Ameriprise 2010 Annual Report Download - page 51

investments, though such depreciation could also diminish investor, creditor and rating organizations perceptions of our
company compared to peer companies that have a relatively greater proportion of foreign operations or investments.
We may seek to mitigate these risks by employing various hedging strategies including entering into derivative contracts.
Currency fluctuations, including the effect of changes in the value of U.S. dollar denominated investments that vary from
the amounts ultimately needed to hedge our exposure to changes in the U.S. dollar equivalent of earnings and equity of
these operations, may adversely affect our results of operations, cash flows or financial condition.
Changes in U.S. federal income or estate tax law could make some of our products less attractive to clients.
Many of the products we issue or on which our businesses are based (including both insurance products and
non-insurance products) enjoy favorable treatment under current U.S. federal income or estate tax law. Changes in U.S.
federal income or estate tax law could thus make some of our products less attractive to clients.
We are subject to tax contingencies that could adversely affect our provision for income taxes.
We are subject to the income tax laws of the U.S., its states and municipalities and those of the foreign jurisdictions in
which we have significant business operations. These tax laws are complex and may be subject to different interpretations.
We must make judgments and interpretations about the application of these inherently complex tax laws when determining
the provision for income taxes and must also make estimates about when in the future certain items affect taxable income
in the various tax jurisdictions. Disputes over interpretations of the tax laws may be settled with the taxing authority upon
examination or audit. In addition, changes to the Internal Revenue Code, administrative rulings or court decisions could
increase our provision for income taxes.
Risks Relating to Our Common Stock
The market price of our shares may fluctuate.
The market price of our common stock may fluctuate widely, depending upon many factors, some of which may be beyond
our control, including:
• changes in expectations concerning our future financial performance and the future performance of the financial
services industry in general, including financial estimates and recommendations by securities analysts;
• differences between our actual financial and operating results and those expected by investors and analysts;
• our strategic moves and those of our competitors, such as acquisitions or restructurings;
• changes in the regulatory framework of the financial services industry and regulatory action;
• changes in accounting standards applicable to our businesses and the financial services industry; and
• changes in general economic or market conditions.
Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a
particular company. These broad market fluctuations may adversely affect the trading price of our common stock.
Provisions in our certificate of incorporation and bylaws and of Delaware law may prevent or delay an acquisition of
our company, which could decrease the market value of our common stock.
Our certificate of incorporation and bylaws and Delaware law contain provisions intended to deter coercive takeover
practices and inadequate takeover bids by making them unacceptably expensive to the raider and to encourage
prospective acquirors to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions
include, among others:
• a board of directors that is divided into three classes with staggered terms, however, in 2010, our shareholders
approved an amendment to our certificate of incorporation that provides for the annual election of all directors
beginning at our 2013 annual meeting of shareholders;
• elimination of the right of our shareholders to act by written consent;
• rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;
• the right of our board of directors to issue preferred stock without shareholder approval; and
• limitations on the right of shareholders to remove directors.
Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of
15% or more of our outstanding common stock.
We believe these provisions protect our shareholders from coercive or otherwise unfair takeover tactics by requiring
potential acquirors to negotiate with our board of directors and by providing our board of directors time to assess any
acquisition proposal. They are not intended to make our company immune from takeovers. However, these provisions apply
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