5. GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS:

Goodwill, which arises from the purchase price exceeding the assigned value of the net assets of an acquired business, represents the value attributable to unidentifiable intangible elements being acquired. Goodwill totaled $1,074.0 million and $660.1 million at December 31, 2012 and 2011, respectively. The change in the carrying amount of goodwill related to continuing operations was as follows (in thousands):

	Broadcast			Other Operating Divisions		Consolidated
Balance at December 31, 2010
Goodwill	$	1,070,202		$	3,388	$	1,073,590
Accumulated impairment losses	(413,573		)	—		(413,573		)
	656,629			3,388		660,017
Acquisition of other operating divisions companies (a)	—			100		100
Balance at December 31, 2011 (d)
Goodwill (a)	1,070,202			3,488		1,073,690
Accumulated impairment losses	(413,573		)	—		(413,573		)
	656,629			3,488		660,117
Acquisition of television stations (b)	425,822			—		425,822
Reclassification of goodwill to assets held for sale (c)	(11,907		)	—		(11,907		)
Balance at December 31, 2012 (d)
Goodwill	1,484,117			3,488		1,487,605
Accumulated impairment losses	(413,573		)	—		(413,573		)
	$	1,070,544		$	3,488	$	1,074,032

(a) In May 2011 we recorded $0.1 million of goodwill when we acquired the Ring of Honor wrestling franchise.

(b) In 2012, we acquired goodwill as a result of acquisitions as discussed in Note 2. Acquisitions.

(c) In 2012, we reclassified goodwill to assets held for sale as a result of the pending sales of WLAJ-TV in Lansing, Michigan, and WLWC-TV in Providence, Rhode Island as discussed in Discontinued Operations under Note 1. Nature of Operations and Summary of Significant Accounting Policies.

(d) Approximately $6.4 million of goodwill relates to consolidated VIEs as of December 31, 2012 and 2011.

As of December 31, 2012 and 2011, the carrying amount of our broadcast licenses related to continuing operations was as follows (in thousands):

	2012			2011
Beginning balance	$	47,002		$	47,375
Broadcast license impairment charge	—			(398		)
Acquisition of television stations (a)	38,924			25
Reclassification of broadcast license to assets held for sale (b)	(804		)	—
Ending balance (c)	$	85,122		$	47,002

(a) In 2012, we acquired broadcast licenses as a result of acquisitions as discussed in Note 2. Acquisitions. In 2011, Cunningham, a VIE for which we consolidate, acquired the license assets of WDBB-TV, in Birmingham, Alabama.

(b) In 2012, we reclassified the broadcast license of WLAJ-TV in Lansing, Michigan and WLWC-TV in Providence, Rhode Island to assets held for sale as discussed in Discontinued Operations under Note 1. Nature of Operations and Summary of Significant Accounting Policies.

(c) Approximately $14.9 million and $4.2 million of broadcast licenses relate to consolidated VIEs as of December 31, 2012 and 2011, respectively.

We did not have any indicators of impairment in the first, second or third quarters of 2012 and therefore did not perform interim impairment tests for goodwill or broadcast licenses during those periods. We performed our annual impairment tests in the fourth quarter of 2012 based on the new guidance for testing goodwill and indefinite-lived intangible assets for impairment, and we did not recognize any impairment to goodwill or broadcast licenses in 2012 as a result of our qualitative and/or quantitative assessments. Based on the results of our annual qualitative assessment for goodwill impairment performed in 2012, we concluded that we would need to perform a quantitative “Step 1” test for three of our markets which had aggregate goodwill of $79.5 million as of October 1, 2012, the date of our annual impairment test. These markets had a decrease in operating results for the past few years and therefore, we estimated the fair value of these reporting units based on a market approach and income approach. For all three markets, the fair value of the reporting unit exceeded the respective carrying value by more than 10%. For all our other reporting units, we concluded based on the qualitative assessment that it was more likely than not that the fair values of these reporting units would sufficiently exceed their carrying values and it was not necessary to perform the quantitative two-step method.

We did not have any indicators of impairment in the first, second or third quarters of 2011 and therefore did not perform interim impairment tests for goodwill during those periods. In the first quarter 2011, we recorded an impairment charge of $0.4 million for our broadcast licenses due to anticipated increase in costs for one of our stations as a result of converting to full power. We performed our annual impairment tests in the fourth quarter of 2011, and did not recognize any impairment as a result of the assessments. Based on the annual qualitative assessment for goodwill impairment performed in 2011, we concluded that it was more likely than not that the fair values of all reporting units would sufficiently exceed their carrying value and thus it was not necessary to perform the quantitative two-step method.

The qualitative factors for our reporting units reviewed during our 2012 and 2011 assessments, with the exception of the three markets in which we performed a quantitative assessment, indicated stable or improving margins and favorable or stable forecasted economic conditions including stable discount rates and comparable business multiples. Additionally, the results of prior quantitative assessments supported significant excess fair value over carrying value of our reporting units.

As a result of our 2010 annual impairment test, we recorded an impairment charge related to our broadcast licenses of $4.6 million. Broadcast licenses were impaired in 7 of 35 markets and were primarily the result of additional cash outflows for increased signal strength necessary to maintain competitive market positions. There was no impairment to goodwill in 2010 as all of our reporting units had fair values in excess of carrying values.

The carrying value, fair value and impairment loss of the broadcast licenses which were impaired during 2011 and 2010 were as follows (in thousands):

			Fair Value Measurements Using
Description	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Impairment Losses
Year Ended December 31, 2011
Broadcast licenses (a)	$	1,265	$	—	$	—	$	1,265	$	398

Year Ended December 31, 2010
Broadcast licenses (a)	$	14,850	$	—	$	—	$	14,850	$	4,613

(a) The fair value above represents the fair value of the broadcast licenses that were impaired in 2011 and 2010 and written down to fair value. It excludes carrying values of $45.7 million and $32.5 million related to broadcast licenses as of December 31, 2011 and 2010, respectively, which were not impaired during those years and had fair values in excess of carrying value.

The key assumptions used to determine the fair value of our broadcast licenses consist of discount rates, estimated market revenues, normalized market share, normalized profit margin, and estimated start-up costs. The qualitative factors for our broadcast licenses indicated an increase in market revenues, stable market shares and stable cost factors from 2011 to 2012. The revenue, expense and constant growth rates used in determining the fair value of our broadcast licenses increased slightly from 2010 to 2011. The growth rates are based on market studies, industry knowledge and historical performance. The discount rates used to determine the fair value of our broadcast licenses did not change significantly from 2011 to 2012 or 2010 to 2011. The discount rate is based on a number of factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure for a television station, and includes adjustments for market risk and company specific risk.

The following table shows the gross carrying amount and accumulated amortization of definite-lived intangibles related to continuing operations (in thousands):

	As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net

Amortized intangible assets:
Network affiliation (a)	$	580,929	$	(160,166	)	$	420,763
Decaying advertiser base (b)	178,094		(121,919		)	56,175
Other (c)	195,103		(48,635		)	146,468
Total	$	954,126	$	(330,720	)	$	623,406

	As of December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net

Amortized intangible assets:
Network affiliation	$	244,900	$	(141,202	)	$	103,698
Decaying advertiser base	122,375		(115,897		)	6,478
Other (d)	106,243		(41,078		)	65,165
Total	$	473,518	$	(298,177	)	$	175,341

(a) The increase in network affiliation assets includes amounts from acquisitions of $343.0 million. See Note 2. Acquisitions for more information. Amounts also reflect the reclassification of the amounts related to WLAJ-TV and WLWC-TV to assets held for sale of $6.9 million. See Discontinued Operations under Note 1. Nature of Operations and Summary of Significant Accounting Policies for more information.

(b) The increase in decaying advertiser base includes amounts from acquisitions of $56.9 million. See Note 2. Acquisitions for more information. Amounts also reflect the reclassification of the amounts related to WLAJ-TV and WLWC-TV to assets held for sale of $1.2 million. See Discontinued Operations under Note 1. Nature of Operations and Summary of Significant Accounting Policies for more information.

(c) The increase in other intangible assets includes the amounts from acquisitions of $79.4 million. See Note 2. Acquisitions for more information. Amounts also reflect the reclassification of the amounts related to WLAJ-TV and WLWC-TV to assets held for sale of $3.1 million. See Discontinued Operations under Note 1. Nature of Operations and Summary of Significant Accounting Policies for more information. The increase also includes the purchase of additional alarm monitoring contracts of $13.9 million, which is included in the other operating divisions segment.

(d) During 2011, we purchased $8.9 million, in additional alarm monitoring contracts related to a business within our other operating divisions.

Definite-lived intangible assets and other assets subject to amortization are being amortized on a straight-line basis over their estimated useful lives which generally range from 5 to 25 years. The total weighted average useful life of all definite-lived intangible assets and other assets subject to amortization acquired as a result of the acquisitions discussed in Note 2. Acquisitions is 14 years. The amortization expense of the definite-lived intangible assets for the years ended December 31, 2012, 2011 and 2010 was $38.1 million, $18.2 million and $18.8 million, respectively. We analyze specific definite-lived intangibles for impairment when events occur that may impact their value in accordance with the respective accounting guidance for long-lived assets. There were no impairment charges recorded for the years ended December 31, 2012, 2011 and 2010.

The following table shows the estimated amortization expense of the definite-lived intangible assets for the next five years (in thousands):

For the year ended December 31, 2013	$	56,741
For the year ended December 31, 2014	55,634
For the year ended December 31, 2015	55,325
For the year ended December 31, 2016	55,111
For the year ended December 31, 2017	54,658
Thereafter	345,937
	$	623,406