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Significant Transactions | 3 Months Ended
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Mar. 31, 2017
Business Acquisition [Line Items] |
Significant Transactions | Significant Transactions FCC Spectrum Auction On April 13, 2017, the Federal Communications Commission (“FCC”) announced the results of its spectrum auction. In the auction, NBCUniversal agreed to relinquish FCC licenses for spectrum in the New York, Philadelphia and Chicago designated market areas (“DMAs”) and will receive proceeds of $482 million. As of March 31, 2017, the book value of these licenses was $144 million and was recorded in other current assets in the condensed consolidated balance sheet. NBCUniversal will share broadcast signals for its NBC and Telemundo stations in these DMAs. In connection with the auction, we also agreed to acquire $1.7 billion of spectrum. We had previously made a deposit of $1.8 billion to participate in the auction, which was recorded in other intangible assets in the condensed consolidated balance sheet as of March 31, 2017. Universal Studios Japan On April 6, 2017, we acquired the remaining interests in Universal Studios Japan that we did not already own for approximately $2.3 billion. The acquisition was funded through cash on hand and borrowings under our commercial paper program. During the second quarter of 2017, we obtained commitments from lenders to refinance the Universal Studios Japan term loans, which we expect will, among other things, increase the borrowings, extend the maturity date and include a guarantee from us. We expect to use a portion of the Universal Studios Japan term loans proceeds to repay a portion of amounts outstanding under our commercial paper program. 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. Preliminary 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 preliminary 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 the deferred income taxes based on our estimates of 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. During the three months ended March 31, 2017, we updated the preliminary allocation of purchase price for DreamWorks Animation, which primarily resulted in increases to intangible assets, noncontrolling interests and goodwill and a decrease in deferred income tax assets. The changes did not have a material impact on our condensed consolidated financial statements. We may adjust these amounts further as valuations are finalized and we obtain information necessary to complete the analyses, but no later than one year from the acquisition date. The table below presents the preliminary allocation of the purchase price to the assets and liabilities of DreamWorks Animation.
Preliminary Allocation of Purchase Price
(in millions) |
Film and television costs | $ | 854 |
Intangible assets | 362 |
Working capital | 232 |
Debt | (381 | )
Tax receivable agreement | (146 | )
Deferred income taxes | 293 |
Other noncurrent assets and liabilities | 114 |
Identifiable net assets (liabilities) acquired | 1,328 |
Noncontrolling interests | (337 | )
Goodwill | 2,782 |
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 condensed consolidated statement of cash flows in the third quarter of 2016. In addition, we repaid all of the assumed debt of DreamWorks Animation in the third quarter of 2016. Revenue and net income attributable to the acquisition of DreamWorks Animation were not material for the three months ended March 31, 2017.
NBCUniversal Media LLC [Member] |
Business Acquisition [Line Items] |
Significant Transactions | Significant Transactions FCC Spectrum Auction On April 13, 2017, the Federal Communications Commission (“FCC”) announced the results of its spectrum auction. In the auction, we agreed to relinquish FCC licenses for spectrum in the New York, Philadelphia and Chicago designated market areas (“DMAs”) and will receive proceeds of $482 million. As of March 31, 2017, the book value of these licenses was $144 million and was recorded in other current assets in the condensed consolidated balance sheet. We will share broadcast signals for our NBC and Telemundo stations 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 approximately $2.3 billion. The acquisition was funded through borrowings under our revolving credit agreement with Comcast. During the second quarter of 2017, we obtained commitments from lenders to refinance the Universal Studios Japan term loans, which we expect will, among other things, increase the borrowings, extend the maturity date and include a guarantee from Comcast. We expect to use a portion of the Universal Studios Japan term loans proceeds to repay a portion of amounts outstanding under our revolving credit agreement with Comcast. 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. Preliminary 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 preliminary 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. During the three months ended March 31, 2017, we updated the preliminary allocation of purchase price for DreamWorks Animation, which primarily resulted in increases to intangible assets, noncontrolling interests and goodwill. The changes did not have a material impact on our condensed consolidated financial statements. We may adjust these amounts further as valuations are finalized and we obtain information necessary to complete the analyses, but no later than one year from the acquisition date. The table below presents the preliminary allocation of the purchase price to the assets and liabilities of DreamWorks Animation.
Preliminary Allocation of Purchase Price
(in millions) |
Film and television costs | $ | 854 |
Intangible assets | 362 |
Working capital | 232 |
Debt | (381 | )
Tax receivable agreement(a) | (146 | )
Other noncurrent assets and liabilities and other(b) | 407 |
Identifiable net assets (liabilities) acquired | 1,328 |
Noncontrolling interests | (337 | )
Goodwill | 2,782 |
Cash consideration transferred | $ | 3,773 |
(a) | The tax receivable agreement was settled immediately following the acquisition and the payment was recorded as an operating activity in our condensed consolidated statement of cash flows in the third quarter of 2016. Comcast made a separate cash capital contribution of $146 million to fund the settlement which was recorded as a financing activity in our condensed consolidated statement of cash flows in the third quarter of 2016.
(b) | Other included $281 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 the three months ended March 31, 2017.

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