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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2011
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

2) GOODWILL AND INTANGIBLES

The Company performs an annual fair value-based impairment test of goodwill and intangible assets with indefinite lives, primarily comprised of FCC licenses, during the fourth quarter and also between annual tests if an event occurs or if circumstances change that would more likely than not reduce the fair value of a reporting unit or an indefinite-lived intangible asset below its carrying value. Goodwill is tested for impairment at the reporting unit level, which is one level below or the same as an operating segment. The Company early adopted the FASB's amended guidance on goodwill impairment testing for its annual impairment test performed in the fourth quarter of 2011. Under this guidance, the Company may choose to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If based on this assessment the Company determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. For 2011, the Company performed this qualitative assessment for six reporting units that each had an estimated fair value for the 2010 annual impairment test that was in excess of its carrying value by 20% or more. For each reporting unit, the Company weighed the relative impact of factors that are specific to the reporting unit as well as industry and macroeconomic factors. The reporting unit specific factors that were considered included the results of the most recent impairment tests, as well as financial performance and changes to the reporting units' carrying amounts since the most recent impairment tests. For each industry in which the reporting units operate, the Company considered growth projections from independent sources and significant developments or transactions within the industry during 2011, where applicable. The Company concluded that each of the reporting unit specific and industry factors had either a positive or neutral impact on the fair value of each of the reporting units. The Company also determined that macroeconomic factors did not have a significant impact on the discount rates and growth rates used for the 2010 annual impairment tests. Based on the qualitative assessment, the Company concluded that for these six reporting units, performing the two-step impairment test was unnecessary and no impairment charge was required for 2011.

 

The Company performed the first step of the goodwill impairment test for the remaining three reporting units. The first step of the goodwill impairment test examines whether the carrying value of a reporting unit exceeds its fair value. If the carrying value of the reporting unit exceeds its fair value, the second step of the test requires the Company to then compare the implied fair value of that reporting unit's goodwill with the carrying value of its goodwill to determine the amount of impairment charge, if any.

 

The estimated fair value of each reporting unit for which step one of the impairment test is performed is computed based upon the present value of future cash flows (“Discounted Cash Flow Method”) and both the traded and transaction values of comparable businesses (“Market Comparable Method”). The Discounted Cash Flow Method and Market Comparable Method resulted in substantially equal fair values. The Discounted Cash Flow Method includes the Company's assumptions for growth rates, operating margins and capital expenditures for the projection period plus the residual value of the business at the end of the projection period. The estimated growth rates, operating margins and capital expenditures for the projection period are based on the Company's internal forecasts of future performance as well as historical trends. The residual value is estimated based on a perpetual nominal growth rate, which is based on projected long-range inflation and long-term industry projections, and for 2011 was between 2.0% and 3.0%. The discount rates, which for 2011 ranged from 8.5% to 10.0%, are determined based on the average of the weighted average cost of capital of comparable entities. Based on the 2011 annual impairment test, for each of the three reporting units for which the Company performed the first step of the impairment test, the estimated fair values exceeded the respective carrying values and therefore no impairment charge was required.

 

FCC licenses are tested for impairment at the geographic market level by comparing the fair value of the intangible asset by market with its carrying value. The Company considers each geographic market, which is comprised of all of the Company's radio or television stations within that geographic market, to be a single unit of accounting because the FCC licenses at this level represent their highest and best use. The estimated fair value of each FCC license is computed using the Greenfield Discounted Cash Flow Method (''Greenfield Method''), which attempts to isolate the income that is attributable to the license alone. The Greenfield Method is based upon modeling a hypothetical start-up station and building it up to a normalized operation that, by design, lacks inherent goodwill and whose other assets have essentially been added as part of the build-up process. The Greenfield Method adds the present value of the estimated annual cash flows of the start-up station over a projection period to the residual value at the end of the projection period. The annual cash flows over the projection period include assumptions for overall advertising revenues in the relevant geographic market, the start-up station's operating costs and capital expenditures, and a three-year build-up period for the start-up station to reach a normalized state of operations, which reflects the point at which it achieves an average market share. In order to estimate the revenues of a start-up station, the total market advertising revenue in the subject market is estimated based on recent industry projections. Operating costs and capital expenditures are similarly estimated based on industry-average data. The residual value is calculated using a perpetual nominal growth rate, which is based on projected long-range inflation in the U.S. and long-term industry projections. The discount rate is determined based on the average of the weighted average cost of capital of comparable entities in the broadcast industry. For each television station and radio station, the discount rates used for 2011 were 8.0% and 8.5%, respectively, and the perpetual nominal growth rates used were 2.5% and 2.0%, respectively.

 

Based on the 2011 annual impairment test of the Company's indefinite-lived intangible assets, the estimated fair values exceeded the respective carrying values and therefore no impairment charge was required.

 

Based on the 2010 annual impairment test, the estimated fair value of each of the Company's reporting units and indefinite-lived intangible assets exceeded the respective carrying values and therefore no impairment charge was required.

 

During 2009, as a result of the Company's annual impairment test of FCC licenses, the Company recorded a pre-tax non-cash impairment charge of $178 million at the Local Broadcasting segment to reduce the carrying value of FCC licenses in certain radio markets. This impairment resulted from reductions in projections for advertising revenues due to a weakened radio advertising marketplace.

Also in 2009, in connection with the sale of certain of its radio stations, the Company recorded a pre-tax non-cash impairment charge of $32 million to reduce the carrying value of FCC licenses by $21 million and the allocated goodwill by $11 million.

For the years ended December 31, 2011 and 2010, the changes in the book value of goodwill by segment were as follows:

 Balance at        Balance at
 December 31, 2010 Acquisitions (a)Dispositions Other (b) December 31, 2011
              
Entertainment:             
Goodwill$9,352 $107$ $(3) $9,456
Accumulated impairment losses (6,294)       (6,294)
Goodwill, net of impairment 3,058  107   (3)  3,162
              
Cable Networks:             
Goodwill 480       480
Accumulated impairment losses        
Goodwill, net of impairment 480       480
              
Publishing:             
Goodwill 407       407
Accumulated impairment losses        
Goodwill, net of impairment 407       407
              
Local Broadcasting:             
Goodwill 23,466       23,466
Accumulated impairment losses (20,816)       (20,816)
Goodwill, net of impairment 2,650       2,650
              
Outdoor:             
Goodwill 11,818     (8)  11,810
Accumulated impairment losses (9,889)       (9,889)
Goodwill, net of impairment 1,929     (8)  1,921
              
Total:             
Goodwill 45,523  107   (11)  45,619
Accumulated impairment losses (36,999)       (36,999)
Goodwill, net of impairment$8,524 $107$ $(11) $8,620

 

  • Reflects acquisitions of internet businesses.

     

  • Primarily includes foreign currency translation adjustments.

 

 Balance at         Balance at
 December 31, 2009 Acquisitions Dispositions Other (a) December 31, 2010
               
Entertainment:              
Goodwill$9,392 $ $ $(40) $9,352
Accumulated impairment losses (6,294)        (6,294)
Goodwill, net of impairment 3,098      (40)  3,058
               
Cable Networks:              
Goodwill 480        480
Accumulated impairment losses         
Goodwill, net of impairment 480        480
               
Publishing:              
Goodwill 416      (9)  407
Accumulated impairment losses         
Goodwill, net of impairment 416      (9)  407
               
Local Broadcasting:              
Goodwill 23,593  4  (76)  (55)  23,466
Accumulated impairment losses (20,887)    71    (20,816)
Goodwill, net of impairment 2,706  4  (5)  (55)  2,650
               
Outdoor:              
Goodwill 11,871    (16)  (37)  11,818
Accumulated impairment losses (9,903)    14    (9,889)
Goodwill, net of impairment 1,968    (2)  (37)  1,929
               
Total:              
Goodwill 45,752  4  (92)  (141)  45,523
Accumulated impairment losses (37,084)    85    (36,999)
Goodwill, net of impairment$8,668 $4 $(7) $(141) $8,524

 

(a)       Primarily reflects the establishment of deferred tax assets associated with liabilities assumed from prior acquisitions and foreign currency translation adjustments.

       The Company's intangible assets were as follows:

       Accumulated    
 At December 31, 2011 Gross  Amortization  Net 
 Intangible assets subject to amortization:           
 Leasehold agreements$882  $(590)  $292 
 Franchise agreements 487   (292)   195 
 Other intangible assets 376   (244)   132 
  Total intangible assets subject to amortization 1,745   (1,126)   619 
 FCC licenses 5,738      5,738 
 Trade names 169      169 
  Total intangible assets$7,652  $(1,126)  $6,526 
              
              
       Accumulated    
 At December 31, 2010 Gross  Amortization  Net 
 Intangible assets subject to amortization:           
 Leasehold agreements$895  $(562)  $333 
 Franchise agreements 491   (272)   219 
 Other intangible assets 375   (210)   165 
  Total intangible assets subject to amortization 1,761   (1,044)   717 
 FCC licenses 5,738      5,738 
 Trade names 169      169 
  Total intangible assets$7,668  $(1,044)  $6,624 

       Amortization expense relating to intangible assets was $122 million (2011), $130 million (2010) and $134 million (2009). The Company expects its aggregate annual amortization expense for existing intangible assets subject to amortization for each of the years, 2012 through 2016, to be as follows:

   2012  2013  2014  2015  2016
 Amortization expense$102 $89 $79 $69 $61