Company’s variable annuity products are primarily earned as fees based on underlying account balances, which are impacted by both market movements and net asset flows. Revenues for the Company’s fixed annuity products are primarily earned as net investment income on underlying account balances, with profitability significantly impacted by the spread between net investment income earned and interest credited on the fixed account balances. The Company also earns net investment income on owned assets supporting annuity benefit reserves and capital supporting the business. Intersegment revenues for this segment reflect fees paid by the Asset Management segment for marketing support and other services provided in connection with the availability of RiverSource Funds under the variable annuity contracts. Intersegment expenses for this segment include distribution expenses for services provided by the Advice & Wealth Management segment, as well as expenses for investment management services provided by the Asset Management segment.

The Protection segment offers a variety of protection products to address the identified protection and risk management needs of the Company’s retail clients including life, disability income and property-casualty insurance. Life and disability income products are primarily distributed through the Advice & Wealth Management segment. The Company’s property-casualty products are sold direct, primarily through affinity relationships. The primary sources of revenues for this segment are premiums, fees, and charges that the Company receives to assume insurance-related risk. The Company earns net investment income on owned assets supporting insurance reserves and capital supporting the business. The Company also receives fees based on the level of assets supporting variable universal life separate account balances. This segment earns intersegment revenues from fees paid by the Asset Management segment for marketing support and other services provided in connection with the availability of RiverSource Funds under the variable universal life contracts. Intersegment expenses for this segment include distribution expenses for services provided by the Advice & Wealth Management segment, as well as expenses for investment management services provided by the Asset Management segment.

The Corporate & Other segment consists of net investment income on corporate level assets, including unallocated equity and other revenues from various investments as well as unallocated corporate expenses. This segment also includes non-recurring costs in 2007, 2006 and 2005, associated with the Company’s separation from American Express.

The accounting policies of the segments are the same as those of the Company, except for the method of capital allocation and the accounting for gains (losses) from intercompany revenues and expenses, which are eliminated in consolidation. The Company allocates capital to each segment based upon an internal capital allocation method that allows the Company to more efficiently manage its capital. The Company evaluates the performance of each segment based on pretax income from continuing operations. The Company allocates certain non-recurring items, such as separation costs, to the Corporate segment.

The following is a summary of assets by segment:

	December 31,
	2007		2006
	(in millions)
Advice & Wealth Management	$	8,146	$	8,735
Asset Management	6,661		7,111
Annuities	71,556		68,660
Protection	20,347		17,422
Corporate & Other	2,520		2,553
Total assets	$	109,230	$	104,481

The following is a summary of segment operating results:

	Year Ended December 31, 2007
	Advice & Wealth Management		Asset Management		Annuities		Protection		Corporate & Other			Eliminations			Consolidated
	(in millions)
Revenue from external customers	$	2,992	$	1,753	$	2,199	$	1,939	$	26		$	—		$	8,909
Intersegment revenue	1,057		29		105		47		4			(1,242		)	—
Total revenues	4,049		1,782		2,304		1,986		30			(1,242		)	8,909
Banking and deposit interest expense	236		20		—		1		6			(8		)	255
Net revenues	3,813		1,762		2,304		1,985		24			(1,234		)	8,654
Depreciation and amortization expense	69		90		381		206		34			—			780
All other expenses	3,459		1,365		1,500		1,294		474			(1,234		)	6,858
Total expenses	3,528		1,455		1,881		1,500		508			(1,234		)	7,638
Pretax income (loss)	$	285	$	307	$	423	$	485	$	(484	)	$	—		1,016
Income tax provision															202
Net income															$	814

	Year Ended December 31, 2006
	Advice & Wealth Management		Asset Management		Annuities		Protection		Corporate & Other			Eliminations			Consolidated
	(in millions)
Revenue from external customers	$	2,546	$	1,745	$	2,111	$	1,858	$	33		$	—		$	8,293
Intersegment revenue	1,035		32		85		34		2			(1,188		)	—
Total revenues	3,581		1,777		2,196		1,892		35			(1,188		)	8,293
Banking and deposit interest expense	246		26		—		1		7			(7		)	273
Net revenues	3,335		1,751		2,196		1,891		28			(1,181		)	8,020
Depreciation and amortization expense	60		97		342		138		31			—			668
All other expenses	3,079		1,401		1,390		1,319		547			(1,181		)	6,555
Total expenses	3,139		1,498		1,732		1,457		578			(1,181		)	7,223
Pretax income (loss)	$	196	$	253	$	464	$	434	$	(550	)	$	—		797
Income tax provision															166
Net income															$	631

100

	Year Ended December 31, 2005
	Advice & Wealth Management		Asset Management		Annuities		Protection		Corporate & Other			Eliminations			Consolidated
	(in millions)
Revenue from external customers	$	2,111	$	1,599	$	2,116	$	1,836	$	(26	)	$	—		$	7,636
Intersegment revenue	938		30		78		30		2			(1,078		)	—
Total revenues	3,049		1,629		2,194		1,866		(24		)	(1,078		)	7,636
Banking and deposit interest expense	215		20		1		2		6			(4		)	240
Net revenues	2,834		1,609		2,193		1,864		(30		)	(1,074		)	7,396
Depreciation and amortization expense	75		141		293		120		11			—			640
All other expenses	2,741		1,291		1,410		1,250		393			(1,074		)	6,011
Total expenses	2,816		1,432		1,703		1,370		404			(1,074		)	6,651
Pretax income (loss) from continuing operations	$	18	$	177	$	490	$	494	$	(434	)	$	—		745
Income tax provision															187
Income from continuing operations															558
Income from discontinued operations, net of tax															16
Net income															$	574

27. Quarterly Financial Data (Unaudited)

	2007								2006
	12/31		9/30		6/30		3/31		12/31		9/30		6/30		3/31
	(in millions, except per share data)
Net revenues⁽¹⁾	$	2,319	$	2,170	$	2,138	$	2,027	$	2,139	$	1,935	$	2,024	$	1,922
Separation costs⁽²⁾	28		60		63		85		123		87		84		67
Pretax income	338		217		245		216		203		217		186		191
Net income	$	255	$	198	$	196	$	165	$	171	$	174	$	141	$	145
Earnings per basic common share	$	1.10	$	0.84	$	0.83	$	0.69	$	0.70	$	0.71	$	0.57	$	0.57
Earnings per diluted common share	$	1.08	$	0.83	$	0.81	$	0.68	$	0.69	$	0.71	$	0.57	$	0.57
Weighted average common shares outstanding:
Basic	231.4		235.4		237.4		240.7		243.3		244.5		246.3		252.3
Diluted	235.4		239.2		241.0		244.1		246.3		246.4		248.0		253.5
Cash dividends paid per common share	$	0.15	$	0.15	$	0.15	$	0.11	$	0.11	$	0.11	$	0.11	$	0.11
Common share price:
High	$	69.25	$	68.00	$	67.45	$	63.08	$	55.79	$	47.46	$	50.08	$	47.25
Low	$	53.23	$	51.31	$	56.96	$	53.01	$	46.85	$	40.60	$	40.49	$	40.30

⁽¹⁾Certain prior year amounts have been reclassified to conform to the current year’s presentation. See Note 1 for a description of the reclassifications. Revenues as previously reported were $2,202 million, $2,182 million and $2,063 million for the quarters ended September 30, 2007, June 30, 2007 and March 31, 2007, respectively, and $2,161 million, $1,977 million, $2,053 million and $1,949 million for the quarters ended December 31, 2006, September 30, 2006, June 30, 2006 and March 31, 2006, respectively.

⁽²⁾ The Company incurred separation costs beginning with the quarterly period ended March 31, 2005, when the American Express Board of Directors announced the Separation. The Company continued to incur separation costs in subsequent quarterly periods which reflect the completion of the Distribution and the costs incurred by the Company to establish itself as an independent company. As of December 31, 2007, all separation costs have been incurred.

101

Statement of Cash Flows Reclassifications

The Company has reclassified certain prior quarter balances in the Consolidated Statements of Cash Flows.

· The Company previously classified transfers to and from the fixed account option within its variable annuity product as an operating activity in the Consolidated Statements of Cash Flows. The Company has reclassified these transfers as a financing activity in accordance with SFAS No. 97, “Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments”.

The Company has also made certain other reclassifications to the Consolidated Statements of Cash Flows including those made to conform to the reclassified Consolidated Balance Sheets. The effect of these reclassifications on prior quarters’ net cash flows related to operating, investing and financing activities is summarized below.

	Three Months Ended March 31,						Six Months Ended June 30,						Nine Months Ended September 30,
	2007			2006			2007			2006			2007			2006
	(in millions)
Net cash provided by (used in) operating activities, previous presentation	$	(70	)	$	107		$	(12	)	$	536		$	735		$	716
Reclassification for annuity transfers	75			—			145			19			(91		)	111
Reclassification for brokerage accounts	(42		)	(49		)	36			(153		)	(77		)	(141		)
Other reclassifications	(73		)	15			(87		)	22			(103		)	6
Net cash provided by (used in) operating activities, as reclassified	$	(110	)	$	73		$	82		$	424		$	464		$	692
Net cash provided by investing activities, previous presentation	$	1,162		$	488		$	3,370		$	1,170		$	4,181		$	3,390
Other reclassifications	5			(6		)	—			(18		)	7			(31		)
Net cash provided by investing activities, as reclassified	$	1,167		$	482		$	3,370		$	1,152		$	4,188		$	3,359
Net cash used in financing activities, previous presentation	$	(1,398	)	$	(1,421	)	$	(2,780	)	$	(2,092	)	$	(3,673	)	$	(3,292	)
Reclassification for annuity transfers	(75		)	—			(145		)	(19		)	91			(111		)
Reclassification for brokerage accounts	42			49			(36		)	153			77			141
Other reclassifications	56			7			73			16			82			46
Net cash used in financing activities, as reclassified	$	(1,375	)	$	(1,365	)	$	(2,888	)	$	(1,942	)	$	(3,423	)	$	(3,216	)
Effect of exchange rate changes on cash, previous presentation	$	2		$	2		$	8		$	13		$	12		$	21
Other reclassifications	—			—			1			2			1			2
Effect of exchange rate changes on cash, as reclassified	$	2		$	2		$	9		$	15		$	13		$	23

102

Consolidated Five-Year Summary of Selected Financial Data

The following table sets forth selected consolidated financial information from our audited Consolidated Financial Statements as of December 31, 2007, 2006, 2005, 2004 and 2003 and for the five-year period ended December 31, 2007. Certain prior year amounts have been reclassified to conform to the current year’s presentation. For the periods preceding our separation from American Express Company (“American Express”), we prepared our Consolidated Financial Statements as if we had been a stand-alone company. In the preparation of our Consolidated Financial Statements for those periods, we made certain allocations of expenses that our management believed to be a reasonable reflection of costs we would have otherwise incurred as a stand-alone company but were paid by American Express. Accordingly, our Consolidated Financial Statements include various adjustments to amounts in our consolidated financial statements as a subsidiary of American Express. The selected financial data presented below should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included elsewhere in this report and “Management’s Discussion and Analysis.”

	Years Ended December 31,
	2007⁽¹⁾		2006⁽¹⁾		2005⁽¹⁾		2004⁽²⁾			2003⁽³⁾
	(in millions, except per share data)
Income Statement Data:
Net revenues	$	8,654	$	8,020	$	7,396	$	6,896		$	6,042
Expenses	7,638		7,223		6,651		5,784			5,169
Income from continuing operations before accounting change	814		631		558		825			694
Net income	814		631		574		794			725

Earnings Per Share:
Income from continuing operations before accounting change:
Basic	$	3.45	$	2.56	$	2.26	$	3.35		$	2.82
Diluted	$	3.39	$	2.54	$	2.26	$	3.35		$	2.82
Income from discontinued operations, net of tax:
Basic	$	—	$	—	$	0.06	$	0.16		$	0.18
Diluted	$	—	$	—	$	0.06	$	0.16		$	0.18
Cumulative effect of accounting change, net of tax:
Basic	$	—	$	—	$	—	$	(0.29	)	$	(0.05	)
Diluted	$	—	$	—	$	—	$	(0.29	)	$	(0.05	)
Net income:
Basic	$	3.45	$	2.56	$	2.32	$	3.22		$	2.95
Diluted	$	3.39	$	2.54	$	2.32	$	3.22		$	2.95

Cash Dividends Paid Per Common Share:
Shareholders	$	0.56	$	0.44	$	0.11	$	—		$	—

Cash Dividends Paid:
Shareholders	$	133	$	108	$	27	$	—		$	—
American Express Company	—		—		53		1,325			334

103

	December 31,
	2007		2006		2005		2004⁽²⁾		2003⁽³⁾
	(in millions)
Balance Sheet Data:
Investments	$	30,625	$	35,504	$	39,086	$	40,210	$	38,517
Separate account assets	61,974		53,848		41,561		35,901		30,809
Total assets⁽⁴⁾	109,230		104,481		93,280		93,260		85,530
Future policy benefits and claims	27,446		30,031		32,725		33,249		32,230
Separate account liabilities	61,974		53,848		41,561		35,901		30,809
Customer deposits	6,201		6,707		6,808		6,987		5,906
Debt	2,018		2,244		1,852		403		463
Total liabilities⁽⁵⁾	101,420		96,556		85,593		86,558		78,242
Shareholders’ equity	7,810		7,925		7,687		6,702		7,288

⁽¹⁾ During 2007, 2006 and 2005, we recorded non-recurring separation costs as a result of our separation from American Express. During the years ended December 31, 2007, 2006 and 2005, $236 million ($154 million after-tax), $361 million ($235 million after-tax) and $293 million ($191 million after-tax), respectively, of such costs were incurred. These costs were primarily associated with establishing the Ameriprise Financial brand, separating and reestablishing our technology platforms and advisor and employee retention programs.

⁽²⁾ Effective January 1, 2004, we adopted American Institute of Certified Public Accountants Statement of Position 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts,” which resulted in a cumulative effect of accounting change that reduced first quarter 2004 results by $71 million, net of tax.

⁽³⁾ The consolidation of VIEs in December 2003 resulted in a cumulative effect of accounting change that reduced 2003 net income through a non-cash charge of $13 million, net of tax.

⁽⁴⁾ Total assets as of December 31, 2004 and 2003 include assets of discontinued operations of $5,873 million and $4,807 million, respectively.

⁽⁵⁾ Total liabilities as of December 31, 2004 and 2003 include liabilities of discontinued operations of $5,631 million and $4,579 million, respectively.

104

Glossary of Selected Terminology

Administered Assets—Administered assets include assets for which we provide administrative services such as client assets invested in other companies’ products that we offer outside of our wrap accounts. These assets include those held in clients’ brokerage accounts. We do not exercise management discretion over these assets and do not earn a management fee. These assets are not reported on our Consolidated Balance Sheets.

Auto and Home Insurance—Personal auto and home protection products marketed directly to customers through marketing affiliates such as Costco Wholesale Corporation, Delta Loyalty Management Services, Inc. and Ford Motor Credit Company. We sell these products through our auto and home subsidiary, IDS Property Casualty Insurance Company (doing business as Ameriprise Auto & Home Insurance).

Cash Sales—Cash sales are the dollar value volume indicator that captures gross new cash inflows which generate product revenue streams to our company. This includes primarily “client initiated” activity that results in an incremental increase in assets (owned, managed or administered) or premiums inforce (but doesn’t need to result in time of sale revenue), or activity that doesn’t increase assets or premiums inforce, but generates “fee revenue”.

Deferred Acquisition Costs and Amortization—Deferred acquisition costs (“DAC”) represent the costs of acquiring new protection, annuity and certain mutual fund business, principally direct sales commissions and other distribution and underwriting costs that have been deferred on the sale of annuity, life, disability income and long term care insurance and, to a lesser extent, deferred marketing and promotion expenses on auto and home insurance and deferred distribution costs on certain mutual fund products. These costs are deferred to the extent they are recoverable from future profits.

Financial Planning—Financial Planning at Ameriprise is an ongoing process which is intended to help clients plan to meet their financial goals through disciplined management of their finances. The process involves collaboration between a client and an Ameriprise financial advisor to define the client’s goals, develop a plan to achieve the goals, and track progress against the goals, making adjustments where necessary.

Financial Planning Penetration—The period-end number of current clients who have received a financial plan, or have entered into an agreement to receive and have paid for a financial plan, divided by the number of active retail client groups, serviced by branded financial advisors.

Life Insurance Inforce—The total amount of all life insurance death benefits currently insured by our company.

Managed External Client Assets—Managed external client assets include client assets for which we provide investment management services, such as the assets of the RiverSource family of mutual funds, assets of institutional clients and client assets held in wrap accounts (retail accounts for which we receive an advice fee based on assets held in the account). Managed external client assets also include assets managed by sub-advisors selected by us. Managed external client assets are not reported on our Consolidated Balance Sheets.

Managed Owned Assets—Managed owned assets include certain assets on our Consolidated Balance Sheets for which we provide investment management services and recognize management fees, such as the assets of the general account and RiverSource Variable Products funds held in the separate accounts of our life insurance subsidiaries.

Net Flows—Sales less redemptions and miscellaneous flows which may include reinvested dividends.

Owned Assets—Owned assets include certain assets on our Consolidated Balance Sheets for which we do not provide investment management services and do not recognize management fees, such as investments in non-proprietary funds held in the separate accounts of our life insurance subsidiaries, as well as restricted and segregated cash and receivables.

Pretax Income (Loss)—Income (loss) before income tax provision (benefit).

Securities America—Securities America Financial Corporation (“SAFC”) is a corporation whose sole function is to hold the stock of its operating subsidiaries, Securities America, Inc. (“SAI”) and Securities America Advisors, Inc. (“SAA”). SAI is a registered broker-dealer and an insurance agency. SAA is an SEC registered investment advisor.

Separate Accounts—Represent assets and liabilities that are maintained and established primarily for the purpose of funding variable annuity and insurance products. The assets of the separate account are only available to fund the liabilities of the variable entity contractholders and others with contracts requiring premiums or other deposits to the separate account. Clients elect to invest premiums in stock, bond and/or money market funds depending on their risk tolerance. All investment performance, net of fees, is passed through to the client.

Separation Costs—Separation costs include expenses related to our separation from American Express Company. These costs are primarily associated with establishing the Ameriprise Financial brand, separating and reestablishing our technology platforms and advisor and employee retention programs. These costs ended in 2007.

105

SOP 05-1 (“Statement of Position 05-1”),”Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts”—SOP 05-1 provides guidance on accounting for DAC associated with any insurance or annuity contract that is significantly modified or internally replaced with another contract.

Third Party Distribution—Distribution of RiverSource products, which include a variety of equity and fixed income mutual funds, annuities and insurance products, to retail clients through unaffiliated financial institutions and broker-dealers. The Third Party channel is separate from the Branded Advisor, Threadneedle, SAFC, and Institutional sales channels.

Threadneedle—Threadneedle Asset Management Holdings Limited is a holding company for the London-based Threadneedle group of companies, which provide investment management products and services.

Wrap Accounts—Wrap accounts enable our clients to purchase other securities such as mutual funds in connection with investment advisory fee-based “wrap account” programs or services. We offer clients the opportunity to select products that include proprietary and non-proprietary funds. We currently offer both discretionary and non-discretionary investment advisory wrap accounts. In a discretionary wrap account, an unaffiliated investment advisor or our investment management subsidiary, RiverSource Investments, LLC, chooses the underlying investments in the portfolio on behalf of the client. In a non-discretionary wrap account, the client chooses the underlying investments in the portfolio based, to the extent the client elects, in part or whole on the recommendations of their financial advisor. Investors in our wrap accounts generally pay an asset-based fee based on the assets held in their wrap accounts. These investors also pay any related fees or costs included in the underlying securities held in that account, such as underlying mutual fund operating expenses and Rule 12b-1 fees.

106

The accompanying graph compares the 27-month cumulative total return to shareholders of Ameriprise Financial, Inc.’s, common stock relative to the cumulative total returns of the S&P 500 Index and the S&P Financials index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and the two indices on October 3, 2005 and its relative performance is tracked through December 31, 2007. The indices relate only to stock prices and do not purport to provide a direct comparison to the business or financial performance of the companies included in either index.

Comparison of 27-Month Cumulative Total Return*

Among Ameriprise Financial, Inc., the S&P 500 Index and the S&P Financials Index

* $100 invested on October 3, 2005 in stock or on September 30, 2005 in index—including reinvestment of dividends.

researchdatagroup.com/S&P.htm

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

107

Executive Offices

Ameriprise Financial Center

707 2nd Avenue South

Minneapolis, MN 55474

(612) 671-3131

7 World Trade Center

250 Greenwich Street, Suite 3900

New York, NY 10007

Information Available to Shareholders

Copies of our company’s Annual Report on Form 10-K, proxy statement, press releases and other documents, as well as information on financial results and products and services, are available through the Ameriprise Financial website at ameriprise.com. Written copies of these materials, as well as a report of our company’s 2007 political contributions, are available upon written request to the Corporate Secretary’s Office.

Stock Exchange Listing
New York Stock Exchange
(Symbol: AMP)

Independent Registered Public Accounting Firm

Ernst & Young LLP

220 South 6th Street, Suite 1400

Minneapolis, MN 55402

Transfer Agent

Computershare Trust Company, N.A.

P.O. Box 43078

Providence, RI 02940

1 (866) 337-4999

(U.S. and Canada only)

1 (781) 575-3223 (International)

Email: web.queries@computershare.com

Website: computershare.com/investor

Annual Meeting

The 2008 Annual Meeting of Shareholders of Ameriprise Financial will be held at our Minneapolis headquarters at 11 a.m., Central Time:

707 2nd Avenue South

Minneapolis, MN 55474,

on Wednesday, April 23, 2008. A written transcript or an audiocassette of the meeting will be available upon written request to the Corporate Secretary’s Office. There will be a modest charge to defray production and mailing costs.

Shareholders

As of February 15, 2008, there were 26,072 shareholders of record. Copies of the Ameriprise Financial Corporate Governance Guidelines, as well as the charters of the three standing committees of the Board of Directors and the Ameriprise Financial Company Code of Conduct, are available on the company’s website at ir.ameriprise.com. Our website also provides important information about how and when we grant stock options and restricted stock, including the schedule of grant dates for 2008. We provide a copy of our Long-Term Incentive Awards Policy on our website, and explain our policy for the approval of grants on a date when the Compensation and Benefits Committee of the Board of Directors or our chief executive officer is aware of material, nonpublic information about our company or its securities. Copies of these materials also are available without charge upon written request to the Corporate Secretary’s Office at the address listed above.

We filed the Certifications of our chief executive officer and chief financial officer with the Securities and Exchange Commission pursuant to section 302 of the Sarbanes-Oxley Act of 2002 as exhibits 31.1 and 31.2, respectively, to our Annual Report on Form 10-K for the year ended December 31, 2007.

Compliance with New York Stock Exchange Filing Requirements

Under the corporate governance listing standards of the New York Stock Exchange, our chief executive officer must certify to the Exchange each year that he is not aware of any violation by our company of those listing standards, as of the date of the certification. This certification is due within 30 days of the date of our annual shareholders meeting.

The 2007 Annual CEO Certification for our company was timely filed, without qualification, with the New York Stock Exchange on May 24, 2007. The Exchange acknowledged in writing its receipt of the Annual CEO Certification on that date.

Shareholder and Investor Inquiries

Written shareholder inquiries may be sent to Computershare Shareholder Services

P.O. Box 43078

Providence, RI 02940

or to the Corporate Secretary’s Office

Ameriprise Financial

1098 Ameriprise Financial Center

Minneapolis, MN 55474.

Written inquiries from the investment community should be sent to Investor Relations at

243 Ameriprise Financial Center

Minneapolis, MN 55474.

Trademarks and Service Marks

The following trademarks and service marks of Ameriprise Financial, Inc., and its affiliates may appear in this report:

Active Accumulation Portfolios®

Active Income Portfolios®

Active Portfolios®

Advice-BuiltSM

Ameriprise®

Ameriprise Financial®

Dream Book®

Dream > Plan > Track >®

Money Across GenerationsSM

RiverSource®

Succession ProtectorSM

SecureSourceSM

Threadneedle®

108

EX-21 6 a2182855zex-21.htm EXHIBIT 21

Exhibit 21

Subsidiary Name		Jurisdiction of Incorporation

American Enterprise Investment Services Inc.		Minnesota
American Express Property Casualty Insurance Agency of Kentucky Inc.		Kentucky
American Express Property Casualty Insurance Agency of Maryland Inc.		Maryland
American Express Property Casualty Insurance Agency of Mississippi Inc.		Mississippi
American Express Property Casualty Insurance Agency of Pennsylvania Inc.		Pennsylvania
Ameriprise Bank, FSB		New York
Ameriprise Capital Trust I		Delaware
Ameriprise Capital Trust II		Delaware
Ameriprise Capital Trust III		Delaware
Ameriprise Capital Trust IV		Delaware
Ameriprise Captive Insurance Company		Vermont
Ameriprise Certificate Company		Delaware
Investors Syndicate Development Corporation		Nevada
Ameriprise Financial Services, Inc.		Delaware
Ameriprise India Private Limited		India
Ameriprise Trust Company		Minnesota
IDS Management Corporation		Minnesota
IDS Futures Corporation		Minnesota
IDS Property Casualty Insurance Company		Wisconsin
Ameriprise Auto & Home Insurance Agency, Inc.		Wisconsin
Ameriprise Insurance Company		Wisconsin
RiverSource Distributors, Inc.		Delaware
RiverSource Investments LLC		Minnesota
Advisory Capital Strategies Group Inc.		Minnesota
Boston Equity General Partner LLC		Delaware
Kenwood Capital Management LLC (47.7% owned)		Delaware
IDS Capital Holdings Inc.		Minnesota
RiverSource CDO Seed Investment, LLC		Minnesota
RiverSource Life Insurance Company		Minnesota
RiverSource Life Insurance Co. of New York		New York
IDS REO 1, LLC		Minnesota
IDS REO 2, LLC		Minnesota
RiverSource Service Corporation		Minnesota
RiverSource Tax Advantaged Investments, Inc.		Delaware
AEXP Affordable Housing LLC		Delaware
Securities America Financial Corporation		Nebraska
Realty Assets, Inc.		Nebraska
Securities America, Inc.		Delaware
Securities America Advisors, Inc.		Nebraska
Threadneedle Asset Management Holdings Ltd.		United Kingdom
Threadneedle Investments (Channel Islands) Ltd.		Jersey, Channel Islands
Threadneedle Asset Management Ltd.		United Kingdom
Crescendo Management International Ltd		Cayman Islands
Threadneedle Global Crescendo Management Ltd		Cayman Islands
Threadneedle Portfolio Services Ltd		United Kingdom
Threadneedle Portfolio Services Hong Kong Ltd		Hong Kong
Threadneedle Unit Trust Manager Ltd.		United Kingdom
Threadneedle Asset Management Finance Ltd.		United Kingdom
Threadneedle Asset Management (Nominees) Ltd.		United Kingdom

Threadneedle Financial Services Ltd.		United Kingdom
Threadneedle Investment Advisors Ltd.		United Kingdom
Threadneedle Portfolio Managers Ltd.		United Kingdom
ADT Nominees Ltd		United Kingdom
Threadneedle Property GP Holdings Ltd.		United Kingdom
Threadneedle Investment Services GMbH		Germany
Threadneedle International Fund Management Ltd.		United Kingdom
Threadneedle International Ltd.		United Kingdom
Threadneedle Navigator ISA Manager Ltd.		United Kingdom
Threadneedle Investment Services Ltd.		United Kingdom
Threadneedle Management Services Ltd.		United Kingdom
Threadneedle Rural Property Services Ltd.		United Kingdom
Threadneedle Property Services Ltd.		United Kingdom
Threadneedle Pension Trustees Ltd.		United Kingdom
Threadneedle Pensions Ltd.		United Kingdom
Sackville (TPEN)		United Kingdom
Crockhamwell Road Management Ltd (50% owned)		United Kingdom
Threadneedle Property Investments Ltd.		United Kingdom
Sackville Property (GP) Ltd.		United Kingdom
Sackville TPEN Property (GP) Ltd.		United Kingdom
Sackville TPEN Property Nominee Ltd.		United Kingdom
Sackville TPEN Property Nominee (2) Ltd.		United Kingdom
Sackville Tandem Property (GP) Ltd.		United Kingdom
Sackville Tandem Property Nominee Ltd.		United Kingdom
Sackville TSP Property (GP) Ltd.		United Kingdom
Sackville TSP Property Nominee Ltd.		United Kingdom
Cornbrash Park Management Company Ltd		United Kingdom
Highcross (Slough) Management Ltd		United Kingdom
Convivo Capital Management Ltd		United Kingdom
Convivo Guernsey Ltd		Guernsey
Threadneedle Emerging Currencies Crescendo Management Ltd		Cayman Islands
Threadneedle European Crescendo Management Ltd		Cayman Islands
Threadneedle UK Crescendo Management Ltd		Cayman Islands

EX-23 7 a2182855zex-23.htm EXHIBIT 23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Ameriprise Financial, Inc. of our reports dated February 26, 2008, with respect to the consolidated financial statements of Ameriprise Financial, Inc. and the effectiveness of internal control over financial reporting of Ameriprise Financial, Inc., included in the 2007 Annual Report to Shareholders of Ameriprise Financial, Inc.

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-3 No. 333-128834) of Ameriprise Financial, Inc.,

(2) Registration Statement (Form S-8 No. 333-128789) pertaining to the Ameriprise Financial 2005 Incentive Compensation Plan of Ameriprise Financial, Inc.,

(3) Registration Statement (Form S-8 No. 333-128790) pertaining to the Ameriprise 401(k) Plan of Ameriprise Financial, Inc.,

(4) Registration Statement (Form S-8 No. 333-128791) pertaining to the Ameriprise Financial Deferred Equity Program for Independent Financial Advisors of Ameriprise Financial, Inc., and

(5) Registration Statement (Form S-3 No. 333-133860) of Ameriprise Financial, Inc. and Ameriprise Capital Trusts I through IV

of our report dated February 26, 2008, with respect to the consolidated financial statements of Ameriprise Financial, Inc. incorporated herein by reference, our report dated February 26, 2008, with respect to the effectiveness of internal control over financial reporting of Ameriprise Financial, Inc., incorporated herein by reference, and our report dated February 26, 2008, with respect to the financial statement schedule of Ameriprise Financial, Inc. included in this Annual Report (Form 10-K) of Ameriprise Financial, Inc. for the year ended December 31, 2007.

/s/ Ernst & Young

Minneapolis, Minnesota February 26, 2008

EX-31.1 8 a2182855zex-31_1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATION

I, James M. Cracchiolo, certify that:

1. I have reviewed this Annual Report on Form 10-K of Ameriprise Financial, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 29, 2008

		/s/ James M. Cracchiolo
		James M. Cracchiolo
		Chief Executive Officer

EX-31.2 9 a2182855zex-31_2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATION

I, Walter S. Berman, certify that:

1. I have reviewed this Annual Report on Form 10-K of Ameriprise Financial, Inc.;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 29, 2008

		/s/ Walter S. Berman
		Walter S. Berman
		Chief Financial Officer

EX-32 10 a2182855zex-32.htm EXHIBIT 32

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Ameriprise Financial, Inc. (the “Company”) for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), James M. Cracchiolo, as Chief Executive Officer of the Company, and Walter S. Berman, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James M. Cracchiolo
Name:	James M. Cracchiolo
Title:	Chief Executive Officer
Date:	February 29, 2008




/s/ Walter S. Berman
Name:	Walter S. Berman
Title:	Chief Financial Officer
Date:	February 29, 2008

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