
3.	Acquisitions

Lucasfilm

On December 21, 2012, the Company acquired Lucasfilm Ltd. LLC (“Lucasfilm”), a privately held entertainment company. This acquisition will allow Disney to utilize Lucasfilm's content across our multiple platforms, businesses, and markets, which we believe will generate growth as well as significant long-term value.

Under the terms of the merger agreement, Disney issued 37.1 million shares and made a cash payment of $2.2 billion. Based upon the closing price of Disney shares on December 21, 2012 at $50.00, the transaction has a value of $4.1 billion.

The Company is required to allocate the purchase price to the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. The excess of the purchase price over those fair values is recorded as goodwill. The Company is in the process of finalizing the valuation of the assets acquired and liabilities assumed.

The following table summarizes our initial allocation of the purchase price, which is subject to adjustment once the valuations are completed:



(in billions)	Estimated Fair Value
Intangible assets	$	2.6
Goodwill	2.3
Deferred income taxes	(0.8		)
	$	4.1

Intangible assets primarily consist of intellectual property based on the Star Wars franchise with an estimated useful life of approximately 40 years. The goodwill reflects the value to Disney from leveraging Lucasfilm intellectual property across our distribution channels, taking advantage of Disney's established global reach. The goodwill recorded as part of this acquisition is not deductible for tax purposes.

The amounts of revenue and net income of Lucasfilm included in the Company's Condensed Consolidated Statement of Income from the closing date through December 29, 2012 are not material.

Hulu

On October 5, 2012, Hulu LLC (Hulu) redeemed Providence Equity Partners' 10% equity interest in Hulu for $200 million, increasing the Company's ownership interest from 29% to 32%. In connection with the transaction, Hulu incurred a charge of approximately $174 million primarily related to employee equity-based compensation. The Company's share of the charge totaled $55 million and was recorded in equity in the income of investees in the first quarter of fiscal 2013. The Company has guaranteed $107 million of a $338 million five-year term loan which was used by Hulu to finance the transaction. The Company will continue to account for its interest in Hulu as an equity method investment.

Goodwill

The changes in the carrying amount of goodwill for the quarter ended December 29, 2012, are as follows:



	Media Networks			Parks and Resorts		Studio Entertainment			Consumer Products		Interactive			Unallocated		Total
Balance at Sept. 29, 2012	$	16,131		$	172	$	5,680		$	1,794	$	1,333		$	—	$	25,110
Acquisitions	34			—		—			—		22			2,315		2,371
Dispositions	—			—		—			—		—			—		—
Other, net	(20		)	—		(21		)	—		(7		)	—		(48		)
Balance at Dec. 29, 2012	$	16,145		$	172	$	5,659		$	1,794	$	1,348		$	2,315	$	27,433

The carrying amount of goodwill at December 29, 2012 and September 29, 2012 includes accumulated impairments of $29 million at Interactive.

During the quarter ended December 29, 2012, the Company completed the acquisition of Lucasfilm resulting in $2.3 billion of goodwill. The Company is in the process of allocating the goodwill to its operating segments. See the discussion above on the Lucasfilm acquisition.