FAIR VALUE MEASUREMENTS:

9 Months Ended

Sep. 30, 2011

FAIR VALUE MEASUREMENTS:

FAIR VALUE MEASUREMENTS:

7. FAIR VALUE MEASUREMENTS:

Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).  A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value.  The following is a brief description of those three levels:

· Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.  These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

· Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The carrying value and fair value of our notes, debentures, program contracts payable and non-cancelable commitments as of September 30, 2011 and December 31, 2010 were as follows (in thousands):

	September 30, 2011				December 31, 2010
	Carrying Value		Fair Value		Carrying Value		Fair Value
6.0% Convertible Subordinated Debentures due 2012 (a)	$	—	$	—	$	66,019	$	70,385
4.875% Convertible Senior Notes due 2018	5,801		5,801		5,685		5,685
3.0% Convertible Senior Notes due 2027	5,400		5,400		5,400		5,400
8.375% Senior Notes due 2018	242,873		244,239		246,493		258,750
9.25% Senior Secured Second Lien Notes due 2017	488,705		525,520		487,724		544,690
Bank Credit Agreement, Term Loan A	115,000		114,713		—		—
Bank Credit Agreement, Term Loan B	217,597		219,187		264,352		273,240
Cunningham Bank Credit Facility	13,708		13,893		21,933		22,452
Active program contracts payable	105,064		96,967		97,894		89,145
Future program liabilities (b)	116,707		91,566		88,510		72,823

(a)On April 15, 2011, we completed the redemption of all $70.0 million of these debentures at face value.  We used the proceeds from the Term Loan A issuance to pay for the redemption.

(b) Future program liabilities reflect a license agreement for program material that is not yet available for its first showing or telecast and is, therefore, not recorded as an asset or liability on our balance sheet.

The fair value of our 8.375% Notes and 9.25% Notes is determined using quoted prices.  The carrying value of our 3.0% and 4.875% Notes approximates their fair value.  Our Term Loan A, Term Loan B and Cunningham’s bank credit facility are fair valued using Level 2 hierarchy inputs described above.

Our estimates of active program contracts payable and future program liabilities were based on discounted cash flows using Level 3 inputs described above.  The discount rate represents an estimate of a market participants return and risk applicable to program contracts.