Comcast 2012 Annual Report Download - page 90

Table of Contents
Consideration Transferred
Allocation of Purchase Price
Income Taxes
We are responsible for the tax matters of both NBCUniversal Holdings and NBCUniversal, including the filing of returns and the
administering of any proceedings with taxing authorities. See Note 15 for additional information on the partnership structure of
NBCUniversal Holdings and NBCUniversal. GE has indemnified us and NBCUniversal Holdings for any income tax liability
attributable to the NBCUniversal contributed businesses for periods prior to the acquisition date. We have also indemnified GE and
NBCUniversal Holdings for any income tax liability attributable to the Comcast Content Business for periods prior to the acquisition
date.
NBCUniversal recognized net deferred income tax liabilities of $35 million in the allocation of purchase price, which related primarily
to acquired intangible assets in state and foreign jurisdictions. In addition, Comcast recognized $576 million of deferred tax liabilities
in connection with the NBCUniversal transaction. Because we maintained control of the Comcast Content Business, the excess of
fair value received over historical book value and the related tax impact were recorded to additional paid-in capital.
We agreed to share with GE certain tax benefits as they are realized that relate to the form and structure of the transaction. These
payments to GE are contingent on us realizing tax benefits in the future and are accounted for as contingent consideration. See Note
10 for additional information on the fair value of this contingent consideration as of December 31, 2012.
Goodwill
Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired and represents the
future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition,
including assembled workforce, noncontractual relationships, and agreements between us and NBCUniversal. Due to the
partnership structure of NBCUniversal Holdings, goodwill related to the NBCUniversal transaction is not deductible for tax purposes.
(in millions)
Cash
$
6,120
Fair value of 49% of the Comcast Content Business
4,308
Fair value of contingent consideration
590
Fair value of redeemable noncontrolling interest associated with net assets acquired
13,071
Total
$
24,089
(in millions)
Film and television costs
$
5,049
Investments
4,339
Property and equipment
2,322
Intangible assets
14,585
Working capital
(1,734
)
Long
-
term debt
(9,115
)
Deferred income tax liabilities
(35
)
Other noncurrent assets and liabilities
(2,005
)
Noncontrolling interests acquired
(262
)
Fair value of identifiable net assets acquired
13,144
Goodwill
10,945
Total
$
24,089
87
Comcast 2012 Annual Report on Form 10-
K