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Commitments and Contingencies
6 Months Ended
Jun. 30, 2016
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Commitments and Contingencies

Legal Proceedings

Shareholder Class Action Lawsuit. In August 2014, two putative shareholder class action lawsuits alleging violations of federal securities laws were filed against the Company and several of its officers and directors in the U.S. District Court for the Central District of California. These lawsuits have been consolidated and generally assert that, between October 29, 2013 and July 29, 2014, the Company and certain of its officers and directors made alleged material misstatements and omissions regarding the financial performance of Turbo. The consolidated lawsuit seeks to recover damages on behalf of shareholders as well as other equitable and unspecified monetary relief. On April 1, 2015, the court granted the Company's motion to dismiss the consolidated securities class action lawsuit and the case was dismissed with prejudice on May 19, 2015. The plaintiffs filed a notice of appeal on June 18, 2015, and the matter currently is pending before the United States Court of Appeals for the Ninth Circuit. The Company intends to vigorously defend against this consolidated lawsuit. At this time the Company is unable to reasonably predict the ultimate outcome of this consolidated lawsuit, nor can it reasonably estimate a range of possible loss.

Antitrust Class Action. In September and October 2014, three putative class action lawsuits alleging violations of federal and state antitrust laws were filed against the Company and various other companies in the U.S. District Court for the Northern District of California. These lawsuits have been consolidated and generally assert that the defendants agreed to restrict competition through non-solicitation agreements and agreements to fix wage and salary ranges. The lawsuits seek to recover damages on behalf of all animation and visual effect workers employed by the defendants during various periods between 2004 and 2010. On May 25, 2016, the Court granted-in-part plaintiffs' motion for class certification. The Company intends to vigorously defend against these lawsuits. At this time the Company is unable to reasonably predict the ultimate outcome of these lawsuits, nor can it reasonably estimate a range of possible loss.

Merger-Related Litigation. On June 27, 2016, Ann Arbor City Employees Retirement System, a purported stockholder of the Company ("AACERS"), filed a putative class action complaint against Jeffrey Katzenberg, the Company's Chief Executive Officer and controlling stockholder and a director in the Court of Chancery of the State of Delaware. The complaint alleges that (1) Mr. Katzenberg, as the Company's controlling stockholder, breached his fiduciary duties to the Company's other stockholders by, among other things, entering into a consulting agreement with Comcast pursuant to which he will receive certain profits interests in two of the Company's majority-owned subsidiaries, (2) Mr. Katzenberg violated the Company's Restated Certificate of Incorporation and thus breached a contract with the Company and the Company's other stockholders by entering into the consulting agreement, and (3) Mr. Katzenberg violated an implied covenant of good faith and fair dealing by entering into the consulting agreement. AACERS has asked the Court to, among other things, (i) order Mr. Katzenberg to share the profit interests resulting from the consulting agreement, pro rata, with the Company's other stockholders, and (ii) award AACERS's attorney's fees and other costs associated with the action.
On July 29, 2016, Kenneth Bumba, a purported stockholder of the Company, filed a putative class action complaint against the Company, Mr. Katzenberg, each of the Company's other directors and Comcast in the Court of Chancery of the State of Delaware. The complaint alleges that (1) Mr. Katzenberg breached his fiduciary duty to the Company's stockholders by, among other things, entering into the consulting agreement with Comcast pursuant to which he will receive the profits interests and that the other directors violated their fiduciary duties to the Company's stockholders by, among other things, allowing Mr. Katzenberg to enter into that agreement, (2) the directors violated the Company's Restated Certificate of Incorporation and thus breached a contract with the Company and the Company's stockholders by allowing Mr. Katzenberg to enter into the consulting agreement, and (3) the directors violated an implied covenant of good faith and fair dealing by allowing Mr. Katzenberg to enter into the consulting agreement. The complaint also alleges that the information statement distributed to stockholders was materially deficient, that the Company violated its obligation under Delaware law to provide prompt written notice to other stockholders regarding the transaction and that Comcast aided and abetted the breaches of fiduciary duty by the directors. The plaintiff in the action has asked for relief similar to that requested in the AACERS lawsuit.
Because the complaints have only recently been filed, the Company is unable to reasonably predict the ultimate outcome of these lawsuits, nor can it reasonably estimate a range of possible loss, at this time. Pursuant to Mr. Katzenberg's employment agreement, the Company has agreed to indemnify him to the fullest extent permitted by law against any claims or losses arising in connection with his service to the Company or any affiliate.
Other Legal Matters. From time to time, the Company is involved in legal proceedings arising in the ordinary course of its business, typically intellectual property litigation and infringement claims related to the Company's feature films and other commercial activities, which could cause the Company to incur significant expenses or prevent the Company from releasing a film or other properties. The Company also has been the subject of patent and copyright claims relating to technology and ideas that it may use or feature in connection with the production, marketing or exploitation of the Company's feature films and other properties, which may affect the Company's ability to continue to do so. Furthermore, from time to time the Company may introduce new products or services, including in areas where it currently does not operate, which could increase its exposure to litigation and claims by competitors, consumers or other intellectual property owners. Defending intellectual property litigation is costly and can impose a significant burden on management and employees, and there can be no assurances that favorable final outcomes will be obtained in all cases. While the resolution of these matters cannot be predicted with certainty, the Company does not believe, based on current knowledge, that any existing legal proceedings or claims (other than those previously described) are likely to have a material effect on its financial position, results of operations or cash flows.

Other Commitments and Contingencies

Contributions to ODW. The Company has committed to making certain contributions in connection with the formation of ODW. Refer to Note 6 for further discussion related to these commitments.

Merger-Related. In connection with the pending acquisition of the Company by Comcast (see Note 1 for further detail), the Company implemented a retention bonus plan to retain employees during the pendancy of the transaction and a post-closing transitional period. As a result, the Company has committed to bonus payouts in the aggregate of approximately $17.3 million, of which $1.2 million was recorded as an expense during the three months ended June 30, 2016. The Company expects that approximately half of the aggregate commitment will be paid upon closing of the merger and the remainder will be paid no later than six months thereafter. However, in the event that there is a termination of the merger, only half of the aggregate commitment will be paid.

Purchase Obligations. During the year ended December 31, 2015, the Company entered into an agreement with one of its suppliers which committed the Company to minimum purchase obligations of certain capital assets intended to be resold in connection with one of the Company's Consumer Products segment activities. As of June 30, 2016, remaining minimum purchase obligations totaled $11.7 million and are contractually due in 2016. Prior to resale, in the Company's consolidated balance sheets, these assets are included in prepaid expenses to the extent that advance deposits have been made for such assets (as of June 30, 2016, this amount was $6.3 million), or in other assets to the extent that the Company has received the asset from its supplier (as of June 30, 2016, this amount was $12.0 million). Thus far, the Company's sales with respect to these assets have been less than the Company's initial projections. Similar to other asset balances, the Company evaluates these assets for impairment on an annual basis, or sooner, if indicators of impairment exist. In the event that the Company determines that the assets' fair value is less than the carrying value, the Company would be required to record an impairment charge with respect to some or all of the amounts currently included in its balance sheet for these assets.