FAIR VALUE MEASUREMENTS:

6 Months Ended

Jun. 30, 2012

FAIR VALUE MEASUREMENTS:

FAIR VALUE MEASUREMENTS:

8.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 for the periods presented (in thousands):

	As of June 30, 2012				As of December 31, 2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
Level 2:
9.25% Senior Second Lien Notes due 2017	$	489,763	$	555,625	$	489,052	$	549,690
8.375% Senior Notes due 2018	234,678		259,501		234,512		246,884
Term Loan A	268,188		266,176		115,000		112,700
Term Loan B	583,533		591,169		217,002		221,700
Cunningham Bank Credit Facility	5,483		5,483		10,967		11,100
Level 3:
4.875% Convertible Senior Notes due 2018	5,685		5,685		5,685		5,685
3.0% Convertible Senior Notes due 2027	5,400		5,400		5,400		5,400
Active program contracts payable	61,391		58,582		91,450		88,699
Future program liabilities (a)	166,407		139,294		125,075		105,166

(a)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 carrying value reflects the undiscounted future payments.

Our estimates of the fair value 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.  The discount rate used to determine the fair value of active and future program liabilities was 8.0% as of June 30, 2012 and December 31, 2011. Significant increases (decreases) in the discount rate would result in a significantly lower (higher) fair value measurement.