Significant Transactions

12 Months Ended

Dec. 31, 2017

Note 5: Significant Transactions

2017

FCC Spectrum Auction

On April 13, 2017, the Federal Communications Commission announced the results of its spectrum auction. In the auction, NBCUniversal relinquished its spectrum rights in the New York, Philadelphia and Chicago designated market areas (“DMAs”) where NBC and Telemundo had overlapping spectrum. NBCUniversal received proceeds of $482 million in July 2017, which were recorded in other investing activities in our consolidated statement of cash flows. NBCUniversal recognized a pretax gain of $337 million in other operating gains in 2017. NBC and Telemundo stations will share broadcast signals in these DMAs. In connection with the auction, we also acquired the rights to $1.7 billion of spectrum in the second quarter of 2017, which were recorded to other intangible assets, net. We had previously made a deposit of $1.8 billion to participate in the auction in 2016 and received a refund for amounts in excess of the purchase price in 2017.

Universal Studios Japan

On April 6, 2017, we acquired the remaining interests in Universal Studios Japan that we did not already own for $2.3 billion. The acquisition was funded through cash on hand and borrowings under our commercial paper program. Because we maintained control of Universal Studios Japan, the difference between the consideration transferred and the recorded value of the noncontrolling interests, as well as the related tax and accumulated other comprehensive income impacts, were recorded to additional paid-in capital.

2016

DreamWorks Animation

On August 22, 2016, we acquired all of the outstanding stock of DreamWorks Animation for $3.8 billion. DreamWorks Animation’s stockholders received $41 in cash for each share of DreamWorks Animation common stock. DreamWorks Animation creates animated feature films, television series and specials, live entertainment, and related consumer products. The results of operations for DreamWorks Animation are reported in our Filmed Entertainment segment following the acquisition date.

Allocation of Purchase Price

The transaction was accounted for under the acquisition method of accounting and, accordingly, the assets and liabilities are to be recorded at their fair market values as of the acquisition date. We recorded the acquired assets and liabilities of DreamWorks Animation at their estimated fair values based on valuation analyses. In valuing acquired assets and liabilities, fair value estimates were primarily based on Level 3 inputs, including future expected cash flows, market rate assumptions and discount rates. The fair value of the assumed debt was primarily based on quoted market values. The fair value of the liability related to a tax receivable agreement that DreamWorks Animation had previously entered into with one of its former stockholders (the “tax receivable agreement”) was based on the contractual settlement provisions in the agreement. Further, we recorded deferred income taxes based on the tax basis of the acquired net assets and the valuation allowances based on the expected use of net operating loss carryforwards. The goodwill is not deductible for tax purposes. In 2017, we updated the allocation of purchase price for DreamWorks Animation based on final valuation analyses, which primarily resulted in increases to noncontrolling interests, intangible assets and goodwill, and decreases to working capital and deferred income tax assets. The changes did not have a material impact on our consolidated financial statements.

The table below presents the allocation of the purchase price to the assets and liabilities of DreamWorks Animation.



Allocation of Purchase Price
(in millions)
Film and television costs	$	838
Intangible assets	396
Working capital	156
Debt	(381		)
Tax receivable agreement	(146		)
Deferred income taxes	291
Other noncurrent assets (liabilities)	170
Identifiable net assets (liabilities) acquired	1,324
Noncontrolling interests	(337		)
Goodwill (see Note 9)	2,786
Cash consideration transferred	$	3,773

The tax receivable agreement was settled immediately following the acquisition and the payment was recorded as an operating activity in our consolidated statement of cash flows in 2016. We also repaid all of the assumed debt of DreamWorks Animation in 2016.

Revenue and net income attributable to the acquisition of DreamWorks Animation were not material for 2017 or 2016.

2015

Universal Studios Japan

On November 13, 2015, NBCUniversal acquired a 51% economic interest in Universal Studios Japan for $1.5 billion. Universal Studios Japan is a consolidated subsidiary of NBCUniversal, and its operations are reported in our Theme Parks segment. The acquisition was funded through cash on hand and borrowings under our commercial paper program. In our allocation of purchase price for this acquisition, we recorded goodwill of $5.1 billion, long-term debt of $3.3 billion and noncontrolling interests of $1.4 billion.

Time Warner Cable Merger and Related Divestiture Transactions

On April 24, 2015, we and Time Warner Cable Inc. terminated our planned merger, and we terminated our related agreement with Charter Communications, Inc. to spin off, exchange and sell certain cable systems. In connection with these proposed transactions, we incurred incremental transaction-related expenses of $198 million in 2015, which was primarily in other operating and administrative expenses.

NBCUniversal Media LLC [Member]

Business Acquisition [Line Items]

Significant Transactions

Note 4: Significant Transactions

2017

FCC Spectrum Auction

On April 13, 2017, the Federal Communications Commission announced the results of its spectrum auction. In the auction, we relinquished our spectrum rights in the New York, Philadelphia and Chicago designated market areas (“DMAs”) where NBC and Telemundo had overlapping spectrum. We received proceeds of $482 million in July 2017, which were recorded in other investing activities in our consolidated statement of cash flows. We recognized a pretax gain of $337 million in other operating gains in 2017. NBC and Telemundo stations will share broadcast signals in these DMAs.

Universal Studios Japan

On April 6, 2017, we acquired the remaining interests in Universal Studios Japan that we did not already own for $2.3 billion. The acquisition was funded through borrowings under our revolving credit agreement with Comcast. Because we maintained control of Universal Studios Japan, the difference between the consideration transferred and the recorded value of the noncontrolling interests, as well as the related accumulated other comprehensive income impacts, were recorded to additional paid-in capital.

2016

DreamWorks Animation

On August 22, 2016, Comcast acquired all of the outstanding stock of DreamWorks Animation for $3.8 billion. DreamWorks Animation’s stockholders received $41 in cash for each share of DreamWorks Animation common stock. DreamWorks Animation creates animated feature films, television series and specials, live entertainment, and related consumer products.

Following the acquisition, Comcast converted DreamWorks Animation to a limited liability company and contributed its equity to us as a capital contribution. The net assets contributed to us excluded deferred income taxes and other tax-related items recorded by Comcast. The results of operations for DreamWorks Animation are reported in our Filmed Entertainment segment following the acquisition date and are presented as if the initial equity contribution occurred on the date of Comcast’s acquisition.

Allocation of Purchase Price

The transaction was accounted for under the acquisition method of accounting and, accordingly, the assets and liabilities are to be recorded at their fair market values as of the acquisition date. We recorded the acquired assets and liabilities of DreamWorks Animation at their estimated fair values based on valuation analyses. In valuing acquired assets and liabilities, fair value estimates were primarily based on Level 3 inputs including future expected cash flows, market rate assumptions and discount rates. The fair value of the assumed debt was primarily based on quoted market values. The fair value of the liability related to a tax receivable agreement that DreamWorks Animation had previously entered into with one of its former stockholders (the “tax receivable agreement”) was based on the contractual settlement provisions in the agreement. In 2017, we updated the allocation of purchase price for DreamWorks Animation based on final valuation analyses, which primarily resulted in increases to noncontrolling interests, intangible assets and goodwill, and a decrease to working capital. The changes did not have a material impact on our consolidated financial statements.

The table below presents the allocation of the purchase price to the assets and liabilities of DreamWorks Animation.



Allocation of Purchase Price
(in millions)
Film and television costs	$	838
Intangible assets	396
Working capital	156
Debt	(381		)
Tax receivable agreement^(a)	(146		)
Other noncurrent assets (liabilities) and other^(b)	461
Identifiable net assets (liabilities) acquired	1,324
Noncontrolling interests	(337		)
Goodwill (see Note 9)	2,786
Cash consideration transferred by Comcast	$	3,773


(a)	The tax receivable agreement was settled immediately following the acquisition and the payment was recorded as an operating activity in our consolidated statement of cash flows in 2016. Comcast made a separate cash capital contribution of $146 million to fund the settlement, which was recorded as a financing activity in our consolidated statement of cash flows.


(b)	Other included $279 million recorded to member’s capital that represented deferred income tax assets and other tax-related items recorded by Comcast but excluded from the net assets contributed to us.

Revenue and net income attributable to the acquisition of DreamWorks Animation were not material for 2017 or 2016.

2015

Universal Studios Japan

On November 13, 2015, we acquired a 51% economic interest in Universal Studios Japan for $1.5 billion. Universal Studios Japan is a consolidated subsidiary and its operations are reported in our Theme Parks segment. The acquisition was funded through cash on hand and borrowings under our commercial paper program. In our allocation of purchase price for this acquisition, we recorded goodwill of $5.1 billion, long-term debt of $3.3 billion and noncontrolling interests of $1.4 billion.