UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 30, 2015

OR

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

For the Transition Period from  to 

Commission File No. 033-28976

RIVERSOURCE LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

Minnesota	41-0823832
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1099 Ameriprise Financial Center, Minneapolis, Minnesota	55474
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (612) 671-3131

 Former name, former address and former fiscal year, if changed since last report:   Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                 Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes x No o

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer x (Do not check if a smaller reporting company)	Smaller reporting company o

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

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

Class	Outstanding at November 2, 2015
Common Stock (par value $30 per share)	100,000 shares

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

RIVERSOURCE LIFE INSURANCE COMPANY

FORM 10-Q

INDEX

Part I.	Financial Information:
	Item 1.	Financial Statements (Unaudited)
		Consolidated Balance Sheets — September 30, 2015 and December 31, 2014	1
		Consolidated Statements of Income — Three months and nine months ended September 30, 2015 and 2014	2
		Consolidated Statements of Comprehensive Income — Three months and nine months ended September 30, 2015 and 2014	2
		Consolidated Statements of Shareholder’s Equity — Nine months ended September 30, 2015 and 2014	3
		Consolidated Statements of Cash Flows — Nine months ended September 30, 2015 and 2014	4
		Notes to Consolidated Financial Statements	6
	Item 2.	Management’s Narrative Analysis	35
	Item 4.	Controls and Procedures	44
Part II.	Other Information:
	Item 1.	Legal Proceedings	45
	Item 1A.	Risk Factors	45
	Item 6.	Exhibits	45
	Signatures		46
	Exhibit Index		E-1

RIVERSOURCE LIFE INSURANCE COMPANY

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share amounts)

	September 30, 2015		December 31, 2014
Assets
Investments:
Available-for-Sale:
Fixed maturities, at fair value (amortized cost: 2015, $21,023; 2014, $21,354)	$	22,360	$	23,243
Common stocks, at fair value (cost: 2015 and 2014, $2)	7		7
Mortgage loans, at amortized cost (less allowance for loan losses: 2015, $20; 2014, $23)	3,235		3,298
Policy loans	823		805
Other investments	961		987
Total investments	27,386		28,340
Cash and cash equivalents	606		307
Reinsurance recoverables	2,371		2,268
Other receivables	211		206
Accrued investment income	247		255
Deferred acquisition costs	2,600		2,576
Other assets	4,801		5,006
Separate account assets	74,447		79,178
Total assets	$	112,669	$	118,136
Liabilities and Shareholder’s Equity
Liabilities:
Policyholder account balances, future policy benefits and claims	$	29,448	$	29,805
Short-term borrowings	200		200
Other liabilities	4,427		4,650
Separate account liabilities	74,447		79,178
Total liabilities	108,522		113,833
Shareholder’s equity:
Common stock, $30 par value; 100,000 shares authorized, issued and outstanding	3		3
Additional paid-in capital	2,466		2,464
Retained earnings	1,122		1,107
Accumulated other comprehensive income, net of tax	556		729
Total shareholder’s equity	4,147		4,303
Total liabilities and shareholder’s equity	$	112,669	$	118,136

See Notes to Consolidated Financial Statements.

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RIVERSOURCE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in millions)

	Three Months Ended   September 30,						Nine Months Ended   September 30,
	2015			2014			2015			2014
Revenues
Premiums	$	95		$	105		$	300		$	319
Net investment income	296			319			904			975
Policy and contract charges	470			445			1,405			1,357
Other revenues	103			98			320			292
Net realized investment gains (losses)	(11		)	7			5			12
Total revenues	953			974			2,934			2,955
Benefits and expenses
Benefits, claims, losses and settlement expenses	236			262			817			750
Interest credited to fixed accounts	171			168			503			529
Amortization of deferred acquisition costs	112			94			241			226
Other insurance and operating expenses	170			188			539			560
Total benefits and expenses	689			712			2,100			2,065
Pretax income	264			262			834			890
Income tax provision	40			38			144			125
Net income	$	224		$	224		$	690		$	765
Supplemental Disclosures:
Total other-than-temporary impairment losses on securities	$	(7	)	$	(5	)	$	(8	)	$	(6	)
Portion of loss recognized in other comprehensive income (before taxes)	—			1			1			1
Net impairment losses recognized in net realized investment gains	$	(7	)	$	(4	)	$	(7	)	$	(5	)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in millions)

	Three Months Ended   September 30,						Nine Months Ended   September 30,
	2015			2014			2015			2014
Net income	$	224		$	224		$	690		$	765
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities:
Net unrealized securities gains (losses) arising during the period	(83		)	(137		)	(354		)	285
Reclassification of net securities (gains) losses included in net income	6			(6		)	(5		)	(9		)
Impact of deferred acquisition costs, deferred sales inducement costs, unearned revenue, benefit reserves and reinsurance recoverables	51			(1		)	183			(168		)
Total net unrealized gains (losses) on securities	(26		)	(144		)	(176		)	108
Net unrealized gains on derivatives:
Reclassification of net derivative losses included in net income	1			1			3			3
Total net unrealized gains on derivatives	1			1			3			3
Total other comprehensive income (loss), net of tax	(25		)	(143		)	(173		)	111
Total comprehensive income	$	199		$	81		$	517		$	876

See Notes to Consolidated Financial Statements.

2

RIVERSOURCE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY (UNAUDITED)

(in millions)

	Common Shares		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income			Total
Balances at January 1, 2014	$	3	$	2,463	$	1,042		$	650		$	4,158
Comprehensive income:
Net income	—		—		765			—			765
Other comprehensive income, net of tax	—		—		—			111			111
Total comprehensive income											876
Tax adjustment on share-based incentive compensation plan	—		1		—			—			1
Cash dividends to Ameriprise Financial, Inc.	—		—		(500		)	—			(500		)
Balances at September 30, 2014	$	3	$	2,464	$	1,307		$	761		$	4,535
Balances at January 1, 2015	$	3	$	2,464	$	1,107		$	729		$	4,303
Comprehensive income:
Net income	—		—		690			—			690
Other comprehensive loss, net of tax	—		—		—			(173		)	(173		)
Total comprehensive income											517
Tax adjustment on share-based incentive compensation plan	—		2		—			—			2
Cash dividends to Ameriprise Financial, Inc.	—		—		(675		)	—			(675		)
Balances at September 30, 2015	$	3	$	2,466	$	1,122		$	556		$	4,147

See Notes to Consolidated Financial Statements.

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RIVERSOURCE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in millions)
	Nine Months Ended   September 30,
	2015			2014
Cash Flows from Operating Activities
Net income	$	690		$	765
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion, net	10			6
Deferred income tax benefit	(5		)	(96		)
Contractholder and policyholder charges, non-cash	(249		)	(246		)
Loss from equity method investments	25			20
Net realized investment gains	(14		)	(20		)
Other-than-temporary impairments and provision for loan losses recognized in net realized investment gains	9			8
Changes in operating assets and liabilities:
Deferred acquisition costs	40			30
Policyholder account balances, future policy benefits and claims, net	879			735
Derivatives, net of collateral	(162		)	(483		)
Reinsurance recoverables	(95		)	(70		)
Other receivables	16			(23		)
Accrued investment income	8			19
Other, net	406			(61		)
Net cash provided by operating activities	1,558			584
Cash Flows from Investing Activities
Available-for-Sale securities:
Proceeds from sales	120			280
Maturities, sinking fund payments and calls	2,090			1,843
Purchases	(1,768		)	(827		)
Proceeds from maturities and repayments of mortgage loans	469			407
Funding of mortgage loans	(397		)	(373		)
Proceeds from sales and collections of other investments	94			103
Purchase of other investments	(124		)	(267		)
Purchase of land, buildings, equipment and software	(8		)	(6		)
Change in policy loans, net	(18		)	(31		)
Advance on line of credit to Ameriprise Financial, Inc.	—			(15		)
Repayment from Ameriprise Financial, Inc. on line of credit	—			15
Other, net	30			10
Net cash provided by investing activities	488			1,139
See Notes to Consolidated Financial Statements.

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RIVERSOURCE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued) (in millions)
	Nine Months Ended   September 30,
	2015			2014
Cash Flows from Financing Activities
Policyholder account balances:
Deposits and other additions	$	1,514		$	1,526
Net transfers to separate accounts	(141		)	(167		)
Surrenders and other benefits	(2,169		)	(1,896		)
Change in short-term borrowings, net	—			(301		)
Proceeds from line of credit with Ameriprise Financial, Inc.	6			42
Payments on line of credit with Ameriprise Financial, Inc.	(6		)	(192		)
Tax adjustment on share-based incentive compensation plan	2			1
Cash received for purchased options with deferred premiums	8			8
Cash paid for purchased options with deferred premiums	(286		)	(302		)
Cash dividend to Ameriprise Financial, Inc.	(675		)	(500		)
Net cash used in financing activities	(1,747		)	(1,781		)
Net increase (decrease) in cash and cash equivalents	299			(58		)
Cash and cash equivalents at beginning of period	307			344
Cash and cash equivalents at end of period	$	606		$	286
Supplemental Disclosures:
Income taxes paid (received), net	$	(145	)	$	393
Interest paid on borrowings	1			1
Non-cash investing activity:
Affordable housing partnership commitments not yet remitted	9			—
See Notes to Consolidated Financial Statements.

5

RIVERSOURCE LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

RiverSource Life Insurance Company is a stock life insurance company with two wholly owned subsidiaries, RiverSource Life Insurance Co. of New York and RiverSource Tax Advantaged Investments, Inc. (“RTA”). RiverSource Life Insurance Company is a wholly owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise Financial”).

The accompanying Consolidated Financial Statements include the accounts of RiverSource Life Insurance Company and companies in which it directly or indirectly has a controlling financial interest (collectively, the “Company”). All intercompany transactions and balances have been eliminated in consolidation.

The interim financial information in this report has not been audited. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods have been made. All adjustments made were of a normal recurring nature.

The accompanying Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. These Consolidated Financial Statements and Notes should be read in conjunction with the Consolidated Financial Statements and Notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on February 24, 2015.

The Company evaluated events or transactions that may have occurred after the balance sheet date for potential recognition or disclosure through the date the financial statements were issued. 

2. Recent AccountingPronouncements

Adoption of New Accounting Standards

Transfers and Servicing

In June 2014, the Financial Accounting Standards Board (“FASB”) updated the accounting standards related to transfers and servicing. The update requires repurchase-to-maturity transactions and linked repurchase financings to be accounted for as secured borrowings consistent with the accounting for other repurchase agreements. The standard requires disclosures related to transfers of financial assets accounted for as sales in transactions that are similar to repurchase agreements. The standard also requires disclosures on the remaining contractual maturity of the agreements, disaggregation of the gross obligation by class of collateral pledged and potential risks associated with the agreements and the related collateral pledged in repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings. The standard is effective for interim and annual periods beginning after December 15, 2014, except for the disclosure requirements for repurchase agreements, security lending transactions and repurchase-to-maturity transactions accounted for as secured borrowings which are effective for interim periods beginning after March 15, 2015. The standard requires entities to present changes in accounting for transactions outstanding at the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The adoption of the standard did not have any effect on the Company’s consolidated financial condition and results of operations. See Note 9 and Note 11 for the required disclosures.

Receivables - Troubled Debt Restructuring by Creditors

In January 2014, the FASB updated the accounting standard related to recognizing residential real estate obtained through a repossession or foreclosure from a troubled debtor. The update clarifies the criteria for derecognition of the loan receivable and recognition of the real estate property. The standard is effective for interim and annual periods beginning after December 15, 2014 and can be applied under a modified retrospective transition method or a prospective transition method. The adoption of the standard did not have any effect on the Company’s consolidated financial condition and results of operations.

Investments - Equity Method and Joint Ventures

In January 2014, the FASB updated the accounting standard related to investments in qualified affordable housing projects. The update allows for an accounting policy election to account for investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, the investment in a qualified affordable housing project is amortized in proportion to the tax credits and other tax benefits received. The net investment performance is recognized as a component of income tax expense (benefit). The standard is effective for interim and annual periods beginning after December 15, 2014 and should be applied retrospectively to all periods presented. The Company did not elect the proportional amortization method.

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RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Future Adoption of New Accounting Standards

Fair Value Measurement – Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)

In May 2015, the FASB updated the accounting standards related to fair value measurement. The update applies to investments that are measured at net asset value (“NAV”). The standard eliminates the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share as a practical expedient. In addition, the update limits disclosures to investments for which the entity elected to measure the fair value using the practical expedient rather than all eligible investments. The standard is effective for interim and annual periods beginning after December 15, 2015. The standard should be applied retrospectively to all periods presented and early adoption is permitted. There will be no impact of the standard to the Company’s consolidated financial condition and results of operations.

Consolidation

In February 2015, the FASB updated the accounting standard for consolidation. The update changes the accounting for the consolidation model for limited partnerships and a variable interest entity (“VIE”) and excludes certain money market funds from the consolidation analysis.  Specific to the consolidation analysis of a VIE, the update clarifies consideration of fees paid to a decision maker and amends the related party guidance. The standard is effective for periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The standard may be applied using a modified retrospective approach by recording a cumulative-effect adjustment to equity at the beginning of the period of adoption or applied retrospectively. There will be no impact of the standard to the Company's consolidated financial condition and results of operations.

Presentation of Financial Statements - Going Concern

In August 2014, the FASB updated the accounting standard related to an entity’s assessment of its ability to continue as a going concern. The standard requires that management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. In situations where there is substantial doubt about an entity’s ability to continue as a going concern, disclosure should be made so that a reader can understand the conditions that raise substantial doubt, management’s assessment of those conditions and any plan management has to mitigate those conditions. The standard is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. There will be no impact of the standard to the Company’s consolidated financial condition and results of operations.

Revenue from Contracts with Customers

In May 2014, the FASB updated the accounting standards for revenue from contracts with customers. The update provides a five step revenue recognition model for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers (unless the contracts are in the scope of other standards). The standard also updates the accounting for certain costs associated with obtaining and fulfilling a customer contract. In addition, the standard requires disclosure of quantitative and qualitative information that enables users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB updated the accounting standards to defer the effective date by one year. The standard is effective for interim and annual periods beginning after December 15, 2017 and early adoption is prohibited. The standard may be applied retrospectively for all periods presented or retrospectively with a cumulative-effect adjustment at the date of adoption. The Company is currently evaluating the impact of the standard on its consolidated financial condition and results of operations.

3. Variable Interest Entities

The Company has variable interests in affordable housing partnerships for which it is not the primary beneficiary and therefore does not consolidate. The Company’s maximum exposure to loss as a result of its investments in affordable housing partnerships is limited to the carrying value of these investments. The carrying value is reflected in other investments and was $486 million and $504 million as of September 30, 2015 and December 31, 2014, respectively. The Company has no obligation to provide financial or other support to the affordable housing partnerships in addition to liabilities already recorded for future funding commitments nor has it provided any additional support to the affordable housing partnerships.

The Company invests in structured investments which are considered VIEs for which it is not the sponsor. These structured investments typically invest in fixed income instruments and are managed by third parties and include asset backed securities, commercial mortgage backed securities and residential mortgage backed securities. The Company classifies these investments as Available-for-Sale securities. The Company has determined that it is not the primary beneficiary of these structures due to the size of the Company’s investment in the entities and position in the capital structure of these entities. The Company’s maximum exposure to loss as a result of its investment in these structured investments is limited to its carrying value. The carrying value

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RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

is included in Available-for-Sale fixed maturities on the consolidated balance sheets. The Company has no obligation to provide financial or other support to the structured investments beyond its investment nor has the Company provided any support to the structured investments. See Note 4 for additional information about these structured investments.

4. Investments

Available-for-Sale securities distributed by type were as follows:

	September 30, 2015
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Noncredit OTTI (1)
	(in millions)
Fixed maturities:
Corporate debt securities	$	13,814	$	1,129	$	(163	)	$	14,780	$	3
Residential mortgage backed securities	3,131		121		(28		)	3,224		(8		)
Commercial mortgage backed securities	2,048		102		(3		)	2,147		—
State and municipal obligations	1,010		153		(27		)	1,136		—
Asset backed securities	759		46		(1		)	804		—
Foreign government bonds and obligations	223		18		(11		)	230		—
U.S. government and agencies obligations	38		1		—			39		—
Total fixed maturities	21,023		1,570		(233		)	22,360		(5		)
Common stocks	2		5		—			7		3
Total	$	21,025	$	1,575	$	(233	)	$	22,367	$	(2	)

	December 31, 2014
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Noncredit OTTI (1)
	(in millions)
Fixed maturities:
Corporate debt securities	$	13,763	$	1,474	$	(54	)	$	15,183	$	3
Residential mortgage backed securities	3,374		150		(32		)	3,492		(9		)
Commercial mortgage backed securities	2,116		115		(3		)	2,228		—
State and municipal obligations	947		191		(25		)	1,113		—
Asset backed securities	882		56		(1		)	937		—
Foreign government bonds and obligations	236		21		(6		)	251		—
U.S. government and agencies obligations	36		3		—			39		—
Total fixed maturities	21,354		2,010		(121		)	23,243		(6		)
Common stocks	2		5		—			7		3
Total	$	21,356	$	2,015	$	(121	)	$	23,250	$	(3	)

⁽¹⁾  Represents the amount of other-than-temporary impairment (“OTTI”) losses in accumulated other comprehensive income (“AOCI”). Amount includes unrealized gains and losses on impaired securities subsequent to the initial impairment measurement date. These amounts are included in gross unrealized gains and losses as of the end of the period.

As of September 30, 2015 and December 31, 2014, investment securities with a fair value of $815 million and $1.2 billion, respectively, were pledged to meet contractual obligations under derivative contracts and short-term borrowings, of which $364 million and $689 million, respectively, may be sold, pledged or rehypothecated by the counterparty.

As of both September 30, 2015 and December 31, 2014, fixed maturity securities comprised approximately 82% of the Company’s total investments. Rating agency designations are based on the availability of ratings from Nationally Recognized Statistical Rating Organizations (“NRSROs”), including Moody’s Investors Service (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”) and Fitch Ratings Ltd. (“Fitch”). The Company uses the median of available ratings from Moody’s, S&P and Fitch, or if fewer than three ratings are available, the lower rating is used. When ratings from Moody’s, S&P and Fitch are unavailable, the Company may utilize ratings from other NRSROs or rate the securities internally. At both September 30, 2015 and December 31, 2014, approximately $1.2 billion of securities were internally rated by Columbia Management Investment Advisers, LLC, an affiliate of the Company, using criteria similar to those used by NRSROs.

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RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

A summary of fixed maturity securities by rating was as follows:

	September 30, 2015						December 31, 2014
Ratings	Amortized Cost		Fair Value		Percent of Total Fair Value		Amortized  Cost		Fair Value		Percent of Total Fair Value
	(in millions, except percentages)
AAA	$	4,707	$	4,928	22	%	$	5,111	$	5,374	23	%
AA	1,017		1,201		5		967		1,158		5
A	4,028		4,472		20		4,452		5,062		22
BBB	9,965		10,526		47		9,328		10,165		44
Below investment grade	1,306		1,233		6		1,496		1,484		6
Total fixed maturities	$	21,023	$	22,360	100	%	$	21,354	$	23,243	100	%

At September 30, 2015 and December 31, 2014, approximately 48% and 46%, respectively, of the securities rated AAA were GNMA, FNMA and FHLMC mortgage backed securities. No holdings of any other issuer were greater than 10% of total equity.

The following tables provide information about Available-for-Sale securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position:

	September 30, 2015
	Less than 12 months						12 months or more						Total
Description of Securities	Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses
	(in millions, except number of securities)
Corporate debt securities	195	$	2,757	$	(129	)	24	$	196	$	(34	)	219	$	2,953	$	(163	)
Residential mortgage backed securities	21	250		(3		)	56	545		(25		)	77	795		(28		)
Commercial mortgage backed securities	19	208		(2		)	3	34		(1		)	22	242		(3		)
State and municipal obligations	7	32		(1		)	2	102		(26		)	9	134		(27		)
Asset backed securities	8	76		(1		)	1	8		—			9	84		(1		)
Foreign government bonds and obligations	8	46		(3		)	14	23		(8		)	22	69		(11		)
Total	258	$	3,369	$	(139	)	100	$	908	$	(94	)	358	$	4,277	$	(233	)

	December 31, 2014
	Less than 12 months						12 months or more						Total
Description of Securities	Number of  Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses
	(in millions, except number of securities)
Corporate debt securities	106	$	1,093	$	(36	)	40	$	689	$	(18	)	146	$	1,782	$	(54	)
Residential mortgage backed securities	17	138		(2		)	55	670		(30		)	72	808		(32		)
Commercial mortgage backed securities	9	80		—			9	95		(3		)	18	175		(3		)
State and municipal obligations	1	5		—			2	102		(25		)	3	107		(25		)
Asset backed securities	5	52		—			3	32		(1		)	8	84		(1		)
Foreign government bonds and obligations	4	10		(1		)	14	27		(5		)	18	37		(6		)
Total	142	$	1,378	$	(39	)	123	$	1,615	$	(82	)	265	$	2,993	$	(121	)

As part of the Company’s ongoing monitoring process, management determined that the change in gross unrealized losses on its Available-for-Sale securities is primarily attributable to a widening of credit spreads.

9

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following table presents a rollforward of the cumulative amounts recognized in the Consolidated Statements of Income for other-than-temporary impairments related to credit losses on Available-for-Sale securities for which a portion of the securities’ total other-than-temporary impairments was recognized in other comprehensive income (loss):

	Three Months Ended   September 30,					Nine Months Ended   September 30,
	2015		2014			2015		2014
	(in millions)
Beginning balance	$	33	$	54		$	33	$	54
Credit losses for which an other-than-temporary impairment was previously recognized	—		1			—		1
Reductions for securities sold during the period (realized)	—		(22		)	—		(22		)
Ending balance	$	33	$	33		$	33	$	33

The change in net unrealized securities gains (losses) in other comprehensive income (loss) includes three components, net of tax: (i) unrealized gains (losses) that arose from changes in the market value of securities that were held during the period; (ii) (gains) losses that were previously unrealized, but have been recognized in current period net income due to sales of Available-for-Sale securities and due to the reclassification of noncredit other-than-temporary impairment losses to credit losses; and (iii) other adjustments primarily consisting of changes in insurance and annuity asset and liability balances, such as deferred acquisition costs (“DAC”), deferred sales inducement costs (“DSIC”), unearned revenue, benefit reserves and reinsurance recoverables, to reflect the expected impact on their carrying values had the unrealized gains (losses) been realized as of the respective balance sheet dates.

The following table presents a rollforward of the net unrealized securities gains on Available-for-Sale securities included in AOCI:

	Net Unrealized Securities Gains			Deferred Income Tax			AOCI Related to Net Unrealized Securities Gains
	(in millions)
Balance at January 1, 2014	$	1,033		$	(366	)	$	667
Net unrealized securities gains arising during the period (1)	441			(156		)	285
Reclassification of net securities gains included in net income	(15		)	6			(9		)
Impact of other adjustments	(258		)	90			(168		)
Balance at September 30, 2014	$	1,201		$	(426	)	$	775		(2)
Balance at January 1, 2015	$	1,148		$	(407	)	$	741
Net unrealized securities losses arising during the period (1)	(545		)	191			(354		)
Reclassification of net securities gains included in net income	(7		)	2			(5		)
Impact of other adjustments	281			(98		)	183
Balance at September 30, 2015	$	877		$	(312	)	$	565		(2)

⁽¹⁾  Includes other-than-temporary impairment losses on Available-for-Sale securities related to factors other than credit that were recognized in other comprehensive income (loss) during the period.

⁽²⁾   Includes $1 million and $2 million of noncredit related impairments on securities and net unrealized securities losses on previously impaired securities at September 30, 2015 and 2014, respectively.

10

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Net realized gains and losses on Available-for-Sale securities, determined using the specific identification method, recognized in net realized investment gains (losses) were as follows:

	Three Months Ended   September 30,						Nine Months Ended   September 30,
	2015			2014			2015			2014
	(in millions)
Gross realized investment gains	$	1		$	15		$	23		$	24
Gross realized investment losses	(4		)	(1		)	(9		)	(4		)
Other-than-temporary impairments	(7		)	(4		)	(7		)	(5		)
Total	$	(10	)	$	10		$	7		$	15

Other-than-temporary impairments for the three months and nine months ended September 30, 2015 primarily related to credit losses on corporate debt securities. Other-than-temporary impairments for the three months and nine months ended September 30, 2014 primarily related to credit losses on non-agency residential mortgage backed securities and corporate debt securities.

Available-for-Sale securities by contractual maturity at September 30, 2015 were as follows:

	Amortized Cost		Fair Value
	(in millions)
Due within one year	$	1,009	$	1,026
Due after one year through five years	5,327		5,743
Due after five years through 10 years	5,023		5,104
Due after 10 years	3,726		4,312
	15,085		16,185
Residential mortgage backed securities	3,131		3,224
Commercial mortgage backed securities	2,048		2,147
Asset backed securities	759		804
Common stocks	2		7
Total	$	21,025	$	22,367

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Residential mortgage backed securities, commercial mortgage backed securities and asset backed securities are not due at a single maturity date. As such, these securities, as well as common stocks, were not included in the maturities distribution.

Net investment income is summarized as follows:

	Three Months Ended   September 30,				Nine Months Ended   September 30,
	2015		2014		2015		2014
	(in millions)
Fixed maturities	$	257	$	277	$	783	$	841
Mortgage loans	43		46		134		137
Other investments	6		3		14		20
	306		326		931		998
Less: investment expenses	10		7		27		23
Total	$	296	$	319	$	904	$	975

5. Financing Receivables

The Company’s financing receivables include commercial and residential mortgage loans, syndicated loans and policy loans. Syndicated loans are reflected in other investments.

Allowance for Loan Losses

Policy loans do not exceed the cash surrender value of the policy at origination. As there is minimal risk of loss related to policy loans, the Company does not record an allowance for loan losses for policy loans. The Company does not currently have an allowance for loan losses for residential mortgage loans.

11

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following table presents a rollforward of the allowance for loan losses for commercial mortgage loans and syndicated loans for the nine months ended and the ending balance of the allowance for loan losses by impairment method:

	September 30,
	2015			2014
	(in millions)
Beginning balance	$	28		$	28
Charge-offs	(3		)	(3		)
Provisions	1			2
Ending balance	$	26		$	27
Individually evaluated for impairment	$	5		$	8
Collectively evaluated for impairment	21			19

The recorded investment in commercial and residential mortgage loans and syndicated loans by impairment method was as follows:

	September 30, 2015		December 31, 2014
	(in millions)
Individually evaluated for impairment	$	31	$	32
Collectively evaluated for impairment	3,669		3,740
Total	$	3,700	$	3,772

As of September 30, 2015 and December 31, 2014, the Company’s recorded investment in financing receivables individually evaluated for impairment for which there was no related allowance for loan losses was $12 million and $4 million, respectively.

During the three months ended September 30, 2015 and 2014, the Company purchased $46 million and $71 million, respectively, and sold $8 million and $2 million, respectively, of syndicated loans. During the nine months ended September 30, 2015 and 2014, the Company purchased $82 million and $161 million, respectively, and sold $15 million and $12 million, respectively, consisting primarily of syndicated loans.

Credit Quality Information

Nonperforming loans, which are generally loans 90 days or more past due, were $8 million and $10 million as of September 30, 2015 and December 31, 2014, respectively. All other loans were considered to be performing.

Commercial Mortgage Loans

The Company reviews the credit worthiness of the borrower and the performance of the underlying properties in order to determine the risk of loss on commercial mortgage loans. Based on this review, the commercial mortgage loans are assigned an internal risk rating, which management updates as necessary. Commercial mortgage loans which management has assigned its highest risk rating were 1% of total commercial mortgage loans at both September 30, 2015 and December 31, 2014. Loans with the highest risk rating represent distressed loans which the Company has identified as impaired or expects to become delinquent or enter into foreclosure within the next six months. In addition, the Company reviews the concentrations of credit risk by region and property type.

12

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Concentrations of credit risk of commercial mortgage loans by U.S. region were as follows:

	Loans				Percentage
	September 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014
	(in millions)
South Atlantic	$	736	$	710	28	%	27	%
Pacific	722		673		27		26
Mountain	241		236		9		9
West North Central	218		223		8		8
Middle Atlantic	204		210		8		8
East North Central	202		237		7		9
West South Central	125		151		5		6
New England	122		130		5		5
East South Central	72		62		3		2
	2,642		2,632		100	%	100	%
Less: allowance for loan losses	20		23
Total	$	2,622	$	2,609

Concentrations of credit risk of commercial mortgage loans by property type were as follows:

	Loans				Percentage
	September 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014
	(in millions)
Retail	$	917	$	956	35	%	36	%
Office	524		535		20		20
Apartments	478		473		18		18
Industrial	470		447		18		17
Mixed use	36		46		1		2
Hotel	34		32		1		1
Other	183		143		7		6
	2,642		2,632		100	%	100	%
Less: allowance for loan losses	20		23
Total	$	2,622	$	2,609

Residential Mortgage Loans

The recorded investment in residential mortgage loans at September 30, 2015 and December 31, 2014 was $613 million and $689 million, respectively. The Company considers the credit worthiness of borrowers (FICO score), collateral characteristics such as loan-to-value (“LTV”) and geographic concentration to determine when an amount for an allowance for loan losses for residential mortgage loans is appropriate. At a minimum, management updates FICO scores and LTV ratios semiannually. As of September 30, 2015 and December 31, 2014, no allowance for loan losses was recorded.

Residential mortgage loans are presented net of unamortized discount of $24 million and $34 million as of September 30, 2015 and December 31, 2014, respectively.

As of September 30, 2015 and December 31, 2014, approximately 4% and 5%, respectively, of residential mortgage loans had FICO scores below 640. As of both September 30, 2015 and December 31, 2014, approximately 1% of the Company’s residential mortgage loans had LTV ratios greater than 90%. The Company’s most significant geographic concentration for residential mortgage loans is in California representing 37% of the portfolio as of both September 30, 2015 and December 31, 2014. No other state represents more than 10% of the total residential mortgage loan portfolio.

Syndicated Loans

The recorded investment in syndicated loans at September 30, 2015 and December 31, 2014 was $445 million and $451 million, respectively. The Company’s syndicated loan portfolio is diversified across industries and issuers. The primary credit indicator for syndicated loans is whether the loans are performing in accordance with the contractual terms of the syndication. Total nonperforming syndicated loans at September 30, 2015 and December 31, 2014 were $5 million and $3 million, respectively.

13

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Troubled Debt Restructurings

The recorded investment in restructured loans was not material as of September 30, 2015 and December 31, 2014. The troubled debt restructurings did not have a material impact to the Company’s allowance for loan losses or income recognized for the three months and nine months ended September 30, 2015 and 2014. There are no material commitments to lend additional funds to borrowers whose loans have been restructured. 

6. DeferredAcquisitionCostsand Deferred Sales Inducement Costs

In the third quarter of the year, management conducts its annual review of insurance and annuity valuation assumptions relative to current experience and management expectations. To the extent that expectations change as a result of this review, management updates valuation assumptions. The impact in the third quarter of 2015 primarily reflected the difference between the Company’s previously assumed interest rates versus the continued low interest rate environment partially offset by improved persistency. The impact in the third quarter of 2014 primarily reflected the difference between the Company’s assumed interest rates partially offset by improved persistency and mortality experience and a benefit from updating the Company's variable annuity living benefit withdrawal utilization assumption.

The balances of and changes in DAC were as follows:

	2015			2014
	(in millions)
Balance at January 1	$	2,576		$	2,633
Capitalization of acquisition costs	201			196
Amortization, excluding the impact of valuation assumptions review	(235		)	(219		)
Amortization, impact of valuation assumptions review	(6		)	(7		)
Impact of change in net unrealized securities losses (gains)	64			(30		)
Balance at September 30	$	2,600		$	2,573

The balances of and changes in DSIC, which are included in other assets, were as follows:

	2015			2014
	(in millions)
Balance at January 1	$	361		$	409
Capitalization of sales inducement costs	3			4
Amortization, excluding the impact of valuation assumptions review	(43		)	(40		)
Amortization, impact of valuation assumptions review	1			(2		)
Impact of change in net unrealized securities losses (gains)	10			(3		)
Balance at September 30	$	332		$	368

14

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

7. Policyholder Account Balances, Future Policy Benefits and Claims and Separate Account Liabilities

Policyholder account balances, future policy benefits and claims consisted of the following:

	September 30, 2015		December 31, 2014
	(in millions)
Policyholder account balances
Fixed annuities	$	11,446	$	12,700
Variable annuity fixed sub-accounts	4,914		4,860
Variable universal life (“VUL”)/universal life (“UL”) insurance	2,884		2,856
Indexed universal life (“IUL”) insurance	727		534
Other life insurance	804		840
Total policyholder account balances	20,775		21,790
Future policy benefits
Variable annuity guaranteed minimum withdrawal benefits (“GMWB”)	1,273		693
Variable annuity guaranteed minimum accumulation benefits (“GMAB”)	31		(41		)	(1)
Other annuity liabilities	73		115
Fixed annuities life contingent liabilities	1,502		1,511
Equity indexed annuities (“EIA”)	27		29
Life, disability income and long term care insurance	5,150		5,106
VUL/UL and other life insurance additional liabilities	444		437
Total future policy benefits	8,500		7,850
Policy claims and other policyholders’ funds	173		165
Total policyholder account balances, future policy benefits and claims	$	29,448	$	29,805

⁽¹⁾  Includes the value of GMAB embedded derivatives that was a net asset at December 31, 2014 reported as a contra liability.

Separate account liabilities consisted of the following:

	September 30, 2015		December 31, 2014
	(in millions)
Variable annuity	$	67,930	$	72,125
VUL insurance	6,483		7,016
Other insurance	34		37
Total	$	74,447	$	79,178

8. Variable Annuity and Insurance Guarantees

The majority of the variable annuity contracts offered by the Company contain guaranteed minimum death benefit (“GMDB”) provisions. The Company also offers variable annuities with death benefit provisions that gross up the amount payable by a certain percentage of contract earnings, which are referred to as gain gross-up (“GGU”) benefits. In addition, the Company offers contracts with GMWB and GMAB provisions. The Company previously offered contracts containing guaranteed minimum income benefit (“GMIB”) provisions.

Certain UL policies offered by the Company provide secondary guarantee benefits. The secondary guarantee ensures that, subject to specified conditions, the policy will not terminate and will continue to provide a death benefit even if there is insufficient policy value to cover the monthly deductions and charges.

15

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following table provides information related to variable annuity guarantees for which the Company has established additional liabilities:

	September 30, 2015							December 31, 2014
Variable Annuity Guarantees by  Benefit Type (1)	Total Contract Value		Contract Value in Separate Accounts		Net Amount at Risk		Weighted Average Attained Age	Total Contract Value		Contract Value in Separate Accounts		Net Amount at Risk		Weighted Average Attained Age
	(in millions, except age)
GMDB:
Return of premium	$	53,360	$	51,507	$	417	65	$	55,378	$	53,565	$	24	64
Five/six-year reset	9,293		6,730		131		65	10,360		7,821		28		64
One-year ratchet	6,724		6,351		396		67	7,392		7,006		39		66
Five-year ratchet	1,611		1,553		31		63	1,773		1,717		2		63
Other	859		841		92		71	959		941		38		70
Total — GMDB	$	71,847	$	66,982	$	1,067	65	$	75,862	$	71,050	$	131	64
GGU death benefit	$	1,040	$	987	$	114	67	$	1,072	$	1,019	$	123	67
GMIB	$	274	$	253	$	14	68	$	343	$	321	$	9	67
GMWB:
GMWB	$	3,163	$	3,152	$	2	69	$	3,671	$	3,659	$	1	68
GMWB for life	36,130		35,997		361		66	36,843		36,735		95		65
Total — GMWB	$	39,293	$	39,149	$	363	66	$	40,514	$	40,394	$	96	65
GMAB	$	3,988	$	3,972	$	42	58	$	4,247	$	4,234	$	2	58

⁽¹⁾  Individual variable annuity contracts may have more than one guarantee and therefore may be included in more than one benefit type. Variable annuity contracts for which the death benefit equals the account value are not shown in this table.

The net amount at risk for GMDB, GGU and GMAB guarantees is defined as the current guaranteed benefit amount in excess of the current contract value. The net amount at risk for GMIB and GMWB guarantees is defined as the greater of the present value of the minimum guaranteed withdrawal payments less the current contract value or zero. The present value is calculated using a discount rate that is consistent with assumptions embedded in the Company’s annuity pricing models.

The following table provides information related to insurance guarantees for which the Company has established additional liabilities:

	September 30, 2015			December 31, 2014
	Net Amount at Risk		Weighted Average Attained Age	Net Amount at Risk		Weighted Average Attained Age
	(in millions, except age)
UL secondary guarantees	$	6,413	63	$	6,076	62

The net amount at risk for UL secondary guarantees is defined as the current guaranteed death benefit amount in excess of the current policyholder value.

16

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Changes in additional liabilities (contra liabilities) for variable annuity and insurance guarantees were as follows:

	GMDB & GGU			GMIB		GMWB (1)			GMAB (1)			UL
	(in millions)
Balance at January 1, 2014	$	4		$	6	$	(383	)	$	(62	)	$	206
Incurred claims	8			1		528			7			54
Paid claims	(3		)	—		—			—			(13		)
Balance at September 30, 2014	$	9		$	7	$	145		$	(55	)	$	247
Balance at January 1, 2015	$	9		$	7	$	693		$	(41	)	$	263
Incurred claims	9			—		580			72			70
Paid claims	(3		)	—		—			—			(19		)
Balance at September 30, 2015	$	15		$	7	$	1,273		$	31		$	314

⁽¹⁾  The incurred claims for GMWB and GMAB represent the total change in the liabilities (contra liabilities).

The liabilities for guaranteed benefits are supported by general account assets.

The following table summarizes the distribution of separate account balances by asset type for variable annuity contracts providing guaranteed benefits:

	September 30, 2015		December 31, 2014
	(in millions)
Mutual funds:
Equity	$	38,571	$	41,403
Bond	23,760		25,060
Other	4,997		4,490
Total mutual funds	$	67,328	$	70,953

9. Short-term Borrowings

The Company enters into repurchase agreements in exchange for cash which it accounts for as secured borrowings and has pledged Available-for-Sale securities to collateralize its obligations under the repurchase agreements. As of September 30, 2015 and December 31, 2014, the Company has pledged $26 million and $18 million, respectively, of agency residential mortgage backed securities and $26 million and $34 million, respectively, of commercial mortgage backed securities. The amount of the Company’s liability including accrued interest as of both September 30, 2015 and December 31, 2014 was $50 million. The remaining maturity of outstanding repurchase agreements was less than two months as of September 30, 2015 and less than four months as of December 31, 2014. The weighted average annualized interest rate on the repurchase agreements held as of September 30, 2015 and December 31, 2014 was 0.5% and 0.4%, respectively.

RiverSource Life Insurance Company is a member of the Federal Home Loan Bank (“FHLB”) of Des Moines which provides access to collateralized borrowings. The Company has pledged Available-for-Sale securities consisting of commercial mortgage backed securities to collateralize its obligation under these borrowings. The fair value of the securities pledged is recorded in investments and was $295 million and $298 million as of September 30, 2015 and December 31, 2014, respectively. The amount of the Company’s liability including accrued interest as of both September 30, 2015 and December 31, 2014 was $150 million. The remaining maturity of outstanding FHLB advances was less than three months as of September 30, 2015 and less than two months as of December 31, 2014. The weighted average annualized interest rate on the FHLB advances held as of both September 30, 2015 and December 31, 2014 was 0.3%.

10. Fair Values of Assets and Liabilities

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability is not exchanged subject to a forced liquidation or distressed sale.

17

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Valuation Hierarchy

The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

Level 1 Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.

Level 2 Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis:

	September 30, 2015
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Available-for-Sale securities: Fixed maturities:
Corporate debt securities	$	—	$	13,443	$	1,337	$	14,780
Residential mortgage backed securities	—		3,180		44		3,224
Commercial mortgage backed securities	—		2,142		5		2,147
State and municipal obligations	—		1,136		—		1,136
Asset backed securities	—		696		108		804
Foreign government bonds and obligations	—		230		—		230
U.S. government and agencies obligations	4		35		—		39
Total Available-for-Sale securities: Fixed maturities	4		20,862		1,494		22,360
Common stocks	3		4		—		7
Cash equivalents	50		522		—		572
Other assets:
Interest rate derivative contracts	—		2,238		—		2,238
Equity derivative contracts	281		1,437		—		1,718
Foreign exchange derivative contracts	4		36		—		40
Other derivative contracts	—		1		—		1
Total other assets	285		3,712		—		3,997
Separate account assets	—		74,447		—		74,447
Total assets at fair value	$	342	$	99,547	$	1,494	$	101,383
Liabilities
Policyholder account balances, future policy benefits and claims:
EIA embedded derivatives	$	—	$	5	$	—	$	5
IUL embedded derivatives	—		—		317		317
GMWB and GMAB embedded derivatives	—		—		1,107		1,107		(1)
Total policyholder account balances, future policy benefits and claims	—		5		1,424		1,429		(2)
Other liabilities:
Interest rate derivative contracts	—		1,168		—		1,168
Equity derivative contracts	265		1,735		—		2,000
Credit derivative contracts	—		5		—		5
Foreign exchange derivative contracts	—		6		—		6
Other derivative contracts	—		13		—		13
Total other liabilities	265		2,927		—		3,192
Total liabilities at fair value	$	265	$	2,932	$	1,424	$	4,621

⁽¹⁾  The fair value of the GMWB and GMAB embedded derivatives included $1.2 billionof individual contracts in a liability position and $112 millionof individual contracts in an asset position.

⁽²⁾  The Company’s adjustment for nonperformance risk resulted in a $497 million cumulative decrease to the embedded derivatives.

18

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

	December 31, 2014
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Available-for-Sale securities: Fixed maturities:
Corporate debt securities	$	—	$	13,830	$	1,353	$	15,183
Residential mortgage backed securities	—		3,483		9		3,492
Commercial mortgage backed securities	—		2,138		90		2,228
State and municipal obligations	—		1,113		—		1,113
Asset backed securities	—		786		151		937
Foreign government bonds and obligations	—		251		—		251
U.S. government and agencies obligations	4		35		—		39
Total Available-for-Sale securities: Fixed maturities	4		21,636		1,603		23,243
Common stocks	3		3		1		7
Cash equivalents	1		235		—		236
Other assets:
Interest rate derivative contracts	—		1,955		—		1,955
Equity derivative contracts	282		1,711		—		1,993
Foreign exchange derivative contracts	—		29		—		29
Total other assets	282		3,695		—		3,977
Separate account assets	—		79,178		—		79,178
Total assets at fair value	$	290	$	104,747	$	1,604	$	106,641
Liabilities
Policyholder account balances, future policy benefits and claims:
EIA embedded derivatives	$	—	$	6	$	—	$	6
IUL embedded derivatives	—		—		242		242
GMWB and GMAB embedded derivatives	—		—		479		479		(1)
Total policyholder account balances, future policy benefits and claims	—		6		721		727		(2)
Other liabilities:
Interest rate derivative contracts	—		1,136		—		1,136
Equity derivative contracts	376		2,286		—		2,662
Foreign exchange derivative contracts	—		2		—		2
Other derivative contracts	—		11		—		11
Total other liabilities	376		3,435		—		3,811
Total liabilities at fair value	$	376	$	3,441	$	721	$	4,538

⁽¹⁾  The fair value of the GMWB and GMAB embedded derivatives included $700 millionof individual contracts in a liability position and $221 millionof individual contracts in an asset position.

⁽²⁾  The Company’s adjustment for nonperformance risk resulted in a $311 million cumulative decrease to the embedded derivatives.

19

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following tables provide a summary of changes in Level 3 assets and liabilities measured at fair value on a recurring basis:

	Available-for-Sale Securities: Fixed Maturities
	Corporate Debt Securities			Residential Mortgage Backed Securities			Commercial Mortgage Backed Securities			Asset Backed Securities			Total
	(in millions)
Balance, July 1, 2015	$	1,339		$	8		$	34		$	118		$	1,499
Total gains (losses) included in:
Net income	(1		)	—			—			1			—			(1)
Other comprehensive income	(3		)	—			—			2			(1		)
Purchases	91			37			—			—			128
Settlements	(89		)	(1		)	(2		)	—			(92		)
Transfers out of Level 3	—			—			(27		)	(13		)	(40		)
Balance, September 30, 2015	$	1,337		$	44		$	5		$	108		$	1,494
Changes in unrealized gains (losses) relating to assets held at September 30, 2015 included in:
Net investment income	$	(1	)	$	—		$	—		$	1		$	—

⁽¹⁾  Included in net investment income in the Consolidated Statements of Income.

	Policyholder Account Balances, Future Policy Benefits and Claims
	IUL Embedded Derivatives				GMWB and GMAB Embedded Derivatives				Total
	(in millions)
Balance, July 1, 2015	$	292			$	235			$	527
Total (gains) losses included in:
Net income	(1		)	(1)	805			(2)	804
Issues	31				69				100
Settlements	(5		)		(2		)		(7		)
Balance, September 30, 2015	$	317			$	1,107			$	1,424
Changes in unrealized (gains) losses relating to liabilities held at September 30, 2015 included in:
Benefits, claims, losses and settlement expenses	$	—			$	811			$	811
Interest credited to fixed accounts	(1		)		—				(1		)

⁽¹⁾  Included in interest credited to fixed accounts in the Consolidated Statements of Income.

⁽²⁾  Included in benefits, claims, losses and settlement expenses in the Consolidated Statements of Income.

20

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

	Available-for-Sale Securities: Fixed Maturities
	Corporate Debt Securities			Residential Mortgage Backed Securities		Commercial Mortgage Backed Securities		Asset Backed Securities			Total				Common Stocks			Other Derivatives Contracts
	(in millions)
Balance, July 1, 2014	$	1,376		$	10	$	15	$	149		$	1,550			$	1		$	1
Total gains (losses) included in:
Net income	—			—		—		1			1			(1)	—			(1		)	(2)
Other comprehensive income	(11		)	—		—		(1		)	(12		)		—			—
Purchases	37			—		—		—			37				—			1
Settlements	(24		)	—		—		(1		)	(25		)		—			—
Transfers into Level 3	—			—		78		—			78				—			—
Transfers out of Level 3	—			—		—		—			—				(1		)	—
Balance, September 30, 2014	$	1,378		$	10	$	93	$	148		$	1,629			$	—		$	1
Changes in unrealized gains (losses) relating to assets held at September 30, 2014 included in:
Net investment income	$	—		$	—	$	—	$	1		$	1			$	—		$	—
Benefits, claims, losses and settlement expenses	—			—		—		—			—				—			(1		)

⁽¹⁾  Included in net investment income in the Consolidated Statements of Income.

⁽²⁾  Included in benefits, claims, losses and settlement expenses in the Consolidated Statements of Income.

	Policyholder Account Balances, Future Policy Benefits and Claims
	IUL Embedded Derivatives			GMWB and GMAB Embedded Derivatives				Total
	(in millions)
Balance, July 1, 2014	$	184		$	(347	)		$	(163	)
Total losses included in:
Net income	—			207			(1)	207
Issues	21			65				86
Settlements	(3		)	(2		)		(5		)
Balance, September 30, 2014	$	202		$	(77	)		$	125
Changes in unrealized losses relating to liabilities held at September 30, 2014 included in:
Benefits, claims, losses and settlement expenses	$	—		$	208			$	208

⁽¹⁾  Included in benefits, claims, losses and settlement expenses in the Consolidated Statements of Income.

21

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

	Available-for-Sale Securities: Fixed Maturities
	Corporate Debt Securities			Residential Mortgage Backed Securities			Commercial Mortgage Backed Securities			Asset Backed Securities			Total				Common Stocks
	(in millions)
Balance, January 1, 2015	$	1,353		$	9		$	90		$	151		$	1,603			$	1
Total gains (losses) included in:
Net income	(1		)	—			—			1			—			(1)	—
Other comprehensive income	(10		)	—			—			2			(8		)		(1		)
Purchases	142			68			31			1			242				—
Settlements	(147		)	(2		)	(4		)	(2		)	(155		)		—
Transfers into Level 3	—			—			6			—			6				—
Transfers out of Level 3	—			(31		)	(118		)	(45		)	(194		)		—
Balance, September 30, 2015	$	1,337		$	44		$	5		$	108		$	1,494			$	—
Changes in unrealized gains (losses) relating to assets held at September 30, 2015 included in:
Net investment income	$	(1	)	$	—		$	—		$	1		$	—			$	—

⁽¹⁾   Included in net investment income in the Consolidated Statements of Income.

	Policyholder Account Balances, Future Policy Benefits and Claims
	IUL Embedded Derivatives				GMWB and GMAB Embedded Derivatives			Total
	(in millions)
Balance, January 1, 2015	$	242			$	479		$	721
Total losses included in:
Net income	13			(1)	426		(2)	439
Issues	76				197			273
Settlements	(14		)		5			(9		)
Balance, September 30, 2015	$	317			$	1,107		$	1,424
Changes in unrealized losses relating to liabilities held at September 30, 2015 included in:
Benefits, claims, losses and settlement expenses	$	—			$	438		$	438
Interest credited to fixed accounts	13				—			13

⁽¹⁾  Included in interest credited to fixed accounts in the Consolidated Statements of Income.

⁽²⁾  Included in benefits, claims, losses and settlement expenses in the Consolidated Statements of Income.

22

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

	Available-for-Sale Securities: Fixed Maturities
	Corporate Debt Securities			Residential Mortgage Backed Securities			Commercial Mortgage Backed Securities			Asset Backed Securities			Total				Common Stocks			Other Derivatives Contracts
	(in millions)
Balance, January 1, 2014	$	1,516		$	58		$	30		$	218		$	1,822			$	—		$	—
Total gains (losses) included in:
Net income	1			—			—			1			2			(1)	—			(1		)	(2)
Other comprehensive income	3			—			—			—			3				—			—
Purchases	94			11			39			—			144				1			2
Sales	(11		)	—			—			—			(11		)		—			—
Settlements	(225		)	(2		)	—			(2		)	(229		)		—			—
Transfers into Level 3	—			—			78			—			78				—			—
Transfers out of Level 3	—			(57		)	(54		)	(69		)	(180		)		(1		)	—
Balance, September 30, 2014	$	1,378		$	10		$	93		$	148		$	1,629			$	—		$	1
Changes in unrealized gains (losses) relating to assets held at September 30, 2014 included in:
Net investment income	$	(1	)	$	—		$	—		$	1		$	—			$	—		$	—
Benefits, claims, losses and settlement expenses	—			—			—			—			—				—			(1		)

⁽¹⁾  Included in net investment income in the Consolidated Statements of Income.

⁽²⁾  Included in benefits, claims, losses and settlement expenses in the Consolidated Statements of Income.

	Policyholder Account Balances, Future Policy Benefits and Claims
	IUL Embedded Derivatives				GMWB and GMAB Embedded Derivatives				Total
	(in millions)
Balance, January 1, 2014	$	125			$	(575	)		$	(450	)
Total losses included in:
Net income	14			(1)	327			(2)	341
Issues	69				184				253
Settlements	(6		)		(13		)		(19		)
Balance, September 30, 2014	$	202			$	(77	)		$	125
Changes in unrealized losses relating to liabilities held at September 30, 2014 included in:
Benefits, claims, losses and settlement expenses	$	—			$	327			$	327
Interest credited to fixed accounts	14				—				14

⁽¹⁾  Included in interest credited to fixed accounts in the Consolidated Statements of Income.

⁽²⁾  Included in benefits, claims, losses and settlement expenses in the Consolidated Statements of Income.

The increase to pretax income of the Company’s adjustment for nonperformance risk on the fair value of its embedded derivatives was $162 million and $59 million, net of DAC, DSIC, unearned revenue amortization and the reinsurance accrual for the three months ended September 30, 2015 and 2014, respectively. The increase to pretax income of the Company’s adjustment for nonperformance risk on the fair value of its embedded derivatives was $154 million and $68 million, net of DAC, DSIC, unearned revenue amortization and the reinsurance accrual for the nine months ended September 30, 2015 and 2014, respectively.

Securities transferred from Level 3 primarily represent securities with fair values that are now obtained from a third party pricing service with observable inputs. Securities transferred to Level 3 represent securities with fair values that are now based on a single non-binding broker quote. The Company recognizes transfers between levels of the fair value hierarchy as of the beginning of the quarter in which each transfer occurred. For assets and liabilities held at the end of the reporting periods that are measured at fair value on a recurring basis, there were no transfers between Level 1 and Level 2.

23

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following tables provide a summary of the significant unobservable inputs used in the fair value measurements developed by the Company or reasonably available to the Company of Level 3 assets and liabilities:

	September 30, 2015
	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average
	(in millions)
Corporate debt securities (private placements)	$	1,323	Discounted cash flow	Yield/spread to U.S. Treasuries	1.3	%	-	4.0%	1.7%
IUL embedded derivatives	$	317	Discounted cash flow	Nonperformance risk (1)	80			bps
GMWB and GMAB embedded derivatives	$	1,107	Discounted cash flow	Utilization of guaranteed withdrawals (2)	0.0	%	-	75.6%
				Surrender rate	0.0	%	-	59.1%
				Market volatility (3)	5.3	%	-	21.2%
				Nonperformance risk (1)	80			bps

	December 31, 2014
	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average
	(in millions)
Corporate debt securities (private placements)	$	1,311	Discounted cash flow	Yield/spread to U.S. Treasuries	1.0	%	-	3.9%	1.5	%
IUL embedded derivatives	$	242	Discounted cash flow	Nonperformance risk (1)	65			bps
GMWB and GMAB embedded derivatives	$	479	Discounted cash flow	Utilization of guaranteed withdrawals (2)	0.0	%	-	51.1%
				Surrender rate	0.0	%	-	59.1%
				Market volatility (3)	5.2	%	-	20.9%
				Nonperformance risk (1)	65			bps
				Elective contractholder strategy allocations (4)	0.0	%	-	3.0%

^. 

⁽¹⁾  The nonperformance risk is the spread added to the observable interest rates used in the valuation of the embedded derivatives.

⁽²⁾  The utilization of guaranteed withdrawals represents the percentage of contractholders that will begin withdrawing in any given year.

⁽³⁾  Market volatility is implied volatility of fund of funds and managed volatility funds.

⁽⁴⁾  The elective allocation represents the percentage of contractholders that are assumed to electively switch their investment allocation to a different allocation model. As of September 30, 2015, the Company is no longer including this input in the fair value measurement.

Level 3 measurements not included in the table above are obtained from non-binding broker quotes where unobservable inputs are not reasonably available to the Company.

Sensitivity of Fair Value Measurements to Changes in Unobservable Inputs

Significant increases (decreases) in the yield/spread to U.S. Treasuries used in the fair value measurement of Level 3 corporate debt securities in isolation would result in a significantly lower (higher) fair value measurement.

Significant increases (decreases) in nonperformance risk used in the fair value measurement of the IUL embedded derivatives in isolation would result in a significantly lower (higher) fair value measurement.

Significant increases (decreases) in utilization and volatility used in the fair value measurement of the GMWB and GMAB embedded derivatives in isolation would result in a significantly higher (lower) liability value. Significant increases (decreases) in nonperformance risk, surrender rate and elective investment allocation model used in the fair value measurement of the GMWB and GMAB embedded derivatives in isolation would result in a significantly lower (higher) liability value. Utilization of guaranteed withdrawals and surrender rates vary with the type of rider, the duration of the policy, the age of the contractholder, the distribution system and whether the value of the guaranteed benefit exceeds the contract accumulation value.

Determination of Fair Value

The Company uses valuation techniques consistent with the market and income approaches to measure the fair value of its assets and liabilities. The Company’s market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The Company’s income approach uses valuation techniques to convert future projected cash flows to a single discounted present value amount. When applying either approach, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs.

24

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following is a description of the valuation techniques used to measure fair value and the general classification of these instruments pursuant to the fair value hierarchy.

Assets

Cash Equivalents

Cash equivalents include highly liquid investments with original maturities of 90 days or less. Actively traded money market funds are measured at their NAV and classified as Level 1. The Company’s remaining cash equivalents are classified as Level 2 and measured at amortized cost, which is a reasonable estimate of fair value because of the short time between the purchase of the instrument and its expected realization.

Available-for-Sale Securities

When available, the fair value of securities is based on quoted prices in active markets. If quoted prices are not available, fair values are obtained from third party pricing services, non-binding broker quotes, or other model-based valuation techniques. Level 1 securities primarily include U.S. Treasuries. Level 2 securities primarily include corporate bonds, residential mortgage backed securities, commercial mortgage backed securities, state and municipal obligations, asset backed securities and U.S. agency and foreign government securities. The fair value of these Level 2 securities is based on a market approach with prices obtained from third party pricing services. Observable inputs used to value these securities can include, but are not limited to, reported trades, benchmark yields, issuer spreads and non-binding broker quotes. Level 3 securities primarily include certain corporate bonds, non-agency residential mortgage backed securities, commercial mortgage backed securities and asset backed securities. The fair value of corporate bonds, non-agency residential mortgage backed securities, commercial mortgage backed securities and certain asset backed securities classified as Level 3 is typically based on a single non-binding broker quote. The underlying inputs used for some of the non-binding broker quotes are not readily available to the Company. The Company’s privately placed corporate bonds are typically based on a single non-binding broker quote. In addition to the general pricing controls, the Company reviews the broker prices to ensure that the broker quotes are reasonable and, when available, compares prices of privately issued securities to public issues from the same issuer to ensure that the implicit illiquidity premium applied to the privately placed investment is reasonable considering investment characteristics, maturity, and average life of the investment.

In consideration of the above, management is responsible for the fair values recorded on the financial statements. Prices received from third party pricing services are subjected to exception reporting that identifies investments with significant daily price movements as well as no movements. The Company reviews the exception reporting and resolves the exceptions through reaffirmation of the price or recording an appropriate fair value estimate. The Company also performs subsequent transaction testing. The Company performs annual due diligence of third party pricing services. The Company’s due diligence procedures include assessing the vendor’s valuation qualifications, control environment, analysis of asset-class specific valuation methodologies, and understanding of sources of market observable assumptions and unobservable assumptions, if any, employed in the valuation methodology. The Company also considers the results of its exception reporting controls and any resulting price challenges that arise.

Separate Account Assets

The fair value of assets held by separate accounts is determined by the NAV of the funds in which those separate accounts are invested. The NAV represents the exit price for the separate account. Separate account assets are classified as Level 2 as they are traded in principal-to-principal markets with little publicly released pricing information.

Other Assets

Derivatives that are measured using quoted prices in active markets, such as derivatives that are exchange-traded, are classified as Level 1 measurements. The variation margin on futures contracts is also classified as Level 1. The fair value of derivatives that are traded in less active over-the-counter (“OTC”) markets is generally measured using pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy and include swaps and options. Other derivative contracts consist of the Company's macro hedge program. See Note 12 for further information on the macro hedge program. The counterparties’ nonperformance risk associated with uncollateralized derivative assets was immaterial at September 30, 2015 and December 31, 2014. See Note 11 and Note 12 for further information on the credit risk of derivative instruments and related collateral.

Liabilities

Policyholder Account Balances, Future Policy Benefits and Claims

The Company values the embedded derivatives attributable to the provisions of certain variable annuity riders using internal valuation models. These models calculate fair value by discounting expected cash flows from benefits plus margins for profit,

25

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

risk and expenses less embedded derivative fees. The projected cash flows used by these models include observable capital market assumptions and incorporate significant unobservable inputs related to contractholder behavior assumptions, implied volatility, and margins for risk, profit and expenses that the Company believes an exit market participant would expect. The fair value also reflects a current estimate of the Company’s nonperformance risk specific to these embedded derivatives. Given the significant unobservable inputs to this valuation, these measurements are classified as Level 3. The embedded derivatives attributable to these provisions are recorded in policyholder account balances, future policy benefits and claims.

The Company uses various Black-Scholes calculations to determine the fair value of the embedded derivatives associated with the provisions of its EIA and IUL products. Significant inputs to the EIA calculation include observable interest rates, volatilities and equity index levels and, therefore, are classified as Level 2. The fair value of the IUL embedded derivatives includes significant observable interest rates, volatilities and equity index levels and the significant unobservable estimate of the Company’s nonperformance risk. Given the significance of the nonperformance risk assumption to the fair value, the IUL embedded derivatives are classified as Level 3. The embedded derivatives attributable to these provisions are recorded in policyholder account balances, future policy benefits and claims.

The Company’s Corporate Actuarial Department calculates the fair value of the embedded derivatives on a monthly basis. During this process, control checks are performed to validate the completeness of the data. Actuarial management approves various components of the valuation along with the final results. The change in the fair value of the embedded derivatives is reviewed monthly with senior management. The Level 3 inputs into the valuation are consistent with the pricing assumptions and updated as experience develops. Significant unobservable inputs that reflect policyholder behavior are reviewed quarterly along with other valuation assumptions.

Other Liabilities

Derivatives that are measured using quoted prices in active markets, such as derivatives that are exchange-traded, are classified as Level 1 measurements. The variation margin on futures contracts is also classified as Level 1. The fair value of derivatives that are traded in less active OTC markets is generally measured using pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy and include swaps and the majority of options. Other derivative contracts consist of the Company’s macro hedge program. See Note 12 for further information on the macro hedge program. The Company’s nonperformance risk associated with uncollateralized derivative liabilities was immaterial at September 30, 2015 and December 31, 2014. See Note 11 and Note 12 for further information on the credit risk of derivative instruments and related collateral.

During the reporting periods, there were no material assets or liabilities measured at fair value on a nonrecurring basis.

The following tables provide the carrying value and the estimated fair value of financial instruments that are not reported at fair value. All other financial instruments that are reported at fair value have been included above in the tables with balances of assets and liabilities measured at fair value on a recurring basis.

	September 30, 2015
	Carrying		Fair Value
	Value		Level 1		Level 2		Level 3		Total
	(in millions)
Financial Assets
Mortgage loans, net	$	3,235	$	—	$	—	$	3,322	$	3,322
Policy loans	823		—		—		805		805
Other investments	455		—		413		37		450
Financial Liabilities
Policyholder account balances, future policy benefits and claims	$	11,730	$	—	$	—	$	12,705	$	12,705
Short-term borrowings	200		—		200		—		200
Other liabilities	89		—		—		86		86
Separate account liabilities	355		—		355		—		355

26

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

	December 31, 2014
	Carrying		Fair Value
	Value		Level 1		Level 2		Level 3		Total
	(in millions)
Financial Assets
Mortgage loans, net	$	3,298	$	—	$	—	$	3,413	$	3,413
Policy loans	805		—		—		793		793
Other investments	463		—		403		55		458
Financial Liabilities
Policyholder account balances, future policy benefits and claims	$	12,979	$	—	$	—	$	13,996	$	13,996
Short-term borrowings	200		—		200		—		200
Other liabilities	124		—		—		121		121
Separate account liabilities	400		—		400		—		400

Mortgage Loans, Net

The fair value of commercial mortgage loans, except those with significant credit deterioration, is determined by discounting contractual cash flows using discount rates that reflect current pricing for loans with similar remaining maturities, liquidity and characteristics including LTV ratio, occupancy rate, refinance risk, debt service coverage, location, and property condition. For commercial mortgage loans with significant credit deterioration, fair value is determined using the same adjustments as above with an additional adjustment for the Company’s estimate of the amount recoverable on the loan.

The fair value of residential mortgage loans is determined by discounting estimated cash flows and incorporating adjustments for prepayment, administration expenses, loss severity and credit loss estimates, with discount rates based on the Company’s estimate of current market conditions.

Given the significant unobservable inputs to the valuation of mortgage loans, these measurements are classified as Level 3.

Policy Loans

Policy loans represent loans made against the cash surrender value of the underlying life insurance or annuity product. These loans and the related interest are usually realized at death of the policyholder or contractholder or at surrender of the contract and are not transferable without the underlying insurance or annuity contract. The fair value of policy loans is determined by estimating expected cash flows discounted at rates based on the U.S. Treasury curve. Policy loans are classified as Level 3 as the discount rate used may be adjusted for the underlying performance of individual policies.

Other Investments

Other investments primarily consist of syndicated loans and an investment in FHLB. The fair value of syndicated loans is obtained from a third party pricing service or non-binding broker quotes. Syndicated loans that are priced using a market approach with observable inputs are classified as Level 2 and syndicated loans priced using a single non-binding broker quote are classified as Level 3. The fair value of the investment in FHLB is approximated by the carrying value and classified as Level 3 due to restrictions on transfer and lack of liquidity in the primary market for this asset.

Policyholder Account Balances, Future Policy Benefits and Claims

The fair value of fixed annuities in deferral status is determined by discounting cash flows using a risk neutral discount rate with adjustments for profit margin, expense margin, early policy surrender behavior, a margin for adverse deviation from estimated early policy surrender behavior and the Company’s nonperformance risk specific to these liabilities. The fair value of non-life contingent fixed annuities in payout status, EIA host contracts and the fixed portion of a small number of variable annuity contracts classified as investment contracts is determined in a similar manner. Given the use of significant unobservable inputs to these valuations, the measurements are classified as Level 3.

Short-term Borrowings

The fair value of short-term borrowings is obtained from a third party pricing service. A nonperformance adjustment is not included as collateral requirements for these borrowings minimize the nonperformance risk. The fair value of short-term borrowings is classified as Level 2.

27

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Other Liabilities

Other liabilities consist of future funding commitments to affordable housing partnerships. The fair value of these future funding commitments is determined by discounting cash flows. The fair value of these commitments includes an adjustment for the Company’s nonperformance risk and is classified as Level 3 due to the use of the significant unobservable input.

Separate Account Liabilities

Certain separate account liabilities are classified as investment contracts and are carried at an amount equal to the related separate account assets. The NAV of the related separate account assets represents the exit price for the separate account liabilities. Separate account liabilities are classified as Level 2 as they are traded in principal-to-principal markets with little publicly released pricing information. A nonperformance adjustment is not included as the related separate account assets act as collateral for these liabilities and minimize nonperformance risk.

11. Offsetting Assets and Liabilities

Certain financial instruments and derivative instruments are eligible for offset in the Consolidated Balance Sheets. The Company’s derivative instruments and repurchase agreements are subject to master netting arrangements and collateral arrangements and qualify for offset. A master netting arrangement with a counterparty creates a right of offset for amounts due to and from that same counterparty that is enforceable in the event of a default or bankruptcy. The Company’s policy is to recognize amounts subject to master netting arrangements on a gross basis in the Consolidated Balance Sheets.

The following tables present the gross and net information about the Company’s assets subject to master netting arrangements:

	September 30, 2015
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Assets Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets
							Financial Instruments (1)			Cash Collateral			Securities Collateral			Net Amount
	(in millions)
Derivatives:
OTC	$	3,384	$	—	$	3,384	$	(2,420	)	$	(473	)	$	(445	)	$	46
OTC cleared	505		—		505		(415		)	(89		)	—			1
Exchange-traded	108		—		108		(4		)	—			—			104
Total derivatives	$	3,997	$	—	$	3,997	$	(2,839	)	$	(562	)	$	(445	)	$	151

	December 31, 2014
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Assets Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets
							Financial Instruments (1)			Cash Collateral			Securities Collateral			Net Amount
	(in millions)
Derivatives:
OTC	$	3,612	$	—	$	3,612	$	(2,934	)	$	(228	)	$	(418	)	$	32
OTC cleared	304		—		304		(222		)	(82		)	—			—
Exchange-traded	61		—		61		—			—			—			61
Total derivatives	$	3,977	$	—	$	3,977	$	(3,156	)	$	(310	)	$	(418	)	$	93

⁽¹⁾  Represents the amount of assets that could be offset by liabilities with the same counterparty under master netting or similar arrangements that management elects not to offset on the Consolidated Balance Sheets.

28

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following tables present the gross and net information about the Company’s liabilities subject to master netting arrangements:

	September 30, 2015
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Liabilities Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets
							Financial Instruments (1)			Cash Collateral		Securities Collateral			Net Amount
	(in millions)
Derivatives:
OTC	$	2,761	$	—	$	2,761	$	(2,420	)	$	—	$	(324	)	$	17
OTC cleared	415		—		415		(415		)	—		—			—
Exchange-traded	16		—		16		(4		)	—		—			12
Total derivatives	3,192		—		3,192		(2,839		)	—		(324		)	29
Repurchase agreements	50		—		50		—			—		(50		)	—
Total	$	3,242	$	—	$	3,242	$	(2,839	)	$	—	$	(374	)	$	29

	December 31, 2014
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Liabilities Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets
							Financial Instruments (1)			Cash Collateral		Securities Collateral			Net Amount
	(in millions)
Derivatives:
OTC	$	3,589	$	—	$	3,589	$	(2,934	)	$	—	$	(655	)	$	—
OTC cleared	222		—		222		(222		)	—		—			—
Total derivatives	3,811		—		3,811		(3,156		)	—		(655		)	—
Repurchase agreements	50		—		50		—			—		(50		)	—
Total	$	3,861	$	—	$	3,861	$	(3,156	)	$	—	$	(705	)	$	—

⁽¹⁾  Represents the amount of liabilities that could be offset by assets with the same counterparty under master netting or similar arrangements that management elects not to offset on the Consolidated Balance Sheets.

In the tables above, the amounts of assets or liabilities presented in the Consolidated Balance Sheets are offset first by financial instruments that have the right of offset under master netting or similar arrangements, then any remaining amount is reduced by the amount of cash and securities collateral. The actual collateral may be greater than amounts presented in the tables.

When the fair value of collateral accepted by the Company is less than the amount due to the Company, there is a risk of loss if the counterparty fails to perform or provide additional collateral. To mitigate this risk, the Company monitors collateral values regularly and requires additional collateral when necessary. When the value of collateral pledged by the Company declines, it may be required to post additional collateral.

The Company’s freestanding derivative instruments are reflected in other assets and other liabilities. Repurchase agreements are reflected in short-term borrowings. See Note 12 for additional disclosures related to the Company’s derivative instruments and Note 9 for additional disclosures related to the Company’s repurchase agreements.

12. Derivatives and Hedging Activities

Derivative instruments enable the Company to manage its exposure to various market risks. The value of such instruments is derived from an underlying variable or multiple variables, including equity and interest rate indices or prices. The Company primarily enters into derivative agreements for risk management purposes related to the Company’s products and operations.

The Company’s freestanding derivatives are recorded at fair value and are reflected in other assets or other liabilities. The Company’s freestanding derivative instruments are all subject to master netting arrangements. The Company’s policy on the recognition of derivatives on the Consolidated Balance Sheets is to not offset fair value amounts recognized for derivatives and collateral arrangements executed with the same counterparty under the same master netting arrangement. See Note 11 for additional information regarding the estimated fair value of the Company’s freestanding derivatives after considering the effect of master netting arrangements and collateral.

29

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The Company currently uses derivatives as economic hedges and accounting hedges. The following table presents the balance sheet location and the gross fair value of derivative instruments, including embedded derivatives:

		Assets					Liabilities
Derivatives not designated as hedging instruments	Balance Sheet Location	September 30, 2015		December 31, 2014		Balance Sheet Location	September 30, 2015		December 31, 2014
		(in millions)					(in millions)
GMWB and GMAB
Interest rate contracts	Other assets	$	2,238	$	1,955	Other liabilities	$	1,168	$	1,136
Equity contracts	Other assets	1,706		1,954		Other liabilities	1,998		2,650
Credit contracts	Other assets	—		—		Other liabilities	5		—
Foreign exchange contracts	Other assets	40		29		Other liabilities	6		2
Embedded derivatives (1)	N/A	—		—		Policyholder account balances, future policy benefits and claims (2)	1,107		479
Total GMWB and GMAB		3,984		3,938			4,284		4,267
Other derivatives:
Equity
EIA embedded derivatives	N/A	—		—		Policyholder account balances, future policy benefits and claims	5		6
IUL	Other assets	12		39		Other liabilities	2		12
IUL embedded derivatives	N/A	—		—		Policyholder account balances, future policy benefits and claims	317		242
Other
Macro hedge program	Other assets	1		—		Other liabilities	13		11
Total other derivatives		13		39			337		271
Total derivatives		$	3,997	$	3,977		$	4,621	$	4,538

N/A Not applicable.

⁽¹⁾  The fair values of GMWB and GMAB embedded derivatives fluctuate based on changes in equity, interest rate and credit markets.

⁽²⁾  The fair value of the GMWB and GMAB embedded derivatives at September 30, 2015 included $1.2 billion of individual contracts in a liability position and $112 million of individual contracts in an asset position. The fair value of the GMWB and GMAB embedded derivatives at December 31, 2014 included $700 million of individual contracts in a liability position and $221 million of individual contracts in an asset position.

See Note 10 for additional information regarding the Company’s fair value measurement of derivative instruments.

30

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following table presents a summary of the impact of derivatives not designated as hedging instruments on the Consolidated Statements of Income:

		Amount of Gain (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Three Months Ended September 30,						Nine Months Ended   September 30,
		2015			2014			2015			2014
		(in millions)
GMWB and GMAB
Interest rate contracts	Benefits, claims, losses and settlement expenses	$	536		$	100		$	360		$	609
Equity contracts	Benefits, claims, losses and settlement expenses	328			143			69			(244		)
Credit contracts	Benefits, claims, losses and settlement expenses	(10		)	(1		)	(5		)	(23		)
Foreign exchange contracts	Benefits, claims, losses and settlement expenses	6			(13		)	(2		)	(14		)
Embedded derivatives (1)	Benefits, claims, losses and settlement expenses	(872		)	(270		)	(628		)	(498		)
Total GMWB and GMAB		(12		)	(41		)	(206		)	(170		)
Other derivatives:
Interest rate
Tax hedge	Net investment income	—			—			—			3
Equity
EIA	Interest credited to fixed accounts	(1		)	—			(1		)	1
EIA embedded derivatives	Interest credited to fixed accounts	1			—			1			(1		)
IUL	Interest credited to fixed accounts	(15		)	2			(16		)	13
IUL embedded derivatives	Interest credited to fixed accounts	6			2			1			(9		)
Other
Macro hedge program	Benefits, claims, losses and settlement expenses	(13		)	(1		)	(13		)	2
Total other derivatives		(22		)	3			(28		)	9
Total derivatives		$	(34	)	$	(38	)	$	(234	)	$	(161	)

⁽¹⁾  The fair values of GMWB and GMAB embedded derivatives fluctuate based on changes in equity, interest rate and credit markets.

The Company holds derivative instruments that either do not qualify or are not designated for hedge accounting treatment. These derivative instruments are used as economic hedges of equity, interest rate, credit and foreign currency exchange rate risk related to various products and transactions of the Company.

Certain annuity contracts contain GMWB or GMAB provisions, which guarantee the right to make limited partial withdrawals each contract year regardless of the volatility inherent in the underlying investments or guarantee a minimum accumulation value of consideration received at the beginning of the contract period, after a specified holding period, respectively. The Company economically hedges the exposure related to non-life contingent GMWB and GMAB provisions primarily using various futures, options, interest rate swaptions, interest rate swaps, total return swaps and variance swaps. At September 30, 2015 and December 31, 2014, the gross notional amount of derivative contracts for the Company’s GMWB and GMAB provisions was $134.1 billion and $132.0 billion, respectively.

The deferred premium associated with certain of the above options is paid or received semi-annually over the life of the option contract or at maturity. The following is a summary of the payments the Company is scheduled to make and receive for these options:

	Premiums Payable		Premiums Receivable
	(in millions)
2015 (1)	$	107	$	28
2016	327		75
2017	266		75
2018	208		124
2019	255		101
2020-2026	652		223
Total	$	1,815	$	626

⁽¹⁾  2015 amounts represent the amounts payable and receivable for the period from October 1, 2015 to December 31, 2015.

31

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Actual timing and payment amounts may differ due to future contract settlements, modifications or exercises of options prior to the full premium being paid or received.

The Company has a macro hedge program to provide protection against the statutory tail scenario risk arising from variable annuity reserves on its statutory surplus and to cover some of the residual risks not covered by other hedging activities. As a means of economically hedging these risks, the Company uses a combination of options, interest rate swaptions and/or swaps. Certain of the macro hedge derivatives used contain settlement provisions linked to both equity returns and interest rates; the remaining are interest rate contracts or equity contracts. The gross notional amount of these derivative contracts was $2.9 billion and $1.2 billion at September 30, 2015 and December 31, 2014, respectively.

EIA and IUL products have returns tied to the performance of equity markets. As a result of fluctuations in equity markets, the obligation incurred by the Company related to EIA and IUL products will positively or negatively impact earnings over the life of these products. As a means of economically hedging its obligations under the provisions of these products, the Company enters into index options and futures contracts. The gross notional amount of these derivative contracts was $1.3 billion and $953 million at September 30, 2015 and December 31, 2014, respectively.

Embedded Derivatives

Certain annuities contain GMAB and non-life contingent GMWB provisions, which are considered embedded derivatives. In addition, the equity component of the EIA and IUL product obligations are also considered embedded derivatives. These embedded derivatives are bifurcated from their host contracts for valuation purposes and reported on the Consolidated Balance Sheets at fair value with changes in fair value reported in earnings. As discussed above, the Company uses derivatives to mitigate the financial statement impact of these embedded derivatives.

Cash Flow Hedges

The Company has amounts classified in AOCI related to gains and losses associated with the effective portion of previously designated cash flow hedges. The Company reclassifies these amounts into income as the forecasted transactions impact earnings. During the nine months ended September 30, 2015, the Company held no derivatives that were designated as cash flow hedges.

At September 30, 2015, the Company expects to reclassify $6 million of deferred loss on derivative instruments from AOCI to earnings during the next 12 months that will be recorded in net investment income. These were originally losses on derivative instruments related to interest rate swaptions. During the nine months ended September 30, 2015 and 2014, no hedge relationships were discontinued due to forecasted transactions no longer being expected to occur according to the original hedge strategy. For the nine months ended September 30, 2015 and 2014, amounts recognized in earnings on derivative transactions that were ineffective were not material.

The following table presents a rollforward of unrealized derivative losses related to cash flow hedges included in AOCI:

	2015			2014
	(in millions)
Net unrealized derivative losses at January 1	$	(12	)	$	(17	)
Reclassification of realized losses (1)	4			5
Income tax provision	(1		)	(2		)
Net unrealized derivative losses at September 30	$	(9	)	$	(14	)

⁽¹⁾  Loss reclassified from AOCI to net investment income on the Consolidated Statements of Income.

Currently, the longest period of time over which the Company is hedging exposure to the variability in future cash flows is three years and relates to interest credited on forecasted fixed premium product sales.

Credit Risk

Credit risk associated with the Company’s derivatives is the risk that a derivative counterparty will not perform in accordance with the terms of the applicable derivative contract. To mitigate such risk, the Company has established guidelines and oversight of credit risk through a comprehensive enterprise risk management program that includes members of senior management. Key components of this program are to require preapproval of counterparties and the use of master netting arrangements and collateral arrangements whenever practical. See Note 11 for additional information on the Company’s credit exposure related to derivative assets.

Certain of the Company’s derivative contracts contain provisions that adjust the level of collateral the Company is required to post based on the Company’s financial strength rating (or based on the debt rating of the Company’s parent, Ameriprise Financial). Additionally, certain of the Company’s derivative contracts contain provisions that allow the counterparty to

32

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

terminate the contract if the Company does not maintain a specific financial strength rating or Ameriprise Financial’s debt does not maintain a specific credit rating (generally an investment grade rating). If these termination provisions were to be triggered, the Company’s counterparty could require immediate settlement of any net liability position. At September 30, 2015 and December 31, 2014, the aggregate fair value of derivative contracts in a net liability position containing such credit contingent provisions was $269 million and $367 million, respectively. The aggregate fair value of assets posted as collateral for such instruments as of September 30, 2015 and December 31, 2014 was $254 million and $367 million, respectively. If the credit contingent provisions of derivative contracts in a net liability position at September 30, 2015 and December 31, 2014 were triggered, the aggregate fair value of additional assets that would be required to be posted as collateral or needed to settle the instruments immediately would have been $15 million and nil, respectively.

13. Shareholder’s Equity

The following table provides information related to amounts reclassified from AOCI:

		Three Months Ended September 30,						Nine Months Ended   September 30,
AOCI Reclassification	Location of (Gain) Loss Recognized in Income	2015			2014			2015			2014
		(in millions)
Net unrealized (gains) losses on Available-for-Sale securities	Net realized investment gains (losses)	$	10		$	(10	)	$	(7	)	$	(15	)
Tax (benefit) expense	Income tax provision	(4		)	4			2			6
Net of tax		$	6		$	(6	)	$	(5	)	$	(9	)
Losses on cash flow hedges:
Swaptions	Net investment income	$	1		$	2		$	4		$	5
Tax benefit	Income tax provision	—			(1		)	(1		)	(2		)
Net of tax		$	1		$	1		$	3		$	3

See Note 4 for additional information related to the impact of DAC, DSIC, unearned revenue, benefit reserves and reinsurance recoverable on net unrealized securities gains/losses included in AOCI. See Note 12 for additional information regarding the Company’s cash flow hedges. 

14. Income Taxes

The Company’s effective tax rate was 15.2% and 14.5% for the three months ended September 30, 2015 and 2014, respectively. The Company’s effective tax rate was 17.2% and 14.0% for the nine months ended September 30, 2015 and 2014, respectively. The effective tax rates are lower than the statutory rate as a result of tax preferred items including the dividends received deduction and low income housing tax credits. The increase in the effective tax rate for the nine months ended September 30, 2015 compared to the prior year period was primarily the result of an $18 million benefit in the first quarter of 2014 related to the completion of an Internal Revenue Service (“IRS”) audit.

Included in the Company’s deferred income tax assets are tax benefits related to state net operating losses of $7 million which will expire beginning December 31, 2015.

The Company is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. Included in deferred tax assets is a significant deferred tax asset relating to capital losses that have been recognized for financial statement purposes but not yet for tax return purposes as well as future deductible capital losses realized for tax return purposes. Under current U.S. federal income tax law, capital losses generally must be used against capital gain income within five years of the year in which the capital losses are recognized for tax purposes. Significant judgment is required in determining if a valuation allowance should be established, and the amount of such allowance if required. Factors used in making this determination include estimates relating to the performance of the business. Consideration is given to, among other things in making this determination, (i) future taxable income exclusive of reversing temporary differences and carryforwards, (ii) future reversals of existing taxable temporary differences, (iii) taxable income in prior carryback years, and (iv) tax planning strategies. Based on analysis of the Company’s tax position, management believes it is more likely than not that the results of future operations and implementation of tax planning strategies will not allow the Company to realize certain state deferred tax assets and state net operating losses. The valuation allowance for state deferred tax assets and state net operating losses was $8 million at both September 30, 2015 and December 31, 2014.

33

RIVERSOURCELIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

As of September 30, 2015 and December 31, 2014, the Company had $163 million and $160 million, respectively, of gross unrecognized tax benefits. If recognized, approximately $9 million and $7 million, net of federal tax benefits, of unrecognized tax benefits at September 30, 2015 and December 31, 2014, respectively, would affect the effective tax rate.

It is reasonably possible that the total amounts of unrecognized tax benefits will change in the next 12 months. Based on the current audit position of the Company, it is estimated that the total amount of gross unrecognized tax benefits may decrease by $130 million to $140 million in the next 12 months due to resolution of IRS examinations.

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of the income tax provision. The Company recognized a net increase of $1 million in interest and penalties for both the three months ended September 30, 2015 and 2014. The Company recognized a net increase of $2 million and $3 million in interest and penalties for the nine months ended September 30, 2015 and 2014, respectively. At September 30, 2015 and December 31, 2014, the Company had a payable of $42 million and $40 million, respectively, related to accrued interest and penalties.

The Company or one or more of its subsidiaries files income tax returns as part of its inclusion in the consolidated federal income tax returns of Ameriprise Financial in the U.S. federal jurisdiction and various state jurisdictions. The IRS has completed its field examination of the 1997 through 2011 tax returns. However, for federal income tax purposes, these years, except for 2007, continue to remain open as a consequence of certain unagreed-upon issues. The IRS is currently auditing the Company’s U.S. income tax returns for 2012 and 2013. The Company’s or certain of its subsidiaries’ state income tax returns are currently under examination by various jurisdictions for years ranging from 1997 through 2012 and remain open for all years after 2012.

15. Guarantees and Contingencies

Guarantees

The Company is required by law to be a member of the guaranty fund association in every state where it is licensed to do business. In the event of insolvency of one or more unaffiliated insurance companies, the Company could be adversely affected by the requirement to pay assessments to the guaranty fund associations.

The Company projects its cost of future guaranty fund assessments based on estimates of insurance company insolvencies provided by the National Organization of Life and Health Insurance Guaranty Associations (“NOLHGA”) and the amount of its premiums written relative to the industry-wide premium in each state. The Company accrues the estimated cost of future guaranty fund assessments when it is considered probable that an assessment will be imposed, the event obligating the Company to pay the assessment has occurred and the amount of the assessment can be reasonably estimated.

The Company has a liability for estimated guaranty fund assessments and a related premium tax asset. At both September 30, 2015 and December 31, 2014, the estimated liability was $14 million and the related premium tax asset was $12 million. The expected period over which guaranty fund assessments will be made and the related tax credits recovered is not known.

Contingencies

Insurance companies have been the subject of increasing regulatory, legislative and judicial scrutiny. Numerous state and federal regulatory agencies have commenced examinations and other inquiries of insurance companies regarding sales and marketing practices (including sales to older consumers and disclosure practices), claims handling, and unclaimed property and escheatment practices and procedures. With regard to an industry-wide investigation of unclaimed property and escheatment practices and procedures, the Company is responding to regulatory audits, market conduct examinations and other inquiries (including a multistate insurance department examination and a market conduct examination by the State of Minnesota). The Company has cooperated and will continue to cooperate with the applicable regulators.

The Company is involved in the normal course of business in a number of other legal and arbitration proceedings concerning matters arising in connection with the conduct of its business activities. The Company believes that it is not a party to, nor are any of its properties the subject of, any pending legal, arbitration or regulatory investigation, examination or proceeding that is likely to have a material adverse effect on its consolidated financial condition, results of operations or liquidity.

Notwithstanding the foregoing, it is possible that the outcome of any current or future legal, arbitration or regulatory proceeding could have a material impact on results of operations in any particular reporting period as the proceedings are resolved.

Uncertain economic conditions, heightened and sustained volatility in the financial markets and significant financial reform legislation may increase the likelihood that clients and other persons or regulators may present or threaten legal claims or that regulators increase the scope or frequency of examinations of the Company or the insurance industry generally.

34

RIVERSOURCE LIFE INSURANCE COMPANY

ITEM 2. MANAGEMENT’S NARRATIVE ANALYSIS

The following narrative analysis of RiverSource Life Insurance Company’s consolidated financial condition and results of operations should be read in conjunction with the “Forward-Looking Statements” that follow and RiverSource Life Insurance Company’s Consolidated Financial Statements and Notes presented in Item 1. RiverSource Life Insurance Company and its subsidiaries are referred to collectively in this Form 10-Q as the “Company”. The Company’s narrative analysis should be read in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2015 (“2014 10-K”), as well as any current reports on Form 8-K and other publicly available information.

The Company follows U.S. generally accepted accounting principles (“GAAP”), and the following discussion is presented on a consolidated basis consistent with GAAP.

Management’s narrative analysis of the results of operations is presented in lieu of management’s discussion and analysis of financial condition and results of operations, pursuant to General Instructions H(2)(a) of Form 10-Q.

Overview

RiverSource Life Insurance Company is a stock life insurance company with one wholly owned stock life insurance company subsidiary, RiverSource Life Insurance Co. of New York (“RiverSource Life of NY”). RiverSource Life Insurance Company is a wholly owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise Financial”). 

• RiverSource Life Insurance Company is domiciled in Minnesota and holds Certificates of Authority in American Samoa, the District of Columbia and all states except New York. RiverSource Life Insurance Company issues insurance and annuity products.

• RiverSource Life of NY is domiciled and holds a Certificate of Authority in New York. RiverSource Life of NY issues insurance and annuity products.

RiverSource Life Insurance Company also wholly owns RiverSource Tax Advantaged Investments, Inc. (“RTA”). RTA is a stock company domiciled in Delaware and is a limited partner in affordable housing partnership investments.

Critical Accounting Policies

The accounting and reporting policies that the Company uses affect its Consolidated Financial Statements. Certain of the Company’s accounting and reporting policies are critical to an understanding of the Company’s financial condition and results of operations. In some cases, the application of these policies can be significantly affected by the estimates, judgments and assumptions made by management during the preparation of the Consolidated Financial Statements. These accounting policies are discussed in detail in “Management’s Narrative Analysis — Critical Accounting Policies” in the Company’s 2014 10-K.

Recent Accounting Pronouncements

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

35

RIVERSOURCE LIFE INSURANCE COMPANY

Consolidated Results of Operations for theNine Months EndedSeptember 30, 2015 and 2014

The following table presents the Company’s consolidated results of operations:

	Nine Months Ended   September 30,
	2015		2014		Change
	(in millions, except percentages)
Revenues
Premiums	$	300	$	319	$	(19	)	(6	)%
Net investment income	904		975		(71		)	(7	)
Policy and contract charges	1,405		1,357		48			4
Other revenues	320		292		28			10
Net realized investment gains (losses)	5		12		(7		)	(58	)
Total revenues	2,934		2,955		(21		)	(1	)
Benefits and expenses
Benefits, claims, losses and settlement expenses	817		750		67			9
Interest credited to fixed accounts	503		529		(26		)	(5	)
Amortization of deferred acquisition costs	241		226		15			7
Other insurance and operating expenses	539		560		(21		)	(4	)
Total benefits and expenses	2,100		2,065		35			2
Pretax income	834		890		(56		)	(6	)
Income tax provision	144		125		19			15
Net income	$	690	$	765	$	(75	)	(10	)%

NM  Not Meaningful.

Overview

In the third quarter of the year, management conducts its annual review of insurance and annuity valuation assumptions, relative to current experience and management expectations. To the extent that expectations change as a result of this review, management updates valuation assumptions and the impact is reflected as part of its annual review of insurance and annuity valuation assumptions and modeling changes (“unlocking”). The favorable unlocking impact in the third quarter of 2015 primarily reflected the impact of improved policyholder behavior, an update to market-related inputs related to the living benefit valuation and model changes that more than offset the difference between the Company's previously assumed interest rates versus the continued low interest rate environment. In addition, the annual review of the Company's closed long term care (“LTC”) business resulted in no loss recognition as better-than-expected premium increases offset higher morbidity and lower interest rates. The unfavorable unlocking impact in the prior year period primarily reflected assumed interest rates partially offset by a benefit from updating the Company's variable annuity living benefit withdrawal utilization assumption.

The following table presents the total pretax impacts on the Company’s revenues and expenses attributable to unlocking for the nine months ended September 30:

Pretax Increase (Decrease)	2015			2014
	(in millions)
Premiums	$	(3	)	$	—
Policy and contract charges	8			(29		)
Total revenues	5			(29		)
Benefits, claims, losses and settlement expenses	(58		)	6
Amortization of deferred acquisition costs	15			8
Total benefits and expenses	(43		)	14
Total (1)	$	48		$	(43	)

(1) Includes a $6 million net benefit related to the market impact on variable annuity guaranteed benefits and indexed universal life benefits for the nine months ended September 30, 2015.

Net income decreased $75 million or 10% to $690 million for the nine months ended September 30, 2015 compared to $765 million for the prior year period. Pretax income decreased $56 million or 6% to $834 million for the nine months ended September 30, 2015 compared to $890 million for the prior year period primarily reflecting the market impact on variable

36

RIVERSOURCE LIFE INSURANCE COMPANY

annuity guaranteed benefits (net of hedges and the related deferred acquisition costs (“DAC”) and deferred sales inducement costs (“DSIC”) amortization), a $40 million benefit in the prior year period from policyholder movement of investments in Portfolio Navigator (traditional asset allocation) funds under certain in force variable annuities with living benefit guarantees to the Portfolio Stabilizer (managed volatility) funds compared to a $6 million benefit for the current period, higher life insurance claims, the impact on DAC and DSIC from actual versus expected market performance partially offset by the favorable impact of unlocking and market appreciation.

The market impact on variable annuity guaranteed benefits (net of hedges and the related DSIC and DAC amortization) was an expense of $83 million for the nine months ended September 30, 2015 compared to an expense of $51 million for the prior year period. The impact on DAC and DSIC from actual versus expected market performance based on the Company’s view of bond and equity performance was an expense of $25 million for the nine months ended September 30, 2015 reflecting unfavorable equity market returns compared to a benefit of $18 million for the prior year period reflecting favorable equity market returns and bond fund returns.

The Company’s variable annuity account balances decreased 4% to $72.8 billion at September 30, 2015 compared to the prior year period due to net outflows of $1.4 billion, partially offset by market appreciation.

The Company’s fixed annuity account balances declined 12% to $10.9 billion at September 30, 2015 compared to the prior year period reflecting limited new sales from low interest rates and higher lapse rates related to the re-pricing of the five-year guarantee block during 2014, a portion of which came out of its surrender charge period during the first nine months of 2015. The change in crediting rates decreased the level of spread compression in both periods.

During the first quarter of 2015, the Company conducted a review of its LTC reserve for unpaid amounts on reported claims based on additional information it received from Genworth Financial, Inc., which reinsures 50% of the Company’s LTC business and administers all of its claims. Based on this information, along with a review of the discount rate, management’s best estimate for LTC claims reserves resulted in a net $32 million increase during the first quarter of 2015. The most significant drivers of the reserve increase were updates to the benefit utilization rates and claims termination rates, partially offset by a $15 million benefit from a higher discount rate. During the second quarter of 2015, the Company completed its review which resulted in a favorable reserve release. Based on the analysis, the Company concluded that the actual claims utilization and termination experience was more favorable than the initial assumptions provided by the reinsurer, and as a result, released $18 million of the net $32 million reserve. The Company also increased the discount rate for its disability income (“DI”) reserve for unpaid amounts on reported claims, which resulted in a $7 million reserve decrease during the first quarter of 2015. The current discount rates are based on the average interest rates earned on assets supporting the liability and were 6.25% and 5.0% for LTC and DI, respectively, at September 30, 2015.

Revenues

Premiums decreased $19 million or 6% to $300 million for the nine months ended September 30, 2015 compared to $319 million for the prior year period primarily reflecting the impacts from a life reinsurance premium correction and model change as well as a slight decrease in premiums across product lines.

Net investment income decreased $71 million or 7% to $904 million for the nine months ended September 30, 2015 compared to $975 million for the prior year period reflecting a decrease in investment income on fixed maturities primarily due to lower invested assets and continued low interest rates.

Policy and contract charges increased $48 million or 4% for the nine months ended September 30, 2015 compared to the prior year period. Policy and contract charges for the nine months ended September 30, 2015 included an $8 million favorable impact from unlocking compared to a $29 million negative impact in the prior year period. The primary driver of the unlocking impact to policy and contract charges for the nine months ended September 30, 2015 was a positive impact from model updates related to the indexed universal life product partially offset by a negative impact from lower projected gains on reinsurance contracts resulting from favorable mortality experience. The primary driver of the unlocking impact to policy and contract charges for the prior year period was lower projected gains on reinsurance contracts resulting from favorable mortality experience. Policy and contract charges also increased for the nine months ended September 30, 2015 due to higher fees from variable annuity guarantee sales in the prior year where the fees start on the first anniversary date partially offset by a $9 million decrease related to a life reinsurance premium correction.

Other revenues increased $28 million or 10% to $320 million for the nine months ended September 30, 2015 compared to $292 million for the prior year period reflecting higher marketing support due to higher average separate account balances as a result of positive market performance and a $7 million gain on the sale of a building.

Net realized investment gains were $5 million for the nine months ended September 30, 2015 compared to net realized investment gains of $12 million for the prior year period. For the nine months ended September 30, 2015, net realized gains of $14 million on Available-for-Sale securities due to sales, calls and tenders were partially offset by other-than-temporary impairments recognized in earnings of $7 million which primarily related to credit losses on corporate debt securities. For the

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RIVERSOURCE LIFE INSURANCE COMPANY

nine months ended September 30, 2014, net realized gains of $20 million on Available-for-Sale securities due to sales, calls and tenders were partially offset by other-than-temporary impairments recognized in earnings of $5 million which primarily related to credit losses on non-agency residential mortgage backed securities and corporate debt securities. For the nine months ended September 30, 2015 and 2014, there was an increase in the provision for loan losses on syndicated loans of $1 million and $2 million, respectively.

Benefits and Expenses

Total benefits and expenses increased $35 million or 2% for the nine months ended September 30, 2015 compared to the prior year period primarily due to an increase in benefits, claims, losses and settlement expenses partially offset by a decrease in interest credited to fixed accounts.

Benefits, claims, losses and settlement expenses increased $67 million or 9% to $817 million for the nine months ended September 30, 2015 compared to $750 million for the prior year period primarily reflecting the following items:

• The nine months ended September 30, 2015 included a $58 million benefit from unlocking compared to a $6 million expense in the prior year period. The unlocking impact for the nine months ended September 30, 2015 primarily reflected an update to market-related inputs related to the living benefit valuation and a benefit from model changes that more than offset the difference between the Company's previously assumed interest rates versus the continued low interest rate environment. The unlocking impact for the prior year period reflected assumed interest rates partially offset by a benefit from updating the Company's variable annuity living benefit withdrawal utilization assumption.

• A $13 million increase in expense related to higher reserve funding driven by the impact of higher fees from variable annuity guarantee sales in the prior year where the fees start on the first anniversary date.

• An increase in expenses compared to the prior year period due to a $48 million benefit for the nine months ended September 30, 2014 from policyholder movement of investments in Portfolio Navigator funds under certain in force variable annuities with living benefit guarantees to the Portfolio Stabilizer funds, compared to a $7 million benefit for the nine months ended September 30, 2015.

• A $20 million increase in life insurance claims compared to the prior year period.

• A $9 million increase in expense compared to the prior year period due to the impact on DSIC from actual versus expected market performance based on the Company's view of bond and equity performance. This impact was an expense of $5 million for the nine months ended September 30, 2015 reflecting unfavorable equity market returns compared to a benefit of $4 million for the prior year period reflecting favorable equity market returns and bond fund returns.

• An $88 million decrease in expense compared to the prior year period from the unhedged nonperformance credit spread risk adjustment on variable annuity guaranteed benefits. As the embedded derivative liability on which the nonperformance credit spread is applied increases (decreases), the impact of the nonperformance credit spread is favorable (unfavorable) to expense. The favorable impact of the nonperformance credit spread was $166 million for the nine months ended September 30, 2015 compared to a favorable impact of $78 million for the prior year period.

• A $120 million increase in expense from other market impacts on variable annuity guaranteed benefits, net of hedges in place to offset those risks and the related DSIC amortization. This increase was the result of an unfavorable $197 million change in the market impact on variable annuity guaranteed living benefits reserves, a favorable $80 million change in the market impact on derivatives hedging the variable annuity guaranteed benefits and an unfavorable $3 million DSIC offset. The main market drivers contributing to these changes are summarized below:

• Interest rate impact on the variable annuity guaranteed living benefits liability net of the impact of the corresponding hedge assets resulted in higher expense in the nine months ended September 30, 2015 compared to the prior year period.

• Equity markets generally decreased in the nine months ended September 30, 2015 resulting in an unfavorable change in the variable annuity guaranteed living benefits liability net of the impact on the corresponding hedge assets whereas equity markets generally increased in the prior year period resulting in a favorable change.

• Other unhedged items, including the difference between the assumed and actual underlying separate account investment performance, fixed income credit exposures, transaction costs and various behavioral items, were a net unfavorable impact compared to the prior year period.

Interest credited to fixed accounts decreased $26 million or 5% to $503 million for the nine months ended September 30, 2015 compared to $529 million for the prior year period primarily due to lower average fixed annuity account balances partially offset by the market impact on indexed universal life benefits, net of hedges, which was an expense of $5 million for the nine months ended September 30, 2015 and a benefit of $8 million for the prior year period. Average fixed annuity account balances decreased $1.3 billion or 10% to $11.5 billion for the nine months ended September 30, 2015 compared to the prior year period due to net outflows reflecting higher lapse rates and limited new sales due to low interest rates.

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RIVERSOURCE LIFE INSURANCE COMPANY

Amortization of DAC increased $15 million or 7% to $241 million for the nine months ended September 30, 2015 compared to $226 million for the prior year period. The impact on DAC from actual versus expected market performance based on the Company's view of bond and equity performance was an expense of $20 million for the nine months ended September 30, 2015 reflecting unfavorable equity market returns compared to a benefit of $14 million for the prior year period reflecting favorable equity market returns and bond fund returns. Amortization of DAC for the nine months ended September 30, 2015 included a favorable impact compared to the prior year period from higher than expected persistency on variable annuity business and lower expected amortization on fixed annuities due to the decline in the size of the block.

Income Taxes

The Company’s effective tax rate was 17.2% for the nine months ended September 30, 2015, compared to 14.0% for the nine months ended September 30, 2014. The effective tax rates are lower than the statutory rate as a result of tax preferred items including the dividends received deduction and low income housing tax credits. The increase in the effective tax rate for the nine months ended September 30, 2015 compared to the prior year period was the result of an $18 million benefit in the first quarter of 2014 related to the completion of an Internal Revenue Service (“IRS”) audit.

Market Risk

The Company’s primary market risk exposures are interest rate, equity price and credit risk. Equity price and interest rate fluctuations can have a significant impact on the Company’s results of operations, primarily due to the effects on asset-based fees and expenses, the “spread” income generated on its fixed annuities, fixed insurance and fixed portion of its variable annuities and variable insurance contracts, the value of DAC and DSIC assets, the value of liabilities for guaranteed benefits associated with its variable annuities and the value of derivatives held to hedge these benefits.

The Company’s earnings from fixed annuities, fixed insurance, and the fixed portion of variable annuities and variable insurance contracts are based upon the spread between rates earned on assets held and the rates at which interest is credited to accounts. The Company primarily invests in fixed rate securities to fund the rate credited to clients. The Company guarantees an interest rate to the holders of these products. Investment assets and client liabilities generally differ as it relates to basis, repricing or maturity characteristics. Rates credited to clients’ accounts generally reset at shorter intervals than the yield on the underlying investments. Therefore, in an increasing interest rate environment, higher interest rates may be reflected in crediting rates to clients sooner than in rates earned on invested assets, which could result in a reduced spread between the two rates, reduced earned income and a negative impact on pretax income. However, the current low interest rate environment is resulting in interest rates below the level of some of the Company’s liability guaranteed minimum interest rates (“GMIRs”). Hence, a modest rise in interest rates would not necessarily result in changes to all the liability credited rates while projected asset purchases would capture the full increase in interest rates. This dynamic would result in widening spreads under a modestly rising rate scenario given the current relationship between the current level of interest rates and the underlying GMIRs on the business.

As a result of the low interest rate environment, the Company’s current reinvestment yields are generally lower than the current portfolio yield. The Company expects its portfolio income yields to continue to decline in future periods if interest rates remain low. The carrying value and weighted average yield of non-structured fixed maturity securities and commercial mortgage loans that may generate proceeds to reinvest through June 30, 2017 due to prepayment, maturity or call activity at the option of the issuer, excluding securities with a make-whole provision, was $2.1 billion and 4.7%, respectively, as of September 30, 2015. In addition, residential mortgage-backed securities, which are subject to prepayment risk as a result of the low interest rate environment, totaled $3.2 billion and had a weighted average yield of 3.7% as of September 30, 2015. While these amounts represent investments that could be subject to reinvestment risk, it is also possible that these investments will be used to fund liabilities or may not be prepaid and will remain invested at their current yields. In addition to the interest rate environment, the mix of benefit payments versus product sales as well as the timing and volumes associated with such mix may impact the Company’s investment yield. Furthermore, reinvestment activities and the associated investment yield may also be impacted by corporate strategies implemented at management’s discretion. The average yield for investment purchases during the nine months ended September 30, 2015 was approximately 3.7%.

The reinvestment of proceeds from maturities, calls and prepayments at rates below the current portfolio yield, which may be below the level of some liability guaranteed minimum interest rates, will have a negative impact to future operating results. To mitigate the unfavorable impact that the low interest rate environment has on the Company’s spread income, it assesses reinvestment risk in its investment portfolio and monitors this risk in accordance with its asset/liability management framework. In addition, the Company may reduce the crediting rates on its fixed products when warranted, subject to guaranteed minimums. In 2014, the Company completed the process of setting lower renewal interest rates for a portion of its fixed annuities that were above the guaranteed minimum interest rates, which helped relieve some of the spread compression caused by low rates.

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RIVERSOURCE LIFE INSURANCE COMPANY

The following table presents the account values of fixed annuities, fixed insurance, and the fixed portion of variable annuities and variable insurance contracts by range of guaranteed minimum crediting rates and the range of the difference between rates credited to policyholders and contractholders as of September 30, 2015 and the respective guaranteed minimums, as well as the percentage of account values subject to rate reset in the time period indicated. Rates are reset at the Company’s discretion, subject to guaranteed minimums.

	Account Values with Crediting Rates
	At Guaranteed Minimum			1-49 bps above Guaranteed Minimum			50-99 bps above Guaranteed Minimum			100-150 bps above Guaranteed Minimum			Greater Than 150 bps above Guaranteed Minimum			Total
Range of Guaranteed Minimum Crediting Rates	(in billions, except percentages)
1% - 1.99%	$	2.5		$	0.2		$	0.4		$	0.1		$	0.1		$	3.3
2% - 2.99%	0.5			—			—			—			—			0.5
3% - 3.99%	9.1			—			—			—			—			9.1
4% - 5.00%	5.5			—			—			—			—			5.5
Total	$	17.6		$	0.2		$	0.4		$	0.1		$	0.1		$	18.4
Percentage of Account Values That Reset In:
Next 12 months (1)	100		%	53		%	38		%	43		%	100		%	96		%
> 12 months to 24 months (2)	—			29			19			9			—			1
> 24 months (2)	—			18			43			48			—			3
Total	100		%	100		%	100		%	100		%	100		%	100		%

⁽¹⁾   Includes contracts with annual discretionary crediting rate resets and contracts with twelve or less months until the crediting rate becomes discretionary on an annual basis.

⁽²⁾   Includes contracts with more than twelve months remaining until the crediting rate becomes an annual discretionary rate.

In addition to the fixed rate exposures noted above, the Company also has the following variable annuity guarantee benefits: guaranteed minimum withdrawal benefits (“GMWB”), guaranteed minimum accumulation benefits (“GMAB”), guaranteed minimum death benefits (“GMDB”) and guaranteed minimum income benefits (“GMIB”). Each of these guaranteed benefits guarantees payouts to the annuity holder under certain specific conditions regardless of the performance of the underlying invested assets.

The variable annuity guarantees continue to be managed by utilizing a hedging program which attempts to match the sensitivity of the assets with the sensitivity of the liabilities. This approach works with the premise that matched sensitivities will produce a highly effective hedging result. The Company’s comprehensive hedging program focuses mainly on first order sensitivities of assets and liabilities: Equity Market Level (Delta), Interest Rate Level (Rho) and Volatility (Vega). Additionally, various second order sensitivities are managed. The Company uses various index options across the term structure, interest rate swaps and swaptions, total return swaps and futures to manage the risk exposures. The exposures are measured and monitored daily and adjustments to the hedge portfolio are made as necessary.

The Company has a macro hedge program to provide protection against the statutory tail scenario risk arising from variable annuity reserves on its statutory surplus and to cover some of the residual risks not covered by other hedging activities. The Company assesses this residual risk under a range of scenarios in creating and executing the macro hedge program. As a means of economically hedging these risks, the Company uses a combination of options and/or swaps. Certain of the macro hedge derivatives used contain settlement provisions linked to both equity returns and interest rates; the remaining are interest rate contracts or equity contracts. The macro hedge program could result in additional earnings volatility as changes in the value of the macro hedge derivatives, which are designed to reduce statutory capital volatility, may not be closely aligned to changes in the variable annuity guarantee embedded derivatives.

To evaluate interest rate and equity price risk, the Company performs sensitivity testing which measures the impact on pretax income from the sources listed below for a 12-month period following a hypothetical 100 basis point increase in interest rates or a hypothetical 10% decline in equity prices. The interest rate risk test assumes a sudden 100 basis point parallel shift in the yield curve, with rates then staying at those levels for the next 12 months. The equity price risk test assumes a sudden 10% drop in equity prices, with equity prices then staying at those levels for the next 12 months. In estimating the values of variable annuity riders, equity indexed annuities, indexed universal life insurance and the associated hedge assets, the Company assumed no change in implied market volatility despite the 10% drop in equity prices.

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RIVERSOURCE LIFE INSURANCE COMPANY

The following tables present the Company’s estimate of the impact on pretax income from the above defined hypothetical market movements as of September 30, 2015:

	Equity Price Exposure to Pretax Income
Equity Price Decline 10%	Before Hedge Impact			Hedge Impact			Net Impact
	(in millions)
Asset-based fees and expenses	$	(75	)	$	—		$	(75	)
DAC and DSIC amortization (1) (2)	(107		)	—			(107		)
Variable annuity riders:
GMDB and GMIB (2)	(142		)	—			(142		)
GMWB	(425		)	435			10
GMAB	(50		)	49			(1		)
DAC and DSIC amortization (3)	N/A			N/A			(2		)
Total variable annuity riders	(617		)	484			(135		)
Macro hedge program (4)	—			—			—
Equity indexed annuities	1			(1		)	—
Indexed universal life insurance	9			(8		)	1
Total	$	(789	)	$	475		$	(316	)

	Interest Rate Exposure to Pretax Income
Interest Rate Increase 100 Basis Points	Before Hedge Impact			Hedge Impact			Net Impact
	(in millions)
Asset-based fees and expenses	$	(27	)	$	—		$	(27	)
Variable annuity riders:
GMDB and GMIB	—			—			—
GMWB	971			(1,096		)	(125		)
GMAB	38			(41		)	(3		)
DAC and DSIC amortization (3)	N/A			N/A			18
Total variable annuity riders	1,009			(1,137		)	(110		)
Macro hedge program (4)	—			23			23
Fixed annuities, fixed insurance and fixed portion of variable annuities and variable insurance products	66			—			66
Indexed universal life insurance	44			1			45
Total	$	1,092		$	(1,113	)	$	(3	)

N/A Not Applicable.

⁽¹⁾  Market impact on DAC and DSIC amortization resulting from lower projected profits.

⁽²⁾  In estimating the impact on DAC and DSIC amortization resulting from lower projected profits, the Company has not changed its assumed equity asset growth rates. This is a significantly more conservative estimate than if the Company assumed management follows its mean reversion guideline and increased near-term rates to recover the drop in equity values over a five-year period. The Company makes this same conservative assumption in estimating the impact from GMDB and GMIB riders.

⁽³⁾  Market impact on DAC and DSIC amortization related to variable annuity riders is modeled net of hedge impact.

⁽⁴⁾   The market impact of the macro hedge program is modeled net of any related impact to DAC and DSIC amortization.

The above results compare to an estimated negative net impact to pretax income of $284 million related to a 10% equity price decline and an estimated net impact to pretax income of nil related to a 100 basis point increase in interest rates as of December 31, 2014. The change in interest rate exposure since December 31, 2014 is primarily the result of adding new interest rate derivatives to the macro hedge program during 2015 and subsequent changes in market rates.

Net impacts shown in the above table from GMWB and GMAB riders result largely from differences between the liability valuation basis and the hedging basis. Liabilities are valued using fair value accounting principles, with risk margins incorporated in contractholder behavior assumptions and with discount rates increased to reflect a current market estimate of the Company’s risk of nonperformance specific to these liabilities. The nonperformance spread risk is not hedged.

Actual results could differ materially from those illustrated above as they are based on a number of estimates and assumptions. These include assuming that implied market volatility does not change when equity prices fall by 10%, that management does not increase assumed equity asset growth rates to anticipate recovery of the drop in equity values when valuing DAC, DSIC

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RIVERSOURCE LIFE INSURANCE COMPANY

and GMDB and GMIB liability values and that the 100 basis point increase in interest rates is a parallel shift of the yield curve. Furthermore, the Company has not tried to anticipate changes in client preferences for different types of assets or other changes in client behavior, nor has the Company tried to anticipate actions management might take to increase revenues or reduce expenses in these scenarios.

The selection of a 100 basis point interest rate increase as well as a 10% equity price decline should not be construed as a prediction of future market events. Impacts of larger or smaller changes in interest rates or equity prices may not be proportional to those shown for a 100 basis point increase in interest rates or a 10% decline in equity prices.

Fair Value Measurements

The Company reports certain assets and liabilities at fair value; specifically, separate account assets, derivatives, embedded derivatives, most investments and cash equivalents. Fair value assumes the exchange of assets or liabilities occurs in orderly transactions and is not the result of a forced liquidation or distressed sale. The Company includes actual market prices, or observable inputs, in its fair value measurements to the extent available. Broker quotes are obtained when quotes from pricing services are not available. The Company validates prices obtained from third parties through a variety of means such as: price variance analysis, subsequent sales testing, stale price review, price comparison across pricing vendors and due diligence reviews of vendors. See Note 10 to the Consolidated Financial Statements for additional information on the Company’s fair value measurements.

Fair Value of Liabilities and Nonperformance Risk

Companies are required to measure the fair value of liabilities at the price that would be received to transfer the liability to a market participant (an exit price). Since there is not a market for the Company’s obligations of its variable annuity riders and indexed universal life insurance, the Company considers the assumptions participants in a hypothetical market would make to reflect an exit price. As a result, the Company adjusts the valuation of variable annuity riders and indexed universal life insurance by updating certain contractholder assumptions, adding explicit margins to provide for profit, risk and expenses, and adjusting the rates used to discount expected cash flows to reflect a current market estimate of the Company’s nonperformance risk. The nonperformance risk adjustment is based on observable market data adjusted to estimate the risk of the Company not fulfilling these liabilities. Consistent with general market conditions, this estimate resulted in a spread over the LIBOR swap curve as of September 30, 2015. As the Company’s estimate of this spread widens or tightens, the liability will decrease or increase. If this nonperformance credit spread moves to a zero spread over the LIBOR swap curve, the reduction to net income would be approximately $264 million, net of DAC, DSIC, unearned revenue amortization, the reinsurance accrual and income taxes (calculated at the statutory tax rate of 35%), based on September 30, 2015 credit spreads.

Liquidity and Capital Resources

Liquidity Strategy

The liquidity requirements of the Company are generally met by funds provided by investment income, maturities and periodic repayments of investments, premiums and proceeds from sales of investments, fixed annuity and fixed insurance deposits as well as capital contributions from Ameriprise Financial. Other liquidity sources the Company has established are short-term borrowings and available lines of credit with Ameriprise Financial aggregating $1 billion.

The Company enters into short-term borrowings, which may include repurchase agreements and Federal Home Loan Bank (“FHLB”) advances to reduce reinvestment risk from higher levels of expected annuity net cash flows. Short-term borrowings allow the Company to receive cash to reinvest in longer-duration assets, while paying back the short-term debt with cash flows generated by the fixed income portfolio. The balance of repurchase agreements at both September 30, 2015 and December 31, 2014 was $50 million which is collateralized with agency residential mortgage backed securities and commercial mortgage backed securities from the Company’s investment portfolio. RiverSource Life Insurance Company is a member of the FHLB of Des Moines, which provides RiverSource Life Insurance Company access to collateralized borrowings. At both September 30, 2015 and December 31, 2014, the Company had borrowings of $150 million from the FHLB which is collateralized with commercial mortgage backed securities.

The primary uses of funds are policy benefits, commissions, other product-related acquisition and sales inducement costs, operating expenses, policy loans, dividends to Ameriprise Financial and investment purchases. The Company routinely reviews its sources and uses of funds in order to meet its ongoing obligations.

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RIVERSOURCE LIFE INSURANCE COMPANY

Capital Activity

Dividends paid by RiverSource Life Insurance Company were as follows:

	Nine Months Ended   September 30,
	2015		2014
	(in millions)
Cash dividends paid to Ameriprise Financial	$	675	$	500
Cash dividends received from RiverSource Life of NY	25		24

During the nine months ended September 30, 2014, RiverSource Life Insurance Company made a cash contribution to RTA of $15 million for ongoing funding commitments related to affordable housing partnership investments.

Regulatory Capital

RiverSource Life Insurance Company and RiverSource Life of NY are subject to regulatory capital requirements. Actual capital, determined on a statutory basis, and regulatory capital requirements for each of the life insurance entities are as follows:

	Actual Capital (1)				Regulatory Capital Requirement (2)
	September 30, 2015		December 31, 2014		December 31, 2014
			(in millions)
RiverSource Life Insurance Company	$	3,839	$	3,614	$	595
RiverSource Life Insurance Co. of New York	338		312		59

⁽¹⁾  Actual capital, as defined by the National Association of Insurance Commissioners for purposes of meeting regulatory capital requirements, includes statutory capital and surplus, plus certain statutory valuation reserves.

⁽²⁾  Regulatory capital requirement is based on the statutory risk-based capital filing.

Contractual Commitments

There have been no material changes to the Company’s contractual obligations disclosed in the Company’s 2014 10-K.

Forward-Looking Statements

This report contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those described in these forward-looking statements. Examples of such forward-looking statements include: 

• statements of the Company’s plans, intentions, expectations, objectives, or goals, including those related to the introduction, cessation, terms or pricing of new or existing products and services and the consolidated tax rate;

• other statements about future economic performance, the performance of equity markets and interest rate variations and the economic performance of the United States and of global markets; and

• statements of assumptions underlying such statements.

The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely,” “forecast,” “on pace,” “project” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from such statements.

Such factors include, but are not limited to: 

• conditions in the interest rate, credit default, equity market and foreign exchange environments, including changes in valuations, liquidity and volatility;

• changes in and the adoption of relevant accounting standards and securities rating agency standards and processes, as well as changes in the litigation and regulatory environment, including ongoing legal proceedings and regulatory actions, the frequency and extent of legal claims threatened or initiated by clients, other persons and regulators, and developments in regulation and legislation, including the rules and regulations implemented or to be implemented in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or in light of the U.S. Department of Labor pending rule and exemptions pertaining to the fiduciary status of investment advice providers to 401(k) plan, plan sponsors, plan participants and the holders of individual retirement or health savings accounts;

• the Company’s investment management performance and consumer acceptance of the Company’s products;

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RIVERSOURCE LIFE INSURANCE COMPANY

• effects of competition in the financial services industry, including pricing pressure, the introduction of new products and services and changes in product distribution mix and distribution channels;

• changes to the Company’s reputation that may arise from employee or Ameriprise Financial Services, Inc. advisor misconduct, legal or regulatory actions, improper management of conflicts of interest or otherwise;

• the Company’s capital structure as a subsidiary of Ameriprise Financial, including the ability of its parent to support its financial strength and ratings, as well as the opinions of rating agencies and other analysts or the Company’s regulators, distributors or policyholders and contractholders in response to any change or prospect of change in any such opinion;

• risks of default, capacity constraint or repricing by issuers or guarantors of investments the Company owns or by counterparties to hedge derivative, insurance or reinsurance arrangements, experience deviations from the Company’s assumptions regarding such risks, the evaluations or the prospect of changes in evaluations of any such third parties published by rating agencies or other analysts and the reactions of other market participants or the Company’s regulators, distribution partners or customers in response to any such evaluation or prospect of changes in evaluation;

• experience deviations from the Company’s assumptions regarding morbidity, mortality and persistency in certain annuity and insurance products, or from assumptions regarding market returns assumed in valuing or unlocking DAC and DSIC or market volatility underlying the Company’s valuation and hedging of guaranteed benefit annuity riders, or from assumptions regarding interest rates assumed in the Company's loss recognition testing of its long term care business;

• successfully cross-selling insurance and annuity products and services to Ameriprise Financial’s customer base;

• the Company’s ability to effectively hedge risks relating to guaranteed benefit riders and certain other products;

• the impact of intercompany allocations to the Company from Ameriprise Financial and its affiliates;

• Ameriprise Financial’s ability to attract, recruit and retain qualified advisors and employees and its ability to distribute the Company’s products through current and future distribution channels;

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

• the impacts of Ameriprise Financial’s efforts to improve distribution economics and realize benefits from reengineering and tax planning;

• interruptions or other failures in the Company’s communications, technology and other operating systems, including errors or failures caused by third party service providers, interference or failures caused by third party attacks on the Company’s systems, or the failure to safeguard the privacy or confidentiality of sensitive information and data on such systems; and

• general economic and political factors, including consumer confidence in the economy, the ability and inclination of consumers generally to invest, as well as their ability and inclination to invest in financial instruments and products other than cash and cash equivalents, the costs of products and services the Company consumes in the conduct of its business, and applicable legislation and regulation and changes therein, including tax laws, tax treaties, fiscal and central government treasury policy, and policies regarding the financial services industry and regulatory rulings and pronouncements.

The Company cautions the reader that the foregoing list of factors is not exhaustive. There may also be other risks that the Company is unable to predict at this time that may cause actual results to differ materially from those in forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update publicly or revise any forward-looking statements. The foregoing list of factors should be read in conjunction with the “Risk Factors” discussion included in Part I, Item 1A of the Company’s 2014 10-K and Part II, Item 1A of the Company's Form 10-Q for the quarter ended March 31, 2015 filed with the SEC on May 4, 2015.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance that the information required to be reported in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in and pursuant to Securities and Exchange Commission regulations, including controls and procedures designed to ensure that this information is accumulated and communicated to the Company’s management, including its principal executive officer and chief financial officer, as appropriate, to allow timely decisions regarding the required disclosure. It should be noted that, because of inherent limitations, the Company’s disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met.

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RIVERSOURCE LIFE INSURANCE COMPANY

The Company’s management, under the supervision and with the participation of the Company’s principal executive officer and chief financial officer, evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures were effective at a reasonable level of assurance as of September 30, 2015.

Changes in Internal Control over Financial Reporting

There have not been any changes in RiverSource Life Insurance Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, RiverSource Life Insurance Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 15 to the Consolidated Financial Statements in Part I, Item 1 is incorporated herein by reference. 

ITEM 1A. RISK FACTORS

Other than as described in RiverSource Life Insurance Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, there have been no material changes in the risk factors provided in Part I, Item 1A of its 2014 10-K.

ITEM 6. EXHIBITS

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

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RIVERSOURCE LIFE INSURANCE COMPANY

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.

		RIVERSOURCE LIFE INSURANCE COMPANY
		(Registrant)
Date:	November 2, 2015	By	/s/ John R. Woerner
			John R. Woerner
			Chairman and President
Date:	November 2, 2015	By	/s/ Brian J. McGrane
			Brian J. McGrane
			Executive Vice President and
			Chief Financial Officer

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RIVERSOURCE LIFE INSURANCE COMPANY

EXHIBIT INDEX

The following exhibits are filed as part of this Quarterly Report:

Exhibit Description

3.1 Copy of Certificate of Incorporation of IDS Life Insurance Company, filed as Exhibit 3.1 to Post-Effective Amendment No. 5 to Registration Statement No. 33-28976, is incorporated by reference.

3.1.1 Copy of Certificate of Amendment of Certificate of Incorporation of IDS Life Insurance Company dated June 22, 2006, filed as Exhibit 3.1 to Form 8-K filed on January 5, 2007, is incorporated by reference.

3.2 Copy of Amended and Restated By-Laws of RiverSource Life Insurance Company dated June 22, 2006, filed as Exhibit 27(f)(2) to Post-Effective Amendment No. 28 to Registration Statement No. 333-69777, is incorporated by reference.

10.1* Copy of Services Agreement by and between Columbia Management Investment Distributors, Inc. and RiverSource Life Insurance Company effective September 1, 2012.

31.1* Certification of John R. Woerner, Chairman and President, pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

31.2* Certification of Brian J. McGrane, Chief Financial Officer, pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

32* Certification of John R. Woerner, Chairman and President, and Brian J. McGrane, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101* The following materials from RiverSource Life Insurance Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2015, formatted in XBRL: (i) Consolidated Balance Sheets at September 30, 2015 and December 31, 2014; (ii) Consolidated Statements of Income for the three months and nine months ended September 30, 2015 and 2014; (iii) Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2015 and 2014; (iv) Consolidated Statements of Shareholder’s Equity for the nine months ended September 30, 2015 and 2014; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014; and (vi) Notes to the Consolidated Financial Statements.

______________________________________

* Filed electronically herewith.

E-1