6. 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 $1,964.6 million and $1,380.1 million at December 31, 2014 and 2013, 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, 2012
Goodwill	$	1,484,117		$	3,488		$	1,487,605
Accumulated impairment losses	(413,573		)	—			(413,573		)
	1,070,544			3,488			1,074,032
Acquisition of television stations (a)	330,309			—			330,309
Sale of broadcast assets (d)	(14,724		)	—			(14,724		)
Measurement period adjustments related to 2012 acquisitions (e)	(9,535		)	—			(9,535		)
Balance at December 31, 2013 (c)
Goodwill (a)	1,790,167			3,488			1,793,655
Accumulated impairment losses	(413,573		)	—			(413,573		)
	1,376,594			3,488			1,380,082
Acquisition of television stations (a)	701,854			—			701,854
Sale of broadcast assets (d)	(26,731		)	—			(26,731		)
Deconsolidation of variable interest entities (b)	(21,357		)	—			(21,357		)
Measurement period adjustments related to 2013 acquisitions (e)	(66,320		)	—			(66,320		)
Assets held for sale	—			(2,975		)	(2,975		)
Balance at December 31, 2014 (c)
Goodwill	2,377,613			513			2,378,126
Accumulated impairment losses	(413,573		)	—			(413,573		)
	$	1,964,040		$	513		$	1,964,553

(a)

In 2014 and 2013, we acquired goodwill as a result of acquisitions as discussed in Note 2. Acquisitions.

(b)

In 2014, we deconsolidated certain variable interest entities and the amounts relate to WYZZ in Peoria, IL and WTAT in Charleston, SC, as discussed in Variable Interest Entities within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

(c)

Approximately $0.8 million and $6.4 million of goodwill relates to consolidated VIEs as of December 31, 2014 and 2013, respectively.

(d)

Amounts relate to the 2013 sale of WSYT (including certain assets of WNYS, which we performed service to under an LMA) in Syracuse, NY, in connection with the acquisition of stations from Barrington, and to the 2014 sale of WTTA in Tampa, FL and KXRM/KXTU in Colorado Springs, CO. See Note 3. Disposition of Assets and Discontinued Operations for further discussion on the sale of these stations.

(e)

Amounts relate to immaterial measurement period adjustments related to 2013 acquisitions.

We did not have any indicators of impairment in any interim period in 2014, 2013, or 2012, and therefore did not perform interim impairment tests for goodwill during those periods. We performed our annual impairment tests for goodwill in the fourth quarter of 2014 and 2013 and as a result of our qualitative assessment we concluded based on our qualitative assessment of goodwill that it was more likely than not that the fair values of the reporting units would sufficiently exceed their carrying values and it was unnecessary to perform the quantitative two-step method.

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.

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

As of December 31, 2014 and 2013, the carrying amount of our broadcast licenses related to continuing operations was as follows (in thousands):

	2014			2013
Beginning balance	$	101,029		$	85,122
Acquisition of television stations (a)	18,027			15,514
Sale of broadcast assets (d)	(45		)	(25		)
Impairment charge	(3,240		)	—
Measurement period adjustments related to 2013 acquisitions (a)	19,355			418
Deconsolidation of variable interest entities (b)	(51		)	—
Ending balance (c)	$	135,075		$	101,029

(a)

See Note 2. Acquisitions.

(b)

(c)

Approximately $16.9 million and $16.8 million of broadcast licenses relate to consolidated VIEs as of December 31, 2014 and 2013, respectively.

(d)

Amounts relate to the 2013 sale of WSYT, in Syracuse, NY, in connection with the acquisition of stations from Barrington, and to the 2014 sale of WTTA in Tamp, FL and KXRM/KXTU in Colorado Springs, CO. See Note 3. Disposition of Assets and Discontinued Operations for further discussion on the sale of these stations.

We did not have any indicators of impairment for broadcast licenses in any interim period in 2014, and therefore did not perform interim impairment tests during those periods. We performed our annual impairment tests for indefinite-lived intangibles in the fourth quarter of 2014 and as a result of our qualitative and/or quantitative assessments we recorded $3.2 million in impairment, included with amortization of $113.4 million within the consolidated statement of operations, related to broadcast licenses with a carrying value of $21.1 million, compared to their estimated fair value of $17.9 million, as a result of a decrease in the projected future market revenues related to our radio broadcast licenses in Seattle, WA.

The key assumptions used to determine the fair value of our broadcast licenses consisted primarily of significant unobservable inputs (Level 3 fair value inputs), including 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. The revenue, expense and growth rates used in determining the fair value of our broadcast licenses remained constant or increased slightly from 2013 to 2014. 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 over the last three years. 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, 2014
	Gross Carrying Amount		Accumulated Amortization			Net

Amortized intangible assets:
Network affiliation (a)	$	1,396,792	$	(257,526	)	$	1,139,266
Decaying advertiser base (b)	324,262		(148,878		)	175,384
Other (c)	599,472		(95,859		)	503,613
Total	$	2,320,526	$	(502,263	)	$	1,818,263

	As of December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net

Amortized intangible assets:
Network affiliation (a)	$	869,535	$	(195,037	)	$	674,498
Decaying advertiser base (b)	260,454		(135,978		)	124,476
Other (c)	389,769		(60,988		)	328,781
Total	$	1,519,758	$	(392,003	)	$	1,127,755

(a)

The increase in network affiliation assets includes amounts from acquisitions of $506.8 million and $321.0 million in 2014 and 2013, respectively. See Note 2. Acquisitions for the purchase price allocation of stations acquired during 2014, and measurement period adjustments recorded during 2014 related to 2013 acquisitions.

(b)

The increase in decaying advertiser base includes amounts from acquisitions of $69.0 million and $80.0 million in 2014 and 2013, respectively. See Note 2. Acquisitions for the purchase price allocation of stations acquired during 2014, and measurement period adjustments related to 2013 acquisitions.

(c)

The increase in other intangible assets includes the amounts from acquisitions of $214.2 million and $155.5 million in 2014 and 2013, respectively. See Note 2. Acquisitions for the purchase price allocation of stations acquired during 2014, and measurement period adjustments related to 2013 acquisitions. The increase also includes the purchase of additional alarm monitoring contracts of $27.7 million, which is included in 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, 2014, 2013 and 2012 was $125.5 million, $70.8 million and $38.1 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, 2014, 2013 and 2012.

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, 2015	$	147,831
For the year ended December 31, 2016	146,877
For the year ended December 31, 2017	144,887
For the year ended December 31, 2018	143,923
For the year ended December 31, 2019	143,834
Thereafter	1,090,911
	$	1,818,263