Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) designed to provide reasonable assurance that the information required to be reported in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in and pursuant to U.S. Securities and Exchange Commission (“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
150
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 December 31, 2021.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter of the year to which this report relates that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
The Company’s internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America, and includes those policies and procedures that:
• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
On November 8, 2021, the Company completed its acquisition of the BMO Global Asset Management (EMEA) business. Consistent with guidance issued by the Securities and Exchange Commission staff that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded the BMO Global Asset Management (EMEA) business from its assessment of the effectiveness of the Company’s internal control over financial reporting. Total assets and net revenues of $789 million and $60 million excluded from management’s assessment constitute less than 1% of the Company’s consolidated total assets as of December 31, 2021 and less than 1% of consolidated net revenues for the fiscal year ended December 31, 2021. Management’s basis for exclusion included the size and complexity of the acquired business, the timing between acquisition and fiscal year end, and expected integration plans during the fiscal year ending December 31, 2022.
The Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this assessment, the Company’s management used the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on management’s assessment and those criteria, we conclude that, as of December 31, 2021, the Company’s internal control over financial reporting is effective.
PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III.
Item 10. Directors, Executive Officers and Corporate Governance
The following portions of the Proxy Statement are incorporated herein by reference:
• information included under the caption “Corporate Governance-Item 1-Election of the Eight Director Nominees”;
• information included under the caption “Voting Information-Requirements, Including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business by Shareholders”;
• information under the caption “Corporate Governance-Corporate Governance Documents and Policies-Codes of Conduct”;
• information under the caption “Corporate Governance-Item 1-Election of the Eight Director Nominees-Board Composition”;
• information included under the caption “Corporate Governance-Committees of the Board-Membership on Board Committees”;
• information included under the caption “Corporate Governance-Committees of the Board-Audit and Risk Committee”;
• information included under the caption “Corporate Governance-Committees of the Board-Audit and Risk Committee-Audit and Risk Committee Financial Experts”; and
• information under the caption “Delinquent Section 16(a) Reports”, if applicable.
EXECUTIVE LEADERSHIP TEAM
Set forth below is a list of the members of our Executive Leadership Team as of the date this Annual Report on Form 10-K has been filed with the SEC. Also included in this list is John R. Hutt, our principal accounting officer. Each such person’s age is indicated by the number in parentheses next to his or her name.
Each individual with an asterisk next to his or her name has been designated as an “executive officer” for purposes of the Exchange Act. None of the below individuals have any family relationship with any other member of the Executive Leadership Team or our principal accounting officer, and none of such individuals became a member of the Executive Leadership Team pursuant to any arrangement or understanding with any other person. Each executive officer has been elected to serve until the next annual election of officers or until his or her successor is elected and qualified.
*James M. Cracchiolo-Chairman and Chief Executive Officer, Ameriprise Financial
Mr. Cracchiolo (63) has been our Chairman and Chief Executive Officer since September 2005 when the Company completed its spinoff from American Express. Prior to his current role, Mr. Cracchiolo held a number of senior-level positions at American Express, including group president of American Express Global Financial Services (2000 - 2005); CEO and president of American Express Financial Corporation (AEFC) (2000 - 2005) and chairman of AEFC (2001 - 2005); chairman of American Express Bank Ltd. (2000 - 2005); president and CEO of Travel Related Services International (TRS) (1998 - 2003); president of Global Network Services (1997 -1998); senior vice president of TRS Quality, Global Reengineering (1993 - 1997); and executive vice president and chief financial officer of Shearson Lehman Brothers (then a unit of American Express) (1990 -1993). In addition, Mr. Cracchiolo previously served on the boards of directors of the American Council of Life Insurers, the Financial Services Roundtable and on the board of advisors to the March of Dimes Foundation.
*Walter S. Berman-Executive Vice President and Chief Financial Officer
Mr. Berman (79) has been our Executive Vice President and Chief Financial Officer since September 2005. Prior to that, Mr. Berman served as Executive Vice President and Chief Financial Officer of AEFC, a position he held since January 2003. From April 2001 to January 2004, Mr. Berman served as Corporate Treasurer of American Express.
Kelli A. Hunter Petruzillo-Executive Vice President of Human Resources
Ms. Hunter Petruzillo (60) has been our Executive Vice President of Human Resources since September 2005. Prior to that, Ms. Hunter Petruzillo served as Executive Vice President of Human Resources of AEFC since joining our company in June 2005. Prior to joining AEFC, Ms. Hunter Petruzillo was Senior Vice President-Global Human Capital for Crown Castle International Corporation in Houston, Texas. Prior to that, she held a variety of senior level positions in human resources for Software Spectrum, Inc., Mary Kay, Inc., as well as Morgan Stanley Inc. and Bankers Trust New York Corporation.
*John R. Hutt-Senior Vice President-Corporate Finance, Controller (Principal Accounting Officer)
Mr. Hutt (47) has been our Controller since June 2019 and Senior Vice President - Corporate Finance since August 2016. Prior to joining Ameriprise in 2006, Mr. Hutt held roles at KPMG LLP and RBC Capital Markets. He has a Bachelor of Science degree in Accounting from the University of Minnesota and an MBA from the University of Notre Dame. He holds Certified Public Accountant (CPA) - inactive and Chartered Financial Analyst (CFA) designations.
Deirdre D. McGraw-Executive Vice President-Marketing, Corporate Communications and Community Relations
Ms. McGraw (51) has been our Executive Vice President-Marketing, Corporate Communications and Community Relations since May 2014. Previously, Ms. McGraw served as Executive Vice President, Corporate Communications and Community Relations since February 2010. Prior to that, Ms. McGraw served as Senior Vice President-Corporate Communications and Community Relations since February 2007 and as Vice President-Corporate Communications since May 2006. Prior thereto, Ms. McGraw served as Vice President-Business Planning and Communications for the Group President, Global Financial Services at American Express.
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*Gerard Smyth-Executive Vice President and Chief Information Officer
In August 2020, Mr. Smyth (60) became Chief Information Officer. Prior to that date, Mr. Smyth served as Executive Vice President-Technology for Ameriprise’s AWM Business since August 2013. Prior to joining Ameriprise in 2002, he held senior delivery and architectural roles with American Express, the Australian Stock Exchange and Qantas Airways. He has a bachelor’s degree in electronics engineering from Imperial College London and an MBA from the University of Sydney.
*Karen Wilson Thissen-Executive Vice President and General Counsel
Ms. Wilson Thissen (55) has been our Executive Vice President and General Counsel since January 2017. Prior to that, Ms. Wilson Thissen served as our Executive Vice President and Deputy General Counsel since January 2014 and in other positions within the Company since November 2004. Before joining the Company, Ms. Wilson Thissen was a partner at the law firm Faegre & Benson LLP (now Faegre Drinker Biddle & Reath).
Patrick H. O’Connell-Executive Vice President, Ameriprise Advisor Group
Mr. O'Connell (52) has been our Executive Vice President of the Ameriprise Advisor Group since February 2013. Prior to that, he was Senior Vice President for the employee advisor business in the eastern half of the United States and in other senior leadership positions within the company before that. Mr. O'Connell earned his M.B.A. and B.S. from Widener University.
*Joseph E. Sweeney-President-Advice & Wealth Management, Products and Service Delivery
Mr. Sweeney (60) has been our President-Advice & Wealth Management, Products and Service Delivery since June 2012. Prior to that time, Mr. Sweeney served as President-Advice & Wealth Management, Products and Services since May 2009 and as President-Financial Planning, Products and Services since 2005. Prior to that, Mr. Sweeney served as Senior Vice President and General Manager of Banking, Brokerage and Managed Products of AEFC since April 2002. Prior thereto, he served as Senior Vice President and Head, Business Transformation, Global Financial Services of American Express from March 2001 until April 2002. Mr. Sweeney is on the board of directors of the Securities Industry and Financial Markets Association and the American Securities Association.
Bill Williams-Executive Vice President, Ameriprise Franchise Group
Bill Williams (54) has been our Executive Vice President, Ameriprise Franchise Group since February 2013. Mr. Williams joined Ameriprise in 1989 as an advisor. Mr. Williams has held a number of management roles within Ameriprise before assuming his current position. Mr. Williams is a graduate of Bentley University with a B.A. in Finance.
*Gumer Alvero-President-Insurance & Annuities
Mr. Alvero (54) has been our President - Insurance and Annuities since February 2022. Mr. Alvero previously served as Executive Vice President and General Manager -Insurance and Annuities from April 2021 to February 2022 and Executive Vice President and General Manager - Annuities from April 2010 to April 2021. Mr. Alvero joined Ameriprise in 1989. He earned a bachelor of science in business from the University of Minnesota.
Scott E. Couto-Head of North America
Mr. Couto (52) has been our Head of North America for Columbia Threadneedle Investments since February 2018. He was previously President of Fidelity Institutional Asset Management and held executive positions across distribution, product and marketing at Fidelity Investments. Mr. Couto joined Fidelity in 2009 from Evergreen Investments. Prior to that, he was with Liberty Funds, a predecessor fund family of Columbia. Mr. Couto received a degree in finance and investments from Babson College and holds the Chartered Financial Analyst (CFA) designation.
* William Davies-Executive Vice President and Global Chief Investment Officer
Mr. Davies (58) has been our Executive Vice President and Global Chief Investment Officer since February 2022. Mr. Davies previously served as Global Head of Equities from July 2017 until January 2022. Mr. Davies joined Threadneedle Asset Management Limited at its inception in 1994 and previously held roles as head of EMEA equities, head of global equities and head of European equities. He has been a member of the investment community since 1985 and earned a B.A. in economics from Exeter University.
Nick Ring-Chief Executive Officer, EMEA
Mr. Ring (56) has been our Chief Executive Officer, EMEA since September 2019. He was previously the Global Head of Distribution at Jupiter Asset Management, a U.K.-based fund management group, from September 2015 to August 2019. Prior to that, Mr. Ring worked at Columbia Threadneedle in various product and distribution roles from 2008 to 2014, including most recently as Global Head of Product in 2014. Mr. Ring has a LLB (Hons) degree from the University of Reading and held various roles at Northern Trust, KPMG, Gartmore Fund Managers and Prudential earlier in his career.
*William F. Truscott-CEO-Global Asset Management
Mr. Truscott (61) has been our CEO - Global Asset Management since September 2012. Prior to that time, Mr. Truscott had served as CEO - U.S. Asset Management and President, Annuities since May 2010, as President - U.S. Asset Management, Annuities and Chief Investment Officer since February 2008 and as President - U.S. Asset Management and Chief Investment Officer since September 2005. Prior to that, Mr. Truscott served as Senior Vice President and Chief Investment Officer of AEFC, a position he held since he joined the company in September 2001.
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CORPORATE GOVERNANCE
We have adopted a set of Corporate Governance Principles and Categorical Standards of Director Independence which, together with the charters of the three standing committees of the Board of Directors (Audit; Compensation and Benefits; and Nominating and Governance) and our Code of Conduct (which constitutes the Company’s code of ethics), provide the framework for the governance of our company. A complete copy of our Corporate Governance Principles and Categorical Standards of Director Independence, the charters of each of the Board committees, the Code of Conduct (which applies not only to our Chief Executive Officer, Chief Financial Officer and Controller, but also to all other employees of our company) and the Code of Business Conduct for the Members of the Board of Directors may be found by clicking the “Corporate Governance” link found on our Investor Relations website at ir.ameriprise.com. You may also access our Investor Relations website through our main website at ameriprise.com by clicking on the “Investor Relations” link, which is located at the bottom of the page. (Information from such sites is not incorporated by reference into this report.) You may also obtain free copies of these materials by writing to our Corporate Secretary at our principal executive offices.
Item 11. Executive Compensation
The following portions of the Proxy Statement are incorporated herein by reference:
• information under the caption “Corporate Governance-Compensation and Benefits Committee-Compensation Committee Interlocks and Insider Participation”;
• information included under the caption “Compensation and Benefits Committee Report”;
• information included under the caption “Compensation Discussion and Analysis”, and
• information included under the caption “Compensation of Directors.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information (a) (b) (c)
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) – shares
Equity compensation plans approved by security holders
5,201,157 (1) $ 145.79 8,934,371
Equity compensation plans not approved by security holders
2,959,044 (2) — 5,544,867 (3)
Total 8,160,201 $ 145.79 14,479,238
(1) Includes 1,878,075 share units subject to vesting per the terms of the applicable plan which could result in the issuance of common stock. As the terms of these share based awards do not provide for an exercise price, they have been excluded from the weighted average exercise price in column B.
(2) Includes 2,959,044 share units subject to vesting per the terms of the applicable plans which could result in the issuance of common stock. For additional information on the Company’s equity compensation plans see Note 20 — Share-Based Compensation to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. The non-shareholder approved plans consist of the Ameriprise Financial 2008 Employment Incentive Equity Award Plan, the Ameriprise Advisor Group Deferred Compensation Plan and the Ameriprise Financial Franchise Advisor Deferred Compensation Plan.
(3) Consists of 3,258,635 shares of common stock issuable under the terms of the Ameriprise Financial 2008 Employment Incentive Equity Award Plan, 1,121,764 shares of common stock issuable under the Ameriprise Advisor Group Deferred Compensation Plan, and 1,164,468 shares of common stock issuable under the Ameriprise Financial Franchise Advisor Deferred Compensation Plan.
Descriptions of our equity compensation plans can be found in Note 20 to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. Information concerning the market for our common shares and our shareholders can be found in Part II, Item 5 of this Annual Report on Form 10-K. The information included under the caption “Ownership of Our Common Shares” in the Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information under the captions “Corporate Governance-Director Independence,” “Corporate Governance-Director Independence-Categorical Standards of Director Independence,” “Corporate Governance-Director Independence-Independence of Committee Members” and “Certain Transactions” in the Proxy Statement is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information set forth under the heading “Ratification of the Audit and Risk Committee’s Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2022, “-Independent Registered Public Accounting Firm
154
Fees”; “-Services to Associated Organizations”; and “-Policy on Pre-Approval of Services Provided by Independent Registered Public Accounting Firm,” in the Proxy Statement is incorporated herein by reference.
155
PART IV.
Item 15. Exhibits and Financial Statement Schedules
(a) 1.
Financial Statements:
The information required herein has been provided in Item 8, which is incorporated herein by reference.
2. Financial schedules required to be filed by Item 8 of this form, and by Item 15(b):
Schedule I-Condensed Financial Information of Registrant (Parent Company Only)
Condensed Statements of Operations – December 31, 2021, 2020 and 2019
162
Condensed Balance Sheets - December 31, 2021 and 2020
163
Condensed Statements of Cash Flows – December 31, 2021, 2020 and 2019
164
Notes to Condensed Financial Information of Registrant 165
All other financial schedules are not required under the related instructions, or are inapplicable and therefore have been omitted.
3. Exhibits:
Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.
The following exhibits are filed as part of this Annual Report on Form 10-K. The exhibit numbers followed by an asterisk (*) indicate exhibits electronically filed herewith. All other exhibit numbers indicate exhibits previously filed and are hereby incorporated herein by reference.
Exhibit
Description
3.1
Amended 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 Annual Report on Form 10-K, File No. 1-32525, filed on February 24, 2021).
4.1
Description of Securities (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K, File No. 1-32525 filed on February 26, 2020).
4.2
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.
4.3
Indenture dated as of October 5, 2005, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4(a) to the Registration Statement on Form S-3, File No. 333-128834, filed on October 5, 2005).
4.4
Indenture dated as of May 5, 2006, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4.A to the Registration Statement on Form S-3ASR, File No. 333-133860, filed on May 5, 2006).
4.5
Junior Subordinated Debt Indenture, dated as of May 5, 2006, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4.C to the Registration Statement on Form S-3ASR, File No. 333-133860, filed on May 5, 2006).
4.6
Subordinated Debt Indenture, dated as of May 5, 2006, between Ameriprise Financial, Inc. and U.S. Bank National Association, trustee (incorporated by reference to Exhibit 4.B to the Registration Statement on Form S-3ASR, File No. 333-133860, filed on May 5, 2006).
10.1
Tax Allocation Agreement by and between American Express and Ameriprise Financial, Inc., dated as of September 30, 2005 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.2 †
Ameriprise Financial 2005 Incentive Compensation Plan, as amended and restated effective April 30, 2014 (incorporated by reference to Exhibit B to the Proxy Statement for the Annual Meeting of Shareholders held on April 30, 2014, File No. 001-32525, filed on March 17, 2014).
10.3 †
Ameriprise Financial Deferred Compensation Plan, as amended and restated effective January 1, 2012 (incorporated by reference to Exhibit 10.3 of the Annual Report on Form 10-K, File No. 1-32525, filed on February 24, 2012).
156
Exhibit
Description
10.4 †
Ameriprise Financial Supplemental Retirement Plan, as amended and restated effective October 3, 2017 (incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K, File No. 1-32525, filed on February 23, 2018).
10.5 †
Form of Ameriprise Financial 2005 Incentive Compensation Plan Master Agreement for Substitution Awards (incorporated by reference to Exhibit 10.8 to Amendment No. 2 to Form 10 Registration Statement, File No. 1-32525, filed on August 15, 2005).
10.6 †
Ameriprise Financial Form of Award Certificate — Non-Qualified Stock Option Award (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.7 †
Ameriprise Financial Form of Award Certificate — Restricted Stock Award (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.8 †
Ameriprise Financial Form of Award Certificate — Restricted Stock Unit Award (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.9 †
Ameriprise Financial Form of Agreement — Cash Incentive Award (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).
10.10 †
Ameriprise Financial Long-Term Incentive Award Program Guide (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, File No. 1-32525, filed on May 10, 2021).
10.11 *†
Ameriprise Financial Performance Cash Unit Plan Supplement to the Long Term Incentive Award Program Guide.
10.12 †
Ameriprise Financial Form of Award Certificate — Performance Cash Unit Plan Award (incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2016).
10.13 *†
Ameriprise Financial Performance Share Unit Plan Supplement to the Long-Term Incentive Award Program Guide.
10.14 †
Ameriprise Financial Form of Award Certificate — Performance Share Unit Plan Award (incorporated by reference to Exhibit 10.14 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2016).
10.15 †
Ameriprise Financial Deferred Share Plan for Outside Directors, as amended and restated effective December 3, 2014 (incorporated by reference to Exhibit 10.15 of the Annual Report on Form 10-K File No. 1-32525, filed on February 24, 2015).
10.16 †
CEO Security and Compensation Arrangements (incorporated by reference to Item 1.01 of the Current Report on Form 8-K, File No. 1-32525, filed on October 31, 2005).
10.17 †
Ameriprise Financial Senior Executive Severance Plan, as amended and restated effective January 1, 2012 (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10-K, File No. 1-32525, filed on February 24, 2012).
10.18 †
Restricted Stock Awards in lieu of Key Executive Life Insurance Program (incorporated by reference to Item 1.01 of the Current Report on Form 8-K, File No. 1-32525, filed on November 18, 2005).
10.19 †
Form of Indemnification Agreement for directors, Chief Executive Officer, Chief Financial Officer, General Counsel and Principal Accounting Officer and any other officers designated by the Chief Executive Officer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 1-32525, filed on April 26, 2012).
10.20 †
Ameriprise Financial 2008 Employment Incentive Equity Award Plan, as amended and restated effective November 20, 2018 (incorporated by reference to Exhibit 10.21 of the Annual Report on Form 10-K, File Co. 1-32525, filed on February 27, 2019).
10.21 †
Ameriprise Advisor Group Deferred Compensation Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.23 of the Annual Report on Form 10-K File No. 1-32525, filed on February 25, 2016).
10.22 †
Ameriprise Financial Annual Incentive Award Plan, as amended and restated as of January 1, 2009 (incorporated by
reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, File No. 1-32525, filed on May 2, 2018).
10.23
Fourth Amended and Restated Credit Agreement, dated as of June 11, 2021, among Ameriprise Financial, Inc., as Borrower, the lenders party thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender, Bank of America, N.A. and Citibank, N.A. as Co-Syndication Agents, and Credit Suisse AG, New York Branch, Goldman Sachs Bank USA, HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A., U.S. Bank National Association and BMP Harris Bank N.A. as Co-Documentation Agents, and Wells Fargo Securities, LLC, BofA Securities, Inc. and CitiBank, N,A. as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 1-32525, filed on June 11, 2021).
10.24 *†
Threadneedle Deferral Plan (as amended and restated effective January 1, 2018).
10.25 *†
First Amendment to the Threadneedle Deferral Plan (effective December 6, 2018).
10.26 *†
Deferred Stock Unit Award Certificate - Threadneedle Deferral Plan.
10.27 *†
Form of Deferred Stock Unit Award - Threadneedle Deferral Plan.
13 *
Portions of the Ameriprise Financial, Inc. 2021 Annual Report to Shareholders, which are furnished solely for the information of the SEC and are not to be deemed “filed.”
21 *
Subsidiaries of Ameriprise Financial, Inc.
23 *
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
157
Exhibit
Description
24 *
Powers of attorney
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 Annual Report on Form 10-K for the year ended December 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019; (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019; (iii) Consolidated Balance Sheets at December 31, 2021 and 2020; (iv) Consolidated Statements of Equity for the years ended December 31, 2021, 2020 and 2019; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019; (vi) Notes to the Consolidated Financial Statements; and (vii) Schedule I - Condensed Financial Information of Registrant (Parent Only).
104 The cover page from Ameriprise Financial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021 is formatted in iXBRL and contained in Exhibit 101.
* Filed electronically herewith.
† Management contract or compensation plan or arrangement
Item 16. Form 10-K Summary
None.
158
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: February 25, 2022 By /s/ Walter S. Berman
Walter S. Berman
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
Date: February 25, 2022 By /s/ James M. Cracchiolo
James M. Cracchiolo
Chairman and Chief Executive Officer
(Principal Executive Officer and Director)
Date: February 25, 2022 By /s/ Walter S. Berman
Walter S. Berman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: February 25, 2022 By /s/ John R. Hutt
John R. Hutt
Senior Vice President and Controller
(Principal Accounting Officer)
Date: February 25, 2022 By /s/ Dianne Neal Blixt*
Dianne Neal Blixt
Director
Date: February 25, 2022 By /s/ Amy DiGeso*
Amy DiGeso
Director
Date: February 25, 2022 By /s/ Lon R. Greenberg*
Lon R. Greenberg
Director
Date: February 25, 2022 By /s/ Jeffrey Noddle*
Jeffrey Noddle
Director
Date: February 25, 2022 By /s/ Robert F. Sharpe, Jr.*
Robert F. Sharpe, Jr.
Director
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Date: February 25, 2022 By /s/ Brian T. Shea*
Brian T. Shea
Director
Date: February 25, 2022 By /s/ W. Edward Walter*
W. Edward Walter
Director
Date: February 25, 2022 By /s/ Christopher J. Williams*
Christopher J. Williams
Director
*By /s/ Walter S. Berman
Walter S. Berman
Executive Vice President and Chief Financial Officer
*Walter S. Berman, by signing his name hereto on the 25th day of February, 2022 does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors as Exhibit 24 to this Form 10-K, all in the capacities and on the date stated, such persons being the majority of the Directors of the Registrant.
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Schedule I - Condensed Financial Information of Registrant
(Parent Company Only)
Condensed Statements of Operations - Years ended December 31, 2021 , 2020 and 2019
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Condensed Balance Sheets - Years ended De cember 31, 2021 and 2020
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Condensed Statements of Cash Flows - Years ended December 31, 2021 , 2020 and 2019
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Notes to Condensed Financial Information of Registrant
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Schedule I — Condensed Financial Information of Registrant
Condensed Statements of Operations
(Parent Company Only)
Years Ended December 31,
2021
2020
2019
(in millions)
Revenues
Management and financial advice fees $ — $ — $ ( 1 )
Net investment income 27 23 9
Other revenues 9 15 14
Gain on disposal of business
— — 213
Total revenues 36 38 235
Banking and deposit interest expense 2 3 9
Total net revenues 34 35 226
Expenses
Benefits, claims, losses and settlement expenses — — 49
Distribution expenses 7 12 24
Interest and debt expense 102 105 126
General and administrative expense 258 198 244
Total expenses 367 315 443
Pretax loss before equity in earnings of subsidiaries ( 333 ) ( 280 ) ( 217 )
Income tax provision (benefit)
157 ( 87 ) ( 38 )
Loss before equity in earnings of subsidiaries ( 490 ) ( 193 ) ( 179 )
Equity in earnings of subsidiaries, net of tax
3,250 1,727 2,072
Net income 2,760 1,534 1,893
Other comprehensive income (loss), net of tax ( 626 ) 367 553
Total comprehensive income $ 2,134 $ 1,901 $ 2,446
See Notes to Condensed Financial Information of Registrant.
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Schedule I — Condensed Financial Information of Registrant
Condensed Balance Sheets
(Parent Company Only)
December 31,
2021
2020
(in millions, except share amounts)
Assets
Cash and cash equivalents $ 827 $ 1,071
Investments 905 877
Loans to subsidiaries 483 247
Due from subsidiaries 242 497
Receivables 4 2
Land, buildings, equipment, and software, net of accumulated depreciation of $ 973 and $ 929 , respectively
193 208
Investments in subsidiaries 7,010 7,153
Other assets 1,308 1,334
Total assets $ 10,972 $ 11,389
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued expenses $ 1,118 $ 936
Due to subsidiaries 83 60
Borrowings from subsidiaries 446 494
Long-term debt 2,829 2,831
Other liabilities 811 1,201
Total liabilities 5,287 5,522
Shareholders’ Equity:
Common shares ($.01 par value; shares authorized, 1,250,000,000 ; shares issued, 334,828,117 and 332,390,132 , respectively)
3 3
Additional paid-in capital 9,220 8,822
Retained earnings 17,525 15,292
Treasury shares, at cost ( 223,967,107 and 215,624,519 shares, respectively)
( 21,066 ) ( 18,879 )
Accumulated other comprehensive income (loss), net of tax, including amounts applicable to equity investments in subsidiaries 3 629
Total shareholders’ equity 5,685 5,867
Total liabilities and equity $ 10,972 $ 11,389
See Notes to Condensed Financial Information of Registrant.
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Schedule I — Condensed Financial Information of Registrant
Condensed Statements of Cash Flows
(Parent Company Only)
Years Ended December 31,
2021
2020
2019
(in millions)
Cash Flows from Operating Activities
Net income $ 2,760 $ 1,534 $ 1,893
Equity in earnings of subsidiaries ( 3,250 ) ( 1,727 ) ( 2,072 )
Dividends received from subsidiaries 4,027 2,018 2,721
Gain on disposal of business before affinity partner payment — — ( 313 )
Other operating activities, primarily with subsidiaries 343 282 596
Net cash provided by (used in) operating activities
3,880 2,107 2,825
Cash Flows from Investing Activities
Available-for-Sale securities:
Proceeds from sales — 922 —
Maturities, sinking fund payments and calls 93 161 204
Purchases ( 82 ) ( 15 ) ( 1,153 )
Proceeds from sale of other investments 1 — 6
Purchase of other investments ( 16 ) ( 12 ) ( 12 )
Proceeds from sale of land, buildings, equipment and software 1 2 —
Purchase of land, buildings, equipment and software ( 28 ) ( 54 ) ( 42 )
Proceeds from disposal of business — — 1,138
Contributions to subsidiaries ( 1,291 ) ( 416 ) ( 368 )
Return of capital from subsidiaries 39 131 18
Repayment of loans from subsidiaries 2,701 3,288 2,468
Issuance of loans to subsidiaries ( 2,937 ) ( 3,174 ) ( 2,457 )
Acquisition of surplus loans to subsidiaries — ( 500 ) —
Other, net — — ( 65 )
Net cash provided by (used in) investing activities
( 1,519 ) 333 ( 263 )
Cash Flows from Financing Activities
Dividends paid to shareholders ( 511 ) ( 497 ) ( 504 )
Repurchase of common shares ( 2,030 ) ( 1,441 ) ( 1,943 )
Cash paid for purchased options with deferred premiums — — ( 107 )
Issuance of long-term debt, net of issuance costs 4 496 497
Repayments of long-term debt ( 9 ) ( 762 ) ( 313 )
Borrowings from subsidiaries 244 871 132
Repayments of borrowings from subsidiaries ( 403 ) ( 751 ) ( 79 )
Exercise of stock options 1 3 3
Other, net 99 ( 18 ) 6
Net cash provided by (used in) financing activities
( 2,605 ) ( 2,099 ) ( 2,308 )
Net increase (decrease) in cash and cash equivalents ( 244 ) 341 254
Cash and cash equivalents at beginning of year 1,071 730 476
Cash and cash equivalents at end of year $ 827 $ 1,071 $ 730
Supplemental Disclosures:
Interest paid on debt $ 95 $ 107 $ 123
Income taxes paid (received), net 173 26 ( 109 )
Non-cash dividends from subsidiaries — — 81
Non-cash contributions to subsidiaries
52 — —
See Notes to Condensed Financial Information of Registrant.
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Schedule I — Condensed Financial Information of Registrant
Notes to Condensed Financial Information of Registrant (Parent Company Only)
1. Basis of Presentation
The accompanying Condensed Financial Statements include the accounts of Ameriprise Financial, Inc. (the “Parent Company”) and, on an equity basis, its subsidiaries and affiliates. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The financial information of the Parent Company should be read in conjunction with the Consolidated Financial Statements and Notes of Ameriprise Financial, Inc. and its subsidiaries (“Ameriprise Financial”). Parent Company revenues and expenses, other than compensation and benefits and debt and interest expense, are primarily related to intercompany transactions with subsidiaries and affiliates.
The change in the fair value of derivative instruments used as hedges is reflected in the Parent Company Only Condensed Statements of Operations. For certain of these derivatives, the change in the hedged item is reflected in the subsidiaries’ Statements of Operations. The change in fair value of certain derivatives used to economically hedge risk related to guaranteed minimum withdrawal benefit (“GMWB”) provisions is included in Benefits, claims, losses and settlement expenses, while the underlying benefits, claims, losses and settlement expenses are reflected in Equity in earnings of subsidiaries.
2. Investments
On December 23, 2020, RiverSource Life Insurance Company (“RiverSource Life”) issued a $ 500 million unsecured 3.5 % surplus note due December 31, 2050 to the Parent Company. The surplus note is subordinate in right of payment to the prior payment in full of the RiverSource Life’s obligations to policyholders, claimants and beneficiaries and all other creditors. No payment of principal or interest shall be made without the prior approval of the Minnesota Department of Commerce and such payments shall be made only from RiverSource Life’s statutory surplus. Interest payments are due semi-annually in arrears on June 30 and December 31, which commenced on June 30, 2021. Subject to the preceding conditions, RiverSource Life may prepay all or a portion of the principal at any time. The held-to-maturity investment of $ 500 million as of both December 31, 2021 and 2020 is recorded in Investments on the Parent Company’s Condensed Balance Sheets. For the year ended December 31, 2021, interest income was $ 17 million and is reported in Net investment income on the Parent Company’s Condensed Statements of Operations.
In December 2018, the Parent Company invested in the residual tranche of an asset backed security structure issued by Ameriprise Advisor Financing, LLC, a subsidiary of the Parent Company. The asset backed securities are collateralized by a portfolio of loans issued to advisors affiliated with Ameriprise Financial Services, LLC (“AFS”), a subsidiary of the Parent Company. The fair value of the residual tranche was $ 100 million and $ 90 million as of December 31, 2021 and 2020, respectively, and is reported in Investments on the Parent Company’s Condensed Balance Sheets. For the years ended December 31, 2021, 2020 and 2019, interest income was $ 7 million, $ 6 million and $ 6 million, respectively, and is reported in Net investment income on the Parent Company’s Condensed Statements of Operations.
3. Debt
All of the debt of Ameriprise Financial is borrowings of the Parent Company, except as indicated below.
• As of both December 31, 2021 and 2020, Ameriprise Financial had $ 200 million of borrowings from the Federal Home Loan Bank of Des Moines, which is collateralized with commercial mortgage backed securities and residential mortgage backed securities.
• As of December 31, 2021, Ameriprise Financial debt included $ 3 million of other subsidiary lease obligations.
4. Borrowings from Subsidiaries
The Parent Company has intercompany lending arrangements with its subsidiaries. At the end of each business day, taking into consideration all legal and regulatory requirements associated with its subsidiaries, the Parent Company is entitled to draw on all funds in specified bank accounts. Repayment of all or a portion of the funds is due on demand. As of December 31, 2021 and 2020, the Company had $ 431 million and $ 334 million, respectively, available for repayment due on demand. The Parent Company also has revolving credit agreements with its subsidiaries as the borrower aggregating $ 1.4 billion and $ 1.3 billion as of December 31, 2021 and 2020, respectively, of which $ 15 million and $ 172 million was outstanding as of December 31, 2021 and 2020, respectively.
5. Guarantees, Commitments and Contingencies
The Parent Company is the guarantor for operating leases of certain subsidiaries. All consolidated legal, regulatory and arbitration proceedings, including class actions of Ameriprise Financial, Inc. and its consolidated subsidiaries are potential or current obligations of the Parent Company. The Parent Company has committed revolving credit agreements with its subsidiaries as the lender aggregating $ 366 million as of both December 31, 2021 and 2020, respectively, of which $ 243 million and nil was outstanding as of December 31, 2021 and 2020, respectively.
The Parent Company and Ameriprise Certificate Company (“ACC”) entered into a Capital Support Agreement on March 2, 2009, pursuant to which the Parent Company agrees to commit such capital to ACC as is necessary to satisfy applicable minimum capital requirements. Effective April 30, 2014, this agreement was amended to revise the maximum commitment to $ 50 million. For the years ended December 31, 2021, 2020 and 2019, ACC did not draw upon the Capital Support Agreement and had met all applicable capital requirements.
AFS entered into a Financial Industry Regulatory Authority approved subordinated loan agreement with the Parent Company on December 15, 2014 for regulatory net capital purposes. The agreement consists of a $ 200 million secured demand note. The note is secured
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by cash and securities equal to the principal value of the note pledged by the Parent Company. As of December 31, 2021, AFS had not made a demand of the principal amount.
Ameriprise Enterprise Investment Services, Inc. (“AEIS”) entered into a FINRA approved subordinated loan agreement with the Parent Company on January 25, 2017 for regulatory net capital purposes. Under this agreement, AEIS borrowed $ 60 million from the Parent Company with an initial term of five years to be repaid no later than January 22, 2022. Both companies have the option to renew the agreement in one year -increments in perpetuity. In January 2022, the agreement was renewed for one year extending the maturity date to January 22, 2023.
6. Subsequent Event
On February 23, 2022, RiverSource Life’s Board of Directors declared a cash dividend of $ 300 million to the Parent Company, payable on or after March 25, 2022, pending approval by the Minnesota Department of Commerce.
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