Edgar Filing: AMERIPRISE FINANCIAL INC

AMP 03.31.2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the Quarterly Period Ended March 31, 2015


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

For the Transition Period from_______________________to_______________________

Commission File No. 1-32525

AMERIPRISE FINANCIAL, INC.

(Exact name of registrant as specified in its charter)



Delaware		13-3180631
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1099 Ameriprise Financial Center, Minneapolis, Minnesota		55474
(Address of principal executive offices)		(Zip Code)

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

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

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

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

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



Large Accelerated Filer x		Accelerated Filer o
Non-Accelerated Filer (Do not check if a smaller reporting company) o		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 x

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



Class		Outstanding at April 17, 2015
Common Stock (par value $.01 per share)		181,380,334 shares

AMERIPRISE FINANCIAL, INC.

FORM 10-Q

INDEX



Part I.	Financial Information:
	Item 1.	Financial Statements
		Consolidated Statements of Operations — Three months ended March 31, 2015 and 2014	3
		Consolidated Statements of Comprehensive Income — Three months ended March 31, 2015 and 2014	4
		Consolidated Balance Sheets — March 31, 2015 and December 31, 2014	5
		Consolidated Statements of Equity — Three months ended March 31, 2015 and 2014	6
		Consolidated Statements of Cash Flows — Three months ended March 31, 2015 and 2014	7
		Notes to Consolidated Financial Statements	9
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	49
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	77
	Item 4.	Controls and Procedures	77

Part II.	Other Information:
	Item 1.	Legal Proceedings	78
	Item 1A.	Risk Factors	78
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
	Item 5.	Other Information	81
	Item 6.	Exhibits	81
	Signatures		82
	Exhibit Index		E-1

AMERIPRISE FINANCIAL, INC.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except per share amounts)



	Three Months Ended March 31,
	2015			2014
Revenues
Management and financial advice fees	$	1,468		$	1,386
Distribution fees	466			476
Net investment income	484			471
Premiums	353			330
Other revenues	289			340
Total revenues	3,060			3,003
Banking and deposit interest expense	7			7
Total net revenues	3,053			2,996
Expenses
Distribution expenses	819			786
Interest credited to fixed accounts	172			186
Benefits, claims, losses and settlement expenses	533			450
Amortization of deferred acquisition costs	75			87
Interest and debt expense	84			79
General and administrative expense	752			758
Total expenses	2,435			2,346
Income from continuing operations before income tax provision	618			650
Income tax provision	139			134
Income from continuing operations	479			516
Loss from discontinued operations, net of tax	—			(1		)
Net income	479			515
Less: Net income attributable to noncontrolling interests	86			115
Net income attributable to Ameriprise Financial	$	393		$	400
Earnings per share attributable to Ameriprise Financial, Inc. common shareholders
Basic
Income from continuing operations	$	2.11		$	2.05
Loss from discontinued operations	—			—
Net income	$	2.11		$	2.05
Diluted
Income from continuing operations	$	2.08		$	2.01
Loss from discontinued operations	—			—
Net income	$	2.08		$	2.01
Cash dividends declared per common share	$	0.58		$	0.52
Supplemental Disclosures:
Total other-than-temporary impairment losses on securities	$	(1	)	$	(1	)
Portion of loss recognized in other comprehensive income (before taxes)	—			—
Net impairment losses recognized in net investment income	$	(1	)	$	(1	)
See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in millions)



	Three Months Ended March 31,
	2015			2014

Net income	$	479		$	515
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(85		)	15
Net unrealized gains on securities:
Net unrealized securities gains arising during the period	147			239
Reclassification of net securities gains included in net income	(7		)	(3		)
Impact of deferred acquisition costs, deferred sales inducement costs, unearned revenue, benefit reserves and reinsurance recoverables	(69		)	(91		)
Total net unrealized gains on securities	71			145
Total other comprehensive income (loss), net of tax	(14		)	160
Total comprehensive income	465			675
Less: Comprehensive income attributable to noncontrolling interests	30			124
Comprehensive income attributable to Ameriprise Financial	$	435		$	551
See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share amounts)



	March 31, 2015			December 31, 2014
	(unaudited)
Assets
Cash and cash equivalents	$	2,809		$	2,638
Cash of consolidated investment entities	338			390
Investments	35,726			35,582
Investments of consolidated investment entities, at fair value	6,090			6,148
Separate account assets	84,243			83,256
Receivables	5,063			4,887
Receivables of consolidated investment entities (includes $31 and $49, respectively, at fair value)	77			140
Deferred acquisition costs	2,602			2,608
Restricted and segregated cash and investments	2,714			2,614
Other assets	9,896			8,611
Other assets of consolidated investment entities, at fair value	1,890			1,936
Total assets	$	151,448		$	148,810

Liabilities and Equity
Liabilities:
Policyholder account balances, future policy benefits and claims	$	30,482		$	30,350
Separate account liabilities	84,243			83,256
Customer deposits	7,878			7,664
Short-term borrowings	200			200
Long-term debt	3,066			3,062
Debt of consolidated investment entities (includes $5,933 and $6,030, respectively, at fair value)	6,779			6,867
Accounts payable and accrued expenses	1,275			1,482
Accounts payable and accrued expenses of consolidated investment entities	46			41
Other liabilities	8,068			6,357
Other liabilities of consolidated investment entities (includes $119 and $193, respectively, at fair value)	152			226
Total liabilities	142,189			139,505
Equity:
Ameriprise Financial, Inc.:
Common shares ($.01 par value; shares authorized, 1,250,000,000; shares issued, 321,981,162 and 320,990,255, respectively)	3			3
Additional paid-in capital	7,423			7,345
Retained earnings	8,752			8,469
Appropriated retained earnings of consolidated investment entities	279			234
Treasury shares, at cost (140,185,225 and 137,880,746 shares, respectively)	(8,966		)	(8,589		)
Accumulated other comprehensive income, net of tax	704			662
Total Ameriprise Financial, Inc. shareholders’ equity	8,195			8,124
Noncontrolling interests	1,064			1,181
Total equity	9,259			9,305
Total liabilities and equity	$	151,448		$	148,810
See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(in millions, except share data)



	Ameriprise Financial, Inc.
	Number of Outstanding Shares		Common Shares		Additional Paid-In Capital		Retained Earnings			Appropriated Retained Earnings of Consolidated Investment Entities		Treasury Shares			Accumulated Other Com- prehensive Income		Total Ameriprise Financial, Inc. Share- holders’ Equity			Non-controlling Interests			Total

Balances at January 1, 2014	192,118,307		$	3	$	6,929	$	7,289		$	337	$	(6,961	)	$	595	$	8,192		$	1,040		$	9,232
Comprehensive income:
Net income	—		—		—		400			—		—			—		400			115			515
Other comprehensive income, net of tax	—		—		—		—			—		—			151		151			9			160
Total comprehensive income																	551			124			675
Net income reclassified to appropriated retained earnings	—		—		—		—			19		—			—		19			(19		)	—
Dividends to shareholders	—		—		—		(103		)	—		—			—		(103		)	—			(103		)
Distributions to noncontrolling interests	—		—		—		—			—		—			—		—			(49		)	(49		)
Repurchase of common shares	(4,706,057	)	—		—		—			—		(516		)	—		(516		)	—			(516		)
Share-based compensation plans	3,149,234		—		117		(4		)	—		88			—		201			5			206
Balances at March 31, 2014	190,561,484		$	3	$	7,046	$	7,582		$	356	$	(7,389	)	$	746	$	8,344		$	1,101		$	9,445

Balances at January 1, 2015	183,109,509		$	3	$	7,345	$	8,469		$	234	$	(8,589	)	$	662	$	8,124		$	1,181		$	9,305
Comprehensive income:
Net income	—		—		—		393			—		—			—		393			86			479
Other comprehensive income (loss), net of tax	—		—		—		—			—		—			42		42			(56		)	(14		)
Total comprehensive income																	435			30			465
Net income reclassified to appropriated retained earnings	—		—		—		—			45		—			—		45			(45		)	—
Dividends to shareholders	—		—				(110		)	—		—			—		(110		)	—			(110		)
Noncontrolling interests investments in subsidiaries	—		—		—		—			—		—			—		—			117			117
Distributions to noncontrolling interests	—		—		—		—			—		—			—		—			(219		)	(219		)
Repurchase of common shares	(3,347,442	)	—		—		—			—		(443		)	—		(443		)	—			(443		)
Share-based compensation plans	2,033,870		—		78		—			—		66			—		144			—			144
Balances at March 31, 2015	181,795,937		$	3	$	7,423	$	8,752		$	279	$	(8,966	)	$	704	$	8,195		$	1,064		$	9,259
See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in millions)

	Three Months Ended March 31,
	2015			2014

Cash Flows from Operating Activities
Net income	$	479		$	515
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion, net	66			63
Deferred income tax expense (benefit)	66			(37		)
Share-based compensation	35			30
Net realized investment gains	(12		)	(6		)
Net trading gains	(3		)	(2		)
Loss from equity method investments	5			3
Other-than-temporary impairments and provision for loan losses	2			1
Net gains of consolidated investment entities	(9		)	(101		)
Changes in operating assets and liabilities:
Restricted and segregated cash and investments	(99		)	(31		)
Deferred acquisition costs	(5		)	8
Other investments, net	(55		)	—
Policyholder account balances, future policy benefits and claims, net	419			121
Derivatives, net of collateral	(265		)	(85		)
Receivables	(184		)	(144		)
Brokerage deposits	110			60
Accounts payable and accrued expenses	(196		)	(183		)
Cash held by consolidated investment entities	52			(72		)
Investment properties of consolidated investment entities	(33		)	49
Other operating assets and liabilities of consolidated investment entities, net	(4		)	(14		)
Other, net	544			259
Net cash provided by operating activities	913			434

Cash Flows from Investing Activities
Available-for-Sale securities:
Proceeds from sales	48			161
Maturities, sinking fund payments and calls	1,351			1,104
Purchases	(1,207		)	(1,029		)
Proceeds from maturities and repayments of mortgage loans	163			140
Funding of mortgage loans	(91		)	(124		)
Proceeds from sales and collections of other investments	41			57
Purchase of other investments	(93		)	(111		)
Purchase of investments by consolidated investment entities	(403		)	(742		)
Proceeds from sales, maturities and repayments of investments by consolidated investment entities	396			418
Purchase of land, buildings, equipment and software	(29		)	(20		)
Other, net	6			1
Net cash provided by (used in) investing activities	182			(145		)
See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued) (in millions)

	Three Months Ended March 31,
	2015			2014

Cash Flows from Financing Activities
Investment certificates:
Proceeds from additions	$	662		$	617
Maturities, withdrawals and cash surrenders	(559		)	(528		)
Policyholder account balances:
Deposits and other additions	470			494
Net transfers to separate accounts	(56		)	(56		)
Surrenders and other benefits	(788		)	(661		)
Cash paid for purchased options with deferred premiums	(89		)	(124		)
Cash received from purchased options with deferred premiums	—			47
Change in short-term borrowings, net	—			(200		)
Dividends paid to shareholders	(107		)	(100		)
Repurchase of common shares	(394		)	(457		)
Exercise of stock options	6			11
Excess tax benefits from share-based compensation	45			92
Borrowings by consolidated investment entities	199			478
Repayments of debt by consolidated investment entities	(192		)	(85		)
Noncontrolling interests investments in subsidiaries	117			—
Distributions to noncontrolling interests	(219		)	(49		)
Net cash used in financing activities	(905		)	(521		)
Effect of exchange rate changes on cash	(19		)	3
Net increase (decrease) in cash and cash equivalents	171			(229		)
Cash and cash equivalents at beginning of period	2,638			2,632
Cash and cash equivalents at end of period	$	2,809		$	2,403

Supplemental Disclosures:
Interest paid excluding consolidated investment entities	$	28		$	32
Interest paid by consolidated investment entities	54			44
Income taxes paid, net	21			50
Non-cash investing activity:
Affordable housing partnership commitments not yet remitted	10			—
See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

Ameriprise Financial, Inc. 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 clients’ cash and liquidity, asset accumulation, income, protection and estate and wealth transfer needs. The foreign operations of Ameriprise Financial, Inc. are conducted primarily through its subsidiary, Threadneedle Asset Management Holdings Sàrl (“Threadneedle”).

The accompanying Consolidated Financial Statements include the accounts of Ameriprise Financial, Inc., companies in which it directly or indirectly has a controlling financial interest and variable interest entities (“VIEs”) in which it is the primary beneficiary (collectively, the “Company”). The income or loss generated by consolidated entities which will not be realized by the Company’s shareholders is attributed to noncontrolling interests in the Consolidated Statements of Operations. Noncontrolling interests are the ownership interests in subsidiaries not attributable, directly or indirectly, to Ameriprise Financial, Inc. and are classified as equity within the Consolidated Balance Sheets. The Company, excluding noncontrolling interests, is defined as “Ameriprise Financial.” All intercompany transactions and balances have been eliminated in consolidation. See Note 3 for additional information related to VIEs.

The results of Securities America Financial Corporation and its subsidiaries (collectively, “Securities America”) have been presented as discontinued operations for all periods presented. The Company completed the sale of Securities America in the fourth quarter of 2011.

The interim financial information in this report has not been audited. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods have been made. All adjustments made were of a normal recurring nature.

The accompanying Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. These Consolidated Financial Statements and Notes should be read in conjunction with the Consolidated Financial Statements and Notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2015.

The Company evaluated events or transactions that may have occurred after the balance sheet date for potential recognition or disclosure through the date the financial statements were issued.

2. Recent Accounting Pronouncements

Adoption of New Accounting Standards

Transfers and Servicing

In June 2014, the Financial Accounting Standards Board (“FASB”) updated the accounting standards related to transfers and servicing. The update requires repurchase-to-maturity transactions and linked repurchase financings to be accounted for as secured borrowings consistent with the accounting for other repurchase agreements. The standard requires disclosures related to transfers of financial assets accounted for as sales in transactions that are similar to repurchase agreements. The standard also requires disclosures on the remaining contractual maturity of the agreements, disaggregation of the gross obligation by class of collateral pledged and potential risks associated with the agreements and the related collateral pledged in repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings. The standard is effective for interim and annual periods beginning after December 15, 2014, except for the disclosure requirements for repurchase agreements, security lending transactions and repurchase-to-maturity transactions accounted for as secured borrowings which are effective for interim periods beginning after March 15, 2015. The standard requires entities to present changes in accounting for transactions outstanding at the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The adoption of the standard did not have any effect on the Company’s consolidated results of operations and financial condition. The Company will make the required disclosures beginning in the second quarter.

Receivables - Troubled Debt Restructuring by Creditors

In January 2014, the FASB updated the accounting standard related to recognizing residential real estate obtained through a repossession or foreclosure from a troubled debtor. The update clarifies the criteria for derecognition of the loan receivable and recognition of the real estate property. The standard is effective for interim and annual periods beginning after December 15, 2014 and can be applied under a modified retrospective transition method or a prospective transition method. The adoption of the standard did not have any effect on the Company’s consolidated results of operations and financial condition.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Investments - Equity Method and Joint Ventures

In January 2014, the FASB updated the accounting standard related to investments in qualified affordable housing projects. The update allows for an accounting policy election to account for investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, the investment in a qualified affordable housing project is amortized in proportion to the tax credits and other tax benefits received. The net investment performance is recognized as a component of income tax expense (benefit). The standard is effective for interim and annual periods beginning after December 15, 2014 and should be applied retrospectively to all periods presented. The Company did not elect the proportional amortization method.

Future Adoption of New Accounting Standards

Interest - Imputation of Interest

In April 2015, the FASB updated the accounting standards related to debt issuance costs. The update requires that debt issuance costs be presented on the balance sheet as a direct deduction from the carrying amount of debt. The update does not impact the measurement or recognition of debt issuance costs. The standard is effective for interim and annual periods beginning after December 15, 2015. The standard is to be applied on a retrospective basis to all periods presented. Early adoption of the standard is permitted. The Company does not expect the reclassification to have a material impact on the Company’s consolidated financial condition. There is no impact of the standard to the Company’s consolidated results of operations.

Consolidation

In February 2015, the FASB updated the accounting standard for consolidation. The update changes the accounting for the consolidation model for limited partnerships and VIEs and excludes certain money market funds out of the consolidation analysis. Specific to the consolidation analysis of a VIE, the update clarifies consideration of fees paid to a decision maker and amends the related party guidance. The standard is effective for periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The standard may be applied using a modified retrospective approach by recording a cumulative-effect adjustment to equity at the beginning of the period of adoption or applied retrospectively. The Company is currently evaluating the impact of the standard on its consolidated results of operations and financial condition.

In August 2014, the FASB updated the accounting standard related to consolidation of collateralized financing entities. The update applies to reporting entities that consolidate a collateralized financing entity and measures all financial assets and liabilities of the collateralized financing entity at fair value. The update provides a measurement alternative which would allow an entity to measure both the financial assets and financial liabilities at the fair value of the more observable of the fair value of the financial assets or financial liabilities. When the measurement alternative is elected, the reporting entity’s net income should reflect its own economic interests in the collateralized financing entity, including changes in the fair value of the beneficial interests retained by the reporting entity and beneficial interests that represent compensation for services. If the measurement alternative is not elected, the financial assets and financial liabilities should be measured separately in accordance with the requirements of the fair value topic. Any difference in the fair value of the assets and liabilities would be recorded to net income attributable to the reporting entity. The standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted as of the beginning of an annual period. The Company is currently evaluating the impact of the standard on its consolidated results of operations and financial condition.

Presentation of Financial Statements - Going Concern

In August 2014, the FASB updated the accounting standard related to an entity’s assessment of its ability to continue as a going concern. The standard requires that management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. In situations where there is substantial doubt about an entity’s ability to continue as a going concern, disclosure should be made so that a reader can understand the conditions that raise substantial doubt, management’s assessment of those conditions and any plan management has to mitigate those conditions. The standard is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of the standard is not expected to have a material impact on the Company’s consolidated results of operations and financial condition.

Compensation - Stock Compensation

In June 2014, the FASB updated the accounting standards related to stock compensation. The update clarifies the accounting for share-based payments with a performance target that could be achieved after the requisite service period. The update specifies the performance target should not be reflected in estimating the grant-date fair value of the award. Instead, the probability of achieving the performance target should impact vesting of the award. The standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The adoption of the standard is not expected to have a material impact on the Company’s consolidated results of operations and financial condition.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Revenue from Contracts with Customers

In May 2014, the FASB updated the accounting standards for revenue from contracts with customers. The update provides a five step revenue recognition model for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers (unless the contracts are in the scope of other standards). The standard also updates the accounting for certain costs associated with obtaining and fulfilling a customer contract. In addition, the standard requires disclosure of quantitative and qualitative information that enables users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The standard is effective for interim and annual periods beginning after December 15, 2016 and early adoption is prohibited. The standard may be applied retrospectively for all periods presented or retrospectively with a cumulative-effect adjustment at the date of adoption. The Company is currently evaluating the impact of the standard on its consolidated results of operations and financial condition.

3. Variable Interest Entities

The Company provides asset management services to investment entities which are considered to be VIEs, such as CLOs, hedge funds, property funds (pooled investment vehicles) and private equity funds (collectively, “investment entities”), which are sponsored by the Company. The Company consolidates certain CLOs and property funds (collectively, “consolidated investment entities”). In addition, the Company invests in structured investments and affordable housing partnerships which are considered VIEs which the Company does not consolidate.

Non-Consolidated VIEs

The Company has determined that consolidation is not required for hedge funds and private equity funds which are sponsored by the Company. The Company's maximum exposure to loss with respect to its investment in these entities is limited to its carrying value. The carrying value of the Company’s investment in these entities was $94 million and $89 million as of March 31, 2015 and December 31, 2014, respectively.

The Company manages one CLO which it does not consolidate. The Company manages the CLO and earns management fees and incentive fees from the CLO based on the CLO’s collateral pool. Unlike the consolidated CLOs, the Company has no investment in the CLO and no exposure to loss.

The Company has variable interests in affordable housing partnerships for which it is not the primary beneficiary and therefore does not consolidate. The Company’s maximum exposure to loss as a result of its investment in affordable housing partnerships is limited to the carrying value of these investments. The carrying value is reflected in other investments and was $506 million and $504 million as of March 31, 2015 and December 31, 2014, respectively.

The Company invests in structured investments which are considered VIEs for which it is not the sponsor. These structured investments typically invest in fixed income instruments and are managed by third parties and include asset backed securities, commercial mortgage backed securities and residential mortgage backed securities. The Company classifies these investments as Available-for-Sale securities. The Company has determined that it is not the primary beneficiary of these structures due to the size of the Company’s investment in the entities and position in the capital structure of these entities. The Company's maximum exposure to loss as a result of its investment in these structured investments is limited to its carrying value. See Note 4 for additional information about these structured investments.

The Company has no obligation to provide financial or other support to the non-consolidated VIEs beyond its investment nor has the Company provided any support to these entities. The carrying value of the Company’s investment in these entities is included in investments on the consolidated balance sheets.

Consolidated VIEs

The consolidated CLOs are asset backed financing entities collateralized by a pool of assets, primarily syndicated loans and, to a lesser extent, high-yield bonds and stocks. Multiple tranches of debt securities are issued by a CLO, offering investors various maturity and credit risk characteristics. The debt securities issued by the CLOs are non-recourse to the Company. The CLO’s debt holders have recourse only to the assets of the CLO. The assets of the CLOs cannot be used by the Company. Scheduled debt payments are based on the performance of the CLO’s collateral pool. The Company generally earns management fees from the CLOs based on the CLO’s collateral pool and, in certain instances, may also receive incentive fees. The Company has invested in a portion of the unrated, junior subordinated notes of certain CLOs. For certain of the CLOs, the Company has determined that consolidation is required as it has power over the CLOs as collateral manager and holds a variable interest in the CLOs for which the Company has the potential to receive benefits or the potential obligation to absorb losses that could be significant to the CLO.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The Company provides investment advice and related services to property funds, certain of which are considered VIEs. For investment management services, the Company generally earns management fees based on the market value of assets under management, and in certain instances may also receive performance-based fees. The Company has determined that consolidation is required for certain property funds managed by the Company.

During the three months ended March 31, 2015, the Company consolidated no new CLOs and liquidated no CLOs. During the three months ended March 31, 2014, the Company consolidated one new CLO with assets of approximately $457 million and liquidated no CLOs.

During the three months ended March 31, 2015, the Company consolidated two new property funds with assets of approximately $248 million. During the three months ended March 31, 2014, the Company consolidated no new property funds. The Company terminated one property fund during each of the three months ended March 31, 2015 and 2014. The liquidation of properties may occur over several years until the fund is terminated. See the summary of changes in Level 3 assets and liabilities for gross sales and purchases of properties, within the other assets caption, for the three months ended March 31, 2015 and 2014.

Fair Value of Assets and Liabilities

The Company categorizes its fair value measurements according to a three-level hierarchy. See Note 10 for the definition of the three levels of the fair value hierarchy.

The following tables present the balances of assets and liabilities held by consolidated investment entities measured at fair value on a recurring basis:



	March 31, 2015
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Investments:
Corporate debt securities	$	—	$	168	$	—	$	168
Common stocks	139		34		11		184
Other investments	4		25		—		29
Syndicated loans	—		5,242		467		5,709
Total investments	143		5,469		478		6,090
Receivables	—		31		—		31
Other assets	—		1		1,889		1,890
Total assets at fair value	$	143	$	5,501	$	2,367	$	8,011
Liabilities
Debt	$	—	$	—	$	5,933	$	5,933
Other liabilities	—		119		—		119
Total liabilities at fair value	$	—	$	119	$	5,933	$	6,052

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



	December 31, 2014
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Investments:
Corporate debt securities	$	—	$	171	$	—	$	171
Common stocks	130		40		7		177
Other investments	4		25		—		29
Syndicated loans	—		5,287		484		5,771
Total investments	134		5,523		491		6,148
Receivables	—		49		—		49
Other assets	—		1		1,935		1,936
Total assets at fair value	$	134	$	5,573	$	2,426	$	8,133
Liabilities
Debt	$	—	$	—	$	6,030	$	6,030
Other liabilities	—		193		—		193
Total liabilities at fair value	$	—	$	193	$	6,030	$	6,223

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



	Common Stocks				Syndicated Loans				Other Assets				Debt
	(in millions)
Balance, January 1, 2015	$	7			$	484			$	1,935			$	(6,030	)
Total gains (losses) included in:
Net income	(1		)	⁽¹⁾	(1		)	⁽¹⁾	31			⁽²⁾	51			⁽¹⁾
Other comprehensive income	—				—				(110		)		—
Purchases	—				37				342				—
Sales	—				(3		)		(309		)		—
Settlements	—				(31		)		—				46
Transfers into Level 3	5				255				—				—
Transfers out of Level 3	—				(274		)		—				—
Balance, March 31, 2015	$	11			$	467			$	1,889			$	(5,933	)
Changes in unrealized gains (losses) included in income relating to assets and liabilities held at March 31, 2015	$	(1	)	⁽¹⁾	$	(1	)	⁽¹⁾	$	(58	)	⁽²⁾	$	51		⁽¹⁾

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

⁽²⁾ Included in other revenues in the Consolidated Statements of Operations.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



	Corporate Debt Securities				Common Stocks				Syndicated Loans				Other Assets				Debt
	(in millions)
Balance, January 1, 2014	$	2			$	14			$	368			$	1,936			$	(4,804	)
Total gains (losses) included in:
Net income	1			⁽¹⁾	2			⁽¹⁾	4			⁽¹⁾	80			⁽²⁾	(10		)	⁽¹⁾
Other comprehensive loss	—				—				—				15				—
Purchases	2				—				96				19				—
Sales	(2		)		—				—				(68		)		—
Issues	—				—				—				—				(456		)
Settlements	—				—				(12		)		—				45
Transfers into Level 3	10				6				146				11				—
Transfers out of Level 3	—				(12		)		(218		)		—				—
Balance, March 31, 2014	$	13			$	10			$	384			$	1,993			$	(5,225	)
Changes in unrealized gains (losses) included in income relating to assets and liabilities held at March 31, 2014	$	1		⁽¹⁾	$	2		⁽¹⁾	$	3		⁽¹⁾	$	78		⁽²⁾	$	(10	)	⁽¹⁾

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

⁽²⁾ Included in other revenues in the Consolidated Statements of Operations.

Securities and loans transferred from Level 2 to Level 3 represent assets with fair values that are now based on a single non-binding broker quote. Securities and loans transferred from Level 3 to Level 2 represent assets with fair values that are now obtained from a third party pricing service with observable inputs or priced in active markets. During the reporting periods, there were no transfers between Level 1 and Level 2.

The following tables provide a summary of the significant unobservable inputs used in the fair value measurements developed by the Company or reasonably available to the Company of Level 3 assets and liabilities held by consolidated investment entities:



	March 31, 2015
	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average
	(in millions)
Other assets (property funds)	$	1,889	Discounted cash flow/ market comparables	Equivalent yield	4.2	%	–	13.8%	6.3	%
				Expected rental value (per square foot)	$3		–	$89	$36
CLO debt	$	5,933	Discounted cash flow	Annual default rate	2.5%
				Discount rate	1.7	%	–	8.5%	2.8	%
				Constant prepayment rate	5.0	%	–	10.0%	9.8	%
				Loss recovery	36.4	%	–	63.6%	62.7	%



	December 31, 2014
	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average
	(in millions)
Other assets (property funds)	$	1,935	Discounted cash flow/ market comparables	Equivalent yield	4.4	%	–	12.0%	6.5	%
				Expected rental value (per square foot)	$3		–	$94	$34
CLO debt	$	6,030	Discounted cash flow	Annual default rate	2.5%
				Discount rate	1.2	%	–	8.3%	2.4	%
				Constant prepayment rate	5.0	%	–	10.0%	9.8	%
				Loss recovery	36.4	%	–	63.6%	62.7	%

Level 3 measurements not included in the tables above are obtained from non-binding broker quotes where unobservable inputs are not reasonably available to the Company.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Sensitivity of Fair Value Measurements to Changes in Unobservable Inputs

Generally, a significant increase (decrease) in the expected rental value used in the fair value measurement of properties held by consolidated investment entities in isolation would result in a significantly higher (lower) fair value measurement and a significant increase (decrease) in the equivalent yield in isolation would result in a significantly lower (higher) fair value measurement.

Generally, a significant increase (decrease) in the annual default rate and discount rate used in the fair value measurement of the CLO’s debt in isolation would result in a significantly lower (higher) fair value measurement and a significant increase (decrease) in loss recovery in isolation would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the constant prepayment rate in isolation would result in a significantly higher (lower) fair value measurement.

Determination of Fair Value

Assets

Investments

The fair value of syndicated loans obtained from third party pricing services using a market approach with observable inputs is classified as Level 2. The fair value of syndicated loans obtained from third party pricing services with a single non-binding broker quote as the underlying valuation source is classified as Level 3. The underlying inputs used in non-binding broker quotes are not readily available to the Company.

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

See Note 10 for a description of the Company’s determination of the fair value of corporate debt securities, U.S. government and agencies obligations, common stocks and other investments.

Receivables

For receivables of the consolidated CLOs, the carrying value approximates fair value as the nature of these assets has historically been short term and the receivables have been collectible. The fair value of these receivables is classified as Level 2.

Other Assets

Other assets consist primarily of properties held in consolidated pooled investment vehicles managed by Threadneedle. The fair value of these properties is calculated by a third party appraisal service by discounting future cash flows generated by the expected market rental value for the property using the equivalent yield of a similar investment property. Inputs used in determining the equivalent yield and expected rental value of the property may include: rental cash flows, current occupancy, historical vacancy rates, tenant history and assumptions regarding how quickly the property can be occupied and at what rental rates. Management reviews the valuation report and assumptions used to ensure that the valuation was performed in accordance with applicable independence, appraisal and valuation standards. Given the significance of the unobservable inputs to these measurements, these assets are classified as Level 3.

The CLOs hold an immaterial amount of warrants recorded in other assets. Loans within the CLOs may default and go through a restructuring that can result in the CLO receiving warrants for the issuer’s equity securities. Warrants are classified as Level 2 when the price is derived from observable market data. Warrants from an issuer whose securities are not priced in active markets are classified as Level 3.

Liabilities

Debt

The fair value of the CLOs’ debt is determined using a discounted cash flow model. Inputs used to determine the expected cash flows include assumptions about default, discount, prepayment and recovery rates of the CLOs’ underlying assets. Given the significance of the unobservable inputs to this fair value measurement, the fair value of the CLOs’ debt is classified as Level 3.

Other Liabilities

Other liabilities consist primarily of securities purchased but not yet settled held by consolidated CLOs. The carrying value approximates fair value as the nature of these liabilities has historically been short term. The fair value of these liabilities is classified as Level 2.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Fair Value Option

The Company has elected the fair value option for the financial assets and liabilities of the consolidated CLOs. Management believes that the use of the fair value option better matches the changes in fair value of assets and liabilities related to the CLOs.

The following table presents the fair value and unpaid principal balance of loans and debt for which the fair value option has been elected:



	March 31, 2015			December 31, 2014
	(in millions)
Syndicated loans
Unpaid principal balance	$	5,830		$	5,871
Excess unpaid principal over fair value	(121		)	(100		)
Fair value	$	5,709		$	5,771
Fair value of loans more than 90 days past due	$	28		$	32
Fair value of loans in nonaccrual status	28			32
Difference between fair value and unpaid principal of loans more than 90 days past due, loans in nonaccrual status or both	30			25
Debt
Unpaid principal balance	$	6,203		$	6,248
Excess unpaid principal over fair value	(270		)	(218		)
Fair value	$	5,933		$	6,030

Interest income from syndicated loans, bonds and structured investments is recorded based on contractual rates in net investment income. Gains and losses related to changes in the fair value of investments and gains and losses on sales of investments are also recorded in net investment income. Interest expense on debt is recorded in interest and debt expense with gains and losses related to changes in the fair value of debt recorded in net investment income.

Total net gains recognized in net investment income related to changes in the fair value of financial assets and liabilities for which the fair value option was elected were $41 million and $21 million for the three months ended March 31, 2015 and 2014, respectively. The majority of the syndicated loans and debt have floating rates; as such, changes in their fair values are primarily attributable to changes in credit spreads.

Debt of the consolidated investment entities and the stated interest rates were as follows:



	Carrying Value				Weighted Average Interest Rate
	March 31, 2015		December 31, 2014		March 31, 2015		December 31, 2014
	(in millions)
Debt of consolidated CLOs due 2016-2026	$	5,933	$	6,030	1.3	%	1.3	%
Floating rate revolving credit borrowings due 2016-2020	846		837		2.8		2.7
Total	$	6,779	$	6,867

The debt of the consolidated CLOs has both fixed and floating interest rates, which range from 0% to 9.2%. The interest rates on the debt of CLOs are weighted average rates based on the outstanding principal and current interest rates. The carrying value of the debt of the consolidated CLOs represents the fair value of the aggregate debt. The carrying value of the floating rate revolving credit borrowings represents the outstanding principal amount of debt of certain consolidated pooled investment vehicles managed by Threadneedle. The fair value of this debt was $846 million and $837 million as of March 31, 2015 and December 31, 2014, respectively. The property funds have entered into interest rate swaps and collars to manage the interest rate exposure on the floating rate revolving credit borrowings. The fair value of these derivative instruments is recorded gross and was a liability of $10 million at both March 31, 2015 and December 31, 2014. The overall effective interest rate reflecting the impact of the derivative contracts was 3.2% and 3.1% as of March 31, 2015 and December 31, 2014, respectively.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

4. Investments

The following is a summary of Ameriprise Financial investments:



	March 31, 2015		December 31, 2014
	(in millions)
Available-for-Sale securities, at fair value	$	30,150	$	30,027
Mortgage loans, net	3,368		3,440
Policy and certificate loans	813		806
Other investments	1,395		1,309
Total	$	35,726	$	35,582

The following is a summary of net investment income:



	Three Months Ended March 31,
	2015			2014
	(in millions)
Investment income on fixed maturities	$	354		$	374
Net realized gains	10			5
Affordable housing partnerships	(8		)	(6		)
Other	23			24
Consolidated investment entities	105			74
Total net investment income	$	484		$	471

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



	March 31, 2015
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Noncredit OTTI ⁽¹⁾
	(in millions)
Corporate debt securities	$	15,622	$	1,634	$	(38	)	$	17,218	$	3
Residential mortgage backed securities	6,147		175		(52		)	6,270		(15		)
Commercial mortgage backed securities	2,560		136		(2		)	2,694		—
Asset backed securities	1,353		55		(3		)	1,405		—
State and municipal obligations	2,003		267		(27		)	2,243		—
U.S. government and agencies obligations	52		4		—			56		—
Foreign government bonds and obligations	227		24		(6		)	245		—
Common stocks	8		11		—			19		5
Total	$	27,972	$	2,306	$	(128	)	$	30,150	$	(7	)

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



	December 31, 2014
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Noncredit OTTI ⁽¹⁾
	(in millions)
Corporate debt securities	$	15,742	$	1,482	$	(59	)	$	17,165	$	3
Residential mortgage backed securities	6,099		168		(60		)	6,207		(15		)
Commercial mortgage backed securities	2,513		120		(3		)	2,630		—
Asset backed securities	1,417		59		(6		)	1,470		—
State and municipal obligations	2,008		257		(26		)	2,239		—
U.S. government and agencies obligations	43		4		—			47		—
Foreign government bonds and obligations	236		21		(6		)	251		—
Common stocks	8		10		—			18		5
Total	$	28,066	$	2,121	$	(160	)	$	30,027	$	(7	)


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

As of March 31, 2015 and December 31, 2014, investment securities with a fair value of $1.1 billion and $1.3 billion, respectively, were pledged to meet contractual obligations under derivative contracts and short-term borrowings.

At both March 31, 2015 and December 31, 2014, fixed maturity securities comprised approximately 84% of Ameriprise Financial investments. Rating agency designations are based on the availability of ratings from Nationally Recognized Statistical Rating Organizations (“NRSROs”), including Moody’s Investors Service (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”) and Fitch Ratings Ltd. (“Fitch”). The Company uses the median of available ratings from Moody’s, S&P and Fitch, or, if fewer than three ratings are available, the lower rating is used. When ratings from Moody’s, S&P and Fitch are unavailable, the Company may utilize ratings from other NRSROs or rate the securities internally. At March 31, 2015 and December 31, 2014, the Company’s internal analysts rated $1.3 billion and $1.4 billion, respectively, of securities using criteria similar to those used by NRSROs.

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



	March 31, 2015						December 31, 2014
Ratings	Amortized Cost		Fair Value		Percent of Total Fair Value		Amortized Cost		Fair Value		Percent of Total Fair Value
	(in millions, except percentages)
AAA	$	7,511	$	7,817	26	%	$	7,500	$	7,776	26	%
AA	1,603		1,824		6		1,581		1,799		6
A	5,624		6,294		21		6,028		6,668		22
BBB	11,418		12,372		41		11,187		12,025		40
Below investment grade	1,808		1,824		6		1,762		1,741		6
Total fixed maturities	$	27,964	$	30,131	100	%	$	28,058	$	30,009	100	%

At March 31, 2015 and December 31, 2014, approximately 53% and 52%, 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 total equity.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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



	March 31, 2015
	Less than 12 months						12 months or more						Total
Description of Securities	Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses
	(in millions, except number of securities)
Corporate debt securities	113	$	1,335	$	(33	)	14	$	169	$	(5	)	127	$	1,504	$	(38	)
Residential mortgage backed securities	69	871		(5		)	143	1,389		(47		)	212	2,260		(52		)
Commercial mortgage backed securities	11	113		(1		)	6	85		(1		)	17	198		(2		)
Asset backed securities	15	171		—			12	218		(3		)	27	389		(3		)
State and municipal obligations	21	46		(1		)	3	102		(26		)	24	148		(27		)
Foreign government bonds and obligations	3	7		(1		)	14	26		(5		)	17	33		(6		)
Total	232	$	2,543	$	(41	)	192	$	1,989	$	(87	)	424	$	4,532	$	(128	)



	December 31, 2014
	Less than 12 months						12 months or more						Total
Description of Securities	Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses
	(in millions, except number of securities)
Corporate debt securities	182	$	2,165	$	(41	)	40	$	689	$	(18	)	222	$	2,854	$	(59	)
Residential mortgage backed securities	73	879		(7		)	138	1,387		(53		)	211	2,266		(60		)
Commercial mortgage backed securities	15	173		—			12	131		(3		)	27	304		(3		)
Asset backed securities	17	201		(2		)	14	238		(4		)	31	439		(6		)
State and municipal obligations	11	29		(1		)	10	115		(25		)	21	144		(26		)
Foreign government bonds and obligations	4	10		(1		)	14	27		(5		)	18	37		(6		)
Total	302	$	3,457	$	(52	)	228	$	2,587	$	(108	)	530	$	6,044	$	(160	)

As part of Ameriprise Financial’s ongoing monitoring process, management determined that a majority of the change in gross unrealized losses on its Available-for-Sale securities is attributable to movement in interest rates.

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



	Three Months Ended March 31,
	2015		2014
	(in millions)
Beginning balance	$	98	$	147
Credit losses for which an other-than-temporary impairment was previously recognized	1		—
Ending balance	$	99	$	147

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The change in net unrealized securities gains (losses) in other comprehensive income (loss) 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; (ii) (gains) losses that were previously unrealized, but have been recognized in current period net income due to sales of Available-for-Sale securities and due to the reclassification of noncredit other-than-temporary impairment losses to credit losses; and (iii) other adjustments primarily consisting of changes in insurance and annuity asset and liability balances, such as deferred acquisition costs (“DAC”), deferred sales inducement costs (“DSIC”), unearned revenue, benefit reserves and reinsurance recoverables, 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 a rollforward of the net unrealized securities gains on Available-for-Sale securities included in AOCI:



	Net Unrealized Securities Gains			Deferred Income Tax			AOCI Related to Net Unrealized Securities Gains
	(in millions)
Balance at January 1, 2014	$	1,016		$	(361	)	$	655
Net unrealized securities gains arising during the period ⁽¹⁾	370			(131		)	239
Reclassification of net securities gains included in net income	(5		)	2			(3		)
Impact of other adjustments	(140		)	49			(91		)
Balance at March 31, 2014	$	1,241		$	(441	)	$	800		⁽²⁾

Balance at January 1, 2015	$	1,216		$	(430	)	$	786
Net unrealized securities gains arising during the period ⁽¹⁾	228			(81		)	147
Reclassification of net securities gains included in net income	(11		)	4			(7		)
Impact of other adjustments	(106		)	37			(69		)
Balance at March 31, 2015	$	1,327		$	(470	)	$	857		⁽²⁾

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

⁽²⁾ Includes $5 million and $1 million of noncredit related impairments on securities and net unrealized securities losses on previously impaired securities at March 31, 2015 and 2014, respectively.

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



	Three Months Ended March 31,
	2015			2014
	(in millions)
Gross realized gains	$	17		$	7
Gross realized losses	(5		)	(1		)
Other-than-temporary impairments	(1		)	(1		)
Total	$	11		$	5

Other-than-temporary impairments for the three months ended March 31, 2015 primarily related to credit losses on non-agency residential mortgage backed securities. Other-than-temporary impairments for the three months ended March 31, 2014 primarily related to the Company’s decision to sell a corporate debt security and credit losses on non-agency residential mortgage backed securities.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Available-for-Sale securities by contractual maturity at March 31, 2015 were as follows:



	Amortized Cost		Fair Value
	(in millions)
Due within one year	$	1,505	$	1,520
Due after one year through five years	6,818		7,363
Due after five years through 10 years	5,055		5,343
Due after 10 years	4,526		5,536
	17,904		19,762
Residential mortgage backed securities	6,147		6,270
Commercial mortgage backed securities	2,560		2,694
Asset backed securities	1,353		1,405
Common stocks	8		19
Total	$	27,972	$	30,150

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

5. Financing Receivables

The Company’s financing receivables include commercial mortgage loans, syndicated loans, consumer loans, policy loans, certificate loans and margin loans. Commercial mortgage loans, syndicated loans, consumer loans, policy loans and certificate loans are reflected in investments. Margin loans are recorded in receivables.

Allowance for Loan Losses

Policy and certificate loans do not exceed the cash surrender value at origination. As there is minimal risk of loss related to policy and certificate loans, the Company does not record an allowance for loan losses. The Company monitors collateral supporting margin loans and requests additional collateral when necessary in order to mitigate the risk of loss. As there is minimal risk of loss related to margin loans, the allowance for loan losses is immaterial.

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



	Three Months Ended March 31,
	2015			2014
	(in millions)
Beginning balance	$	35		$	37
Charge-offs	(2		)	(3		)
Provisions	1			—
Ending balance	$	34		$	34

Individually evaluated for impairment	$	8		$	7
Collectively evaluated for impairment	26			27

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



	March 31, 2015		December 31, 2014
	(in millions)
Individually evaluated for impairment	$	41	$	42
Collectively evaluated for impairment	3,870		3,951
Total	$	3,911	$	3,993

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

As of March 31, 2015 and December 31, 2014, the Company’s recorded investment in financing receivables individually evaluated for impairment for which there was no related allowance for loan losses was $15 million and $13 million, respectively. Unearned income, unamortized premiums and discounts, and net unamortized deferred fees and costs are not material to the Company’s total loan balance. During the three months ended March 31, 2015 and 2014, the Company purchased $13 million and $65 million, respectively, and sold $6 million and $4 million, respectively, of syndicated and commercial mortgage loans.

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

Credit Quality Information

Nonperforming loans, which are generally loans 90 days or more past due, were $10 million and $12 million as of March 31, 2015 and December 31, 2014, respectively. All other loans were considered to be performing.

Commercial Mortgage Loans

The Company reviews the credit worthiness of the borrower and the performance of the underlying properties in order to determine the risk of loss on commercial mortgage loans. Based on this review, the commercial mortgage loans are assigned an internal risk rating, which management updates as necessary. Commercial mortgage loans which management has assigned its highest risk rating were 1% of total commercial mortgage loans at both March 31, 2015 and December 31, 2014. Loans with the highest risk rating represent distressed loans which the Company has identified as impaired or expects to become delinquent or enter into foreclosure within the next six months. In addition, the Company reviews the concentrations of credit risk by region and property type.

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



	Loans				Percentage
	March 31, 2015		December 31, 2014		March 31, 2015		December 31, 2014
	(in millions)
East North Central	$	208	$	238	8	%	9	%
East South Central	55		62		2		2
Middle Atlantic	208		217		8		8
Mountain	253		245		9		9
New England	139		140		5		5
Pacific	693		694		26		25
South Atlantic	731		740		27		27
West North Central	238		233		9		9
West South Central	158		160		6		6
	2,683		2,729		100	%	100	%
Less: allowance for loan losses	23		25
Total	$	2,660	$	2,704

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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



	Loans				Percentage
	March 31, 2015		December 31, 2014		March 31, 2015		December 31, 2014
	(in millions)
Apartments	$	501	$	500	19	%	18	%
Hotel	33		34		1		1
Industrial	451		461		17		17
Mixed use	45		45		2		2
Office	527		545		19		20
Retail	965		988		36		36
Other	161		156		6		6
	2,683		2,729		100	%	100	%
Less: allowance for loan losses	23		25
Total	$	2,660	$	2,704

Syndicated Loans

The recorded investment in syndicated loans at March 31, 2015 and December 31, 2014 was $505 million and $511 million, respectively. The Company’s syndicated loan portfolio is diversified across industries and issuers. The primary credit indicator for syndicated loans is whether the loans are performing in accordance with the contractual terms of the syndication. Total nonperforming syndicated loans at March 31, 2015 and December 31, 2014 were $5 million and $4 million, respectively.

Consumer Loans

The recorded investment in consumer loans at March 31, 2015 and December 31, 2014 was $723 million and $753 million, respectively. The Company considers the credit worthiness of borrowers (FICO score), collateral characteristics such as loan-to-value (“LTV”) and geographic concentration in determining the allowance for loan losses for consumer loans. At a minimum, management updates FICO scores and LTV ratios semiannually.

As of both March 31, 2015 and December 31, 2014, approximately 6% of consumer loans had FICO scores below 640. As of both March 31, 2015 and December 31, 2014, approximately 2% of the Company’s residential mortgage loans had LTV ratios greater than 90%. The Company’s most significant geographic concentration for consumer loans is in California representing 37% of the portfolio as of both March 31, 2015 and December 31, 2014, respectively. No other state represents more than 10% of the total consumer loan portfolio.

Troubled Debt Restructurings

The recorded investment in restructured loans was not material as of March 31, 2015 and December 31, 2014. The troubled debt restructurings did not have a material impact to the Company’s allowance for loan losses or income recognized for the three months ended March 31, 2015 and 2014. There are no material commitments to lend additional funds to borrowers whose loans have been restructured.

6. Deferred Acquisition Costs and Deferred Sales Inducement Costs

The balances of and changes in DAC were as follows:



	2015			2014
	(in millions)
Balance at January 1	$	2,608		$	2,663
Capitalization of acquisition costs	80			79
Amortization	(75		)	(87		)
Impact of change in net unrealized securities gains	(11		)	(25		)
Balance at March 31	$	2,602		$	2,630

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The balances of and changes in DSIC, which are included in other assets, were as follows:



	2015			2014
	(in millions)
Balance at January 1	$	362		$	409
Capitalization of sales inducement costs	1			1
Amortization	(9		)	(13		)
Impact of change in net unrealized securities gains	(2		)	(5		)
Balance at March 31	$	352		$	392

7. Policyholder Account Balances, Future Policy Benefits and Claims and Separate Account Liabilities

Policyholder account balances, future policy benefits and claims consisted of the following:



	March 31, 2015			December 31, 2014
	(in millions)
Policyholder account balances
Fixed annuities	$	12,216		$	12,700
Variable annuity fixed sub-accounts	4,849			4,860
Variable universal life (“VUL”)/universal life (“UL”) insurance	2,858			2,856
Indexed universal life (“IUL”) insurance	590			534
Other life insurance	826			840
Total policyholder account balances	21,339			21,790

Future policy benefits
Variable annuity guaranteed minimum withdrawal benefits (“GMWB”)	1,040			693
Variable annuity guaranteed minimum accumulation benefits (“GMAB”) ⁽¹⁾	(35		)	(41		)
Other annuity liabilities	124			115
Fixed annuities life contingent liabilities	1,502			1,511
Equity indexed annuities (“EIA”)	29			29
Life, disability income and long term care insurance	5,277			5,106
VUL/UL and other life insurance additional liabilities	463			437
Total future policy benefits	8,400			7,850
Policy claims and other policyholders’ funds	743			710
Total policyholder account balances, future policy benefits and claims	$	30,482		$	30,350


⁽¹⁾	Includes the value of GMAB embedded derivatives that was a net asset at both March 31, 2015 and December 31, 2014 reported as a contra liability.

Separate account liabilities consisted of the following:



	March 31, 2015		December 31, 2014
	(in millions)
Variable annuity	$	73,087	$	72,125
VUL insurance	7,110		7,016
Other insurance	37		37
Threadneedle investment liabilities	4,009		4,078
Total	$	84,243	$	83,256

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

8. Variable Annuity and Insurance Guarantees

The majority of the variable annuity contracts offered by the Company contain guaranteed minimum death benefit (“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 gain gross-up (“GGU”) benefits. In addition, the Company offers contracts with GMWB and GMAB provisions. The Company previously offered contracts containing guaranteed minimum income benefit (“GMIB”) provisions.

Certain UL policies offered by the Company provide secondary guarantee benefits. The secondary guarantee ensures that, subject to specified conditions, the policy will not terminate and will continue to provide a death benefit even if there is insufficient policy value to cover the monthly deductions and charges.

The following table provides information related to variable annuity guarantees for which the Company has established additional liabilities:



	March 31, 2015							December 31, 2014
Variable Annuity Guarantees by Benefit Type ⁽¹⁾	Total Contract Value		Contract Value in Separate Accounts		Net Amount at Risk		Weighted Average Attained Age	Total Contract Value		Contract Value in Separate Accounts		Net Amount at Risk		Weighted Average Attained Age
	(in millions, except age)
GMDB:
Return of premium	$	56,429	$	54,623	$	20	64	$	55,378	$	53,565	$	24	64
Five/six-year reset	10,269		7,728		25		65	10,360		7,821		28		64
One-year ratchet	7,395		7,016		30		66	7,392		7,006		39		66
Five-year ratchet	1,774		1,717		1		63	1,773		1,717		2		63
Other	955		937		38		70	959		941		38		70
Total — GMDB	$	76,822	$	72,021	$	114	64	$	75,862	$	71,050	$	131	64

GGU death benefit	$	1,104	$	1,052	$	126	67	$	1,072	$	1,019	$	123	67
GMIB	$	331	$	310	$	9	67	$	343	$	321	$	9	67

GMWB:
GMWB	$	3,641	$	3,629	$	1	68	$	3,671	$	3,659	$	1	68
GMWB for life	37,711		37,607		93		65	36,843		36,735		95		65
Total — GMWB	$	41,352	$	41,236	$	94	65	$	40,514	$	40,394	$	96	65

GMAB	$	4,307	$	4,293	$	1	58	$	4,247	$	4,234	$	2	58

⁽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 the account value are not shown in this table.

The net amount at risk for GMDB, GGU and GMAB guarantees is defined as the current guaranteed benefit amount in excess of the current contract value. The net amount at risk for GMIB and GMWB guarantees is defined as the greater of the present value of the minimum guaranteed withdrawal payments less the current contract value or zero. The present value is calculated using a discount rate that is consistent with assumptions embedded in the Company’s annuity pricing models.

The following table provides information related to insurance guarantees for which the Company has established additional liabilities:



	March 31, 2015			December 31, 2014
	Net Amount at Risk		Weighted Average Attained Age	Net Amount at Risk		Weighted Average Attained Age
	(in millions, except age)
UL secondary guarantees	$	6,162	63	$	6,076	62

The net amount at risk for UL secondary guarantees is defined as the current guaranteed death benefit amount in excess of the current policyholder value.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Changes in additional liabilities (contra liabilities) for variable annuity and insurance guarantees were as follows:



	GMDB & GGU			GMIB		GMWB ⁽¹⁾			GMAB ⁽¹⁾			UL
	(in millions)
Balance at January 1, 2014	$	4		$	6	$	(383	)	$	(62	)	$	206
Incurred claims	1			—		116			(7		)	19
Paid claims	(1		)	—		—			—			(4		)
Balance at March 31, 2014	$	4		$	6	$	(267	)	$	(69	)	$	221

Balance at January 1, 2015	$	9		$	7	$	693		$	(41	)	$	263
Incurred claims	1			—		347			6			22
Paid claims	(1		)	—		—			—			(6		)
Balance at March 31, 2015	$	9		$	7	$	1,040		$	(35	)	$	279

⁽¹⁾The incurred claims for GMWB and GMAB represent the total change in the liabilities (contra liabilities).

The liabilities for guaranteed benefits are supported by general account assets.

The following table summarizes the distribution of separate account balances by asset type for variable annuity contracts providing guaranteed benefits:



	March 31, 2015		December 31, 2014
	(in millions)
Mutual funds:
Equity	$	41,882	$	41,403
Bond	25,115		25,060
Other	4,800		4,490
Total mutual funds	$	71,797	$	70,953

9. Debt

The balances and the stated interest rates of outstanding debt of Ameriprise Financial were as follows:



	Outstanding Balance						Stated Interest Rate
	March 31, 2015			December 31, 2014			March 31, 2015		December 31, 2014
	(in millions)
Long-term debt:
Senior notes due 2015	$	356	⁽¹⁾	$	358	⁽¹⁾	5.7	%	5.7	%
Senior notes due 2019	329		⁽¹⁾	326		⁽¹⁾	7.3		7.3
Senior notes due 2020	789		⁽¹⁾	786		⁽¹⁾	5.3		5.3
Senior notes due 2023	750			750			4.0		4.0
Senior notes due 2024	548			548			3.7		3.7
Junior subordinated notes due 2066	294			294			7.5		7.5
Total long-term debt	3,066			3,062
Short-term borrowings:
Federal Home Loan Bank (“FHLB”) advances	150			150			0.3		0.3
Repurchase agreements	50			50			0.4		0.4
Total short-term borrowings	200			200
Total	$	3,266		$	3,262

⁽¹⁾ Amounts include adjustments for fair value hedges on the Company’s long-term debt. See Note 12 for information on the Company’s fair value hedges.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The amounts included in the table above are net of any unamortized discount and premium associated with issuing these notes.

The Company has an unsecured revolving credit facility for up to $500 million. Under the terms of the underlying credit agreement for the facility, the Company may increase the amount of this facility up to $750 million upon satisfaction of certain approval requirements. Available borrowings under the agreement are reduced by any outstanding letters of credit. The Company had no borrowings outstanding under this facility and outstanding letters of credit issued against this facility were $1 million as of March 31, 2015. On May 1, 2015, the Company amended the underlying credit agreement for the facility to extend the expiration to May 2020.

The Company’s junior subordinated notes due 2066 and credit facility contain various administrative, reporting, legal and financial covenants. The Company was in compliance with all such covenants at both March 31, 2015 and December 31, 2014.

Short-term Borrowings

The Company enters into repurchase agreements in exchange for cash, which it accounts for as secured borrowings. The Company has pledged Available-for-Sale securities consisting of agency residential mortgage backed securities and commercial mortgage backed securities to collateralize its obligation under the repurchase agreements. The fair value of the securities pledged is recorded in investments and was $52 million at both March 31, 2015 and December 31, 2014. The stated interest rate of the repurchase agreements is a weighted average annualized interest rate on repurchase agreements held as of the balance sheet date.

The Company’s life insurance subsidiary is a member of the FHLB of Des Moines which provides access to collateralized borrowings. The Company has pledged Available-for-Sale securities consisting of commercial mortgage backed securities to collateralize its obligation under these borrowings. The fair value of the securities pledged is recorded in investments and was $297 million and $298 million at March 31, 2015 and December 31, 2014, respectively. The stated interest rate of the FHLB advances is a weighted average annualized interest rate on the outstanding borrowings as of the balance sheet date.

10. Fair Values of Assets and Liabilities

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

Valuation Hierarchy

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

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


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


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

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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



	March 31, 2015
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Cash equivalents	$	32	$	2,238	$	—	$	2,270
Available-for-Sale securities:
Corporate debt securities	—		15,692		1,526		17,218
Residential mortgage backed securities	—		5,990		280		6,270
Commercial mortgage backed securities	—		2,674		20		2,694
Asset backed securities	—		1,247		158		1,405
State and municipal obligations	—		2,243		—		2,243
U.S. government and agencies obligations	21		35		—		56
Foreign government bonds and obligations	—		245		—		245
Common stocks	5		7		7		19
Total Available-for-Sale securities	26		28,133		1,991		30,150
Trading securities	53		84		1		138
Separate account assets	—		84,243		—		84,243
Investments segregated for regulatory purposes	—		65		—		65
Other assets:
Interest rate derivative contracts	—		2,478		—		2,478
Equity derivative contracts	226		2,020		—		2,246
Foreign exchange derivative contracts	1		54		—		55
Other derivative contracts	—		6		—		6
Total other assets	227		4,558		—		4,785
Total assets at fair value	$	338	$	119,321	$	1,992	$	121,651
Liabilities
Policyholder account balances, future policy benefits and claims:
EIA embedded derivatives	$	—	$	6	$	—	$	6
IUL embedded derivatives	—		—		270		270
GMWB and GMAB embedded derivatives	—		—		827		827		⁽²⁾
Total policyholder account balances, future policy benefits and claims	—		6		1,097		1,103		⁽¹⁾
Customer deposits	—		5		—		5
Other liabilities:
Interest rate derivative contracts	—		1,244		—		1,244
Equity derivative contracts	303		2,413		—		2,716
Foreign exchange derivative contracts	1		5		—		6
Credit derivative contracts	—		3		—		3
Other derivative contracts	—		106		—		106
Other	—		14		—		14
Total other liabilities	304		3,785		—		4,089
Total liabilities at fair value	$	304	$	3,796	$	1,097	$	5,197

⁽¹⁾ The Company’s adjustment for nonperformance risk resulted in a $359 million cumulative decrease to the embedded derivatives.


⁽²⁾	The fair value of the GMWB and GMAB embedded derivatives included $979 million of individual contracts in a liability position and $152 million of individual contracts in an asset position.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



	December 31, 2014
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Cash equivalents	$	27	$	1,930	$	—	$	1,957
Available-for-Sale securities:
Corporate debt securities	—		15,647		1,518		17,165
Residential mortgage backed securities	—		6,001		206		6,207
Commercial mortgage backed securities	—		2,539		91		2,630
Asset backed securities	—		1,301		169		1,470
State and municipal obligations	—		2,239		—		2,239
U.S. government and agencies obligations	12		35		—		47
Foreign government bonds and obligations	—		251		—		251
Common stocks	5		7		6		18
Total Available-for-Sale securities	17		28,020		1,990		30,027
Trading securities	54		28		1		83
Separate account assets	—		83,256		—		83,256
Other assets:
Interest rate derivative contracts	—		2,031		—		2,031
Equity derivative contracts	282		1,757		—		2,039
Foreign exchange derivative contracts	1		29		—		30
Other derivative contracts	—		1		—		1
Total other assets	283		3,818		—		4,101
Total assets at fair value	$	381	$	117,052	$	1,991	$	119,424
Liabilities
Policyholder account balances, future policy benefits and claims:
EIA embedded derivatives	$	—	$	6	$	—	$	6
IUL embedded derivatives	—		—		242		242
GMWB and GMAB embedded derivatives	—		—		479		479		⁽²⁾
Total policyholder account balances, future policy benefits and claims	—		6		721		727		⁽¹⁾
Customer deposits	—		6		—		6
Other liabilities:
Interest rate derivative contracts	—		1,136		—		1,136
Equity derivative contracts	376		2,326		—		2,702
Foreign exchange derivative contracts	1		2		—		3
Other derivative contracts	—		114		—		114
Other	—		12		—		12
Total other liabilities	377		3,590		—		3,967
Total liabilities at fair value	$	377	$	3,602	$	721	$	4,700


⁽¹⁾	The Company’s adjustment for nonperformance risk resulted in a $311 million cumulative decrease to the embedded derivatives.


⁽²⁾	The fair value of the GMWB and GMAB embedded derivatives included $700 million of individual contracts in a liability position and $221 million of individual contracts in an asset position.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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



	Available-for-Sale Securities
	Corporate Debt Securities			Residential Mortgage Backed Securities			Commercial Mortgage Backed Securities			Asset Backed Securities			Common Stocks		Total			Trading Securities
	(in millions)
Balance, January 1, 2015	$	1,518		$	206		$	91		$	169		$	6	$	1,990		$	1
Total gains included in:
Other comprehensive loss	13			—			—			—			1		14			—
Purchases	15			115			—			23					153			—
Settlements	(20		)	(9		)	(1		)	(2		)	—		(32		)	—
Transfers into Level 3	—			—			6			—			—		6			—
Transfers out of Level 3	—			(32		)	(76		)	(32		)	—		(140		)	—
Balance, March 31, 2015	$	1,526		$	280		$	20		$	158		$	7	$	1,991		$	1

Changes in unrealized gains relating to assets held at March 31, 2015 included in:
Net investment income	$	—		$	—		$	—		$	—		$	—	$	—		$	—
Benefits, claims, losses and settlement expenses	—			—			—			—			—		—			—



	Policyholder Account Balances, Future Policy Benefits and Claims
	IUL Embedded Derivatives				GMWB and GMAB Embedded Derivatives			Total
	(in millions)
Balance, January 1, 2015	$	242			$	479		$	721
Total losses included in:
Net income	14			⁽¹⁾	280		⁽²⁾	294
Issues	19				64			83
Settlements	(5		)		4			(1		)
Balance, March 31, 2015	$	270			$	827		$	1,097

Changes in unrealized losses relating to liabilities held at March 31, 2015 included in:
Interest credited to fixed accounts	$	14			$	—		$	14
Benefits, claims, losses and settlement expenses	—				278			278

⁽¹⁾ Included in interest credited to fixed accounts in the Consolidated Statements of Operations.

⁽²⁾ Included in benefits, claims, losses and settlement expenses in the Consolidated Statements of Operations.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



	Available-for-Sale Securities
	Corporate Debt Securities			Residential Mortgage Backed Securities			Commercial Mortgage Backed Securities			Asset Backed Securities			Common Stocks		Total			Trading Securities
	(in millions)
Balance, January 1, 2014	$	1,640		$	187		$	30		$	260		$	6	$	2,123		$	2
Total gains included in:
Other comprehensive income	4			—			—			—			—		4			—
Purchases	76			82			60			21			—		239			—
Sales	(11		)	—			—			—			—		(11		)
Settlements	(143		)	(3		)	—			(6		)	—		(152		)	—
Transfers out of Level 3	—			(179		)	(15		)	(69		)	—		(263		)	—
Balance, March 31, 2014	$	1,566		$	87		$	75		$	206		$	6	$	1,940		$	2

Changes in unrealized losses relating to assets held at March 31, 2014 included in:
Net investment income	$	(1	)	$	—		$	—		$	—		$	—	$	(1	)	$	—



	Policyholder Account Balances, Future Policy Benefits and Claims
	IUL Embedded Derivatives				GMWB and GMAB Embedded Derivatives				Total
	(in millions)
Balance, January 1, 2014	$	125			$	(575	)		$	(450	)
Total losses included in:
Net income	6			⁽¹⁾	52			⁽²⁾	58
Issues	24				59				83
Settlements	(1		)		(7		)		(8		)
Balance, March 31, 2014	$	154			$	(471	)		$	(317	)

Changes in unrealized losses relating to liabilities held at March 31, 2014 included in:
Interest credited to fixed accounts	$	6			$	—			$	6
Benefits, claims, losses and settlement expenses	—				52				52

⁽¹⁾ Included in interest credited to fixed accounts in the Consolidated Statements of Operations.

⁽²⁾ Included in benefits, claims, losses and settlement expenses in the Consolidated Statements of Operations.

The increase to pretax income of the Company’s adjustment for nonperformance risk on the fair value of its embedded derivatives was $37 million and $15 million, net of DAC, DSIC, unearned revenue amortization and the reinsurance accrual, for the three months ended March 31, 2015 and 2014, respectively.

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

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



	March 31, 2015
	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average
	(in millions)
Corporate debt securities (private placements)	$	1,497	Discounted cash flow	Yield/spread to U.S. Treasuries	1.0	%	–	3.5%	1.4%
IUL embedded derivatives	$	270	Discounted cash flow	Nonperformance risk⁽¹⁾	63			bps
GMWB and GMAB embedded derivatives	$	827	Discounted cash flow	Utilization of guaranteed withdrawals⁽²⁾	0.0	%	–	51.1%
				Surrender rate	0.0	%	–	59.1%
				Market volatility⁽³⁾	5.4	%	–	21.6%
				Nonperformance risk⁽¹⁾	63			bps
				Elective contractholder strategy allocations⁽⁴⁾	0.0	%	–	3.0%



	December 31, 2014
	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average
	(in millions)
Corporate debt securities (private placements)	$	1,476	Discounted cash flow	Yield/spread to U.S. Treasuries	1.0	%	–	3.9%	1.5%
IUL embedded derivatives	$	242	Discounted cash flow	Nonperformance risk⁽¹⁾	65			bps
GMWB and GMAB embedded derivatives	$	479	Discounted cash flow	Utilization of guaranteed withdrawals⁽²⁾	0.0	%	–	51.1%
				Surrender rate	0.0	%	–	59.1%
				Market volatility⁽³⁾	5.2	%	–	20.9%
				Nonperformance risk⁽¹⁾	65			bps
				Elective contractholder strategy allocations⁽⁴⁾	0.0	%	–	3.0%


⁽¹⁾	The nonperformance risk is the spread added to the observable interest rates used in the valuation of the embedded derivatives.


⁽²⁾	The utilization of guaranteed withdrawals represents the percentage of contractholders that will begin withdrawing in any given year.


⁽³⁾	Market volatility is implied volatility of fund of funds and managed volatility funds.


⁽⁴⁾	The elective allocation represents the percentage of contractholders that are assumed to electively switch their investment allocation to a different allocation model.

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

Sensitivity of Fair Value Measurements to Changes in Unobservable Inputs

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

Significant increases (decreases) in nonperformance risk used in the fair value measurement of the IUL embedded derivatives in isolation would result in a significantly lower (higher) fair value measurement.

Significant increases (decreases) in utilization and volatility used in the fair value measurement of the GMWB and GMAB embedded derivatives in isolation would result in a significantly higher (lower) liability value. Significant increases (decreases) in nonperformance risk, surrender rate and elective investment allocation model used in the fair value measurement of the GMWB and GMAB embedded derivatives in isolation would result in a significantly lower (higher) liability value. Utilization of guaranteed withdrawals and surrender rates vary with the type of rider, the duration of the policy, the age of the contractholder, the distribution system and whether the value of the guaranteed benefit exceeds the contract accumulation value.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Determination of Fair Value

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

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

Assets

Cash Equivalents

Cash equivalents include highly liquid investments with original maturities of 90 days or less. Actively traded money market funds are measured at their net asset value (“NAV”) and classified as Level 1. The Company’s remaining cash equivalents are classified as Level 2 and measured at amortized cost, which is a reasonable estimate of fair value because of the short time between the purchase of the instrument and its expected realization.

Investments (Available-for-Sale Securities and Trading Securities)

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

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

Separate Account Assets

The fair value of assets held by separate accounts is determined by the NAV of the funds in which those separate accounts are invested. The NAV represents the exit price for the separate account. Separate account assets are classified as Level 2 as they are traded in principal-to-principal markets with little publicly released pricing information.

Other Assets

Derivatives that are measured using quoted prices in active markets, such as foreign currency forwards, or derivatives that are exchange-traded are classified as Level 1 measurements. The fair value of derivatives that are traded in less active over-the-counter (“OTC”) markets is generally measured using pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy and include swaps and options. Other derivative contracts consist of the Company’s macro hedge program. See Note 12 for further information on the macro hedge program. The counterparties’ nonperformance risk associated with uncollateralized derivative assets was immaterial at March 31, 2015 and December 31, 2014. See Note 11 and Note 12 for further information on the credit risk of derivative instruments and related collateral.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Liabilities

Policyholder Account Balances, Future Policy Benefits and Claims

The Company values the embedded derivatives attributable to the provisions of certain variable annuity riders using internal valuation models. These models calculate fair value by discounting expected cash flows from benefits plus margins for profit, risk and expenses less embedded derivative fees. The projected cash flows used by these models include observable capital market assumptions and incorporate significant unobservable inputs related to contractholder behavior assumptions, implied volatility, and margins for risk, profit and expenses that the Company believes an exit market participant would expect. The fair value also reflects a current estimate of the Company’s nonperformance risk specific to these embedded derivatives. Given the significant unobservable inputs to this valuation, these measurements are classified as Level 3. The embedded derivatives attributable to these provisions are recorded in policyholder account balances, future policy benefits and claims.

The Company uses various Black-Scholes calculations to determine the fair value of the embedded derivatives associated with the provisions of its EIA and IUL products. Significant inputs to the EIA calculation include observable interest rates, volatilities and equity index levels and, therefore, are classified as Level 2. The fair value of the IUL embedded derivatives includes significant observable interest rates, volatilities and equity index levels and the significant unobservable estimate of the Company’s nonperformance risk. Given the significance of the nonperformance risk assumption to the fair value, the IUL embedded derivatives are classified as Level 3. The embedded derivatives attributable to these provisions are recorded in policyholder account balances, future policy benefits and claims.

The Company’s Corporate Actuarial Department calculates the fair value of the embedded derivatives on a monthly basis. During this process, control checks are performed to validate the completeness of the data. Actuarial management approves various components of the valuation along with the final results. The change in the fair value of the embedded derivatives is reviewed monthly with senior management. The Level 3 inputs into the valuation are consistent with the pricing assumptions and updated as experience develops. Significant unobservable inputs that reflect policyholder behavior are reviewed quarterly along with other valuation assumptions.

Customer Deposits

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

Other Liabilities

Derivatives that are measured using quoted prices in active markets, such as foreign currency forwards, or derivatives that are exchange-traded, are classified as Level 1 measurements. The fair value of derivatives that are traded in less active OTC markets are generally measured using pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy and include swaps and the majority of options. Other derivative contracts consist of the Company’s macro hedge program. See Note 12 for further information on the macro hedge program. The Company’s nonperformance risk associated with uncollateralized derivative liabilities was immaterial at March 31, 2015 and December 31, 2014. See Note 11 and Note 12 for further information on the credit risk of derivative instruments and related collateral.

Securities sold but not yet purchased include highly liquid investments which are short-term in nature. Securities sold but not yet purchased are measured using amortized cost, which is a reasonable estimate of fair value because of the short time between the purchase of the instrument and its expected realization and are classified as Level 2.

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

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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



	March 31, 2015
	Carrying Value		Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
	(in millions)
Financial Assets
Mortgage loans, net	$	3,368	$	—	$	—	$	3,453	$	3,453
Policy and certificate loans	813		—		1		796		797
Receivables	1,485		262		1,222		4		1,488
Restricted and segregated cash	2,649		2,649		—		—		2,649
Other investments and assets	542		—		483		60		543
Financial Liabilities
Policyholder account balances, future policy benefits and claims	$	12,495	$	—	$	—	$	13,720	$	13,720
Investment certificate reserves	4,303		—		—		4,294		4,294
Brokerage customer deposits	3,575		3,575		—		—		3,575
Separate account liabilities	4,408		—		4,408		—		4,408
Debt and other liabilities	3,664		353		3,483		118		3,954



	December 31, 2014
	Carrying Value		Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
	(in millions)
Financial Assets
Mortgage loans, net	$	3,440	$	—	$	—	$	3,512	$	3,512
Policy and certificate loans	806		—		1		793		794
Receivables	1,418		215		1,200		3		1,418
Restricted and segregated cash	2,614		2,614		—		—		2,614
Other investments and assets	551		—		460		84		544
Financial Liabilities
Policyholder account balances, future policy benefits and claims	$	12,979	$	—	$	—	$	13,996	$	13,996
Investment certificate reserves	4,201		—		—		4,195		4,195
Brokerage customer deposits	3,465		3,465		—		—		3,465
Separate account liabilities	4,478		—		4,478		—		4,478
Debt and other liabilities	3,576		261		3,446		121		3,828

Mortgage Loans, Net

The fair value of commercial mortgage loans, except those with significant credit deterioration, is determined by discounting contractual cash flows using discount rates that reflect current pricing for loans with similar remaining maturities, liquidity and characteristics including LTV, occupancy rate, refinance risk, debt-service coverage, location, and property condition. For commercial mortgage loans with significant credit deterioration, fair value is determined using the same adjustments as above with an additional adjustment for the Company’s estimate of the amount recoverable on the loan. Given the significant unobservable inputs to the valuation of commercial mortgage loans, these measurements are classified as Level 3.

The fair value of consumer loans is determined by discounting estimated cash flows and incorporating adjustments for prepayment, administration expenses, loss severity, liquidity and credit loss estimates, with discount rates based on the Company’s estimate of current market conditions. The fair value of consumer loans is classified as Level 3 as the valuation includes significant unobservable inputs.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Policy and Certificate Loans

Policy loans represent loans made against the cash surrender value of the underlying life insurance or annuity product. These loans and the related interest are usually realized at death of the policyholder or contractholder or at surrender of the contract and are not transferable without the underlying insurance or annuity contract. The fair value of policy loans is determined by estimating expected cash flows discounted at rates based on the U.S. Treasury curve. Policy loans are classified as Level 3 as the discount rate used may be adjusted for the underlying performance of individual policies.

Certificate loans represent loans made against and collateralized by the underlying certificate balance. These loans do not transfer to third parties separate from the underlying certificate. The outstanding balance of these loans is considered a reasonable estimate of fair value and is classified as Level 2.

Receivables

Brokerage margin loans are measured at outstanding balances, which are a reasonable estimate of fair value because of the sufficiency of the collateral and short term nature of these loans. Margin loans that are sufficiently collateralized are classified as Level 2. Margin loans that are not sufficiently collateralized are classified as Level 3.

Securities borrowed require the Company to deposit cash or collateral with the lender. As the market value of the securities borrowed is monitored daily, the carrying value is a reasonable estimate of fair value. The fair value of securities borrowed is classified as Level 1 as the value of the underlying securities is based on unadjusted prices for identical assets.

Restricted and Segregated Cash

Restricted and segregated cash is generally set aside for specific business transactions and restrictions are specific to the Company and do not transfer to third party market participants; therefore, the carrying amount is a reasonable estimate of fair value.

Amounts segregated under federal and other regulations may also reflect resale agreements and are measured at the price at which the securities will be sold. This measurement is a reasonable estimate of fair value because of the short time between entering into the transaction and its expected realization and the reduced risk of credit loss due to pledging U.S. government-backed securities as collateral.

The fair value of restricted and segregated cash is classified as Level 1.

Other Investments and Assets

Other investments and assets primarily consist of syndicated loans. The fair value of syndicated loans is obtained from a third party pricing service or non-binding broker quotes. Syndicated loans that are priced using a market approach with observable inputs are classified as Level 2 and syndicated loans priced using a single non-binding broker quote are classified as Level 3.

Other investments and assets also include the Company’s membership in the Federal Home Loan Bank of Des Moines and investments related to the Community Reinvestment Act. The fair value of these assets is approximated by the carrying value and classified as Level 3 due to restrictions on transfer and lack of liquidity in the primary market for these assets.

Policyholder Account Balances, Future Policy Benefits and Claims

The fair value of fixed annuities, in deferral status, is determined by discounting cash flows using a risk neutral discount rate with adjustments for profit margin, expense margin, early policy surrender behavior, a margin for adverse deviation from estimated early policy surrender behavior and the Company’s nonperformance risk specific to these liabilities. The fair value of non-life contingent fixed annuities in payout status, EIA host contracts and the fixed portion of a small number of variable annuity contracts classified as investment contracts is determined in a similar manner. Given the use of significant unobservable inputs to these valuations, the measurements are classified as Level 3.

Investment Certificate Reserves

The fair value of investment certificate reserves is determined by discounting cash flows using discount rates that reflect current pricing for assets with similar terms and characteristics, with adjustments for early withdrawal behavior, penalty fees, expense margin and the Company’s nonperformance risk specific to these liabilities. Given the use of significant unobservable inputs to this valuation, the measurement is classified as Level 3.

Brokerage Customer Deposits

Brokerage customer deposits are liabilities with no defined maturities and fair value is the amount payable on demand at the reporting date. The fair value of these deposits is classified as Level 1.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Separate Account Liabilities

Certain separate account liabilities are classified as investment contracts and are carried at an amount equal to the related separate account assets. The NAV of the related separate account assets represents the exit price for the separate account liabilities. Separate account liabilities are classified as Level 2 as they are traded in principal-to-principal markets with little publicly released pricing information. A nonperformance adjustment is not included as the related separate account assets act as collateral for these liabilities and minimize nonperformance risk.

Debt and Other Liabilities

The fair value of long-term debt is based on quoted prices in active markets, when available. If quoted prices are not available, fair values are obtained from third party pricing services, broker quotes, or other model-based valuation techniques such as present value of cash flows. The fair value of long-term debt is classified as Level 2.

The fair value of short-term borrowings is obtained from a third party pricing service. A nonperformance adjustment is not included as collateral requirements for these borrowings minimize the nonperformance risk. The fair value of short-term borrowings is classified as Level 2.

The fair value of future funding commitments to affordable housing partnerships is determined by discounting cash flows. The fair value of these commitments includes an adjustment for the Company’s nonperformance risk and is classified as Level 3 due to the use of the significant unobservable input.

Securities loaned require the borrower to deposit cash or collateral with the Company. As the market value of the securities loaned is monitored daily, the carrying value is a reasonable estimate of fair value. Securities loaned are classified as Level 1 as the fair value of the underlying securities is based on unadjusted prices for identical assets.

11. Offsetting Assets and Liabilities

Certain financial instruments and derivative instruments are eligible for offset in the Consolidated Balance Sheets. The Company’s derivative instruments, repurchase agreements and securities borrowing and lending agreements are subject to master netting arrangements and collateral arrangements and qualify for offset. A master netting arrangement with a counterparty creates a right of offset for amounts due to and from that same counterparty that is enforceable in the event of a default or bankruptcy. Securities borrowed and loaned result from transactions between the Company’s broker dealer subsidiary and other financial institutions and are recorded at the amount of cash collateral advanced or received. The Company’s policy is to recognize amounts subject to master netting arrangements on a gross basis in the Consolidated Balance Sheets.

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



	March 31, 2015
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Assets Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments⁽¹⁾			Cash Collateral			Securities Collateral			Net Amount
Derivatives:	(in millions)
OTC	$	4,262	$	—	$	4,262	$	(3,135	)	$	(497	)	$	(614	)	$	16
OTC cleared	474		—		474		(358		)	(116		)	—			—
Exchange-traded	49		—		49		—			—			—			49
Total derivatives	4,785		—		4,785		(3,493		)	(613		)	(614		)	65
Securities borrowed	262		—		262		(69		)	—			(187		)	6
Total	$	5,047	$	—	$	5,047	$	(3,562	)	$	(613	)	$	(801	)	$	71

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



	December 31, 2014
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Assets Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments⁽¹⁾			Cash Collateral			Securities Collateral			Net Amount
Derivatives:	(in millions)
OTC	$	3,735	$	—	$	3,735	$	(3,000	)	$	(281	)	$	(418	)	$	36
OTC cleared	305		—		305		(224		)	(81		)	—			—
Exchange-traded	61		—		61		—			—			—			61
Total derivatives	4,101		—		4,101		(3,224		)	(362		)	(418		)	97
Securities borrowed	215		—		215		(49		)	—			(163		)	3
Total	$	4,316	$	—	$	4,316	$	(3,273	)	$	(362	)	$	(581	)	$	100

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

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



	March 31, 2015
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Liabilities Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments⁽¹⁾			Cash Collateral			Securities Collateral			Net Amount
Derivatives:	(in millions)
OTC	$	3,705	$	—	$	3,705	$	(3,135	)	$	—		$	(557	)	$	13
OTC cleared	370		—		370		(358		)	(12		)	—			—
Total derivatives	4,075		—		4,075		(3,493		)	(12		)	(557		)	13
Securities loaned	353		—		353		(69		)	—			(262		)	22
Repurchase agreements	50		—		50		—			—			(50		)	—
Total	$	4,478	$	—	$	4,478	$	(3,562	)	$	(12	)	$	(869	)	$	35



	December 31, 2014
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Liabilities Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments⁽¹⁾			Cash Collateral			Securities Collateral			Net Amount
Derivatives:	(in millions)
OTC	$	3,723	$	—	$	3,723	$	(3,000	)	$	—		$	(723	)	$	—
OTC cleared	232		—		232		(224		)	(8		)	—			—
Total derivatives	3,955		—		3,955		(3,224		)	(8		)	(723		)	—
Securities loaned	261		—		261		(49		)	—			(205		)	7
Repurchase agreements	50		—		50		—			—			(50		)	—
Total	$	4,266	$	—	$	4,266	$	(3,273	)	$	(8	)	$	(978	)	$	7

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

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

The Company’s freestanding derivative instruments are reflected in other assets and other liabilities. Repurchase agreements are reflected in short-term borrowings. Securities borrowing and lending agreements are reflected in receivables and other liabilities, respectively. See Note 12 for additional disclosures related to the Company’s derivative instruments, Note 9 for additional disclosures related to the Company’s repurchase agreements and Note 3 for information related to derivatives held by consolidated investment entities.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

12. Derivatives and Hedging Activities

Derivative 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 primarily enters into derivative agreements for risk management purposes related to the Company’s products and operations.

The Company’s freestanding derivatives are recorded at fair value and are reflected in other assets or other liabilities. The Company’s freestanding derivative instruments are all subject to master netting arrangements. The Company’s policy on the recognition of derivatives on the Consolidated Balance Sheets is to not offset fair value amounts recognized for derivatives and collateral arrangements executed with the same counterparty under the same master netting arrangement. See Note 11 for additional information regarding the estimated fair value of the Company’s freestanding derivatives after considering the effect of master netting arrangements and collateral.

The Company uses derivatives as economic hedges and accounting hedges. The following table presents the balance sheet location and the gross fair value of derivative instruments, including embedded derivatives:



Derivatives designated as hedging instruments		Assets					Liabilities
Derivatives designated as hedging instruments	Balance Sheet Location	March 31, 2015		December 31, 2014		Balance Sheet Location	March 31, 2015		December 31, 2014
		(in millions)					(in millions)
Fair value hedges
Interest rate contracts	Other assets	$	81	$	76	Other liabilities	$	—	$	—
Total qualifying hedges		81		76			—		—
Derivatives not designated as hedging instruments
GMWB and GMAB
Interest rate contracts	Other assets	2,397		1,955		Other liabilities	1,244		1,136
Equity contracts	Other assets	2,180		1,954		Other liabilities	2,681		2,650
Credit contracts	Other assets	—		—		Other liabilities	3		—
Foreign exchange contracts	Other assets	54		29		Other liabilities	5		2
Embedded derivatives⁽¹⁾	N/A	—		—		Policyholder account balances, future policy benefits and claims⁽²⁾	827		479
Total GMWB and GMAB		4,631		3,938			4,760		4,267
Other derivatives:
Equity
EIA embedded derivatives	N/A	—		—		Policyholder account balances, future policy benefits and claims	6		6
IUL	Other assets	33		39		Other liabilities	7		12
IUL embedded derivatives	N/A	—		—		Policyholder account balances, future policy benefits and claims	270		242
Stock market certificates	Other assets	33		46		Other liabilities	28		40
Stock market certificates embedded derivatives	N/A	—		—		Customer deposits	5		6
Foreign exchange
Foreign currency	Other assets	1		1		Other liabilities	—		—
Seed money	Other assets	—		—		Other liabilities	1		1
Other
Macro hedge program	Other assets	6		1		Other liabilities	106		114
Total other derivatives		73		87			423		421
Total non-designated hedges		4,704		4,025			5,183		4,688
Total derivatives		$	4,785	$	4,101		$	5,183	$	4,688

N/A Not applicable.

⁽¹⁾The fair values of GMWB and GMAB embedded derivatives fluctuate based on changes in equity, interest rate and credit markets.

⁽²⁾The fair value of the GMWB and GMAB embedded derivatives at March 31, 2015 included $979 million of individual contracts in a liability position and $152 million of individual contracts in an asset position. The fair value of the GMWB and GMAB embedded derivatives at December 31, 2014 included $700 million of individual contracts in a liability position and $221 million of individual contracts in an asset position.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

See Note 10 for additional information regarding the Company’s fair value measurement of derivative instruments.

Derivatives Not Designated as Hedges

The following table presents a summary of the impact of derivatives not designated as hedging instruments on the Consolidated Statements of Operation:



Derivatives not designated as hedging instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Amount of Gain (Loss) on Derivatives Recognized in Income
		Three Months Ended March 31,
		2015			2014
		(in millions)
GMWB and GMAB
Interest rate contracts	Benefits, claims, losses and settlement expenses	$	386		$	264
Equity contracts	Benefits, claims, losses and settlement expenses	(122		)	(204		)
Credit contracts	Benefits, claims, losses and settlement expenses	(9		)	(10		)
Foreign exchange contracts	Benefits, claims, losses and settlement expenses	(6		)	(1		)
Embedded derivatives ⁽¹⁾	Benefits, claims, losses and settlement expenses	(348		)	(104		)
Total GMWB and GMAB		(99		)	(55		)
Other derivatives:
Interest rate
Tax hedge	Net investment income	—			3
Seed money	Net investment income	—			(1		)
Equity
IUL	Interest credited to fixed accounts	1			5
IUL embedded derivatives	Interest credited to fixed accounts	(9		)	(6		)
Stock market certificates	Banking and deposit interest expense	1			1
Stock market certificates embedded derivatives	Banking and deposit interest expense	—			(1		)
Seed money	Net investment income	(2		)	(1		)
Deferred compensation	Distribution expenses	7			1
Deferred compensation	General and administrative expense	1			—
Foreign exchange
Deferred compensation	Distribution expenses	(3		)	—
Commodity
Seed money	Net investment income	—			(1		)
Other
Macro hedge program	Benefits, claims, losses and settlement expenses	(1		)	13
Total other derivatives		(5		)	13
Total derivatives		$	(104	)	$	(42	)

⁽¹⁾The fair values of GMWB and GMAB embedded derivatives fluctuate based on changes in equity, interest rate and credit markets.

The Company holds derivative instruments that either do not qualify or are not designated for hedge accounting treatment. These derivative instruments are used as economic hedges of equity, interest rate, credit and foreign currency exchange rate risk related to various products and transactions of the Company.

Certain annuity contracts 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 consideration received at the beginning of the contract period, after a specified holding period, respectively. The Company economically hedges the exposure related to non-life contingent GMWB and GMAB provisions primarily using various futures, options, interest rate swaptions, interest rate swaps, total return swaps and variance swaps. At March 31, 2015 and December 31, 2014, the gross notional amount of derivative contracts for the Company’s GMWB and GMAB provisions was $139.1 billion and $132.0 billion, respectively.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The deferred premium associated with certain of the above options is paid or received semi-annually over the life of the option contract or at maturity. The following is a summary of the payments the Company is scheduled to make and receive for these options:



	Premiums Payable		Premiums Receivable
	(in millions)
2015 ⁽¹⁾	$	311	$	57
2016	334		68
2017	274		69
2018	205		93
2019	259		87
2020-2027	634		146
Total	$	2,017	$	520

⁽¹⁾2015 amounts represent the amounts payable and receivable for the period from April 1, 2015 to December 31, 2015.

Actual timing and payment amounts may differ due to future contract settlements, modifications or exercises of options prior to the full premium being paid or received.

The Company has a macro hedge program to provide protection against the statutory tail scenario risk arising from variable annuity reserves on its statutory surplus and to cover some of the residual risks not covered by other hedging activities. As a means of economically hedging these risks, the Company uses a combination of options, interest rate swaptions and/or swaps. Certain of the macro hedge derivatives used contain settlement provisions linked to both equity returns and interest rates; the remaining are interest rate contracts or equity contracts. The gross notional amount of these derivative contracts was $3.7 billion and $2.7 billion at March 31, 2015 and December 31, 2014, respectively.

EIA, IUL and stock market certificate products have returns tied to the performance of equity markets. As a result of fluctuations in equity markets, the obligation incurred by the Company related to EIA, IUL and stock market certificate products will positively or negatively impact earnings over the life of these products. As a means of economically hedging its obligations under the provisions of these products, the Company enters into index options and futures contracts. The gross notional amount of these derivative contracts was $2.0 billion at both March 31, 2015 and December 31, 2014.

The Company enters into futures, commodity swaps, and foreign currency forward contracts to manage its exposure to price risk arising from seed money investments in proprietary investment products. The gross notional amount of these contracts was $85 million and $97 million at March 31, 2015 and December 31, 2014, respectively.

The Company enters into foreign currency forward contracts to economically hedge its exposure to certain transactions denominated in non-functional currencies. The gross notional amount of these contracts was $9 million and $11 million at March 31, 2015 and December 31, 2014, respectively.

The Company enters into futures contracts to economically hedge its exposure related to deferred compensation plans. The gross notional amount of these contracts was $301 million and $278 million at March 31, 2015 and December 31, 2014, respectively.

Embedded Derivatives

Certain annuities contain GMAB and non-life contingent GMWB provisions, which are considered embedded derivatives. In addition, the equity component of the EIA, IUL and stock market certificate product obligations are also considered embedded derivatives. These embedded derivatives are bifurcated from their host contracts for valuation purposes and reported on the Consolidated Balance Sheets at fair value with changes in fair value reported in earnings. As discussed above, the Company uses derivatives to mitigate the financial statement impact of these embedded derivatives.

Cash Flow Hedges

The Company has designated and accounts for the following as cash flow hedges: (i) interest rate swaps to hedge interest rate exposure on debt, (ii) interest rate lock agreements to hedge interest rate exposure on debt issuances and (iii) swaptions used to hedge the risk of increasing interest rates on forecasted fixed premium product sales.

For the three months ended March 31, 2015 and 2014, amounts recognized in earnings related to cash flow hedges due to ineffectiveness were not material. The estimated net amount of existing pretax losses as of March 31, 2015 that the Company expects to reclassify to earnings within the next twelve months is $2 million, which consists of $4 million of pretax gains to be recorded as a reduction to interest and debt expense and $6 million of pretax losses to be recorded in net investment income.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following table presents the impact of the effective portion of the Company’s cash flow hedges on the Consolidated Statements of Operations and the Consolidated Statements of Equity:



Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	Three Months Ended March 31,
	2015			2014
	(in millions)
Interest and debt expense	$	1		$	1
Net investment income	(1		)	(1		)
Total	$	—		$	—

Currently, the longest period of time over which the Company is hedging exposure to the variability in future cash flows is 21 years and relates to forecasted debt interest payments.

Fair Value Hedges

In 2010, the Company entered into and designated as fair value hedges three interest rate swaps to convert senior notes due 2015, 2019 and 2020 from fixed rate debt to floating rate debt. The swaps have identical terms as the underlying debt being hedged so no ineffectiveness is expected to be realized. The Company recognizes gains and losses on the derivatives and the related hedged items within interest and debt expense. The following table presents the amounts recognized in income related to fair value hedges:



Derivatives designated as hedging instruments	Location of Gain Recorded into Income	Amount of Gain Recognized in Income on Derivatives
		Three Months Ended March 31,
		2015		2014
		(in millions)
Interest rate contracts	Interest and debt expense	$	8	$	8

Credit Risk

Credit risk associated with the Company’s derivatives is the risk that a derivative counterparty will not perform in accordance with the terms of the applicable derivative contract. To mitigate such risk, the Company has established guidelines and oversight of credit risk through a comprehensive enterprise risk management program that includes members of senior management. Key components of this program are to require preapproval of counterparties and the use of master netting arrangements and collateral arrangements whenever practical. See Note 11 for additional information on the Company’s credit exposure related to derivative assets.

Certain of the Company’s derivative contracts contain provisions that adjust the level of collateral the Company is required to post based on the Company’s debt rating (or based on the financial strength of the Company’s life insurance subsidiaries for contracts in which those subsidiaries are the counterparty). Additionally, certain of the Company’s derivative contracts contain provisions that allow the counterparty to terminate the contract if the Company’s debt does not maintain a specific credit rating (generally an investment grade rating) or the Company’s life insurance subsidiary does not maintain a specific financial strength rating. If these termination provisions were to be triggered, the Company’s counterparty could require immediate settlement of any net liability position. At March 31, 2015 and December 31, 2014, the aggregate fair value of derivative contracts in a net liability position containing such credit contingent provisions was $430 million and $416 million, respectively. The aggregate fair value of assets posted as collateral for such instruments as of March 31, 2015 and December 31, 2014 was $417 million and $416 million, respectively. If the credit contingent provisions of derivative contracts in a net liability position at March 31, 2015 and December 31, 2014 were triggered, the aggregate fair value of additional assets that would be required to be posted as collateral or needed to settle the instruments immediately would have been $13 million and nil, respectively.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

13. Shareholders’ Equity

The following table provides information related to amounts reclassified from AOCI:



AOCI Reclassification	Location of Loss (Gain) Recognized in Income	Three Months Ended March 31,
AOCI Reclassification	Location of Loss (Gain) Recognized in Income	2015			2014
		(in millions)
Net unrealized gains on Available-for-Sale securities	Net investment income	$	(11	)	$	(5	)
Tax expense	Income tax provision	4			2
Net of tax		$	(7	)	$	(3	)
Losses (gains) on cash flow hedges:
Interest rate contracts	Interest and debt expense	$	1		$	(1	)
Swaptions	Net investment income	(1		)	1
Total before tax		—			—
Tax benefit	Income tax provision	—			—
Net of tax		$	—		$	—

See Note 4 for additional information related to the impact of DAC, DSIC, benefit reserves and reinsurance recoverable on net unrealized securities gains/losses included in AOCI. See Note 12 for additional information regarding the Company’s cash flow hedges.

In April 2014, the Company’s Board of Directors authorized an expenditure of up to $2.5 billion for the repurchase of shares of the Company’s common stock through April 28, 2016. As of March 31, 2015, the Company had $1.4 billion remaining under its share repurchase authorization. During the three months ended March 31, 2015 and 2014, the Company repurchased a total of 2.6 million shares and 3.2 million shares, respectively, of its common stock for an aggregate cost of $349 million and $354 million, respectively.

The Company may also reacquire shares of its common stock under its share-based compensation plans related to restricted stock awards and certain option exercises. The holders of restricted shares may elect to surrender a portion of their shares on the vesting date to cover their income tax obligation. These vested restricted shares are reacquired by the Company and the Company’s payment of the holders’ income tax obligations are recorded as a treasury share purchase. For the three months ended March 31, 2015 and 2014, the Company reacquired 0.3 million shares and 0.8 million shares, respectively, of its common stock through the surrender of shares upon vesting and paid in the aggregate $43 million and $88 million, respectively, related to the holders’ income tax obligations on the vesting date. Option holders may elect to net settle their vested awards resulting in the surrender of the number of shares required to cover the strike price and tax obligation of the options exercised. These shares are reacquired by the Company and recorded as treasury shares. For the three months ended March 31, 2015 and 2014, the Company reacquired 0.4 million shares and 0.7 million shares of its common stock through the net settlement of options for an aggregate value of $51 million and $74 million, respectively.

During the three months ended March 31, 2015 and 2014, the Company reissued 1.0 million and 1.6 million treasury shares, respectively, for restricted stock award grants, performance share units and issuance of shares vested under the Ameriprise Financial Franchise Advisor Deferred Compensation Plan.

14. Income Taxes

The Company’s effective tax rate on income from continuing operations was 22.5% and 20.7% for the three months ended March 31, 2015 and 2014, respectively. The Company’s effective tax rates are lower than the statutory rate as a result of tax preferred items including the dividends received deduction and low income housing tax credits. The increase in the effective tax rate for the three months ended March 31, 2015 compared to the three months ended March 31, 2014 is primarily due to an audit benefit in 2014 related to the completion of an Internal Revenue Service (“IRS”) audit.

Included in the Company’s deferred income tax assets are tax benefits related to state net operating losses of $25 million, net of federal benefit, which will expire beginning December 31, 2015.

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. Significant judgment is required in determining if a valuation allowance should be established, and the amount of such allowance if required. Factors used in making this determination include estimates relating to the performance of the business including the ability to generate capital gains. Consideration is given to, among other things in making this determination, (i) future taxable income

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

exclusive of reversing temporary differences and carryforwards, (ii) future reversals of existing taxable temporary differences, (iii) taxable income in prior carryback years, and (iv) tax planning strategies. Based on analysis of the Company’s tax position, management believes it is more likely than not that the Company will not realize certain state deferred tax assets and state net operating losses and therefore a valuation allowance has been established. The valuation allowance was $20 million at both March 31, 2015 and December 31, 2014.

As of March 31, 2015 and December 31, 2014, the Company had $241 million and $242 million, respectively, of gross unrecognized tax benefits. If recognized, approximately $55 million and $57 million, net of federal tax benefits, of unrecognized tax benefits as of March 31, 2015 and December 31, 2014, respectively, would affect the effective tax rate.

It is reasonably possible that the total amounts of unrecognized tax benefits will change in the next 12 months. The Company estimates that the total amount of gross unrecognized tax benefits may decrease by $170 million to $180 million in the next 12 months due to resolution of IRS examinations.

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of the income tax provision. The Company recognized a net increase of $1 million and a net decrease of $1 million in interest and penalties for the three months ended March 31, 2015 and 2014, respectively. At March 31, 2015 and December 31, 2014, the Company had a payable of $49 million and $48 million, respectively, related to accrued interest and penalties.

The Company or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The IRS has completed its field examination of the 1997 through 2011 tax returns. However, for federal income tax purposes, these years, except for 2007, continue to remain open as a consequence of certain unagreed-upon issues. The IRS is currently auditing the Company’s U.S. Income Tax Returns for 2012 and 2013. The Company’s or certain of its subsidiaries’ state income tax returns are currently under examination by various jurisdictions for years ranging from 1997 through 2012 and remain open for all years after 2012.

15. Guarantees and Contingencies

Guarantees

The Company is required by law to be a member of the guaranty fund association in every state where it is licensed to do business. In the event of insolvency of one or more unaffiliated insurance companies, the Company could be adversely affected by the requirement to pay assessments to the guaranty fund associations. Uncertainty and volatility in the U.S. economy and financial markets in recent years have weakened the financial condition of numerous insurers, including insurers currently in receiverships, increasing the risk of triggering guaranty fund assessments.

The Company projects its cost of future guaranty fund assessments based on estimates of insurance company insolvencies provided by the National Organization of Life and Health Insurance Guaranty Associations (“NOLHGA”) and the amount of its premiums written relative to the industry-wide premium in each state. The Company accrues the estimated cost of future guaranty fund assessments when it is considered probable that an assessment will be imposed, the event obligating the Company to pay the assessment has occurred and the amount of the assessment can be reasonably estimated.

The Company has a liability for estimated guaranty fund assessments and a related premium tax asset. At both March 31, 2015 and December 31, 2014, the estimated liability was $14 million and the related premium tax asset was $12 million. The expected period over which guaranty fund assessments will be made and the related tax credits recovered is not known.

Contingencies

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, heightened and sustained volatility in the financial markets and significant financial reform legislation 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 the Company or the financial services industry generally.

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/or has been subject to examination or claims by, the SEC, the Financial Industry Regulatory Authority, the Office of the Comptroller of the Currency, the UK Financial Conduct Authority, state insurance and securities regulators, state attorneys general and various other domestic or foreign governmental and quasi-governmental authorities on behalf of themselves or clients concerning the Company’s business activities and practices, and the practices of the Company’s financial advisors. The Company has numerous pending matters which include information requests,

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

exams or inquiries that the Company has received during recent periods regarding certain matters, including: sales and distribution of mutual funds, annuities, equity and fixed income securities, real estate investment trusts, insurance products, and financial advice offerings; supervision of the Company’s financial advisors; administration of insurance claims; security of client information; and front office systems and controls at the Company’s UK subsidiary. The Company is also responding to regulatory audits, market conduct examinations and other state inquiries relating to an industry-wide investigation of unclaimed property and escheatment practices and procedures. The number of reviews and investigations has increased in recent years with regard to many firms in the financial services industry, including Ameriprise Financial. The Company has cooperated and will continue to cooperate with the applicable regulators regarding their inquiries.

These legal and regulatory proceedings and disputes are subject to uncertainties and, as such, it is inherently difficult to determine whether any loss is probable or even possible, or to reasonably estimate the amount of any loss. The Company cannot predict with certainty if, how or when any such proceedings will be initiated or resolved or what the eventual settlement, fine, penalty or other relief, if any, may be, particularly for proceedings that are in their early stages of development or where plaintiffs seek indeterminate damages. Numerous issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters, and by addressing unsettled legal questions relevant to the proceedings in question, before a loss or range of loss can be reasonably estimated for any proceeding. An adverse outcome in one or more proceeding could eventually result in adverse judgments, settlements, fines, penalties or other sanctions, in addition to further claims, examinations or adverse publicity that could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

In accordance with applicable accounting standards, the Company establishes an accrued liability for contingent litigation and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. In such cases, there still may be an exposure to loss in excess of any amounts reasonably estimated and accrued. When a loss contingency is not both probable and estimable, the Company does not establish an accrued liability, but continues to monitor, in conjunction with any outside counsel handling a matter, further developments that would make such loss contingency both probable and reasonably estimable. Once the Company establishes an accrued liability with respect to a loss contingency, the Company continues to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established, and any appropriate adjustments are made each quarter.

Certain legal and regulatory proceedings are described below.

In October 2011, a putative class action lawsuit entitled Roger Krueger, et al. vs. Ameriprise Financial, et al. was filed in the United States District Court for the District of Minnesota against the Company, certain of its present or former employees and directors, as well as certain fiduciary committees on behalf of participants and beneficiaries of the Ameriprise Financial 401(k) Plan. The alleged class period is from October 1, 2005 to the present. The action alleges that Ameriprise breached fiduciary duties under ERISA, by selecting and retaining primarily proprietary mutual funds with allegedly poor performance histories, higher expenses relative to other investment options and improper fees paid to Ameriprise Financial or its subsidiaries. On March 26, 2015, the parties submitted to the Court for approval a settlement in the amount of $27.5 million that would result in full and final dismissal of all claims. On April 6, 2015, the Court preliminarily approved the settlement, and set a final approval hearing for July 13, 2015. The settlement, net of insurance recovery, has no impact to the Company’s consolidated results of operations.

In September 2011, the California Department of Insurance (“CA DOI”) issued an Order to Show Cause administrative action against RiverSource Life Insurance Company alleging that certain claims handling practices reviewed in a 2007-2008 market conduct exam did not comply with applicable law. In August 2014, RiverSource Life Insurance Company and the CA DOI reached an agreement in principle to settle all pending allegations for $800,000, with the exception of a single allegation related to certain coverage determinations made under long term care insurance policies issued between 1989-1992. An administrative hearing on this remaining allegation concluded in November 2014, and in April 2015 a decision was issued by the California Insurance Commissioner resolving the matter in favor of RiverSource Life Insurance Company, finding no violations of the California Insurance Code and no penalties warranted against RiverSource Life Insurance Company.

In November 2014, a lawsuit was filed against the Company’s London-based asset management affiliate in England’s High Court of Justice Commercial Court, entitled Otkritie Capital International Ltd and JSC Otkritie Holding v. Threadneedle Asset Management Ltd. and Threadneedle Management Services Ltd. (“Threadneedle Defendants”). Claimants allege that the Threadneedle Defendants should be held liable for the wrongful acts of one of its former employees, who in February 2014 was held jointly and severally liable with several other parties for conspiracy and dishonest assistance in connection with a fraud perpetrated against Claimants in 2011. Claimants allege they were harmed by that fraud in the amount of $120 million. The Threadneedle Defendants have applied to the Court for an Order dismissing the proceedings as an abuse of process of the court, with a hearing on the application set for June 10, 2015. The Company cannot reasonably estimate the range of loss, if any, that may result from this matter due to the early procedural status of the case, the number of parties involved, and the failure to allege any specific, evidence based damages.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

16. Earnings per Share Attributable to Ameriprise Financial, Inc. Common Shareholders

The computations of basic and diluted earnings per share attributable to Ameriprise Financial, Inc. common shareholders are as follows:



	Three Months Ended March 31,
	2015		2014
	(in millions, except per share amounts)
Numerator:
Income from continuing operations	$	479	$	516
Less: Net income attributable to noncontrolling interests	86		115
Income from continuing operations attributable to Ameriprise Financial	393		401
Loss from discontinued operations, net of tax	—		(1		)
Net income attributable to Ameriprise Financial	$	393	$	400

Denominator:
Basic: Weighted-average common shares outstanding	186.3		195.5
Effect of potentially dilutive nonqualified stock options and other share-based awards	2.8		3.6
Diluted: Weighted-average common shares outstanding	189.1		199.1

Earnings per share attributable to Ameriprise Financial, Inc. common shareholders:
Basic:
Income from continuing operations	$	2.11	$	2.05
Loss from discontinued operations	—		—
Net income	$	2.11	$	2.05
Diluted:
Income from continuing operations	$	2.08	$	2.01
Loss from discontinued operations	—		—
Net income	$	2.08	$	2.01

The calculation of diluted earnings per share excludes the incremental effect of 1.6 million and 1.5 million options as of March 31, 2015 and 2014, respectively, due to their anti-dilutive effect.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

17. Segment Information

The Company’s segments are Advice & Wealth Management, Asset Management, Annuities, Protection and Corporate & Other.

Management uses segment operating measures in goal setting, as a basis for determining employee compensation and in evaluating performance on a basis comparable to that used by some securities analysts and investors. Consistent with GAAP accounting guidance for segment reporting, operating earnings is the Company’s measure of segment performance. Operating earnings should not be viewed as a substitute for GAAP income from continuing operations before income tax provision. The Company believes the presentation of segment operating earnings as the Company measures it for management purposes enhances the understanding of its business by reflecting the underlying performance of its core operations and facilitating a more meaningful trend analysis.

The accounting policies of the segments are the same as those of the Company, except for operating adjustments defined below, the method of capital allocation, the accounting for gains (losses) from intercompany revenues and expenses and not providing for income taxes on a segment basis.

Operating earnings is defined as operating net revenues less operating expenses. Operating net revenues and operating expenses exclude the results of discontinued operations, the market impact on IUL benefits (net of hedges and the related DAC amortization, unearned revenue amortization, and the reinsurance accrual), integration and restructuring charges and the impact of consolidating investment entities. Operating net revenues also exclude net realized gains or losses. Operating expenses also exclude the market impact on variable annuity guaranteed benefits (net of hedges and the related DSIC and DAC amortization). The market impact on variable annuity guaranteed benefits and IUL benefits includes changes in liability values caused by changes in financial market conditions, net of changes in associated economic hedge values. The market impact also includes certain valuation adjustments made in accordance with FASB Accounting Standards Codification 820, Fair Value Measurements and Disclosures, including the impact on liability values of discounting projected benefits to reflect a current estimate of the Company’s life insurance subsidiary’s nonperformance spread.

The following tables summarize selected financial information by segment and reconcile segment totals to those reported on the consolidated financial statements:



	March 31, 2015		December 31, 2014
	(in millions)
Assets:
Advice & Wealth Management	$	10,731	$	10,220
Asset Management	8,231		7,509
Annuities	99,665		98,535
Protection	21,632		20,779
Corporate & Other	11,189		11,767
Total assets	$	151,448	$	148,810

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



	Three Months Ended March 31,
	2015			2014
	(in millions)
Operating net revenues:
Advice & Wealth Management	$	1,228		$	1,149
Asset Management	807			807
Annuities	631			636
Protection	590			555
Corporate & Other	(6		)	6
Eliminations⁽¹⁾	(352		)	(341		)
Total segment operating revenues	2,898			2,812
Net realized gains	10			5
Revenues attributable to CIEs	149			177
Market impact on IUL benefits, net	(4		)	2
Total net revenues per consolidated statements of operations	$	3,053		$	2,996

⁽¹⁾ Represents the elimination of intersegment revenues recognized for the three months ended March 31, 2015 and 2014 in each segment as follows: Advice & Wealth Management ($247 and $240, respectively); Asset Management ($11 and $11, respectively); Annuities ($84 and $80, respectively); Protection ($10 and $10, respectively); and Corporate & Other (nil and nil, respectively).



	Three Months Ended March 31,
	2015			2014
	(in millions)
Operating earnings:
Advice & Wealth Management	$	210		$	181
Asset Management	191			183
Annuities	172			176
Protection	51			59
Corporate & Other	(62		)	(55		)
Total segment operating earnings	562			544
Net realized gains	10			5
Net income attributable to noncontrolling interests	86			115
Market impact on variable annuity guaranteed benefits, net	(34		)	(15		)
Market impact on IUL benefits, net	(6		)	1
Income from continuing operations before income tax provision per consolidated statements of operations	$	618		$	650

AMERIPRISE FINANCIAL, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with the “Forward-Looking Statements” that follow and our Consolidated Financial Statements and Notes presented in Item 1. Our Management’s Discussion and Analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2015 (“2014 10-K”), as well as our current reports on Form 8-K and other publicly available information. References below to “Ameriprise Financial,” “Ameriprise,” the “Company,” “we,” “us,” and “our” refer to Ameriprise Financial, Inc. exclusively, to our entire family of companies, or to one or more of our subsidiaries.

Overview

Ameriprise Financial is a diversified financial services company with a 120 year history of providing financial solutions. We offer a broad range of products and services designed to achieve the financial objectives of individual and institutional clients. We are America’s leader in financial planning and a leading global financial institution with more than $814 billion in assets under management and administration as of March 31, 2015.

Our strategy is centered on helping our clients confidently achieve their goals by providing advice and managing their assets and protecting their assets and income. We utilize two go-to-market approaches in carrying out this strategy: Wealth Management and Asset Management.

Our wealth management capabilities are centered on the long-term, personal relationships between our clients and our financial advisors and registered representatives (our “advisors”). Through our advisors, we offer financial planning, products and services designed to be used as solutions for our clients’ cash and liquidity, asset accumulation, income, protection, and estate and wealth transfer needs. Our focus on personal relationships, together with our discipline in financial planning and strengths in product development and advice, allow us to address the evolving financial and retirement-related needs of our clients, including our primary target market segment, the mass affluent and affluent, which we define as households with investable assets of more than $100,000. The financial product solutions we offer through our advisors include both our own products and services and the products of other companies. Our advisor network is the primary channel through which we offer our affiliated insurance and annuity products and services.

Our network of approximately 9,700 advisors is the primary means through which we engage in our wealth management activities. We offer our advisors training, tools, leadership, marketing programs and other field and centralized support to assist them in delivering advice and product solutions. We believe that our nationally recognized brand and practice vision, local marketing support, integrated operating platform and comprehensive set of products and solutions constitute a compelling value proposition for financial advisors, as evidenced by our strong advisor retention rate and our ability to attract and retain experienced and productive advisors. We have and will continue to invest in and develop capabilities and tools designed to maximize advisor productivity and client satisfaction.

We are in a compelling position to capitalize on significant demographic and market trends driving increased demand for financial advice and solutions. In the U.S., the ongoing transition of baby boomers into retirement, as well as recent economic and financial market crises, continues to drive demand for financial advice and solutions. In addition, the amount of investable assets held by mass affluent and affluent households, our target market, has grown and accounts for over half of U.S. investable assets. We believe our differentiated financial planning model, broad range of products and solutions, as well as our demonstrated financial strength throughout the economic downturn of recent past years, will help us capitalize on these trends.

Our asset management capabilities are increasingly global in scale, with Columbia Management Investment Advisers, LLC (“Columbia” or “Columbia Management”) as the primary provider of products and services in the U.S. and Threadneedle Asset Management Holdings Sàrl (“Threadneedle”) as the primary provider of products and services outside of the U.S. On March 30, 2015, we launched a new brand -- Columbia Threadneedle Investments - that represents the combined capabilities, resources and reach of both firms. While the group now operates under one brand, established investment teams, strategies and processes in place at both firms will not change as a result of the new brand, nor will existing funds or client portfolios and mandates. In addition, there is no change to the corporate structure or regulated entities.

We offer a broad spectrum of investment advice and products to individual, institutional and high-net worth investors. These investment products are primarily provided through third parties, though we also provide our asset management products through our advisor channel. Our underlying asset management philosophy is based on delivering consistently strong and competitive investment performance. The quality and breadth of our asset management capabilities are demonstrated by 120 of our funds rated as four- and five-star funds by Morningstar.

AMERIPRISE FINANCIAL, INC.

We are positioned to continue to grow our assets under management and to strengthen our asset management offerings to existing and new clients. Our asset management capabilities are well positioned to address mature markets in the U.S. and Europe. We also have the capability to leverage existing strengths to effectively expand into new global and emerging markets. In the past few years, we have expanded beyond our traditional strengths in the U.S. and UK to gather assets in Continental Europe, Asia, Australia, the Middle East and Africa. In addition, we continue to pursue opportunities to leverage the collective capabilities of Columbia Threadneedle Investments to enhance our current range of investment solutions, to develop new solutions that are responsive to client demand in an increasingly complex marketplace and to maximize the distribution capabilities of our global business.

The financial results from the businesses underlying our go-to-market approaches are reflected in our five operating segments:


•	Advice & Wealth Management;


•	Asset Management;


•	Annuities;


•	Protection; and


•	Corporate & Other.

Our 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 affected by 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.

Financial markets and macroeconomic conditions have had and will continue to have a significant impact on our operating and performance results. In addition, the business and regulatory environment in which we operate remains subject to elevated uncertainty and change. To succeed, we expect to continue focusing on our key strategic objectives. The success of these and other strategies may be affected by the factors discussed in “Item 1A. Risk Factors” in our 2014 10-K, “Item 1A. Risk Factors” in this Form 10-Q and other factors as discussed herein.

Equity price, credit 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 fixed annuities, fixed insurance, deposit products and the fixed portion of variable annuities and variable insurance contracts, the value of deferred acquisition costs (“DAC”) and deferred sales inducement costs (“DSIC”) assets, the values of liabilities for guaranteed benefits associated with our variable annuities and the values of derivatives held to hedge these benefits.

Earnings, as well as operating earnings, will continue to be negatively impacted by the ongoing low interest rate environment. In addition to continuing spread compression in our interest sensitive product lines, a sustained low interest rate environment may result in increases to our reserves and changes in various rate assumptions we use to amortize DAC and DSIC, which may negatively impact our operating earnings. For additional discussion on our interest rate risk, see Item 3. “Quantitative and Qualitative Disclosures About Market Risk.”

We consolidate certain collateralized loan obligations (“CLOs”) and property funds (pooled investment vehicles) for which we provide asset management services. These entities are defined as consolidated investment entities (“CIEs”). While the consolidation of the CIEs impacts our balance sheet and income statement, our exposure to these entities is unchanged and there is no impact to the underlying business results. For further information on CIEs, see Note 3 to our Consolidated Financial Statements. Changes in the valuation of the CIE assets and liabilities impact pretax income. The net income (loss) of the CIEs is reflected in net income (loss) attributable to noncontrolling interests. The results of operations of the CIEs are reflected in the Corporate & Other segment. On a consolidated basis, the management fees we earn for the services we provide to the CIEs and the related general and administrative expenses are eliminated and the changes in the assets and liabilities related to the CIEs, primarily syndicated loans and debt, are reflected in net investment income. We continue to include the fees from these entities in the management and financial advice fees line within our Asset Management segment.

While our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), management believes that operating measures, which exclude net realized gains or losses; the market impact on variable annuity guaranteed benefits, net of hedges and the related DSIC and DAC amortization; the market impact on indexed universal life benefits, net of hedges and the related DAC amortization, unearned revenue amortization and the reinsurance accrual; integration and restructuring charges; income (loss) from discontinued operations; and the impact of consolidating CIEs, best reflect the underlying performance of our core operations and facilitate a more meaningful trend analysis. Management uses certain of these non-GAAP measures to evaluate our financial performance on a basis comparable to that used by some securities analysts and investors. Also, certain of these non-GAAP measures are taken into consideration, to varying degrees, for purposes of business planning and analysis

AMERIPRISE FINANCIAL, INC.

and for certain compensation-related matters. Throughout our Management’s Discussion and Analysis, these non-GAAP measures are referred to as operating measures.

It is management’s priority to increase shareholder value over a multi-year horizon by achieving our on-average, over-time financial targets.

Our financial targets are:


•	Operating total net revenue growth of 6% to 8%,


•	Operating earnings per diluted share growth of 12% to 15%, and


•	Operating return on equity excluding accumulated other comprehensive income (“AOCI”) of 19% to 23%.

The following tables reconcile our GAAP measures to operating measures:



	Three Months Ended March 31,
	2015			2014
	(in millions)
Total net revenues	$	3,053		$	2,996
Less: Revenue attributable to CIEs	149			177
Less: Net realized gains	10			5
Less: Market impact on indexed universal life benefits	(4		)	2
Operating total net revenues	$	2,898		$	2,812



						Per Diluted Share
	Three Months Ended March 31,					Three Months Ended March 31,
	2015		2014			2015		2014
	(in millions, except per share amounts)
Net income	$	479	$	515
Less: Net income attributable to noncontrolling interests	86		115
Net income attributable to Ameriprise Financial	393		400			$	2.08	$	2.01
Less: Loss from discontinued operations, net of tax	—		(1		)	—		—
Net income from continuing operations attributable to Ameriprise Financial	393		401			2.08		2.01
Add: Market impact on variable annuity guaranteed benefits, net of tax ⁽¹⁾	22		10			0.12		0.05
Add: Market impact on indexed universal life benefits, net of tax ⁽¹⁾	4		(1		)	0.02		—
Less: Net realized gains, net of tax ⁽¹⁾	7		3			0.04		0.02
Operating earnings	$	412	$	407		$	2.18	$	2.04

Weighted average common shares outstanding:
Basic	186.3		195.5
Diluted	189.1		199.1

⁽¹⁾ Calculated using the statutory tax rate of 35%.

AMERIPRISE FINANCIAL, INC.

The following table reconciles the trailing twelve months’ sum of net income attributable to Ameriprise Financial to operating earnings and the five-point average of quarter-end equity to operating equity:



	Twelve Months Ended March 31,
	2015			2014
	(in millions)
Net income attributable to Ameriprise Financial	$	1,612		$	1,399
Less: Loss from discontinued operations, net of tax	(1		)	(3		)
Net income from continuing operations attributable to Ameriprise Financial	1,613			1,402
Less: Adjustments ⁽¹⁾	(54		)	(127		)
Operating earnings	$	1,667		$	1,529

Total Ameriprise Financial, Inc. shareholders’ equity	$	8,270		$	8,432
Less: Accumulated other comprehensive income, net of tax	755			731
Total Ameriprise Financial, Inc. shareholders’ equity from continuing operations, excluding AOCI	7,515			7,701
Less: Equity impacts attributable to CIEs	300			337
Operating equity	$	7,215		$	7,364

Return on equity from continuing operations, excluding AOCI	21.5		%	18.2		%
Operating return on equity, excluding AOCI ⁽²⁾	23.1		%	20.8		%

⁽¹⁾

Adjustments reflect the trailing twelve months’ sum of after-tax net realized gains/losses; the market impact on variable annuity guaranteed benefits, net of hedges and related DSIC and DAC amortization; the market impact on indexed universal life benefits, net of hedges and the related DAC amortization, unearned revenue amortization, and the reinsurance accrual; and integration and restructuring charges. After-tax is calculated using the statutory tax rate of 35%.

⁽²⁾

Operating return on equity, excluding AOCI, is calculated using the trailing twelve months of earnings excluding the after-tax net realized gains/losses; market impact on variable annuity guaranteed benefits, net of hedges and related DSIC and DAC amortization; the market impact on indexed universal benefits, net of hedges and the related DAC amortization, unearned revenue amortization, and the reinsurance accrual; integration/restructuring charges; and discontinued operations in the numerator, and Ameriprise Financial shareholders’ equity, excluding AOCI and the impact of consolidating investment entities using a five-point average of quarter-end equity in the denominator. After-tax is calculated using the statutory rate of 35%.

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 consolidated results of operations and financial condition. 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. These accounting policies are discussed in detail in “Management’s Discussion and Analysis — Critical Accounting Policies” in our 2014 10-K.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements and their expected impact on our future consolidated results of operations and financial condition, see Note 2 to our Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

Assets Under Management and Administration

Assets under management (“AUM”) include external client assets for which we provide investment management services, such as the assets of the Columbia funds and Threadneedle funds, assets of institutional clients and assets of clients in our advisor platform held in wrap accounts as well as assets managed by sub-advisers selected by us. AUM also includes certain assets on our Consolidated Balance Sheets for which we provide investment management services and recognize management fees in our Asset Management segment, such as the assets of the general account and the variable product funds held in the separate accounts of our life insurance subsidiaries and CIEs. These assets do not include assets under advisement, for which we provide model portfolios but do not have full discretionary investment authority. Corporate & Other AUM primarily includes former bank assets that are managed within our Corporate & Other segment.

Assets under administration (“AUA”) 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 generally record revenues received from administered assets as distribution fees. 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. AUA also includes 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-affiliated funds held in the separate accounts of our life insurance subsidiaries. These assets do not include assets under advisement, for which we provide model portfolios but do not have full discretionary investment authority.

The following table presents detail regarding our AUM and AUA:



	March 31,
	2015			2014			Change
	(in billions)
Assets Under Management and Administration
Advice & Wealth Management AUM	$	179.4		$	158.8		$	20.6		13	%
Asset Management AUM	506.3			503.9			2.4			—
Corporate & Other AUM	0.7			0.9			(0.2		)	(22	)
Eliminations	(22.5		)	(20.5		)	(2.0		)	(10	)
Total Assets Under Management	663.9			643.1			20.8			3
Total Assets Under Administration	150.9			139.7			11.2			8
Total AUM and AUA	$	814.8		$	782.8		$	32.0		4	%

Total AUM increased $20.8 billion, or 3%, to $663.9 billion as of March 31, 2015 compared to $643.1 billion as of March 31, 2014 primarily due to a $20.6 billion increase in Advice & Wealth Management AUM driven by wrap account net inflows and market appreciation. See our segment results of operations discussion below for additional information on changes in our AUM.

AMERIPRISE FINANCIAL, INC.

Consolidated Results of Operations for the Three Months Ended March 31, 2015 and 2014

The following table presents our consolidated results of operations:



	Three Months Ended March 31,
	2015		2014			Change
	(in millions)
Revenues
Management and financial advice fees	$	1,468	$	1,386		$	82		6	%
Distribution fees	466		476			(10		)	(2	)
Net investment income	484		471			13			3
Premiums	353		330			23			7
Other revenues	289		340			(51		)	(15	)
Total revenues	3,060		3,003			57			2
Banking and deposit interest expense	7		7			—			—
Total net revenues	3,053		2,996			57			2
Expenses
Distribution expenses	819		786			33			4
Interest credited to fixed accounts	172		186			(14		)	(8	)
Benefits, claims, losses and settlement expenses	533		450			83			18
Amortization of deferred acquisition costs	75		87			(12		)	(14	)
Interest and debt expense	84		79			5			6
General and administrative expense	752		758			(6		)	(1	)
Total expenses	2,435		2,346			89			4
Income from continuing operations before income tax provision	618		650			(32		)	(5	)
Income tax provision	139		134			5			4
Income from continuing operations	479		516			(37		)	(7	)
Loss from discontinued operations, net of tax	—		(1		)	1			NM
Net income	479		515			(36		)	(7	)
Less: Net income attributable to noncontrolling interests	86		115			(29		)	(25	)
Net income attributable to Ameriprise Financial	$	393	$	400		$	(7	)	(2	)%
NM Not Meaningful.

Overall

Income from continuing operations before income tax provision decreased $32 million, or 5%, to $618 million for the three months ended March 31, 2015 compared to $650 million for the prior year period primarily reflecting a $32 million long term care (“LTC”) reserve increase, the market impact on variable annuity guaranteed benefits (net of hedges and the related DSIC and DAC amortization), a $27 million benefit in the prior year period from policyholder movement of investments in Portfolio Navigator (traditional asset allocation) funds under certain in force variable annuities with living benefit guarantees to the Portfolio Stabilizer (managed volatility) funds compared to a $2 million benefit in the current period, asset management net outflows and a decrease in net income from CIEs, partially offset by the impact of market appreciation, wrap account net inflows, and lower auto and home losses. The market impact on variable annuity guaranteed benefits (net of hedges and the related DSIC and DAC amortization) was an expense of $34 million for the three months ended March 31, 2015 compared to an expense of $15 million for the prior year period.

AMERIPRISE FINANCIAL, INC.

Net Revenues

Net revenues increased $57 million, or 2%, to $3.1 billion for the three months ended March 31, 2015 compared to $3.0 billion for the prior year period primarily due to higher management and financial advice fees and premiums, partially offset by a decrease in other revenues.

Management and financial advice fees increased $82 million, or 6%, to $1.5 billion for the three months ended March 31, 2015 compared to $1.4 billion for the prior year period primarily due to higher asset-based fees driven by an increase in average AUM. Average AUM increased $25.6 billion, or 4%, compared to the prior year period primarily due to market appreciation and wrap account net inflows, partially offset by asset management net outflows and the negative impact of foreign currency translation. See our discussion on the changes in AUM in our segment results of operations section below.

Distribution fees decreased $10 million, or 2%, to $466 million for the three months ended March 31, 2015 compared to $476 million for the prior year period due to lower client activity reflecting increased market volatility and slower sales in certain products, partially offset by higher client assets.

Net investment income increased $13 million, or 3%, to $484 million for the three months ended March 31, 2015 compared to $471 million for the prior year period primarily due to a $31 million increase in net investment income of CIEs, partially offset by a $20 million decrease in investment income on fixed maturities driven by low interest rates.

Premiums increased $23 million, or 7%, to $353 million for the three months ended March 31, 2015 compared to $330 million for the prior year period due to growth in auto and home premiums driven by higher policies in force. Auto and home policies in force increased 10% compared to the prior year period.

Other revenues decreased $51 million, or 15%, to $289 million for the three months ended March 31, 2015 compared to $340 million for the prior year period due to a $59 million decrease in other revenues of CIEs, partially offset by higher fees from variable annuity guarantee sales in the prior year where the fees start on the first anniversary date and higher average fee rates.

Expenses

Total expenses increased $89 million, or 4%, to $2.4 billion for the three months ended March 31, 2015 compared to $2.3 billion for the prior year period primarily due to increases in distribution expenses and benefits, claims, losses and settlement expenses, partially offset by decreases in interest credited to fixed accounts and amortization of DAC.

Distribution expenses increased $33 million, or 4%, to $819 million for the three months ended March 31, 2015 compared to $786 million for the prior year period driven by higher advisor compensation due to growth in assets under management. See our discussion on the changes in AUM in our segment results of operations section below.

Interest credited to fixed accounts decreased $14 million, or 8%, to $172 million for the three months ended March 31, 2015 compared to $186 million for the prior year period primarily due to lower average fixed annuity account balances and a lower average crediting rate on interest sensitive fixed annuities. Average fixed annuity account balances decreased $1.2 billion, or 9%, to $11.9 billion for the three months ended March 31, 2015 compared to the prior year period due to net outflows reflecting limited new sales from low rates and higher lapse rates. The average fixed annuity crediting rate excluding capitalized interest decreased to 3.0% for the three months ended March 31, 2015 compared to 3.3% for the prior year period reflecting the re-pricing of the five-year guarantee block. See additional discussion on the re-pricing in the Annuities segment.

Benefits, claims, losses and settlement expenses increased $83 million, or 18%, to $533 million for the three months ended March 31, 2015 compared to $450 million for the prior year period primarily reflecting the following items:

•

A $3 million increase in benefits, claims, losses and settlement expenses related to our auto and home business due to an increase in the provision for estimated losses reflecting the impact of growth in exposures from a 10% increase in policies in force and higher 2015 accident year loss ratio assumptions consistent with the fourth quarter 2014 accident year level, partially offset by a decrease in weather-related losses and a $30 million expense in the prior year period related to an increase to prior accident year loss reserves reflecting adverse development in the 2013 and prior accident years auto liability coverage. Weather-related losses were $12 million for the three months ended March 31, 2015 compared to $20 million for the prior year period.


•	A $5 million increase in expense related to higher reserve funding driven by the impact of higher fees from variable annuity guarantee sales in the prior year where the fees start on the first anniversary date.


•	An increase in expenses compared to the prior year period due to a $32 million benefit in the first quarter of 2014 from policyholder movement of investments in Portfolio Navigator funds under certain in force variable annuities with living benefit guarantees to the Portfolio Stabilizer funds compared to $3 million in the first quarter of 2015. See additional discussion in the Annuities segment.

AMERIPRISE FINANCIAL, INC.


•	A $32 million increase in LTC reserves in the first quarter of 2015. See additional discussion in the Protection segment.


•	A $7 million favorable impact from a change in the discount rate for disability income (“DI”) products in the first quarter of 2015.

•

A $29 million decrease in expense compared to the prior year period from the unhedged nonperformance credit spread risk adjustment on variable annuity guaranteed benefits. As the embedded derivative liability on which the nonperformance credit spread is applied increases (decreases), the impact of the nonperformance credit spread is favorable (unfavorable) to expense. The favorable impact of the nonperformance credit spread was $44 million for the first quarter of 2015 compared to $15 million for the prior year period.

•

A $52 million increase in expense from other market impacts on variable annuity guaranteed benefits, net of hedges in place to offset those risks and the related DSIC amortization. This increase was the result of an unfavorable $238 million change in the market impact on variable annuity guaranteed living benefits reserves, a favorable $186 million change in the market impact on derivatives hedging the variable annuity guaranteed benefits and no DSIC offset. The main market drivers contributing to these changes are summarized below:


•	Interest rates were down in the first quarter of 2015 and 2014, but decreased more in the first quarter of 2015 resulting in a larger unfavorable change in the variable annuity guaranteed living benefits liability compared to the prior year period, partially offset by a larger favorable change in the related hedge assets compared to the prior year period.

•

Equity market volatility impacts on the variable annuity guaranteed living benefits liability resulted in an increase in expense in the first quarter of 2015 compared to a decrease in expense in the prior year period. This unfavorable change was partially offset by a decrease in expense in the first quarter of 2015 compared to an increase in expense in the prior year period from equity market volatility impacts on the related hedge assets.


•	Other unhedged items, including the difference between the assumed and actual underlying separate account investment performance, fixed income credit exposures, transaction costs and various behavioral items, were a net unfavorable impact compared to the prior year period.

Amortization of DAC decreased $12 million, or 14%, to $75 million for the three months ended March 31, 2015 compared to $87 million for the prior year period primarily reflecting the following items:


•	The DAC offset to the market impact on variable annuity guaranteed benefits (net of hedges and the related DSIC amortization) was a benefit of $4 million for the first quarter of 2015 compared to nil for the prior year period.


•	The impact on DAC from actual versus expected market performance based on our view of bond and equity performance was a benefit of $9 million for the first quarter of 2015 compared to a benefit of $6 million for the prior year period.


•	A $4 million decrease in expenses compared to the prior year period from the DAC offset related to policyholder movement of investments in Portfolio Navigator funds under certain in force variable annuities with living benefit guarantees to the Portfolio Stabilizer funds.

Income Taxes

Our effective tax rate on income from continuing operations including income attributable to noncontrolling interests was 22.5% for the three months ended March 31, 2015 compared to 20.7% for the prior year period. Our effective tax rate on income from continuing operations excluding income attributable to noncontrolling interests was 26.1% for the three months ended March 31, 2015 compared to 25.1% for the prior year period. The effective tax rates for the three months ended March 31, 2015 and 2014 were lower than the statutory rate as a result of tax preferred items including the dividends received deduction and low income housing tax credits.

AMERIPRISE FINANCIAL, INC.

Results of Operations by Segment for the Three Months Ended March 31, 2015 and 2014

Operating earnings is the measure of segment profit or loss management uses to evaluate segment performance. Operating earnings should not be viewed as a substitute for GAAP income from continuing operations before income tax provision. We believe the presentation of segment operating earnings as we measure it for management purposes enhances the understanding of our business by reflecting the underlying performance of our core operations and facilitating a more meaningful trend analysis. See Note 17 to the Consolidated Financial Statements for further information on the presentation of segment results and our definition of operating earnings.

The following table presents summary financial information by segment:



	Three Months Ended March 31,
	2015			2014
	(in millions)
Advice & Wealth Management
Net revenues	$	1,228		$	1,149
Expenses	1,018			968
Operating earnings	$	210		$	181
Asset Management
Net revenues	$	807		$	807
Expenses	616			624
Operating earnings	$	191		$	183
Annuities
Net revenues	$	631		$	636
Expenses	459			460
Operating earnings	$	172		$	176
Protection
Net revenues	$	590		$	555
Expenses	539			496
Operating earnings	$	51		$	59
Corporate & Other
Net revenues	$	(6	)	$	6
Expenses	56			61
Operating loss	$	(62	)	$	(55	)

Advice & Wealth Management

Our Advice & Wealth Management segment provides financial planning and advice, as well as full-service brokerage services, primarily to retail clients through our advisors. These services are centered on long-term, personal relationships between our advisors and our clients and focus on helping clients confidently achieve their financial goals. Our advisors provide a distinctive approach to financial planning and have access to a broad selection of both affiliated and non-affiliated 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 invested assets primarily from certificate products. This segment earns revenues (distribution fees) for distributing non-affiliated products and intersegment revenues (distribution fees) for distributing our affiliated products and services to our retail clients. Intersegment expenses for this segment include expenses for investment management services provided by the Asset Management segment.

In addition to purchases of affiliated and non-affiliated 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.

AMERIPRISE FINANCIAL, INC.

The following table presents the changes in wrap account assets and average balances for the three months ended March 31:



	2015		2014
	(in billions)
Beginning balance	$	174.7	$	153.5
Net flows ⁽¹⁾	2.8		4.2
Market appreciation and other ⁽¹⁾	2.5		1.7
Ending balance	$	180.0	$	159.4

Advisory wrap account assets ending balance ⁽²⁾	$	178.7	$	158.4
Average advisory wrap account assets ⁽³⁾	$	176.0	$	154.7

⁽¹⁾

Beginning April 1, 2014, net flows reflect all additions and withdrawals to and from the SPS wrap account program. For all periods presented prior to April 1, 2014, additions and withdrawals to and from certain non-billable investments of this program were reflected in the Market appreciation and other line and purchases and sales of billable investments were reported in the Net flows line. Nets flows for the SPS program are now reported on a consistent basis with our other wrap account programs.


⁽²⁾	Advisory wrap account assets represent those assets for which clients receive advisory services and are the primary driver of revenue earned on wrap accounts. Clients may hold non-advisory investments in their wrap accounts that do not incur an advisory fee.


⁽³⁾	Average ending balances are calculated using an average of the prior period’s ending balance and all months in the current period.

Wrap account assets increased $5.3 billion, or 3%, during the three months ended March 31, 2015 due to net inflows of $2.8 billion and market appreciation and other of $2.5 billion. Average advisory wrap account assets increased $21.3 billion, or 14%, compared to the prior year period due to net inflows and market appreciation.

The following table presents the changes in wrap account assets for the twelve months ended March 31:



	2015		2014
	(in billions)
Beginning balance	$	159.4	$	133.8
Net flows ⁽¹⁾	12.8		13.2
Market appreciation and other ⁽¹⁾	7.8		12.4
Ending balance	$	180.0	$	159.4
⁽¹⁾ See Note 1 in the table above.

Wrap account assets increased $20.6 billion, or 13%, from the prior year period reflecting net inflows and market appreciation.

The following table presents the results of operations of our Advice & Wealth Management segment on an operating basis:



	Three Months Ended March 31,
	2015		2014		Change
	(in millions)
Revenues
Management and financial advice fees	$	637	$	555	$	82		15	%
Distribution fees	543		547		(4		)	(1	)
Net investment income	35		34		1			3
Other revenues	20		20		—			—
Total revenues	1,235		1,156		79			7
Banking and deposit interest expense	7		7		—			—
Total net revenues	1,228		1,149		79			7

Expenses
Distribution expenses	757		707		50			7
Interest and debt expense	2		2		—			—
General and administrative expense	259		259		—			—
Total expenses	1,018		968		50			5
Operating earnings	$	210	$	181	$	29		16	%

AMERIPRISE FINANCIAL, INC.

Our Advice & Wealth Management segment pretax operating earnings, which exclude net realized gains or losses, increased $29 million, or 16%, to $210 million for the three months ended March 31, 2015 compared to $181 million for the prior year period primarily due to growth in wrap account assets and continued expense management, partially offset by the impact of lower client activity reflecting increased market volatility and slower sales in certain products. Pretax operating margin was 17.1% for the three months ended March 31, 2015 compared to 15.8% for the prior year period.

Net Revenues

Net revenues exclude net realized gains or losses. Net revenues increased $79 million, or 7%, to $1.2 billion for the three months ended March 31, 2015 compared to $1.1 billion for the prior year period primarily reflecting wrap account net inflows and market appreciation, partially offset by lower client activity. Operating net revenue per branded advisor increased to $127,000 for the three months ended March 31, 2015, up 8%, from $118,000 the prior year period driven by asset growth. Total branded advisors were 9,691 at March 31, 2015 compared to 9,704 at March 31, 2014.

Management and financial advice fees increased $82 million, or 15%, to $637 million for the three months ended March 31, 2015 compared to $555 million for the prior year period driven by growth in wrap account assets. Average advisory wrap account assets increased $21.3 billion, or 14%, compared to the prior year period due to net inflows and market appreciation. See our discussion of the changes in wrap account assets above.

Expenses

Total expenses increased $50 million, or 5%, to $1.0 billion for the three months ended March 31, 2015 compared to $1.0 billion for the prior year period due to a $50 million increase in distribution expenses driven by higher advisor compensation due to growth in wrap account assets.

Asset Management

Our Asset Management segment provides investment advice and investment products to retail, high net worth and institutional clients on a global scale through Columbia Threadneedle Investments. We provide clients with U.S. domestic individual products through unaffiliated third party financial institutions and through our Advice & Wealth Management segment, and we provide institutional products and services through our institutional sales force. International retail products are primarily distributed through third-party financial institutions and unaffiliated financial advisors. Individual products include U.S. mutual funds and non-U.S. equivalents, exchange-traded funds and variable product funds underlying insurance and annuity separate accounts. Institutional asset management services are designed to meet specific client objectives and may involve a range of products, including those that focus on traditional asset classes, separately managed accounts, individually managed accounts, collateralized loan obligations, hedge funds, collective funds and property funds. Collateralized loan obligations, hedge funds and certain private funds are often classified as alternative assets. Revenues in this segment are primarily earned as fees based on managed asset balances, which are impacted by market movements, net asset flows, asset allocation and product mix. We may also earn performance fees from certain accounts where investment performance meets or exceeds certain pre-identified targets. Our Asset Management segment also provides intercompany asset management services for Ameriprise Financial subsidiaries. The fees for such services are reflected within the Asset Management segment results through intersegment transfer pricing. Intersegment expenses for this segment include distribution expenses for services provided by our Advice & Wealth Management, Annuities and Protection segments.

From time to time, fee waivers have been provided to the Columbia Money Market Funds (the “Funds”) by Columbia Management and certain other subsidiaries performing services for the Funds for the purpose of reducing the expenses charged to a Fund in a given period to maintain or improve a Fund’s net yield in that period. Our subsidiaries may enter into contractual arrangements with the Funds identifying the specific fees to be waived and/or expenses to be reimbursed, as well as the time period for which such waivers will apply. In aggregate, we voluntarily waived fees of $2 million and $3 million for the three months ended March 31, 2015 and 2014, respectively.

AMERIPRISE FINANCIAL, INC.

The following tables present the mutual fund performance of our retail Columbia and Threadneedle funds as of March 31:



Columbia Mutual Fund Rankings in top 2 Lipper Quartiles			2015		2014
Domestic Equity	Equal weighted	1 year	55	%	55	%
		3 year	65	%	50	%
		5 year	54	%	68	%
	Asset weighted	1 year	61	%	41	%
		3 year	64	%	70	%
		5 year	63	%	76	%

International Equity	Equal weighted	1 year	71	%	60	%
		3 year	67	%	56	%
		5 year	63	%	53	%
	Asset weighted	1 year	84	%	28	%
		3 year	41	%	27	%
		5 year	41	%	29	%

Taxable Fixed Income	Equal weighted	1 year	65	%	50	%
		3 year	75	%	65	%
		5 year	75	%	53	%
	Asset weighted	1 year	77	%	53	%
		3 year	84	%	83	%
		5 year	84	%	60	%

Tax Exempt Fixed Income	Equal weighted	1 year	89	%	100	%
		3 year	100	%	100	%
		5 year	100	%	94	%
	Asset weighted	1 year	84	%	100	%
		3 year	100	%	100	%
		5 year	100	%	84	%

Asset Allocation Funds	Equal weighted	1 year	82	%	33	%
		3 year	78	%	55	%
		5 year	89	%	78	%
	Asset weighted	1 year	89	%	42	%
		3 year	77	%	68	%
		5 year	97	%	91	%

Number of funds with 4 or 5 Morningstar star ratings		Overall	48		51
		3 year	43		43
		5 year	50		44

Percent of funds with 4 or 5 Morningstar star ratings		Overall	48	%	51	%
		3 year	43	%	43	%
		5 year	53	%	46	%

Percent of assets with 4 or 5 Morningstar star ratings		Overall	56	%	52	%
		3 year	40	%	38	%
		5 year	57	%	42	%

AMERIPRISE FINANCIAL, INC.

Mutual fund performance rankings are based on the performance of Class Z fund shares for Columbia branded mutual funds. Only funds with Class Z shares are included. In instances where a fund’s Class Z shares do not have a full five year track record, performance for an older share class of the same fund, typically Class A shares, is utilized for the period before Class Z shares were launched. No adjustments to the historical track records are made to account for differences in fund expenses between share classes of a fund.

Equal Weighted Rankings in Top 2 Quartiles: Counts the number of funds with above median ranking divided by the total number of funds. Asset size is not a factor.

Asset Weighted Rankings in Top 2 Quartiles: Sums the total assets of the funds with above median ranking (using Class Z and appended Class Z) divided by total assets of all funds. Funds with more assets will receive a greater share of the total percentage above or below median.



Threadneedle Retail Fund Rankings in Top 2 Morningstar Quartiles or Above Index Benchmark			2015		2014
Equity	Equal weighted	1 year	71	%	60	%
		3 year	68	%	80	%
		5 year	83	%	65	%
	Asset weighted	1 year	78	%	42	%
		3 year	61	%	87	%
		5 year	87	%	68	%

Fixed Income	Equal weighted	1 year	65	%	61	%
		3 year	59	%	73	%
		5 year	68	%	67	%
	Asset weighted	1 year	63	%	55	%
		3 year	37	%	57	%
		5 year	47	%	53	%

Allocation (Managed) Funds	Equal weighted	1 year	75	%	86	%
		3 year	83	%	100	%
		5 year	83	%	67	%
	Asset weighted	1 year	79	%	62	%
		3 year	93	%	100	%
		5 year	93	%	55	%

The performance of each fund is measured on a consistent basis against the most appropriate benchmark — a peer group of similar funds or an index.

Equal weighted: Counts the number of funds with above median ranking (if measured against peer group) or above index performance (if measured against an index) divided by the total number of funds. Asset size is not a factor.

Asset weighted: Sums the assets of the funds with above median ranking (if measured against peer group) or above index performance (if measured against an index) divided by the total sum of assets in the funds. Funds with more assets will receive a greater share of the total percentage above or below median or index.

Aggregated Allocation (Managed) Funds include funds that invest in other funds of the Threadneedle range including those funds that invest in both equity and fixed income.

Aggregated Threadneedle data includes funds on the Threadneedle platform sub-advised by Columbia as well as advisors not affiliated with Ameriprise Financial, Inc.

AMERIPRISE FINANCIAL, INC.

The following table presents ending balances and average managed assets:



												Average⁽¹⁾
	March 31,											Three Months Ended March 31,
	2015			2014			Change					2015			2014			Change
	(in billions)
Columbia managed assets	$	364.2		$	357.9		$	6.3		2	%	$	362.8		$	356.4		$	6.4		2	%
Threadneedle managed assets	147.2			149.3			(2.1		)	(1	)	148.7			148.1			0.6			—
Less: Sub-advised eliminations	(5.1		)	(3.3		)	(1.8		)	(55	)	(4.3		)	(3.2		)	(1.1		)	(34	)
Total managed assets	$	506.3		$	503.9		$	2.4		—	%	$	507.2		$	501.3		$	5.9		1	%
⁽¹⁾Average ending balances are calculated using an average of the prior period’s ending balance and all months in the current period.

The following table presents managed asset net flows:



	Three Months Ended March 31,
	2015			2014			Change
	(in billions)
Columbia managed asset net flows	$	(3.2	)	$	(2.7	)	$	(0.5	)	(19	)%
Threadneedle managed asset net flows	(1.1		)	(1.3		)	0.2			15
Less: Sub-advised eliminations	(1.5		)	0.1			(1.6		)	NM
Total managed asset net flows	$	(5.8	)	$	(3.9	)	$	(1.9	)	(49	)%
NM Not Meaningful.

The following table presents managed assets by type:



										Average⁽¹⁾
	March 31,									Three Months Ended March 31,
	2015		2014		Change					2015		2014		Change
	(in billions)
Equity	$	279.4	$	278.1	$	1.3		—	%	$	279.1	$	274.9	$	4.2		2	%
Fixed income	192.0		195.1		(3.1		)	(2	)	193.8		196.3		(2.5		)	(1	)
Money market	6.9		6.5		0.4			6		6.5		6.7		(0.2		)	(3	)
Alternative	7.4		6.8		0.6			9		7.4		6.7		0.7			10
Hybrid and other	20.6		17.4		3.2			18		20.4		16.7		3.7			22
Total managed assets	$	506.3	$	503.9	$	2.4		—	%	$	507.2	$	501.3	$	5.9		1	%
⁽¹⁾ Average ending balances are calculated using an average of the prior period’s ending balance and all months in the current period.

AMERIPRISE FINANCIAL, INC.

The following tables present the changes in Columbia and Threadneedle managed assets:



	Three Months Ended March 31,
	2015			2014
	(in billions)
Columbia Managed Assets Rollforward
Retail Funds
Beginning assets	$	237.7		$	239.4
Mutual fund inflows	9.2			9.6
Mutual fund outflows	(12.3		)	(12.4		)
Net VP/VIT fund flows	(0.2		)	(0.2		)
Net new flows	(3.3		)	(3.0		)
Reinvested dividends	0.4			0.4
Net flows	(2.9		)	(2.6		)
Distributions	(0.6		)	(0.5		)
Market appreciation and other	5.3			3.2
Total ending assets	239.5			239.5

Institutional
Beginning assets	80.7			75.6
Inflows	4.9			4.5
Outflows	(5.3		)	(4.9		)
Net flows	(0.4		)	(0.4		)
Market appreciation and other	1.5			1.3
Total ending assets	81.8			76.5

Alternative
Beginning assets	6.7			5.6
Inflows	0.1			0.5
Outflows	—			(0.2		)
Net flows	0.1			0.3
Market appreciation (depreciation) and other	(0.1		)	0.1
Total ending assets	6.7			6.0
Affiliated General Account Assets	36.2			35.9
Total Columbia managed assets	$	364.2		$	357.9
Total Columbia net flows	$	(3.2	)	$	(2.7	)

AMERIPRISE FINANCIAL, INC.



	Three Months Ended March 31,
	2015			2014
	(in billions)
Threadneedle Managed Assets Rollforward
Retail Funds
Beginning assets	$	46.5		$	50.6
Mutual fund inflows	5.6			6.9
Mutual fund outflows	(5.1		)	(7.8		)
Net new flows	0.5			(0.9		)
Reinvested dividends	—			—
Net flows	0.5			(0.9		)
Distributions	(0.1		)	(0.1		)
Market appreciation	2.4			0.5
Foreign currency translation⁽¹⁾	(2.3		)	0.4
Other	0.1			0.2
Total ending assets	47.1			50.7

Institutional
Beginning assets	100.7			96.1
Inflows	1.9			1.9
Outflows	(3.5		)	(2.2		)
Net flows	(1.6		)	(0.3		)
Market appreciation	4.8			0.6
Foreign currency translation⁽¹⁾	(5.0		)	0.8
Other	0.5			0.6
Total ending assets	99.4			97.8

Alternative
Beginning assets	0.7			0.8
Inflows	—			—
Outflows	—			(0.1		)
Net flows	—			(0.1		)
Other	—			0.1
Total ending assets	0.7			0.8
Total Threadneedle managed assets	$	147.2		$	149.3
Total Threadneedle net flows	$	(1.1	)	$	(1.3	)
⁽¹⁾ Amounts represent British Pound to US dollar conversion.

Total segment AUM increased $0.7 billion during the three months ended March 31, 2015 driven by market appreciation, partially offset by net outflows and a negative impact of foreign currency translation. Total segment AUM net outflows were $5.8 billion for the three months ended March 31, 2015. Management expects, consistent with prior patterns of outflows, that outflows of primarily low margin assets directly or indirectly affiliated with Threadneedle and Columbia former parent companies will continue for the foreseeable future. The overall impact to segment results is difficult to quantify due to uncertain timing, volume and mix of the outflows.

Columbia managed assets increased $3.0 billion, or 1%, during the three months ended March 31, 2015 primarily due to market appreciation, partially offset by net outflows. Columbia retail funds increased $1.8 billion, or 1%, during the three months ended March 31, 2015 due to market appreciation, partially offset by net outflows. Columbia retail net outflows of $2.9 billion during the first quarter of 2015 included $2.3 billion of outflows in the Columbia Acorn Fund reflecting elevated outflows related to underperformance and $0.5 billion of outflows from a former parent affiliated distribution relationship. Columbia institutional AUM increased $1.1 billion, or 1%, during the three months ended March 31, 2015 due to market appreciation, partially offset by net outflows of $0.4 billion.

AMERIPRISE FINANCIAL, INC.

Threadneedle managed assets decreased $0.7 billion during the three months ended March 31, 2015 due to a $7.3 billion negative impact of foreign currency translation and net outflows of $1.1 billion, partially offset by market appreciation. Threadneedle retail funds increased $0.6 billion, or 1%, during the three months ended March 31, 2015 due to market appreciation and net inflows of $0.5 billion which included increased flows into Asian equity products, partially offset by a $2.3 billion negative impact of foreign currency translation. Threadneedle institutional AUM decreased $1.3 billion, or 1%, during the three months ended March 31, 2015 primarily due to net outflows and a $5.0 billion negative impact of foreign currency translation, partially offset by market appreciation. Threadneedle institutional net outflows of $1.6 billion during the first quarter of 2015 included outflows of $0.8 billion from legacy insurance assets and $0.9 billion from an institutional insurance client associated with asset reallocation to funds we do not offer.

The following table presents the results of operations of our Asset Management segment on an operating basis:



	Three Months Ended March 31,
	2015		2014		Change
	(in millions)
Revenues
Management and financial advice fees	$	674	$	680	$	(6	)	(1	)%
Distribution fees	125		121		4			3
Net investment income	6		4		2			50
Other revenues	2		2		—			—
Total revenues	807		807		—			—
Banking and deposit interest expense	—		—		—			—
Total net revenues	807		807		—			—
Expenses
Distribution expenses	278		284		(6		)	(2	)
Amortization of deferred acquisition costs	3		4		(1		)	(25	)
Interest and debt expense	6		6		—			—
General and administrative expense	329		330		(1		)	—
Total expenses	616		624		(8		)	(1	)
Operating earnings	$	191	$	183	$	8		4	%

Our Asset Management segment pretax operating earnings, which exclude net realized gains or losses, increased $8 million, or 4%, to $191 million for the three months ended March 31, 2015 compared to $183 million for the prior year period reflecting equity market appreciation and continued expense management, partially offset by net outflows, as well as a $4 million negative impact of foreign exchange.

Net Revenues

Net revenues, which exclude net realized gains or losses, were flat at $807 million for the three months ended March 31, 2015 compared to the prior year period as market appreciation was offset by net outflows, as well as a $15 million negative impact of foreign exchange.

Expenses

Total expenses decreased $8 million, or 1%, to $616 million for the three months ended March 31, 2015 compared to $624 million for the prior year period primarily due to a $6 million decrease in distribution expenses and a $1 million decrease in general and administrative expenses reflecting a positive impact of foreign exchange, partially offset by costs associated with the move to a new London office.

AMERIPRISE FINANCIAL, INC.

Annuities

Our Annuities segment provides variable and fixed annuity products of RiverSource Life companies to individual clients. We provide our variable annuity products through our advisors, and our fixed annuity products are distributed through both affiliated and unaffiliated advisors and financial institutions. Revenues from 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 from 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 variable insurance trust funds (“VIT 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.

The following table presents the results of operations of our Annuities segment on an operating basis:



	Three Months Ended March 31,
	2015		2014		Change
	(in millions)
Revenues
Management and financial advice fees	$	190	$	183	$	7		4	%
Distribution fees	89		88		1			1
Net investment income	221		242		(21		)	(9	)
Premiums	22		26		(4		)	(15	)
Other revenues	109		97		12			12
Total revenues	631		636		(5		)	(1	)
Banking and deposit interest expense	—		—		—			—
Total net revenues	631		636		(5		)	(1	)
Expenses
Distribution expenses	108		107		1			1
Interest credited to fixed accounts	127		148		(21		)	(14	)
Benefits, claims, losses and settlement expenses	115		86		29			34
Amortization of deferred acquisition costs	43		54		(11		)	(20	)
Interest and debt expense	10		10		—			—
General and administrative expense	56		55		1			2
Total expenses	459		460		(1		)	—
Operating earnings	$	172	$	176	$	(4	)	(2	)%

Our Annuities segment pretax operating income, which excludes net realized gains or losses and the market impact on variable annuity guaranteed benefits (net of hedges and the related DSIC and DAC amortization), decreased $4 million, or 2%, to $172 million for the three months ended March 31, 2015 compared to $176 million for the prior year period primarily due to a lower benefit from policyholder movement of investments in Portfolio Navigator funds under certain in-force variable annuities with living benefit guarantees to the Portfolio Stabilizer funds, partially offset by market appreciation.

During the fourth quarter of 2013, we added Portfolio Stabilizer fund options for our in force variable annuities with living benefit guarantees. During the first quarter of 2014, approximately $1.8 billion of account value was moved into these funds, exceeding expectations. The resulting earnings benefit for the first quarter of 2014 was $29 million. This compares to a benefit of $2 million for the first quarter of 2015. We anticipate a very minimal benefit to earnings going forward.

RiverSource variable annuity account balances increased 3% to $77.9 billion at March 31, 2015 compared to the prior year period due to market appreciation, partially offset by net outflows of $1.7 billion.

AMERIPRISE FINANCIAL, INC.

RiverSource fixed annuity account balances declined 10% to $11.7 billion at March 31, 2015 compared to the prior year period reflecting limited sales from low rates and higher lapse rates related to the re-pricing of the five-year guarantee block during 2014, a portion of which came out of its surrender charge period during the first quarter of 2015. At March 31, 2014, approximately $3.0 billion of the $4.1 billion five-year guarantee block was re-priced. The change in crediting rates decreased the level of spread compression in both periods.

Net Revenues

Net revenues, which exclude net realized gains or losses, decreased $5 million, or 1%, to $631 million for the three months ended March 31, 2015 compared to $636 million for the prior year period primarily due to lower net investment income, partially offset by higher management and financial advice fees and other revenues.

Management and financial advice fees increased $7 million, or 4%, to $190 million for the three months ended March 31, 2015 compared to $183 million for the prior year period due to higher fees on variable annuities driven by higher separate account balances. Average variable annuity account balances increased $2.4 billion, or 3%, compared to the prior year period due to market appreciation, partially offset by net outflows.

Net investment income, which excludes net realized gains or losses, decreased $21 million, or 9%, to $221 million for the three months ended March 31, 2015 compared to $242 million for the prior year period primarily reflecting a decrease of approximately $17 million from lower invested assets due to fixed annuity net outflows and approximately $4 million from lower interest rates.

Other revenues increased $12 million, or 12%, to $109 million for the three months ended March 31, 2015 compared to $97 million for the prior year period due to higher fees from variable annuity guarantee sales in the prior year where the fees start on the first anniversary date, as well as higher average fee rates.

Expenses

Total expenses, which exclude the market impact on variable annuity guaranteed benefits (net of hedges and the related DSIC and DAC amortization), decreased $1 million to $459 million for the three months ended March 31, 2015 compared to $460 million for the prior year period primarily due to lower interest credited to fixed accounts and amortization of DAC, partially offset by higher benefits, claims, losses and settlement expenses.

Interest credited to fixed accounts decreased $21 million, or 14%, to $127 million for the three months ended March 31, 2015 compared to $148 million for the prior year period driven by lower average fixed annuity account balances and a lower average crediting rate on interest sensitive fixed annuities. Average fixed annuity account balances decreased $1.2 billion, or 9%, to $11.9 billion for the three months ended March 31, 2015 compared to the prior year period due to net outflows reflecting limited new sales from low rates and higher lapse rates. The average fixed annuity crediting rate excluding capitalized interest decreased to 3.0% for the three months ended March 31, 2015 compared to 3.3% for the prior year period reflecting the re-pricing of the five-year guarantee block.

Benefits, claims, losses and settlement expenses, which exclude the market impact on variable annuity guaranteed benefits (net of hedges and the related DSIC amortization), increased $29 million, or 34%, to $115 million for the three months ended March 31, 2015 compared to $86 million for the prior year period primarily due to a $34 million benefit in the first quarter of 2014 from policyholder movement of investments in Portfolio Navigator funds under certain in-force variable annuities with living benefit guarantees to the Portfolio Stabilizer funds compared to a $3 million benefit in the first quarter of 2015.

Amortization of DAC, which excludes the DAC offset to the market impact on variable annuity guaranteed benefits, decreased $11 million, or 20%, to $43 million for the three months ended March 31, 2015 compared to $54 million for the prior year period. The DAC offset related to policyholder movement of investments in Portfolio Navigator funds under certain in force variable annuities with living benefit guarantees to the Portfolio Stabilizer funds was $1 million for the first quarter of 2015 compared to $5 million for the prior year period. The impact on DAC from actual versus expected market performance based on our view of bond and equity performance was a benefit of $8 million for the first quarter of 2015 compared to a benefit of $6 million for the prior year period.

AMERIPRISE FINANCIAL, INC.

Protection

Our Protection segment offers a variety of products to address the protection and risk management needs of our retail clients including life, DI and property casualty insurance. Life and DI products are primarily provided through our advisors. Our property casualty products are sold primarily through affinity relationships. We issue insurance policies through our life insurance and property casualty subsidiaries. The primary sources of revenues for this segment are premiums, fees and charges 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 VUL 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 VIT Funds under the VUL 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.

The following table presents the results of operations of our Protection segment on an operating basis:



	Three Months Ended March 31,
	2015		2014		Change
	(in millions)
Revenues
Management and financial advice fees	$	15	$	15	$	—		—	%
Distribution fees	23		23		—			—
Net investment income	114		108		6			6
Premiums	335		308		27			9
Other revenues	103		101		2			2
Total revenues	590		555		35			6
Banking and deposit interest expense	—		—		—			—
Total net revenues	590		555		35			6
Expenses
Distribution expenses	13		14		(1		)	(7	)
Interest credited to fixed accounts	40		38		2			5
Benefits, claims, losses and settlement expenses	380		349		31			9
Amortization of deferred acquisition costs	36		28		8			29
Interest and debt expense	8		7		1			14
General and administrative expense	62		60		2			3
Total expenses	539		496		43			9
Operating earnings	$	51	$	59	$	(8	)	(14	)%

Our Protection segment pretax operating income, which excludes net realized gains or losses and the market impact on indexed universal life benefits (net of hedges and the related DAC amortization, unearned revenue amortization and the reinsurance accrual), decreased $8 million, or 14%, to $51 million for the three months ended March 31, 2015 compared to $59 million for the prior year period primarily due to a $32 million LTC reserve increase, partially offset by lower auto and home losses and a $7 million favorable impact from a change in the discount rate for disability insurance products.

During the quarter, we conducted a review of our LTC reserve for unpaid amounts on reported claims based on additional information we received from Genworth Financial, Inc., which reinsures 50% of our LTC business and administers all of our claims. Based on this information, along with a review of the discount rate, management’s best estimate for LTC claims reserves resulted in a net $32 million increase. The most significant drivers of the reserve increase were updates to the benefit utilization rates and claims termination rates, partially offset by a $15 million benefit from a higher discount rate. We are finalizing our review of LTC claims experience which is expected to be completed in the second quarter. We also increased the discount rate for our DI reserve for unpaid amounts on reported claims, which resulted in a $7 million reserve decrease. The current discount rates are based on the average interest rates earned on assets supporting the liability and were 6.25% and 5.0% for LTC and DI, respectively, at March 31, 2015.

Net Revenues

Net revenues, which exclude net realized gains or losses and the unearned revenue amortization and the reinsurance accrual offset to the market impact on indexed universal life benefits, increased $35 million, or 6%, to $590 million for the three months ended March 31, 2015 compared to $555 million for the prior year period primarily due to growth in auto and home premiums.

AMERIPRISE FINANCIAL, INC.

Premiums increased $27 million, or 9%, to $335 million for the three months ended March 31, 2015 compared to $308 million for the prior year period primarily due to growth in auto and home premiums driven by a 10% increase in auto and home policies in force compared to the prior year period.

Expenses

Total expenses, which exclude the market impact on indexed universal life benefits (net of hedges and the related DAC amortization), increased $43 million, or 9%, to $539 million for the three months ended March 31, 2015 compared to $496 million for the prior year period primarily due to higher benefits, claims, losses and settlement expenses.

Benefits, claims, losses and settlement expenses increased $31 million, or 9%, to $380 million for the three months ended March 31, 2015 compared to $349 million for the prior year period primarily due to a $32 million LTC reserve increase, partially offset by a $7 million favorable impact from a change in the discount rate for DI insurance products. Benefits, claims, losses and settlement expenses related to our auto and home business increased $3 million due to an increase in the provision for estimated losses reflecting the impact of growth in exposures from a 10% increase in policies in force and higher 2015 accident year loss ratio assumptions consistent with the fourth quarter 2014 accident year level, partially offset by a decrease in weather-related losses and a $30 million expense in the prior year period related to an increase to prior accident year loss reserves reflecting adverse development in the 2013 and prior accident years auto liability coverage. Weather-related losses were $12 million for the three months ended March 31, 2015 compared to $20 million for the prior year period.

Corporate & Other

Our Corporate & Other segment consists of net investment income or loss on corporate level assets, including excess capital held in our subsidiaries and other unallocated equity and other revenues as well as unallocated corporate expenses. The Corporate & Other segment also includes revenues and expenses of CIEs, which are excluded on an operating basis.

The following table presents the results of operations of our Corporate & Other segment on an operating basis:



	Three Months Ended March 31,
	2015			2014			Change
	(in millions)
Revenues
Distribution fees	$	—		$	1		$	(1	)	NM
Net investment income (loss)	(7		)	4			(11		)	NM
Other revenues	1			1			—			—	%
Total revenues	(6		)	6			(12		)	NM
Banking and deposit interest expense	—			—			—			—
Total net revenues	(6		)	6			(12		)	NM
Expenses
Interest and debt expense	5			4			1			25
General and administrative expense	51			57			(6		)	(11	)
Total expenses	56			61			(5		)	(8	)
Operating loss	$	(62	)	$	(55	)	$	(7	)	(13	)%
NM Not Meaningful.

Our Corporate & Other segment pretax operating loss excludes net realized gains or losses and the impact of consolidating CIEs. Our Corporate & Other segment pretax operating loss increased $7 million, or 13%, to $62 million for the three months ended March 31, 2015 compared to $55 million for the prior year period. Net investment income (loss) was a loss of $7 million for the three months ended March 31, 2015 compared to income of $4 million for the prior year period primarily due to the impact of interest allocation between subsidiaries. General and administrative expense decreased $6 million, or 11%, to $51 million for the three months ended March 31, 2015 compared to $57 million for the prior year period primarily due to lower marketing expenses and investment spending.

AMERIPRISE FINANCIAL, INC.

Market Risk

Our primary market risk exposures are interest rate, equity price, foreign currency exchange rate and credit risk. Equity price 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 fixed annuities, fixed insurance, brokerage client cash balances, face-amount certificate products and the fixed portion of our variable annuities and variable insurance contracts, the value of DAC and DSIC assets, the value of liabilities for guaranteed benefits associated with our variable annuities and the value of derivatives held to hedge these benefits.

Our earnings from fixed annuities, fixed insurance, and the fixed portion of variable annuities and variable insurance contracts are based upon the spread between rates earned on assets held and the rates at which interest is credited to accounts. We primarily invest in fixed rate securities to fund the rate credited to clients. We guarantee an interest rate to the holders of these products. Investment assets and client liabilities 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 interest rate environment, higher interest rates may be reflected in crediting rates to clients sooner than in rates earned on invested assets, which could result in a reduced spread between the two rates, reduced earned income and a negative impact on pretax income. However, the current low interest rate environment is resulting in interest rates below the level of some of our liability guaranteed minimum interest rates (“GMIRs”). Hence, a modest rise in interest rates would not necessarily result in changes to all the liability credited rates while projected asset purchases would capture the full increase in interest rates. This dynamic would result in widening spreads under a modestly rising rate scenario given the current relationship between the current level of interest rates and the underlying GMIRs on the business.

As a result of the low interest rate environment, our current reinvestment yields are generally lower than the current portfolio yield. We expect our portfolio income yields to continue to decline in future periods if interest rates remain low. The carrying value and weighted average yield of non-structured fixed maturity securities and commercial mortgage loans that may generate proceeds to reinvest through March 31, 2017 due to prepayment, maturity or call activity at the option of the issuer, excluding securities with a make-whole provision, were $3.6 billion and 3.7%, respectively, as of March 31, 2015. In addition, residential mortgage-backed securities, which are subject to prepayment risk as a result of the low interest rate environment, totaled $6.3 billion and had a weighted average yield of 2.9% as of March 31, 2015. While these amounts represent investments that could be subject to reinvestment risk, it is also possible that these investments will be used to fund liabilities or may not be prepaid and will remain invested at their current yields. In addition to the interest rate environment, the mix of benefit payments versus product sales as well as the timing and volumes associated with such mix may impact our investment yield. Furthermore, reinvestment activities and the associated investment yield may also be impacted by corporate strategies implemented at management’s discretion. The average yield for investment purchases during the three months ended March 31, 2015 was approximately 2.9%.

The reinvestment of proceeds from maturities, calls and prepayments at rates below the current portfolio yield, which may be below the level of some liability guaranteed minimum interest rates, will have a negative impact to future operating results. To mitigate the unfavorable impact that the low interest rate environment has on our spread income, we assess reinvestment risk in our investment portfolio and monitor this risk in accordance with our asset/liability management framework. In addition, we may reduce the crediting rates on our fixed products when warranted, subject to guaranteed minimums. In 2014, we set lower renewal interest rates for a portion of our fixed annuities that were above the guaranteed minimum interest rates, which helped relieve some of the spread compression caused by low rates.

AMERIPRISE FINANCIAL, INC.

The following table presents the account values of fixed annuities, fixed insurance, and the fixed portion of variable annuities and variable insurance contracts by range of guaranteed minimum crediting rates and the range of the difference between rates credited to policyholders and contractholders as of March 31, 2015 and the respective guaranteed minimums, as well as the percentage of account values subject to rate reset in the time period indicated. Rates are reset at our discretion, subject to guaranteed minimums.



	Account Values with Crediting Rates
	At Guaranteed Minimum			1-49 bps above Guaranteed Minimum			50-99 bps above Guaranteed Minimum			100-150 bps above Guaranteed Minimum			Greater Than 150 bps above Guaranteed Minimum			Total
Range of Guaranteed Minimum Crediting Rates	(in billions, except percentages)
Range of Guaranteed Minimum Crediting Rates
1% - 1.99%	$	2.2		$	1.0		$	0.4		$	0.2		$	0.1		$	3.9
2% - 2.99%	0.5			—			—			—			—			0.5
3% - 3.99%	9.2			—			—			—			—			9.2
4% - 5.00%	5.5			—			—			—			—			5.5
Total	$	17.4		$	1.0		$	0.4		$	0.2		$	0.1		$	19.1
Percentage of Account Values That Reset In:
Next 12 months ⁽¹⁾	100		%	88		%	34		%	46		%	74		%	97		%
> 12 months to 24 months ⁽²⁾	—			5			32			19			26			1
> 24 months ⁽²⁾	—			7			34			35			—			2
Total	100		%	100		%	100		%	100		%	100		%	100		%
⁽¹⁾ Includes contracts with annual discretionary crediting rate resets and contracts with twelve or less months until the crediting rate becomes discretionary on an annual basis. ⁽²⁾ Includes contracts with more than twelve months remaining until the crediting rate becomes an annual discretionary rate.

In addition to the fixed rate exposures noted above, RiverSource Life also has the following variable annuity guarantee benefits: guaranteed minimum withdrawal benefits (“GMWB”), guaranteed minimum accumulation benefits (“GMAB”), guaranteed minimum death benefits (“GMDB”) and guaranteed minimum income benefits (“GMIB”). Each of these guaranteed benefits guarantees payouts to the annuity holder under certain specific conditions regardless of the performance of the underlying invested assets.

The variable annuity guarantees continue to be managed by utilizing a hedging program which attempts to match the sensitivity of the assets with the sensitivity of the liabilities. This approach works with the premise that matched sensitivities will produce a highly effective hedging result. Our comprehensive hedging program focuses mainly on first order sensitivities of assets and liabilities: Equity Market Level (Delta), Interest Rate Level (Rho) and Volatility (Vega). Additionally, various second order sensitivities are managed. We use various index options across the term structure, interest rate swaps and swaptions, total return swaps and futures to manage the risk exposures. The exposures are measured and monitored daily, and adjustments to the hedge portfolio are made as necessary.

We have a macro hedge program to provide protection against the statutory tail scenario risk arising from variable annuity reserves on our statutory surplus and to cover some of the residual risks not covered by other hedging activities. We assess the residual risk under a range of scenarios in creating and executing the macro hedge program. As a means of economically hedging these risks, we use a combination of options and/or swaps. Certain of the macro hedge derivatives used contain settlement provisions linked to both equity returns and interest rates; the remaining are interest rate contracts or equity contracts. The macro hedge program could result in additional earnings volatility as changes in the value of the macro hedge derivatives, which are designed to reduce statutory capital volatility, may not be closely aligned to changes in the variable annuity guarantee embedded derivatives.

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 or a hypothetical 10% decline in equity prices. The interest rate risk test assumes a sudden 100 basis point parallel shift in the yield curve, with rates then staying at those levels for the next 12 months. The equity price risk test assumes a sudden 10% drop in equity prices, with equity prices then staying at those levels for the next 12 months. In estimating the values of variable annuity riders, equity indexed annuities, stock market certificates, indexed universal life insurance and the associated hedge assets, we assume no change in implied market volatility despite the 10% drop in equity prices.

AMERIPRISE FINANCIAL, INC.

The following tables present our estimate of the impact on pretax income from the above defined hypothetical market movements as of March 31, 2015:



	Equity Price Exposure to Pretax Income
Equity Price Decline 10%	Before Hedge Impact			Hedge Impact			Net Impact
	(in millions)
Asset-based management and distribution fees ⁽¹⁾	$	(258	)	$	3		$	(255	)
DAC and DSIC amortization ^{(2) (3)}	(99		)	—			(99		)
Variable annuity riders:
GMDB and GMIB ⁽³⁾	(104		)	—			(104		)
GMWB	(241		)	250			9
GMAB	(35		)	36			1
DAC and DSIC amortization ⁽⁴⁾	N/A			N/A			(1		)
Total variable annuity riders	(380		)	286			(95		)
Macro hedge program⁽⁵⁾	—			19			19
Equity indexed annuities	1			(1		)	—
Certificates	3			(3		)	—
Indexed universal life insurance	26			(24		)	2
Total	$	(707	)	$	280		$	(428	)



	Interest Rate Exposure to Pretax Income
Interest Rate Increase 100 Basis Points	Before Hedge Impact			Hedge Impact			Net Impact
	(in millions)
Asset-based management and distribution fees⁽¹⁾	$	(47	)	$	—		$	(47	)
Variable annuity riders:
GMDB and GMIB	—			—			—
GMWB	947			(1,039		)	(92		)
GMAB	30			(33		)	(3		)
DAC and DSIC amortization ⁽⁴⁾	N/A			N/A			16
Total variable annuity riders	977			(1,072		)	(79		)
Macro hedge program ⁽⁵⁾	—			13			13
Fixed annuities, fixed insurance and fixed portion of variable annuities and variable insurance products	39			—			39
Brokerage client cash balances	135			—			135
Certificates	3			—			3
Indexed universal life insurance	39			1			40
Total	$	1,146		$	(1,058	)	$	104
N/A Not Applicable. ⁽¹⁾ Excludes incentive income which is impacted by market and fund performance during the period and cannot be readily estimated. ⁽²⁾Market impact on DAC and DSIC amortization resulting from lower projected profits. ⁽³⁾ In estimating the impact on DAC and DSIC amortization resulting from lower projected profits, we have not changed our assumed equity asset growth rates. This is a significantly more conservative estimate than if we assumed management follows its mean reversion guideline and increased near-term rates to recover the drop in equity values over a five-year period. We make this same conservative assumption in estimating the impact from GMDB and GMIB riders. ⁽⁴⁾Market impact on DAC and DSIC amortization related to variable annuity riders is modeled net of hedge impact. ⁽⁵⁾The market impact of the macro hedge program is modeled net of any related impact to DAC and DSIC amortization.

The above results compare to an estimated negative net impact to pretax income of $435 million related to a 10% equity price decline and an estimated positive net impact to pretax income of $89 million related to a 100 basis point increase in interest rates as of December 31, 2014.

AMERIPRISE FINANCIAL, INC.

Net impacts shown in the above table from GMWB and GMAB riders result largely from differences between the liability valuation basis and the hedging basis. Liabilities are valued using fair value accounting principles, with risk margins incorporated in contractholder behavior assumptions and with discount rates increased to reflect a current market estimate of our risk of nonperformance specific to these liabilities. The nonperformance spread risk is not hedged.

Actual results could differ materially from those illustrated above as they are based on a number of estimates and assumptions. These include assuming that implied market volatility does not change when equity prices fall by 10%, that management does not increase assumed equity asset growth rates to anticipate recovery of the drop in equity values when valuing DAC, DSIC and GMDB and GMIB liability values and that the 100 basis point increase in interest rates is a parallel shift of the yield curve. Furthermore, we have not tried to anticipate changes in client preferences for different types of assets or other changes in client behavior, nor have we tried to anticipate actions management might take to increase revenues or reduce expenses in these scenarios.

The selection of a 100 basis point interest rate increase as well as a 10% equity price decline should not be construed as a prediction of future market events. Impacts of larger or smaller changes in interest rates or equity prices may not be proportional to those shown for a 100 basis point increase in interest rates or a 10% decline in equity prices.

Fair Value Measurements

We report certain assets and liabilities at fair value; specifically, separate account assets, derivatives, embedded derivatives, properties held by our consolidated property funds, and most investments and cash equivalents. Fair value assumes the exchange of assets or liabilities occurs in orderly transactions and is not the result of a forced liquidation or distressed sale. We include actual market prices, or observable inputs, in our fair value measurements to the extent available. Broker quotes are obtained when quotes from pricing services are not available. We validate prices obtained from third parties through a variety of means such as: price variance analysis, subsequent sales testing, stale price review, price comparison across pricing vendors and due diligence reviews of vendors. See Note 10 to the Consolidated Financial Statements for additional information on our fair value measurements.

Fair Value of Liabilities and Nonperformance Risk

Companies are required to measure the fair value of liabilities at the price that would be received to transfer the liability to a market participant (an exit price). Since there is not a market for the obligations of our variable annuity riders and indexed universal life insurance, we consider the assumptions participants in a hypothetical market would make to reflect an exit price. As a result, we adjust the valuation of variable annuity riders and indexed universal life insurance by updating certain contractholder assumptions, adding explicit margins to provide for profit, risk and expenses, and adjusting the rates used to discount expected cash flows to reflect a current market estimate of our nonperformance risk. The nonperformance risk adjustment is based on broker quotes for credit default swaps that are adjusted to estimate the risk of our life insurance company subsidiaries not fulfilling these liabilities. Consistent with general market conditions, this estimate resulted in a spread over the LIBOR swap curve as of March 31, 2015. As our estimate of this spread widens or tightens, the liability will decrease or increase. If this nonperformance credit spread moves to a zero spread over the LIBOR swap curve, the reduction to net income would be approximately $183 million, net of DAC, DSIC, unearned revenue amortization, the reinsurance accrual and income taxes (calculated at the statutory tax rate of 35%), based on March 31, 2015 credit spreads.

Liquidity and Capital Resources

Overview

We maintained substantial liquidity during the three months ended March 31, 2015. At March 31, 2015, we had $2.8 billion in cash and cash equivalents compared to $2.6 billion at December 31, 2014. We have additional liquidity available through an unsecured revolving credit facility for up to $500 million. Under the terms of the underlying credit agreement, we can increase this facility to $750 million upon satisfaction of certain approval requirements. Available borrowings under this facility are reduced by any outstanding letters of credit. At March 31, 2015, we had no outstanding borrowings under this credit facility and had $1 million of outstanding letters of credit. On May 1, 2015, we amended the underlying credit agreement for the facility to extend the expiration to May 2020. Our junior subordinated notes due 2066 and credit facility contain various administrative, reporting, legal and financial covenants. We were in compliance with all such covenants at March 31, 2015. We intend to use cash on hand to fund the repayment of $350 million of our senior notes due in November 2015.

We enter into short-term borrowings, which may include repurchase agreements and Federal Home Loan Bank (“FHLB”) advances, to reduce reinvestment risk from higher levels of expected annuity net cash flows. Short-term borrowings allow us to receive cash to reinvest in longer-duration assets, while paying back the short-term debt with cash flows generated by the fixed income portfolio. The balance of repurchase agreements at both March 31, 2015 and December 31, 2014 was $50 million, which is collateralized with agency residential mortgage backed securities and commercial mortgage backed securities from our investment portfolio. Our subsidiary, RiverSource Life Insurance Company (“RiverSource Life”), is a member of the FHLB of Des Moines, which provides access to collateralized borrowings. As of both March 31, 2015 and December 31, 2014, we had $150 million of borrowings from the

AMERIPRISE FINANCIAL, INC.

FHLB, which is collateralized with commercial mortgage backed securities. 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.

Dividends from Subsidiaries

Ameriprise Financial 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, our face-amount certificate subsidiary, Ameriprise Certificate Company (“ACC”), AMPF Holding Corporation, which is the parent company of our retail introducing broker-dealer subsidiary, Ameriprise Financial Services, Inc. (“AFSI”) and 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, our transfer agent subsidiary, Columbia Management Investment Services Corp., our investment advisory company, Columbia Management Investment Advisers, LLC, and Threadneedle. 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 Capital Requirements
	March 31, 2015		December 31, 2014		March 31, 2015		December 31, 2014
	(in millions)
RiverSource Life⁽¹⁾⁽²⁾	$	3,738	$	3,614	N/A		$	595
RiverSource Life of NY⁽¹⁾⁽²⁾	331		312		N/A		59
IDS Property Casualty⁽¹⁾⁽³⁾	737		560		$	205	200
Ameriprise Insurance Company⁽¹⁾⁽³⁾	45		45		2		2
ACC⁽⁴⁾⁽⁵⁾	249		248		230		226
Threadneedle⁽⁶⁾	350		221		190		199
Ameriprise National Trust Bank⁽⁷⁾	38		21		10		10
AFSI⁽³⁾⁽⁴⁾	102		93		#		#
Ameriprise Captive Insurance Company⁽³⁾	63		61		14		10
Ameriprise Trust Company⁽³⁾	27		26		25		24
AEIS⁽³⁾⁽⁴⁾	123		117		20		49
RiverSource Distributors, Inc.⁽³⁾⁽⁴⁾	14		13		#		#
Columbia Management Investment Distributors, Inc.⁽³⁾⁽⁴⁾	18		18		#		#
N/A Not applicable. # Amounts are less than $1 million.


⁽¹⁾	Actual capital is determined on a statutory basis.


⁽²⁾	Regulatory capital requirement is based on the statutory risk-based capital filing.


⁽³⁾	Regulatory capital requirement is based on the applicable regulatory requirement, calculated as of March 31, 2015 and December 31, 2014.


⁽⁴⁾	Actual capital is determined on an adjusted GAAP basis.


⁽⁵⁾	ACC is required to hold capital in compliance with the Minnesota Department of Commerce and SEC capital requirements.


⁽⁶⁾	Actual capital and regulatory capital requirements are determined in accordance with U.K. regulatory legislation. The regulatory capital requirements at March 31, 2015 represent calculations at December 31, 2014 of the rule based requirements, as specified by FCA regulations.


⁽⁷⁾	Ameriprise National Trust Bank is required to maintain capital in compliance with the Office of the Comptroller of the Currency regulations and policies.

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.

During the three months ended March 31, 2015, the parent holding company received cash dividends or a return of capital from its subsidiaries of $416 million (including $225 million from RiverSource Life) and contributed cash to its subsidiaries of $195 million (including $175 million to IDS Property Casualty). During the three months ended March 31, 2014, the parent holding company received cash dividends or a return of capital from its subsidiaries of $350 million (including $150 million from RiverSource Life) and contributed cash to its subsidiaries of $3 million.

AMERIPRISE FINANCIAL, INC.

Dividends Paid to Shareholders and Share Repurchases

We paid regular quarterly dividends to our shareholders totaling $110 million and $103 million for the three months ended March 31, 2015 and 2014, respectively. On April 22, 2015, we announced a quarterly dividend of $0.67 per common share. The dividend will be paid on May 15, 2015 to our shareholders of record at the close of business on May 4, 2015.

In April 2014, our Board of Directors authorized an expenditure of up to $2.5 billion for the repurchase of shares of our common stock through April 28, 2016. As of March 31, 2015, the Company had $1.4 billion remaining under its share repurchase authorization. We intend to fund share repurchases through existing working capital, future earnings and other customary financing methods. The share repurchase programs do 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 programs may be made in the open market, through privately negotiated transactions or block trades or other means. During the three months ended March 31, 2015, we repurchased a total of 2.6 million shares of our common stock at an average price of $131.93 per share.

Cash Flows

Cash flows of CIEs are reflected in our cash flows provided by (used in) operating activities, investing activities and financing activities. Cash held by CIEs is not available for general use by Ameriprise Financial, nor is Ameriprise Financial cash available for general use by its CIEs. As such, the operating, investing and financing cash flows of the CIEs have no impact to the change in cash and cash equivalents.

Operating Activities

Net cash provided by operating activities increased $479 million to $913 million for the three months ended March 31, 2015 compared to $434 million for the prior year period primarily due to an increase in cash flows related to changes in amounts due to brokers, changes in cash held by CIEs and changes in other assets, as well as an increase in fee revenue partially offset by related expenses.

Investing Activities

Our investing activities primarily relate to our Available-for-Sale investment portfolio. Further, this activity is significantly affected by the net flows of our investment certificate, fixed annuity and universal life products reflected in financing activities.

Net cash provided by investing activities was $182 million for the three months ended March 31, 2015 compared to net cash used in investing activities of $145 million for the prior year period primarily reflecting a $339 million decrease in purchases of investments by consolidated investment entities.

Financing Activities

Net cash used in financing activities increased $384 million to $905 million for the three months ended March 31, 2015 compared to $521 million for the prior year period. Cash outflows from policyholder account balances increased $151 million compared to the prior year period primarily due to higher surrenders and other benefits reflecting higher lapse rates. Cash inflows related to changes in debt of CIEs decreased $386 million compared to the prior year period due to $279 million in lower borrowings and $107 million in higher repayments of debt. Net cash outflows from changes in short-term borrowings was nil in the first quarter of 2015 compared to $200 million for the prior year period as we reduced our borrowings from the FHLB during the three months ended March 31, 2014.

Contractual Commitments

There have been no material changes to our contractual obligations disclosed in our 2014 10-K.

Off-Balance Sheet Arrangements

We provide asset management services to investment entities which are considered to be VIEs, such as CLOs, hedge funds, property funds and private equity funds, which are sponsored by us. We consolidate certain CLOs and property funds. We have determined that consolidation is not required for hedge funds and private equity funds which are sponsored by us. Our maximum exposure to loss with respect to our investment in these non-consolidated entities is limited to our carrying value. We have no obligation to provide further financial or other support to these investment entities nor have we provided any support to these investment entities. See Note 3 to our Consolidated Financial Statements for additional information on our arrangements with these investment entities.

AMERIPRISE FINANCIAL, INC.

Forward-Looking Statements

This report contains forward-looking statements that reflect management’s plans, estimates and beliefs. Actual results could differ materially from those described in these forward-looking statements. Examples of such forward-looking statements include:

•

statements of the Company’s plans, intentions, positioning, expectations, objectives or goals, including those relating to asset flows, mass affluent and affluent client acquisition strategy, client retention and growth of our client base, financial advisor productivity, retention, recruiting and enrollments, the introduction, cessation, terms or pricing of new or existing products and services, acquisition integration, benefits and claims expenses, general and administrative costs, consolidated tax rate, return of capital to shareholders, debt repayment and excess capital position and financial flexibility to capture additional growth opportunities;


•	other 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,” “forecast,” “on pace,” “project” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from such statements.

Such factors include, but are not limited to:


•	conditions in the interest rate, credit default, equity market and foreign exchange environments, including changes in valuations, liquidity and volatility;

•

changes in and the adoption of relevant accounting standards and securities rating agency standards and processes, as well as 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, including the rules and regulations implemented or to be implemented in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or in light of the U.S. Department of Labor pending rule and exemptions pertaining to the fiduciary status of investment advice providers to 401(k) plan, plan sponsors, plan participants and the holders of individual retirement or health savings accounts;


•	investment management performance and distribution partner and consumer acceptance of the Company’s products;


•	effects of competition in the financial services industry, including pricing pressure, the introduction of new products and services and changes in product distribution mix and distribution channels;


•	changes to the Company’s reputation that may arise from employee or advisor misconduct, legal or regulatory actions, perceptions of the financial services industry generally, improper management of conflicts of interest or otherwise;

•

the Company’s capital structure, including indebtedness, limitations on subsidiaries to pay dividends, and the extent, manner, terms and timing of any share or debt repurchases management may effect as well as the opinions of rating agencies and other analysts and the reactions of market participants or the Company’s regulators, advisors, distribution partners or customers in response to any change or prospect of change in any such opinion;


•	changes to the availability and cost of liquidity and the Company’s credit capacity that may arise due to shifts in market conditions, the Company’s credit ratings and the overall availability of credit;

•

risks of default, capacity constraint or repricing by issuers or guarantors of investments the Company owns or by counterparties to hedge, derivative, insurance or reinsurance arrangements or by manufacturers of products the Company distributes, experience deviations from the Company’s assumptions regarding such risks, the evaluations or the prospect of changes in evaluations of any such third parties published by rating agencies or other analysts, and the reactions of other market participants or the Company’s regulators, advisors, distribution partners or customers in response to any such evaluation or prospect of changes in evaluation;

•

experience deviations from the Company’s assumptions regarding morbidity, mortality and persistency in certain annuity and insurance products, or from assumptions regarding market returns assumed in valuing or unlocking DAC and DSIC or market volatility underlying the Company’s valuation and hedging of guaranteed benefit annuity riders, or from assumptions regarding interest rates assumed in the Company's loss recognition testing of its long term care business, or from assumptions regarding anticipated claims and losses relating to the Company’s automobile and home insurance products;


•	changes in capital requirements that may be indicated, required or advised by regulators or rating agencies;


•	the impacts of the Company’s efforts to improve distribution economics and to grow third-party distribution of its products;


•	the ability to pursue and complete strategic transactions and initiatives, including acquisitions, divestitures, restructurings, joint ventures and the development of new products and services;


•	the ability to realize the financial, operating and business fundamental benefits of strategic transactions and initiatives the Company has completed, is pursuing or may pursue in the future, which may be impacted by the ability to obtain regulatory

AMERIPRISE FINANCIAL, INC.

approvals, the ability to effectively manage related expenses and by market, business partner and consumer reactions to such strategic transactions and initiatives;


•	the ability and timing to realize savings and other benefits from re-engineering and tax planning;


•	interruptions or other failures in the Company’s communications, technology and other operating systems, including errors or failures caused by third party service providers, interference or failures caused by third party attacks on the Company’s systems, or the failure to safeguard the privacy or confidentiality of sensitive information and data on such systems; and

•

general economic and political factors, including consumer confidence in the economy and the financial industry, the ability and inclination of consumers generally to invest as well as their ability and inclination to invest in financial instruments and products other than cash and cash equivalents, the costs of products and services the Company consumes in the conduct of its business, and applicable legislation and regulation and changes therein, including tax laws, tax treaties, fiscal and central government treasury policy, and policies regarding the financial services industry and publicly-held firms, and regulatory rulings and pronouncements.

Management cautions the reader that the foregoing list of factors is not exhaustive. There may also be other risks that management is 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. Management undertakes no obligation to update publicly or revise any forward-looking statements. The foregoing list of factors should be read in conjunction with the “Risk Factors” discussion included in Part I, Item 1A of our 2014 10-K and Part II, Item 1A of this Form 10-Q.

Ameriprise Financial announces financial and other information to investors through the Company’s investor relations website at ir.ameriprise.com, as well as SEC filings, press releases, public conference calls and webcasts. Investors and others interested in the company are encouraged to visit the investor relations website from time to time, as information is updated and new information is posted. The website also allows users to sign up for automatic notifications in the event new materials are posted. The information found on the website is not incorporated by reference into this report or in any other report or document the Company furnishes or files with the SEC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk” in this report is incorporated herein by reference. These disclosures should be read in conjunction with the “Quantitative and Qualitative Disclosures About Market Risk” discussion included as Part II, Item 7A of our 2014 10-K filed with the SEC on February 24, 2015.

ITEM 4. 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 in 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, under the supervision and 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 March 31, 2015.

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 fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

AMERIPRISE FINANCIAL, INC.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 15 to the Consolidated Financial Statements in Part I, Item 1 is incorporated herein by reference.

ITEM 1A. RISK FACTORS

We are including the following revised risk factor, which should be read in conjunction with our description of risk factors provided in Part I, Item 1A of our 2014 10-K:

Our businesses are regulated heavily, and changes to the laws and regulations applicable to our businesses may have an adverse effect on our operations, reputation and financial condition.

Virtually all aspects of our business, including the activities of our parent company and our various subsidiaries, are subject to various federal, state and international laws and regulations. For a discussion of the regulatory framework in which we operate, see Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2014 - “Business - Regulation.” Compliance with these applicable laws and regulations is time-consuming and personnel-intensive, and we have invested and will continue to invest substantial resources to ensure compliance by our parent company and our subsidiaries, directors, officers, employees, registered representatives and agents. Any enforcement actions, investigations or other proceedings brought against us or our subsidiaries, directors, employees or advisors by our regulators may result in fines, injunctions or other disciplinary actions that could harm our reputation or impact our results of operations. Further, any changes to the laws and regulations applicable to our businesses, as well as changes to the interpretation and enforcement of such laws and regulations, may affect our operations and financial condition. Such changes may impact our operations and profitability and the practices of our advisors, including with respect to the scope of products and services provided, the manner in which products and services are marketed and sold and the incurrence of additional costs of doing business. Ongoing changes to regulation and oversight of the financial industry may produce results, the full impact of which cannot be immediately ascertained. In addition, we expect the worldwide demographic trend of population aging will cause policymakers to continue to focus on the framework of U.S. and non-U.S. retirement systems, which may drive additional changes regarding the manner in which individuals plan for and fund their retirement, the extent of government involvement in retirement savings and funding, the regulation of retirement products and services and the oversight of industry participants. For example, we continue to see enhanced legislative and regulatory interest regarding retirement investing, and we will continue to closely review and monitor any legislative or regulatory proposals and changes. Any incremental requirements, costs and risks imposed on us in connection with such current or future legislative or regulatory changes may constrain our ability to market our products and services to potential customers, and could negatively impact our profitability and make it more difficult for us to pursue our growth strategy.

Certain examples of legislative and regulatory changes that may impact our businesses are described below. Some of the changes resulting from rules and regulations called for under the Dodd-Frank Act could present operational challenges and increase costs. For example, in the area of derivatives, higher margin and capital requirements, coupled with more restrictive collateral rules, could impact our ability to effectively manage and hedge risk. Ultimately these complexities and increased costs could have an impact on our ability to offer cost-effective and innovative insurance products to our clients.

As a result of our deregistration as a savings and loan holding company, we are no longer subject to regulation, supervision and examination as such by the Board of Governors for the FRB. However, the Dodd-Frank Act authorizes the Financial Stability Oversight Committee (“FSOC”) to designate certain non-bank institutions as systemically important financial institutions subject to regulation as such by the FRB. In the event we are so designated in the future, we would again be subject to enhanced supervision and prudential standards, including requirements related to risk-based capital, leverage, liquidity, credit exposure, stress-testing, resolution plans, early remediation, and certain risk management requirements. Any such designation could cause us to alter our business practices or otherwise adversely impact our results of operation.

In September 2013, at the FSOC’s request, the OFR issued a report entitled “Asset Management and Financial Stability” discussing whether the asset-management industry of selected firms should be subject to enhanced prudential standards and functional supervision. Although the report remains under significant scrutiny, the scope of the FSOC’s focus on the asset management industry continues to evolve, and our asset management businesses are currently under the illustrative assets under management thresholds mentioned in the report as possible triggers for increased supervision, potential impacts on our asset management businesses could include additional reporting requirements, redemption restrictions, imposition of standardized risk management practices, imposition of securities lending and cash collateral reinvestment practices, personnel compensation restrictions, and consolidated supervision of asset managers and their parent companies, any of which could adversely affect our results of operations.

AMERIPRISE FINANCIAL, INC.

Any mandated reductions or restructuring of the fees we charge for our products and services resulting from regulatory initiatives or proceedings could reduce our revenues and earnings. In the years ended December 31, 2014, 2013, and 2012, we earned $1.9 billion, $1.8 billion and $1.6 billion, respectively, in distribution fees. Our own Columbia Management family of mutual funds paid a significant portion of these revenues to us in accordance with plans and agreements of distribution adopted under Rule 12b-1 promulgated under the Investment Company Act. We believe that these fees are a critical element in the distribution of our own mutual funds. The SEC has in the past and could again propose measures that would establish a new framework to repeal Rule 12b-1. Any industry-wide reduction or restructuring of Rule 12b-1 fees, or other servicing 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 a material adverse effect on our revenues and earnings.

On April 20, 2015, the Department of Labor proposed regulations seeking to change the definition of who is an investment advice fiduciary under ERISA and how such advice can be provided to account holders in 401(k) plans and IRAs. Qualified accounts, specifically IRAs, make up a significant portion of our assets under management and administration. We are currently reviewing and analyzing the potential impact of the proposed regulations on our clients and prospective clients who save through retirement accounts, as well as the potential impact on our business. These regulations focus on conflicts of interest related to investment recommendations made by financial advisors to clients holding qualified accounts and also on how financial advisors are able to discuss IRA rollovers. These proposed regulations are subject to a 75-day public comment period ending on July 6, 2015. The Department of Labor has announced that there will be a public hearing within 30 days after the end of the public comment period and that the comment period will be reopened after the hearing. We cannot predict whether or when the regulations may be finalized, or how any final regulations may differ from the proposed regulation. If final regulations were to be issued with provisions substantially similar to the proposed regulations, they could impact how we receive fees, how we compensate our advisors, how we are able to retain advisors, and how we design our investments and services for qualified accounts, any of which could negatively impact our results of operations.

Our insurance companies are subject to state regulation and must comply with statutory reserve and capital requirements. State regulators, as well as the NAIC, continually review and update these requirements and other requirements relating to the business operations of insurance companies, including their underwriting and sales practices and their use of affiliated captive insurers. Changes in these requirements that are made for the benefit of the consumer sometimes lead to additional expense for the insurer and, thus, could have a material adverse effect on our financial condition and results of operations. In December 2012, the NAIC adopted a new reserve valuation manual that applies principles-based reserve standards to life insurance products. The valuation manual becomes the effective reserve valuation method when adopted by 42 jurisdictions that account for at least 75% of U.S. insurance premiums combined. To date, 29 states have adopted the valuation manual. The requirement for principles-based life insurance reserves may result in statutory reserves being more sensitive to changes in interest rates, policyholder behavior and other market factors. It is not possible at this time to estimate the potential impact of future changes in statutory reserve and capital requirements on our insurance businesses. Further, we cannot predict the effect that proposed federal legislation, such as the option of federally chartered insurers or a mandated federal systemic risk regulator, or future initiatives of the FIO within the Department of the Treasury, may have on our insurance businesses or competitors. For additional discussion on the role and activities of the FIO, see the information provided under the heading “Regulation - Insurance Regulation” contained in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2014.

AMERIPRISE FINANCIAL, INC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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 first quarter of 2015:



	(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⁾
January 1 to January 31, 2015
Share repurchase program ⁽¹⁾	732,994	$	127.19	732,994	$	1,684,376,352
Employee transactions ⁽²⁾	44,252	$	129.47	N/A	N/A

February 1 to February 28, 2015
Share repurchase program ⁽¹⁾	726,921	$	134.75	726,921	$	1,586,420,573
Employee transactions ⁽²⁾	527,881	$	134.73	N/A	N/A

March 1 to March 31, 2015
Share repurchase program ⁽¹⁾	1,186,254	$	133.13	1,186,254	$	1,428,491,988
Employee transactions ⁽²⁾	124,168	$	134.84	N/A	N/A

Totals
Share repurchase program ⁽¹⁾	2,646,169	$	131.93	2,646,169
Employee transactions ⁽²⁾	696,301	$	134.41	N/A
	3,342,470			2,646,169

N/A Not applicable.

(1) On April 28, 2014, we announced that our board of directors authorized us to repurchase up to $2.5 billion worth of our common stock through April 28, 2016. 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 privately negotiated transactions or block trades or other means.

(2) Includes restricted shares withheld pursuant to the terms of awards under the Company’s share-based compensation plans to offset tax withholding obligations that occur upon vesting and release of restricted shares. The value of the restricted shares withheld is the closing price of common stock of Ameriprise Financial, Inc. on the date the relevant transaction occurs. Also includes shares withheld pursuant to the net settlement of Non-Qualified Stock Option (“NQSO”) exercises to offset tax withholding obligations that occur upon exercise and to cover the strike price of the NQSO. The value of the shares withheld pursuant to the net settlement of NQSO exercises is the closing price of common stock of Ameriprise Financial, Inc. on the day prior to the date the relevant transaction occurs.

AMERIPRISE FINANCIAL, INC.

ITEM 5. OTHER INFORMATION

Entry into a Material Definitive Agreement.

On May 1, 2015, the Company entered into a second amended and restated credit agreement with the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Credit Suisse AG, Cayman Islands Branch, HSBC Bank USA, National Association, Citibank, N.A., and JPMorgan Chase Bank, N.A., as Co-Documentation Agents (the “Restated Credit Agreement”). Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith, Incorporated served as Joint Lead Arrangers and Joint Bookrunners. The Restated Credit Agreement amends, restates and supersedes that certain credit agreement entered into by the Company on September 30, 2013.

The Restated Credit Agreement provides for an unsecured revolving credit facility with an aggregate principal commitment amount at any time outstanding of up to $500 million. The Company may increase the aggregate principal commitment amount to up to $750 million upon the satisfaction of certain approval requirements. Extensions of credit under the facility may be applied by the Company for working capital or any other general corporate purposes and may be made in the form of revolving loans, swing line loans and bid loans, as well as letters of credit. Subject to the terms set forth in the Restated Credit Agreement, the Company may borrow, prepay and re-borrow amounts under the facility at any time prior to the termination of the facility.

Interest rates owed by the Company in connection with extensions of credit pursuant to the Restated Credit Agreement are determined by reference to an identified market rate, plus an applicable margin that fluctuates based on the then current rating of the Company’s senior unsecured long-term debt. The Company will also pay, on a quarterly basis, a facility fee on the aggregate amount of commitments by lenders under the facility, whether used or unused.

The Restated Credit Agreement contains customary representations and warranties, covenants and events of default. The covenants set forth in the Restated Credit Agreement include certain affirmative and negative operational and financial covenants including, without limitation, restrictions on the Company’s ability to incur certain liens, make fundamental changes to its business and enter into transactions with affiliates. The financial covenants require the Company to maintain a consolidated net worth at all times equal to at least $5.328 billion and to not permit the Company’s consolidated leverage ratio to exceed 40 percent. In addition, the Restated Credit Agreement provides for certain events of default, the occurrence of which could result in the acceleration of the Company’s obligations under the facility and the termination of the lenders’ obligation to extend credit pursuant to the Restated Credit Agreement.

The lending commitments under the facility are scheduled to expire on May 1, 2020, at which time the Company will be required to pay in full all obligations then outstanding.

This description of the Restated Credit Agreement is qualified in its entirety by reference to the full text of the Restated Credit Agreement, a complete copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated by reference in response to this Item 5.

In the ordinary course of business, the Company and its affiliates have engaged, and may in the future engage, certain parties to the Restated Credit Agreement or the affiliates of such parties to provide commercial banking, investment banking, product distribution and other services for which the Company or its affiliates pay customary fees and commissions.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under this Item 5 is incorporated herein by reference.

ITEM 6. EXHIBITS

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

AMERIPRISE FINANCIAL, INC.

SIGNATURES

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



			AMERIPRISE FINANCIAL, INC.
			(Registrant)


Date:	May 4, 2015	By	/s/ Walter S. Berman
			Walter S. Berman
			Executive Vice President and
			Chief Financial Officer

Date:	May 4, 2015	By	/s/ David K. Stewart
			David K. Stewart
			Senior Vice President and Controller
			(Principal Accounting Officer)

AMERIPRISE FINANCIAL, INC.

EXHIBIT INDEX

Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed certain agreements as exhibits to this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q. 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.

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 May 1, 2014).


3.2	Amended and Restated Bylaws of Ameriprise Financial, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, File No. 1-32525, filed on May 1, 2014).


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).

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*	Second Amended and Restated Credit Agreement, dated as of May 1, 2015, among Ameriprise Financial, Inc., the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Credit Suisse AG, Cayman Islands Branch, HSBC Bank USA, National Association, Citibank, N.A., and JPMorgan Chase Bank, N.A., as Co-Documentation Agents.


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.

101*

The following materials from Ameriprise Financial, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, formatted in XBRL: (i) Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014; (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014; (iii) Consolidated Balance Sheets at March 31, 2015 and December 31, 2014; (iv) Consolidated Statements of Equity for the three months ended March 31, 2015 and 2014; (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014; and (vi) Notes to the Consolidated Financial Statements.

E-1