Ameriprise 2014 Annual Report Download - page 58

reporting standards governing the preparation of our financial statements. In some cases, we could be required to apply a
new or revised standard retroactively, resulting in our restating prior period financial statements. These changes are difficult
to predict, and could impose additional governance, internal control and disclosure demands. It is possible that such
changes could have a material adverse effect on our financial condition and results of operations.
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 reduce or eliminate the tax advantages of certain of our products and thus
make such products less attractive to clients.
Changes in corporate tax laws and regulations and in the interpretation of such laws and regulations, as well
as adverse determinations regarding the application of such laws and regulations, could adversely affect
our earnings.
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 and reduce our earnings.
It is possible there will be corporate tax reform in the next few years. While impossible to predict, corporate tax reform is
likely to include a reduction in the corporate tax rate coupled with reductions in tax preferred items. Potential tax reform
may also affect the U.S. tax rules regarding international operations. Any changes could have a material impact on our
income tax expense and deferred tax balances.
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: 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, either directly or through
proxies; 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.
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