PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in millions, except per share amounts)

Three Months Ended

Six Months Ended

June 30,

June 30,

2006

2005

2006

2005

Revenues

Management, financial advice and service fees

$
721

$
632

$
1,431

$
1,240

Distribution fees

325

289

626

577

Net investment income

522

558

1,096

1,106

Premiums

229

279

449

549

Other revenues

256

137

400

270

Total revenues

2,053

1,895

4,002

3,742

Expenses

Compensation and benefits

766

651

1,505

1,292

Interest credited to account values

307

328

631

639

Benefits, claims, losses and settlement expenses

225

238

452

456

Amortization of deferred acquisition costs

153

134

281

270

Interest and debt expense

28

19

51

36

Separation costs

84

56

151

76

Other expenses

304

278

554

536

Total expenses

1,867

1,704

3,625

3,305

Income before income tax provision and discontinued operations

186

191

377

437

Income tax provision

45

42

91

113

Income before discontinued operations

141

149

286

324

Income from discontinued operations, net of tax

—

6

—

14

Net income

$
141

$
155

$
286

$
338

Basic Earnings per Common Share

Income before discontinued operations

$
0.57

$
0.61

$
1.15

$
1.32

Income from discontinued operations, net of tax

—

0.02

—

0.05

Net income

$
0.57

$
0.63

$
1.15

$
1.37

Diluted Earnings per Common Share

Income before discontinued operations

$
0.57

$
0.61

$
1.14

$
1.32

Income from discontinued operations, net of tax

—

0.02

—

0.05

Net income

$
0.57

$
0.63

$
1.14

$
1.37

Weighted average common shares outstanding:

Basic

246.3

246.2

249.3

246.2

Diluted

248.0

246.2

250.8

246.2

Cash dividends declared per common share

$
0.11

$
—

$
0.22

$
—

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2006		2005		2006		2005
Revenues
Management, financial advice and service fees	$	720	$	687	$	2,151	$	1,927
Distribution fees	300		296		926		873
Net investment income	542		561		1,638		1,667
Premiums	244		202		693		751
Other revenues	171		127		571		397
Total revenues	1,977		1,873		5,979		5,615

Expenses
Compensation and benefits	756		703		2,261		1,995
Interest credited to account values	317		337		948		976
Benefits, claims, losses and settlement expenses	233		190		685		646
Amortization of deferred acquisition costs	87		49		368		319
Interest and debt expense	32		16		83		52
Separation costs	87		92		238		168
Other expenses	248		305		802		841
Total expenses	1,760		1,692		5,385		4,997

Income before income tax provision and discontinued operations	217		181		594		618
Income tax provision	43		58		134		171
Income before discontinued operations	174		123		460		447
Income from discontinued operations, net of tax	—		2		—		16
Net income	$	174	$	125	$	460	$	463

Basic Earnings per Common Share
Income before discontinued operations	$	0.71	$	0.50	$	1.86	$	1.82
Income from discontinued operations, net of tax	—		—		—		0.05
Net income	$	0.71	$	0.50	$	1.86	$	1.87

Diluted Earnings per Common Share
Income before discontinued operations	$	0.71	$	0.50	$	1.85	$	1.82
Income from discontinued operations, net of tax	—		—		—		0.05
Net income	$	0.71	$	0.50	$	1.85	$	1.87

Weighted average common shares outstanding:
Basic	244.5		246.2		247.6		246.2
Diluted	246.4		246.2		249.3		246.2

Cash dividends declared per common share	$	0.11	$	—	$	0.33	$	—

See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share ~~and per share amounts)~~data)

June 30,

December 31,

2006

2005

(unaudited)

Assets

Cash and cash equivalents

$
2,101

$
2,474

Investments

37,027

39,100

Receivables

2,441

2,172

Deferred acquisition costs

4,342

4,182

Separate account assets

45,751

41,561

Restricted and segregated cash

1,002

1,067

Other assets

3,385

2,565

Total assets

$
96,049

$
93,121

Liabilities and Shareholders’ Equity

Liabilities:

Future policy benefits and claims

$
31,546

$
32,731

Investment certificate reserves

4,863

5,649

Accounts payable and accrued expenses

2,975

2,780

Debt

2,419

1,833

Separate account liabilities

45,751

41,561

Other liabilities

1,260

880

Total liabilities

88,814

85,434

Shareholders’ Equity:

Common shares ($.01 par value; shares authorized, 1,250,000,000; shares issued, 252,102,473 and 249,998,206, respectively)

3

2

Additional paid-in capital

4,254

4,091

Retained earnings

3,976

3,745

Treasury shares, at cost (8,026,951 and 122,652 shares, respectively)

(332
)
—

Accumulated other comprehensive loss, net of tax

(666
)
(151
)
Total shareholders’ equity

7,235

7,687

Total liabilities and shareholders’ equity

$
96,049

$
93,121

	September 30,			December 31,
	2006			2005
	(unaudited)
Assets
Cash and cash equivalents	$	3,309		$	2,474
Investments	36,198			39,100
Receivables	2,504			2,172
Deferred acquisition costs	4,423			4,182
Separate account assets	48,834			41,561
Restricted and segregated cash	1,059			1,067
Other assets	3,177			2,565
Total assets	$	99,504		$	93,121

Liabilities and Shareholders’ Equity
Liabilities:
Future policy benefits and claims	$	30,794		$	32,731
Customer deposits	6,391			6,641
Accounts payable and accrued expenses	1,952			1,757
Debt	2,254			1,833
Separate account liabilities	48,834			41,561
Other liabilities	1,526			911
Total liabilities	91,751			85,434

Shareholders’ Equity:
Common shares ($.01 par value; shares authorized, 1,250,000,000; shares issued, 252,571,142 and 249,998,206, respectively)	3			2
Additional paid-in capital	4,291			4,091
Retained earnings	4,123			3,745
Treasury shares, at cost (10,457,760 and 122,652 shares, respectively)	(438		)	—
Accumulated other comprehensive loss, net of tax	(226		)	(151		)
Total shareholders’ equity	7,753			7,687
Total liabilities and shareholders’ equity	$	99,504		$	93,121

See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in millions)

	Six Months Ended						Nine Months Ended
	June 30,						September 30,
	2006			2005			2006			2005
Cash Flows from Operating Activities
Net income	$	286		$	338		$	460		$	463
Less: Income from discontinued operations, net of tax	—			14			—			16
Income before discontinued operations	286			324			460			447
Adjustments to reconcile income before discontinued operations to net cash provided by operating activities:
Amortization of deferred acquisition and sales inducement costs	304			290			406			347
Capitalization of deferred acquisition and sales inducement costs	(428		)	(388		)	(647		)	(582		)
Depreciation and amortization	97			83			134			131
Deferred income taxes	(36		)	33			16			65
Share-based compensation	56			22			83			36
Excess tax benefits from share-based compensation	(16		)	—			(24		)	—
Net realized investment gains	(10		)	(56		)	(25		)	(50		)
Other-than-temporary impairments and provision for loan losses	1			2			2			3
Premium and discount amortization on Available-for-Sale and other securities	63			85			94			123
Changes in operating assets and liabilities:
Segregated cash	154			(43		)	152			(50		)
Trading securities and equity method investments in hedge funds, net	27			137			145			89
Future policy benefits and claims, net	44			13			52			7
Receivables	(268		)	(296		)	(286		)	(174		)
Other assets, other liabilities, accounts payable and accrued expenses, net	262			190			154			(6		)
Net cash provided by operating activities	536			396			716			386

Cash Flows from Investing Activities
Available-for-Sale securities:
Proceeds from sales	1,185			2,311			2,125			3,477
Maturities, sinking fund payments and calls	1,696			2,164			2,552			2,705
Purchases	(1,770		)	(4,792		)	(2,233		)	(6,428		)
Open securities transactions payable and receivable, net	35			194			34			(466		)
Proceeds from sales and maturities of mortgage loans on real estate	241			280			381			446
Funding of mortgage loans on real estate	(183		)	(192		)	(308		)	(375		)
Proceeds from sales of other investments	71			107			109			152
Purchase of other investments	(101		)	(96		)	(116		)	(125		)
Purchase of land, buildings, equipment and software	(68		)	(54		)	(115		)	(95		)
Proceeds from sale of land, buildings, equipment and other	66			—			66			—
Proceeds from transfer of AMEX Assurance deferred acquisition costs							—			117
Deconsolidation of AMEX Assurance							—			(29		)
Change in restricted cash	1			338			(54		)	528
Cash transferred to American Express related to AEIDC							—			(572		)
Acquisition of bank deposits and loans, net							951			—
Other, net	(3		)	—			(2		)	1
Net cash provided by investing activities	1,170			260
Net cash provided by (used in) investing activities							3,390			(664		)

See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

(in millions)

Six Months Ended

June 30,

2006

2005

Cash Flows from Financing Activities

Investment certificates:

Payments from certificate owners

849

1,909

Interest credited to account values

97

86

Certificate maturities and cash surrenders

(1,731
)
(1,402
)
Policyholder and contractholder account values:

Consideration received

652

884

Interest credited to account values

534

553

Surrenders and death benefits

(2,398
)
(1,579
)
Proceeds from issuance of debt, net of issuance costs

516

—

Principal repayments of debt

(83
)
(11
)
Payable to American Express, net

—

19

Capital transactions with American Express, net

—

19

Repurchase of common shares

(332
)
—

Dividends paid to shareholders

(55
)
—

Exercise of stock options

10

—

Excess tax benefits from share-based compensation

16

—

Customer deposits and other, net

(167
)
(54
)
Net cash provided by (used in) financing activities

(2,092
)
424

Cash Flows from Discontinued Operations

Net cash used in operating activities

—

(1
)
Net cash provided by investing activities

—

30

Net cash provided by financing activities

—

331

Net cash provided by discontinued operations

—

360

Effect of exchange rate changes on cash

13

(8
)
Net increase (decrease) in cash and cash equivalents

(373
)
1,432

Cash and cash equivalents at beginning of period

2,474

1,078

Cash and cash equivalents at end of period

$
2,101

$
2,510

Cash and cash equivalents of discontinued operations included above:

At beginning of period

$
—

$
54

At end of period

$
—

$
414

Supplemental Disclosures:

Interest paid

$
52

$
45

Income taxes paid, net

$
137

$
142

	Nine Months Ended
	September 30,
	2006			2005
Cash Flows from Financing Activities
Investment certificates:
Payments from certificate owners	1,239			2,706
Interest credited to account values	153			143
Certificate maturities and cash surrenders	(2,431		)	(2,291		)
Policyholder and contractholder account values:
Consideration received	980			1,227
Interest credited to account values	795			833
Surrenders and other benefits	(3,620		)	(2,450		)
Proceeds from issuance of debt, net of issuance costs	516			1,351
Principal repayments of debt	(252		)	(11		)
Payable to American Express, net	—			(1,316		)
Capital transactions with American Express, net	—			1,256
Dividends paid to American Express	—			(53		)
Dividends paid to shareholders	(82		)	—
Repurchase of common shares	(438		)	—
Exercise of stock options	11			—
Excess tax benefits from share-based compensation	24			—
Universal life insurance policy loans:
Repayment	71			71
Issuance	(96		)	(77		)
Customer deposits and other, net	(162		)	(73		)
Net cash provided by (used in) financing activities	(3,292		)	1,316

Cash Flows from Discontinued Operations
Net cash provided by operating activities	—			46
Net cash used in investing activities	—			(10		)
Net cash provided by financing activities	—			482
Net cash provided by discontinued operations	—			518

Effect of exchange rate changes on cash	21			(14		)
Net increase in cash and cash equivalents	835			1,542
Cash and cash equivalents at beginning of period	2,474			1,078
Cash and cash equivalents at end of period	$	3,309		$	2,620

Cash and cash equivalents of discontinued operations included above:
At beginning of period	$	—		$	54
At end of period	$	—		$	—

Supplemental Disclosures:
Interest paid	$	57		$	74
Income taxes paid, net	$	185		$	94
Non-cash dividend of AEIDC to American Express	$	—		$	164

See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2006 AND 2005

(in millions, except share amounts)

	Number of Outstanding Shares		Common Shares		Additional Paid-In Capital		Retained Earnings			Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Total			Number of Outstanding Shares		Common Shares		Additional Paid-In Capital			Retained Earnings			Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Total
Balances at December 31, 2004	100		$	—	$	2,907	$	3,415		$	—		$	380		$	6,702		100		$	—	$	2,907		$	3,415		$	—		$	380		$	6,702
Comprehensive income:
Net income	—		—		—		338			—			—			338										463									463
Unrealized holding losses on securities, net	—		—		—		—			—			(49		)	(49		)
Unrealized derivative losses, net	—		—		—		—			—			(12		)	(12		)
Change in unrealized holding gains on securities, net																																(409		)	(409		)
Change in unrealized derivative losses, net																																17			17
Foreign currency translation adjustment	—		—		—		—			—			(5		)	(5		)														(8		)	(8		)
Total comprehensive income	—		—		—		—			—			—			272																			63
Cash dividends paid to American Express																										(53		)							(53		)
Non-cash dividends paid to American Express																										(164		)							(164		)
Share-based incentive employee compensation plan																							(67		)										(67		)
Stock split of common shares issued and outstanding																			246,148,900		2		(2		)										—
Capital transactions with American Express, net	—		—		19		—			—			—			19							1,256												1,256
Balances at June 30, 2005	100		$	—	$	2,926	$	3,753		$	—		$	314		$	6,993
Balances at September 30, 2005																			246,149,000		$	2	$	4,094		$	3,661		$	—		$	(20	)	$	7,737

Balances at December 31, 2005	249,875,554		$	2	$	4,091	$	3,745		$	—		$	(151	)	$	7,687		249,875,554		$	2	$	4,091		$	3,745		$	—		$	(151	)	$	7,687
Comprehensive loss:
Comprehensive income:
Net income	—		—		—		286			—			—			286										460									460
Unrealized holding losses on securities, net	—		—		—		—			—			(518		)	(518		)
Change in unrealized holding losses on securities, net																																(74		)	(74		)
Change in unrealized derivative gains, net																																(5		)	(5		)
Foreign currency translation adjustment	—		—		—		—			—			3			3																4			4
Total comprehensive loss	—		—		—		—			—			—			(229		)
Total comprehensive income																																			385
Dividends paid to shareholders	—		—		—		(55		)	—			—			(55		)								(82		)							(82		)
Treasury shares	(7,904,299	)	—		—		—			(332		)	—			(332		)	(10,335,108	)									(438		)				(438		)
Share-based compensation plans	2,104,267		1		163		—			—			—			164			2,572,936		1		200												201
Balances at June 30, 2006	244,075,522		$	3	$	4,254	$	3,976		$	(332	)	$	(666	)	$	7,235
Balances at September 30, 2006																			242,113,382		$	3	$	4,291		$	4,123		$	(438	)	$	(226	)	$	7,753

See Notes to Consolidated Financial Statements.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The accompanying Consolidated Financial Statements include the accounts of Ameriprise Financial, Inc. (“Ameriprise Financial”), companies in which it directly or indirectly has a controlling financial interest, variable interest entities in which it is the primary beneficiary and certain limited partnerships for which it is the general partner (collectively, the “Company”). All material intercompany transactions and balances between or among Ameriprise Financial and its subsidiaries and affiliates have been eliminated in consolidation. Ameriprise Financial is a holding company which primarily conducts business through its subsidiaries to provide financial planning, products and services that are designed to offer solutions for its clients’ asset accumulation, income and protection needs.

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The interim financial information in this report has not been audited. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods have been made. All adjustments made were of a normal, recurring nature. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. These Consolidated Financial Statements and Notes should be read in conjunction with the Consolidated Financial Statements and Notes which are incorporated by reference in the Annual Report on Form 10-K of Ameriprise Financial, Inc. for the year ended December 31, 2005, filed with the Securities and Exchange Commission (“SEC”) on March 8, 2006.

~~Certain reclassifications~~Customer deposits on the Consolidated Balance Sheets include payments from investment certificate owners and deposits of banking and brokerage customers. Reclassifications of prior period amounts have been made to conform to the current presentation. Additionally, all share and per share information for the three months and six months ended June 30, 2005 have been retroactively adjusted for the stock split of the Company’s common shares as of September 30, 2005 into 246.2 million common shares. The Company ~~also~~ revised the presentation of its previously reported segment data for the three months and ~~six~~nine months ended ~~June~~September 30, 2005 to conform to the segment reporting changes implemented by the Company as of January 1, 2006.

On February 1, 2005, the American Express Company (“American Express”) Board of Directors announced its intention to pursue the disposition of 100% of its shareholdings in Ameriprise Financial (the “Separation”) through a tax-free distribution to American Express shareholders. Effective as of the close of business on September 30, 2005, American Express completed the ~~separation~~Separation of Ameriprise Financial and the distribution of Ameriprise Financial common shares to American Express shareholders (the “Distribution”). Prior to the Distribution, Ameriprise Financial had been a wholly owned subsidiary of American Express. For the periods preceding the Distribution, Ameriprise Financial prepared its Consolidated Financial Statements as if it had been a stand-alone company. In the preparation of the Consolidated Financial Statements for the periods preceding the Distribution, Ameriprise Financial made certain allocations of expenses that its management believed to be a reasonable reflection of costs it would have otherwise incurred as a stand-alone company but were paid by American Express.

2. Recent Accounting Pronouncements

In ~~June~~September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS 158”). SFAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. Comprehensive income will also include gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost. In addition, SFAS 158 requires an employer to disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits and transition asset or obligation. These requirements are effective for the fiscal years ending after December 15, 2006. SFAS 158 also requires an employer to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position. This requirement is effective for fiscal years ending after December 15, 2008. The Company does not believe the impact of the adoption of SFAS 158 will have a material effect on the consolidated results of operations and financial condition.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements.

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

2. Recent Accounting Pronouncements (continued)

Accordingly, SFAS 157 does not require any new fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted provided that the entity has not issued financial statements for any period within the year of adoption. The provisions of SFAS 157 are required to be applied prospectively as of the beginning of the fiscal year in which SFAS 157 is initially applied, except for certain financial instruments as defined in SFAS 157 which will require retrospective application of SFAS 157. The transition adjustment, if any, will be recognized as a cumulative-effect adjustment to the opening balance of retained earnings for the fiscal year of adoption. The Company is currently evaluating the impact of SFAS 157 on its consolidated results of operations and financial condition.

In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 addresses quantifying the financial statement effects of misstatements, specifically, how the effects of prior year uncorrected errors must be considered in quantifying misstatements in the current year financial statements. SAB 108 does not change the SEC staff’s previous positions in SAB 99, “Materiality,” regarding qualitative considerations in assessing the materiality of misstatements. SAB 108 is effective for fiscal years ending after November 15, 2006. In the initial year of adoption, the cumulative effect of applying SAB 108, if any, will be recorded as an adjustment to the beginning balance of retained earnings. The Company is currently evaluating the impact of SAB 108 on its consolidated results of operations and financial condition.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a ~~two-step process to recognize~~recognition threshold and ~~measure~~measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The first step is to determine whether a tax position has met the more-likely-than-not recognition threshold and the second step is to measure a tax position that meets the threshold to determine the amount of benefit to recognize. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of FIN 48 on ~~the Company’s~~its consolidated results of operations and financial condition.

In February 2006, the FASB issued Statement of Financial Accounting Standards ~~(“SFAS”)~~ No. 155, “Accounting for Certain Hybrid Financial ~~Instruments-an amendment of~~Instruments” (“SFAS 155”). SFAS 155 amends FASB ~~Statements~~Statement No. 133, “Accounting for Derivative Instruments and ~~140.”~~ Hedging Activities” (“SFAS 133”) and FASB Statement No. ~~155 improves~~140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 140”). SFAS 155: (1) permits fair value remeasurement for any hybrid financial ~~reporting by eliminating~~instrument that contains an embedded derivative that otherwise would require bifurcation; (2) clarifies which interest-only and principal-only strips are not subject to the ~~exemption from applying~~requirements of SFAS ~~No. 133~~133; (3) establishes a requirement to evaluate interests in securitized financial assets soto identify interests that ~~similar~~are freestanding derivatives or that are hybrid financial instruments ~~are accounted for similarly regardless~~that contain an embedded derivative requiring bifurcation; (4) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and (5) amends SFAS 140 to eliminate the ~~instruments. It also improves financial reporting by allowing~~prohibition on a ~~preparer to elect fair value measurement at acquisition, at issuance, or when~~qualifying special-purpose entity from holding a ~~previously recognized~~derivative financial instrument ~~is subject~~that pertains to a ~~remeasurement (new basis) event, on an instrument-by-instrument basis, in cases in which a~~beneficial interest other than another derivative ~~would otherwise have to be bifurcated.~~financial instrument. SFAS~~No.~~ 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s ~~first~~ fiscal year that begins after September 15, 2006. At adoption, the fair value election may also be applied to hybrid financial instruments that have been bifurcated under SFAS 133 prior to adoption of this Statement. Any changes resulting from the adoption of this Statement should be recognized as a cumulative effect adjustment to beginning retained earnings. The Company is currently evaluating the impact of SFAS ~~No.~~ 155 on ~~the Company’s~~its consolidated results of

~~AMERIPRISE FINANCIAL, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

2. ~~Recent Accounting Pronouncements (continued)~~

operations and financial condition.

In September 2005, the American Institute of Certified Public Accountants issued Statement of Position (“SOP”) 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”). SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs on internal replacements of insurance and investment contracts other than those specifically described in ~~SFAS~~Statement of Financial Accounting Standards No. 97, “Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments.” SOP 05-1 is effective for internal replacements occurring in fiscal years beginning after December 15, 2006, with earlier adoption encouraged. The Company currently accounts for many types of internal replacements as continuations of the existing contract and does not consider these transactions as surrenders in setting deferred acquisition cost (“DAC”) valuation assumptions. Some of these transactions will not qualify as

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

2. Recent Accounting Pronouncements (continued)

continuations under SOP 05-1 and the Company may need to increase certain policy surrender assumptions and record a reduction in DAC as a cumulative change in accounting principle when it adopts SOP 05-1. This may result in quarterly DAC amortization expense that is higher or lower than under the Company’s current accounting policy.The Company is currently evaluating the impact of SOP 05-1 on ~~the Company’s~~its consolidated results of operations and financial condition.

In June 2005, the FASB approved Emerging Issues Task Force (“EITF”) Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-5”). EITF 04-5 provides guidance on whether a partnership should be consolidated by one of its partners. EITF 04-5 was effective for general partners of all new limited partnerships formed and for existing limited partnerships for which the partnership agreements were modified after June 29, 2005. For general partners in all other limited partnerships, this guidance was effective no later than January 1, 2006. The adoption of EITF 04-5 resulted in the consolidation of certain limited partnerships for which the Company is the general partner. The effect of this consolidation as of January 1, 2006 was a net increase in total assets and total liabilities of $427 million, consisting of $14 million of investments (net of $153 million of investments as of December 31, 2005 previously accounted for under the equity method), $89 million of restricted cash, $324 million of other assets, $291 million of other liabilities and $136 million of non-recourse debt. The adoption of EITF 04-5 had no net effect on consolidated net income.

3. Separation and Distribution from American Express and Discontinued Operations

American Express has historically provided a variety of corporate and other support services for the Company, including information technology, treasury, accounting, financial reporting, tax administration, human resources, marketing, legal, procurement and other services. Following the Distribution, American Express continued to provide the Company with many of these services pursuant to transition services agreements for periods of up to two years or more, if extended by mutual agreement of the Company and American Express. The Company has terminated or will terminate a particular service after it has completed the procurement of the designated service through arrangements with third parties or through the Company’s own employees.

The Company has incurred significant non-recurring separation costs as a result of the Distribution. These costs have primarily included advisor and employee retention program costs, costs associated with establishing the Ameriprise Financial brand and costs to separate and reestablish the Company’s technology platforms.

Effective July 1, 2005, the Company’s subsidiary, AMEX Assurance Company (“AMEX Assurance”), ceded 100% of its travel insurance and card related business offered to American Express customers to an American Express subsidiary for an arm’s length ceding fee. The Company entered into an agreement to sell the AMEX Assurance legal entity to a subsidiary of American Express within two years after the Distribution for a fixed price equal to the net book value of AMEX Assurance as of the Distribution or approximately $115 million. These transactions created a variable interest entity under GAAP for which the Company is not the primary beneficiary. Accordingly, the Company deconsolidated AMEX Assurance for GAAP purposes as of September 30, 2005.

Effective August 1, 2005, the Company transferred its 50% ownership interest and the related assets and liabilities of its subsidiary, American Express International Deposit Company (“AEIDC”), to American Express for $164 million through a non-cash dividend equal to the net book value excluding $26 million of net unrealized investment losses of AEIDC. In connection with the AEIDC transfer, American Express paid the Company a $164 million capital contribution. The results of operations and cash flows of AEIDC in 2005 are shown as discontinued operations in the accompanying Consolidated Financial Statements. ~~The~~For the three months and nine months ended September 30, 2005, the discontinued operations of AEIDC included revenues of $24 million and $165 million, respectively, and pretax income of ~~$71~~$3 million and $9$25 million, ~~respectively, for~~respectively.

4. Ameriprise Bank, FSB

On September 29, 2005, the ~~three months ended June 30, 2005~~Company and ~~$141 million~~American Express Bank, FSB (“AEBFSB”), a subsidiary of American Express, entered into a Purchase and ~~$22 million, respectively, for~~Assumption Agreement (the “Agreement”) pursuant to which the ~~six months ended June 30, 2005.~~Company agreed to purchase assets and assume liabilities, primarily consumer loans and deposits of AEBFSB, upon obtaining a federal savings bank charter. In

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

4. Ameriprise Bank, FSB (continued)

September 2006, the Company and AEBFSB entered into amendments to the Agreement, pursuant to which the Company agreed to acquire the assets and liabilities from AEBFSB in three phases. Ameriprise Bank, FSB (“Ameriprise Bank”), a wholly owned subsidiary of the Company, commenced operations in September 2006 subsequent to obtaining the charter and began to execute the agreement with AEBFSB. For the first phase, which closed on September 18, 2006, Ameriprise Bank acquired $12 million of customer loans, assumed $963 million of customer deposits and received cash of $951 million from AEBFSB. Ameriprise Bank recorded the assets acquired and liabilities assumed at fair value. Ameriprise Bank completed the second phase of the agreement in October 2006 with the purchase of $49 million of customer loans for cash consideration. For the final phase, approximately $440 million in customer loans are expected to be purchased by Ameriprise Bank in November 2006 for cash consideration.

Separately, on October 23, 2006, the Company acquired $33 million of secured loans from American Express Credit Corporation. These loans were made to the Company’s customers and are secured by the customers’ investment assets and/or insurance policies and will be serviced by Ameriprise Bank.

5. Investments

The following is a summary of ~~investments for the periods indicated:~~investments:

	June 30, 2006		December 31, 2005		September 30, 2006		December 31, 2005
	(in millions)				(in millions)
Available-for-Sale securities, at fair value	$	32,187	$	34,217	$	31,512	$	34,217
Mortgage loans on real estate, net	3,089		3,146		3,071		3,146
Trading securities, at fair value and equity method investments in hedge funds	666		676		551		676
Policy loans	633		616		645		616
Other investments	452		445		419		445
Total	$	37,027	$	39,100	$	36,198	$	39,100

The Company began consolidating certain limited partnerships as a result of its adoption of EITF 04-5 as of January 1, 2006. The fair value of trading securities of certain of these consolidated limited partnerships was ~~$181~~$179 million at ~~June~~September 30, 2006 and was $167 million as of January 1, 2006. At December 31, 2005, prior to the Company’s adoption of EITF 04-5, the fair value of trading securities under the equity method related to these limited partnerships was $153 million.

The following is a summary of Available-for-Sale securities by ~~type for the periods indicated:~~type:

June 30, 2006	Amortized Cost		Gross Unrealized Investment Gains		Gross Unrealized Investment Losses			Fair Value
September 30, 2006										Amortized Cost		Gross Unrealized Investment Gains		Gross Unrealized Investment Losses			Fair Value
	(in millions)									(in millions)
Corporate debt securities	$	18,076	$	122	$	(709	)	$	17,489	$	17,464	$	175	$	(389	)	$	17,250
Mortgage and other asset-backed securities	13,230		19		(451		)	12,798		12,685		36		(228		)	12,493
Structured investments	40		—		—			40		43		—		—			43
State and municipal obligations	978		12		(18		)	972		1,030		30		(4		)	1,056
U.S. government and agencies obligations	376		10		(11		)	375		375		14		(6		)	383
Foreign government bonds and obligations	118		10		—			128		113		15		—			128
Common and preferred stocks	52		4		—			56		52		7		—			59
Other debt	329		—		—			329		100		—		—			100
Total	$	33,199	$	177	$	(1,189	)	$	32,187	$	31,862	$	277	$	(627	)	$	31,512

AMERIPRISE FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

5. Investments (continued)

December 31, 2005	Amortized Cost		Gross Unrealized Investment Gains		Gross Unrealized Investment Losses			Fair Value
	(in millions)
Corporate debt securities	$	18,632	$	291	$	(300	)	$	18,623
Mortgage and other asset-backed securities	14,071		50		(211		)	13,910
Structured investments	37		—		—			37
State and municipal obligations	879		23		(5		)	897
U.S. government and agencies obligations	377		17		(7		)	387
Foreign government bonds and obligations	128		17		—			145
Common and preferred stocks	11		3		—			14
Other debt	204		—		—			204
Total	$	34,339	$	401	$	(523	)	$	34,217

The majority of the gross unrealized investment losses related to corporate debt securities and substantially all of the gross unrealized investment losses related to mortgage and other asset-backed securities ~~was~~were attributable to changes in interest rates. A small portion of the gross unrealized investment losses, particularly related to corporate debt securities, was also attributable to credit spreads and specific issuer credit events.

~~AMERIPRISE FINANCIAL, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

Gross realized investment gains and losses on Available-for-Sale securities and other-than-temporary impairments on Available-for-Sale securities included in net investment income were as follows:

On May 26, 2006, the Company issued $500 million of unsecured junior subordinated notes (“junior notes”) and incurred debt issuance costs of $6 million. For the initial ten-year period, the junior notes carry a fixed interest rate of 7.518% payable semi-annually in arrears on June 1 and December 1. From June 1, 2016 until the maturity date, interest on the junior notes will accrue at an annual rate equal to the three-month LIBOR plus a margin equal to 290.5 basis points, payable quarterly in arrears. The Company has the option to defer interest payments, subject to certain limitations. In addition, interest payments are mandatorily deferred if the Company does not meet specified capital adequacy, net income ~~and~~or shareholders’ equity levels. Upon an optional or

mandatory deferral, the Company is subject to certain restrictions on dividends or distributions related to its capital stock, as well as payments of principal, interest or guarantees related to debt securities issued by the Company or its subsidiaries that rank equally with or junior to the junior ~~subordinated~~ notes. The junior ~~subordinated~~ notes mature June 1, 2066. The Company may redeem the junior notes, in whole or in part, on or after June 1, 2016 at the par redemption amount specified in the indenture agreement, as amended, provided that if the junior notes are not redeemed in whole, at least $50 million aggregate principal amount of the junior notes (excluding any junior notes held by the Company or any of its affiliates) remains outstanding after the redemption. Prior to June 1, 2016, the Company may redeem the junior notes in whole but not in part at any time at the make-whole redemption amount specified in the indenture agreement, as amended. The net proceeds from the issuance were for general corporate purposes.

In June 2005, the Company entered into interest rate swap agreements totaling $1.5 billion which qualified as cash flow hedges related to planned debt offerings. In November 2005, the Company issued $1.5 billion of senior notes and terminated the swap agreements. The related gain on the swap agreements of $71 million was recorded to accumulated other comprehensive income and is being amortized as a reduction to interest expense over the period in which the hedged cash flows are expected to occur. Considering the impact of the hedge credits, the effective interest rates on the senior notes due 2010 and 2015 are 4.8% and 5.2%, respectively.

The Company began consolidating certain limited partnerships, including certain property fund limited partnerships, as a result of its adoption of EITF 04-5 as of January 1, 2006. The property funds of these limited partnerships are managed by the Company’s subsidiary, Threadneedle Asset Management Holdings Ltd. The ~~floating rate revolving credit borrowings at June 30, 2006 are~~effect of this consolidation included an increase of $136 million in non-recourse debt related to the property funds. ~~The~~On September 1, 2006, the partnerships repaid the outstanding non-recourse debt ~~will be extinguished with the cash flows from the sale of the~~

~~AMERIPRISE FINANCIAL, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

~~investments held within the~~ ~~partnerships, with $93 million~~following a restructuring of the ~~debt due in 2009 and $72 million of the debt due in 2011.~~ ~~Additionally, this debt is hedged using interest rate swaps which effectively convert the floating rates to a fixed rate.~~partnership capital.

The fixed and floating rate notes due 2011 are non-recourse debt of a consolidated variable interest entity, or collateralized debt obligation (“CDO”). The debt will be extinguished from the cash flows of the investments held within the portfolio of the CDO, which assets are held for the benefit of the CDO debt holders. The related interest expense on these notes is reflected in net investment income on the Consolidated Statements of Income.

The Ameriprise Financial 2005 Incentive Compensation Plan (“2005 ICP”), approved as of September 30, 2005, allows for the grant of stock and cash incentive awards to employees, directors and independent contractors, including stock options, restricted stock awards, restricted stock units, performance shares and similar awards. In accordance with the Employee Benefits Agreement (“EBA”) entered into between the Company and American Express as part of the Distribution, all American Express stock options and restricted stock awards held by the Company’s employees which had not vested on or before December 31, 2005 were substituted by a stock option or restricted stock award issued under the 2005 ICP. All American Express stock options and restricted stock awards held by the Company’s employees that vested on or before December 31, 2005 remained American Express stock options or restricted stock awards. In addition, the Ameriprise Financial Deferred Equity Program for Independent Financial Advisors, approved as of September 30, 2005, provides independent financial advisors with a tax deferred method to own the Company’s stock.

For the three months and ~~six~~nine months ended ~~June~~September 30, 2006, the Company recognized expense of ~~$32~~$27 million and ~~$56~~$83 million, respectively, related to awards under ~~its 2005 ICP.~~these share-based compensation plans. For the three months and ~~six~~nine months ended ~~June~~September 30, 2005, the Company recognized expense of $8$14 million and ~~$22~~$36 million, respectively, related to American Express stock options and American Express restricted stock awards granted to the Company’s employees. In addition, the Company recognized separation costs of $22 million and ~~$36~~$58 million during the three months and ~~six~~nine months ended ~~June~~September 30, 2005, respectively, related to a 2005 advisor retention and incentive bonus program. The bonuses earned under this program through December 31, 2005 were converted to 2.0 million share-based awards effective as of the vesting date of January 1, 2006.

As of ~~June~~September 30, 2006, total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the ~~2005 ICP~~share-based compensation plans was ~~$188~~$190 million. That cost is expected to be recognized over a weighted-average period of ~~2.6~~3.1 years. Pursuant to the 2005 ICP, restricted shares that are forfeited or, at the holder’s option, are withheld to offset tax withholding obligations that occur upon vesting and release of restricted shares, are recorded as treasury shares. At ~~June~~September 30, 2006 and December 31, 2005, treasury shares held for reissuance under the 2005 ICP were ~~620,918~~703,057 shares and 107,504 shares, respectively.

The Company’s effective tax rates were ~~24.3%~~19.8% and ~~24.2%~~22.6% for the three months and ~~six~~nine months ended ~~June~~September 30, 2006, respectively. The Company’s effective tax rates on income before discontinued operations for the three months and ~~six~~nine months ended ~~June~~September 30, 2005 were ~~21.5%~~32.0% and ~~25.9%~~27.7%, respectively. The effective tax ~~rate for the three months ended June 30, 2006, was~~rates are impacted by ~~$5 million~~the levels of ~~non-tax deductible charges.~~pretax income relative to tax advantaged items in each period. The effective tax rates for the three months and ~~six~~nine months ended ~~June~~September 30, 2006 reflect a $13 million tax benefit related to the finalization of the prior year tax returns. The effective tax rates for the three months and nine months ended September 30, 2005 reflect the net effect of a $20 million tax expense applicable to prior years and a $7 million tax benefit related to the finalization of the prior year tax returns. The effective tax rate for the nine months ended September 30, 2005 also reflects $3 million in tax benefits related to an IRS audit of prior ~~year~~years tax returns. The lower effective tax rate for the six months ended June 30, 2006 compared to the six months ended June 30, 2005 primarily reflects the levels of pretax income compared to tax advantaged items in each period. In addition, the effective tax rates for the six months ended June 30, 2006 and 2005 were impacted by the levels of non-tax deductible charges in each period.

The Company is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. Included in deferred tax assets is a significant deferred tax asset relating to capital losses realized for tax return purposes and capital losses that have been recognized for financial statement purposes but not yet for tax return purposes. Under current U.S. federal income tax law, capital losses generally must be used against capital gain income within five years of the year in which the capital losses are recognized for tax purposes. Deferred tax assets at ~~June~~September 30, 2006 included ~~$231~~$180 million in capital loss carryforwards that expire December 31, 2009. Based on analysis of the Company’s tax position, management believes it is more likely than not that the results of future operations and implementation of tax planning strategies will generate sufficient taxable income to enable the Company

~~AMERIPRISE FINANCIAL, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)~~

to utilize all of its deferred tax assets. Accordingly, no valuation allowance for deferred tax assets was established as of ~~June~~September 30, 2006 and December 31, 2005.

The Company’s Tax Allocation Agreement with American Express, dated as of September 30, 2005, governs the allocation of consolidated U.S. federal and applicable combined or unitary state and local income tax liabilities between American Express and the Company for tax periods prior to September 30, 2005. In addition, this Tax Allocation Agreement provides for certain restrictions and indemnities in connection with the tax treatment of the Distribution and addresses other tax-related matters.

The computations of basic and diluted earnings per share for the three months and ~~six~~nine months ended ~~June~~September 30, 2006 and 2005 are as follows:

Basic weighted average shares for the three months and ~~six~~nine months ended ~~June~~September 30, 2006 include ~~1.9~~1.3 million and ~~2.0~~1.8 million, respectively, of vested, nonforfeitable restricted stock units and 3.9 million and 3.9 million, respectively, of nonvested, restricted stock awards that are forfeitable but receive nonforfeitable dividends. Potentially dilutive securities include nonqualified stock options and other share-based awards. The Company had no dilutive shares outstanding for the three months and ~~six~~nine months ended ~~June~~September 30, 2005, because all share-based compensation was granted on American Express common shares until September 30, 2005. Under the EBA, all American Express stock options and restricted stock awards held by the Company’s employees ~~which~~who were not vested on or before December 31, 2005 were substituted with an award based on the Company’s common stock.

The Company has two main operating segments: Asset Accumulation and Income (“AA&I”) and Protection, as well as a Corporate and Other (“Corporate”) segment. ~~The two main operating segments are aligned with the financial solutions the Company offers to address its clients’ needs.~~ Effective January 1, 2006, the Company implemented a new automated internal business unit revenue and expense reporting process to better reflect how management reviews and evaluates the operations of its segments. These changes, which were applied retroactively to all segment information for all periods presented, had no effect on consolidated results of operations or financial position.

The new process required the following changes in segment information as previously presented:

· the realignment of the Company’s subsidiary, Securities America Financial Corporation (“SAFC”), under the
AA&I segment from the Corporate segment;

· the reallocation of all interest on corporate debt from the AA&I and Protection segments to the Corporate segment;

· the reallocation of investment income to segments to better reflect management’s determination of liabilities and capital required for each segment;

· the reallocation of technology expenses from the Corporate segment to the AA&I and Protection segments to occur on a quarterly rather than an annual basis;

· the reallocation of certain corporate overhead expenses from the AA&I and Protection segments to the Corporate segment, such as certain senior management compensation and related expense and expenses attributable to the Corporate Secretary, Public Affairs and Investor Relations departments, as well as other corporate-related activities, as they do not directly relate to the AA&I and Protection segments; and

· the reallocation of excess capital not required by the AA&I and Protection segments and related investment income to the Corporate segment.

The AA&I segment offers products and services, both the Company’s and other companies’, to help the Company’s retail clients address identified financial objectives related to asset accumulation and income management. Products and services in this segment are related to financial advice services, asset management, brokerage and banking, and include mutual funds, wrap accounts, variable and fixed annuities, brokerage accounts and investment certificates. This operating segment also serves institutional clients by providing investment management services in separately managed accounts, sub-advisory, alternative investments and 401(k) markets. The Company earns revenues in this segment primarily through fees it receives based on managed assets and annuity separate account assets. These fees are impacted by both market movements and net asset flows. The Company also earns net investment income on owned assets, principally supporting the fixed annuity ~~account balances~~business and ~~other annuity and certificate~~capital supporting the business, and distribution fees on sales of mutual funds and other products. This segment includes the results of SAFC, which through its operating subsidiary, Securities America, Inc. (“SAI”), operates its own separately branded distribution network.

The Protection segment offers a variety of protection products, both the Company’s and other companies’, including life, disability income, long term care and auto and home insurance to address the identified protection and risk management needs of the Company’s retail clients. The Company earns revenues in this operating segment primarily through premiums, fees and charges that the Company receives to assume insurance-related risk, fees the Company receives on assets supporting variable universal life separate account ~~assets,~~balances, and net investment income on owned assets ~~principally~~ supporting fixed variable universal life/universal life ~~account balances~~accounts, other insurance reserves and ~~other insurance~~capital supporting the business.

The Corporate segment consists of income derived from financial planning fees, corporate level assets and unallocated corporate expenses. This segment also includes non-recurring costs associated with the Company’s separation from American Express.

The following is a summary of segment revenues, pretax segment income (loss) and reconciliation to consolidated income before income tax provision and discontinued operations and consolidated net income:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) should be read in conjunction with our Consolidated Financial Statements and ~~related notes~~Notes presented in Item 1. This discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed under “Forward-Looking Statements.” We believe it is useful to read our MD&A in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission (“SEC”) on March 8, 2006, as well as our current reports on Form 8-K and other publicly available information.

We are a leading financial planning and services company with more than 12,000 financial advisors and registered representatives that provide solutions for clients’ asset accumulation, income management and insurance protection needs. Our financial advisors deliver tailored solutions to clients through a comprehensive and personalized financial planning approach built on a long-term relationship with a knowledgeable advisor. We focus on meeting the retirement-related financial needs of the mass affluent. We also offer asset management products and services to institutional clients. We have two main operating segments: Asset Accumulation and Income (“AA&I”) and Protection, as well as a Corporate and Other (“Corporate”) segment. Our two main operating segments are aligned with the financial solutions we offer to address our clients’ needs. The products and services we provide retail customers, and to a lesser extent, institutional customers, are the primary source of our revenues and net income. Revenues and net income are significantly impacted by the relative investment performance and the total value and composition of assets we manage and administer for our retail and institutional ~~clients.~~clients as well as the distribution fees we receive from other companies. These factors, in turn, are largely determined by overall investment market performance and the depth and breadth of our individual client relationships.

It is our management’s priority to increase shareholder value over a multi-year horizon by achieving our financial targets, on average and over time. We measure progress against these goals excluding the impact of our separation from American Express Company (“American Express”), specifically, discontinued operations, non-recurring separation costs and AMEX Assurance Company (“AMEX Assurance”). Our financial targets are:

Our revenues in the ~~second~~third quarter of 2006 were ~~$2.1~~$2.0 billion, an increase of ~~13%~~5% over the same period last year after excluding ~~$76~~a $12 million ofreduction to revenues related to AMEX Assurance ~~revenues from~~in the prior year, reflecting ~~solid~~fundamental improvement in asset-based fees and premiums and the negative impact of the sale of our defined contribution recordkeeping business in the second quarter of 2006, which reduced revenue growth for the quarter by 1%. Our revenue growth for the third quarter of 2006 was also impacted by a decline in ~~retail client activity.~~net investment income and a decline in distribution fees due to the sales shift from loaded mutual funds to load-waived mutual funds within our wrap products.

Our consolidated net income for the three months ended September 30, 2006 was $174 million, up $51 million from income before discontinued operations of $123 million for the three months ended September 30, 2005. Return on equity excluding discontinued operations for the trailing twelve months ended September 30, 2006 was 7.6% compared to 9.9% for the trailing twelve months ended September 30, 2005. Income before discontinued operations excluding non-recurring separation costs and AMEX Assurance rose ~~22%~~29% to ~~$195~~$231 million in the ~~second~~third quarter of 2006 from ~~$160~~$179 million in the ~~second~~third quarter of 2005. Adjusted return on equity for the trailing twelve months ended ~~June~~September 30, 2006 ~~was 10.7% compared~~rose to 11.2% from adjusted return on equity of ~~10.2%~~10.4% for the ~~year~~trailing twelve months ended ~~December 31,~~September 30, 2005.

We continue to focus on meeting the financial needs and aspirations of the mass affluent – individuals with $100,000 to $1 million in investable assets – through a financial planning relationship. Our mass affluent clients, those individuals with $100,000 or more in invested assets or comparable product values with us, as of ~~June~~September 30, 2006 increased 8%7% over ~~June~~September 30, 2005. ~~A significant portion~~For the first nine months of 2006, 59% of these new mass affluent clients joined us through a financial planning relationship.

Gross dealer concession (“GDC”) per branded advisor, an internal measure of advisor productivity, increased by ~~14%~~13% for the ~~second~~third quarter of 2006 over the ~~second~~third quarter of last year, ~~reflecting~~primarily driven by a ~~12%~~31% increase in ~~branded advisor cash sales combined with continued strong net flows into advisor managed~~ wrap ~~accounts.~~account balances. Our annual franchisee advisor retention as of ~~June~~September 30, 2006 ~~remained high at 91% and is consistent with~~improved to 93%, up from the annual retention rates as of the end of the previous four quarterly ~~periods.~~periods of 91%.

Our owned, managed and administered assets increased to ~~$427.9~~$440 billion at ~~June~~September 30, 2006, an increase of 4%5% from ~~June~~September 30, 2005. Administered assets at June 30, 2006 reflect the sale of our defined contribution recordkeeping business. The related administered assets transferred as a result of the sale were $17 billion at March 31, 2006 and were $14 billion at June 30, 2005. Owned and managed assets of $365.2 billion increased 8% over JuneSince September 30, 2005, ~~asset levels. This improvement in assets reflects strong~~we had net flows ininto RiverSource annuity variable accounts of $4.7 billion and total net flows into Ameriprise Financial and SAI wrap accounts of $10 billion. Our certificate and ~~variable~~ annuity ~~accounts.~~fixed accounts had total net outflows of $5.4 billion since September 30, 2005, reflecting our strategy to focus on products that both meet client needs and offer a more attractive return on capital. While we continue to experience net outflows in RiverSource Funds, the amount of net outflows narrowed to ~~$1.0~~$0.8 billion during the ~~second~~third quarter of 2006 from ~~$2.5~~$2.7 billion

in the third quarter of 2005. This improvement was driven by both increased sales and lower redemption rates in our branded advisor channel. Administered assets are lower at September 30, 2006 compared to September 30, 2005, primarily as a result of the sale of our defined contribution recordkeeping business in the second quarter of ~~2005 due~~2006. The administered assets related to ~~both increased sales and lower redemptions.~~the defined contribution recordkeeping business were $15 billion at September 30, 2005.

Significant Factors Affecting our Results of Operations and Financial Condition

In March 2006, our Board of Directors authorized the expenditure of up to $750 million for the repurchase of shares of our common stock through the end of March 2008. This authorization was in addition to a Board authorization in January 2006 to repurchase up to 2 million shares by the end of 2006. Through ~~June~~September 30, 2006, we have purchased ~~7.4~~9.7 million shares under these programs for an aggregate cost of ~~$316~~$422 million. As of ~~June~~September 30, 2006, we had purchased all shares under the January 2006 authorization and have ~~$520~~$414 million remaining under the March 2006 authorization.

On May 26, 2006, we issued $500 million principal amount of junior subordinated notes due 2066 (“junior notes”). These junior notes carry a fixed interest rate of 7.518% for the first 10 years and a variable interest rate thereafter. These junior notes receive at least a 75% equity credit by the majority of our credit rating agencies for purposes of their calculation of our debt to total capital ratio. The net proceeds from the issuance were for general corporate purposes.

In September 2006, we obtained our federal savings bank charter and launched Ameriprise Bank, FSB (“Ameriprise Bank”), a wholly owned subsidiary of the Company. Ameriprise Bank acquired $12 million of customer loans and assumed $963 million of customer deposits from American Express Bank, FSB (“AEBFSB”), a subsidiary of American Express, and received cash of $951 million in connection with the transaction. Ameriprise Bank purchased for cash consideration $49 million of customer loans from AEBFSB in October 2006 and is expected to purchase for cash consideration approximately $440 million of additional customer loans from AEBFSB in November 2006. Ameriprise Bank offers a suite of borrowing, cash management and personal trust products and services, primarily through our branded advisors. In addition, Ameriprise Bank will service $33 million of secured loans acquired from American Express Credit Corporation in October 2006.

We completed the sale of our defined contribution recordkeeping business during the second quarter of 2006 which added $66 million to total revenues during the quarter and generated a net pretax gain of $36 million. The administered assets transferred in connection with this sale were approximately $17 billion. Although ~~these transferred assets~~our defined contribution recordkeeping business generated approximately $60 million in annual revenue, we will also experience expense savings related to this sale and do not anticipate a material impact on pretax income. We continue to manage investments of approximately $13 billion of defined contribution ~~assets.~~assets under investment management only contracts.

Our separation from American Express resulted in specifically identifiable impacts to our consolidated results of operations and financial condition.

On February 1, 2005, the American Express Board of Directors announced its intention to pursue the disposition of 100% of its shareholdings in our company (the “Separation”) through a tax-free distribution to American Express shareholders. Effective as of the close of business on September 30, 2005, American Express completed the ~~separation~~Separation of our company and the distribution of our common shares to American Express shareholders (the “Distribution”). Prior to the Distribution, we had been a wholly owned subsidiary of American Express.

Prior to the Distribution, American Express provided a capital contribution to our company of approximately $1.1 billion to fund costs related to the Separation and Distribution, to adequately support strong debt ratings for our company on the Distribution and to indemnify us for the after-tax cost of $65 million with respect to the comprehensive settlement of a consolidated securities class action lawsuit. We replaced our ~~inter-company~~intercompany indebtedness with American Express, initially with a bridge loan from selected financial institutions, and on November 23, 2005 through the issuance of $1.5 billion of unsecured senior debt securities with 5- and 10-year maturities.

Since the Separation announcement through ~~June~~September 30, 2006, we have incurred ~~$444~~$531 million of pretax non-recurring separation costs, and expect to incur a total of approximately $875 million. These costs have primarily included advisor and employee retention program costs, costs associated with establishing the Ameriprise Financial brand and costs to separate and reestablish our technology platforms. In addition to non-recurring separation costs, we have incurred higher ongoing expenses associated with establishing ourselves as an independent company.

Effective August 1, 2005, we transferred our 50% ownership interest and the related assets and liabilities of our subsidiary, American Express International Deposit Company (“AEIDC”) to American Express. The results of operations and cash flows of AEIDC are classified as discontinued operations. Effective September 30, 2005, we entered into an agreement to sell our

interest in the AMEX Assurance legal entity to American Express within two years after the Distribution for approximately $115 million. This transaction, combined with the ceding of all travel insurance and card related business to American Express effective July 1, 2005, created a variable interest entity for which we are not the primary beneficiary. Accordingly, we deconsolidated AMEX Assurance as of September 30, 2005.

American Express has historically provided to us a variety of corporate and other support services, including information technology, treasury, accounting, financial reporting, tax administration, human resources, marketing, legal, procurement and other services. Following the Distribution, American Express has continued to provide us with many of these services pursuant to transition services agreements for periods of up to two years or more, if extended by mutual agreement between us and American Express. We have terminated or will terminate a particular service after we have completed the procurement of the designated service through arrangements with third parties or through our own employees. Other than technology-related expenses, we currently expect that the aggregate costs we will pay to American Express under the transition services agreements for continuing services and the costs for establishing or procuring the services that have historically been provided to us by American Express will not significantly differ from the amounts reflected in our historical Consolidated Financial Statements.

For the periods preceding the Distribution, we prepared our Consolidated Financial Statements as if we had been a stand-alone company. In the preparation of our Consolidated Financial Statements for those periods, we made certain allocations of expenses that our management believes to be a reasonable reflection of costs we would have otherwise incurred as a stand-alone company but were paid by American Express. Our Consolidated Financial Statements presented may not be indicative of our consolidated results of operations, financial condition or cash flows in the future or what our consolidated results of operations, financial condition or cash flows would have been had we been a separate, stand-alone entity during all periods presented.

For information regarding recent accounting pronouncements and their expected impact on our future consolidated results of operations or financial condition, see Note 2 to our Consolidated Financial Statements.

We follow accounting principles generally accepted in the United States (“GAAP”). The accompanying discussion includes information on both a GAAP and non-GAAP adjusted basis. The non-GAAP presentation in this report excludes items that are a direct result of the separation from American Express, which consist of discontinued operations, AMEX Assurance and non-recurring separation costs. Our non-GAAP financial measures, which we view as important indicators of financial performance, include:

· Adjusted earnings (adjusted to exclude AMEX Assurance and non-recurring separation costs);

· Consolidated revenues, expenses, income before income tax provision and discontinued operations, income tax provision, income before discontinued operations and net income excluding AMEX Assurance;

· Income before discontinued operations excluding non-recurring separation costs and AMEX Assurance;

· Protection segment revenues, expenses and pretax income excluding AMEX Assurance; and

· Return on average equity excluding the impact of the separation, or adjusted return on equity, using as the numerator adjusted earnings and as the denominator average equity excluding both the assets and liabilities of discontinued operations and equity allocated to expected future non-recurring separation costs as of the last preceding four quarters and the current quarter.

Management believes that the presentation of these non-GAAP financial measures excluding these specific income statement impacts ~~best~~better reflects the underlying performance of our ongoing operations and facilitates a more meaningful trend analysis. These non-GAAP measures are also used for goal setting, determining certain compensation related to our annual incentive award program and evaluating our performance on a basis comparable to that used by securities analysts.

We earn management fees on our owned separate account assets based on the market value of assets held in the separate accounts. We record the income associated with our owned investments, including net realized gains and losses associated with these investments and other-than-temporary impairments of these investments, as net investment income. For managed assets, we receive management fees based on the value of these assets. We generally report these fees as management, financial advice and service fees. We may also receive distribution fees based on the value of these assets. We generally record fees received from administered assets as distribution fees.

Fluctuations in our owned, managed and administered assets impact our revenues. Our owned, managed and administered assets are impacted by market movements and net flows of client assets. Owned assets were also affected by changes in our capital structure and the launch of Ameriprise Bank. Net flows of client assets are a measure of new sales of, or deposits into, our products offset by redemptions of, or withdrawals from, our products. Net flows can have a significant impact on our results of operations due to their impact on our revenues and expenses. During the ~~second~~third quarter of 2006, we had positive net flows in our financial advisor-managed assets of ~~$1.9~~$1.2 billion in Ameriprise Financial wrap accounts and ~~$0.8~~$0.6 billion in SAI wrap accounts, and had ~~$1.3~~$1.4 billion in positive net flows in our owned RiverSource annuity variable ~~annuity assets.~~accounts. These assets have had positive net flows over the last four quarters. We had net outflows during the ~~second~~third quarter of 2006 in our retail managed RiverSource mutual funds of ~~$1.0~~$0.8 billion and in our owned certificate and fixed annuity assets of $1.3 billion, reflecting a continued trend of net outflows over the last four quarters in these assets. We expect to continue to experience net outflows in RiverSource funds in the fourth quarter of 2006 and in 2007. In addition, we expect flows to be negatively impacted by the intent of American Express to reposition their 401(k) investment alternatives by approximately $800 million in the fourth quarter, primarily in RiverSource mutual funds.

The following table presents information regarding our owned assets, which are included in our Consolidated Balance Sheets, and our managed and administered assets, which are not recorded on our Consolidated Balance Sheets:

(1)Includes cash and cash equivalents, restricted and segregated cash, receivables and ~~certain items included in~~ other assets.

(2)Includes eliminations ~~from managed assets for owned assets invested in our managed products and separately managed accounts and among managed assets~~ for RiverSource mutual fund assets ~~sub-advised by Threadneedle Asset Management Holdings Ltd. (“Threadneedle”).~~included in Ameriprise Financial wrap account assets.

(3)Administered assets at ~~June~~September 30, 2005 included ~~$14~~$15 billion of administered assets that were transferred as a result of the sale of our defined contribution recordkeeping business.

Three Months Ended ~~June~~September 30, 2006 Compared to Three Months Ended ~~June~~September 30, 2005

The following tables present our consolidated results of operations for the three months ended ~~June~~September 30, 2006 and 2005 and the impact of the deconsolidation of AMEX Assurance effective September 30, 2005 discussed previously:

Consolidated net income for the three months ended ~~June~~September 30, 2006 was ~~$141~~$174 million, ~~down $8~~up $51 million from income before discontinued operations of ~~$149~~$123 million for the three months ended ~~June~~September 30, 2005. Income before discontinued operations excluding non-recurring separation costs and AMEX Assurance ~~rose $35~~increased 29% to $231 million ~~for~~in the ~~three months ended June 30,~~third quarter of 2006 compared to the ~~prior year period, reflecting solid~~third quarter of 2005. The net income growth in ~~retail client activity,~~the quarter was positively impacted by strong net flows in wrap accounts and variable annuities which ~~resulted~~are less capital-intensive products. Market appreciation also had a favorable impact on results. These positive impacts were partially offset by lower account balances and spread compression in the fixed annuity and certificate products, higher performance-related management ~~fees, distribution fees~~incentive compensation expense and ~~premiums.~~increased interest expense from establishing an independent capital structure. Our intercompany debt with American Express prior to the Distribution of $1.6 billion was replaced with $1.5 billion of senior notes. In addition, we issued $500 million of junior notes in May 2006. The senior notes and junior notes have higher interest costs than the intercompany debt.

Consolidated results in the third quarter reflect the impact of our annual third quarter detailed review of deferred acquisition cost (“DAC”) valuation assumptions (“DAC unlocking”) and lower legal and regulatory costs compared to the third quarter of 2005. The pretax benefit from DAC unlocking in the third quarter of 2006 was $25 million, compared to a benefit of $67 million in the third quarter of 2005. Pretax expenses in the third quarter of 2005 included $70 million related to the comprehensive settlement of a consolidated securities class action lawsuit.

~~Management,~~The growth in management, financial advice and service fees ~~for the three months ended June 30, 2006 increased $89 million, or 14%, compared to the three months ended June 30, 2005,~~was primarily ~~due to the revenue growth in~~driven by our AA&I segment as a result of ~~strong net flows into~~growth in our wrap ~~accounts~~assets and ~~RiverSource variable annuity products,~~separate account assets, which had increases in related fees of $41 million and $27 million, respectively. These increases were partially offset by a decline in fees due to the sale of our defined contribution recordkeeping business, which had fees of $16 million in the third quarter of 2005. In addition, management financial advice and service fees of our Threadneedle operations reflect a decline relative to the prior year as ~~well as market appreciation.~~a result of $28 million in hedge fund performance fees included in the third quarter of 2005, partially offset by underlying year over year growth in fees due to higher levels of Threadneedle managed assets relative to the prior year. The annual Threadneedle hedge fund performance fees earned in 2006 will be reflected in the fourth quarter.

Distribution fees in the ~~second~~third quarter of 2006 rose ~~$36~~$4 million ~~or 12%, compared~~ to ~~the second quarter of 2005 primarily~~$300 million as a result of ~~strong~~continued growth in our brokerage ~~activity~~business and advisor productivity, ~~levels in our AA&I segment.~~offset by the impact of a mix shift from sales of loaded mutual funds to sales of load-waived mutual funds within wrap accounts.

Net investment income for the three months ended ~~June~~September 30, 2006 decreased ~~$36~~$19 million from the same period in ~~2005. Lower asset balances in our certificate and~~2005, reflecting the ongoing trend of declining assets supporting the fixed annuity and certificate products ~~contributed to the decline~~partially offset by increases in ~~net investment income.~~general account assets supporting life and health and auto and home reserves. Net realized investment gains ~~for the second quarter of 2006 declined $51~~increased $20 million to $6$14 million from a ~~gain~~net realized investment loss of ~~$57~~$6 million in the ~~second~~third quarter of 2005. The majority of the gain in the prior year quarter was the result of the sale of our retained interests in a collateralized debt obligation (“CDO”) securitization trust. Derivatives economically hedging equity indexed annuities, stock market certificates and Guaranteed Minimum Withdrawal Benefit (“GMWB”) riders on certain variable annuities realized $15 million more in net losses than in the second quarter of 2005. These hedge related losses were primarily offset in the interest credited to account values and benefits, claims, losses and settlement expense line items, where applicable. These negative impacts were partially offset by a net increase of $36 million in net investment income comprised of netNet gains on trading securities and equity method investments in hedge funds ~~and lower losses related to other derivatives.~~

~~Premiums~~were $18 million less this quarter than in the ~~second quarter~~prior year quarter. The lower net gains were mainly due to a loss of ~~2006 declined~~$20 million on a single externally-managed hedge fund investment during the current quarter. This loss was partially offset by ~~$50 million, or 18%, compared to the same period in 2005. Excluding AMEX Assurance premiums of $71 million~~a benefit from ~~the second quarter of 2005, premiums increased by $21 million in the second quarter of 2006, primarily as a result of strong growth in auto and home insurance premiums.~~

Other revenues for the three months ended June 30, 2006 increased $119 million, or 87%, compared to the same period in 2005. Other revenues in the second quarter of 2006 included $66 million from the sale of our defined contribution recordkeeping business and $28 million of revenues related to certain ~~property~~hedge fund limited partnerships managed by ~~Threadneedle~~RiverSource that are being consolidated beginning in 2006 in accordance with Emerging Issues Task Force (“EITF”) Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-5”). We also recognized an offsetting expense for the third quarter of 2006 related to these consolidated hedge fund limited partnerships which was recorded in the other expenses line item.

Premiums in the third quarter of 2006 increased by $42 million, or 21%, compared to the same period in 2005. Excluding a reduction to premiums of $15 million related to AMEX Assurance from the third quarter of 2005, premiums increased by $27 million in the

third quarter of 2006. Average policy counts related to auto and home increased 8% for the third quarter of 2006 over the third quarter of 2005, which led to an increase in premiums of $8 million. In addition, a review of our long term care reinsurance arrangement during the third quarter of 2006 resulted in an increase to premiums of $15 million.

Other revenues for the three months ended September 30, 2006 included $28 million of revenues related to certain property fund limited partnerships managed by Threadneedle that are being consolidated beginning in 2006 in accordance with EITF 04-5. We also recognized an offsetting $27 million of additional expense for the ~~second~~third quarter of 2006 related to these consolidated property fund limited partnerships, including $25 million ~~recorded on the~~in other expenses ~~line item~~ and $3$2 million ofin interest expense. ~~Other~~The balance of the increase in other revenues was primarily driven by growth in variable annuity rider fees and cost of insurance revenues for variable universal life (“VUL”) and universal life (“UL”) products.

Total expenses in the ~~second~~third quarter reflect the impact of DAC unlocking. For the third quarter of 2006, ~~also~~we recorded a net benefit from DAC unlocking of $25 million, primarily comprised of a $38 million benefit in DAC amortization expense and a $12 million increase in benefits, claims, losses and settlement expenses. DAC unlocking for the third quarter of 2005 resulted in a $67 million reduction to DAC amortization.

The DAC unlocking net benefit for the third quarter of 2006 primarily reflected ~~$18~~a $25 million benefit from modeling increased product persistency and a $15 million benefit from modeling improvements in mortality, offset by negative impacts of $8 million from ~~recognizing~~modeling lower variable product fund fee revenue and $8 million from model changes related to variable life second to die insurance.

The DAC unlocking net benefit for the third quarter of 2005 primarily reflected a $32 million benefit from modeling improvements in mortality, a $33 million benefit from lower surrender rates than previously ~~deferred cost of insurance revenues.~~

~~Expenses~~assumed and higher associated surrender charges and a $2 million net benefit from other changes in DAC valuation assumptions.

Compensation and benefits–field in the ~~second~~third quarter of ~~2006~~2005 included $35 million in ceding commissions paid to American Express. Excluding this item from the prior year quarter, compensation and benefits-field increased ~~$65~~$55 million, or ~~18%, compared with~~15%. This increase was primarily the ~~same quarter~~result of overall business growth as reflected by the 14% growth in ~~2005, reflecting higher commissions paid driven by strong sales activity and higher advisor assets under management.~~

Compensation and benefits–non-field for the three months ended ~~June~~September 30, 2006 ~~increased $50 million, or 18%, compared to the same period in 2005. During the second quarter of 2006, we recorded $16 million of severance and other~~reflect higher costs related to operating as an independent company following the ~~sale~~Distribution and higher performance-based compensation as a result of our defined contribution recordkeeping business and $11 million of other severance, primarily related to our ongoing reengineering initiatives to improve efficiencies in our business. On a segment reporting basis, these severance and other costs are reflected in other expenses of the AA&I and Corporate segments, respectively. The remainder of the increase was attributable to an increase of $17 million in management incentivesstrong overall results as well as ~~higher costs associated with being an independent company.~~investment management performance.

~~Interest~~Continued declines in fixed annuity balances continued to drive down interest credited to account values. Although certificate account balances have also continued to decline, the related decrease in interest credited to account values ~~in the second quarter of 2006 decreased $21 million, or 6%, compared with the same period in 2005,~~was offset by higher interest crediting rates primarily due to ~~declining fixed annuity~~increased short-term interest rates and ~~certificate balances.~~the impact of higher equity markets on the crediting rates for equity indexed annuities and stock market certificates.

Benefits, claims, losses and settlement expenses infor the ~~second~~third quarter of 2006 ~~decreased $13 million, or 5%, compared~~are higher relative to the ~~second~~prior year quarter as a result of ~~2005. Excluding $20~~a $60 million benefit from the impact of ceding AMEX Assurance ~~expense from~~reserves reflected in the ~~second~~third quarter of 2005, ~~benefits, claims, losses and settlement~~partially offset by a lower impact from reserve adjustments related to certain Protection segment products. In the third quarter of 2006, these expenses ~~increased $7 million, or 3%, which~~ included ~~a net increase of $16~~$12 million related to DAC unlocking attributable to our ~~Protection segment~~VUL/UL products. In the third quarter of 2005, these expenses reflected the addition of $13 million to long term care maintenance expense reserves and ~~a net decrease~~the assumption of $9 million ~~related to our AA&I segment.~~in errors and omissions (“E&O”) reserves from AMEX Assurance.

Amortization of ~~deferred acquisition costs (“DAC”)~~DAC in the ~~second~~third quarter of 2006 increased ~~$19~~$38 million ~~or 14%,~~ from the ~~second~~third quarter of last ~~year. Excluding $9~~year, reflecting the impact of DAC unlocking related to amortization in each period. DAC unlocking resulted in a reduction to amortization of $38 million ~~of AMEX Assurance expense from~~in the ~~second~~third quarter of ~~2005,~~2006 compared to a reduction of $67 million in the third quarter of 2005. In addition, we had higher DAC amortization ~~increased $28 million, or 22%, primarily due to an adjustment to DAC balances~~ related to auto and home ~~insurance.~~insurance products as a result of shorter amortization periods relative to the prior year and, to a lesser extent, higher DAC balances due to increased business.

Interest and debt expense increased $16 million to $32 million for the ~~three months ended June 30,~~third quarter of 2006 ~~reflects $4 million~~compared to the third quarter of 2005, reflecting higher outstanding debt balances at higher interest onrates. The higher overall debt levels and interest cost were primarily attributable to the junior ~~subordinated~~ notes we issued in May 2006, which added $500 million of long-term debt and $9 million to interest and debt expense for the third quarter of 2006. Additionally, the interest on ~~May 26, 2006.~~our $1.5 billion of senior notes, which replaced our intercompany indebtedness with American Express, was $19 million for the third quarter of 2006 compared to interest on American Express debt of $14 million in the third quarter of 2005. Also included in interest and debt expense infor the ~~second~~third quarter of 2006 was $3$2 million of interest ~~expense~~ on non-recourse debt of the consolidated property fund limited partnerships. This nonrecourse debt was repaid in September 2006.

Separation costs ~~increased $28 million, or 50%,~~incurred in the ~~second~~third quarter of 2006 ~~compared~~were $87 million, the largest component of which related to reestablishing our technology infrastructure. Separation costs incurred in the ~~second~~third quarter of ~~2005. This increase was~~2005 of $92 million were primarily ~~attributable to higher marketing and rebranding spending and technology related costs, partially offset by lower costs~~ related to ~~employee~~advisor retention program costs, technology costs and ~~advisor retention. We began to incur separation~~ costs ~~in February 2005 following~~associated with establishing the Ameriprise Financial brand. Since the announcement of the ~~Separation.~~ Separation, we have incurred separation costs ~~steadily increased throughout 2005, and were the highest in the third and fourth quarters~~ of ~~2005, the quarterly periods immediately preceding and following the Distribution.~~$531 million. We have estimated that we will incur approximately $875 million in total pretax separation ~~costs. Since the announcement~~costs, most of ~~the Separation, we have~~which are estimated to be incurred ~~total separation costs of $444 million.~~by December 31, 2007.

Other expenses for the ~~second~~third quarter of 2006 ~~increased $26~~decreased $57 million, or 9%19%, compared to the second quarter of 2005. Excluding $7 million of other expenses of AMEX Assurance from the second quarter of 2005, other expenses in the second quarter of 2006 increased $33 million, or 12%, compared with the secondthird quarter of 2005. Other ~~expense~~expenses in the ~~second~~third quarter of 2006 included ~~$14 million of expense, primarily write-down of capitalized software, associated with the sale of our defined contribution recordkeeping business and $25 million of expense~~expenses of the consolidated property fund and hedge fund limited ~~partnerships. We record legal and regulatory costs in other expenses. For the three months ended June 30, 2006 and 2005, these costs were $32~~partnerships of $25 million and ~~$35~~$12 million, respectively. The third quarter of 2005 included a $70 million charge related to the comprehensive settlement of a consolidated securities class action lawsuit.

Our effective tax rate was ~~24.3%~~19.8% for the three months ended ~~June~~September 30, 2006 compared to ~~21.5%~~32.0% for the three months ended ~~June~~September 30, 2005. Our effective tax rate for the ~~second~~third quarter of 2006 ~~was impacted by $5~~reflects a $13 million tax benefit related to the finalization of ~~non-tax deductible charges.~~the prior year tax returns. The effective tax rate for the ~~second~~third quarter of 2005 ~~reflects $3~~includes a $20 million in tax ~~benefits~~expense applicable to prior years, partially offset by a $7 million tax benefit related to ~~an IRS audit~~the finalization of the prior year tax returns.

The effective tax rates are also impacted by the levels of pretax income relative to tax advantaged items in each period.

Segments

The following tables present summary financial information by segment and a reconciliation to consolidated totals derived from Note 11 to our Consolidated Financial Statements for the ~~periods indicated:~~three months ended September 30, 2006 and 2005:

	Three Months Ended June 30, 2006					Three Months Ended June 30, 2005
	(in millions) (unaudited)			Percent Share of Total		(in millions) (unaudited)			Percent Share of Total
(in millions)											2006			Percent Share of Total		2005			Percent Share of Total
Total revenues
Asset Accumulation and Income	$	1,493		73	%	$	1,324		70	%	$	1,423		72	%	$	1,384		74	%
Protection	496			24		523			27		498			25		446			24
Corporate and Other	74			4		54			3		67			3		50			2
Eliminations	(10		)	(1	)	(6		)	—		(11		)	—		(7		)	—
Consolidated total revenues	$	2,053		100	%	$	1,895		100	%	$	1,977		100	%	$	1,873		100	%

Total expenses
Asset Accumulation and Income	$	1,271		68	%	$	1,153		68	%	$	1,231		70	%	$	1,200		71	%
Protection	404			22		393			23		347			20		314			19
Corporate and Other	202			11		164			9		193			11		185			10
Eliminations	(10		)	(1	)	(6		)	—		(11		)	(1	)	(7		)	—
Consolidated total expenses	$	1,867		100	%	$	1,704		100	%	$	1,760		100	%	$	1,692		100	%

Pretax segment income (loss)
Asset Accumulation and Income	$	222		119	%	$	171		90	%	$	192		88	%	$	184		102	%
Protection	92			50		130			68		151			70		132			73
Corporate and Other	(128		)	(69	)	(110		)	(58	)	(126		)	(58	)	(135		)	(75	)
Consolidated income before income tax provision and discontinued operations	$	186		100	%	$	191		100	%	$	217		100	%	$	181		100	%

Asset Accumulation and Income

The following table presents financial information for our AA&I segment:

	Three Months Ended June 30,				Change					Three Months Ended September 30,				Change
(in millions)	2006		2005		$			%		2006		2005		$			%

Revenues
Management, financial advice and service fees	$	654	$	554	$	100		18	%	$	657	$	623	$	34		5	%
Distribution fees	297		261		36			14		272		269		3			1
Net investment income	427		484		(57		)	(12	)	443		480		(37		)	(8	)
Other revenues	115		25		90			#		51		12		39			#
Total revenues	1,493		1,324		169			13		1,423		1,384		39			3
Expenses
Compensation and benefits-field	376		310		66			21		370		331		39			12
Interest credited to account values	271		292		(21		)	(7	)	281		300		(19		)	(6	)
Benefits, claims, losses and settlement expenses	12		21		(9		)	(43	)	3		7		(4		)	(57	)
Amortization of deferred acquisition costs	91		89		2			2		98		69		29			42
Interest and debt expense	5		—		5			#		4		—		4			#
Other expenses	516		441		75			17		475		493		(18		)	(4	)
Total expenses	1,271		1,153		118			10		1,231		1,200		31			3
Pretax segment income	$	222	$	171	$	51		30		$	192	$	184	$	8		4

#Variance of 100% or greater.

Overall

Our AA&I segment results were led by continued ~~improvements~~growth in our brokerage business ~~which were~~ driven by strong ~~wrap~~ net flows into wrap accounts and other brokerage activity. We also experienced strong net flows in our variable annuity products while our ~~certificate and~~ fixed annuity and certificate products ~~and our~~continued to experience net outflows. Our RiverSource Funds continued to experience declining net outflows.

Revenues

Management, financial advice and service fees increased primarily as a result of ~~strong net flows into~~growth in our wrap ~~accounts~~assets and annuity variable ~~annuities and market appreciation,~~account assets, partially offset ~~slightly~~ by a decline in fees due to ~~net outflows~~the sale of our defined contribution recordkeeping business in ~~RiverSource mutual funds.~~the second quarter of 2006 and fees related to certain hedge funds that were included in the third quarter of 2005. Our brokerage business had an increase in management, financial advice and service fees of ~~$67~~$43 million driven by the net increases in Ameriprise Financial and SAI wrap account assets of ~~33%~~27% and ~~61%~~52%, respectively, since June 30, 2005. These increases in wrap account assets drove up Ameriprise Financial and SAI wrap fees by $44 million and $13 million, respectively, over the second quarter of 2005. The growth in SAI wrap assets was attributable to a 15% increase in SAI’s sales force since JuneSeptember 30, 2005. Management, financial advice and service fees related to variable annuities increased ~~$33~~$27 million and were driven by higher levels of ~~owned assets related to~~annuity variable ~~annuity products,~~account values, which increased 24% to ~~$36.7~~$39.3 billion over ~~June~~September 30, 2005. We had fees of $16 million related to our defined contribution recordkeeping business in the third quarter of 2005. Management, financial advice and service fees of our Threadneedle operations reflect a decline relative to the prior year quarter as a result of $28 million in hedge fund performance fees included in the third quarter of 2005, partially offset by underlying year over year growth in fees due to higher levels of Threadneedle managed assets relative to the prior year. The annual Threadneedle hedge fund performance fees earned in 2006 will be reflected in the fourth quarter.

Distribution fees infor the third quarter of 2006 increased $3 million compared to the third quarter of 2005, but decreased $25 million from the second quarter of ~~2006~~2006. Although distribution fees for SAI rose ~~$36~~$10 million ~~or 14%, compared with~~in the ~~second~~third quarter of ~~2005 primarily~~2006 over the prior year quarter due to increased brokerage activity and more advisors, this growth was nearly offset by declines in fees within the branded advisor network as a result of ~~strong brokerage activity and advisor productivity levels. Managed assets increased 8% due~~a mix shift from sales of loaded mutual funds, which generate distribution fees, to ~~strong net flows and market appreciation in~~sales of load-waived mutual funds within wrap ~~accounts, while GDC for this segment increased 16% over the prior year. The increased retail brokerage activity was partially offset by lower fees due to lower loads on RiverSource mutual funds.~~accounts.

Net investment income ~~decreased $57~~declined $37 million ~~in the second quarter of 2006~~ compared to the ~~same quarter in the~~ prior ~~year. This decrease~~year quarter. The decline was primarily attributable to lower asset balances in fixed annuity and certificate ~~account balances, a $31 million decline in~~products. This negative impact was partially offset by the net ~~realized investment gains and a net decline of $15 million in derivatives economically hedging~~positive impact from options used to hedge stock market certificates, equity indexed annuities ~~stock market certificates~~ and ~~GMWB~~Guaranteed Minimum Withdrawal Benefit (“GMWB”) riders on certain variable annuities. ~~Each~~In addition, net realized investment gains improved $20 million from a loss of $8 million in the third quarter of 2005 to a $12 million gain in the third quarter of 2006. Also contributing to the decline in net investment income were lower net gains on trading securities and equity method investments in hedge funds, which reflect an allocation of $15 million of the hedge ~~related fluctuations was primarily offset in the interest credited to account values and benefits, claims, losses and settlement expense line items, where applicable. These declines were~~fund

investment loss discussed previously, partially offset by ~~higher income~~a benefit from the consolidated hedge fund ~~investments and lower losses~~limited partnerships. The expenses related to the consolidated hedge fund limited partnerships are reflected in other ~~derivatives.~~expenses.

Other revenues in the ~~second~~third quarter of 2006 included ~~$66 million from the sale of our defined contribution recordkeeping business and~~ $28 million related to the consolidated property fund limited partnerships. The expenses related to the ~~sale of our defined contribution recordkeeping business and the~~ consolidated property fund limited partnerships are primarily reflected in other expenses. The balance of the increase in other revenues for the third quarter of 2006 was primarily attributable to higher contract and GMWB rider charges related to our variable annuity products.

Expenses

Compensation and benefits-field for the third quarter of 2006 increased $39 million, or 12%, over the third quarter of 2005. The majority of this increase was the ~~increase in compensation and benefits-field was attributable to the~~result of higher asset-based compensation associated with the increases in ~~cash sales~~wrap account and ~~wrap~~annuity variable account assets.

The decrease in interest credited to account values of ~~$21~~$19 million, or 7%6%, for ~~second~~third quarter of 2006 compared with the prior year quarter was primarily attributable to ~~fixed annuities. Declines~~continued declines in fixed annuity ~~balances during the current quarter led to a~~and certificate balances. This decrease ~~of $10 million in interest credited, while lower rates and other items caused a decrease of $8 million in interest credited.~~

~~The decrease in benefits, claims, losses and settlement expenses for the second quarter of 2006~~ was ~~primarily attributable to our variable annuity business, which included lower GMWB/Guaranteed Minimum Accumulation Benefit (“GMAB”) costs of $19 million,~~ partially offset by increased certificate crediting rates due to higher ~~Guaranteed Minimum Death Benefit (“GMDB”)/Guaranteed Minimum Income Benefit (“GMIB”) costs~~short-term interest rates and the impact of ~~$5 million as well as higher sales inducement costs.~~stock market appreciation on the crediting rates for stock market certificates and equity indexed annuities. The related net benefit from economically hedging stock market certificates and equity indexed annuities is reflected in net investment income.

Amortization of DAC in the ~~second~~third quarter of 2006 increased $2$29 million compared to the same period in 2005, primarily due to the impact of DAC unlocking in each period. DAC unlocking for the third quarter of 2006 resulted in a net increase to amortization of $14 million, reflecting an increase of ~~$11~~$20 million related to variable annuities ~~offset by~~and a decrease of $8$6 million related to ~~proprietary funds.~~fixed annuities. DAC unlocking for the third quarter of 2005 resulted in a decrease to amortization of $14 million, comprised of $5 million related to variable annuities and $9 million related to fixed annuities. Continued ~~strong~~ growth in our variable annuity business and the associated DAC balance, along with ~~less favorable equity market performance, resulted~~the impact of GMWB, contributed to an increase in ~~increased~~ DAC ~~amortization. The~~amortization of $9 million, most of which was offset by a decline in DAC amortization related to proprietary funds ~~was attributable to~~as a result of a lower proprietary mutual fund DAC balance and lower redemption write-offs.

Interest and debt expense for the three months ended September 30, 2006 included $2 million of interest on non-recourse debt of the consolidated property fund limited partnerships, which was repaid during the third quarter of 2006.

Other expenses ~~which primarily reflect~~in the third quarter of 2006 declined $18 million, or 4%, compared with the third quarter of 2005. Other expenses in the third quarter of 2006 included costs related to the consolidated property fund and hedge fund limited partnerships discussed previously of $25 million and $12 million, respectively, while other expenses in the third quarter of 2005 included $70 million related to the comprehensive settlement of a consolidated securities class action lawsuit. Other expenses for the third quarter of 2006 increased as a result of higher allocated corporate and support function costs, ~~included $30~~including non-field compensation and benefits, attributable to the AA&I segment, partially offset by $20 million of ~~costs associated with~~expense savings related to the sale of our defined contribution recordkeeping business ~~and $25 million related to~~in the ~~consolidated property fund limited partnerships discussed previously.~~second quarter of 2006.

Protection

The following table presents financial information for our Protection segment for the periods indicated and the impact of the deconsolidation of AMEX Assurance effective September 30, 2005 discussed previously:

	Three Months Ended June 30,				Change					AMEX Assurance Three Months Ended June 30,		Change Excluding AMEX Assurance				Three Months Ended September 30,						Change					AMEX Assurance Three Months Ended September 30,			Change Excluding AMEX Assurance
(in millions)	2006		2005		$			%		2005		$		%		2006			2005			$			%		2005			$			%
Revenues
Management, financial advice and service fees	$	19	$	16	$	3		19	%	$	1	$	4	27	%	$	20		$	17		$	3		18	%	$	1		$	4		25	%
Distribution fees	27		27		—			—		—		—		—		27			27			—			—		—			—			—
Net investment income	86		88		(2		)	(2	)	3		1		1		87			87			—			—		3			3			4
Premiums	234		285		(51		)	(18	)	71		20		9		249			207			42			20		(15		)	27			12
Other revenues	130		107		23			21		1		24		23		115			108			7			6		(1		)	6			6
Total revenues	496		523		(27		)	(5	)	76		49		11		498			446			52			12		(12		)	40			9

Expenses
Compensation and benefits-field	22		21		1			5		1		2		10		22			47			(25		)	(53	)	35			10			83
Interest credited to account values	36		36		—			—		—		—		—		36			37			(1		)	(3	)	—			(1		)	(3	)
Benefits, claims, losses and settlement expenses	213		217		(4		)	(2	)	20		16		8		230			183			47			26		(51		)	(4		)	(2	)
Amortization of deferred acquisition costs	62		45		17			38		9		26		72		(11		)	(20		)	9			(45	)	—			9			(45	)
Other expenses	71		74		(3		)	(4	)	7		4		6		70			67			3			4		1			4			6
Total expenses	404		393		11			3		37		48		13		347			314			33			11		(15		)	18			5
Pretax segment income	$	92	$	130	$	(38	)	(29	)	$	39	$	1	1		$	151		$	132		$	19		14		$	3		$	22		17

Overall

~~While pretax~~Our Protection segment ~~income~~results for the ~~second~~third quarter of 2006 ~~declined $38 million from the second quarter of 2005, pretax segment income excluding AMEX Assurance increased $1 million over the second quarter of 2005. We~~reflect continued ~~to gain market share~~growth in ~~the~~our auto and home and life insurance ~~business as a result of our Costco alliance. Auto and home~~products. Life insurance ~~polices in force generated through this alliance were up 17%~~in-force at June 30, 2006 compared to June 30, 2005. We also continued to experience growth in our variable universal life (“VUL”) and universal life (“UL”) products. Insurance in force on VUL/UL products at JuneSeptember 30, 2006 increased ~~6% over June~~9% since September 30, ~~2005.~~2005 to $171 billion. Separate account assets underlying our VUL products at September 30, 2006 grew 11% to $7.9 billion.

Revenues

The increase in management, financial advice and service fees was primarily driven by the ~~growth in separate~~fees generated from higher levels of VUL variable account ~~assets underlying~~values during the ~~VUL products.~~third quarter of 2006.

Net investment income for the ~~second~~third quarter of 2006 ~~declined $2 million from~~was flat when compared to the ~~second quarter~~same period of ~~2005. Excluding AMEX Assurance,~~the prior year. Lower net investment income ~~increased $1 million. Net~~attributable to our VUL/UL products was impacted by the allocation of $5 million of the hedge fund investment ~~income was positively impacted~~loss discussed previously, offset by the positive impact of increased assets and capital supporting the growth of our auto and home ~~and VUL/UL businesses and higher income from hedge fund investments, offset by a decline in net realized investment gains of $7 million.~~products.

Premiums ~~decreased $51~~increased $42 million for the ~~second~~third quarter of 2006 compared to the same period of the prior year. Premiums excluding AMEX Assurance increased ~~$20~~$27 million, or 9%12%. Auto and home premiums for the third quarter of 2006 increased $8 million, or 6%, over the third quarter of 2005 and were driven by ~~solid growth~~a continued increase in ~~auto and home insurance~~policy counts. In addition, a review of our long term care reinsurance arrangement during the third quarter of 2006 resulted in an increase to premiums ~~reflecting continued growth through our alliance with Costco. At June 30, 2006, total auto and home policies in force generated through our Costco alliance were 17% above last year.~~of $15 million.

The increase in other revenues for the ~~second~~third quarter of 2006 compared to the prior year quarter was primarily attributable to the growth in VUL/UL ~~products. The recognition of previously deferred~~products which resulted in higher cost of insurance revenues ~~added $18 million, while other VUL/UL revenue growth, primarily volume-related, generated $6 million~~in the third quarter of ~~additional revenue.~~2006.

Expenses

Compensation and benefits-field for the third quarter of 2006 decreased $25 million compared to the third quarter of 2005. The amount attributable to AMEX Assurance was related to ceding commissions paid by us for the AMEX Assurance reinsurance contracts. Excluding AMEX Assurance, compensation and benefits-field increased $10 million over the third quarter of 2005, primarily as a result of the favorable impact in the third quarter of 2005 of a $9 million ceding commission related to the assumption of E&O reserves from AMEX Assurance.

Benefits, claims, losses and settlement expenses for the ~~second~~third quarter of 2006 ~~decreased $4~~increased $47 million, or 2%26%, compared to the ~~second~~third quarter of 2005. Excluding AMEX Assurance, these expenses ~~rose $16~~decreased $4 million, or 8%2%. ~~We recognized $7~~In the third quarter of 2006, these expenses included $12 million ~~of additional claims expense~~related to DAC unlocking attributable to our VUL/UL products and $5 million in ~~connection with the recognition of previously deferred cost of insurance revenues and had~~ higher ~~expenses relative~~costs related to UL products due to larger claim size on death benefits compared to the ~~prior year~~third quarter ~~in disability income and~~of 2005. In the third quarter of 2005, these expenses reflected the addition of $13 million to long term care ~~insurance due to higher claims,~~maintenance expense reserves and the assumption of $9 million in ~~auto and home insurance as a result of the growth in this product. These increases in expenses were partially offset by a $12 million reduction to~~E&O reserves ~~related to auto and home insurance. These reserves were reduced to reflect an improving loss ratio relative to accident years 2004 and 2005.~~from AMEX Assurance.

Amortization of DAC for the ~~second~~third quarter of 2006 increased by ~~$17~~$9 million ~~or 38%,~~ compared to the ~~second~~third quarter of 2005. ~~Excluding AMEX Assurance, amortization of DAC increased $26 million, or 72%.~~ This increase was primarily attributable to ~~an adjustment of $28 million to~~higher DAC ~~balances~~amortization related to auto and home insurance ~~products. In connection with recognizing~~products as a result of shorter amortization periods relative to the ~~deferred cost of insurance revenues, the~~prior year and, to a lesser extent, higher DAC balances due to increased business. The total DAC unlocking benefit, primarily related ~~claim liabilities and other outstanding claim liabilities were included~~to our VUL/UL products, was comparable in ~~the calculation of estimated gross profits for VUL/UL resulting in a $5 million reduction to~~each period, reducing DAC ~~amortization.~~

~~Other expenses~~amortization for the ~~second quarter of~~three months ended 2006 ~~decreased $3~~and 2005 by $52 million ~~or 4%, compared to the second quarter of 2005, while excluding AMEX Assurance, other expenses increased $4~~and $53 million, ~~or 6%. This increase is primarily attributable to the growth in the auto and home insurance business.~~respectively.

Corporate and Other

The following table presents financial information for our Corporate segment for the periods indicated:

	Three Months Ended June 30,						Change					Three Months Ended September 30,						Change
(in millions)	2006			2005			$			%		2006			2005			$			%
Revenues
Management, financial advice and service fees	$	51		$	62		$	(11	)	(18	)%	$	46		$	47		$	(1	)	(2	)%
Distribution fees	1			1			—			—		1			—			1			#
Net investment income (loss)	11			(14		)	25			#		14			(6		)	20			#
Other revenues	11			5			6			#		6			9			(3		)	(33	)
Total revenues	74			54			20			37		67			50			17			34
Expenses
Compensation and benefits-field	43			46			(3		)	(7	)	42			35			7			20
Interest and debt expense	25			19			6			32		30			16			14			88
Separation costs	84			56			28			50		87			92			(5		)	(5	)
Other expenses	50			43			7			16		34			42			(8		)	(19	)
Total expenses	202			164			38			23		193			185			8			4
Pretax segment loss	$	(128	)	$	(110	)	$	(18	)	(16	)	$	(126	)	$	(135	)	$	9		(7	)

#Variance of 100% or greater.

Overall

The reduction in Corporate pretax segment loss for the ~~second~~third quarter of 2006 ~~increased $18 million, or 16%, compared~~was primarily attributable to the ~~second quarter of 2005. The Corporate pretax segment loss before separation costs for the three months ended June 30, 2006~~improvement in net investment income, partially offset by higher interest and ~~2005 was $44 million and $54 million, respectively.~~debt expense associated with establishing our long-term corporate capital structure.

Revenues

Management, financial advice and service fees for the second quarter of 2006 decreased $11 million, or 18%, from the prior year quarter due to a decline in management fees related to variable interest entities, primarily CDOs, and a net decline of $3 million in financial planning fees.

Net investment income (loss) improved ~~$25~~$20 million to ~~$11~~$14 million for the ~~second~~third quarter of 2006 compared to a loss of ~~$14~~$6 million for the ~~second~~third quarter of 2005. This improvement was driven by higher average invested assets, primarily related to the capital contribution from American Express prior to the Distribution and ~~a decrease in losses on derivatives. These increases to investment income were partially offset by a decrease in net realized investment gains~~the issuance of ~~$13 million.~~

the junior notes during the second quarter of 2006.

Expenses

~~Total expenses~~Compensation and benefits-field increased by $7 million to $42 million for the ~~three months ended June 30,~~third quarter of 2006 ~~increased $38 million, or 23%,~~ compared to the ~~three months ended June 30, 2005. Total expenses before separation costs were $118 million,~~third quarter of 2005 and was driven by an increase ~~of $10 million from the same period~~ in ~~2005.~~financial planning revenue as well as a payout rate increase.

~~Most of the~~Our Corporate segment includes interest expense on debt ~~is charged to the Corporate segment.~~considered part of our corporate capital structure. Interest and debt expense for the three months ended ~~June~~September 30, 2006 reflects $4$9 million of interest on the junior ~~subordinated~~ notes ~~we issued~~and $19 million of interest on ~~May 26, 2006.~~our $1.5 billion senior notes compared to interest on American Express debt of $14 million for the three months ended September 30, 2005.

We ~~allocate~~retain all separation costs toin the Corporate segment. As discussed previously, the ~~increase in~~majority of separation costs for the ~~second~~third quarter of 2006 ~~compared~~related to reestablishing our technology infrastructure. Separation costs incurred in the ~~second~~third quarter of 2005 ~~was~~ primarily ~~attributable to higher marketing and rebranding spending and technology related costs, partially offset by lower costs~~ related to ~~employee~~advisor retention program costs, technology costs and ~~advisor retention.~~costs associated with establishing the Ameriprise Financial brand.

~~Six~~Nine Months Ended ~~June~~September 30, 2006 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2005

Consolidated

The following tables present our consolidated results of operations for the ~~six~~nine months ended ~~June~~September 30, 2006 and 2005 and the impact of the deconsolidation of AMEX Assurance effective September 30, 2005 discussed previously:

	Six Months Ended June 30,				Change					AMEX Assurance Six Months Ended June 30,		Change Excluding AMEX Assurance					Nine Months Ended September 30,				Change					AMEX Assurance Nine Months Ended September 30,			Change Excluding AMEX Assurance
(in millions)	2006		2005		$			%		2005		$			%		2006		2005		$			%		2005			$			%
	(unaudited)
Revenues
Management, financial advice and service fees	$	1,431	$	1,240	$	191		15	%	$	2	$	193		16	%	$	2,151	$	1,927	$	224		12	%	$	3		$	227		12	%
Distribution fees	626		577		49			8		—		49			8		926		873		53			6		—			53			6
Net investment income	1,096		1,106		(10		)	(1	)	6		(4		)	—		1,638		1,667		(29		)	(2	)	9			(20		)	(1	)
Premiums	449		549		(100		)	(18	)	142		42			10		693		751		(58		)	(8	)	127			69			11
Other revenues	400		270		130			48		—		130			48		571		397		174			44		(1		)	173			43
Total revenues	4,002		3,742		260			7		150		410			11		5,979		5,615		364			6		138			502			9

Expenses
Compensation and benefits:
Field	859		733		126			17		2		128			18		1,287		1,141		146			13		37			183			17
Non-field	646		559		87			16		—		87			16		974		854		120			14		—			120			14
Total compensation and benefits	1,505		1,292		213			16		2		215			17		2,261		1,995		266			13		37			303			15
Interest credited to account values	631		639		(8		)	(1	)	—		(8		)	(1	)	948		976		(28		)	(3	)	—			(28		)	(3	)
Benefits, claims, losses and settlement expenses	452		456		(4		)	(1	)	39		35			8		685		646		39			6		(12		)	27			4
Amortization of deferred acquisition costs	281		270		11			4		17		28			11		368		319		49			15		17			66			22
Interest and debt expense	51		36		15			42		—		15			42		83		52		31			60		—			31			60
Separation costs	151		76		75			99		—		75			99		238		168		70			42		—			70			42
Other expenses	554		536		18			3		13		31			6		802		841		(39		)	(5	)	14			(25		)	(3	)
Total expenses	3,625		3,305		320			10		71		391			12		5,385		4,997		388			8		56			444			9
Income before income tax provision and discontinued operations	377		437		(60		)	(14	)	79		19			5		594		618		(24		)	(4	)	82			58			11
Income tax provision	91		113		(22		)	(19	)	26		4			5		134		171		(37		)	(22	)	26			(11		)	(8	)
Income before discontinued operations	286		324		(38		)	(12	)	53		15			6		460		447		13			3		56			69			18
Income from discontinued operations, net of tax	—		14		(14		)	#		—		(14		)	#		—		16		(16		)	#		—			(16		)	#
Net income	$	286	$	338	$	(52	)	(15	)	$	53	$	1		—		$	460	$	463	$	(3	)	(1	)	$	56		$	53		13

#Variance of 100% or greater.

The following non-GAAP measures are referred to in the accompanying discussion:

	Six Months Ended June 30,				Change					Nine Months Ended September 30,				Change
Non-GAAP Financial Measures (in millions)	2006		2005		$			%		2006		2005		$			%
Tax benefit attributable to separation costs	$	53	$	26	$	27		#		$	83	$	59	$	24		41	%
Separation costs, after-tax	98		50		48			96	%	155		109		46			42
AMEX Assurance net income	—		53		(53		)	#		—		56		(56		)	#
Income before discontinued operations excluding non-recurring separation costs and AMEX Assurance	384		321		63			20		615		500		115			23

#Variance of 100% or greater.

Overall

Consolidated net income for the ~~six~~nine months ended ~~June~~September 30, 2006 was ~~$286~~$460 million, ~~down $38~~up $13 million from income before discontinued operations of ~~$324~~$447 million for the ~~six~~nine months ended ~~June~~September 30, 2005. Income before discontinued operations excluding non-recurring separation costs and AMEX Assurance rose ~~$63~~$115 million to ~~$384~~$615 million for the ~~six~~nine months ended ~~June~~September 30, 2006 from ~~$321~~$500 million for the ~~six~~nine months ended ~~June~~September 30, 2005 and was primarily attributable to strong performance in our AA&I segment. Pretax segment income in the AA&I segment for the first six months of 2006 increased $105 million, or 30%, compared to the first six months of 2005.

Revenues

Management, financial advice and service fees for the six months ended June 30, 2006 increased $191 million, or 15%, compared to the six months ended June 30, 2005, nearly all of which was attributable to our AA&I segment. By product,The increase in management, financial advice and service fees ~~increased $145 million in brokerage, banking and other,~~was primarily driven by ~~higher average wrap fee assets,~~our AA&I segment, which had increases in fees related to brokerage and ~~$60 million in~~ variable annuities ~~due to higher average assets.~~

~~Distribution~~of $188 million and $87 million, respectively. These increases were partially offset by a decline in fees ~~for the first half of 2006 increased $49 million, or 8%, compared~~relative to the first ~~half~~nine months of 2005 ~~primarily driven by strong brokerage~~of $21 million due to the sale of our defined contribution recordkeeping business in the second quarter of 2006 and $49 million of Threadneedle hedge fund performance fees included in the first nine months of 2005. The annual Threadneedle hedge fund performance fees earned in 2006 will be reflected in the fourth quarter.

Strong broker-dealer activity and advisor productivity ~~levels~~continued to drive up distribution fees. Distribution fees in our ~~AA&I segment.~~

~~Net investment income decreased $10 million~~brokerage business for the ~~six~~nine months ended ~~June~~September 30, 2006 ~~compared to~~increased $60 million over the same period in ~~2005. Net investment income was~~2005, reflecting strong net flows into Ameriprise Financial and SAI wrap accounts as well as market appreciation. Distribution fees related to wrap accounts and our proprietary RiverSource mutual funds were negatively impacted by a ~~decrease~~decline in distribution fees from loaded mutual funds.

Net investment income for the nine months ended September 30, 2006 decreased $29 million from the same period in 2005, and $20 million when excluding AMEX Assurance. Lower asset balances in our fixed annuity and certificate products contributed to the decline. Net realized investment gains were down $37 million to $24 million from a net realized investment ~~gains~~gain of ~~$57~~$61 million a net decrease to investment income of $9 million from derivatives economically hedging equity indexed annuities, stock market certificates and GMWB riders on certain variable annuities and a decrease in investment income as a result of lower certificate and fixed annuity balances. The hedge related losses were primarily offset in the ~~interest credited to account values and benefits, claims, losses and settlement expense line items, where applicable. These negative impacts were partially offset by an increase~~first nine months of ~~$54 million in net investment income comprised of net~~2005. Net gains on trading securities and equity method investments in hedge funds ~~and lower losses~~were $12 million higher this period. Included in this net gain was a benefit from the consolidation of hedge fund limited partnerships offset by the loss on a single externally-managed hedge fund investment. The expenses related to the consolidated hedge fund limited partnerships are included in other ~~derivatives.~~expenses.

Premiums declined by ~~$100~~$58 million, or ~~18%~~8%, for the ~~six~~nine months ended ~~June~~September 30, 2006 compared to the same period in 2005. When ~~$142~~$127 million of AMEX Assurance premiums are excluded from the 2005 period, premiums increased by ~~$42~~$69 million, or ~~10%~~11%, of which ~~$36~~$32 million related to auto and home insurance and $7$24 million related to disability income and long term care. Disability income and long term care ~~insurance.~~

~~Other revenues increased $130 million, or 48%, to $400 million~~premiums for the ~~six~~nine months ended ~~June~~September 30, 2006 ~~compared~~included an increase to premiums of $15 million as a result of a review of our long term care reinsurance arrangement during the ~~same period in 2005.~~ third quarter of 2006.

Other revenues in the first ~~half~~nine months of 2006 ~~include~~included $66 million from the sale of our defined contribution recordkeeping business and ~~$31~~$60 million ~~of revenues~~ related to the consolidated property fund limited partnerships. ~~We also recognized an offsetting $31 million of additional expense for the first half of 2006~~The expenses related to ~~these~~the sale of our defined contribution recordkeeping business and the consolidated property fund limited partnerships ~~including $27 million recorded on the~~are primarily reflected in other ~~expenses line item and $4 million of interest expense.~~expenses. Other revenues in the first ~~half~~nine months of 2006 also reflect $18 million from recognizing previously deferred cost of insurance revenues. The balance of the growth in other revenues was primarily attributable to volume growth related to variable annuity riders and VUL/UL products.

Expenses

Compensation and benefits–field increased ~~$126~~$146 million, or ~~17%~~13%, for the ~~six~~nine months ended ~~June~~September 30, 2006 compared to the same period in ~~2005,~~2005. Excluding AMEX Assurance, compensation and benefits-field increased $183 million, or 17%, reflecting higher commissions paid as a result of the ~~revenue~~business growth and anthe increase in advisor assets under management.

~~Compensation~~

The increase in compensation and benefits–non-field ~~increased $87 million, or 16%, for~~was primarily attributable to higher costs associated with being an independent company, including higher management and administration costs, as well as higher performance-based compensation in recognition of the ~~six months ended June 30, 2006 compared~~year to

~~the six months ended June 30, 2005. During~~ date performance and strong investment management performance. In addition, during the first ~~half~~nine months of 2006, we recorded $16 million of severance and other costs related to the sale of our defined contribution recordkeeping business, $11 million of severance costs primarily related to our technology functions and ~~$11 million~~$13 of other severance, primarily related to our ongoing reengineering initiatives to improve efficiencies in our business. The remainder of the increase was attributable to higher costs associated with being an independent company, including higher management and administration costs, and to a lesser extent, an increase of $19 million in management incentives.

Interest credited to account values decreased $8$28 million, or 1%3%, for the ~~six~~nine months ended ~~June~~September 30, 2006 compared to the ~~six~~nine months ended ~~June~~September 30, 2005, reflecting a decrease related to annuities of ~~$25~~$44 million ~~partially~~and a net increase related to certificates of $10 million. Lower interest credited as a result of declining investment certificate balances was more than offset by ~~an increase of $12 million on investment certificates primarily driven by a~~ increased certificate crediting rates due to higher short-term interest ~~rate environment.~~rates and, to a lesser extent, stock market appreciation. The hedge benefit from the stock market appreciation is reflected in net investment income.

Benefits, claims, losses and settlement expenses for the ~~six~~nine months ended ~~June~~September 30, 2006 ~~decreased $4~~increased $39 million, or 1%6%, compared to the ~~first half~~same period in 2005. Our VUL/UL and auto and home products had increases in these expenses of ~~2005. Excluding $39~~$29 million and $12 million respectively, partially offset by a $15 million decrease in expenses related to our variable annuity products. The higher VUL/UL expenses reflect the impact of the $12 million DAC unlocking reserve increase discussed previously, $7 million of ~~AMEX Assurance~~additional claims expense ~~from~~in connection with the ~~first half~~recognition of ~~2005, benefits,~~previously deferred cost of insurance revenues and increased claim costs. Benefits, claims, losses and settlement expenses ~~increased $35~~for the first nine months of 2005 included a $12 million ~~or 8%, reflecting a~~ net ~~increase of $43 million~~reduction to expense related to ~~our Protection segment and a net decrease of $8 million~~AMEX Assurance. The increase in these expenses related to ~~our AA&I segment.~~auto and home products was attributable to increased business partially offset by favorable loss experience.

Amortization of DAC in the first ~~half~~nine months of 2006 increased ~~$11~~$49 million, or 4%15%, from the same period of last year. Excluding $17 million of AMEX Assurance expense from the first ~~half~~nine months of 2005, DAC amortization increased ~~$28~~$66 million, or ~~11%~~22%. The reduction to DAC amortization from the third quarter DAC unlocking was $38 million in the third quarter of 2006, a decrease of $29 million from the third quarter DAC unlocking in 2005 of $67 million. In addition, we had higher DAC amortization related to auto and home insurance products in the first ~~half~~nine months of 2006 ~~includes~~which included an adjustment to DAC balances of $28 ~~million~~million. DAC amortization related to auto and home ~~insurance.~~insurance was also higher in the year to date 2006 period as a result of the effect of increased business and shorter amortization periods compared to the year to date 2005 period.

Interest and debt expense increased $31 million to $83 million for the ~~six~~nine months ended ~~June~~September 30, 2006 ~~increased by $15 million~~ compared to the ~~six~~nine months ended ~~June~~September 30, 2005. Interest and debt expense in the first ~~half~~nine months of 2006 ~~reflects $4~~includes $13 million of interest on the junior ~~subordinated~~ notes ~~we issued~~and $56 million of interest on ~~May 26, 2006.~~the $1.5 billion senior notes as compared to interest on American Express debt of $44 million for the first nine months of 2005. Also included in interest and debt expense for the 2006 period is $4$6 million of interest ~~expense~~ on non-recourse debt of the consolidated property fund limited partnerships. The balance of the increase in interest expense primarily relates to higher interest expense on the $1.5 billion senior notes in 2006 as compared to the interest expense on American Express debt of $1.6 billion in 2005.

Separation costs incurred during the first ~~half~~nine months of 2006 were ~~$151~~$238 million ~~pretax ($98 million after-tax)~~ compared with ~~pretax~~ separation costs of ~~$76~~$168 million ~~($50 million after-tax)~~ in the first ~~half~~nine months of 2005. Separation costs incurred during the ~~first half of~~ 2006 year to date period primarily related to technology costs and marketing and rebranding ~~spending and~~spending. Separation costs incurred during the 2005 year to date period were primarily related to advisor retention program costs, technology costs ~~while separation~~and costs ~~in 2005 were primarily comprised of advisor and other retention programs which were in place through~~associated with establishing the ~~end of 2005.~~Ameriprise Financial brand.

Other expenses for the ~~six~~nine months ended ~~June~~September 30, 2006 ~~increased $18~~decreased $39 million, or 3%5%, from the same period of 2005. Excluding ~~$13~~$14 million of other expenses of AMEX Assurance from the first ~~half~~nine months of 2005, other expenses in the first ~~half~~nine months of 2006 ~~increased $31~~decreased $25 million, or 6%3%, compared to the first ~~half~~nine months of ~~2005. Other expenses~~2005, primarily due to lower legal and regulatory costs in 2006. Legal and regulatory costs for the ~~first half~~nine months ended September 30, 2005 included $100 million related to the comprehensive settlement of ~~2006 included~~a consolidated securities class action lawsuit. This decrease was partially offset by $64 million of expense of the consolidated property fund limited partnerships and hedge fund limited partnerships and $14 million of expense, primarily related to the write-down of capitalized software, associated with the sale of our defined contribution recordkeeping business ~~and $27 million~~in the second quarter of ~~expense of~~2006. In addition, the ~~consolidated property fund limited partnerships. For the six months ended June 30, 2006 and 2005,~~ other expenses ~~included legal and regulatory costs~~for the year to date period of ~~$43~~2006 reflect net expense savings of $18 million ~~and $70 million, respectively.~~related to the sale of our defined contribution recordkeeping business.

Income Taxes

Our effective tax rate was ~~24.2%~~22.6% for the ~~six~~nine months ended ~~June~~September 30, 2006 compared to ~~25.9%~~27.7% for the ~~six~~nine months ended ~~June~~September 30, 2005. The lower effective tax rate for the ~~six months ended June 30,~~year to date 2006 period compared to the ~~same~~year to date 2005 period was primarily driven by prior year taxes, which were a net benefit in ~~2005 is primarily~~2006 and a net expense in 2005. Our effective tax rate for the first nine months of 2006 reflects a $13 million tax benefit related to the ~~levels~~finalization of ~~pretax income compared to~~the prior year tax ~~advantaged items in each period.~~returns. The effective tax rate for the first ~~six~~nine months of 2005 was ~~also~~ impacted by ~~higher non-tax deductible charges relative~~a $20 million tax expense applicable to ~~the first six months of 2006,~~prior years, partially offset by $3 million in tax benefits related to an IRS audit of prior years’ tax returns and a $7 million tax benefit related to the finalization of the prior year tax ~~returns.~~

returns. In addition, the year to date effective tax rate in 2005 was impacted by higher non-tax deductible charges relative to 2006. The effective tax rates are also impacted by the levels of pretax income relative to tax advantaged items in each period.

Segments

~~Six~~Nine Months Ended ~~June~~September 30, 2006 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2005

	Six Months Ended June 30, 2006					Six Months Ended June 30, 2005
	(in millions) (unaudited)			Percent Share of Total		(in millions) (unaudited)			Percent Share of Total
(in millions)											2006			Percent Share of Total		2005			Percent Share of Total
Total revenues
Asset Accumulation and Income	$	2,915		73	%	$	2,623		70	%	$	4,338		73	%	$	4,007		71	%
Protection	969			24		1,031			28		1,467			25		1,477			26
Corporate and Other	138			3		100			2		205			3		150			3
Eliminations	(20		)	—		(12		)	—		(31		)	(1	)	(19		)	—
Consolidated total revenues	$	4,002		100	%	$	3,742		100	%	$	5,979		100	%	$	5,615		100	%

Total expenses
Asset Accumulation and Income	$	2,465		68	%	$	2,278		69	%	$	3,696		69	%	$	3,478		70	%
Protection	803			22		788			24		1,150			21		1,102			22
Corporate and Other	377			10		251			7		570			11		436			8
Eliminations	(20		)	—		(12		)	—		(31		)	(1	)	(19		)	—
Consolidated total expenses	$	3,625		100	%	$	3,305		100	%	$	5,385		100	%	$	4,997		100	%

Pretax segment income (loss)
Asset Accumulation and Income	$	450		119	%	$	345		79	%	$	642		108	%	$	529		85	%
Protection	166			44		243			56		317			53		375			61
Corporate and Other	(239		)	(63	)	(151		)	(35	)	(365		)	(61	)	(286		)	(46	)
Consolidated income before income tax provision and discontinued operations	$	377		100	%	$	437		100	%	$	594		100	%	$	618		100	%

Asset Accumulation and Income

The following table presents financial information for our AA&I segment:

	Six Months Ended June 30,				Change					Nine Months Ended September 30,				Change
(in millions)	2006		2005		$			%		2006		2005		$			%
Revenues
Management, financial advice and service fees	$	1,300	$	1,101	$	199		18	%	$	1,957	$	1,724	$	233		14	%
Distribution fees	570		523		47			9		842		792		50			6
Net investment income	902		957		(55		)	(6	)	1,345		1,437		(92		)	(6	)
Other revenues	143		42		101			#		194		54		140			#
Total revenues	2,915		2,623		292			11		4,338		4,007		331			8
Expenses
Compensation and benefits-field	742		619		123			20		1,112		950		162			17
Interest credited to account values	559		567		(8		)	(1	)	840		867		(27		)	(3	)
Benefits, claims, losses and settlement expenses	16		24		(8		)	(33	)	19		31		(12		)	(39	)
Amortization of deferred acquisition costs	178		181		(3		)	(2	)	276		250		26			10
Interest and debt expense	8		—		8			#		12		—		12			#
Other expenses	962		887		75			8		1,437		1,380		57			4
Total expenses	2,465		2,278		187			8		3,696		3,478		218			6
Pretax segment income	$	450	$	345	$	105		30		$	642	$	529	$	113		21

#Variance of 100% or greater.

Overall

~~Pretax~~Our AA&I segment results for the nine months ended September 30, 2006 were led by the growth in our brokerage business. AA&I pretax segment income ~~for the six months ended June 30, 2006~~ was ~~driven~~also positively impacted by the ~~same general~~sale of our defined contribution recordkeeping business ~~trends as~~in the second ~~quarter.~~quarter of 2006, which generated a net gain of $36 million and an expense reduction in the current year to date period relative to the same period last year of $18 million. These improvements to profitability were offset by the impact of lower account balances and spread compression in the fixed annuity and certificate products.

Revenues

~~Management, financial advice~~The growth in our wrap assets and ~~service fees for the first half of 2006 increased $199 million, or 18%, compared~~annuity variable account assets discussed previously contributed to the first half of 2005. Our brokerage business increased $145 million, or 52%, compared to the first six months of 2005, primarily driven by higher average wrap fee assets resulting from strong net flows into Ameriprise Financial and SAI wrap accounts. Management,increases in management, financial advice and service fees related to ~~our~~brokerage and variable ~~annuity products also increased $60~~annuities of $188 million ~~or 27%, for the first half of 2006 compared~~and $87 million, respectively, partially offset by a decline in fees relative to the first ~~half~~nine months of 2005 of $21 million due to ~~strong net flows into these products.~~

~~Distribution~~the sale of our defined contribution recordkeeping business in the second quarter of 2006 and $49 million of Threadneedle hedge fund performance fees included in the first ~~half~~nine months of 2005. The annual Threadneedle hedge fund performance fees earned in 2006 will be reflected in the fourth quarter.

The majority of the growth in distribution fees were generated through our brokerage business, which had an increase in distribution fees of $60 million for the year to date period of 2006 ~~rose $47 million, or 9%,~~ over the ~~first half~~year to date period of ~~2005, substantially all of which~~2005. This growth in brokerage revenues was ~~attributable to increased retail brokerage activity, primarily~~partially offset by a decline in distribution fees related to ~~strong net flows in Ameriprise Financial and SAI wrap accounts.~~RiverSource mutual funds of $13 million largely due to lower fees on fewer proprietary mutual fund shares.

Net investment income declined ~~$55~~$92 million ~~in the first half of 2006~~ compared to the ~~same period in the prior year primarily as a result~~first nine months of ~~a decrease of $37 million in net~~2005, reflecting lower account balances on fixed annuity and certificate products. Net realized investment gains declined $17 million from the prior period. Net gains on trading securities and equity method investments in hedge funds included a ~~net decrease~~benefit from the consolidation of $9 million as a result of the impact of options hedging stock market certificates, equity index annuities and GMWB riders on certain variable annuities, and a decrease in investment income as a result of lower certificate and fixed annuity balances. Each of the hedge ~~related fluctuations~~fund limited partnerships which was ~~primarily offset in the interest credited to account values and benefits, claims, losses and settlement expense line items, where applicable. These negative impacts were partially~~ offset by ~~higher income from~~the loss on a single externally-managed hedge fund ~~investments and lower losses~~investment. The expenses related to the consolidated hedge fund limited partnerships are reflected in other ~~derivatives.~~expenses.

Other revenues in the first ~~half~~nine months of 2006 ~~include~~included $66 million from the sale of our defined contribution recordkeeping business and ~~$31~~$60 million related to ~~certain~~the consolidated property fund limited partnerships. The expenses related to the consolidated property fund limited partnerships and the sale of our defined contribution recordkeeping business ~~and the consolidated property fund limited partnerships~~ are primarily reflected in other expenses.

Expenses

The ~~20%~~17% increase in compensation and benefits-field reflects higher commissions paid driven by strong sales activity and higher advisor assets under management.

Interest credited to account values for the first ~~half~~nine months of 2006 ~~decreased $8~~declined $27 million ~~or 1%,~~ compared to the first ~~half~~nine months of ~~2005. A~~2005 primarily as a result of a continued decline in fixed annuity account balances which led to $44 million less interest credited during the year to date 2006 period. The decrease related to variable annuities was partially offset by a $10 million net increase in interest credited on ~~fixed annuities~~investment certificates. Certificate crediting rates increased as a result of ~~$26 million was partially~~higher short-term interest rates and, to a lesser extent, stock market appreciation, but were more than offset by ~~increases in~~lower interest credited ~~of $12 million on~~due to declining investment ~~certificates and $5 million on assets related to variable annuity products.~~certificate balances. The hedge benefit from the stock market appreciation is reflected in net investment income.

~~Benefits,~~The decrease in benefits, claims, losses and settlement expenses for the first ~~half~~nine months of 2006 was primarily ~~reflect lower GMWB/GMAB~~attributable to our variable annuity business which had a decrease of $38 million in GMWB rider costs ~~of $35 million,~~ partially offset by ~~higher GMDB/GMIB costs~~an increase of $16 million ~~higher sales inducement costs of $5 million and higher costs related to annuities of $5 million.~~in Guaranteed Minimum Death Benefit costs.

The ~~decrease~~increase in DAC amortization for the first nine months of 2006 was primarily due to the impact of DAC unlocking discussed previously, which was a net increase to amortization of ~~DAC~~$14 million in ~~the first half of~~ 2006 compared to ~~the same period~~a net decrease to amortization of $14 million in ~~2005 was attributable to a decrease of $15 million due to a~~2005. A lower proprietary mutual fund ~~share~~ DAC balance and lower redemption write-offs ~~partially offset by~~led to a ~~$13 million increase~~decline in DAC amortization ~~related to variable annuities~~of $23 million, which was offset by higher DAC amortization as a result of continued ~~strong product growth.~~growth in our variable annuity business and the associated DAC balance, along with the impact of GMWB.

Interest and debt expense for the nine months ended September 30, 2006 included $6 million of interest expense on non-recourse debt of the consolidated property fund limited partnerships.

For the ~~six~~nine months ended ~~June~~September 30, 2006, other expenses, which primarily reflect allocated corporate and support function costs, ~~include~~included $64 million of expense of the consolidated property fund limited partnerships and hedge fund limited partnerships and $30 million of costs associated with the sale of our defined contribution recordkeeping business ~~and $27 million~~in the second quarter of 2006. The sale related costs were offset by expense savings related to the defined contribution recordkeeping business following the sale. Legal and regulatory costs in the 2005 year to date period included $100 million of expense related to the settlement of a consolidated ~~property fund limited partnerships discussed previously.~~securities class action lawsuit. Other expenses for the first nine months of 2006 were also impacted by higher non-field compensation and benefits, included in other expenses on a segment reporting basis, as a result of increased performance-related management incentive compensation.

Protection

	Six Months Ended June 30,				Change					AMEX Assurance Six Months Ended June 30,		Change Excluding AMEX Assurance				Nine Months Ended September 30,				Change					AMEX Assurance Nine Months Ended September 30,			Change Excluding AMEX Assurance
(in millions)	2006		2005		$			%		2005		$		%		2006		2005		$			%		2005			$			%
Revenues
Management, financial advice and service fees	$	38	$	32	$	6		19	%	$	2	$	8	27	%	$	58	$	49	$	9		18	%	$	3		$	12		26	%
Distribution fees	55		54		1			2		—		1		2		82		81		1			1		—			1			1
Net investment income	175		171		4			2		6		10		6		262		258		4			2		9			13			5
Premiums	460		560		(100		)	(18	)	142		42		10		709		767		(58		)	(8	)	127			69			11
Other revenues	241		214		27			13		—		27		13		356		322		34			11		(1		)	33			10
Total revenues	969		1,031		(62		)	(6	)	150		88		10		1,467		1,477		(10		)	(1	)	138			128			10

Expenses
Compensation and benefits-field	45		45		—			—		2		2		5		67		92		(25		)	(27	)	37			12			22
Interest credited to account values	72		72		—			—		—		—		—		108		109		(1		)	(1	)	—			(1		)	(1	)
Benefits, claims, losses and settlement expenses	436		432		4			1		39		43		11		666		615		51			8		(12		)	39			6
Amortization of deferred acquisition costs	103		89		14			16		17		31		43		92		69		23			33		17			40			77
Other expenses	147		150		(3		)	(2	)	13		10		7		217		217		—			—		14			14			7
Total expenses	803		788		15			2		71		86		12		1,150		1,102		48			4		56			104			10
Pretax segment income	$	166	$	243	$	(77	)	(32	)	$	79	$	2	1		$	317	$	375	$	(58	)	(15	)	$	82		$	24		8

Overall

Pretax segment income infor the ~~Protection segment~~nine months ended September 30, 2006 decreased ~~$77~~$58 million, or ~~32%~~15%, compared to the same period in 2005. Pretax segment income excluding AMEX Assurance increased $2$24 million, or 1%8%, over the first ~~half~~nine months of 2005.

Revenues

~~Management,~~The increase in management, financial advice and service fees ~~for the first half of 2006 increased $6 million, or 19%, compared to the first half of 2005. This increase~~ was primarily driven by ~~growth in separate~~fees generated from higher levels of VUL variable account ~~assets underlying VUL products.~~values during the third quarter of 2006.

Net investment income for the ~~six~~nine months ended ~~June~~September 30, 2006 increased $4 million compared to the ~~six~~nine months ended ~~June~~September 30, 2005. Net investment income excluding AMEX Assurance increased ~~$10 million, or 6%.~~$13 million. Higher net investment income related to higher capital supporting the growth of our auto and home business ~~and increased income from hedge fund investments~~ was partially offset by a decline of $8 million in net realized investment ~~gains of $7 million.~~gains.

Premiums for the first ~~half~~nine months of 2006 decreased ~~$100~~$58 million, or ~~18%~~8%, compared to the same period of the prior year. Premiums excluding AMEX Assurance increased ~~$42~~$69 million, or ~~10%~~11%, primarily driven by premium increases of ~~$36~~$44 million in auto and home ~~insurance~~ and $7$23 million in disability income and long term care. The growth in disability income and long term care ~~insurance.~~premiums included an adjustment to premiums of $15 million as a result of a review of our long term care reinsurance arrangement during the third quarter of 2006.

~~Other~~The increase in other revenues for the ~~six~~nine months ended ~~June~~September 30, 2006 ~~increased $27 million, or 13%, compared to the six months ended June 30, 2005,~~was primarily related to VUL/UL products. The recognition of previously deferred cost of insurance revenues related to VUL/UL insurance added $18 million to the 2006 period. The ~~remainder~~balance of the revenue growth was primarily volume-related.

Expenses

Compensation and benefits-field for the first nine months of 2006 decreased $25 million compared to the first nine months of 2005. Excluding AMEX Assurance, compensation and benefits-field increased $12 million, primarily as a result of the favorable impact in the third quarter of 2005 of a $9 million ceding commission related to the assumption of E&O reserves from AMEX Assurance and to a lesser extent, overall business growth.

Benefits, claims, losses and settlement expenses for the ~~six~~nine months ended ~~June~~September 30, 2006 increased $4$51 million, or 1%8%, compared to the ~~six~~nine months ended ~~June~~September 30, 2005. Excluding a $12 million net reduction to expense related to AMEX Assurance, these expenses rose ~~$43~~$39 million, or ~~11%~~6%, primarily due to ~~higher claims~~increases in ~~disability income~~expenses related to our VUL/UL and ~~long term care insurance and higher average~~ auto and home ~~insurance~~

~~policies in-force. In addition, we recognized~~products of $29 million and $12 million respectively. The higher VUL/UL expenses for the 2006 period included the DAC unlocking reserve increase discussed previously of $12 million, $7 million of additional claims expense in connection with the recognition of previously deferred cost of insurance revenues ~~discussed previously. These increases~~and increased claim costs. The net increase in these expenses related to ~~expense~~auto and home products were due to higher average auto and home insurance policies in-force, partially offset by a $12 million reduction to reserves ~~related to auto and home insurance~~ to reflect an improving loss ratio relative to accident years 2004 and 2005.

Amortization of DAC for the first ~~half~~nine months of 2006 increased ~~$14~~$23 million, or ~~16%~~33%, compared to the first ~~half~~nine months of 2005. Excluding AMEX Assurance, amortization of DAC increased ~~$31~~$40 million, or ~~43%~~77%. ~~This increase was primarily attributable to the~~We recognized $28 million of additional DAC amortization in the 2006 period as a result of an adjustment to DAC balances related to auto and home ~~insurance products.~~insurance. DAC amortization related to auto and home insurance is also ~~increased~~higher in the year to date 2006 period as a result of ~~an adjustment~~the effect of ~~$5 million~~increased business and shorter amortization periods compared to the unearned commission balance. In connection with recognizing the deferred cost of insurance revenues, the related claim liabilities and other outstanding claim liabilities were included in the calculation of estimated gross profits for VUL/UL resulting in a $5 million reductionyear to ~~DAC amortization.~~date 2005 period.

Other expenses for the first ~~half~~nine months of 2006 ~~decreased $3 million, or 2%, from~~were level with the first ~~half~~nine months of 2005. Other expenses excluding AMEX Assurance increased ~~$10~~$14 million, or 7%. This increase iswas primarily attributable to ~~increased~~higher allocated corporate and support function costs, including non-field compensation and benefits, attributable to ~~support~~ the ~~growth in the auto and home business.~~Protection segment.

Corporate and Other

The following table presents financial information for our Corporate segment for the periods indicated:

	Six Months Ended June 30,						Change					Nine Months Ended September 30,						Change
(in millions)	2006			2005			$			%		2006			2005			$			%
Revenues
Management, financial advice and service fees	$	99		$	107		$	(8	)	(7	)%	$	145		$	154		$	(9	)	(6	)%
Distribution fees	1			—			1			#		2			—			2			#
Net investment income (loss)	22			(22		)	44			#		36			(28		)	64			#
Other revenues	16			15			1			7		22			24			(2		)	(8	)
Total revenues	138			100			38			38		205			150			55			37
Expenses
Compensation and benefits-field	83			80			3			4		125			115			10			9
Interest and debt expense	46			36			10			28		76			52			24			46
Separation costs	151			76			75			99		238			168			70			42
Other expenses	97			59			38			64		131			101			30			30
Total expenses	377			251			126			50		570			436			134			31
Pretax segment loss	$	(239	)	$	(151	)	$	(88	)	(58	)	$	(365	)	$	(286	)	$	(79	)	28

#Variance of 100% or greater.

Overall

~~The~~Our Corporate pretax segment loss was ~~$239~~$365 million for the ~~six~~nine months ended ~~June~~September 30, 2006, compared to ~~$151~~$286 million for the same period in 2005. The ~~Corporate~~higher pretax segment loss ~~before~~in the 2006 year to date period was primarily due to the $70 million increase in separation costs, ~~for~~as the ~~six months ended June 30, 2006~~improvement to investment income was offset by higher interest and ~~2005 was $88 million~~debt expense and ~~$75 million, respectively.~~other expenses.

Revenues

Net investment income (loss) for the first ~~half~~nine months of 2006 increased ~~$44~~$64 million to income of ~~$22~~$36 million compared to a loss of ~~$22~~$28 million for the first ~~half~~nine months of 2005. This ~~increase~~improvement was ~~driven by~~primarily attributable to higher ~~average~~ invested assets, ~~and a decrease in losses on derivatives. These improvements to investment income were~~ partially offset by a decrease in net realized investment gains of ~~$13~~$12 million.

Expenses

Compensation and benefits-field for the first nine months of 2006 increased by $10 million over the first nine months of 2005 and was primarily driven by an increase in financial planning revenue.

Interest and debt expense for the ~~six~~nine months ended ~~June~~September 30, 2006 ~~includes $4~~included $13 million of interest on the junior ~~subordinated~~ notes ~~we issued on May 26, 2006. Also included in interest~~ and ~~debt expense for the first half of 2006 is $4~~$56 million of interest ~~expense~~ on ~~non-recourse~~our $1.5 billion senior notes compared to interest on American Express debt of $44 million for the ~~consolidated property fund limited partnerships.~~nine months ended September 30, 2005.

Separation costs for the first ~~half~~nine months of 2006 increased ~~by $75~~$70 million over the first ~~half~~nine months of 2005. During the first ~~half~~nine months of 2006, separation costs were primarily comprised of technology costs and marketing and rebranding ~~spending and technology costs.~~spending. For the first ~~half~~nine months of 2005, separation costs were primarily related to advisor retention program costs, technology costs and ~~other retention programs.~~

costs associated with establishing the Ameriprise Financial brand.

Other expenses in the first ~~half~~nine months of 2006 increased ~~$38~~$30 million, or ~~64%~~30%, compared to the first ~~half~~nine months of 2005. ~~During~~For the ~~first half of~~nine months ended September 30, 2006, we incurred ~~$22~~$24 million of severance costs, of which ~~$11~~$13 million was primarily related to our ongoing reengineering initiatives to improve efficiencies in our business and $11 million was primarily related to our technology functions. The balance of the increase in other ~~expense~~expenses was attributable to higher costs associated with being an independent entity, as well as higher expenses related to corporate projects and other corporate activities.

Liquidity and Capital Resources

We maintained substantial liquidity during the first ~~six~~nine months of 2006. At ~~June~~September 30, 2006 we had ~~$2.1~~$3.3 billion in cash and cash equivalents, ~~which remained constant with~~an increase of $1.2 billion from the balance at June 30, ~~2005 but increased from cash and cash equivalents at March 31,~~ 2006 of ~~$1.7 billion~~$2.1 billion. This increase was primarily due to ~~our issuance~~$1.0 billion of ~~$500 million~~cash we received in connection with the September 2006 acquisition of ~~junior subordinated notes in May 2006.~~customer loans and assumption of customer deposits of AEBFSB. We have additional liquidity available through an unsecured revolving credit facility for $750 million that expires in September 2010. Under the terms of the underlying credit agreement, we can increase this facility to $1.0 billion. Available borrowings under this facility are reduced by any outstanding letters of credit. We have had no borrowings under this facility but we have had outstanding letters of credit, which have been insignificant. We believe cash flows from operating activities, available cash balances and our availability of revolver borrowings will be sufficient to fund our operating liquidity needs.

Ameriprise Financial, Inc. is primarily a parent holding company for the operations carried out by our wholly owned subsidiaries. Because of our holding company structure, our ability to meet our cash requirements, including the payment of dividends on our common stock, substantially depends upon the receipt of dividends from our subsidiaries, particularly our life insurance subsidiary, IDS Life Insurance Company (“IDS Life”), our face-amount certificate subsidiary, Ameriprise Certificate Company, our retail introducing broker-dealer subsidiary, Ameriprise Financial Services, Inc., our clearing broker-dealer subsidiary, American Enterprise Investment Services, Inc., our auto and home insurance subsidiary, IDS Property Casualty Insurance Company (doing business as Ameriprise Auto & Home Insurance) and our investment advisory company, RiverSource Investments LLC. The payment of dividends by many of our subsidiaries is restricted and certain of our subsidiaries are subject to regulatory capital requirements.

Actual capital and regulatory capital requirements for such subsidiaries were as follows:

	Actual Capital as of						Actual Capital as of
	June 30, 2006		December 31, 2005		Regulatory Capital Requirement
(in millions)							September 30, 2006		December 31, 2005		Regulatory Capital Requirement
	(in millions)
IDS Life Insurance Company(1)(4)	$	3,382	$	3,270	$	751	$	3,340	$	3,270	$	751
American Enterprise Life Insurance Company(1)(4)	565		583		125		593		583		125
IDS Property Casualty Insurance Company(1)(5)	498		448		83		503		448		112
Ameriprise Certificate Company(2)(5)	294		333		268		288		333		250
AMEX Assurance Company(1)(4)	118		115		23		116		115		23
IDS Life Insurance Company of New York(1)(4)	239		246		40		245		246		40
Threadneedle Asset Management Holdings Ltd.(3)	187		187		100
Threadneedle Asset Management Holdings Ltd.(3)							207		187		123
American Enterprise Investment Services Inc.(2)(5)	80		97		6		59		97		6
Ameriprise Financial Services, Inc.(2)(5)	83		47		#		115		47		#
American Partners Life Insurance Company(1)(4)	73		68		11		76		68		11
American Centurion Life Assurance Company(1)(4)	65		62		13		68		62		13
Ameriprise Trust Company(5)	84		47		37		47		47		38
Ameriprise Insurance Company(1)(5)	46		—		2		47		—		2
Securities America, Inc.(2)(5)	12		15		#		10		15		#
Ameriprise Bank, FSB(6)							172		—		93
RiverSource Distributors, Inc.(2)(5)							#		—		#

#Amounts are less than $1 million.

(1)Actual capital is determined on a statutory basis.

(2)Actual capital is determined on an adjusted U.S. GAAP basis.

(3)Actual capital and regulatory capital requirements are determined in accordance with U.K. regulatory legislation. Both actual capital and regulatory capital requirements are as of ~~December 31, 2005,~~June 30, 2006, based on the most recent required U.K. filing.

(4)Regulatory capital requirement is based on the most recent statutory risk-based capital filing, as of December 31, 2005.

(5)Regulatory capital requirement is based on applicable regulatory requirement, calculated as of ~~June~~September 30, 2006.

(6) Actual capital and regulatory capital requirement are based upon the Tier 1 (core) capital calculations in accordance with the Office of Thrift Supervision and Federal Deposit Insurance Corporation regulations.

In addition to the particular regulations restricting dividend payments and establishing subsidiary capitalization requirements,

we take into account the overall health of the business, capital levels and risk management considerations in determining a dividend strategy for payments to our company from our subsidiaries, and in deciding to use cash to make capital contributions to our subsidiaries. On May 15 and September 26, 2006, IDS Life paid an extraordinary ~~dividend~~dividends of $100 million on each date to Ameriprise Financial. Prior to the payment of ~~this dividend,~~each of these dividends, IDS Life made the required advance notice to the Minnesota Department of Commerce, its primary state regulator, and received a response from ~~them~~it stating that ~~they~~it did not object to the payment of ~~this dividend.~~these dividends.

Operating Activities

For the ~~six~~nine months ended ~~June~~September 30, 2006, net cash provided by operating activities was ~~$536~~$716 million compared to ~~$396~~$386 million for the first ~~six~~nine months of 2005, an increase of ~~$140~~$330 million. This increase was primarily attributable to a lower level of segregated cash at ~~June~~September 30, 2006.

Other assets and other liabilities ~~and restricted cash~~ at ~~June~~September 30, 2006 ~~include $400 million, $343~~included $406 million and ~~$86~~$557 million, respectively, of certain limited partnerships which are consolidated beginning in 2006 pursuant to EITF 04-5.

Investing Activities

~~Our~~For the nine months ended September 30, 2006, net cash provided by investing activities ~~primarily relate~~was $3.4 billion compared to net cash used in investing activities of $664 million for the nine months ended September 30, 2005, a cash flow improvement of $4.1 billion. The majority of this cash flow improvement was attributable to our ~~Available-for-Sale investment~~Available-for-Sale-investment portfolio. Further, this activity is significantly affected by the net flows of our investment certificate, fixed annuity and universal life products reflected in financing activities. For the six months ended June 30, net cash provided by investing activities was $1.2 billion in 2006 compared to $260 million in 2005, a cash flow improvement of $910 million. This improvement was primarily attributable to less cash used for purchases of Available-for-Sale securities, partially offset by decreases in proceeds from sales and maturities, sinking fund payments and calls. Purchases of Available-for-Sale securities decreased ~~$3.0~~$4.2 billion to ~~$1.8~~$2.2 billion for the ~~six~~nine months ended ~~June~~September 30, 2006 compared to ~~$4.8~~$6.4 billion for the ~~six~~nine months ended ~~June~~September 30, 2005. Proceeds from sales of Available-for-Sale securities for the ~~six~~nine months ended ~~June~~September 30, 2006 decreased ~~$1.1~~$1.4 billion to ~~$1.2~~$2.1 billion from ~~$2.3~~$3.5 billion for the ~~six~~nine months ended ~~June~~September 30, 2005. ~~Maturities, sinking fund payments and calls of Available-for-Sale securities decreased $468 million to $1.7 billion~~

Investing activities for the ~~six~~nine months ended ~~June~~September 30, 2006 ~~compared~~also included $1.0 billion related to ~~$2.2 billion for~~ the ~~six months ended June 30, 2005.~~purchase of customer loans and assumption of customer deposits from AEBFSB in connection with our launch of Ameriprise Bank in September 2006. The transaction, recorded at fair value, included $963 million of customer deposits and $12 million of customer loans. We also received cash of $951 million from AEBFSB in connection with this purchase. For more information about Ameriprise Bank and the purchase of assets and assumption of liabilities from AEBFSB, see Note 4 to our Consolidated Financial Statements.

Our Available-for-Sale investments primarily ~~include~~included corporate debt securities and mortgage and other asset-backed securities, which had a fair value of ~~$17.5~~$17.3 billion and ~~$12.8~~$12.5 billion, respectively, at ~~June~~September 30, 2006 compared to $18.6 billion and $13.9 billion, respectively, at December 31, 2005. Our Available-for-Sale corporate debt securities comprise a diverse portfolio, with the largest concentrations of the portfolio in the following industries: ~~34%~~33% in banking and finance, 21% in utilities and 13% in media. Investments also ~~include~~included $3.1 billion of mortgage loans on real estate as of ~~both June~~September 30, 2006 and December 31, 2005. At ~~June~~September 30, 2006 and December 31, 2005, 69% and 70%, respectively, of our Available-for-Sale investment portfolio was rated A or better, while 7% of our Available-for-Sale investment portfolio was below investment ~~grade.~~grade at both dates.

Our total investments at ~~June~~September 30, 2006 and December 31, 2005 included investments held by our insurance subsidiaries of ~~$30.8~~$30.3 billion and $32.5 billion, respectively. Investments are principally funded by sales of insurance, annuities and investment certificates and by reinvested income. Maturities of these investments are largely matched with the expected future payments of insurance and annuity obligations.

Investments at ~~June~~September 30, 2006 included ~~$181~~$179 million of trading securities (which, prior to the adoption of ~~which $159~~EITF 04-5, would have been $154 million ~~had previously been accounted for~~ under the equity ~~method)~~method of accounting) of certain hedge fund limited partnerships which were consolidated pursuant to EITF 04-5 beginning in 2006. The consolidated hedge fund and property fund limited partnerships had $126 million of restricted cash at September 30, 2006.

Financing Activities

For the ~~six~~nine months ended ~~June~~September 30, 2006, net cash used in financing activities was ~~$2.1~~$3.3 billion compared to net cash provided by financing activities of ~~$424 million~~$1.3 billion for the ~~six~~nine months ended ~~June~~September 30, 2005, a decrease of ~~$2.5~~$4.6 billion. This decline in cash flow was primarily due to lower sales of certificate products, higher ~~amounts of maturities and cash surrenders related to certificates and higher~~ surrenders and death benefits related to fixed ~~annuities.~~annuities and a net decrease related to debt and capital transactions.

For the ~~six~~nine months ended ~~June~~September 30, 2006 compared to the same period in 2005, cash flows related to payments we receive from certificate owners declined ~~$1.1~~$1.5 billion while cash used for certificate maturities and cash surrenders increased ~~$329~~$140 million. The reduction in sales and increase in maturities iswas the result of the American Express Bank Limited and American Express Bank International business wind-down and a sales promotion that was in effect during a portion of the 2005 period and not in 2006. ~~We received our federal savings bank charter and are awaiting approval by the FDIC. We expect to launch our Ameriprise FSB in the third quarter of 2006.~~ Cash used for surrenders and ~~death~~other benefits on policyholder and

contractholder account values, most of which related to fixed annuities, increased ~~$819 million~~$1.2 billion for the first ~~six~~nine months of 2006 compared to the same period in 2005.

On May 26, 2006, we issued $500 million of junior notes and incurred debt issuance costs of $6 million. These junior notes are due in 2066 and carry a fixed interest rate of 7.518% for the first 10 years, converting to a variable interest rate thereafter. Refer to Note 6 to the Consolidated Financial Statements for further details. The proceeds from the issuance were for general corporate purposes.

We repaid our $50 million medium-term notes in February 2006. In addition, $168 million of nonrecourse debt related to the consolidated property fund limited partnerships was repaid in September 2006 following a restructuring of the partnership capital.

During the ~~six~~nine months ended ~~June~~September 30, 2006, we used total cash of ~~$316~~$422 million for the purchase of ~~7.4~~9.7 million treasury shares under our share repurchase programs. We used our existing working capital to fund these share repurchases, and we currently intend to fund additional share repurchases through existing working capital, future earnings and other customary financing methods. Pursuant to the Ameriprise Financial 2005 Incentive Compensation Plan, we reacquired 0.4 million shares of our common stock through the surrender of restricted shares upon vesting and paid in the aggregate $16 million related to the holders’ income tax obligations on the vesting date.

~~On May 26, 2006, we issued $500 million of junior subordinated notes and incurred debt issuance costs of $6 million.~~ ~~These junior subordinated notes are due 2066 and carry a fixed interest rate of 7.518% for the first 10 years, converting to a variable interest rate thereafter.~~ ~~Refer to Note 5 to the Consolidated Financial Statements for further details. The proceeds from the issuance were for general corporate purposes.~~

We repaid our $50 million medium-term notes in the first six months of 2006. Debt at June 30, 2006 includes $165 million of floating rate revolving credit borrowings related to the consolidated property fund limited partnerships. This debt is non-recourse and will be extinguished with the cash flows from the sale of investments held within the partnerships. We also had non-recourse fixed and floating rate notes due 2011 related to a consolidated CDO at June 30, 2006 and December 31, 2005 of $254 million and $283 million, respectively, which will be extinguished with the cash flows from the investments held within the portfolio of the CDO.

We paid regular quarterly cash dividends to our shareholders totaling ~~$55~~$82 million for the ~~six~~nine months ended ~~June~~September 30, 2006, or $0.11 per common share for each quarterly period. On ~~July 25,~~October 24, 2006, our Board of Directors declared a regular quarterly cash dividend of $0.11 per common share. The dividend is payable on ~~August 18,~~November 17, 2006 to our shareholders of record at the close of business on ~~August 8,~~November 7, 2006.

For the nine months ended September 30, 2005, debt and capital transactions included the $1.1 billion capital contribution we received from American Express. In addition, we entered into an unsecured bridge loan facility in the amount of $1.4 billion and repaid $1.3 billion of American Express intercompany debt.

Contractual Commitments

~~Our~~The junior ~~subordinated~~ notes we issued on May 26, 2006 require interest payments at a fixed rate of 7.518% through May 31, 2016, and thereafter at a variable rate until the maturity date. Principal on the junior ~~subordinated~~ notes is due in 2066. At our option, we may redeem the junior ~~subordinated~~ notes prior to the maturity date subject to the terms of the underlying indenture agreement, as amended. For more information about the junior notes, see Note 6 to our Consolidated Financial Statements.

We completed a portion of our commitment to purchase certain assets and liabilities of AEBFSB during the third quarter of 2006 when Ameriprise Bank acquired $12 million of customer loans, assumed $963 million of customer deposits and received cash of $951 million from AEBFSB. Ameriprise Bank purchased for cash consideration $49 million of customer loans from AEBFSB in October 2006 and it is expected that Ameriprise Bank will purchase for cash consideration approximately $440 million of additional customer loans from AEBFSB in November 2006. Separately, in October 2006, we acquired $33 million of secured loans from American Express Credit Corporation. For more information about Ameriprise Bank, its purchase of assets and assumption of liabilities from AEBFSB and our purchase of secured loans from American Express Credit Corporation, see Note 4 to our Consolidated Financial Statements.

There were no other material changes in our contractual obligations disclosed in our Annual Report on Form 10-K for the year ended December 31, 2005. ~~For more information about the junior subordinated notes, see Note 5 to our Consolidated Financial Statements.~~

Off-Balance Sheet Arrangements

During the ~~six~~nine months ended ~~June~~September 30, 2006, we closed ~~a $700~~on two structured investments that we manage. The structures currently have approximately $925 million ~~CDO issuance.~~issued but can increase to approximately $1.2 billion when fully subscribed. As a condition to managing ~~the CDO,~~these investments, we were required to invest ~~$5.0~~$5 million in the residual or “equity” tranche of ~~the CDO,~~each facility, which is the most subordinated tranche of securities issued by the ~~CDO entity.~~structured investment entities. As an investor in the residual tranche, our return correlates to the performance of the portfolio of high-yield investments comprising the ~~CDO.~~structured investments. Our exposure as an investor is limited solely to our aggregate investment in ~~the CDO~~these facilities and we have no obligation, contingent or otherwise, that could require any further funding of the ~~investment.~~investments. The ~~CDO is~~structured investments are considered a variable interest ~~entity~~entities under Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities,” as revised, but we were not required to consolidate the ~~CDO entity~~structured investment entities as we were not considered the primary beneficiary.

Forward-Looking Statements

This report contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those described in these forward-looking statements. We have made various forward-looking statements in this report. Examples of such forward-looking statements include:

· statements of our plans, intentions, expectations, objectives or goals, including those relating to the establishment of our new brands, our mass affluent client acquisition strategy, assets flows and our competitive environment;

· statements about our future economic performance, the performance of equity markets and interest rate variations and the economic performance of the United States; and

· statements of assumptions underlying such statements.

The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,”

~~“would,~~ “would,” “likely” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from such statements.

Such factors include, but are not limited to:

· the impact of the separation from American Express;

· our ability to establish our new brands;

· our capital structure as a stand-alone company, including our ratings and indebtedness, and limitations on our subsidiaries to pay dividends;

· changes in the interest rate and equity market environments;

· changes in the regulatory environment, including ongoing legal proceedings and regulatory actions;

· our investment management performance;

· effects of competition in the financial services industry and changes in our product distribution mix and distribution channels;

· risks of default by issuers of investments we own or by counterparties to derivative or reinsurance arrangements;

· experience deviations from our assumptions regarding morbidity, mortality and persistency in certain of our annuity and insurance products; and

· general economic and political factors, including consumer confidence in the economy.

The foregoing list of factors should be read in conjunction with our “Risk Factors” discussion included as Part 1, Item 1A of our Annual Report on Form 10-K filed with the SEC on March 8, 2006. These lists of factors are not exhaustive. There may also be other risks that we are 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. We undertake no obligation to update publicly or revise any forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~There have been no material~~Many of our recently issued variable annuity contracts contain guaranteed minimum withdrawal benefit (“GMWB”) provisions. Offering these guaranteed benefits exposes us to certain actuarial and capital market risks. We began issuing GMWB provisions in 2004, managing risk initially with a dynamic hedging program. As of November 2005, we implemented a more comprehensive hedging program, which utilizes a more static hedging approach. This hedging strategy is designed to manage economic risk and mitigate earnings volatility caused by changes in the equity markets, interest rates, and levels of implied volatility. We believe this primarily static approach improves our mitigation of market ~~risk during the six months ended June~~dislocation and operational risks as compared to a primarily dynamic hedging approach.

The total value of variable annuity contracts with GMWB riders has grown from $2.5 billion at December 31, 2005 to $5.6 billion at September 30, 2006. The notional amount of structured equity put options purchased as part of the hedge program for the GMWB has increased from $629 million at December 31, 2005 to $1.2 billion at September 30, 2006. The notional amount of GMWB related interest rate swaps was zero at December 31, 2005 and $58 million at September 30, 2006.

The variable annuity contracts with GMWB riders typically have account values based on an underlying portfolio of mutual funds, the values of which fluctuate based on equity market performance. Most of the GMWB in-force guarantee that over a period of approximately 14 years the client can withdraw an amount equal to what has been paid into the contract, regardless of the performance

of the underlying funds. In May 2006, we started offering an enhanced withdrawal benefit that gives policyholders a choice to withdraw 6% per year for the life of the policyholder or 7% per year until the amount withdrawn is equal to the guaranteed amount. At issue, the guaranteed amount is equal to the amount deposited, but the guarantee can be increased annually to the account value (a “step-up”) in the case of favorable market performance. The benefit was explicitly designed to control risk in two key ways. First, the GMWB provision requires that policyholders invest their funds in one of five asset allocation models, thus ensuring diversification across asset classes and underlying funds. Second, the GMWB provision does not offer automatic annual percentage increases to the guaranteed amount, thus preventing the guaranteed amount from growing during a down market.

The GMWB provisions are offered as riders which can be purchased by policyholders for a fee. These fees are recorded in the other revenues line of our Consolidated Statements of Income. We treat these guarantees as embedded derivatives that are accounted for separately from the underlying host variable annuity contract. These embedded derivatives are carried at fair value with changes in fair value recorded through earnings in the benefits, claims, losses and settlement expenses line of our Consolidated Statements of Income.

The fair value of the GMWB obligation is calculated based on projected cash flows over the life of the contract, including projected benefits and rider fees, and incorporating expectations concerning policyholder behavior. Projecting these cash flows requires management to select an appropriate capital markets model and to make subjective assumptions regarding policyholder behavior. Due to the complex nature of these cash flows and the fact that policyholder behavior is expected to be market-dependent, these cash flows are projected over a large set of stochastic scenarios. The fair value is equal to the average of the present value of projected benefits minus the average of the present value of a portion of the rider fees over these scenarios.

To ensure market consistency, these stochastic scenarios use risk-neutral assumptions calibrated to current market conditions. At each step, we assume expected returns based on risk-free rates as represented by the current LIBOR forward curve rates, utilizing an equity market model incorporating stochastic volatility. The stochastic volatility model is calibrated using market price quotes on a basket of options with varying tenors and strike levels. Present values are calculated by discounting projected cash flows using risk-free spot rates as represented by the current LIBOR spot curve.

Variable annuity contracts with GMWB riders generate volatility in net income each quarter due to revaluation of the embedded derivative liabilities, partially offset by related changes in deferred acquisition costs.

Our current hedging strategy, implemented in November 2005, is primarily a static hedge program. We purchase long-dated options designed to closely match the options embedded in the benefits guaranteed to policyholders. The core derivative instrument in the hedge portfolio is a long-dated structured equity put contract; this core instrument is supplemented with equity futures and interest rate swaps to further mitigate the risks not covered with the core equity put contract. This primarily static hedging strategy reduces our risk to major disruptions in the market and severe liquidity events because our program does not rely on frequent dynamic rebalancing and the ability to trade in the market. In addition, the primarily static nature of the hedge reduces the likelihood of operational and execution errors.

Our hedging strategy is designed such that changes in the value of the hedge position (which are recorded in the net investment income line of our Consolidated Statements of Income) move in the opposite direction of changes in the value of the embedded derivative of the GMWB.

In the past year, we have substantially increased our investment in our risk management program, adding more staff and improving our capital markets modeling and use of technology. We continue to invest in resources to monitor and evaluate our management of the risks from the GMWB product line as well as other variable annuity product guarantees.

These other guarantees include: a guaranteed minimum accumulation benefit (“GMAB”), guaranteed minimum death benefit (“GMDB”), and guaranteed minimum income benefit (“GMIB”). The total value of variable annuity contracts with GMAB riders has grown from $0.2 billion at December 31, 2005 to $1.1 billion at September 30, 2006. The total value of variable annuity contracts with GMIB riders has grown from $0.8 billion at December 31, 2005 to $0.9 billion at September 30, 2006. Virtually all of the variable annuity contracts have some form of GMDB provision. The net amount at risk associated with these provisions has decreased from $876 million at December 31, 2005 to $472 million at September 30, 2006. We do not currently hedge or reinsure the risk associated with these other benefits.

For additional information, refer to “Management’s Discussion and Analysis – Quantitative and Qualitative Disclosures About Market Risks” of the Ameriprise Financial, Inc. 2005 Annual Report to Shareholders filed as Exhibit 13 to our Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC on March 8, 2006.

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 and pursuant to the regulations of the Securities and Exchange Commission, 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.

Our management, 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 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 ~~June~~September 30, 2006.

Changes in Internal Control over Financial Reporting

~~There~~Other than for the initiation of the operations of Ameriprise Bank, FSB and its related operating systems and internal control structure, there were no changes in the Company’s 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, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 1012 to 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 Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC on March 8, 2006.

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 ~~second~~third quarter of 2006.

(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)
July 1 to July 31, 2006
Share repurchase program (1)	347,775	$	43.15	(2)	347,775	$	504,646,620
Employee transactions (3)	3,480	$	43.85		N/A	N/A

August 1 to August 31, 2006
Share repurchase program (1)	1,191,700	$	45.22	(2)	1,191,700	$	450,762,370
Employee transactions (3)	—	—			N/A	N/A

September 1 to September 30, 2006
Share repurchase program (1)	808,300	$	45.18	(2)	808,300	$	414,241,440
Employee transactions (3)	—	—			N/A	N/A

(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)

April 1 to April 30, 2006

Share repurchase program (1)

—

—

—

$
561,196,000

Employee transactions (3)

833

$
47.68

N/A

N/A

May 1 to May 31, 2006

Share repurchase program (1)

—

—

—

$
561,196,000

Employee transactions (3)

833

$
44.59

N/A

N/A

June 1 to June 30, 2006

Share repurchase program (1)

990,885

$
41.92
(2)
990,885

$
519,653,420
(2)
Employee transactions (3)

19,638

$
42.00

N/A

N/A

(1)On March 29, 2006, we announced that our Board of Directors authorized us to repurchase up to $750 million worth of our common stock through March 31, 2008. This share repurchase program does not require the purchase of any minimum number of shares, and depending on market conditions and factors, these purchases may be commenced or suspended at any time without prior notice. Acquisitions under this share repurchase program may be made in the open market, through block trades or other means.

(2)Includes commissions and other transaction costs of approximately $0.02 per share.

(3)Restricted shares withheld pursuant to the terms of awards under the Ameriprise Financial 2005 Incentive Compensation Plan (“2005 ICP”) to offset tax withholding obligations that occur upon vesting and release of restricted shares. The 2005 ICP provides that the value of the shares withheld shall be the average of the high and low prices of common stock of Ameriprise Financial, Inc. on the date the relevant transaction occurs.

~~ITEM 4.~~ ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~

The Company’s 2006 annual meeting of shareholders was held on April 26, 2006. The holders of 225,452,717 shares of common stock, which represents approximately 90 percent of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person or by proxy.

At the meeting, the vote on the election of three Class I directors, each for a term of three years to expire at the 2009 annual meeting or until their successors are elected and qualified, was as follows:

Votes
Name

Votes For

Withheld
Ira D. Hall

214,851,249

10,601,468
Jeffrey Noddle

221,517,841

3,934,876
Richard F. Powers, III

215,377,309

10,075,408

~~At the meeting, the vote on ratification of the Audit Committee’s selection of Ernst & Young LLP as independent registered public accounting firm for 2006 was as follows:~~

Proposal

Votes For

Votes Against

Abstentions
Ratification of Ernst & Young LLP as independent
registered public accounting firm for 2006

222,783,451

1,282,234

1,387,031

~~There were no broker non-votes in respect of either of the matters voted upon at the meeting.~~

ITEM 6. EXHIBITS

The list of exhibits required to be filed as exhibits to this report are listed on page E-1 hereof, under “Exhibit Index,” which is incorporated herein by reference.

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

For the Quarterly Period Ended ~~June~~September 30, 2006

or

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

Delaware		13-3180631
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

55 Ameriprise Financial Center, Minneapolis, Minnesota		55474
(Address of principal executive offices)		(Zip Code)

Class		Outstanding at ~~August 2,~~November 1, 2006
Common Stock (par value $.01 per share)		~~243,757,817~~241,962,986 shares

			Page No.

Part I.	Financial Information:

	Item 1.	Financial Statements

		Consolidated Statements of Income – Three ~~months~~Months and ~~six months ended June~~Nine Months Ended September 30, 2006 and 2005	3

		Consolidated Balance Sheets – ~~June~~September 30, 2006 and December 31, 2005	4

		Consolidated Statements of Cash Flows – ~~Six months ended June~~Nine Months Ended September 30, 2006 and 2005	5

		Consolidated Statements of Shareholders’ Equity – ~~Six months ended June~~Nine Months Ended September 30, 2006 and 2005	7

		Notes to Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	1922

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4047

	Item 4.	Controls and Procedures	4049

Part II.	Other Information:

	Item 1.	Legal Proceedings	4150

	Item 1A.	Risk Factors	4150

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

	~~Item 4.~~50	~~Submission of Matters to a Vote of Security Holders~~	42

	Item 6.	Exhibits	4250

	Signatures		4351

	Exhibit Index		E-1

	2006			2005
	(in millions)
Balance, January 1	$	4,182		$	3,956
Capitalization of acquisition costs	554			508
DAC transfer related to AMEX Assurance ceding arrangement	—			(117		)
Amortization, excluding impact of changes in assumptions	(406		)	(386		)
Amortization, impact of annual third quarter changes in DAC-related assumptions	38			67
Impact of change in net unrealized securities losses	55			60
Balance, September 30	$	4,423		$	4,088

	Outstanding Balance				Stated Interest Rate				Outstanding Balance				Stated Interest Rate
	June 30, 2006		December 31, 2005		June 30, 2006		December 31, 2005		September 30, 2006		December 31, 2005		September 30, 2006		December 31, 2005
	(in millions)								(in millions)
Junior subordinated notes due 2066	$	500	$	—	7.5	%	—	%
Senior notes due 2010	800		800		5.4		5.4		$	800	$	800	5.4	%	5.4	%
Senior notes due 2015	700		700		5.7		5.7		700		700		5.7		5.7
Junior subordinated notes due 2066									500		—		7.5		—
Medium-term notes due 2006	—		50		—		6.6		—		50		—		6.6
Floating rate revolving credit borrowings	165		—		5.6		—
Fixed and floating rate notes due 2011:
Floating rate senior notes	117		151		5.9		5.2		117		151		5.9		5.2
Fixed rate notes	83		79		8.6		8.6		83		79		8.6		8.6
Fixed rate senior notes	46		46		7.2		7.2		46		46		7.2		7.2
Fixed rate notes	8		7		13.3		13.3		8		7		13.3	%	13.3	%
Total	$	2,419	$	1,833					$	2,254	$	1,833

Three Months Ended June 30,	Asset Accumulation and Income		Protection		Corporate and Other			Eliminations			Consolidated
Three Months Ended September 30,													Asset Accumulation and Income		Protection		Corporate and Other			Eliminations			Consolidated
	(in millions)												(in millions)
2006
Revenue from external customers	$	1,488	$	491	$	74		$	—		$	2,053	$	1,418	$	492	$	67		$	—		$	1,977
Intersegment revenue	5		5		—			(10		)	—		5		6		—			(11		)	—
Total revenues	$	1,493	$	496	$	74		$	(10	)	$	2,053	$	1,423	$	498	$	67		$	(11	)	$	1,977
Income (loss) before income tax provision	$	222	$	92	$	(128	)	$	—		186		$	192	$	151	$	(126	)	$	—		$	217
Income tax provision											45												43
Net income											$	141											$	174

2005
Revenue from external customers	$	1,323	$	518	$	54		$	—		$	1,895	$	1,383	$	441	$	49		$	—		$	1,873
Intersegment revenue	1		5		—			(6		)	—		1		5		1			(7		)	—
Total revenues	$	1,324	$	523	$	54		$	(6	)	$	1,895	$	1,384	$	446	$	50		$	(7	)	$	1,873
Income (loss) before income tax provision and discontinued operations	$	171	$	130	$	(110	)	$	—		191		$	184	$	132	$	(135	)	$	—		$	181
Income tax provision											42												58
Income before discontinued operations											149												123
Income from discontinued operations, net of tax											6												2
Net income											$	155											$	125

Six Months Ended June 30,	Asset Accumulation and Income		Protection		Corporate and Other			Eliminations			Consolidated
	(in millions)
2006
Revenue from external customers	$	2, 906	$	958	$	138		$	—		$	4,002
Intersegment revenue	9		11		—			(20		)	—
Total revenues	$	2,915	$	969	$	138		$	(20	)	$	4,002
Income (loss) before income tax provision	$	450	$	166	$	(239	)	$	—		377
Income tax provision											91
Net income											$	286

2005
Revenue from external customers	$	2,622	$	1,021	$	99		$	—		$	3,742
Intersegment revenue	1		10		1			(12		)	—
Total revenues	$	2,623	$	1,031	$	100		$	(12	)	$	3,742
Income (loss) before income tax provision and discontinued operations	$	345	$	243	$	(151	)	$	—		437
Income tax provision											113
Income before discontinued operations											324
Income from discontinued operations, net of tax											14
Net income											$	338

Nine Months Ended September 30,	Asset Accumulation and Income		Protection		Corporate and Other			Eliminations			Consolidated
	(in millions)
2006
Revenue from external customers	$	4,324	$	1,450	$	205		$	—		$	5,979
Intersegment revenue	14		17		—			(31		)	—
Total revenues	$	4,338	$	1,467	$	205		$	(31	)	$	5,979
Income (loss) before income tax provision	$	642	$	317	$	(365	)	$	—		$	594
Income tax provision											134
Net income											$	460

2005
Revenue from external customers	$	4,005	$	1,462	$	148		$	—		$	5,615
Intersegment revenue	2		15		2			(19		)	—
Total revenues	$	4,007	$	1,477	$	150		$	(19	)	$	5,615
Income (loss) before income tax provision and discontinued operations	$	529	$	375	$	(286	)	$	—		$	618
Income tax provision											171
Income before discontinued operations											447
Income from discontinued operations, net of tax											16
Net income											$	463

	September 30,
Owned, Managed and Administered Assets	2006			2005			% Change
	(in billions)
Owned Assets
Separate accounts	$	48.8		$	39.8		23	%
Investments	36.2			39.5			(8	)
Other(1)	7.7			6.8			13
Total owned assets	92.7			86.1			8
Managed Assets
Managed Assets-Retail
RiverSource mutual funds	57.6			59.4			(3	)
Threadneedle mutual funds	15.6			13.4			16
Ameriprise Financial wrap account assets	59.9			47.0			27
Securities America, Inc. wrap account assets	10.2			6.7			52
Total managed assets-retail	143.3			126.5			13
Managed Assets-Institutional
RiverSource separately managed accounts/sub-advisory	26.8			27.3			(2	)
Threadneedle separately managed accounts/sub-advisory	108.0			99.6			8
Total managed assets-institutional	134.8			126.9			6
Managed Assets-Retirement Services
RiverSource collective funds	10.7			11.3			(5	)
Managed Assets-Eliminations(2)	(5.4		)	(4.6		)	(17	)
Total managed assets	283.4			260.1			9
Administered Assets(3)	63.9			74.4			(14	)

Total Owned, Managed and Administered Assets	$	440.0		$	420.6		5

	Three Months Ended June 30,				Change					Three Months Ended September 30,				Change
Non-GAAP Financial Measures (in millions)	2006		2005		$			%		2006		2005		$			%
Tax benefit attributable to separation costs	$	30	$	19	$	11		58	%	$	30	$	33	$	(3	)	(9	)%
Separation costs, after-tax	54		37		17			46		57		59		(2		)	(3	)
AMEX Assurance net income	—		26		(26		)	#		—		3		(3		)	#
Income before discontinued operations excluding non- recurring separation costs and AMEX Assurance	195		160		35			22
Income before discontinued operations excluding non-recurring separation costs and AMEX Assurance										231		179		52			29

(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)
April 1 to April 30, 2006
Share repurchase program (1)	—	—			—	$	561,196,000
Employee transactions (3)	833	$	47.68		N/A	N/A

May 1 to May 31, 2006
Share repurchase program (1)	—	—			—	$	561,196,000
Employee transactions (3)	833	$	44.59		N/A	N/A

June 1 to June 30, 2006
Share repurchase program (1)	990,885	$	41.92	(2)	990,885	$	519,653,420	(2)
Employee transactions (3)	19,638	$	42.00		N/A	N/A

		Votes
Name	Votes For	Withheld
Ira D. Hall	214,851,249	10,601,468
Jeffrey Noddle	221,517,841	3,934,876
Richard F. Powers, III	215,377,309	10,075,408

Proposal		Votes For		Votes Against		Abstentions
Ratification of Ernst & Young LLP as independent registered public accounting firm for 2006		222,783,451		1,282,234		1,387,031

		AMERIPRISE FINANCIAL, INC.
		(Registrant)


Date: ~~August 7,~~	November 6, 2006	By	/s/ Walter S. Berman
			Walter S. Berman
			Executive Vice President and
			Chief Financial Officer


Date: ~~August 7,~~	November 6, 2006	By	/s/ David K. Stewart
			David K. Stewart
			Senior Vice President and
			Controller
			(Principal Accounting Officer)

Exhibit		Description

3.1		Amended and 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 October 4, 2005).

3.2		Amended and Restated Bylaws of Ameriprise Financial, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, File No. 1-32525, filed on October 4, 2005).

4.1		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 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.

~~10.1~~		~~2006-2008 Long-Term Performance Plan Goals (incorporated by reference to Item 1.01 of the Current Report on Form 8-K, File No. 1-32525, filed on July 3, 2006).~~

~~10.2~~		~~Section 162(m) Long-Term Performance Pool Plan for 2007 and 2008 (incorporated by reference to Item 1.01 of the Current Report on Form 8-K, File No. 1-32525, filed on July 3, 2006).~~

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.