3.	*Acquisitions*

UTV

Pursuant to a delisting offer process governed by Indian law, on February 2, 2012, the Company purchased additional publicly held shares and all of the shares held by the founder of UTV Software Communications Limited (UTV), a media and entertainment company headquartered and publicly traded in India, for $377 million. The Company also assumed approximately $300 million of UTV’s borrowings. The purchase increased the Company’s ownership interest to 93% from 50%. As a result, the Company changed its accounting for UTV from an equity method investment to a consolidated subsidiary. The acquisition of UTV supports the Company’s strategic priority of increasing its brand presence and reach in key international markets.

Upon consolidation, the Company recognized a non-cash gain of $184 million ($116 million after tax) as a result of adjusting the carrying value of the Company’s 50% equity investment to its estimated fair value of $405 million. The gain was recorded in “Other Income” in the Condensed Consolidated Statement of Income. The fair value was determined based on the Company’s internal valuation of the UTV business using an income approach (discounted cash flow model) which the Company believes provides the most appropriate indicator of fair value.

The Company has performed a preliminary allocation of the purchase price to the estimated fair value of the tangible and intangible assets acquired and liabilities assumed. The majority of the purchase price has been allocated to goodwill, which is not amortizable for tax purposes. The goodwill reflects the synergies and increased Indian market penetration expected from combining the operations of UTV and the Company.

In accordance with Indian securities regulation, the Company can be required to purchase any outstanding UTV shares at the election of each remaining UTV shareholder for 1,100 Indian rupees per share until March 16, 2013. To date, the Company has paid $63 million to acquire an incremental 6% interest bringing its ownership percentage to 99%.

Seven TV

On November 18, 2011, the Company acquired a 49% ownership interest in Seven TV, a broadcast television network in Russia for $300 million. Seven TV was converted to an ad-supported, free-to-air Disney Channel in Russia. The Company accounts for its interest in Seven TV as an equity method investment.

AETN

A&E Television Networks LLC (AETN) operates multiple cable broadcasting services and is owned 42.1% by the Company, 42.1% by the Hearst Corporation (Hearst) and 15.8% by NBCUniversal. On July 9, 2012, AETN agreed to redeem NBCUniversal’s entire 15.8% equity interest for approximately $3 billion. Approximately $2.5 billion represents the enterprise value of NBCUniversal’s equity interest in AETN, and the balance of approximately $0.5 billion represents the value of tax benefits expected to be generated as a result of the transaction, which is to be paid to NBCUniversal in accordance with the amended and restated limited liability company agreement of AETN. As a result of the transaction, the Company’s and Hearst’s ownership interest would increase to 50%. The transaction is expected to close prior to the end of calendar 2012 upon the satisfaction of closing conditions. The Company and Hearst will each make a $300 million equity contribution to AETN and each will potentially provide up to $500 million in shareholder loans to assist in financing the transaction. The Company expects that it will continue to account for its interest in AETN as an equity method investment.

Goodwill

The changes in the carrying amount of goodwill for the nine months ended June 30, 2012, are as follows:


	Media Networks			Parks and Resorts		Studio Entertainment			Consumer Products			Interactive			Total
Balance at Oct. 1, 2011	$	15,728		$	172	$	5,284		$	1,797		$	1,164		$	24,145
Acquisitions		445			—		426			—			175			1,046
Dispositions		—			—		(1	)		(3	)		—			(4	)
Other, net		(64	)		—		(60	)		—			(19	)		(143	)

Balance at June 30, 2012	$	16,109		$	172	$	5,649		$	1,794		$	1,320		$	25,044

The carrying amount of goodwill at June 30, 2012 and October 1, 2011 includes accumulated impairments of $29 million at Interactive.