Ameriprise in Spin-off and $1.5 Billion Debt Offering

December 28, 2005

Cleary Gottlieb recently represented long-time client American Express Company and Ameriprise Financial, Inc. (formerly American Express Financial Advisors) in the tax-free distribution of 100% of the common stock of Ameriprise to American Express’s shareholders. American Express shareholders received one share of Ameriprise common stock for every five shares of American Express common stock in the transaction, which closed on September 30. Ameriprise started trading under the symbol AMP on the NYSE on October 3 as a new member of the S&P 500.

Following the spin-off, Cleary was counsel to underwriters Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc. in Ameriprise’s public offering of $800 million 5.35% senior notes due 2010 and $700 million 5.65% senior notes due 2015. Ameriprise will use the proceeds from the offering, which closed November 23, for general corporate purposes and to refinance a $1.35 billion bridge facility. Represented by Cleary, Ameriprise had negotiated the bridge facility along with a $750 million revolving credit facility from a syndicate of banks prior to the spin-off.

Ameriprise is one of the nation’s leading financial planning, asset management and insurance companies and is comparable to approximately number 300 within the Fortune 500. As of September 30, Ameriprise had approximately 2.8 million individual, business and institutional clients, either directly through its network of more than 12,000 financial advisors or through corporate and institutional strategic alliances, and had more than $420 billion in assets owned, managed and administered. Ameriprise’s focus is comprehensive financial planning and personalized long-term relationships supported by investment and insurance products to address clients’ needs.