Commitments and Contingencies | Commitments and Contingencies The Company provides accruals for all direct costs, including legal costs, associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued are estimated based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes. Legal costs for other than probable contingencies are expensed when services are performed. Lease Obligations During 2016, the Company entered into a new lease obligation within the CAS segment totaling approximately $21.5 million in additional lease payments. This lease agreement is for a term of twelve years and includes increasing payments whereby the annual lease payments for the initial 50% of the lease term are approximately $1.7 million per year and then increasing to approximately $1.9 million for the remaining lease term. The lease agreement contains an extension option for a period of six years which is not a bargain renewal option. There have been no other material changes to our lease obligations during the first half of 2016. Indemnifications The Company has indemnified third parties for certain matters in a number of transactions involving dispositions of former subsidiaries, including certain pension and environmental liabilities. The Company has recorded liabilities in relation to these indemnifications in the accompanying unaudited condensed consolidated balance sheet as follows: July 2, 2016 December 31, 2015 (Dollar amounts in millions) Accrued expenses $ 2.4 $ 2.5 Other long-term liabilities 0.9 1.1 $ 3.3 $ 3.6 Undiscounted future payments $ 3.5 $ 3.7 Certain of the liabilities recorded by the Company, which are reflected in the above table, relate to environmental site remediation matters. The amounts recorded represent the Company’s portion of the estimated site remediation costs. Certain of the site remediation matters involve unrelated third parties and each party to the environmental site remediation matters is jointly and severally liable for the applicable remediation costs. As a result, the Company could become wholly-liable for the unrelated third parties' current obligations should any of these unrelated third parties become insolvent. The Company is not aware of any current information that indicates that the other responsible parties will not be able to fulfill their contractual obligations, and therefore, no incremental liability is deemed probable. As a result, the liabilities recorded by the Company at July 2, 2016 and December 31, 2015 reflect only the Company's contractually allocated portion of the estimated site remediation costs. Product Warranty and Recall Reserves The Company sells a number of products and offers a number of warranties including, in some instances, extended warranties for which the Company receives proceeds. The specific terms and conditions of these warranties vary depending on the product sold and the country in which the product is sold. The Company estimates the costs that may be incurred under its warranties, with the exception of extended warranties, and records a liability for such costs at the time of sale. Warranty costs are included in cost of revenues. Deferred revenue from extended warranties is recorded at estimated fair value and is amortized over the life of the warranty and periodically reviewed to ensure that the amount recorded is equal to or greater than estimated future costs. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims, cost per claim, and new product introductions. The Company periodically assesses the adequacy of its recorded warranty claims and adjusts the amounts as necessary. Changes in the Company’s combined short-term and long-term warranty liabilities during the second quarter and first half of 2016 and 2015 are as follows: Second Quarter of First Half of 2016 2015 2016 2015 (Dollar amounts in millions) Balance, beginning of period $ 50.5 $ 54.9 $ 51.0 $ 54.8 Warranties provided during period 5.9 5.2 11.8 11.6 Settlements made during period (6.7 ) (6.7 ) (13.3 ) (12.8 ) Other changes in liability estimate, including expirations and acquisitions — (0.2 ) 0.2 (0.4 ) Balance, end of period $ 49.7 $ 53.2 $ 49.7 $ 53.2 The Company has undertaken several voluntary product recalls and reworks over the past several years and could do so in the future given the nature of the Company's business. The Company could be required to conduct a recall where a product contains a defect which (because of the pattern of defect, the number of defective products distributed in commerce, the severity of the risk, or otherwise) creates a substantial risk of injury to the public. Additional product recalls and reworks could result in material future costs. Many of the Company's products, especially certain models of bath fans, range hoods, and residential furnaces and air conditioners, have a large installed base, and any recalls or reworks related to such products could be particularly costly. The costs of product recalls or reworks are not generally covered by insurance. Recalls or reworks may adversely affect the Company's reputation as a manufacturer of high-quality, safe products and could have a material adverse effect on its financial condition, results of operations and cash flows. Product Liability Contingencies In an action initiated on May 21, 2014, Nortek Global HVAC LLC ("Nortek Global HVAC"), our wholly owned subsidiary, was named as a defendant in a putative class action lawsuit in Florida, Harris, et al. v. Nortek Global HVAC, LLC, Case No. 1:14-cv-21884-BB, filed in the United States District Court for the Southern District of Florida. In addition, in an action initiated on October 3, 2014, Nortek, Inc., Nortek Global HVAC LLC and Nortek Global HVAC Latin America, Inc. were named as defendants in a putative class action lawsuit in Tennessee, Bauer, et al. v. Nortek Global HVAC, LLC, et al., Case No. 3:14-cv-01940, filed in the United States District Court for the Middle District of Tennessee. These lawsuits allege that the copper evaporator and condenser coils in Nortek Global HVAC’s residential heating and cooling products are susceptible to a type of potential corrosion that can result in coil leaks and eventual failure of the units. The Florida action sought compensatory damages associated with Nortek Global HVAC’s alleged wrongdoing, injunctive relief, and attorneys’ fees and costs. The Tennessee action seeks damages associated with repairing, retrofitting and/or replacing the allegedly defective products, the loss of value due to the alleged defect, property damages associated with the alleged defect, injunctive relief, punitive damages, and attorneys’ fees and costs. On January 29, 2016, the Court in the Florida action entered an order denying the plaintiffs’ motion to certify a class of Florida consumers. Subsequently, the Company reached a nominal settlement with the two named plaintiffs in the Florida action, and the action was dismissed. On April 18, 2016, the Court in the Tennessee action heard arguments on Nortek's pending motions to dismiss and to strike class allegations. No ruling with respect to such motions has been issued to date. The Company believes it has meritorious defenses against the claims in the Tennessee action. At this time, the Company believes that the likelihood of a material loss in the Tennessee action is remote and has not recognized a loss or liability in such action; however, it is possible that events could occur that would change the likelihood of a material loss, which could ultimately have a material impact on our business. The Company will continue to assess the likelihood of a material loss as the Tennessee action progresses. FCPA Matters As previously reported, as part of its routine internal audit activities, the Company discovered certain questionable payments, gifts and payment practices, and other expenses at the Company’s subsidiary, Linear Electronics (Shenzhen) Co. Ltd. (“Linear China”), which were inconsistent with the Company’s policies and raised concerns under the U.S. Foreign Corrupt Practices Act (“FCPA”). In January 2015, the Company voluntarily reported the matter to the SEC and U.S. Department of Justice (the “DOJ”) and thereafter cooperated with their respective investigations. On June 3, 2016, the DOJ informed the Company by letter (the “DOJ Letter”) that it had closed its investigation into this matter. It stated that it had reached this conclusion, despite the conduct at issue, based on a number of factors, including but not limited to the fact that the Company's internal audit function identified the misconduct, the Company's prompt voluntary self-disclosure, the thorough investigation undertaken by the Company, its fulsome cooperation in this matter, the steps that the Company has taken to enhance its compliance program and its internal accounting controls, the Company's full remediation (including terminating the employment of all five individuals involved), and the fact that the Company agreed to pay to the SEC the full amount of disgorgement as determined by the SEC. The foregoing description of the DOJ Letter is qualified in its entirety by reference to the letter itself attached as Exhibit 99.2 to the Form 8-K filed by the Company with the SEC on June 7, 2016. On June 7, 2016, the Company entered into a non-prosecution agreement (“Non-Prosecution Agreement”) with the SEC under which the SEC agreed not to prosecute the Company for violations of the FCPA relating to improper payments and gifts by Linear China employees to local Chinese officials from 2009 to 2014. The Non-Prosecution Agreement reflects the Company’s self-report, its prompt and thorough internal investigation, its immediate action to end the payments and to implement significant remedial measures, and its comprehensive, organized, and real-time cooperation with the SEC during the investigation. Under the Non-Prosecution Agreement, the Company agreed, among other things, to pay to the SEC disgorgement and prejudgment interest in the amount of approximately $0.3 million , which amounts have been paid in full. The foregoing description of the SEC’s Non-Prosecution Agreement is qualified in its entirety by reference to the agreement itself attached as Exhibit 99.1 to the Form 8-K filed by the Company with the SEC on June 7, 2016. For the second quarter and first half of 2015, approximately $0.4 million and $1.4 million , respectively, was recorded for legal and other professional services incurred related to the internal investigation of this matter and a nominal amount was recognized in 2016. Other Commitments and Contingencies During the second quarter of 2016, the Company entered into an arrangement with a third party under which the Company is entitled to certain non-recurring payments that will be paid in 2016. During the second quarter of 2016, the Company received approximately $2.0 million and this amount was recorded as a reduction of SG&A. During the second quarter of 2016, the Company received a reduction from a vendor of approximately $2.9 million related to contractual fees previously charged by this vendor and recorded a benefit to SG&A. The Company had previously accrued and expensed these contractual fees to SG&A throughout 2015. In 2014, one of the Company’s subsidiaries within its ERG segment entered into a lease agreement for a building of approximately 84,000 square feet located in China, to be used as a warehouse facility. The Company is responsible for a significant portion of the construction costs and was deemed, for accounting purposes, to be the owner of the building during the construction period, in accordance with ASC 840, Leases, Subsection 40-15-5 . Construction of the facility commenced in the fourth quarter of 2015 and the Company has recorded approximately $1.1 million and $0.2 million within buildings and improvements and a corresponding long-term liability within its unaudited condensed consolidated balance sheet at July 2, 2016 and December 31, 2015 , respectively. Construction is expected to total approximately $2.0 million and be completed by the end of 2016. The Company is subject to other contingencies, including legal proceedings and claims, arising out of its businesses that cover a wide range of matters including, among others, environmental matters, contract and employment claims, workers' compensation claims, product liability, warranty, and modification and adjustment or replacement of component parts of units sold, which include product recalls. Product liability, environmental and other legal proceedings also include matters with respect to businesses previously owned. The Company has used various substances in its products and manufacturing operations which have been or may be deemed to be hazardous or dangerous, and the extent of its potential liability, if any, under environmental, product liability and workers' compensation statutes, rules, regulations and case law is unclear. Furthermore, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which the amount or range of possible losses cannot be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, warranty, product liability, environmental liabilities, and product recalls, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. It is possible, however, that results of operations for any particular future period could be materially affected by changes in the Company's assumptions or strategies related to these contingencies or changes that are not within the Company's control. |