false
0000820027
AMERIPRISE FINANCIAL INC
0000820027
2025-02-25
2025-02-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 25, 2025
| AMERIPRISE FINANCIAL, INC. |
| (Exact name of registrant as specified in its charter) |
| |
| Delaware |
|
001-32525 |
|
13-3180631 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
1099 Ameriprise Financial Center
Minneapolis, Minnesota |
|
55474 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (612) 671-3131
Former name or former address, if changed since
last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol |
|
Name of each exchange on which registered |
| Common Stock (par value $.01 per share) |
|
AMP |
|
The New
York Stock Exchange, Inc. |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On February 28, 2025,
Ameriprise Financial, Inc. (the “Company”) issued $750,000,000 principal amount of its 5.200% Senior Notes due 2035 (the
“Notes”). The Notes were sold pursuant to the Underwriting Agreement (the “Underwriting Agreement”) that the Company
entered into on February 25, 2025 with Goldman Sachs & Co. LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein (collectively, the “Underwriters”). The Notes were offered pursuant
to the prospectus supplement dated February 25, 2025, to the prospectus dated February 23, 2024, each filed with the Securities
and Exchange Commission (the “Commission”) as part of the Company’s registration statement on Form S-3 (Registration
No. 333-277307) (the “Registration Statement”).
The following documents relating
to the Notes are filed herewith as exhibits and incorporated by reference into this Form 8-K and the Registration Statement: (i) the
Underwriting Agreement, (ii) the form of the Notes and (iii) the opinion of Faegre Drinker Biddle & Reath LLP.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
AMERIPRISE FINANCIAL, INC.
(Registrant) |
| |
|
| Date: February 28, 2025 |
By: |
/s/Shweta Jhanji |
| |
Name: |
Shweta Jhanji |
| |
Title: |
Senior Vice President and Treasurer |
Exhibit 1.1
AMERIPRISE
FINANCIAL, INC.
5.200%
SENIOR NOTES DUE 2035
_____________
UNDERWRITING
AGREEMENT
February 25, 2025
Goldman Sachs & Co.
LLC
200 West Street
New York, New York 10282
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
Wells Fargo Securities, LLC
550 South Tryon Street 5th Floor
Charlotte, North Carolina 28202
As representatives of the several Underwriters
named in Schedule I hereto
Ladies and Gentlemen:
Ameriprise Financial, Inc., a Delaware corporation (the “Company”),
proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”),
for whom Goldman Sachs & Co. LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”
or “you”), an aggregate of $750,000,000 principal amount of its 5.200% Senior Notes due 2035 (the “Notes”).
The Notes (i) will have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus
dated as of the date hereof (each as defined below) and (ii) are to be issued pursuant to the Company’s senior indenture dated
as of May 5, 2006, as amended and supplemented by an officer’s certificate to be dated as of the date of completion of this
offering (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor to
U.S. Bank National Association), as Trustee (the “Trustee”). This agreement (this “Agreement”) is
to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.
Capitalized terms used but not defined herein shall
have the meanings given to such terms in the Indenture.
| |
1. |
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. |
The Company represents and warrants to, and agrees
with, each Underwriter that as of the date hereof, as of the Applicable Time and as of the Closing Date:
(a) An
“automatic shelf registration statement” (as such term is defined in Rule 405 under the Securities Act of 1933, as amended
(the “Securities Act”)), on Form S-3 in respect of the Notes (File No. 333-277307) (the “Initial
Registration Statement”) (i) has been prepared by the Company in conformity with the requirements of the Securities Act
and the rules and regulations (the “Rules And Regulations”) of the Securities and Exchange Commission (the
“Commission”) thereunder and (ii) has been filed with the Commission thereunder not earlier than the date that
is three years prior to the Closing Date (as defined in Section 3 hereof). Such Initial Registration Statement, and any post-effective
amendment thereto, became effective on filing and continue to be effective under the Securities Act. Copies of such Initial Registration
Statement and any amendment thereto (excluding exhibits to such Initial Registration Statement but including all documents incorporated
by reference in each prospectus contained therein) have been delivered (or made available at any publicly accessible website maintained
by the Commission) by the Company to the Representatives; and no other document with respect to such Initial Registration Statement or
any such document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission. For purposes
of this Agreement,
“Applicable Time” means 3:15 P.M. (New
York City time) on the date of this Agreement;
“Base Prospectus” means the base
prospectus to be used in connection with offerings of debt securities, warrants, purchase contracts, units, preferred stock, depositary
shares and common stock of the Company on a continuous or delayed basis and filed as part of the Registration Statement, in the form in
which it has most recently been amended on or prior to the date hereof, relating to the Notes;
“Disclosure Package” means, as
of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus identified on Schedule
II hereto;
“Effective Date” means the date
as of which any part of the Registration Statement or any post-effective amendment thereto relating to the Notes became, or is deemed
to have become, effective under the Securities Act in accordance with the Rules and Regulations (including any deemed amendment pursuant
to Rule 430B);
“Issuer Free Writing Prospectus”
means each “issuer free writing prospectus”, as defined in Rule 433 of the Rules and Regulations relating to the
Notes, but which does not include communications not deemed a prospectus pursuant to Rule 134 of the Securities Act and historical
issuer information meeting the requirements of Rule 433(e)(2) of the Securities Act, prepared by or on behalf of the Company
or used or referred to by the Company in connection with the offering of the Notes, including the final term sheet prepared pursuant to
Section 4(a) hereof and attached to this Agreement in Schedule II hereto (the “Final Term Sheet”);
“Preliminary Prospectus” means
any preliminary prospectus relating to the Notes, including the Base Prospectus and any preliminary prospectus supplement thereto, included
in the Registration Statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
“Prospectus” means the final prospectus
relating to the Notes, including the Base Prospectus and any final prospectus supplement thereto relating to the Notes, as filed with
the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(a) hereof; and
“Registration Statement” means,
collectively, the various parts of the Initial Registration Statement, including all exhibits thereto and any Preliminary Prospectus and
the Prospectus that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of
the registration statement, each as amended as of the Effective Date for such part.
Any reference to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the “most
recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement
or filed pursuant to Rule 424(b) prior to or on the date hereof (including, for purposes hereof, any documents incorporated
by reference therein prior to or on the date hereof). Any reference to any amendment or supplement to any Base Prospectus, Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus
supplement relating to the Notes filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and any
document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Base
Prospectus, Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Base Prospectus, Preliminary
Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to
include any document filed under the Exchange Act, including the annual report of the Company on Form 10-K filed with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act, after the Effective Date of the Registration Statement that is
incorporated by reference in the Registration Statement.
(b) No
stop order suspending the effectiveness of the Registration Statement has been issued; no proceeding for that purpose has been initiated
or threatened by the Commission; no notice of objection of the Commission to the use of the Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order preventing
or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission.
(c) The
Registration Statement conformed in all material respects on the Effective Date, and any amendment or supplement to the Registration Statement
filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act, the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”), and the Rules and Regulations. The Preliminary Prospectus
as of the date of its filing with the Commission conformed, and the Prospectus and any amendment or supplement to the Prospectus as of
the date of its filing with the Commission and as of the Closing Date will conform, in all material respects, to the requirements of the
Securities Act, the Trust Indenture Act and the Rules and Regulations.
(d) The
Registration Statement did not and will not, as of the applicable Effective Date as to each part of the Registration Statement and as
of the applicable filing date as to any amendment or supplement thereto, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that
no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in
conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter expressly
for use therein, which information is specified in Section 12, or with respect to any Statement of Eligibility (Form T-1) under
the Trust Indenture Act filed as an exhibit thereto.
(e) (i) The
Disclosure Package did not, as of the Applicable Time, and will not, on the Closing Date, and (ii) neither any electronic road show
presentation related to the offering of the Notes listed on Schedule II hereto (a “Road Show”), nor any other Issuer
Free Writing Prospectus not included in the Disclosure Package, in each case, when considered together with the Disclosure Package, did,
as of the Applicable Time, or will, as of the Closing Date, in each case of clause (i) and (ii), contain any untrue statement of
a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted
from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representatives
by or on behalf of any Underwriter expressly for use therein, which information is specified in Section 12, or with respect to any
Statement of Eligibility (Form T-1) under the Trust Indenture Act filed as an exhibit thereto.
(f) The
Preliminary Prospectus did not, at the time of filing thereof, and the Prospectus and any amendment or supplement thereto did not, as
of its date, and will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, that no representation or warranty is made as to information contained in or omitted from
the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or
on behalf of any Underwriter expressly for use therein, which information is specified in Section 12, or with respect to any Statement
of Eligibility (Form T-1) under the Trust Indenture Act filed as an exhibit thereto.
(g) The
documents incorporated by reference into the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, at the
time they became or become effective or were or are filed with the Commission, conform or will conform, as the case may be, in all material
respects with the applicable requirements of the Securities Act, the Trust Indenture Act, the Rules and Regulations and the Exchange
Act and the rules and regulations adopted by the Commission thereunder, and did not or will not, as the case may be, include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.
(h) The
Company has been, since the initial filing of the Initial Registration Statement, and continues to be, a “well-known seasoned issuer”
and has not been, since the initial filing of the Initial Registration Statement, and is not, an “ineligible issuer” (as such
terms are defined in Rule 405 under the Securities Act).
(i) The
financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration
Statement, the Disclosure Package and Prospectus comply in all material respects with the applicable requirements of the Securities Act,
the Rules and Regulations and the Exchange Act, and the rules and regulations adopted by the Commission thereunder, as applicable,
and said financial statements have been prepared in accordance with generally accepted accounting principles, applied on a consistent
basis throughout the periods involved (except for changes in accounting principles or the application thereof with which PricewaterhouseCoopers
LLP shall have concurred) and fairly present the financial condition, results of operations, changes in shareholders’ equity and
cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and therein specified. PricewaterhouseCoopers
LLP, who examined and certified certain of such financial statements and audited the Company’s internal control over financial reporting,
in each case as and to the extent set forth in its reports included or incorporated by reference in the Registration Statement, the Disclosure
Package and the Prospectus, is an independent registered public accounting firm within the meaning of the Securities Act and the Rules and
Regulations. The audited consolidated financial statements of the Company included or incorporated by reference in the Registration Statement,
the Disclosure Package and the Prospectus and the related notes are true, complete and correct. The interactive data in eXtensible Business
Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly
presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and
guidelines applicable thereto.
(j) The
Company and each of its Significant Subsidiaries (as defined in Exhibit A hereto) have been duly organized, are validly existing
and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and in good standing
as foreign organizations in each jurisdiction in which their respective ownership of property or the conduct of their respective businesses
requires such qualification (except where the failure so to qualify would not, individually or in the aggregate, reasonably be expected
to have a material adverse effect on the financial condition, results of operations, properties or business of the Company and its subsidiaries
(the “Subsidiaries”) taken as a whole (a “Material Adverse Effect”)), and have the organizational
power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged.
(k) Since
the date as of which information is given in the most recent Preliminary Prospectus, except as described in the most recent Preliminary
Prospectus and the Prospectus, there has not been any material adverse change in, or adverse development which, individually or in the
aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
(l) The
Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package and the Prospectus under the
heading “Capitalization,” and all the outstanding shares of capital stock or other equity interests of each Significant Subsidiary
have been duly and validly authorized and issued, are fully paid and non assessable and are owned directly or indirectly by the Company,
free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third
party, other than the limitations on liens set forth in that Fifth Amended and Restated Credit Agreement, dated as of November 25,
2024, among the Company and the lenders listed therein.
(m) The
Company has full right, power and authority to execute and deliver this Agreement, the Notes, the Indenture and any other material agreement
to be entered into in conjunction with the offering of the Notes (collectively, the “Transaction Documents”) and to
perform its obligations hereunder and thereunder; and all action required to be taken by the Company for the due and proper authorization,
execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly
and validly taken.
(n) None
of (i) the execution or delivery of the Transaction Documents by the Company, (ii) the consummation of the transactions contemplated
thereby, including the issuance and sale of the Notes, or (iii) compliance by the Company with all of the provisions of the Transaction
Documents, will, in each case, (A) conflict with or result in a breach or violation of, or constitute a default under the certificate
of incorporation, by-laws, partnership agreement or other governing documents of the Company or any of its Significant Subsidiaries, (B) conflict
with or result in a breach or violation of, or constitute a default under any agreement, indenture or other instrument to which the Company
or any of its Significant Subsidiaries is a party or by which any of them is bound, or to which any of their properties is subject, (C) violate
any law, rule, administrative regulation or decree of any court, or any governmental agency or body having jurisdiction over the Company,
its Significant Subsidiaries or any of their respective properties, or (D) result in the creation or imposition of any lien, charge,
claim or encumbrance upon any property or asset of the Company or any of its Significant Subsidiaries, except with respect to (B), (C) and
(D), for conflicts, breaches, violations, defaults, liens, charges or encumbrances that would not, individually or in the aggregate, have
a Material Adverse Effect.
(o) Except
for permits, consents, approvals and similar authorizations required under the securities or “Blue Sky” laws of certain jurisdictions,
and except for such permits, consents, approvals and authorizations which have been obtained, no permit, consent, approval, authorization,
order, registration or qualification of any court, governmental agency or body or financial institution is required in connection with
the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Notes and compliance
by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents.
(p) This
Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company,
and is enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or similar laws relating to or affecting creditors’ rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in equity or at law).
(q) None
of the Company or any of its Significant Subsidiaries (i) is in violation of its certificate of incorporation or by-laws or other
governing documents, (ii) is in default and no event has occurred which, with notice or lapse of time or both, would constitute such
a default, in the due performance or observance of any term, covenant or condition contained in any agreement, indenture or other instrument
to which it is a party or by which it is bound or to which any of its properties is subject, except for any such defaults that would not,
individually or in the aggregate, have a Material Adverse Effect, or (iii) is in violation of any law, ordinance, governmental rule,
regulation or court decree to which it or its property may be subject, except for any such violations that would not, individually or
in the aggregate, have a Material Adverse Effect.
(r) The
Indenture has been duly and validly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at law). The Indenture (i) has been duly qualified under
the Trust Indenture Act, (ii) complies as to form with the requirements of the Trust Indenture Act and (iii) conforms, or will
conform, to the description thereof in the Registration Statement, the most recent Preliminary Prospectus, the Disclosure Package and
the Prospectus.
(s) The
Notes have been duly and validly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when
executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to the Underwriters against payment
therefor in accordance with the terms hereof, will have been validly issued and delivered, free of any preemptive or similar rights to
subscribe to or purchase the same arising by operation of law or under the charter or by-laws of the Company or otherwise, and will constitute
valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting
the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and the Notes conform, or will conform, to the description thereof in the Registration
Statement, the most recent Preliminary Prospectus, the Disclosure Package and the Prospectus. Neither the filing of the Registration Statement
nor the offering or sale of the Notes as contemplated by this Agreement gives rise to any rights, other than those which have been duly
waived or satisfied, for or relating to the registration of any securities of the Company.
(t) Each
Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the most recent
Preliminary Prospectus, the Disclosure Package and the Prospectus. The statements set forth in the most recent Preliminary Prospectus
and the Prospectus under the captions “Description of Debt Securities We May Offer” and “Description of the Notes”,
insofar as they purport to constitute a summary of the terms of the Notes and the Indenture and under the caption “Material United
States Federal Income Tax Consequences”, insofar as they purport to describe the provisions of the laws referred to therein, or
legal conclusions with respect thereto, are accurate, complete and fair.
(u) Except
as disclosed in the most recent Preliminary Prospectus and the Prospectus, there is no litigation or legal or governmental proceeding
to which the Company or any of its Subsidiaries is a party or to which any property of the Company or any of its Subsidiaries is subject
or which is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries that would, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect or which is required to be disclosed in the most recent
Preliminary Prospectus and the Prospectus and is not disclosed.
(v) Neither
the Company nor any of its Subsidiaries has taken, directly or indirectly, any action designed to cause or result in, or which might reasonably
be expected to cause or result in, the stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the
Notes.
(w) The
Company is not, nor after giving effect to the offering of the Notes and the application of the proceeds therefrom as described under
“Use of Proceeds” in each of the most recent Preliminary Prospectus and the Prospectus will be, an “investment company”
or subject to regulation as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(x) There
is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such,
to comply with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.
(y) Subject
to the qualifications stated in the most recent Management’s Report on Internal Control Over Financial Reporting incorporated by
reference in the most recent Preliminary Prospectus and the Prospectus, the Company and, where applicable, its Subsidiaries maintain a
system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that
complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal
financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including to provide
reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting
principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect thereto. The Company’s internal control over financial reporting is effective
and the Company is not aware of any material weaknesses in its internal control over financial reporting. Except as disclosed in the most
recent Preliminary Prospectus and the Prospectus, since the date of the latest audited financial statements included or incorporated by
reference in the most recent Preliminary Prospectus, there has been no change in the Company’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(z) The
Company and, where applicable, its Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under
the Exchange Act) that comply with the requirements of the Exchange Act and the rules and regulations adopted by the Commission thereunder;
such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Subsidiaries
is made known to the Company’s (and, where applicable, its Subsidiaries’) principal executive officer and principal financial
officer by others within those entities; and such disclosure controls and procedures are effective in providing reasonable assurance that
material information required to be disclosed by the Company (and, where applicable, its Subsidiaries) in the reports that the Company
(and, where applicable, its Subsidiaries) is required to file and submit under the Exchange Act is recorded, processed, summarized and
reported as and when required, and providing reasonable assurance that material information required to be disclosed by the Company (and,
where applicable, its Subsidiaries) in the reports that it (or they) files or submits under the Exchange Act is accumulated and communicated
to management, including the Company’s or, where applicable, its Subsidiaries’ principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure. The Company and its Subsidiaries have carried out evaluations
of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.
(aa) The
Company is duly registered as a savings and loan holding company under the Home Owners’ Loan Act of 1933, as amended (“HOLA”),
is subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”)
and has elected to be treated as a financial holding company under the applicable provisions of the Bank Holding Company Act of 1956,
as amended. Ameriprise Bank, FSB (the “Bank”), a wholly owned subsidiary of the Company, is a federal savings bank
in good standing under HOLA. The Bank meets the qualified thrift lender test under Section 10(m) of HOLA as of the date of its
most recent relevant regulatory report, and the direct and indirect activities of the Company and the Bank comply with the restrictions
on holding company activities provided in Section 10 of HOLA. The Bank is the sole insured depository institution of the Company.
The deposits of the Bank are insured to the fullest extent permitted by law by the Federal Deposit Insurance Corporation (the “FDIC”),
and all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination
or revocation of such insurance are pending or, to the knowledge of the Company, threatened. The Bank is well capitalized as of the date
of its most recent relevant regulatory report according to the applicable capital standards of the Office of the Comptroller of the Currency
(the “OCC”). The Company, the Bank and each of their respective subsidiaries are in compliance with all applicable
laws administered by the Federal Reserve, the OCC, the FDIC, the Consumer Financial Protection Bureau (“CFPB”) and
any other federal or state bank regulatory authorities (together with the Federal Reserve, the OCC, the FDIC and the CFPB, the “Bank
Regulatory Authorities”) with jurisdiction over the Company or any of its Subsidiaries or the Bank, except for failures to be
so in compliance that would not individually or in the aggregate have a Material Adverse Effect or where permitted by a regulatory conformance
period. Except as set forth in the most recent Preliminary Prospectus or the Prospectus or except for confidential supervisory information,
which, under applicable law and regulation, the Company may not address in this representation, there are no material written agreements,
memoranda of understanding, cease and desist orders, orders of prohibition or suspension or consent decrees, in each case that are material
to the Company and its Subsidiaries, taken as a whole, between any Bank Regulatory Authority and the Company or any of its Subsidiaries
(including the Bank).
(bb) The
Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate national and local U.S. federal
and state regulatory authorities necessary to conduct its businesses, except to the extent that the failure to possess any such licenses,
permits or other authorizations would not have a Material Adverse Effect, and the Company has not received any notice of proceedings relating
to the revocation or modification of any such license, certificate, permit or other authorization that, singly or in the aggregate, if
the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or as contemplated
by the most recent Preliminary Prospectus or the Prospectus.
(cc) No
relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries, on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company or any of its Subsidiaries, on the other, that is required by the Securities
Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Disclosure
Package.
(dd) The
Company and its Subsidiaries have filed all tax returns required to be filed through the date hereof and timely paid all federal, state,
local and foreign taxes reflected on such returns; and except as otherwise disclosed in the Registration Statement, the Disclosure Package
and the Prospectus, there is no material tax deficiency that has been, or could reasonably be expected to be, asserted against the Company
or any of its Subsidiaries or any of their respective properties or assets, except for any such deficiency subject to good faith contest
for which adequate provision has been made.
(ee) Neither
the Company nor any of its Subsidiaries has violated (i) with respect to owned real property, any foreign, federal, state or local
law or regulation relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants or (ii) any provisions of the Employee Retirement Income Security Act of 1974, as amended, in each case except for
such violations which would not have a Material Adverse Effect.
(ff) The
Company and its Subsidiaries have insurance covering their respective properties, operations, personnel and businesses which insurance
is in amounts and insures against such losses and risks as are adequate to protect the Company and its Subsidiaries and their respective
businesses; and neither the Company nor any of its Subsidiaries has (i) received notice from any insurer or agent of such insurer
that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any
reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar
coverage at reasonable cost from similar insurers as may be necessary to continue its business.
(gg) Neither
the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent, Affiliate or other
person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any funds for any unlawful contribution,
gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer,
promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official
or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in
an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office;
(iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law
or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions,
or committed an offence under the Bribery Act of 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law;
or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including,
without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and
its Subsidiaries have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with applicable
anti-bribery and anti-corruption laws.
(hh) The
operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable
anti-money laundering statutes of all jurisdictions where the Company or any of its Subsidiaries conduct business, the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before
any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with
respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(ii) Neither
the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, or Affiliate of
the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government,
(including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State and including, without limitation, the designation as a “specially designated national” or “blocked person”),
the United Nations Security Council, the European Union, HM Treasury, or any other relevant sanctions authority (collectively, “Sanctions”),
nor is the Company or any of its Subsidiaries located, organized or resident in a country, region or territory that is currently the subject
or the target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic or so-called Luhansk People’s
Republic and Crimea, Kherson, and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned
Country”); and the Company will not directly or indirectly, use the proceeds of the offering of the Notes hereunder, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund
or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target
of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner
that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor,
investor or otherwise) of Sanctions. For the past ten years, the Company and its Subsidiaries have not knowingly engaged in, and are not
now knowingly engaged in, any dealings or transactions with any person (including any Sanctioned Country) that at the time of the dealing
or transaction was the subject or the target of Sanctions restricting such dealings or transactions.
(jj) The
Notes constitute “senior indebtedness” as such term is defined in any indenture and any agreement governing any outstanding
subordinated indebtedness of the Company.
(kk) Except
as described in the most recent Preliminary Prospectus and the Prospectus, neither the Bank nor any Significant Subsidiary of the Company
is currently prohibited, directly or indirectly, under applicable law or any agreement or other instrument to which it is a party or is
subject, from paying any dividends to the Company, from making any other distribution on such Significant Subsidiary’s capital stock,
from repaying to the Company any loans or advances to such Significant Subsidiary from the Company or from transferring any of such Significant
Subsidiary’s properties or assets to the Company or any other Significant Subsidiary of the Company.
(ll) No
forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained
in the Registration Statement, the Disclosure Package and the Prospectus has been made or reaffirmed without a reasonable basis or has
been disclosed other than in good faith.
(mm) Nothing
has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included
in the Registration Statement, the Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and
accurate in all material respects.
(nn) Each
of the Company and its Subsidiaries that is required to be organized or licensed as an insurance company in its jurisdiction of incorporation
(including jurisdictions outside of the United States) (each an “Insurance Subsidiary”) has all necessary consents,
licenses, authorizations, approvals, exemptions, orders, certificates and permits (collectively, the “Consents”) of
and from, and has made all filings and declarations (collectively, the “Filings”) with, all insurance regulatory authorities,
all Federal, state, local and other governmental authorities (including, without limitation, the Minnesota Department of Commerce (Insurance
Division) and the New York Department of Financial Services), all self-regulatory organizations and all courts and other tribunals, necessary
to own, lease, license and use its properties and assets and to conduct its business, except where the failure to have such Consents or
to make such Filings would not, individually or in the aggregate, have a Material Adverse Effect; all such Consents and Filings are in
full force and effect, the Company and its Insurance Subsidiaries are in compliance with such Consents and neither the Company nor any
of its Insurance Subsidiaries has received any notice of any inquiry, investigation or proceeding that would reasonably be expected to
result in the suspension, revocation or limitation of any such Consent or otherwise impose any limitation on the conduct of the business
of the Company or any of its respective Insurance Subsidiaries, except as set forth in the most recent Preliminary Prospectus and Prospectus
or except as any such failure to be in full force and effect, failure to be in compliance with, suspension, revocation or limitation would
not, individually or in the aggregate, have a Material Adverse Effect; each of the Company and its Insurance Subsidiaries is in compliance
with, and conducts its businesses in conformity with, all applicable insurance laws and regulations, except where the failure to so comply
or conform would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, each of the Insurance
Subsidiaries has made all Filings pursuant to, and has obtained all Consents required of, all applicable insurance laws and regulations
in connection with the issuance and sale of the Notes.
(oo) The
most recently filed statutory annual statements of each Insurance Subsidiary and the statutory balance sheets and income statements included
in such statutory annual statements together with related schedules and notes have been prepared, in all material respects, in conformity
with statutory accounting principles and practices required or permitted by the appropriate insurance regulator of the jurisdiction of
domicile of each such Insurance Subsidiary, and such statutory accounting principles and practices have been applied on a consistent basis
throughout the periods involved, except as may otherwise be indicated therein or in the notes thereto, and present fairly, in all material
respects, the statutory financial position of such Insurance Subsidiaries as of the dates thereof, and the statutory basis results of
operations of such Insurance Subsidiaries for the periods covered thereby.
(pp) The
Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title
to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described
in the most recent Preliminary Prospectus and the Prospectus or such as do not materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries; and any real property and buildings
held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its
Subsidiaries.
(qq) Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or as otherwise disclosed in
the Disclosure Package and the Prospectus, (i) each employee benefit plan, within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled
Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning
of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or
(o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”)
has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA
or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative
exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA,
no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning
of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected
to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer
plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) is in “endangered
status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) each Plan that is intended
to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure
to act, which would cause the loss of such qualification; (vi) neither the Company nor any member of the Controlled Group has incurred,
nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension
Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a Multiemployer Plan). None
of the following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions
required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled
Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most
recently completed fiscal year; or (B) a material increase in the Company and its Subsidiaries’ “accumulated post-retirement
benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations
in the Company and its Subsidiaries’ most recently completed fiscal year.
(rr) Except
as described in the Disclosure Package and the Prospectus, (i) there has been no material security breach or other material compromise
of or relating to any of the information technology assets and equipment, computer systems, networks, hardware, software, websites, applications,
and databases controlled by the Company or its Subsidiaries (“IT Systems”) or the proprietary data stored therein and
processed thereby (including the data of their respective customers or employees), other than those that were resolved without material
cost or liability; (ii) there has been no material security breach or other material compromise of any of the IT Systems or, to the
Company’s or its Subsidiaries’ knowledge, the technology assets and equipment, computer systems, networks, hardware, software,
websites, applications, and databases of its suppliers or vendors, in each case, that led to the exfiltration of the Company’s or
its Subsidiaries’ proprietary data other than those that were resolved without material cost or liability;
(iii) the Company and its Subsidiaries have not been notified of, and have no knowledge of any unresolved event or condition that
would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems; (iv) the
Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and
regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating
to the privacy and security of their IT Systems and proprietary data and to the protection of such IT Systems and proprietary data from
unauthorized use, access, misappropriation or modification; and (v) the Company and its Subsidiaries have implemented commercially
reasonable policies and procedures, consistent in all material respects with applicable laws and regulations, to maintain and protect
the security, integrity and continuous operation of their IT Systems and proprietary data.
| 2. | PURCHASE OF THE NOTES BY THE UNDERWRITERS. |
Subject to the terms and conditions and upon the
basis of the representations and warranties herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at a price equal to 99.005% of the principal amount per
Note plus accrued interest, if any, from February 28, 2025 to the Closing Date, the principal amount of the Notes set forth opposite
such Underwriter’s name in Schedule I hereto, provided, however, that the total principal amount of
Notes to be purchased by all Underwriters shall be the total principal amount of Notes set forth in Schedule I. The Company shall not
be obligated to deliver any of the Notes, except upon payment for all the Notes to be purchased on the Closing Date as provided herein.
Upon authorization by the Representatives of the release of the Notes, the Underwriters propose to offer the Notes to the public as set
forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell the Notes to or through any affiliate
of an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through any Underwriter.
| 3. | DELIVERY OF AND PAYMENT FOR NOTES. |
Delivery of the Notes and the documents to be delivered
on the Closing Date (as defined below) by or on behalf of the parties hereto pursuant to Section 6 hereof will be made at the offices
of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York, 10017 or at such place or places as mutually may
be agreed upon by the Company and the Underwriters, at 10:00 A.M., New York City time, on February 28, 2025 or on such later
date not more than three Business Days after the foregoing date as will be determined by you and the Company (the “Closing Date”).
Delivery of the Notes will be made to you, for the
account of each Underwriter, by or on behalf of the Company against payment by or on behalf of the Underwriter of the purchase price therefor
by wire transfer of immediately available funds to the account specified by the Company to you at least thirty-six hours in advance of
the Closing Date. Delivery of the Notes will be made through the facilities of The Depository Trust Company unless you will otherwise
instruct. Any transfer taxes payable in connection with the sale of the Notes will be paid by the Company. The Company will cause the
certificates representing the Notes to be made available to you for checking at least twenty-four hours prior to the Closing Date at the
office of The Depository Trust Company or its designated custodian. Delivery of the Notes at the time and place specified in this Agreement
is a further condition to the obligations of each Underwriter.
| 4. | COVENANTS OF THE COMPANY. |
The Company covenants and agrees with each Underwriter
that:
(a) The
Company will file the Prospectus, in a form approved by you, pursuant to Rule 424(b) of the Rules and Regulations not later
than the Commission’s close of business on the second Business Day following the execution and delivery of this Agreement or, if
applicable, such earlier time as may be required by Rule 424(b). The Company will notify the Representatives promptly of any request
by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information; the
Company will prepare and file with the Commission, promptly upon the request of the Representatives, any amendments or supplements to
the Registration Statement or the Prospectus which, in the reasonable judgment of the Representatives, may be necessary or advisable in
connection with the distribution of the Notes; and the Company will not file any amendment or supplement to the Registration Statement
or the Prospectus or file any document under the Exchange Act before the termination of the offering of the Notes by the Underwriters
if such document would be deemed to be incorporated by reference into the Prospectus, which filing is not consented to by you after reasonable
notice thereof. The Company will advise you, promptly when any amendment to the Registration Statement has been filed or becomes (or is
deemed to have become) effective or any supplement to the Prospectus or any amended Prospectus has been filed. The Company will prepare
one or more final term sheets, containing solely a description of the Notes, substantially in the form of Schedule II hereto and approved
by the Representatives and file such term sheet or term sheets pursuant to Rule 433(d) under the Securities Act within the time
period prescribed by such Rule. The Company will file promptly all other material required to be filed by the Company with the Commission
pursuant to Rule 433(d) under the Securities Act within the time period prescribed by such Rule. The Company will advise you
promptly of the issuance by the Commission or any State or other regulatory body of any stop order or other order suspending the effectiveness
of the Registration Statement, suspending or preventing the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing
Prospectus or suspending the qualification of the Notes for offering or sale in any jurisdiction, of the institution of any proceedings
for any such purpose, or of receipt by the Company from the Commission of any notice of objection to the use of the Registration Statement
or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations; and the Company will use
its best efforts to prevent the issuance of any stop order or other such order or any such notice of objection and, if a stop order or
other such order is issued or any such notice of objection is received, to obtain as soon as possible the lifting or withdrawal thereof,
including, without limitation, to amend the Registration Statement or to file a new registration statement, at the Company’s own
expense, as may be necessary to permit offers and sales of the Notes by the Underwriters (in which case references herein to the Registration
Statement shall include any such amendment or new registration statement).
(b) The
Company will furnish to each of you and to counsel for the Underwriters such number of conformed copies of the Registration Statement,
as originally filed and each amendment thereto (excluding exhibits other than this Agreement), any Preliminary Prospectus, any Issuer
Free Writing Prospectus, the Prospectus and all amendments and supplements to any of such documents (including any document filed under
the Exchange Act and deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus),
in each case as soon as available (in the case of the Prospectus, prior to 5:30 p.m., New York City time, on the second Business Day after
the date of this Agreement and from time to time) and in such quantities as you may from time to time reasonably request.
(c) During
the period in which the Prospectus relating to the Notes (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and
Regulations) is required to be delivered under the Securities Act, the Company will comply with all requirements imposed upon it by the
Securities Act and by the Rules and Regulations, as from time to time in force, so far as is necessary to permit the continuance
of sales of or dealings in the Notes as contemplated by the provisions hereof and by the Prospectus. If during such period any event occurs
as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading,
or if during such period it is necessary to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus
or file any document to comply with the Securities Act, the Company will promptly notify you and will, subject to Section 4(a) hereof,
amend the Registration Statement, amend or supplement the Disclosure Package or the Prospectus, as the case may be, or file any document
(in each case, at the expense of the Company) so as to correct such statement or omission or to effect such compliance, and will furnish
without charge to any Underwriter as many written and electronic copies of any such amendment or supplement as the Representatives may
from time to time reasonably request.
(d) As
soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined
in Rule 158(c) under the Securities Act), the Company will make generally available (which may be by posting on any publicly
accessible website maintained by the Commission or the Investor Relations function of the Company) to its security holders and the Underwriters
an earning statement satisfying the requirements of Section 11(a) of the Securities Act and Rule 158 of the Rules and
Regulations.
(e) Whether
or not this Agreement becomes effective or is terminated or the sale of the Notes to the Underwriters is consummated, the Company will
pay or cause to be paid (A) all fees and expenses (including, without limitation, all registration and filing fees and fees and expenses
of the Company’s accountants but excluding fees and expenses of counsel for the Underwriters) incurred in connection with the preparation,
printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and
exhibits thereto), each Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, the Statement of Eligibility of the
Trustee on Form T-1 filed with the Commission (the “Form T-1”) and any amendments or supplements of the foregoing
and any documents incorporated by reference into any of the foregoing, (B) all fees and expenses incurred in connection with the
preparation and delivery to the Underwriters of the Notes (including the cost of printing the Notes), (C) the cost of printing, producing,
copying and delivering this Agreement, the Indenture, closing documents (including any compilations thereof) and any other agreements,
memoranda, correspondence and other documents printed and delivered in connection with the offering, purchase, sale and delivery of the
Notes (but not, however, legal fees and expenses of counsel to the Underwriters incurred in connection with any of the foregoing), (D) all
filing fees and other expenses incurred in connection with the qualification of the Notes under the securities laws of the several jurisdictions
as provided in Section 4(j) and the preparation, printing and distribution of a Blue Sky Memorandum (including related reasonable
fees and expenses of counsel to the Underwriters), (E) any fees required to be paid to rating agencies incurred in connection with
the rating of the Notes, (F) the fees, costs and charges of the Trustee and any agent of the Trustee, including the fees and disbursements
of counsel for the Trustee, (G) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters
in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Notes,
and (H) all other costs and expenses incident to the performance of its obligations hereunder for which provision is not otherwise
made in this Section. It is understood, however, that, except as provided in this Section 4(e), Section 7 and Section 9
hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any advertising expenses
incurred in connection with any offers they may make. If the sale of the Notes provided for herein is not consummated by reason of acts
of the Company or changes in circumstances of the Company pursuant to Section 9 hereof which prevent this Agreement from becoming
effective, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed
or because any other condition of the Underwriters’ obligations hereunder is not fulfilled or if the Underwriters will decline to
purchase the Notes for any reason permitted under this Agreement (other than by reason of a default by any of the Underwriters pursuant
to Section 8 or if the Underwriters terminate this Agreement pursuant to Section 8), the Company will reimburse the several
Underwriters for all reasonable out-of-pocket disbursements (including fees and documented disbursements of counsel) incurred by the Underwriters
in connection with any investigation or preparation made by them in respect of the marketing of the Notes or in contemplation of the performance
by them of their obligations hereunder.
(f) Until
termination of the offering of the Notes, the Company will timely file all reports, any definitive proxy or information statements, and
other documents and amendments to previously filed documents required to be filed by it pursuant to Section 12, 13, 14 or 15(d) of
the Exchange Act.
(g) The
Company will apply the net proceeds from the sale of the Notes as set forth in the Disclosure Package and the Prospectus.
(h) The
Company will pay the required Commission filing fees relating to the Notes within the time period required by Rule 456(b)(1) of
the Rules and Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of
the Rules and Regulations.
(i) If
required by Rule 430B(h) of the Rules and Regulations, the Company will prepare a prospectus in a form approved by the
Representatives and file such prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than may be required
by such Rule; and the Company will make no further amendment or supplement to such prospectus that will be disapproved by the Representatives
promptly after reasonable notice thereof.
(j) The
Company will cooperate with the Underwriters and with their counsel in connection with the qualification of the Notes for offering and
sale by the Underwriters and by dealers under the securities laws of such jurisdictions as the Underwriters may designate and will file
such consents to service of process or other documents necessary or appropriate in order to effect such qualification and to permit the
continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes;
provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not
now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering
or sale of the Notes, in any jurisdiction where it is not now so subject.
(k) The
Company will not take, directly or indirectly, any action designed to cause or result in, or that might reasonably be expected to cause
or result in, stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes.
(l) The
Company agrees to comply with all the terms and conditions of all agreements set forth in the representation letter of the Company to
DTC relating to the approval of the Notes by DTC for “book-entry” transfer.
(m) For
the period beginning the date of this Agreement through and including the business day following the Closing Date, the Company will not,
without the prior written consent of the Representatives, directly or indirectly, issue, sell, offer to sell, grant any option for the
sale of or otherwise dispose of, any debt securities substantially similar to the Notes.
| 5. | FREE WRITING PROSPECTUSES. |
(a) The
Company represents and warrants to, and agrees with, the Underwriters that it has not made and will not make any offer relating to the
Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act (other than any
Road Show and the Final Term Sheet) without the prior consent of the Representatives; any Issuer Free Writing Prospectus (including any
Road Show) the use of which has been consented to by the Representatives is listed on Schedule II hereto. The Company will comply with
the requirements of Rule 433 of the Rules and Regulations with respect to any such Issuer Free Writing Prospectus, including
timely filing with the Commission or retention where required and legending; any such Issuer Free Writing Prospectus will not, as of its
issue date and through the time the Notes are delivered pursuant to Section 3 hereof, include any information that conflicts with
the information contained in the Registration Statement, the Disclosure Package and the Prospectus; and any such Issuer Free Writing Prospectus,
when taken together with the information contained in the Registration Statement, the Disclosure Package and the Prospectus, did not,
as of the Applicable Time, does not and will not, as of the Closing Date, contain an untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided, that no representation or warranty is made as to information contained in or omitted from the Prospectus or Issuer
Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives
by or on behalf of any Underwriter expressly for use therein, which information is specified in Section 12.
(b) Each
Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that it has not made, and will not make
any offer relating to the Notes that would constitute a “free writing prospectus” (as such term is defined in Rule 405
under the Securities Act) required to be filed with the Commission, without the prior consent of the Company and the Representatives.
The Company and the Representatives have consented to the use by any Underwriter of the Issuer Free Writing Prospectus and any Road Show
listed on Schedule II hereto.
(c) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of
which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Disclosure Package or
the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to
the Representatives and, if requested by the Representatives, will prepare and furnish without charge to any Underwriter an Issuer Free
Writing Prospectus or other document which will correct such conflict, statement or omission.
| 6. | CONDITIONS OF UNDERWRITERS’ OBLIGATIONS. |
The obligations of the Underwriters hereunder are
subject to the accuracy, as of the date hereof and the Closing Date (as if made at the Closing Date), of the representations and warranties
of the Company contained herein, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) The
Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 4(a) hereof; all filings
(including, without limitation, the Final Term Sheet) required by Rule 424(b) or Rule 433 of the Rules and Regulations
shall have been made within the applicable time periods prescribed for such filings by the applicable rules, and no such filings will
have been made without the consent of the Representatives; no stop order suspending the effectiveness of the Registration Statement or
any amendment or supplement thereto, preventing or suspending the use of the Preliminary Prospectus, any Issuer Free Writing Prospectus
or the Prospectus, or suspending the qualification of the Notes for offering or sale in any jurisdiction shall have been issued; no proceedings
for the issuance of any such order shall have been initiated or threatened; no notice of objection of the Commission to use the Registration
Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations shall have been
received by the Company; and any request of the Commission for additional information (to be included in the Registration Statement or
the Prospectus or otherwise) shall have been disclosed to you and complied with to your satisfaction.
(b) No
Underwriter shall have been advised by the Company or shall have discovered and disclosed to the Company that the Registration Statement,
any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, contains an untrue
statement of fact which in your reasonable judgment, is material, or omits to state a fact which, in your reasonable judgment, is material
and is required to be stated therein or is necessary to make the statements therein not misleading.
(c) The
Underwriters shall have received from Simpson Thacher & Bartlett LLP, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the validity, issuance and sale of the Notes, the Registration Statement, the Prospectus and the
Disclosure Package and other related matters as the Underwriters may reasonably require, and the Company shall have furnished to such
counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.
(d) On
the Closing Date, you shall have received the opinion (addressed to the Underwriters) of Faegre Drinker Biddle & Reath LLP, counsel
for the Company, dated the Closing Date, substantially in the form agreed on or prior to the date hereof.
(e) On
the Closing Date, you shall have received the opinion (addressed to the Underwriters) of the Senior Vice President – Corporate Secretary &
Securities and Corporate Law of the Company, dated the Closing Date, substantially in the form agreed on or prior to the date hereof.
(f) On
the Closing Date, you shall have received a certificate, dated the Closing Date and addressed to you, signed by the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Financial Officer, the Senior Vice President and Treasurer, the Senior Vice President
– Corporate Secretary & Securities and Corporate Law or the Senior Vice President – Corporate Finance &
Corporate Controller of the Company to the effect that: (i) the representations and warranties of the Company contained in this Agreement
are true and correct, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all
the conditions on its part to be complied with or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness
of the Registration Statement has been issued, no proceeding for that purpose has been initiated or, to the best of their knowledge, threatened,
no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) of the Rules and Regulations has been received by the Company, and no order preventing or suspending the
use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission; (iii) all
filings required by Rule 424(b) or Rule 433 of the Rules and Regulations have been made within the applicable time
periods prescribed for such filings by the applicable rules; (iv) the signers of such certificate have carefully examined the Registration
Statement and the Prospectus, and any amendments or supplements thereto (including any documents filed under the Exchange Act and deemed
to be incorporated by reference into the Prospectus), and do not include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading; (v) since the Effective Date of the Initial Registration Statement, there has occurred no event required
to be set forth in an amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus which has not
been so set forth and there has been no document required to be filed under the Exchange Act and the Rules and Regulations that upon
such filing would be deemed to be incorporated by reference into the Registration Statement, any Preliminary Prospectus or the Prospectus
that has not been so filed; and (vi) no event contemplated by Section 6(g) hereof will have occurred.
(g) Since
the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto) and in the most recent Preliminary
Prospectus (exclusive of any supplement thereto filed subsequent to the date hereof), neither the Company nor any of its Subsidiaries
will have sustained any loss by fire, flood, accident or other calamity, or will have become a party to or the subject of any litigation
or legal or governmental proceeding, which is materially adverse to the Company and its Subsidiaries taken as a whole, nor will there
have been a material adverse change in the condition (financial or otherwise), results of operations, business or prospects of the Company
and its Subsidiaries taken as a whole, regardless of whether arising in the ordinary course of business, which loss, litigation or change,
in the judgement of the Representatives, will render it impractical or inadvisable to proceed with the payment for and delivery of the
Notes.
(h) At
the time of execution of this Agreement, the Underwriters shall have received from PricewaterhouseCoopers LLP a letter, in form and substance
satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent
registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating
to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date hereof
(or, with respect to matters involving changes or developments since the respective dates as of which specified financial information
is given in the most recent Preliminary Prospectus, as of a date not more than three days prior to the date hereof), the conclusions and
findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort
letters” to underwriters in connection with registered public offerings.
(i) With
respect to the letter of PricewaterhouseCoopers LLP referred to in the preceding paragraph and delivered to the Underwriters concurrently
with the execution of this Agreement (the “Initial Letter”), the Company shall have furnished to the Underwriters a
letter (the “Bring-Down Letter”) of such accountants, addressed to the Underwriters and dated the Closing Date (i) confirming
that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable
requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating,
as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of
which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Bring-Down
Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Initial
Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Initial Letter.
(j) Prior
to or on the Closing Date, you shall have been furnished by the Company such additional documents and certificates as you or counsel for
the Underwriters may reasonably request.
(k) Subsequent
to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement (i) no downgrading shall
have occurred in the rating accorded to the debt securities of the Company or any of its Subsidiaries by any “nationally recognized
statistical rating organization” as that term is defined in Section 3(a)(62) under the Exchange Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or review with possible negative implications any such debt
securities.
(l) Subsequent
to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally
on the New York Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the
over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by
the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (ii) a banking moratorium
shall have been declared by Federal or state authorities; (iii) a material disruption in commercial banking or securities settlement
or clearance systems shall have occurred; (iv) the United States shall have become engaged in hostilities, there shall have been
an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the
United States; or (v) there shall have occurred such a material adverse change, or an event which would reasonably be expected to
have a prospective material adverse change, in general economic, political or financial conditions or prospects, including, without limitation,
as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United
States shall be such) that in the case of clauses (i), (iv) and (v) are such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to proceed with the offering or delivery of the Notes being delivered on the Closing Date on the terms and
in the manner contemplated in the Prospectus.
(m) No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state
or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Notes; and no
injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance
or sale of the Notes.
(n) The
Representatives shall have received on or prior to the Closing Date satisfactory evidence of the good standing of the Company and its
Significant Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the
Representatives may reasonably request, in each case as of a recent date and in a writing or any standard form of telecommunication from
the appropriate governmental authorities of such jurisdictions.
(o) On
the Closing Date, you shall have received a certificate, dated the Closing Date and addressed to you, signed by the Chief Financial Officer,
Treasurer or Controller of the Company, listing all agreements and instruments to which the Company is a party or by which it is bound
which contain any covenant or restriction which limits or restricts the Company’s freedom to incur indebtedness and confirming that
after giving effect to the offering of the Notes, the issuance and sale of the Notes would not result in any breach of, or constitute
any default under, such agreements and instruments, and addressing such other matters, and substantially in the form, set forth in Schedule
III hereto.
All opinions, certificates, letters and documents
referred to in this Section 6 will be in compliance with the provisions hereof only if they are satisfactory in form and substance
to you in your reasonable judgment. The Company will furnish to you conformed copies of such opinions, certificates, letters and other
documents in such number as you will reasonably request. If any of the conditions specified in this Section 6 are not fulfilled when
and as required by this Agreement, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by you. Any such cancellation will be without liability of the Underwriters to the Company. Notice of such
cancellation will be given to the Company in writing, or by telephone and confirmed in writing.
| 7. | INDEMNIFICATION AND CONTRIBUTION. |
(a) The
Company will indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls
such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against
any loss, claim, damage or liability (or any action in respect thereof), joint or several, to which such Underwriter or such person may
become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof)
arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
(other than in any Statement of Eligibility (Form T-1) under the Trust Indenture Act filed as an exhibit thereto), any Preliminary
Prospectus, the Prospectus, the Disclosure Package, the Registration Statement or Prospectus as amended or supplemented, any Issuer Free
Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and
Regulations, or any “road show” (as defined in Rule 433 of the Rules and Regulations) that does not otherwise constitute
an Issuer Free Writing Prospectus, or the omission or alleged omission to state in the Registration Statement (other than in any Statement
of Eligibility (Form T-1) under the Trust Indenture Act filed as an exhibit thereto), any Preliminary Prospectus, the Prospectus,
the Disclosure Package, or the Registration Statement or Prospectus as amended or supplemented or any Issuer Free Writing Prospectus,
any issuer information or any road show a material fact required to be stated therein or necessary to make the statements therein not
misleading; and will reimburse each Underwriter or such person promptly after receipt of invoices and supporting documentation from such
Underwriter or such person for any legal or other expenses as reasonably incurred by such Underwriter or such person in connection with
investigating, preparing to defend or defending against or appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which
case such payments will be promptly refunded; provided, however, that the Company will not be liable under
this Section 7(a) in any such case to the extent, but only to the extent, that any such loss, claim, damage, liability or action
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and
in conformity with written information furnished to the Company by the Representatives, on behalf of the Underwriters, expressly for use
in the preparation of the Registration Statement, any Preliminary Prospectus, the Prospectus, the Disclosure Package, the Registration
Statement or Prospectus as amended or supplemented, or any Issuer Free Writing Prospectus, which information is specified in Section 12.
(b) Each
Underwriter severally, but not jointly, will indemnify and hold harmless the Company, its directors, its officers who signed the Registration
Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, against any loss, claim, damage or liability (or any action in respect thereof) to which the Company or such person
may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof)
arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement, any Preliminary Prospectus, the Prospectus, the Disclosure Package, the Registration Statement or Prospectus as amended or
supplemented, or any Issuer Free Writing Prospectus, or (ii) the omission or alleged omission to state in the Registration Statement,
any Preliminary Prospectus, the Prospectus, the Disclosure Package, the Registration Statement or Prospectus as amended or supplemented,
or any Issuer Free Writing Prospectus, a material fact required to be stated therein or necessary to make the statements therein not misleading
and will reimburse the Company or such person promptly after receipt of invoices and supporting documentation from the Company or such
person for any legal or other expenses reasonably incurred by the Company or such person in connection with investigating, preparing to
defend or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action
notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case such payments will be
promptly refunded; provided, however, that such indemnification or reimbursement will be available in each
such case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished to the Company by the Representatives, on behalf of such
Underwriter, expressly for use therein, which information is specified in Section 12.
(c) Promptly
after receipt by any indemnified party under Section 7(a) or 7(b) above of notice of any claim or the commencement of any
action, the indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the claim or the commencement of that action; provided, however,
that the failure to so notify the indemnifying party will not relieve it from any liability which it may have under this Section 7
except to the extent it has been prejudiced in any material respect by such failure or from any liability which it may have to an indemnified
party otherwise than under this Section 7. If any such claim or action will be brought against any indemnified party, and it will
notify the indemnifying party thereof, the indemnifying party will be entitled to participate therein and, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim
or action, the indemnifying party will not be liable to the indemnified party under Section 7(a) or 7(b) above for any
legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs
of investigation; except that the Underwriters will have the right to employ a single counsel to represent all of the Underwriters (and
to the extent necessary, a single local counsel in each jurisdiction in which proceedings have been brought) who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company under such subsection if
(i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Underwriters will have been
advised by counsel that there may be one or more legal defenses available to the Underwriters which are different from or additional to
those available to the Company and in the reasonable judgment of such counsel it is advisable for the Underwriters to employ separate
counsel or (iii) the Company has failed to assume the defense of such action and employ counsel reasonably satisfactory to the Underwriters,
in which event the reasonable and documented fees and expenses of such separate counsel will be paid by the Company. No indemnifying party
will (i) without the prior written consent of the indemnified parties (which consent will not be unreasonably withheld or delayed),
settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding
in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party
from all liability arising out of such claim, action, suit or proceeding and such settlement, compromise or consent does not include any
statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified person, or (ii) be
liable for any settlement of any such action effected without its written consent (which consent will not be unreasonably withheld or
delayed), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of
such settlement or judgment and such settlement, compromise or consent does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any indemnified person.
(d) If
the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under Section 7(a) or
7(b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of
the losses, claims, damages or liabilities referred to in Section 7(a) or 7(b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering
of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company
on the one hand and the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities, or actions in respect thereof, as well as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other hand will be deemed to be in the same proportion as the total net proceeds
from the offering of the Notes (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. Relative fault will be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this Section 7(d) were to be determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take
into account the equitable considerations referred to in the first sentence of this Section 7(d). The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in the first sentence of this
Section 7(d) will be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating, preparing to defend or defending against any action or claim which is the subject of this Section 7(d). Notwithstanding
the provisions of this Section 7(d), no Underwriter will be required to contribute any amount in excess of the amount by which the
total underwriting discounts and commissions received by such Underwriter in respect of the Notes underwritten by it and distributed to
investors exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations in this Section 7(d) to contribute are several in proportion to their respective underwriting obligations and not
joint. Each party entitled to contribution agrees that upon the service of a summons or other initial legal process upon it in any action
instituted against it in respect to which contribution may be sought, it will promptly give written notice of such service to the party
or parties from whom contribution may be sought, but the omission so to notify such party or parties of any such service will not relieve
the party from whom contribution may be sought for any obligation it may have hereunder or otherwise (except as specifically provided
in Section 7(c) above).
(e) The
remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available
to any indemnified party at law or in equity.
| 8. | SUBSTITUTION OF UNDERWRITERS. |
If, on the Closing Date, any Underwriter defaults
in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each non-defaulting
Underwriter will be required to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the
name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount
of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the
defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any
of the Notes if the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase
exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than
110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the
non-defaulting Underwriters, and any other underwriters satisfactory to you who so agree, will have the right, but will not be obligated,
to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters
satisfactory to the Underwriters do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed
to purchase within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter
or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and
the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement,
the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 8.
Nothing contained herein will relieve a defaulting
Underwriter of any liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters
satisfactory to you are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing
Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus
or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure
Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.
Until the Closing Date, this Agreement may be terminated
by you by giving notice as hereinafter provided to the Company if (a) the Company will have failed, refused or been unable, at or
prior to the Closing Date, to perform any agreement on its part to be performed hereunder; (b) any of the events described in Sections
6(l) and 6(m) shall have occurred; or (c) any other condition to the Underwriters’ obligations hereunder is not fulfilled.
Any termination of this Agreement pursuant to this Section 9 will be without liability on the part of the Company or any Underwriter,
except as otherwise provided in Sections 4(e) and 8 hereof.
Any notice referred to above may be given at the
address specified in Section 11 hereof in writing or by telephone, and if by telephone, will be immediately confirmed in writing.
| 10. | SURVIVAL OF CERTAIN PROVISIONS. |
The agreements contained in Section 7 hereof
and the representations, warranties and agreements of the Company contained in Sections 1 and 4 hereof will survive the delivery of the
Notes to the Underwriters hereunder and will remain in full force and effect, regardless of any termination or cancellation of this Agreement
or any investigation made by or on behalf of any indemnified party.
Except as otherwise provided in the Agreement, (a) whenever notice
is required by the provisions of this Agreement to be given to the Company, such notice will be in writing or by facsimile addressed to
the Company at 55 Ameriprise Financial Center, Minneapolis, Minnesota 55474, Fax (612) 671-5108, Attention: General Counsel with
a copy to Faegre Drinker Biddle & Reath LLP at 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402,
Fax (612) 766-7000, Attention: Amy Seidel & Brandon Mason; and (b) whenever notice is required by the provisions of this
Agreement to be given to the several Underwriters, such notice will be in writing or by facsimile addressed to you in care of Goldman
Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department; Barclays Capital
Inc., 745 Seventh Avenue, New York, NY 10019, Attn: Syndicate Registration; and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th
Floor, Charlotte, North Carolina 28202 (email: tmgcapitalmarkets@wellsfargo.com), Attention: Transaction Management. Any such statements,
requests, notices or agreements shall take effect upon receipt thereof.
In accordance with the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters are required to obtain, verify and record
information that identifies their respective clients, including the Company, which information may include the name and address of their
respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
| 12. | INFORMATION FURNISHED BY UNDERWRITERS. |
The Underwriters severally confirm that the information
appearing in the list of names of, and principal amount of Notes to be purchased by, each of the Underwriters, the information relating
to selling concession and reallowance amounts in the third paragraph of text under the caption “Underwriting”, the second
sentence of the seventh paragraph of text under the caption “Underwriting” (concerning market making by the Underwriters),
the eighth and ninth paragraphs of text under the caption “Underwriting” (concerning short sales, stabilizing transactions
and purchases to cover positions created by short sales and penalty bids by the Underwriters), and the twelfth paragraph of text under
the caption “Underwriting” in the most recent Preliminary Prospectus and in the Prospectus constitute the only written information
furnished to the Company by the Representatives on behalf of the Underwriters, referred to in Sections 1(d), 1(e), 1(f), 5(a), 7(a) and
7(b) hereof.
| 13. | RESEARCH ANALYST INDEPENDENCE. |
The Company acknowledges that the Underwriters’
research analysts and research departments are required to be independent from their respective investment banking divisions and are subject
to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or
investment recommendations and/or publish research reports with respect to the Company and/or the offering of the Notes that differ from
the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by
law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact
that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the
views or advice communicated to the Company by such Underwriters’ investment banking divisions. The Company acknowledges that each
of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect
transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the
Company.
The Company acknowledges and agrees that in connection
with the offering and the sale of the Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding
any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently
made by the Underwriters: (i) no fiduciary or agency relationship between the Company and any other person, on the one hand, and
the Underwriters, on the other hand, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the Company,
including, without limitation, with respect to the determination of the public offering price of the Notes, and such relationship between
the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, based on arm’s-length
negotiations; (iii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and
obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ
from those of the Company. The Company hereby waives, to the extent permitted by law, any claims that the Company may have against the
Underwriters with respect to any breach of fiduciary duty in connection with this offering. Any review by the Representatives or any Underwriter
of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit
of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company, as the case may be, or any
other person.
This Agreement will inure to the benefit of and be
binding upon the several Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof
are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the
Company contained in this Agreement will also be deemed to be for the benefit of the affiliates, directors and officers, and the person
or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (b) the indemnity
agreement of the Underwriters contained in Section 7 hereof will be deemed to be for the benefit of directors of the Company, officers
of the Company who signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the
Securities Act. Nothing in this Agreement will be construed to give any person, other than the persons referred to in this paragraph,
any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.
| 16. | DEFINITION OF “BUSINESS DAY” AND “SUBSIDIARY.” |
For purposes of this Agreement, (a) “Business
Day” means any day on which the New York Stock Exchange is open for trading, other than any day on which commercial banks are authorized
or required to be closed in New York City, and (b) “Subsidiary” has the meaning set forth in Rule 405 under the
Securities Act and includes both partnerships and corporations.
| 17. | Recognition of the U.S. Special Resolution Regimes. |
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c) For
the purposes of this Section 17:
“BHC Act Affiliate” has the meaning
assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of
the following:
| 1. | a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b); |
| 2. | a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 47.3(b); or |
| 3. | a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 382.2(b). |
“Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime”
means each of (1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (2) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
This Agreement and any matters related to this transaction
shall be governed by and construed in accordance with the laws of the state of New York without regard to principles of conflict of laws
that would result in the application of any law other than the laws of the state of New York.
The Company agrees that any suit or proceeding arising in respect of this Agreement or our engagement will be tried exclusively in the
U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court
located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts.
The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
This Agreement may be signed in one or more counterparts
(including counterparts delivered solely by email, facsimile or other electronic transmission), each of which will constitute an original
and all of which together will constitute one and the same agreement. Receipt of a party’s executed signature page to this
Agreement by email, facsimile or other electronic transmission with permission to release such signature page shall constitute effective
execution and delivery of this Agreement by such party. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this
Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic
means.
(a) This
Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any
of them, with respect to the subject matter hereof.
(b) The
Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
(c) Notwithstanding
anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment
and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided
to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information
relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary
to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be
relevant to that treatment.
Please confirm, by signing and returning to us one
or more counterparts of this Agreement, that you are acting on behalf of yourselves and the several Underwriters and that the foregoing
correctly sets forth the Agreement between the Company and the several Underwriters.
| |
Very truly yours, |
| |
|
|
|
| |
AMERIPRISE FINANCIAL, INC. |
| |
|
|
|
| |
By: |
/s/ Shweta Jhanji |
| |
|
Name: |
Shweta Jhanji |
| |
|
Title: |
Senior Vice President and Treasurer |
Signature Page to Underwriting Agreement
Confirmed and accepted as of
the date first above mentioned
| |
Goldman Sachs & Co. LLC |
| |
|
|
|
| |
By: |
/s/ Thomas Healy |
| |
|
Name: |
Thomas Healy |
| |
|
Title: |
Managing Director |
| |
|
|
|
| |
Barclays Capital Inc. |
| |
|
|
|
| |
By: |
/s/ Jake Hartmann |
| |
|
Name: |
Jake Hartmann |
| |
|
Title: |
Director |
| |
|
|
|
| |
Wells Fargo Securities, LLC |
| |
|
|
|
| |
By: |
/s/ Carolyn Hurley |
| |
|
Name: |
Carolyn Hurley |
| |
|
Title: |
Managing Director |
Signature Page to Underwriting Agreement
SCHEDULE I
Underwriting Agreement dated February 25,
2025
| UNDERWRITER | |
PRINCIPAL
AMOUNT OF
SENIOR
NOTES DUE
2035 | |
| Goldman Sachs & Co. LLC | |
$ | 169,200,000 | |
| Barclays Capital Inc. | |
| 150,000,000 | |
| Wells Fargo Securities, LLC | |
| 150,000,000 | |
| BofA Securities, Inc. | |
| 65,400,000 | |
| J.P. Morgan Securities LLC | |
| 65,400,000 | |
| BNY Mellon Capital Markets, LLC | |
| 37,500,000 | |
| Citigroup Global Markets Inc. | |
| 37,500,000 | |
| Morgan Stanley & Co. LLC | |
| 37,500,000 | |
| U.S. Bancorp Investments, Inc. | |
| 37,500,000 | |
| | |
| | |
| Total | |
$ | 750,000,000 | |
SCHEDULE II
ISSUER
FREE WRITING PROSPECTUS
(RELATING TO THE PRELIMINARY PROSPECTUS
SUPPLEMENT DATED FEBRUARY 25, 2025 AND
THE PROSPECTUS DATED FEBRUARY 23, 2024)
FILED PURSUANT TO RULE 433
REGISTRATION NO. 333-277307
$750,000,000
5.200% Senior Notes due 2035
Final Term Sheet dated February 25, 2025
| Issuer: |
Ameriprise Financial, Inc. |
| Anticipated Security Ratings (Moody’s/S&P/Fitch/A.M. Best)* (Outlook):* |
[intentionally omitted] |
| Securities: |
5.200% Senior Notes due 2035 (the “Notes”) |
| Principal Amount: |
$750,000,000 |
| Pricing Date: |
February 25, 2025 |
| Settlement Date**: |
February 28, 2025 (T+3) |
| Maturity Date: |
April 15, 2035 |
| Coupon: |
5.200% per annum |
| Benchmark Treasury: |
4.625% due February 15, 2035 |
| Benchmark Treasury Price and Yield: |
102-21+; 4.293% |
| Spread to Benchmark Treasury: |
+95 basis points |
| Yield to Maturity: |
5.243% |
| Price to Public: |
99.655% of principal amount |
| Proceeds (after underwriting discount and before expenses) to the Issuer: |
$742,537,500 (99.005% of principal amount) |
| Interest Payment Dates: |
Interest will accrue from and including February 28, 2025 to but excluding the maturity date or any earlier redemption date, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2025. |
| Record Dates: |
April 1 and October 1 |
| Day Count Convention: |
30/360 |
| Optional Redemption: |
|
| Make-Whole Call: |
At any time prior to January 15, 2035, in full or in part on one
or more occasions, at a discount rate of Treasury plus 15 basis points or, if greater, 100% of the principal amount of the Notes to be
redeemed, as further described in the Preliminary Prospectus
Supplement. |
| Par Call: |
On or after January 15, 2035, as further described in the Preliminary Prospectus Supplement. |
| Denominations: |
$2,000 and integral multiples of $1,000 in excess thereof |
| CUSIP/ISIN: |
03076CAP1 / US03076CAP14 |
| Joint Book-Running Managers: |
Goldman Sachs & Co. LLC
Barclays Capital Inc.
Wells Fargo Securities, LLC
BofA Securities, Inc.
J.P. Morgan Securities LLC |
| Co-Managers: |
BNY Mellon Capital Markets, LLC
Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC
U.S. Bancorp Investments, Inc. |
*Note: A securities rating is not a recommendation
to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. Each credit rating should be evaluated
independently of any other credit rating.
**Under Rule 15c6-1 under the Securities
Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to their date of delivery may be required,
by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade
to prevent a failed settlement. Purchasers of Notes who wish to trade Notes prior to their date of delivery should consult their own advisor.
The Issuer has filed a registration statement
(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus
in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and
this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you
request it by calling Goldman Sachs & Co. LLC toll-free at 1- 866-471-2526, Barclays Capital Inc. toll-free at (888) 603-5847
or Wells Fargo Securities, LLC toll- free at 1-800-645-3751.
OTHER INFORMATION
None
OTHER ISSUER FREE WRITING PROSPECTUSES
None
EXHIBIT A
to the Underwriting agreement
Significant Subsidiaries
As used in the Underwriting Agreement, the “Significant
Subsidiaries” of the Company are those subsidiaries of the Company identified on Exhibit 21 to the Company’s most recent
Annual Report on Form 10-K.
Exhibit 4.1
AMERIPRISE FINANCIAL, INC.
5.200% Senior Note due 2035
| No. [●] |
$[●] |
| CUSIP No. 03076CAP1 |
|
AMERIPRISE
FINANCIAL, INC., a Delaware corporation (hereinafter called the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co. or registered assigns,
the principal sum of [______________________ Dollars ($____________)] on April 15, 2035,
and to pay interest (computed on the basis of a 360-day year comprised of twelve 30-day months) thereon from February 28, 2025, or
from the most recent Interest Payment Date to which interest has been paid or duly provided for, on each April 15 and October 15,
commencing October 15, 2025, and at maturity, at the rate per annum specified in the title of this Note, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in said Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on the April 1 and October 1 immediately preceding such Interest Payment Date, respectively, including
at maturity. In any case where such Interest Payment Date shall not be a Business Day, then (notwithstanding any other provision of said
Indenture or the Notes) payment of such interest need not be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on such date, and, if such payment is so made, no interest shall accrue for the period from and after
such date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder
on the initial record date for such interest payment (April 1 or October 1, as the case may be), and may be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a record date for the payment
of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10
days prior to such record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said
Indenture. Payment of the principal, premium, if any, and interest on this Note will be made at the office or agency of the Company maintained
for that purpose at the Corporate Trust Office as defined in the Indenture, which is currently in the City of St. Paul, Minnesota, in
such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be made (subject to collection) by check mailed to the address
of the Person entitled thereto as such address shall appear on the Securities Register.
ADDITIONAL PROVISIONS OF
THIS NOTE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled
to any benefit under the Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, AMERIPRISE
FINANCIAL, INC. has caused this instrument to be duly executed under its corporate seal.
Dated: [•]
| |
AMERIPRISE FINANCIAL, INC. |
| |
|
| |
By |
|
| |
|
[•] |
| |
|
|
| |
Attest |
| |
|
| |
|
|
| |
|
[•] |
This is one of the Securities
of the series designated herein and referred to in the within-mentioned Indenture.
Dated: [•]
| |
U.S. BANK TRUST COMPANY, |
| |
NATIONAL ASSOCIATION, as Trustee |
| |
|
| |
By: |
|
| |
|
[•] |
AMERIPRISE FINANCIAL, INC.
5.200% Senior
Note due 2035
This Note is one of a duly
authorized issue of debentures, notes or other evidences or indebtedness (hereinafter called the “Securities”) of the
Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to $750,000,000 (except as
provided in the Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture dated as of May 5,
2006 between the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee
(the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the rights and limitation of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities
of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated
and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued
in various aggregate principal amounts, may be denominated in currencies other than U.S. dollars (including composite currencies), may
mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and
may otherwise vary as provided in or permitted by the Indenture. This Note is one of a series of the Securities designated 5.200% Senior
Notes due 2035 (the “Notes”).
The Company may, at its option,
at any time and from time to time redeem the Notes in whole or in part, at the applicable Redemption Price described below:
A. Prior
to the Par Call Date, the Notes will be redeemable at a Redemption Price (expressed as a percentage of principal amount and rounded to
three decimal places) equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the Redemption
Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon
to, but excluding, the Redemption Date.
B. On
or after the Par Call Date, the Notes will be redeemable at a Redemption Price equal to 100% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Notice of any redemption
shall be sent to the registered Holders of the Notes designated for redemption at their addresses as the same shall appear on the Securities
Register, (or, so long as the Notes are held in the form of one or more global securities deposited with The Depository Trust Company
(“DTC”), otherwise transmitted in accordance with the procedures of DTC), not less than 10 days nor more than 60 days prior
to the Redemption Date, subject to all the conditions and provisions of the Indenture. Unless the Company defaults in payment of the Redemption
Price and accrued interest, on and after any Redemption Date, interest will cease to accrue on the Notes or portions thereof called for
redemption. In the case of a redemption of less than all of the outstanding Notes, the Trustee shall select the Notes to be redeemed by
such method as the Trustee deems fair and appropriate in accordance with methods generally used at the time of selection by fiduciaries
in similar circumstances.
“Par Call Date”
means January 15, 2035.
“Treasury Rate”
means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The
Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption
Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15”
(or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury
constant maturities—Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as
applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the
Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields—one
yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life—and
shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result
to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable
Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years,
as applicable, of such Treasury constant maturity from the Redemption Date.
If on the third Business
Day preceding the Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such
Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable.
If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities
with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity
date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par
Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such
United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of
this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of
the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places.
The Company’s actions
and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. Calculations
and selections in the foregoing will be made by the Company or on the Company’s behalf by a person designated by the Company; provided,
however, that such calculations and selections shall not be a duty or obligation of the Trustee.
The Indenture contains provisions
for defeasance and discharge of the entire principal of all the Securities of any series upon compliance by the Company with certain conditions
set forth therein.
If an Event of Default with
respect to the Notes, as defined in the Indenture, shall occur and be continuing, the principal of all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of any series under the Indenture at any time by the Company with the consent of the Holders of
not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any series at the
time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences with respect to such series. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal, premium, if any, and interest on
this Note at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, this Note is transferable on the Securities Register of the Company, upon surrender
of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose at the Corporate Trust
Office as defined in the Indenture, which is currently in the City of St. Paul, Minnesota, or at any other office or agency of the Company
maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Securities Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only
in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of the same
series of other authorized denominations, as requested by the Holder surrendering the same.
No service charge shall be
made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with the registration of such transfer or exchange, other than certain exchanges not involving any transfer.
Certain terms used in this
Note which are defined in the Indenture have the meanings set forth therein.
This Note shall for all purposes
be governed by, and construed in accordance with, the laws of the State of New York.
Prior to due presentment
for registration of transfer, the Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the Person
in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.
The Company may, without
consent of the Holders of the Notes but in compliance with the terms of the Indenture, increase the principal amount of the Notes by issuing
additional Notes on the same terms and conditions as the Notes, except for any differences in the issue price and interest accrued prior
to the date of issuance of the additional Notes, and with the same CUSIP number as the Notes; provided that if any such further Notes
are not fungible with the notes for United States federal income tax purposes, they will be issued with a different CUSIP number. The
Notes and any additional Notes issued by the Company will rank equally and ratably and shall be treated as a single series of Securities
for all purposes under the Indenture. No additional Notes shall be issued at any time that there is an Event of Default under the Indenture
with respect to the Notes that has occurred and is continuing.
Exhibit 5.1
| |
Faegre Drinker Biddle & Reath LLP |
| |
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402 |
| |
+1 612 766 7000 main |
| |
+1 612 766 1600 fax |
February 28, 2025
Ameriprise Financial, Inc.
1099 Ameriprise Financial Center
Minneapolis, MN 55474
Re: Ameriprise
Financial, Inc. – 5.200% Senior Notes due 2035
Ladies and Gentlemen:
We have acted as counsel to
Ameriprise Financial, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by
the Company of $750,000,000 aggregate principal amount of its 5.200% Senior Notes due 2035 (the “Notes”) pursuant to
an indenture, dated as of May 5, 2006 (the “Indenture”), between the Company and U.S. Bank Trust Company, National
Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”).
In rendering the opinions expressed herein, we have
examined:
(a) the
Registration Statement on Form S-3 (Registration No. 333-277307) filed by the Company with the Securities and Exchange Commission
(the “Commission”) on February 23, 2024 (the “Registration Statement”), including the exhibits
thereto and the base prospectus constituting a part thereof, dated February 23, 2024, including the documents incorporated by reference
therein, relating to the offering from time to time of equity and debt securities of the Company pursuant to Rule 415 promulgated
under the Securities Act of 1933, as amended (the “Act”);
(b) the
preliminary prospectus supplement dated as of February 25, 2025 and the final prospectus supplement dated as of February 25,
2025 (together, the “Prospectus Supplements”), including the documents incorporated by reference therein, each filed
with the Commission pursuant to Rule 424 promulgated under the Act;
(c) the
Underwriting Agreement dated as of February 25, 2025 (the “Underwriting Agreement”), by and among the Company
and Goldman Sachs & Co. LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named
in Schedule I thereto;
(d) the
Indenture;
(e) executed
copies of the global notes evidencing the Notes;
| Ameriprise Financial, Inc. | -2- | February 28, 2025 |
(f) the
Amended and Restated Certificate of Incorporation of the Company, as amended to date, the Amended and Restated Bylaws of the Company,
as amended to date, and the corporate actions taken by the Company in connection with the Indenture and the issuance of the Notes; and
(g) a
Certificate of Designated Officer Establishing Terms of a Series of Securities Under Open-End Indenture.
We have also examined the originals,
or duplicates or certified or conformed copies, of such corporate records, agreements, documents, certificates and instruments, and have
reviewed such authorities of law, as we have deemed relevant and necessary as a basis of our opinions hereinafter set forth.
On the basis of and subject
to the foregoing and the qualifications set forth in Annex I attached hereto, we are of the opinion that:
1. The
Indenture is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except
as the same may be limited by the effect of bankruptcy, insolvency, voidable transactions, fraudulent conveyance, fraudulent transfer,
reorganization, moratorium, receivership, assignment for the benefit of creditors and other similar laws now or hereafter in effect relating
to or affecting creditors’ rights generally and equitable principles of general applicability (regardless of whether considered
in a proceeding in equity or at law).
2. The
Notes represent legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except
as the same may be limited by the effect of bankruptcy, insolvency, voidable transactions, fraudulent conveyance, fraudulent transfer,
reorganization, moratorium, receivership, assignment for the benefit of creditors and other similar laws now or hereafter in effect relating
to or affecting creditors’ rights generally and equitable principles of general applicability (regardless of whether considered
in a proceeding in equity or at law).
We consent to the filing of
this opinion as an exhibit to the Current Report on Form 8-K of the Company filed with the Commission on the date hereof and thereby
incorporated by reference into the Registration Statement and to the reference to us under the heading “Legal Matters” in
each Prospectus Supplement. In giving such consent, we do not admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules or regulations of the Commission thereunder.
| |
Yours very truly, |
| |
|
| |
/s/ Faegre Drinker Biddle & Reath LLP |
| |
FAEGRE DRINKER BIDDLE & REATH LLP |
Annex I
In rendering the accompanying
opinion letter, we wish to advise you of the following additional qualifications to which such opinion letter is subject:
(a) We
have relied, as to certain relevant facts, upon representations made by the Company in the Underwriting Agreement, the Indenture and the
Notes (collectively, the “Transaction Documents”), upon the assumptions set forth herein, and upon certificates of,
and information provided by, public officials and officers and employees of the Company reasonably believed by us to be appropriate sources
of information, as to the accuracy of such factual matters, in each case without independent verification thereof or other investigation.
(b) Our
opinion letter is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware (the “Covered
Laws”), and we express no opinion as to the effect on the matters covered by our opinions of any other law.
(c) We
express no opinion as to whether, or to the extent of which, the laws of any particular jurisdiction apply to the subject matter hereof,
including without limitation, the enforceability of the governing law provisions contained in the Transaction Documents, except to the
extent such provision would be enforceable based on Section 5-1401 and 5-1402 of the General Obligations Law of the State of New
York.
(d) We
have relied, without investigation, upon the following assumptions: (i) natural persons who are involved on behalf of the Company
have sufficient legal capacity to enter into and perform, on behalf of the Company, the transaction in question and to carry out their
role in the transaction; (ii) each party to each Transaction Document (other than the Company) has satisfied those legal requirements
that are applicable to it to the extent necessary to make such Transaction Document enforceable against it; (iii) each party to agreements
or instruments relevant hereto other than the Company has complied with all legal requirements pertaining to its status as such status
relates to its rights to enforce such agreements or instruments against the Company; (iv) each document submitted to us for review
is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic
original, and all signatures on each such document, including electronic signatures, are genuine; (v) all statutes, judicial and
administrative decisions, and rules and regulations of governmental agencies, constituting the Covered Laws, are publicly available
to lawyers practicing in the jurisdictions the laws of which are addressed by this opinion letter (the “Opining Jurisdictions”);
(vi) all relevant statutes, rules, regulations or agency actions are constitutional and valid unless a reported decision in the Opining
Jurisdictions has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity; (vii) there
has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; (viii) the conduct of the parties
to or having rights under any instrument or agreement relevant hereto has complied with any requirement of good faith, fair dealing and
conscionability; and (ix) there are no agreements or understandings among the parties, written or oral, and there is no usage of
trade or course of dealing among the parties that would, in either case, define, supplement or qualify the agreements or instruments relevant
hereto.
(e) Without
limiting any other qualifications set forth herein, the opinions expressed in the accompanying opinion letter regarding the enforceability
of certain Transaction Documents are subject to the effect of generally applicable laws that (i) limit the enforceability of provisions
releasing, exculpating or exempting a party from, or requiring indemnification of or contribution to a party for, liability for its own
action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct or
to the extent such provisions are contrary to public policy; (ii) govern and afford judicial discretion regarding the determination
of damages and entitlement to attorneys’ fees and other costs; (iii) provide for the enforcement of oral waivers or modifications
where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver;
(iv) limit the availability of a remedy under certain circumstances where another remedy has been elected; (v) may, where less
than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable
portion is not an essential part of the agreed exchange; (vi) may permit a party who has materially failed to render or offer performance
required by a contract to cure that failure unless either permitting a cure would unreasonably hinder the aggrieved party from making
substitute arrangements for performance or it is important under the circumstances to the aggrieved party that performance occur by the
date stated in the contract; (vii) may limit the enforceability of provisions for the payment of premiums upon mandatory prepayment
to the extent any such payment constitutes, or is deemed to constitute, a penalty or forfeiture; (viii) may require mitigation of
damages; (ix) provide a time limitation after which rights may not be enforced (i.e., statutes of limitation); (x) limit the
enforceability of provisions of instruments or agreements that purport to require waiver of the obligations of good faith, fair dealing,
diligence and reasonableness; (xi) may require that a claim with respect to any debt securities that are payable other than in U.S.
dollars (or a foreign currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a
date determined pursuant to applicable law; or (xii) may limit, delay or prohibit the making of payments outside the United States.
(f) We
express no opinion as to the enforceability or effect in any Transaction Document of (i) any usury or fraudulent transfer or conveyance
or voidable transactions “savings” provision; (ii) any agreement to submit to the jurisdiction of any particular court
or other governmental authority (either as to personal jurisdiction or subject matter jurisdiction), any provision restricting access
to courts (including without limitation agreements to arbitrate disputes), any waivers of the right to jury trial, any waivers of service
of process requirements that would otherwise be applicable, any provisions relating to evidentiary standards, any agreement that a judgment
rendered by a court in one jurisdiction may be enforced in another jurisdiction, or any provision otherwise affecting the jurisdiction
or venue of courts; (iii) any provision waiving or otherwise modifying legal, statutory or equitable defenses or other procedural,
judicial or substantive rights; or (iv) any provision that authorizes one party to act as attorney-in-fact for another party.
(g) The
opinions herein expressed are limited to the specific issues addressed and to facts and laws existing on the date hereof. In rendering
these opinions, we do not undertake to advise you with respect to any other matter or of any change in such laws or in the interpretation
thereof, or of any change in facts, which may occur after the date hereof.
(h) The
opinions expressed herein do not address compliance with fiduciary duty and conflict of interest requirements.
v3.25.0.1
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Ameriprise Financial (NYSE:AMP)
Historical Stock Chart
From Feb 2025 to Mar 2025
Ameriprise Financial (NYSE:AMP)
Historical Stock Chart
From Mar 2024 to Mar 2025
