Goodwill and Intangible Assets, Net.

Goodwill consists of the following:



	December 31, 2016
	Automotive			Energy			Railcar		Gaming			Mining			Food Packaging		Consolidated
	(in millions)
Gross carrying amount, January 1	$	1,457		$	930		$	7	$	—		$	6		$	3	$	2,403
Acquisitions	205			—			—		3			—			1		209
Foreign exchange	—			—			—		—			—			—		—
Gross carrying amount, December 31	1,662			930			7		3			6			4		2,612

Accumulated impairment, January 1	(537		)	(356		)	—		—			(6		)	—		(899		)
Impairment	—			(574		)	—		(3		)	—			—		(577		)
Accumulated impairment, December 31	(537		)	(930		)	—		(3		)	(6		)	—		(1,476		)

Net carrying value, December 31	$	1,125		$	—		$	7	$	—		$	—		$	4	$	1,136



	December 31, 2015
	Automotive			Energy			Railcar		Mining			Food Packaging		Consolidated
	(in millions)
Gross carrying amount, January 1	$	1,389		$	930		$	7	$	—		$	3	$	2,329
Acquisitions	74			—			—		6			—		80
Foreign exchange	(6		)	—			—		—			—		(6		)
Gross carrying amount, December 31	1,457			930			7		6			3		2,403

Accumulated impairment, January 1	(225		)	(103		)	—		—			—		(328		)
Impairment	(312		)	(253		)	—		(6		)	—		(571		)
Accumulated impairment, December 31	(537		)	(356		)	—		(6		)	—		(899		)

Net carrying value, December 31	$	920		$	574		$	7	$	—		$	3	$	1,504

Intangible assets, net consists of the following:



	December 31, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
	(in millions)
Definite-lived intangible assets:
Customer relationships	$	1,060	$	(472	)	$	588	$	1,041	$	(408	)	$	633
Developed technology	142		(104		)	38		144		(90		)	54
In-place leases	121		(83		)	38		121		(73		)	48
Gasification technology license	60		(11		)	49		60		(9		)	51
Other	46		(21		)	25		44		(20		)	24
	$	1,429	$	(691	)	$	738	$	1,410	$	(600	)	$	810
Indefinite-lived intangible assets:
Trademarks and brand names						$	304						$	260
Gaming licenses						38							38
						342							298
Intangible assets, net						$	1,080						$	1,108

We recorded amortization expense associated with definite-lived intangible assets for the years ended December 31, 2016, 2015 and 2014 of $91 million, $92 million and $83 million, respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets.

The estimated future amortization expense for our definite-lived intangible assets is as follows:



Year	Amount
	(in millions)
2017	$	91
2018	82
2019	81
2020	80
2021	71
Thereafter	333
	$	738

Acquisitions of Businesses

In addition to below, acquisitions of businesses are further discussed in Note 1, "Description of Business and Basis of Presentation - Acquisitions of Businesses."

Automotive

During the first quarter of 2016, we acquired Pep Boys and allocated $48 million to trademarks and brand names, $19 million to customer relationships, $3 million to other definite-lived intangible assets and $199 million to goodwill as of the acquisition date. None of the goodwill is expected to be deductible for income tax purposes. We continue to finalize the valuation of the Pep Boys acquisition and have recorded provisional amounts based on preliminary estimates of fair value of net assets acquired, including goodwill. The provisional measurements of net assets are subject to change as we finalize the purchase price allocation.

Gaming

During the first quarter of 2016, we acquired TER and allocated $13 million to trademarks and brand names, $1 million to customer relationships and $3 million to goodwill as of the acquisition date. Additionally, as discussed in Note 1, "Description of Business and Basis of Presentation," the Trump Taj Mahal closed and ceased its casino and hotel operations on October 10, 2016. As a result of this triggering event, for the year ended December 31, 2016, we recorded an intangible asset impairment charge of $13 million, which represented the full amount of the trademark and brand names intangible assets allocated to TER and a goodwill impairment charge of $3 million, which represented the full amount of goodwill allocated to TER.

Impairment of Goodwill

We base the fair value of our reporting units on consideration of various valuation methodologies, including projecting future cash flows discounted at rates commensurate with the risks involved ("DCF"). Assumptions used in a DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on current plans and for years beyond that plan, the estimates are based on assumed growth rates. We believe that our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in a DCF are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from our analysis of peer companies and consider the industry weighted average return on debt and equity from a market participant perspective.

Automotive

We perform the annual goodwill impairment test for our Automotive segment as of October 1 of each year, or more frequently if impairment indicators exist. The first step of the impairment analysis involves comparing the fair values of our Automotive segment's reporting units' assets to their respective carrying values to determine the potential for goodwill impairment. The second step of the impairment test, if necessary, involves quantifying the level of goodwill impairment.

As a result of our annual goodwill impairment analysis for our Automotive segment in 2015, our Automotive segment's motorparts reporting unit failed "Step 1" of the goodwill impairment analysis. Based on "Step 2" of the goodwill impairment analysis of our Automotive segment's motorparts reporting unit, we recorded a goodwill impairment charge of $312 million for the year ended December 31, 2015. Additionally, as a result of our recoverability analysis, there were no indications of impairment related to long-lived assets for our Automotive segment’s motorparts reporting unit for the year ended December 31, 2015.

Based on "Step 1" of our annual goodwill impairment tests of our Automotive segment's reporting units as of October 1, 2016, the fair values of all of our reporting units within our Automotive segment were substantially in excess of their carrying values, except for our motorparts reporting unit whose fair value exceeded its carrying value by approximately 7%. Our motorparts reporting unit had $349 million of goodwill allocated to it as of December 31, 2016.

Energy

We perform the annual goodwill impairment test for our Energy segment as of April 30 of each year, or more frequently if impairment indicators exist. The first step of the impairment analysis involves comparing the fair values of our Energy segment's reporting units' assets to their respective carrying values to determine the potential for goodwill impairment. The second step of the impairment test, if necessary, involves quantifying the level of goodwill impairment.

During the fourth quarter of 2014, based on certain negative trends occurring in the energy markets, particularly with respect to the significant volatility in the oil markets as a result of a drop in forecasted worldwide demand for crude oil supply and inventories, we determined that goodwill impairment indicators existed in both of our Energy segment's petroleum and fertilizer reporting units. Accordingly, we performed a "Step 1" goodwill impairment analysis for our Energy segment's reporting units as of December 1, 2014. Our Energy segment’s petroleum reporting unit passed “Step 1” of the goodwill impairment analysis, and therefore, we did not perform “Step 2” of the goodwill impairment analysis for this reporting unit. However, our Energy segment's fertilizer reporting unit failed "Step 1" of the goodwill impairment analysis and as a result we performed "Step 2" of the goodwill impairment analysis. Based on "Step 2" results of the goodwill impairment analysis, we recognized a preliminary impairment charge of $103 million for our Energy segment's fertilizer reporting unit for the year ended December 31, 2014.

During the fourth quarter of 2015, due to worsening sales trends for our Energy segment's fertilizer reporting unit, we performed an interim goodwill impairment analysis. Based on this analysis, our Energy segment recognized a goodwill impairment charge of $253 million, which represented the full amount of the remaining goodwill allocated to the fertilizer reporting unit.

During the first quarter of 2016, due to worsening sales trends for our Energy segment's petroleum reporting unit, we performed an interim goodwill impairment analysis. Based on this analysis, our Energy segment recognized a goodwill impairment charge of $574 million, which represented the full amount of the remaining goodwill allocated to the petroleum reporting unit.

Gaming

As discussed above, in connection with the closing of the Trump Taj Mahal, we recorded a goodwill impairment charge of $3 million in 2016, which represented the full amount of goodwill allocated to TER.

Mining

During the fourth quarter of 2015, due to worsening demand and price trends for iron ore affecting our Mining segment, we performed an interim goodwill impairment analysis. Based on this analysis, our Mining segment recognized a goodwill impairment charge of $6 million, which represented the full amount of the goodwill allocated to the segment.