Ameriprise 2013 Annual Report Download - page 187

Western (now known as Retail Properties of America, Inc. (‘‘RPAI’’)) REIT. The action also names as defendants RPAI,
several of RPAI’s executives, and several members of RPAI’s board. The action alleges that the Company failed to perform
required due diligence and misrepresented various aspects of the REIT including fees charged to clients, risks associated
with the product, and valuation of the shares on client account statements. Plaintiffs seek unspecified damages. The
Company was served in December 2012, and, on April 19, 2013, moved to dismiss the complaint. The motion has been
fully briefed and submitted to the Court for review and decision. The Company cannot reasonably estimate the range of
loss, if any, that may result from this matter due to the early procedural status of the case, the absence of class
certification, the lack of a formal demand on the Company by the plaintiffs and plaintiffs’ failure to allege any specific,
evidence-based damages.
In November 2012, a lawsuit entitled Versata Software, Inc., f/k/a Trilogy Software, Inc., et al. (‘‘Versata’’) v. Ameriprise
Financial, Inc., Ameriprise Financial Services, Inc. & American Enterprise Investment Services, Inc. was filed in the District
Court of Travis County, Texas relating to the Company’s licensing and use of software owned by Versata that the Company
uses to manage registration, licensing and compensation, among other things. The lawsuit alleges the Company violated
the terms of the license agreement by allowing an impermissible third-party contractor to decompile Versata’s software
code, and failing to have the third-party contractor execute individual non-disclosure agreements. The Company has alleged
counterclaims for wrongful termination and breaches of warranties, among other causes of action. Both sides have
asserted defenses to the claims and counterclaims. The relief requested by Versata is for the Company to return the
software and for other, unspecified, legal and equitable relief. The relief requested by the Company against Versata is
delivery and free use by the Company of the Versata source code. Ameriprise removed the dispute to federal court. That
removal is currently subject to a motion to return the case to state court. The matter is still in the discovery stage, and no
trial date has been set. The Company cannot reasonably estimate the range of loss, if any, that may result from this
matter due to the procedural status of the case.
24. Related Party Transactions
The Company may engage in transactions in the ordinary course of business with significant shareholders or their
subsidiaries, between the Company and its directors and officers or with other companies whose directors or officers may
also serve as directors or officers for the Company or its subsidiaries. The Company carries out these transactions on
customary terms. The transactions have not had a material impact on the Company’s consolidated results of operations or
financial condition.
The Company’s executive officers and directors may have transactions with the Company or its subsidiaries involving
financial products and insurance services. All obligations arising from these transactions are in the ordinary course of the
Company’s business and are on the same terms in effect for comparable transactions with the general public. Such
obligations involve normal risks of collection and do not have features or terms that are unfavorable to the Company’s
subsidiaries.
25. Discontinued Operations
During the fourth quarter of 2011, the Company sold Securities America to Ladenburg Thalmann Financial Services, Inc.
The components of loss from discontinued operations, net of tax, were as follows:
Years Ended December 31,
2013 2012 2011
(in millions)
Total net revenues $—$—$ 382
Income (loss) from discontinued operations $ (4) $ 2 $ (124)
Gain on sale (1) (7) 26
Income tax benefit (2) (3) (38)
Loss from discontinued operations, net of tax $ (3) $ (2) $ (60)
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