

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

~~For the Quarterly Period Ended September 30, 2017~~

For the Quarterly Period Ended			June 30, 2019
oOR
	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from_______________________to_______________________

~~For the Transition Period from_______________________to_______________________~~

~~Commission File No. 1-32525~~



Commission File No.	1-32525

~~AMERIPRISE FINANCIAL, INC.~~

~~(Exact name of registrant as specified in its charter)~~

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 xNo o



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	☒	No	☐



Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).	Yes	☒	No	☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filerx	☒	Accelerated Filero	☐
Non-Accelerated Filero ~~(Do not check if a smaller reporting company)~~	☐	Smaller reporting companyo	☐
		Emerging growth companyo	☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o	☐

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).~~ ~~Yes~~ oNo x

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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).	Yes	☐	No	☒



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 ~~October 20, 2017~~July 19, 2019
	Common Stock (par value $.01 per share)		~~147,930,011~~130,870,362 shares

AMERIPRISE FINANCIAL, INC.

FORM 10-Q

INDEX



Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Operations — Three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018				3
Consolidated Statements of Comprehensive Income — Three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018				4
Consolidated Balance Sheets — ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018				5
Consolidated Statements of Equity — ~~Nine~~Three months and six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018				6
Consolidated Statements of Cash Flows — ~~Nine~~Six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018				78
Notes to Consolidated Financial Statements				910
1. Basis of Presentation				910
2. Recent Accounting Pronouncements				910
3. Revenue from Contracts with Customers				13
4. Variable Interest Entities				11
~~4. Investments~~				1718
5. Investments				23
6. Financing Receivables				2027
6.7. Deferred Acquisition Costs and Deferred Sales Inducement Costs				2329
7.8. Policyholder Account Balances, Future Policy Benefits and Claims and Separate Account Liabilities				2430
8.9. Variable Annuity and Insurance Guarantees				24
~~9. Debt~~				2631
10. Debt				32
11. Fair Values of Assets and Liabilities				2733
~~11.~~12. Offsetting Assets and Liabilities				3843
~~12.~~13. Derivatives and Hedging Activities				40
~~13. Shareholders’ Equity~~				45
14. ~~Income Taxes~~Leases				4750
15. ~~Contingencies~~Held for Sale Classification				4851
16. Shareholders’ Equity				52
17. Regulatory Requirements				54
18. Income Taxes				54
19. Contingencies				55
20. Earnings per Share				4956
~~17.~~21. Segment Information				5056
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations				5259
Item 3. Quantitative and Qualitative Disclosures About Market Risk				8892
Item 4. Controls and Procedures				8892

Part II. Other Information				8993
Item 1. Legal Proceedings				8993
Item 1A. Risk Factors				8993
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds				8993
Item 6. Exhibits				9094
Signatures				9195

AMERIPRISE FINANCIAL, INC.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions, except per share amounts)
Revenues
Management and financial advice fees $ 1,626
$ 1,464
$ 4,669
$ 4,289
Distribution fees 437
455
1,310
1,338
Net investment income 372
387
1,154
1,090
Premiums 348
374
1,035
1,114
Other revenues 210
330
733
832
Total revenues 2,993
3,010
8,901
8,663
Banking and deposit interest expense 12
12
34
29
Total net revenues 2,981
2,998
8,867
8,634
Expenses
Distribution expenses 850
798
2,505
2,371
Interest credited to fixed accounts 176
161
509
465
Benefits, claims, losses and settlement expenses 474
855
1,652
1,934
Amortization of deferred acquisition costs 48
163
189
360
Interest and debt expense 52
52
154
160
General and administrative expense 753
731
2,244
2,221
Total expenses 2,353
2,760
7,253
7,511
Pretax income 628
238
1,614
1,123
Income tax provision 125
23
315
209
Net income $ 503
$ 215
$ 1,299
$ 914

Earnings per share
Basic $ 3.29
$ 1.31
$ 8.37
$ 5.43
Diluted $ 3.24
$ 1.30
$ 8.24
$ 5.37

Cash dividends declared per common share $ 0.83
$ 0.75
$ 2.41
$ 2.17

Supplemental Disclosures:
Total other-than-temporary impairment losses on securities $ —
$ —
$ (1 ) $ (2 )
Portion of loss recognized in other comprehensive income (before taxes) —
—
—
1
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)~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Net income $ 503
$ 215
$ 1,299
$ 914
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment 16
(16 ) 46
(55 )
Net unrealized gains (losses) on securities (4 ) (28 ) 60
382
Net unrealized gains (losses) on derivatives 1
1
2
3
Defined benefit plans —
—
5
6
Other —
—
(1 ) —
Total other comprehensive income (loss), net of tax 13
(43 ) 112
336
Total comprehensive income $ 516
$ 172
$ 1,411
$ 1,250
See Notes to Consolidated Financial Statements.

~~AMERIPRISE FINANCIAL, INC.~~

~~CONSOLIDATED BALANCE SHEETS (UNAUDITED)~~

September 30,
2017 December 31, 2016
(in millions, except share amounts)
Assets
Cash and cash equivalents $ 2,398
$ 2,318
Cash of consolidated investment entities 106
168
Investments 36,202
35,834
Investments of consolidated investment entities, at fair value 2,215
2,254
Separate account assets 85,287
80,210
Receivables 5,742
5,299
Receivables of consolidated investment entities, at fair value 9
11
Deferred acquisition costs 2,661
2,648
Restricted and segregated cash and investments 3,131
3,331
Other assets 7,735
7,748
Total assets $ 145,486
$ 139,821

Liabilities and Equity
Liabilities:
Policyholder account balances, future policy benefits and claims $ 29,963
$ 30,202
Separate account liabilities 85,287
80,210
Customer deposits 10,427
10,036
Short-term borrowings 201
200
Long-term debt 2,902
2,917
Debt of consolidated investment entities, at fair value 2,267
2,319
Accounts payable and accrued expenses 1,728
1,727
Other liabilities 6,363
5,823
Other liabilities of consolidated investment entities, at fair value 43
95
Total liabilities 139,181
133,529
Equity:
Ameriprise Financial, Inc.:
Common shares ($.01 par value; shares authorized, 1,250,000,000; shares issued, 327,007,785 and 324,006,315, respectively) 3
3
Additional paid-in capital 8,017
7,765
Retained earnings 11,271
10,351
Treasury shares, at cost (178,670,257 and 169,246,411 shares, respectively) (13,298 ) (12,027 )
Accumulated other comprehensive income, net of tax 312
200
Total equity 6,305
6,292
Total liabilities and equity $ 145,486
$ 139,821
See Notes to Consolidated Financial Statements.

~~AMERIPRISE FINANCIAL, INC.~~

~~CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)~~

Ameriprise Financial, Inc. Non-controlling Interests Total
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. Shareholders’ Equity
(in millions, except share data)
Balances at January 1, 2016 ⁽¹⁾
171,033,260 $ 3 $ 7,611 $ 9,525 $ 137 $ (10,338 ) $ 253 $ 7,191 $ 1,188 $ 8,379
Cumulative effect of change in accounting policies — — — 1 (137 ) — 6 (130 ) (1,188 ) (1,318 )
Comprehensive income:
Net income — — — 914 — — — 914 — 914
Other comprehensive income, net of tax — — — — — — 336 336 — 336
Total comprehensive income 1,250 — 1,250
Dividends to shareholders — — — (368 ) — — — (368 ) — (368 )
Repurchase of common shares (14,349,061 ) — — — — (1,333 ) — (1,333 ) — (1,333 )
Share-based compensation plans 1,812,137 — 98 — — 62 — 160 — 160
Balances at
September 30, 2016 ⁽¹⁾
158,496,336 $ 3 $ 7,709 $ 10,072 $ — $ (11,609 ) $ 595 $ 6,770 $ — $ 6,770

Balances at January 1, 2017 154,759,904 $ 3 $ 7,765 $ 10,351 $ — $ (12,027 ) $ 200 $ 6,292 $ — $ 6,292
Comprehensive income:
Net income — — — 1,299 — — — 1,299 — 1,299
Other comprehensive income, net of tax — — — — — — 112 112 — 112
Total comprehensive income 1,411 — 1,411
Dividends to shareholders — — — (379 ) — — — (379 ) — (379 )
Repurchase of common shares (10,184,145 ) — — — — (1,323 ) — (1,323 ) — (1,323 )
Share-based compensation plans 3,761,769 — 252 — — 52 — 304 — 304
Balances at September 30, 2017 148,337,528 $ 3 $ 8,017 $ 11,271 $ — $ (13,298 ) $ 312 $ 6,305 $ — $ 6,305

⁽¹⁾ ~~Prior period retained earnings were restated in the fourth quarter of 2016. See Note 1 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.~~



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019			2018
	(in millions, except per share amounts)
Revenues
Management and financial advice fees	$	1,732	$	1,691	$	3,359		$	3,360
Distribution fees	490		465		970			933
Net investment income	368		419		765			815
Premiums	376		357		747			700
Other revenues	316		284		594			592
Total revenues	3,282		3,216		6,435			6,400
Banking and deposit interest expense	37		20		72			36
Total net revenues	3,245		3,196		6,363			6,364
Expenses
Distribution expenses	948		902		1,848			1,807
Interest credited to fixed accounts	186		180		390			321
Benefits, claims, losses and settlement expenses	584		635		1,254			1,129
Amortization of deferred acquisition costs	58		63		74			155
Interest and debt expense	59		80		112			131
General and administrative expense	823		788		1,628			1,577
Total expenses	2,658		2,648		5,306			5,120
Pretax income	587		548		1,057			1,244
Income tax provision	95		86		170			188
Net income	$	492	$	462	$	887		$	1,056

Earnings per share
Basic	$	3.61	$	3.14	$	6.46		$	7.13
Diluted	$	3.57	$	3.10	$	6.38		$	7.02

Supplemental Disclosures:
Total other-than-temporary impairment losses on securities	$	—	$	—	$	(12	)	$	—
Portion of loss recognized in other comprehensive income (before taxes)	—		—		7			—
Net impairment losses recognized in net investment income	$	—	$	—	$	(5	)	$	—

See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(in millions)
Net income	$	492		$	462		$	887		$	1,056
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(14		)	(44		)	(9		)	(15		)
Net unrealized gains (losses) on securities	248			(130		)	570			(392		)
Net unrealized gains (losses) on derivatives	—			—			(1		)	—
Total other comprehensive income (loss), net of tax	234			(174		)	560			(407		)
Total comprehensive income	$	726		$	288		$	1,447		$	649

See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)



	June 30, 2019			December 31, 2018
	(in millions, except share amounts)
Assets
Cash and cash equivalents	$	4,302		$	2,931
Cash of consolidated investment entities (“CIEs”)	59			166
Investments	35,300			35,825
Investments of consolidated investment entities, at fair value	1,707			1,706
Separate account assets	84,926			77,925
Receivables	7,412			6,173
Receivables of consolidated investment entities, at fair value	23			12
Deferred acquisition costs	2,713			2,776
Restricted and segregated cash, cash equivalents and investments	2,377			2,910
Other assets	7,832			6,792
Assets held for sale	2,027			—
Total assets	$	148,678		$	137,216

Liabilities and Equity
Liabilities:
Policyholder account balances, future policy benefits and claims	$	30,183		$	30,124
Separate account liabilities	84,926			77,925
Customer deposits	13,273			11,545
Short-term borrowings	201			201
Long-term debt	3,104			2,867
Debt of consolidated investment entities, at fair value	1,707			1,743
Accounts payable and accrued expenses	1,686			1,862
Other liabilities	6,366			5,239
Other liabilities of consolidated investment entities, at fair value	61			122
Liabilities held for sale	1,141			—
Total liabilities	142,648			131,628
Equity:
Common shares ($.01 par value; shares authorized, 1,250,000,000; shares issued, 329,258,984 and 328,537,214 respectively)	3			3
Additional paid-in capital	8,337			8,260
Retained earnings	13,530			12,909
Treasury shares, at cost (197,966,225 and 192,206,467 shares, respectively)	(16,109		)	(15,293		)
Accumulated other comprehensive income (loss), net of tax	269			(291		)
Total equity	6,030			5,588
Total liabilities and equity	$	148,678		$	137,216

See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)



	Number of Outstanding Shares		Common Shares		Additional Paid-In Capital		Retained Earnings			Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Total
	(in millions, except per share data)
Balances at April 1, 2018	145,018,357		$	3	$	8,116	$	11,796		$	(14,070	)	$	(5	)	$	5,840
Comprehensive income:
Net income	—		—		—		462			—			—			462
Other comprehensive loss, net of tax	—		—		—		—			—			(174		)	(174		)
Total comprehensive income																288
Dividends to shareholders	—		—		—		(132		)	—			—			(132		)
Repurchase of common shares	(2,974,300	)	—		—		—			(418		)	—			(418		)
Share-based compensation plans	176,354		—		55		—			(1		)	—			54
Balances at June 30, 2018	142,220,411		$	3	$	8,171	$	12,126		$	(14,489	)	$	(179	)	$	5,632

Balances at April 1, 2019	134,183,507		$	3	$	8,270	$	13,172		$	(15,637	)	$	35		$	5,843
Comprehensive income:
Net income	—		—		—		492			—			—			492
Other comprehensive income, net of tax	—		—		—		—			—			234			234
Total comprehensive income																726
Dividends to shareholders	—		—		—		(134		)	—			—			(134		)
Repurchase of common shares	(3,252,369	)	—		—		—			(473		)	—			(473		)
Share-based compensation plans	361,621		—		67		—			1			—			68
Balances at June 30, 2019	131,292,759		$	3	$	8,337	$	13,530		$	(16,109	)	$	269		$	6,030
See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) (Continued)

		Number of Outstanding Shares		Common Shares		Additional Paid-In Capital		Retained Earnings			Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Total
		(in millions, except per share data)
	Balances at January 1, 2018	146,634,664		$	3	$	8,085	$	11,326		$	(13,648	)	$	229		$	5,995
	Cumulative effect of adoption of equity securities guidance	—		—		—		1			—			(1		)	—
	Comprehensive income:
	Net income	—		—		—		1,056			—			—			1,056
	Other comprehensive loss, net of tax	—		—		—		—			—			(407		)	(407		)
	Total comprehensive income																649
	Dividends to shareholders	—		—		—		(257		)	—			—			(257		)
	Repurchase of common shares	(5,978,029	)	—		—		—			(900		)	—			(900		)
	Share-based compensation plans	1,563,776		—		86		—			59			—			145
	Balances at June 30, 2018	142,220,411		$	3	$	8,171	$	12,126		$	(14,489	)	$	(179	)	$	5,632


	Balances at January 1, 2019	136,330,747		$	3	$	8,260	$	12,909		$	(15,293	)	$	(291	)	$	5,588
	Cumulative effect of adoption of premium amortization on purchased callable debt securities guidance	—		—		—		(5		)	—			—			(5		)
	Comprehensive income:
	Net income	—		—		—		887			—			—			887
	Other comprehensive income, net of tax	—		—		—		—			—			560			560
	Total comprehensive income																1,447
	Dividends to shareholders	—		—		—		(261		)	—			—			(261		)
	Repurchase of common shares	(6,452,276	)	—		—		—			(872		)				(872		)
	Share-based compensation plans	1,414,288		—		77		—			56			—			133
	Balances at June 30, 2019	131,292,759		$	3	$	8,337	$	13,530		$	(16,109	)	$	269		$	6,030
	See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Six Months Ended June 30,
	2019			2018⁽¹⁾
	(in millions)
Cash Flows from Operating Activities
Net income	$	887		$	1,056
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization and accretion, net	91			107
Deferred income tax expense (benefit)	(64		)	53
Share-based compensation	64			69
Net realized investment (gains) losses	(10		)	(12		)
Net trading (gains) losses	(6		)	(6		)
Loss from equity method investments	29			22
Other-than-temporary impairments and provision for loan losses	5			—
Net (gains) losses of consolidated investment entities	5			(24		)
Changes in operating assets and liabilities:
Restricted and segregated investments	124			224
Deferred acquisition costs	(76		)	(9		)
Policyholder account balances, future policy benefits and claims, net	259			(407		)
Derivatives, net of collateral	280			205
Receivables	120			(121		)
Brokerage deposits	(524		)	(394		)
Accounts payable and accrued expenses	(91		)	(220		)
Other operating assets and liabilities of consolidated investment entities, net	(6		)	4
Other, net	65			(49		)
Net cash provided by (used in) operating activities	1,152			498

Cash Flows from Investing Activities
Available-for-Sale securities:
Proceeds from sales	110			401
Maturities, sinking fund payments and calls	4,012			3,124
Purchases	(5,294		)	(3,900		)
Proceeds from sales, maturities and repayments of mortgage loans	131			164
Funding of mortgage loans	(127		)	(97		)
Proceeds from sales, maturities and collections of other investments	149			502
Purchase of other investments	(159		)	(389		)
Purchase of investments by consolidated investment entities	(392		)	(228		)
Proceeds from sales, maturities and repayments of investments by consolidated investment entities	319			828
Purchase of land, buildings, equipment and software	(67		)	(69		)
Cash paid for written options with deferred premiums	(42		)	(82		)
Cash received from written options with deferred premiums	44			81
Change in reinsurance deposit, net	(306		)	—
Other, net	(7		)	(56		)
Net cash provided by (used in) investing activities	$	(1,629	)	$	279
See Notes to Consolidated Financial Statements.

September 30,
2017 2016
(in millions)
Cash Flows from Operating Activities
Net income $ 1,299
$ 914
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization and accretion, net 176
187
Deferred income tax expense (benefit) (58 ) (47 )
Share-based compensation 91
101
Net realized investment (gains) losses (37 ) (1 )
Net trading (gains) losses (5 ) (5 )
Loss from equity method investments 41
45
Net losses of consolidated investment entities 3
5
Changes in operating assets and liabilities:
Restricted and segregated investments 1
200
Deferred acquisition costs (31 ) 86
Other investments, net (139 ) 9
Policyholder account balances, future policy benefits and claims, net (353 ) 1,172
Derivatives, net of collateral 589
(676 )
Receivables (445 ) (177 )
Brokerage deposits (47 ) 3
Accounts payable and accrued expenses (19 ) (24 )
Other operating assets and liabilities of consolidated investment entities, net —
(9 )
Other, net 113
239
Net cash provided by (used in) operating activities 1,179
2,022

Cash Flows from Investing Activities
Available-for-Sale securities:
Proceeds from sales 335
322
Maturities, sinking fund payments and calls 3,583
3,379
Purchases (3,722 ) (4,666 )
Proceeds from sales, maturities and repayments of mortgage loans 348
705
Funding of mortgage loans (372 ) (334 )
Proceeds from sales and collections of other investments 211
131
Purchase of other investments (351 ) (144 )
Purchase of investments by consolidated investment entities (1,092 ) (566 )
Proceeds from sales, maturities and repayments of investments by consolidated investment entities 1,087
803
Purchase of land, buildings, equipment and software (125 ) (66 )
Other, net (8 ) 69
Net cash provided by (used in) investing activities $ (106 ) $ (367 )
See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)

	Six Months Ended June 30,
	2019			2018⁽¹⁾
	(in millions)
Cash Flows from Financing Activities
Investment certificates:
Proceeds from additions	$	2,924		$	2,899
Maturities, withdrawals and cash surrenders	(2,873		)	(2,381		)
Policyholder account balances:
Deposits and other additions	1,151			985
Net transfers from (to) separate accounts	(28		)	(59		)
Surrenders and other benefits	(926		)	(977		)
Change in banking deposits, net	2,205			—
Cash paid for purchased options with deferred premiums	(95		)	(129		)
Cash received from purchased options with deferred premiums	60			119
Issuance of long-term debt	497			—
Repayments of long-term debt	(307		)	(6		)
Dividends paid to shareholders	(253		)	(253		)
Repurchase of common shares	(827		)	(829		)
Exercise of stock options	1			2
Repayments of debt by consolidated investment entities	(33		)	(518		)
Net cash provided by (used in) financing activities	1,496			(1,147		)
Effect of exchange rate changes on cash	2			—
Net increase (decrease) in cash and cash equivalents, including amounts restricted and cash balances classified as assets held-for-sale	1,021			(370		)
Less: Net change in cash balances classified as assets held for sale	166			—
Net increase (decrease) in cash and cash equivalents, including amounts restricted	855			(370		)
Cash and cash equivalents, including amounts restricted, at beginning of period	5,883			5,144
Cash and cash equivalents, including amounts restricted, at end of period	$	6,738		$	4,774

Supplemental Disclosures:
Interest paid excluding consolidated investment entities	$	142		$	101
Interest paid by consolidated investment entities	42			69
Income taxes paid, net	202			189
Leased assets obtained in exchange for finance lease liabilities	13			—
Leased assets obtained in exchange for operating lease liabilities	18			—
Non-cash investing activity:
Partnership commitments not yet remitted	2			—
Investments transferred in connection with reinsurance transaction	1,265			—


	June 30, 2019			December 31, 2018
	(in millions)
Reconciliation of cash and cash equivalents, including amounts restricted:
Cash and cash equivalents	$	4,302		$	2,931
Cash of consolidated investment entities	59			166
Restricted and segregated cash, cash equivalents and investments	2,377			2,910
Less: Restricted and segregated investments	—			(124		)
Total cash and cash equivalents including amounts restricted per consolidated statements of cash flows	$	6,738		$	5,883
⁽¹⁾Certain prior period amounts have been revised. See Note 1 for more information. See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)

September 30,
2017 2016
(in millions)
Cash Flows from Financing Activities
Investment certificates:
Proceeds from additions $ 3,595
$ 3,184
Maturities, withdrawals and cash surrenders (3,158 ) (2,376 )
Policyholder account balances:
Deposits and other additions 1,538
1,532
Net transfers from (to) separate accounts (120 ) 113
Surrenders and other benefits (1,413 ) (1,448 )
Cash paid for purchased options with deferred premiums (187 ) (256 )
Cash received from purchased options with deferred premiums 42
242
Issuance of long-term debt —
495
Repayments of long-term debt (8 ) (254 )
Dividends paid to shareholders (368 ) (361 )
Repurchase of common shares (1,161 ) (1,319 )
Exercise of stock options 13
6
Repayments of debt by consolidated investment entities (59 ) (134 )
Other, net —
3
Net cash provided by (used in) financing activities (1,286 ) (573 )
Effect of exchange rate changes on cash 32
(53 )
Net increase (decrease) in cash, cash equivalents and restricted cash (181 ) 1,029
Cash, cash equivalents and restricted cash at beginning of period 5,392
5,407
Net cash outflows upon the deconsolidation of VIEs —
(346 )
Cash, cash equivalents and restricted cash at end of period $ 5,211
$ 6,090

Supplemental Disclosures:
Interest paid excluding consolidated investment entities $ 130
$ 121
Interest paid by consolidated investment entities 65
74
Income taxes paid, net 387
201
Non-cash investing activity:
Partnership commitments not yet remitted 9
75
September 30,
2017 December 31, 2016
(in millions)

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents $ 2,398
$ 2,318
Cash of consolidated investment entities 106
168
Restricted and segregated cash and investments 3,131
3,331
Less: Restricted and segregated investments (424 ) (425 )
Total cash, cash equivalents and restricted cash per consolidated statements of cash flows $ 5,211
$ 5,392
See Notes to Consolidated Financial Statements.

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 that may be implemented or modified in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or in light of the U.S. Department of Labor rule and exemptions pertaining to the fiduciary status of investment advice providers to 401(k) plans, plan sponsors, plan participants and the holders of individual retirement or health savings accounts;

•

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 that may be implemented or modified in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act, bank holding company laws and regulations or in light of the U.S. Department of Labor’s fiduciary regulations (as well as state and other fiduciary rules, the SEC best interest standards, or similar standards such as the Certified Financial Planner Board standards) pertaining to the fiduciary status of investment advice providers to 401(k) plans, plan sponsors, plan participants and the holders of individual retirement or health savings accounts and related issues;

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, cybersecurity incidents, 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, persistency and ~~persistency~~premium rate increases in certain annuity and insurance products (including, but not limited to, variable annuities and long term care policies), 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 or asset yield 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~~auto and home insurance products;

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

AMERIPRISE FINANCIAL, INC.

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 other cybersecurity incidents), 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 ~~(such~~(such as the ongoing negotiations following the June 2016 UK referendum on membership in the European ~~Union and the uncertain regulatory environment in the U.S. after the recent U.S. election)~~Union), 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 ~~2016~~2018 10-K.

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 ~~2016~~2018 10-K filed with the SEC on February ~~23, 2017~~27, 2019.

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 ~~September~~June 30, ~~2017.~~2019.

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 1519 to the Consolidated Financial Statements in Part I, Item 1 is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors provided in Part I, Item 1A of our ~~2016~~2018 10-K.

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 ~~third~~second quarter of ~~2017:~~2019:


Period		(a)	(b)		(c)	(d)		(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⁾		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⁾
July 1 to July 31, 2017
April 1 to April 30, 2019
Share repurchase program ⁽¹⁾		622,117	$	136.67	622,117	$	2,635,014,130	569,092	$	142.31	569,092	$	2,572,804,302
Employee transactions ⁽²⁾		432,319	$	143.36	N/A	N/A		108,200	$	140.73	N/A	N/A

August 1 to August 31, 2017
May 1 to May 31, 2019
Share repurchase program ⁽¹⁾		842,580	$	142.26	842,580	$	2,515,148,831	1,354,248	$	144.74	1,354,248	$	2,376,793,245
Employee transactions ⁽²⁾		276,391	$	145.67	N/A	N/A		63,036	$	146.04	N/A	N/A

September 1 to September 30, 2017
June 1 to June 30, 2019
Share repurchase program ⁽¹⁾		910,991	$	140.48	910,991	$	2,387,172,782	1,073,344	$	148.10	1,073,344	$	2,217,829,256
Employee transactions ⁽²⁾		74,414	$	143.50	N/A	N/A		80,249	$	148.01	N/A	N/A

Totals	Totals
Share repurchase program ⁽¹⁾		2,375,688	$	140.11	2,375,688			2,996,684	$	145.48	2,996,684
Employee transactions ⁽²⁾		783,124	$	144.19	N/A			251,485	$	144.38	N/A
		3,158,812			2,375,688			3,248,169			2,996,684


x

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM			10-Q



	June 30, 2019			December 31, 2018
	(in millions)
Syndicated loans
Unpaid principal balance	$	1,747		$	1,743
Excess unpaid principal over fair value	(54		)	(52		)
Fair value	$	1,693		$	1,691
Fair value of loans more than 90 days past due	$	10		$	—
Fair value of loans in nonaccrual status	10			—
Difference between fair value and unpaid principal of loans more than 90 days past due, loans in nonaccrual status or both	1			—

Debt
Unpaid principal balance	$	1,864		$	1,951
Excess unpaid principal over fair value	(157		)	(208		)
Carrying value ⁽¹⁾	$	1,707		$	1,743



	September 30, 2017			December 31, 2016
	(in millions)
Syndicated loans
Unpaid principal balance	$	2,215		$	2,281
Excess unpaid principal over fair value	(70		)	(83		)
Fair value	$	2,145		$	2,198
Fair value of loans more than 90 days past due	$	12		$	8
Fair value of loans in nonaccrual status	12			8
Difference between fair value and unpaid principal of loans more than 90 days past due, loans in nonaccrual status or both	26			34

Debt
Unpaid principal balance	$	2,400		$	2,459
Excess unpaid principal over carrying value	(133		)	(140		)
Carrying value ⁽¹⁾	$	2,267		$	2,319



	June 30, 2019		December 31, 2018
	(in millions)
Available-for-Sale securities, at fair value	$	30,642	$	31,058
Mortgage loans, net	2,662		2,696
Policy and certificate loans	861		861
Other investments	1,135		1,210
Total	$	35,300	$	35,825



	September 30, 2017		December 31, 2016
	(in millions)
Available-for-Sale securities, at fair value	$	30,826	$	30,719
Mortgage loans, net	3,000		2,986
Policy and certificate loans	841		831
Other investments	1,535		1,298
Total	$	36,202	$	35,834



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017			2016
	(in millions, except per share amounts)
Revenues
Management and financial advice fees	$	1,626	$	1,464	$	4,669		$	4,289
Distribution fees	437		455		1,310			1,338
Net investment income	372		387		1,154			1,090
Premiums	348		374		1,035			1,114
Other revenues	210		330		733			832
Total revenues	2,993		3,010		8,901			8,663
Banking and deposit interest expense	12		12		34			29
Total net revenues	2,981		2,998		8,867			8,634
Expenses
Distribution expenses	850		798		2,505			2,371
Interest credited to fixed accounts	176		161		509			465
Benefits, claims, losses and settlement expenses	474		855		1,652			1,934
Amortization of deferred acquisition costs	48		163		189			360
Interest and debt expense	52		52		154			160
General and administrative expense	753		731		2,244			2,221
Total expenses	2,353		2,760		7,253			7,511
Pretax income	628		238		1,614			1,123
Income tax provision	125		23		315			209
Net income	$	503	$	215	$	1,299		$	914

Earnings per share
Basic	$	3.29	$	1.31	$	8.37		$	5.43
Diluted	$	3.24	$	1.30	$	8.24		$	5.37

Cash dividends declared per common share	$	0.83	$	0.75	$	2.41		$	2.17

Supplemental Disclosures:
Total other-than-temporary impairment losses on securities	$	—	$	—	$	(1	)	$	(2	)
Portion of loss recognized in other comprehensive income (before taxes)	—		—		—			1
Net impairment losses recognized in net investment income	$	—	$	—	$	(1	)	$	(1	)
See Notes to Consolidated Financial Statements.



	Ameriprise Financial, Inc.																				Non-controlling Interests			Total
	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. Shareholders’ Equity
	(in millions, except share data)
Balances at January 1, 2016 ⁽¹⁾	171,033,260		$	3	$	7,611	$	9,525		$	137		$	(10,338	)	$	253	$	7,191		$	1,188		$	8,379
Cumulative effect of change in accounting policies	—		—		—		1			(137		)	—			6		(130		)	(1,188		)	(1,318		)
Comprehensive income:
Net income	—		—		—		914			—			—			—		914			—			914
Other comprehensive income, net of tax	—		—		—		—			—			—			336		336			—			336
Total comprehensive income																		1,250			—			1,250
Dividends to shareholders	—		—		—		(368		)	—			—			—		(368		)	—			(368		)
Repurchase of common shares	(14,349,061	)	—		—		—			—			(1,333		)	—		(1,333		)	—			(1,333		)
Share-based compensation plans	1,812,137		—		98		—			—			62			—		160			—			160
Balances at September 30, 2016 ⁽¹⁾	158,496,336		$	3	$	7,709	$	10,072		$	—		$	(11,609	)	$	595	$	6,770		$	—		$	6,770

Balances at January 1, 2017	154,759,904		$	3	$	7,765	$	10,351		$	—		$	(12,027	)	$	200	$	6,292		$	—		$	6,292
Comprehensive income:
Net income	—		—		—		1,299			—			—			—		1,299			—			1,299
Other comprehensive income, net of tax	—		—		—		—			—			—			112		112			—			112
Total comprehensive income																		1,411			—			1,411
Dividends to shareholders	—		—		—		(379		)	—			—			—		(379		)	—			(379		)
Repurchase of common shares	(10,184,145	)	—		—		—			—			(1,323		)	—		(1,323		)	—			(1,323		)
Share-based compensation plans	3,761,769		—		252		—			—			52			—		304			—			304
Balances at September 30, 2017	148,337,528		$	3	$	8,017	$	11,271		$	—		$	(13,298	)	$	312	$	6,305		$	—		$	6,305



	September 30,
	2017			2016
	(in millions)
Cash Flows from Operating Activities
Net income	$	1,299		$	914
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization and accretion, net	176			187
Deferred income tax expense (benefit)	(58		)	(47		)
Share-based compensation	91			101
Net realized investment (gains) losses	(37		)	(1		)
Net trading (gains) losses	(5		)	(5		)
Loss from equity method investments	41			45
Net losses of consolidated investment entities	3			5
Changes in operating assets and liabilities:
Restricted and segregated investments	1			200
Deferred acquisition costs	(31		)	86
Other investments, net	(139		)	9
Policyholder account balances, future policy benefits and claims, net	(353		)	1,172
Derivatives, net of collateral	589			(676		)
Receivables	(445		)	(177		)
Brokerage deposits	(47		)	3
Accounts payable and accrued expenses	(19		)	(24		)
Other operating assets and liabilities of consolidated investment entities, net	—			(9		)
Other, net	113			239
Net cash provided by (used in) operating activities	1,179			2,022

Cash Flows from Investing Activities
Available-for-Sale securities:
Proceeds from sales	335			322
Maturities, sinking fund payments and calls	3,583			3,379
Purchases	(3,722		)	(4,666		)
Proceeds from sales, maturities and repayments of mortgage loans	348			705
Funding of mortgage loans	(372		)	(334		)
Proceeds from sales and collections of other investments	211			131
Purchase of other investments	(351		)	(144		)
Purchase of investments by consolidated investment entities	(1,092		)	(566		)
Proceeds from sales, maturities and repayments of investments by consolidated investment entities	1,087			803
Purchase of land, buildings, equipment and software	(125		)	(66		)
Other, net	(8		)	69
Net cash provided by (used in) investing activities	$	(106	)	$	(367	)
See Notes to Consolidated Financial Statements.
See Notes to Consolidated Financial Statements.



	Three Months Ended June 30, 2019
	Advice & Wealth Management		Asset Management		Annuities			Protection		Corporate & Other			Total Segments		Non-operating Revenue			Total
	(in millions)
Management and financial advice fees:
Asset management fees:
Retail	$	—	$	442	$	—		$	—	$	—		$	442	$	—		$	442
Institutional	—		111		—			—		—			111		—			111
Advisory fees	779		—		—			—		—			779		—			779
Financial planning fees	84		—		—			—		—			84		—			84
Transaction and other fees	91		47		14			2		—			154		—			154
Total management and financial advice fees	954		600		14			2		—			1,570		—			1,570

Distribution fees:
Mutual funds	182		60		—			—		—			242		—			242
Insurance and annuity	218		43		81			7		2			351		—			351
Other products	180		—		—			—		—			180		—			180
Total distribution fees	580		103		81			7		2			773		—			773

Other revenues	49		3		(2		)	—		—			50		—			50
Total revenue from contracts with customers	1,583		706		93			9		2			2,393		—			2,393

Revenue from other sources ⁽¹⁾	106		7		527			250		352			1,242		(1		)	1,241
Total segment gross revenues	1,689		713		620			259		354			3,635		(1		)	3,634
Less: Banking and deposit interest expense	36		1		—			—		2			39		—			39
Total segment net revenues	1,653		712		620			259		352			3,596		(1		)	3,595
Less: Intersegment revenues	230		14		91			15		(1		)	349		1			350
Total net revenues	$	1,423	$	698	$	529		$	244	$	353		$	3,247	$	(2	)	$	3,245



	Three Months Ended June 30, 2018
	Advice & Wealth Management		Asset Management		Annuities		Protection		Corporate & Other		Total Segments		Non-operating Revenue		Total
	(in millions)
Management and financial advice fees:
Asset management fees:
Retail	$	—	$	472	$	—	$	—	$	—	$	472	$	—	$	472
Institutional	—		109		—		—		—		109		—		109
Advisory fees	706		—		—		—		—		706		—		706
Financial planning fees	80		—		—		—		—		80		—		80
Transaction and other fees	92		48		15		2		—		157		—		157
Total management and financial advice fees	878		629		15		2		—		1,524		—		1,524

Distribution fees:
Mutual funds	184		68		—		—		—		252		—		252
Insurance and annuity	231		42		84		7		3		367		—		367
Other products	147		—		—		—		—		147		—		147
Total distribution fees	562		110		84		7		3		766		—		766

Other revenues	47		1		—		—		—		48		—		48
Total revenue from contracts with customers	1,487		740		99		9		3		2,338		—		2,338

Revenue from other sources ⁽¹⁾	76		15		523		246		332		1,192		55		1,247
Total segment gross revenues	1,563		755		622		255		335		3,530		55		3,585
Less: Banking and deposit interest expense	20		—		—		—		1		21		—		21
Total segment net revenues	1,543		755		622		255		334		3,509		55		3,564
Less: Intersegment revenues	247		12		90		13		—		362		6		368
Total net revenues	$	1,296	$	743	$	532	$	242	$	334	$	3,147	$	49	$	3,196



	Six Months Ended June 30, 2019
	Advice & Wealth Management		Asset Management		Annuities		Protection		Corporate & Other			Total Segments		Non-operating Revenue			Total
	(in millions)
Management and financial advice fees:
Asset management fees:
Retail	$	—	$	871	$	—	$	—	$	—		$	871	$	—		$	871
Institutional	—		215		—		—		—			215		—			215
Advisory fees	1,504		—		—		—		—			1,504		—			1,504
Financial planning fees	153		—		—		—		—			153		—			153
Transaction and other fees	175		93		27		4		—			299		—			299
Total management and financial advice fees	1,832		1,179		27		4		—			3,042		—			3,042

Distribution fees:
Mutual funds	353		117		—		—		—			470		—			470
Insurance and annuity	423		84		160		14		4			685		—			685
Other products	365		—		—		—		—			365		—			365
Total distribution fees	1,141		201		160		14		4			1,520		—			1,520

Other revenues	94		4		—		—		—			98		—			98
Total revenue from contracts with customers	3,067		1,384		187		18		4			4,660		—			4,660

Revenue from other sources ⁽¹⁾	211		18		1,037		503		694			2,463		2			2,465
Total segment gross revenues	3,278		1,402		1,224		521		698			7,123		2			7,125
Less: Banking and deposit interest expense	71		1		—		—		4			76		—			76
Total segment net revenues	3,207		1,401		1,224		521		694			7,047		2			7,049
Less: intersegment revenues	449		27		179		30		(3		)	682		4			686
Total net revenues	$	2,758	$	1,374	$	1,045	$	491	$	697		$	6,365	$	(2	)	$	6,363



	Six Months Ended June 30, 2018
	Advice & Wealth Management		Asset Management		Annuities		Protection		Corporate & Other			Total Segments		Non-operating Revenue		Total
	(in millions)
Management and financial advice fees:
Asset management fees:
Retail	$	—	$	952	$	—	$	—	$	—		$	952	$	—	$	952
Institutional	—		220		—		—		—			220		—		220
Advisory fees	1,397		—		—		—		—			1,397		—		1,397
Financial planning fees	148		—		—		—		—			148		—		148
Transaction and other fees	181		96		29		3		1			310		—		310
Total management and financial advice fees	1,726		1,268		29		3		1			3,027		—		3,027

Distribution fees:
Mutual funds	374		137		—		—		—			511		—		511
Insurance and annuity	453		87		168		14		4			726		—		726
Other products	292		—		—		—		—			292		—		292
Total distribution fees	1,119		224		168		14		4			1,529		—		1,529

Other revenues	88		2		—		—		—			90		—		90
Total revenue from contracts with customers	2,933		1,494		197		17		5			4,646		—		4,646

Revenue from other sources ⁽¹⁾	147		39		1,038		491		654			2,369		116		2,485
Total segment gross revenues	3,080		1,533		1,235		508		659			7,015		116		7,131
Less: Banking and deposit interest expense	36		—		—		—		2			38		—		38
Total segment net revenues	3,044		1,533		1,235		508		657			6,977		116		7,093
Less: intersegment revenues	487		24		180		29		(1		)	719		10		729
Total net revenues	$	2,557	$	1,509	$	1,055	$	479	$	658		$	6,258	$	106	$	6,364



	June 30, 2019
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Investments:
Corporate debt securities	$	—	$	8	$	—	$	8
Common stocks	1		—		1		2
Other investments	4		—		—		4
Syndicated loans	—		1,563		130		1,693
Total investments	5		1,571		131		1,707
Receivables	—		23		—		23
Total assets at fair value	$	5	$	1,594	$	131	$	1,730

Liabilities
Debt ⁽¹⁾	$	—	$	1,707	$	—	$	1,707
Other liabilities	—		61		—		61
Total liabilities at fair value	$	—	$	1,768	$	—	$	1,768



	September 30, 2017
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Investments:
Corporate debt securities	$	—	$	29	$	—	$	29
Common stocks	22		11		4		37
Other investments	4		—		—		4
Syndicated loans	—		1,963		182		2,145
Total investments	26		2,003		186		2,215
Receivables	—		9		—		9
Total assets at fair value	$	26	$	2,012	$	186	$	2,224

Liabilities
Debt ⁽¹⁾	$	—	$	2,267	$	—	$	2,267
Other liabilities	—		43		—		43
Total liabilities at fair value	$	—	$	2,310	$	—	$	2,310



	December 31, 2018
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Investments:
Corporate debt securities	$	—	$	9	$	—	$	9
Common stocks	1		1		—		2
Other investments	4		—		—		4
Syndicated loans	—		1,465		226		1,691
Total investments	5		1,475		226		1,706
Receivables	—		12		—		12
Total assets at fair value	$	5	$	1,487	$	226	$	1,718

Liabilities
Debt ⁽¹⁾	$	—	$	1,743	$	—	$	1,743
Other liabilities	—		122		—		122
Total liabilities at fair value	$	—	$	1,865	$	—	$	1,865


⁽¹⁾	The carrying value of the CLOs’ debt is set equal to the fair value of the CLOs’ assets. The estimated fair value of the CLOs’ debt was ~~$2.2~~$1.7 billion ~~and~~ ~~$2.3 billion~~ as of ~~September~~both June 30, ~~2017~~2019 and December 31, ~~2016, respectively.~~ 2018.



	Carrying Value				Weighted Average Interest Rate
	June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018
	(in millions)
Debt of consolidated CLOs due 2025-2030	$	1,707	$	1,743	3.9	%	3.7	%


⁽¹⁾	Net realized gains for the six months ended June 30, 2019 included other-than-temporary impairments (“OTTI”) on investments held by AAH, which were classified as held for sale on the Consolidated Balance Sheet as of June 30, 2019. See Note 15 for additional information.



Description of Securities	September 30, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Noncredit OTTI ⁽¹⁾
	(in millions)
Corporate debt securities	$	14,528	$	1,145	$	(23	)	$	15,650	$	—
Residential mortgage backed securities	6,740		79		(29		)	6,790		—
Commercial mortgage backed securities	3,917		62		(27		)	3,952		—
Asset backed securities	1,611		39		(4		)	1,646		5
State and municipal obligations	2,216		249		(10		)	2,455		—
U.S. government and agencies obligations	5		1		—			6		—
Foreign government bonds and obligations	292		21		(5		)	308		—
Common stocks	9		11		(1		)	19		6
Total	$	29,318	$	1,607	$	(99	)	$	30,826	$	11


⁽¹⁾	Represents the amount of ~~other-than-temporary impairment (“OTTI”)~~OTTI losses in ~~accumulated other comprehensive income (“AOCI”).~~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.



Ratings	June 30, 2019						December 31, 2018
Ratings	Amortized Cost		Fair Value		Percent of Total Fair Value		Amortized Cost		Fair Value		Percent of Total Fair Value
	(in millions, except percentages)
AAA	$	15,184	$	15,361	50	%	$	13,399	$	13,252	43	%
AA	1,124		1,310		4		1,571		1,723		5
A	3,050		3,472		12		3,667		3,899		13
BBB	8,791		9,552		31		11,102		11,290		36
Below investment grade ⁽¹⁾	942		947		3		932		894		3
Total fixed maturities	$	29,091	$	30,642	100	%	$	30,671	$	31,058	100	%



Description of Securities	December 31, 2016
	Less than 12 months						12 months or more						Total
	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	187	$	2,452	$	(33	)	38	$	377	$	(27	)	225	$	2,829	$	(60	)
Residential mortgage backed securities	127	2,533		(33		)	177	1,290		(34		)	304	3,823		(67		)
Commercial mortgage backed securities	100	1,583		(39		)	5	43		—			105	1,626		(39		)
Asset backed securities	48	524		(9		)	27	298		(7		)	75	822		(16		)
State and municipal obligations	181	374		(14		)	3	110		(21		)	184	484		(35		)
Foreign government bonds and obligations	7	30		(1		)	15	23		(6		)	22	53		(7		)
Common stocks	—	—		—			3	1		(1		)	3	1		(1		)
Total	650	$	7,496	$	(129	)	268	$	2,142	$	(96	)	918	$	9,638	$	(225	)



	Amortized Cost		Fair Value
	(in millions)
Due within one year	$	2,311	$	2,340
Due after one year through five years	6,562		6,820
Due after five years through 10 years	3,852		4,010
Due after 10 years	4,316		5,249
	17,041		18,419
Residential mortgage backed securities	6,740		6,790
Commercial mortgage backed securities	3,917		3,952
Asset backed securities	1,611		1,646
Common stocks	9		19
Total	$	29,318	$	30,826



	June 30,
	2019			2018
	(in millions)
Beginning balance	$	24		$	26
Charge-offs	(1		)	(2		)
Provisions	—			—
Ending balance	$	23		$	24

Individually evaluated for impairment	$	—		$	—
Collectively evaluated for impairment	23			24


	Loans				Percentage				Loans				Percentage
	September 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016		June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018
	(in millions)								(in millions)
East North Central	$	237	$	198	9	%	7	%	$	216	$	216	8	%	8	%
East South Central	92		88		3		3		107		107		4		4
Middle Atlantic	198		203		7		8		186		187		7		7
Mountain	253		240		9		9		249		237		9		9
New England	87		91		3		3		56		62		2		2
Pacific	785		746		28		28		813		814		30		30
South Atlantic	767		783		28		29		705		731		26		27
West North Central	215		222		8		8		205		213		8		8
West South Central	136		131		5		5		144		148		6		5
	2,770		2,702		100	%	100	%	2,681		2,715		100	%	100	%
Less: allowance for loan losses	21		21						19		19
Total	$	2,749	$	2,681					$	2,662	$	2,696


⁽¹⁾	~~DAC balances were restated for the correction of commission expense accrual for certain insurance and annuity products in the fourth quarter of 2016. See Note 1 in the 2016 10-K.~~


⁽²⁾	~~Includes a $27 million benefit related to the write-off of the deferred reinsurance liability in connection with the loss recognition on LTC business.~~



Variable Annuity Guarantees by Benefit Type⁽¹⁾	September 30, 2017							December 31, 2016
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	$	59,806	$	57,840	$	11	66	$	56,143	$	54,145	$	208		65
Five/six-year reset	8,869		6,141		13		66	8,878		6,170		22			66
One-year ratchet	6,502		6,139		12		69	6,426		6,050		110			68
Five-year ratchet	1,562		1,504		1		65	1,542		1,483		7			64
Other	1,057		1,034		58		72	965		942		86			71
Total — GMDB	$	77,796	$	72,658	$	95	66	$	73,954	$	68,790	$	433		65

GGU death benefit	$	1,103	$	1,052	$	126	69	$	1,047	$	996	$	108		68
GMIB	$	236	$	219	$	8	69	$	245	$	227	$	13		68

GMWB:
GMWB	$	2,525	$	2,517	$	2	71	$	2,650	$	2,642	$	2		70
GMWB for life	42,933		42,813		160		67	39,436		39,282		289		⁽²⁾	66
Total — GMWB	$	45,458	$	45,330	$	162	67	$	42,086	$	41,924	$	291		66

GMAB	$	3,157	$	3,153	$	—	59	$	3,484	$	3,476	$	21		59


⁽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.


⁽²⁾	~~Amount revised to reflect updated contractholder mortality assumptions at December 31, 2016.~~



	June 30, 2019			December 31, 2018
	Net Amount at Risk		Weighted Average Attained Age	Net Amount at Risk		Weighted Average Attained Age
	(in millions, except age)
UL secondary guarantees	$	6,505	66	$	6,513	66



	GMDB & GGU			GMIB			GMWB ⁽¹⁾			GMAB ⁽¹⁾			UL
	(in millions)
Balance at January 1, 2018	$	17		$	6		$	463		$	(80	)	$	489
Incurred claims	3			—			(335		)	5			53
Paid claims	(3		)	—			—			—			(13		)
Balance at June 30, 2018	$	17		$	6		$	128		$	(75	)	$	529

Balance at January 1, 2019	$	19		$	8		$	875		$	(19	)	$	659
Incurred claims	1			(1		)	422			(16		)	64
Paid claims	(3		)	—			—			—			(25		)
Balance at June 30, 2019	$	17		$	7		$	1,297		$	(35	)	$	698


	Outstanding Balance				Stated Interest Rate				Outstanding Balance						Stated Interest Rate
	September 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016		June 30, 2019			December 31, 2018			June 30, 2019		December 31, 2018
	(in millions)								(in millions)
Long-term debt:	Long-term debt:
Senior notes due 2019	$	300	$	300	7.3	%	7.3	%	$	—		$	300		—	%	7.3	%
Senior notes due 2020	750		750		5.3		5.3		750			750			5.3		5.3
Senior notes due 2022									500			—			3.0		—
Senior notes due 2023	750		750		4.0		4.0		750			750			4.0		4.0
Senior notes due 2024	550		550		3.7		3.7		550			550			3.7		3.7
Senior notes due 2026	500		500		2.9		2.9		500			500			2.9		2.9
Capitalized lease obligations	41		49
Finance lease liabilities									64			25
Other⁽¹⁾	11		18						(10		)	(8		)
Total long-term debt	2,902		2,917						3,104			2,867

Short-term borrowings:	Short-term borrowings:
Federal Home Loan Bank (“FHLB”) advances	151		150		1.3		0.8		151			151			2.6		2.6
Repurchase agreements	50		50		1.4		0.9		50			50			2.7		2.6
Total short-term borrowings	201		200						201			201
Total	$	3,103	$	3,117					$	3,305		$	3,068


~~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.~~

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock (par value $.01 per share)

New York Stock Exchange