Contingencies | Contingencies As part of our consumer services, we offer broad member service support. If a member’s identity has been compromised, our member service team and remediation specialists will assist the member with its resolution. This includes our $1 million service guarantee, which is backed by an identity theft insurance policy, under which we will spend up to $1 million to cover certain third-party costs and expenses incurred in connection with the remediation, such as legal and investigatory fees, subject to certain terms and conditions. This insurance also covers certain out-of-pocket expenses, such as loss of income, replacement of fraudulent withdrawals, and costs associated with child and elderly care, travel, stolen purse/wallet, and replacement of documents, subject to certain terms and conditions. While we have reimbursed members for claims under this guarantee, the amounts in aggregate for the nine -month periods ended September 30, 2016 and 2015 were not material. On July 21, 2015 the FTC lodged, under seal, in the United States District Court for the District of Arizona, a motion seeking to hold us in contempt of the consent decree we entered into with the FTC in 2010 (the FTC Order). On December 17, 2015, we entered into a comprehensive settlement agreement with the FTC, pursuant to which we resolved all matters related to the FTC Contempt Action and provided a mechanism to fund a settlement of the Ebarle Class Action described below. On January 19, 2015, plaintiffs Napoleon Ebarle and Jeanne Stamm filed a nationwide putative consumer class action lawsuit against us in the United States District Court for the Northern District of California. A second amended complaint was filed on November 4, 2015 on behalf of four plaintiffs who alleged that we engaged in deceptive marketing and sales practices in connection with our membership plans in violation of the Arizona Consumer Fraud Act, Breach of Contract, unjust enrichment and violation of the Federal Declaratory Judgment Act. Under the terms of the FTC settlement, $100 million , was paid in December 2015 and was placed into the registry of the court overseeing the FTC Contempt Action, $68 million of which was authorized to be distributed to fund the consumer redress contemplated by the Ebarle Class Action settlement. Those funds have been transferred to the supervision of the court overseeing the Ebarle Class Action Settlement. On September 20, 2016, the court overseeing the Ebarle Class Action entered judgment and an order granting plaintiffs’ motion for final approval of the parties’ proposed settlement agreement, awarding plaintiffs’ counsel $10.2 million in fees and costs and awarding each of the four plaintiffs $2,000 as a service award, these amounts were previously expensed in the third quarter of 2015. Beginning on October 11, 2016, the Court-appointed settlement administrator distributed settlement checks to settlement class members using the $68 million transferred in February 2016 to the court-appointed settlement administrator from the court’s registry in the FTC Contempt Action. The remaining $32 million of the settlement remains in the registry of the Arizona court. In addition, we have $3.0 million accrued for a potential settlement with states attorneys general for related claims. Appeals of the final approval order and judgment were filed by six objectors prior to the filing deadline and are pending in the Ninth Circuit Court of Appeals. The appeals do not impact the timing of the payment of settlement checks to settlement class members or payment of the attorneys’ fees, costs and service awards to plaintiffs. A mediation assessment conference is scheduled with the Court of Appeals for November 9, 2016, in connection with the initial appeal filed, and the appeal briefs are currently due on various dates in January through March 2017. However, the parties have agreed to consolidate the appeals which is likely to have an impact on the current schedule. On August 1, 2014, our subsidiaries Lemon and Lemon Argentina, S.R.L. (Lemon Argentina, and together, the Lemon Entities) filed a lawsuit in Santa Clara Superior Court in San Jose, California, against Wenceslao Casares, former General Manager of Lemon, Cynthia McAdam, former General Counsel of Lemon, and Federico Murrone, Martin Apesteguia and Fabian Cuesta, each a former employee and former member of the board of directors of Lemon Argentina (the Argentine Executives). The complaint alleges breaches of employment-related contracts and breaches of fiduciary duties involving each named individual’s work for third-party Xapo, Inc. and/or Xapo, Ltd. during their employment by the applicable Lemon Entity. On January 30, 2015, the Lemon Entities filed a second amended complaint alleging breaches of employment-related contracts, breaches of fiduciary duties, and fraud, and seeking declaratory relief against Mr. Casares, Ms. McAdam, and the Argentine Executives. The Argentine Executives entered their appearances in the litigation on July 24, 2015 and filed a motion to dismiss for inconvenient forum on September 8, 2015. That motion was heard on December 4, 2015 and granted on January 4, 2016, with an order staying the action in its entirety. The Lemon Entities filed a notice of appeal on March 1, 2016. Mr. Casares filed a cross-claim against us and Lemon, Inc. (now Lemon, LLC) on July 24, 2015, for breach of contract, breach of the implied covenant of good faith and fair dealing, conversion, unjust enrichment, and declaratory relief, all arising from the termination of his employment. Because of the January 4, 2016 order staying the case in its entirety, the court did not rule on the motion to dismiss. Mr. Casares filed a separate complaint against us, Lemon, LLC, and Shareholder Representative Services LLC (SRS) in Delaware Chancery Court on October 7, 2015 for breach of contract and seeking a declaratory judgment. The action concerns a December 12, 2014 settlement agreement that resolved certain disputes against other former stockholders of Lemon, Inc. arising out of our December 11, 2013 Lemon acquisition. We, along with Lemon, LLC, moved to dismiss the complaint on October 28, 2015. Mr. Casares responded by filing an amended complaint on January 8, 2016. LifeLock, Inc. and Lemon, LLC moved to dismiss the amended complaint. That motion was heard on September 27, 2016 and granted in part and denied in part the same day. The Court has not yet set a schedule for pretrial or trial proceedings in the case. On September 19, 2016, LifeLock and its subsidiary Lemon. LLC, filed a lawsuit in Delaware Chancery Court against Mr. Casares and Ms. McAdam, stemming from the December 11, 2013 merger between LifeLock and Lemon. Specifically, the complaint alleges that both Mr. Casares and Ms. McAdam breached the representations and warranties in the merger agreement and associated contracts, such as their respective non-disclosure agreement, by failing to disclose Lemon’s pre-merger development of Xapo. The complaint also alleges that Mr. Casares and Ms. McAdam fraudulently induced LifeLock to enter into the merger agreement, breached their fiduciary duties to Lemon, and were unjustly enriched from their fraudulent conduct. Defendants filed a motion to dismiss on October 24, 2016. The parties have not yet agreed to a briefing schedule for the motion. On July 22, 2015, Miguel Avila, representing himself and seeking to represent a class of persons who acquired our securities from July 30, 2014 to July 20, 2015, inclusive, filed a class action complaint in the United States District Court for the District of Arizona. His complaint alleged that Todd Davis, Christopher Power, and we violated Sections 10(b) and 20(a) of the Exchange Act by making materially false or misleading statements, or failing to disclose material facts about our business, operations, and prospects, including with regard to our information security program, advertising, recordkeeping, and our compliance with the FTC Order. The complaint sought certification as a class action, compensatory damages, and attorney’s fees and costs. On September 21, 2015, four other Company stockholders, Oklahoma Police Pension and Retirement System, Oklahoma Firefighters Pension and Retirement System, Larisa Gassel, and Donna Thompson, and their respective attorneys all filed motions seeking to be appointed the lead plaintiff and lead counsel in this class action. On October 9, 2015, the Court appointed Oklahoma Police Pension and Retirement System and Oklahoma Firefighters Pension and Retirement System as lead plaintiffs. On December 10, 2015 lead plaintiffs filed a substantively similar amended complaint. Lead plaintiffs moved to lift the discovery stay imposed by the Private Securities Litigation Reform Act on January 21, 2016. On February 8, 2016, we, along with Mr. Davis and Mr. Power, opposed that motion and on April 22, 2016, the Court denied lead plaintiffs’ motion. We, along with Mr. Davis and Mr. Power, moved to dismiss the amended complaint on January 29, 2016. On August 3, 2016 the Court granted our motion to dismiss and later permitted lead plaintiffs until September 23, 2016 to seek leave to amend their complaint. On September 23, 2016, lead plaintiffs moved for leave to file a proposed Second Amended Complaint, which we did not oppose. On October 13, 2016, the Court granted lead plaintiffs’ motion for leave to file a second amended complaint. On October 14, 2016, lead plaintiffs filed the Second Amended Complaint, which is substantively similar to the amended complaint but adds our President, Hilary Schneider, as a named defendant. We, along with Ms. Schneider and Messrs. Davis and Power will move to dismiss the Second Amend Complaint by December 16, 2016, pursuant to a schedule stipulated by the parties and order by the Court. On March 3, 2014, and March 10, 2014, two securities class action complaints were filed in the United States District Court for the District of Arizona, against us, Mr. Davis, and Mr. Power. On June 16, 2014, the court consolidated the complaints into a single action captioned In re LifeLock, Inc. Securities Litigation and appointed a lead plaintiff and lead counsel. On August 15, 2014, the lead plaintiff filed the Consolidated Amended Class Action Complaint (the Consolidated Amended Complaint), seeking to represent a class of persons who acquired our securities from February 26, 2013 to May 16, 2014, inclusive (the Class Period). The Consolidated Amended Complaint alleged that we, along with Mr. Davis, Mr. Power, and Ms. Schneider, violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, by making materially false or misleading statements, or failing to disclose material facts regarding certain of our business, operational, and compliance policies, including with regard to certain of our services, our data security program, and Mr. Davis’ compliance with the FTC Order. The Consolidated Amended Complaint alleged that, as a result, certain of our financial statements issued during the Class Period and certain public statements made by Ms. Schneider, Mr. Davis, and Mr. Power during the Class Period, were false and misleading. The Consolidated Amended Complaint sought certification as a class action, compensatory damages, and attorneys’ fees and costs. On December 17, 2014, the court granted our and the other defendants’ motion and dismissed the Consolidated Amended Complaint, giving the lead plaintiff 21 days to seek leave to amend. On January 16, 2015, lead plaintiff filed his Second Consolidated Amended Complaint which contained similar allegations, but no longer named Ms. Schneider as a defendant. On July 21, 2015, the court granted our and the other defendants’ motion to dismiss the Second Consolidated Amended Complaint, without leave to amend, and entered judgment in our favor. On August 18, 2015, the lead plaintiff along with another stockholder, City of Hallandale Beach Police and Firefighters’ Personnel Retirement Fund, moved to vacate the judgment on the grounds that the FTC’s July 21, 2015 motion seeking to hold us in contempt of the FTC Order constituted surprise and newly discovered evidence. Plaintiffs also sought permission to file a Third Consolidated Amended Complaint. We, Mr. Davis, and Mr. Power opposed plaintiffs’ motion. On September 18, 2015, the court denied plaintiffs’ motion to vacate the July 21, 2015 judgment and plaintiffs’ request to file another complaint. On September 21, 2015, plaintiffs filed a notice of appeal with the Ninth Circuit Court of Appeals. Plaintiffs appeal from the lower court’s July 21, 2015 order dismissing the Second Consolidated Amended Complaint and entering judgment in our favor, and the court’s September 18, 2015 order denying plaintiffs’ motion to vacate that judgment. Briefing of the appeal has been completed, but oral argument on the appeal has not been set by the Ninth Circuit. We are subject to other legal proceedings and claims that have arisen in the ordinary course of business. Although there can be no assurance as to the ultimate disposition of these matters and those discussed above, we believe, based upon the information available at this time, that, except as disclosed above, a material adverse outcome related to the matters is neither probable nor estimable. |