Note 9: Goodwill and Intangible Assets



Goodwill
				NBCUniversal
(in millions)	Cable Communications			Cable Networks			Broadcast Television		Filmed Entertainment			Theme Parks			Corporate and Other			Total
Balance, December 31, 2014	$	12,217		$	12,948		$	767	$	211		$	982		$	191		$	27,316
Acquisitions^(a)	173			17			39		58			5,373			1			5,661
Adjustments	(1		)	—			—		—			—			—			(1		)
Foreign currency translation	—			(18		)	—		(2		)	(11		)	—			(31		)
Balance, December 31, 2015	12,389			12,947			806		267			6,344			192			32,945
Acquisitions^(b)	82			232			—		2,717			—			1			3,032
Adjustments^(c)	174			—			—		—			(250		)	(181		)	(257		)
Foreign currency translation	—			4			—		9			247			—			260
Balance, December 31, 2016	$	12,645		$	13,183		$	806	$	2,993		$	6,341		$	12		$	35,980


(a)	Acquisitions in 2015 in our Theme Parks segment included the Universal Studios Japan transaction (see Note 5 for additional information).


(b)	Acquisitions in 2016 in our Filmed Entertainment segment primarily included the DreamWorks Animation acquisition (see Note 5 for additional information).


(c)	Adjustments in 2016 primarily included the updated allocation of the purchase price for Universal Studios Japan in our Theme Parks segment (see Note 5 for additional information) and the reclassification of certain operations and businesses from Corporate and Other to our Cable Communications segment.

Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired in a business combination and represents the future economic benefits expected to arise from anticipated synergies and intangible assets acquired that do not qualify for separate recognition, including assembled workforce, noncontractual relationships and other agreements. We assess the recoverability of our goodwill annually, or more frequently whenever events or substantive changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value. We test goodwill for impairment at the reporting unit level. To determine our reporting units, we evaluate the components one level below the segment level and we aggregate the components if they have similar economic characteristics. As a result of this assessment, our reporting units are the same as our five reportable segments. We evaluate the determination of our reporting units used to test for impairment periodically or whenever events or substantive changes in circumstances occur. The assessment of recoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the carrying amount of the reporting unit’s goodwill exceeds its implied fair value. Unless presented separately, the impairment charge is included as a component of amortization expense. We did not recognize any impairment charges in any of the periods presented.



Intangible Assets
		2016					2015
December 31 (in millions)	Weighted-Average Original Useful Life as of December 31, 2016	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Indefinite-Lived Intangible Assets:
Franchise rights	N/A	$	59,364				$	59,364
Trade names	N/A	2,981					2,857
FCC licenses	N/A	651					651
Finite-Lived Intangible Assets:
Customer relationships	19 years	13,478		$	(5,110	)	13,396		$	(4,442	)
Software	4 years	7,017		(3,997		)	6,008		(3,429		)
Cable franchise renewal costs and contractual operating rights	9 years	1,460		(800		)	1,499		(849		)
Patents and other technology rights	7 years	257		(208		)	409		(350		)
Other agreements and rights	15 years	2,443		(898		)	1,994		(798		)
Total		$	87,651	$	(11,013	)	$	86,178	$	(9,868	)

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets consist primarily of our cable franchise rights. Our cable franchise rights represent the values we attributed to agreements with state and local authorities that allow access to homes and businesses in cable service areas acquired in business combinations. We do not amortize our cable franchise rights because we have determined that they meet the definition of indefinite-lived intangible assets since there are no legal, regulatory, contractual, competitive, economic or other factors which limit the period over which these rights will contribute to our cash flows. We reassess this determination periodically or whenever events or substantive changes in circumstances occur. Costs we incur in negotiating and renewing cable franchise agreements are included in other intangible assets and are generally amortized on a straight-line basis over the term of the franchise agreement.

We assess the recoverability of our cable franchise rights and other indefinite-lived intangible assets annually, or more frequently whenever events or substantive changes in circumstances indicate that the assets might be impaired. Our three Cable Communications divisions represent the unit of account we use to test for impairment of our cable franchise rights. We evaluate the unit of account used to test for impairment of our cable franchise rights and other indefinite-lived intangible assets periodically or whenever events or substantive changes in circumstances occur to ensure impairment testing is performed at an appropriate level. The assessment of recoverability may first consider qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. When performing a quantitative assessment, we estimate the fair value of our cable franchise rights and other indefinite-lived intangible assets primarily based on a discounted cash flow analysis that involves significant judgment. When analyzing the fair values indicated under the discounted cash flow models, we also consider multiples of operating income before depreciation and amortization generated by the underlying assets, current market transactions, and profitability information. If the fair value of our cable franchise rights or other indefinite-lived intangible assets was less than the carrying amount, we would recognize an impairment charge for the difference between the estimated fair value and the carrying value of the assets. Unless presented separately, the impairment charge is included as a component of amortization expense. We did not recognize any material impairment charges in any of the periods presented.

Finite-Lived Intangible Assets



Estimated Amortization Expense of Finite-Lived Intangible Assets
(in millions)
2017	$	2,077
2018	$	1,828
2019	$	1,475
2020	$	1,168
2021	$	939

Finite-lived intangible assets are subject to amortization and consist primarily of customer relationships acquired in business combinations, software, cable franchise renewal costs, contractual operating rights and intellectual property rights. Our finite-lived intangible assets are amortized primarily on a straight-line basis over their estimated useful life or the term of the associated agreement.

We capitalize direct development costs associated with internal-use software, including external direct costs of material and services and payroll costs for employees devoting time to these software projects. We also capitalize costs associated with the purchase of software licenses. We include these costs in other intangible assets and generally amortize them on a straight-line basis over a period not to exceed five years. We expense maintenance and training costs, as well as costs incurred during the preliminary stage of a project, as they are incurred. We capitalize initial operating system software costs and amortize them over the life of the associated hardware.

We evaluate the recoverability of our finite-lived intangible assets whenever events or substantive changes in circumstances indicate that the carrying amount may not be recoverable. The evaluation is based on the cash flows generated by the underlying asset groups, including estimated future operating results, trends or other determinants of fair value. If the total of the expected future undiscounted cash flows were less than the carrying amount of the asset group, we would recognize an impairment charge to the extent the carrying amount of the asset group exceeded its estimated fair value. Unless presented separately, the impairment charge is included as a component of amortization expense.

Note 9: Goodwill and Intangible Assets



Goodwill
(in millions)	Cable Networks			Broadcast Television		Filmed Entertainment			Theme Parks			Total
Balance, December 31, 2014	$	12,948		$	767	$	211		$	982		$	14,908
Acquisitions^(a)	17			39		58			5,373			5,487
Foreign currency translation	(18		)	—		(2		)	(11		)	(31		)
Balance, December 31, 2015	12,947			806		267			6,344			20,364
Acquisitions^(b)	232			—		2,717			—			2,949
Adjustments^(c)	—			—		—			(250		)	(250		)
Foreign currency translation	4			—		9			247			260
Balance, December 31, 2016	$	13,183		$	806	$	2,993		$	6,341		$	23,323


(a)	Acquisitions in 2015 in our Theme Parks segment included the Universal Studios Japan transaction (see Note 4 for additional information).


(b)	Acquisitions in 2016 in our Filmed Entertainment segment primarily included the DreamWorks Animation acquisition (see Note 4 for additional information).


(c)	Adjustments in 2016 included the updated allocation of the purchase price for Universal Studios Japan in our Theme Parks segment (see Note 4 for additional information).

Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired in a business combination and represents the future economic benefits expected to arise from anticipated synergies and intangible assets acquired that do not qualify for separate recognition, including assembled workforce, noncontractual relationships and other agreements. We assess the recoverability of our goodwill annually, or more frequently whenever events or substantive changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value. We test goodwill for impairment at the reporting unit level. To determine our reporting units, we evaluate the components one level below the segment level and we aggregate the components if they have similar economic characteristics. As a result of this assessment, our reporting units are the same as our four reportable segments. We evaluate the determination of our reporting units used to test for impairment periodically or whenever events or substantive changes in circumstances occur. The assessment of recoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the carrying amount of the reporting unit’s goodwill exceeds its implied fair value. Unless presented separately, the impairment charge is included as a component of amortization expense. We did not recognize any impairment charges in any of the periods presented.



Intangible Assets
		2016					2015
December 31 (in millions)	Weighted-Average Original Useful Life as of December 31, 2016	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Finite-Lived Intangible Assets:
Customer relationships	19 years	$	13,173	$	(4,952	)	$	13,107	$	(4,291	)
Software	5 years	1,195		(563		)	849		(431		)
Other	15 years	2,345		(1,053		)	1,996		(932		)
Indefinite-Lived Intangible Assets:
Trade names	N/A	2,981					2,857
FCC licenses	N/A	651					651
Total		$	20,345	$	(6,568	)	$	19,460	$	(5,654	)

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets consist of trade names and FCC licenses. We assess the recoverability of our indefinite-lived intangible assets annually, or more frequently whenever events or substantive changes in circumstances indicate that the assets might be impaired. We evaluate the unit of account used to test for impairment of our indefinite-lived intangible assets periodically or whenever events or substantive changes in circumstances occur to ensure impairment testing is performed at an appropriate level. The assessment of recoverability may first consider qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. A quantitative assessment is performed if the qualitative assessment results in a more-likely-than-not determination or if a qualitative assessment is not performed. When performing a quantitative assessment, we estimate the fair value of our indefinite-lived intangible assets primarily based on a discounted cash flow analysis that involves significant judgment. When analyzing the fair values indicated under the discounted cash flow models, we also consider multiples of operating income before depreciation and amortization generated by the underlying assets, current market transactions, and profitability information. If the fair value of our indefinite-lived intangible assets was less than the carrying amount, we would recognize an impairment charge for the difference between the estimated fair value and the carrying value of the assets. Unless presented separately, the impairment charge is included as a component of amortization expense. We did not recognize any material impairment charges in any of the periods presented.

Finite-Lived Intangible Assets



Estimated Amortization Expense of Finite-Lived Intangible Assets
(in millions)
2017	$	946
2018	$	929
2019	$	900
2020	$	873
2021	$	804

Finite-lived intangible assets are subject to amortization and consist primarily of customer relationships acquired in business combinations, intellectual property rights and software. Our finite-lived intangible assets are amortized primarily on a straight-line basis over their estimated useful life or the term of the associated agreement.

We capitalize direct development costs associated with internal-use software, including external direct costs of material and services and payroll costs for employees devoting time to these software projects. We also capitalize costs associated with the purchase of software licenses. We include these costs in intangible assets and generally amortize them on a straight-line basis over a period not to exceed five years. We expense maintenance and training costs, as well as costs incurred during the preliminary stage of a project, as they are incurred. We capitalize initial operating system software costs and amortize them over the life of the associated hardware.