Ameriprise 2012 Annual Report Download - page 54

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, divestitures or restructurings; changes in the regulatory
framework of the financial services industry and regulatory action; changes in and the adoption of accounting standards
and securities and insurance rating agency processes and 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 acquirers 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
rights 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 acquirers 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
even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our
board of directors determines is not in the best interests of our company and our shareholders.
The issuance of additional shares of our common stock or other equity securities may result in a dilution of
interest or adversely affect the price of our common stock.
Our certificate of incorporation allows our directors to authorize the issuance of additional shares of our common stock, as
well as other forms of equity or securities that may be converted into equity securities, without shareholder approval. We
have in the past and may in the future issue additional equity or convertible securities in order to raise capital, in
connection with acquisitions or for other purposes. Any such issuance may result in a significant dilution in the interests of
our current shareholders and adversely impact the market price of our common stock.
Item 1B. Unresolved Staff Comments.
None.
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