FAIR VALUE MEASUREMENTS:

3 Months Ended

Mar. 31, 2013

FAIR VALUE MEASUREMENTS:

FAIR VALUE MEASUREMENTS:

8.     FAIR VALUE MEASURMENTS:

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 programming commitments for the periods presented (in thousands):

	March 31, 2013				December 31, 2012
	Carrying Value		Fair Value		Carrying Value		Fair Value
Level 2:
9.25% Senior Second Lien Notes due 2017	$	490,900	$	543,125	$	490,517	$	552,500
8.375% Senior Notes due 2018	234,942		265,440		234,853		265,886
6.125% Senior Unsecured Notes due 2022	500,000		525,625		500,000		533,125
Term Loan A	258,047		258,047		263,875		262,556
Term Loan B	579,509		585,900		580,850		589,125
Deerfield Bank Credit Facility	25,301		25,536		19,950		19,950
Level 3
Active program contracts payable	82,129		78,882		104,356		102,768
Future program liabilities (a)	186,038		158,680		140,535		120,922

(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 in the table above, 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 March 31, 2013 and December 31, 2012. Significant increases (decreases) in the discount rate would result in a significantly lower (higher) fair value measurement.

Not included in the table above are the fair values and carrying values for our 4.875% Notes and 3.0% Notes, which we believe their fair values approximate their carrying values based on discounted cash flows using Level 3 inputs described above.

Additionally, Cunningham, one of our consolidated VIEs has investments in marketable securities which are recorded at fair value using Level 1 inputs described above. As of March 31, 2013 and December 31, 2012, $7.6 million and $6.4 million were included in other assets in our consolidated balance sheets.