Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document And Entity Information [Line Items] | ||
Entity Registrant Name | Scripps Networks Interactive, Inc. | |
Entity Central Index Key | 1,430,602 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Trading Symbol | SNI | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Common Class A [Member] | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 95,196,870 | |
Voting Common Stock [Member] | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 33,850,481 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 185,923 | $ 223,444 |
Accounts receivable, net of allowances: 2016 - $16,253; 2015 - $12,569 | 835,644 | 816,679 |
Programs and program licenses | 604,545 | 588,999 |
Other current assets | 66,830 | 98,759 |
Total current assets | 1,692,942 | 1,727,881 |
Investments | 743,974 | 807,630 |
Property and equipment, net of accumulated depreciation: 2016 - $324,982; 2015 - $299,153 | 279,620 | 293,230 |
Goodwill | 1,785,349 | 1,804,748 |
Intangible assets, net | 1,191,215 | 1,262,664 |
Programs and program licenses (less current portion) | 525,090 | 522,899 |
Deferred income taxes | 142,563 | 91,954 |
Other non-current assets | 151,962 | 161,308 |
Total Assets | 6,512,715 | 6,672,314 |
Current liabilities: | ||
Accounts payable | 61,464 | 35,308 |
Current portion of debt | 749,487 | 499,174 |
Program rights payable | 57,446 | 68,892 |
Deferred revenue | 101,408 | 96,040 |
Employee compensation and benefits | 75,982 | 115,266 |
Other accrued liabilities | 154,574 | 159,969 |
Total current liabilities | 1,200,361 | 974,649 |
Debt (less current portion) | 2,877,451 | 3,511,098 |
Other non-current liabilities | 266,875 | 250,391 |
Total liabilities | 4,344,687 | 4,736,138 |
Redeemable non-controlling interests (Note 14) | 99,000 | |
SNI shareholders’ equity: | ||
Preferred stock, $0.01 par - authorized: 25,000,000 shares; none outstanding | ||
Common stock | 1,290 | 1,287 |
Additional paid-in capital | 1,375,306 | 1,347,491 |
Retained earnings | 718,292 | 305,386 |
Accumulated other comprehensive loss | (210,334) | (130,233) |
Total SNI shareholders’ equity | 1,884,554 | 1,523,931 |
Non-controlling interest (Note 14) | 283,474 | 313,245 |
Total equity | 2,168,028 | 1,837,176 |
Total Liabilities and Equity | 6,512,715 | 6,672,314 |
Common Class A [Member] | ||
SNI shareholders’ equity: | ||
Common stock | 951 | 948 |
Voting Common Stock [Member] | ||
SNI shareholders’ equity: | ||
Common stock | $ 339 | $ 339 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Allowance for doubtful accounts receivable, current | $ 16,253 | $ 12,569 |
Accumulated depreciation of property and equipment | $ 324,982 | $ 299,153 |
SNI shareholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Class A [Member] | ||
SNI shareholders’ equity: | ||
Common stock, authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, issued (in shares) | 95,170,859 | 94,838,600 |
Common stock, outstanding (in shares) | 95,170,859 | 94,838,600 |
Voting Common Stock [Member] | ||
SNI shareholders’ equity: | ||
Common stock, authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, issued (in shares) | 33,850,481 | 33,850,481 |
Common stock, outstanding (in shares) | 33,850,481 | 33,850,481 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ( UNAUDITED ) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating revenues: | ||||
Advertising | $ 646,648 | $ 502,891 | $ 1,218,503 | $ 938,159 |
Distribution | 223,446 | 215,217 | 451,514 | 424,225 |
Other | 22,677 | 13,994 | 39,632 | 27,968 |
Total operating revenues | 892,771 | 732,102 | 1,709,649 | 1,390,352 |
Operating expenses: | ||||
Cost of services, excluding depreciation and amortization | 286,999 | 195,087 | 566,666 | 394,234 |
Selling, general and administrative | 191,133 | 178,498 | 389,954 | 380,685 |
Depreciation | 16,089 | 14,798 | 33,628 | 31,693 |
Amortization | 25,654 | 11,640 | 56,716 | 23,335 |
Loss (gain) on disposal of property and equipment | 44 | (242) | 2,560 | |
Total operating expenses | 519,875 | 400,067 | 1,046,722 | 832,507 |
Operating income | 372,896 | 332,035 | 662,927 | 557,845 |
Interest expense, net | (33,175) | (16,835) | (66,920) | (29,802) |
Equity in earnings of affiliates | 21,712 | 27,290 | 47,390 | 46,235 |
Gain on derivatives | 8,267 | 37,198 | 11,033 | 43,131 |
(Loss) gain on sale of investments | (16,373) | 191,824 | ||
Miscellaneous, net | (21,672) | (13,194) | (15,606) | (13,596) |
Income from operations before income taxes | 331,655 | 366,494 | 830,648 | 603,813 |
Provision for income taxes | 98,303 | 120,326 | 257,350 | 191,575 |
Net income | 233,352 | 246,168 | 573,298 | 412,238 |
Less: net income attributable to non-controlling interests | (48,744) | (52,450) | (97,793) | (94,677) |
Net income attributable to SNI | $ 184,608 | $ 193,718 | $ 475,505 | $ 317,561 |
Basic net income per share: | ||||
Basic (in dollars per share) | $ 1.42 | $ 1.50 | $ 3.67 | $ 2.44 |
Diluted net income per share: | ||||
Diluted (in dollars per share) | $ 1.42 | $ 1.49 | $ 3.66 | $ 2.43 |
Weighted average shares outstanding: | ||||
Basic | 129,562 | 129,225 | 129,434 | 130,237 |
Diluted | 130,141 | 129,868 | 129,971 | 130,898 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 233,352 | $ 246,168 | $ 573,298 | $ 412,238 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of tax: 2016 - $2,306 and ($810); 2015 - ($225) and $1,595 | (122,814) | 29,636 | (81,231) | 2,416 |
Pension Plan and SERP liability adjustments, net of tax: 2016 - ($380) and ($760); 2015 - ($444) and ($952) | 666 | 728 | 1,332 | 1,392 |
Comprehensive income | 111,204 | 276,532 | 493,399 | 416,046 |
Less: comprehensive income attributable to non-controlling interests | (48,181) | (52,476) | (97,995) | (94,218) |
Comprehensive income attributable to SNI | $ 63,023 | $ 224,056 | $ 395,404 | $ 321,828 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, tax | $ (810) | $ (225) | $ 2,306 | $ 1,595 |
Pension liability adjustment, tax | $ (380) | $ (444) | $ (760) | $ (952) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net income | $ 573,298 | $ 412,238 |
Depreciation | 33,628 | 31,693 |
Amortization | 56,716 | 23,335 |
Program amortization | 441,608 | 322,268 |
Program payments | (477,132) | (396,638) |
Equity in earnings of affiliates | (47,390) | (46,235) |
Gain on derivatives | (11,033) | (43,131) |
Gain on sale of investments | (191,824) | |
Dividends received from equity investments | 38,247 | 44,019 |
Share-based compensation | 24,679 | 24,255 |
Deferred income taxes | (31,190) | 2,686 |
Changes in working capital accounts (excluding the effects of acquisition): | ||
Accounts receivable, net | (23,533) | (93,465) |
Other assets | (9,356) | (9,530) |
Accounts payable | 26,985 | 13,246 |
Deferred revenue | 5,629 | 29,466 |
Accrued / refundable income taxes | 87,453 | 66,712 |
Other liabilities | (53,241) | (13,698) |
Other, net | 6,263 | 18,221 |
Cash provided by operating activities | 449,807 | 385,442 |
Cash Flows from Investing Activities: | ||
Additions to property and equipment | (24,297) | (18,478) |
Collections of note receivable | 2,135 | 2,322 |
Purchases of investments | (4,711) | (30,000) |
Sale of investments | 226,484 | |
Investment in intangible | (11,634) | |
Foreign currency call option premium | (16,000) | |
Settlement of derivatives | 11,016 | 63,019 |
Restricted cash | 652,353 | |
Other, net | (8,443) | (32,444) |
Cash provided by (used in) investing activities | 190,550 | (683,934) |
Cash Flows from Financing Activities: | ||
Proceeds from debt | 2,760,764 | |
Repayments of debt | (390,000) | (1,700,000) |
Deferred loan costs | (13,963) | |
Purchase of non-controlling interests | (99,000) | |
Dividends paid | (64,695) | (59,427) |
Dividends paid to non-controlling interests | (125,604) | (135,817) |
Proceeds from stock options | 6,246 | 7,894 |
Other, net | 1,754 | (7,016) |
Cash (used in) provided by financing activities | (671,299) | 563,933 |
Effect of exchange rate changes on cash and cash equivalents | (6,579) | (2,791) |
(Decrease) increase in cash and cash equivalents | (37,521) | 262,650 |
Cash and cash equivalents: | ||
Beginning of period | 223,444 | 878,164 |
End of period | 185,923 | 1,140,814 |
Supplemental Cash Flow Disclosures: | ||
Interest paid, excluding amounts capitalized | 52,147 | 41,132 |
Income taxes paid | $ 202,570 | 113,921 |
Common Class A [Member] | ||
Cash Flows from Financing Activities: | ||
Repurchases of Class A Common Shares | $ (288,502) |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ( UNAUDITED ) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Non-controlling Interest [Member] | Redeemable Noncontrolling Interests (Temporary Equity) [Member] |
Total Equity Balance at Dec. 31, 2014 | $ 1,684,587 | $ 1,321 | $ 1,359,023 | $ 79,994 | $ (57,891) | $ 302,140 | $ 96,251 |
Comprehensive income | 412,299 | 317,561 | 4,267 | 90,471 | 3,747 | ||
Redeemable non-controlling interest fair value adjustments | (1,081) | (1,081) | 1,081 | ||||
Addition to non-controlling interests | 700 | ||||||
Dividends paid to non-controlling interests | (129,149) | (129,149) | (6,668) | ||||
Dividends: declared and paid | (59,427) | (59,427) | |||||
Repurchases of class A common shares | (288,502) | (40) | (43,677) | (244,785) | |||
Share-based compensation | 24,255 | 24,255 | |||||
Exercise of employee share options | 7,894 | 2 | 7,892 | ||||
Other share-based compensation, net | (6,297) | 2 | (6,299) | ||||
Tax benefits (expense) of compensation plans | 1,131 | 1,131 | |||||
Total Equity Balance at Jun. 30, 2015 | 1,645,710 | 1,285 | 1,342,325 | 92,262 | (53,624) | 263,462 | 95,111 |
Total Equity Balance at Dec. 31, 2014 | 1,684,587 | 1,321 | 1,359,023 | 79,994 | (57,891) | 302,140 | 96,251 |
Comprehensive income | (2,760) | ||||||
Redeemable non-controlling interest fair value adjustments | 17,794 | ||||||
Total Equity Balance at Dec. 31, 2015 | 1,837,176 | 1,287 | 1,347,491 | 305,386 | (130,233) | 313,245 | 99,000 |
Comprehensive income | 491,237 | 475,505 | (80,101) | 95,833 | 2,162 | ||
Redeemable non-controlling interest fair value adjustments | 2,162 | 2,162 | (2,162) | ||||
Purchase of non-controlling interest | $ (99,000) | ||||||
Dividends paid to non-controlling interests | (125,604) | (125,604) | |||||
Dividends: declared and paid | (64,695) | (64,695) | |||||
Share-based compensation | 24,679 | 24,679 | |||||
Exercise of employee share options | 6,246 | 1 | 6,245 | ||||
Other share-based compensation, net | (2,766) | 2 | (2,768) | ||||
Impact of implementation of ASC 718 | 66 | (66) | |||||
Tax benefits (expense) of compensation plans | (407) | (407) | |||||
Total Equity Balance at Jun. 30, 2016 | $ 2,168,028 | $ 1,290 | $ 1,375,306 | $ 718,292 | $ (210,334) | $ 283,474 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ( UNAUDITED ) (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Other comprehensive income (loss), net of tax: | ||
Dividends: declared and paid (in dollars per share) | $ 0.50 | $ 0.46 |
Repurchase of Class A Common shares (in shares) | 0 | 3,986,275 |
Exercise of employee share options: shares issued (in shares) | 169,775 | 172,959 |
Other share-based compensation, net: shares issued (in shares) | 230,094 | 331,530 |
Other share-based compensation, net: shares repurchased (in shares) | 67,610 | 108,626 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation As used in the notes to the condensed consolidated financial statements, the terms “SNI,” “Scripps,” “the Company,” “we,” “our,” “us” or similar terms may, depending on the context, refer to Scripps Networks Interactive, Inc., to one or more of its consolidated subsidiary companies or to all of them taken as a whole. Description of Business We operate in the media industry and have interests in domestic and international television networks and internet-based media properties. The Company has two reportable segments: U.S. Networks and International Networks. U.S. Networks includes our six domestic television networks: HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel and Great American Country. Additionally, U.S. Networks includes websites associated with the aforementioned television brands and other internet and mobile businesses serving home, food, travel and other lifestyle-related categories. U.S. Networks also includes our digital content studio, Scripps Networks Lifestyle Studio. International Networks includes TVN S.A. (“TVN”), which operates a portfolio of free-to-air and pay-TV lifestyle and entertainment networks in Poland, including TVN, TVN24, TVN Style, TTV, TVN Turbo, TVN24 Biznes i Świat. Also included in TVN is TVN Media, an advertising sales house. Additionally, International Networks includes the lifestyle-oriented networks available in the United Kingdom (“UK”), other European markets, the Middle East and Africa (“EMEA”), Asia Pacific (“APAC”), Latin America and the Caribbean. As a result of the changes to our reportable segments in 2015, certain prior period segment results have been recast to reflect the current presentation (see Note 17 – Segment Information Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended. These unaudited condensed consolidated financial statements and the related notes hereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, the accompanying condensed consolidated balance sheets and related interim condensed consolidated statements of operations, comprehensive income, cash flows and shareholders’ equity include all adjustments, consisting only of normal recurring adjustments, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The year end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, and revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results and outcomes may differ materially from management’s estimates and assumptions. Interim results are not necessarily indicative of the results that may be expected for any future interim periods or for a full year. Reclassifications During the quarter, the Company adopted new guidance related to the accounting for employee share-based payments. This change resulted in a reclassification in 2016 of $0.1 million of the cumulative effect from 2015 and 2014 of forfeited share-based payments from retained earnings to additional paid-in capital on our condensed consolidated balance sheets and our condensed consolidated statements of shareholders’ equity. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 2. Earnings per Share Basic earnings per share (“EPS”) is calculated by dividing earnings available to common shareholders by the weighted average number of common shares outstanding, including participating securities outstanding. Diluted EPS is similar to basic EPS, but adjusts for the effect of the potential issuance of common shares. We include all unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in our basic and diluted EPS number of shares outstanding. The following table presents information about basic and diluted weighted average shares outstanding: Three months ended Six months ended June 30, June 30, ( in thousands ) 2016 2015 2016 2015 Basic weighted average shares outstanding 129,562 129,225 129,434 130,237 Effect of dilutive securities: Unvested share units and shares held by employees 230 183 212 168 Stock options held by employees and directors 349 460 325 493 Diluted weighted average shares outstanding 130,141 129,868 129,971 130,898 Anti-dilutive share awards 881 727 1,296 532 For the three and six months ended June 30, 2016 and June 30, 2015, we had stock options that were anti-dilutive and, accordingly, were not included in the computation of diluted weighted average shares outstanding. |
Accounting Standards Updates
Accounting Standards Updates | 6 Months Ended |
Jun. 30, 2016 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Accounting Standards Updates | 3. Accounting Standards Updates Issued and Adopted In March 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to share-based compensation, Improvements to Employee Share-Based Payment Accounting Issued and Not Yet Adopted In March 2016, the FASB issued new accounting guidance related to revenue recognition, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers. Revenue from Contracts with Customers, In March 2016, the FASB issued new accounting guidance related to investments, Investments – Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting, In February 2016, the FASB issued new accounting guidance related to leases, Leases, In January 2016, the FASB issued new accounting guidance related to financial assets and liabilities, Recognition and Measurement of Financial Assets and Financial Liabilities, |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions On July 1, 2015 (the “Acquisition Date”), the Company, through an indirect wholly-owned subsidiary, acquired 100.0 percent of the outstanding shares of N-Vision B.V., a Dutch limited liability company (“N-Vision”) that held a majority interest in TVN, for approximately €1,440.0 million, or $1,608.6 million, comprised of cash consideration of €584.0 million, or $652.4 million, and principal amounts of debt assumed of €856.0 million, or $956.2 million, including €556.0 million, or $621.1 million, of debt directly attributed to TVN (the “Acquisition”). The Acquisition was funded with a portion of the net proceeds from the Company’s $1,500.0 million debt offering executed in June 2015 (the “Financing”) (see Note 10 – Debt The primary purpose of the Acquisition was to obtain N-Vision’s 52.7 percent controlling interest in the voting shares of TVN, a public media company listed on the Warsaw Stock Exchange (the “WSE”). To minimize the volatility in the purchase price that may have resulted from Euro to U.S. Dollar (“USD”) currency exchange rate changes, we entered into a foreign currency option contract during the first quarter of 2015 that effectively set the USD cash consideration for the Acquisition. We paid a $16.0 million premium for a call option on €584.0 million at a cost of $625.0 million. The premium is reflected as both an expense in gain on derivatives within operating activities and as a cash outflow from foreign currency call option premium within investing activities in our condensed consolidated statements of cash flows for the six months ended June 30, 2015. The foreign currency option contract was settled during the second quarter of 2015, and the $31.9 million resulting gain is included as both a gain in gain on derivatives within operating activities and as a cash inflow from settlement of derivatives within investing activities in our condensed consolidated statements of cash flows for the six months ended June 30, 2015. Additionally, we entered into and, in certain cases, settled a series of other derivative contracts related to the Transactions. The derivative contracts that were settled as of June 30, 2015, resulted in a net gain of $33.0 million, which is also included both as a gain in gain on derivatives within operating activities and as a cash inflow from settlement of derivatives within investing activities in our condensed consolidated statements of operations for the six months ended June 30, 2015. The net impact of the various hedges entered into and settled related to the Transactions resulted in a $48.9 million gain, which is included within gain on derivatives in the condensed consolidated statements of operations for the three months ended June 30, 2015. We also recognized $18.9 million of net losses in the three and six months ended June 30, 2015 related to the effects of foreign currency on cash balances held for the Acquisition and Tender Offer. These losses are included within miscellaneous, net in our condensed consolidated statements of operations. Within three months of completing the Acquisition, the Company was required under Polish law to launch a mandatory public tender offer for a minimum ownership of 66.0 percent of TVN’s total voting shares outstanding. On July 6, 2015, the Company tendered for the remaining outstanding voting shares of TVN at a purchase price equal to 20.0 Zloty per share. Final cash consideration paid was approximately $853.9 million. The Tender Offer resulted in the acquisition of an additional 156.7 million shares, or a cumulative 98.8 percent ownership of TVN’s outstanding share capital. This enabled the Company to effectuate the Squeeze-out for the remaining unredeemed shares, which was completed on September 28, 2015, resulting in 100.0 percent ownership of TVN. The Company, through TVN, filed the documentation required under Polish law to effect the delisting of TVN shares from the WSE, which became effective December 3, 2015. The incremental shares purchased through the Tender Offer and Squeeze-out were financed through a combination of cash on hand, including funds remaining from the Financing, borrowings under our $900.0 million amended revolving credit facility (the “Amended Revolving Credit Facility”) and net proceeds from our $250.0 million term loan (the “Term Loan”) (see Note 10 – Debt We incurred transaction and integration related expenses of $4.2 million and $14.4 million for the three and six months ended June 30, 2015, respectively, associated with the Acquisition. These transaction and integration expenses are included within selling, general and administrative expenses in our condensed consolidated statements of operations and reduced our net income attributable to SNI by $2.6 million and $8.9 million in the three and six months ended June 30, 2015, respectively. On July 31, 2015, the Company paid €364.9 million to retire the €300.0 million Senior PIK Toggle Notes due 2021 (“the 2021 PIK Notes”), which was debt at the parent of TVN and included as a component of the debt assumed in the Acquisition purchase price. On September 15, 2015, TVN executed a partial pre-payment of its 7.38% Senior Notes due 2020 (the “2020 TVN Notes”) totaling €45.1 million, comprised of principal of €43.0 million, accrued but unpaid interest of €0.8 million and premium of €1.3 million. Under the terms of the 2020 TVN Notes, TVN has the right to make a payment of 10.0 percent of the original principal amount in each rolling twelve month period prior to December 31, 2016 without an early pre-payment penalty. On November 16, 2015, TVN Finance Corporation III AB (“TVN Finance Corp.”), an indirect wholly-owned subsidiary of the Company, executed a second partial pre-payment of the 2020 TVN Notes totaling €45.6 million, comprised of principal of €43.0 million, accrued but unpaid interest of €1.3 million and premium of €1.3 million. On November 16, 2015, TVN Finance Corp. executed a full early redemption of its 7.88% Senior Notes due 2018 (the “2018 TVN Notes”) totaling €118.9 million, comprised of principal of €116.6 million, accrued but unpaid interest of a nominal amount and premium of €2.3 million. The Acquisition was accounted for using the acquisition method of accounting, which requires, among other things, that we allocate the purchase price to the assets acquired and liabilities assumed based on their fair values as of the Acquisition Date. We have reported the results of operations for TVN in our condensed consolidated financial statements for the period beginning on the Acquisition Date. The following table summarizes the final fair values of the assets acquired and liabilities assumed as of the Acquisition Date, which were allocated based on information available at the Acquisition Date. (in thousands) Balance Sheet Classification Fair Value at July 1, 2015 Cash consideration transferred $ 652,365 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets acquired: Cash and cash equivalents 105,714 Restricted cash 7,342 Accounts receivable 110,387 Other current assets 21,592 Investments 354,719 Property and equipment 92,133 Programs and program licenses 79,211 Intangible assets 760,636 Liabilities assumed: Accounts payable (28,941 ) Program rights payable (current portion) (19,395 ) Deferred revenue (2,132 ) Employee compensation and benefits (27,896 ) Other accrued liabilities (64,767 ) 2018 TVN Notes (128,577 ) 2020 TVN Notes (528,205 ) 2021 PIK Notes (409,549 ) Term Loan (18,178 ) Deferred income taxes (23,651 ) Program rights payable (less current portion) (3,492 ) Other non-current liabilities (5,624 ) Non-controlling interest (858,530 ) Goodwill 1,239,568 Net Assets acquired $ 652,365 The following table represents the fair value of identifiable intangible assets and their assumed estimated useful lives. (in thousands) Intangible Asset Category Type Weighted Average Life in Years Fair Value at July 1, 2015 Copyrights and other tradenames Amortizable 23 $ 333,912 Broadcast licenses Amortizable 25 128,017 Advertiser lists Amortizable 7 106,681 Customer lists Amortizable 15 26,670 Acquired network distribution rights and other Amortizable 20 165,356 $ 760,636 As a result of the Acquisition, we recognized goodwill of $1,239.6 million. The purchase price was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the Acquisition Date, and the excess was allocated to goodwill, as shown in the Balance Sheet Classification table above. Goodwill represents the value we expect to achieve through the Acquisition and is recorded in the International Networks segment. The fair value of this goodwill is not deductible for U.S. income tax purposes. We utilized various valuation techniques to determine fair value, primarily discounted cash flow analyses and excess earnings valuation approaches, each of which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy (see Note 6 – Fair Value Measurement The following unaudited pro forma information presents the combined results of operations as if the Transactions had occurred at the beginning of fiscal year 2015, combining TVN’s pre-acquisition results with our historical results. The 2016 condensed consolidated financial statements include the results of TVN for the entire period. The pro forma results contained in the following table include adjustments for amortization of acquired intangibles, depreciation expense, transaction costs, interest expense as a result of the Financing and related income taxes. Any potential cost savings or other operational efficiencies that could result from the Transactions are not included in these pro forma results. These pro forma results do not necessarily reflect what would have occurred if the Acquisition had taken place January 1, 2015, nor do they represent the results that may occur in the future. (in thousands) Three months ended Six months ended Pro Forma Results (unaudited) June 30, 2015 June 30, 2015 Pro forma revenues $ 852,626 $ 1,608,469 Pro forma net income attributable to SNI $ 155,826 $ 295,361 Pro forma net income attributable to SNI shareholders per share of common stock: Basic $ 1.21 $ 2.27 Diluted $ 1.20 $ 2.26 Weighted average shares outstanding: Basic 129,225 130,237 Diluted 129,868 130,898 We did not recognize any contingent consideration arising from the Transactions. On June 16, 2016 we acquired a new network distribution right in Italy in the amount of €10.4 million, or approximately $11.6 million. We recorded the new distribution right as an intangible asset with a 4 year amortizable life. The acquisition of this asset is reflected as an investing activity within our condensed consolidated statement of cash flows. |
Employee Termination Programs
Employee Termination Programs | 6 Months Ended |
Jun. 30, 2016 | |
Extraordinary And Unusual Items [Abstract] | |
Employee Termination Programs | 5. Employee Termination Programs Restructuring Plan During the fourth quarter of 2014, we provided qualified employees with voluntary early retirement packages and notified employees of the elimination of certain positions within the Company (the “Restructuring Plan”). We also announced that we would be closing our Cincinnati office location in late 2015 and relocating certain positions to our Knoxville headquarters. Our operating results do not reflect any impact for the three months ended June 30, 2016 and include an expense of $5.8 million for severance, retention, benefits, relocation costs and accelerated depreciation incurred as a result of the Restructuring Plan during the three months ended June 30, 2015. As a result, net income attributable to SNI was not impacted for the three months ended June 30, 2016 and was reduced by $3.6 million for the three months ended June 30, 2015. Our operating results include a gain of $0.3 million and an expense of $11.2 million for severance, retention benefits, relocation costs and accelerated depreciation incurred as a result of the Restructuring Plan for the six months ended June 30, 2016 and June 30, 2015, respectively. As a result, net income attributable to SNI was increased by $0.2 million and reduced by $6.9 million for the six months ended June 30, 2016 and June 30, 2015, respectively. The Restructuring Plan was substantially completed as of December 31, 2015. A rollforward of the liability related to the Restructuring charges by segment is as follows: Six months ended June 30, 2016 (in thousands) U.S. Networks International Networks Corporate and Other Total Liability as of December 31, 2015 $ 605 $ - $ 5,314 $ 5,919 Net accruals 5 - (315 ) (310 ) Payments (610 ) - (4,315 ) (4,925 ) Non-cash (a) - - 333 333 Liability as of June 30, 2016 $ - $ - $ 1,017 $ 1,017 Six months ended June 30, 2015 (in thousands) U.S. Networks International Networks Corporate and Other Total Liability as of December 31, 2014 $ 12,041 - 2,031 $ 14,072 Net accruals 5,261 - 5,914 11,175 Payments (12,913 ) - (1,569 ) (14,482 ) Non-cash (a) - - (946 ) (946 ) Liability as of June 30, 2015 $ 4,389 $ - $ 5,430 $ 9,819 (a) Reorganization During the fourth quarter of 2015, we committed to undertaking activities intended to streamline and integrate the management of our domestic networks, creating a cohesive and holistic organization (the “Reorganization”). As part of the Reorganization, we announced we would be relocating certain employees during 2016. Our operating results include an expense of $3.9 million and $11.2 million for severance, retention, benefits and relocation costs incurred as a result of the Reorganization during the three and six months ended June 30, 2016, respectively. As a result, net income attributable to SNI was reduced by $2.4 million and $6.9 million for the three and six months ended June 30, 2016, respectively. We anticipate that the Reorganization will be completed by the end of 2016. A rollforward of the liability related to the Reorganization charges by segment is as follows: Six months ended June 30, 2016 (in thousands) U.S. Networks International Networks Corporate and Other Total Liability as of December 31, 2015 $ 3,258 $ - $ 8 $ 3,266 Net accruals 7,467 - 3,740 11,207 Payments (8,537 ) - (2,617 ) (11,154 ) Non-cash (b) (422 ) - (1,131 ) (1,553 ) Liability as of June 30, 2016 $ 1,766 $ - $ - $ 1,766 (b) The liability for both the Restructuring Plan and Reorganization is included within other accrued liabilities on our condensed consolidated balance sheets. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 6. Fair Value Measurement Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are classified in one of three categories described below. · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Inputs, other than quoted market prices in active markets, that are observable either directly or indirectly. Quoted prices for similar instruments in active markets or model driven valuations in which all significant inputs and significant value drivers are observable in active markets. · Level 3 — Valuations derived from valuations techniques in which one or more significant inputs or significant value drivers are unobservable. There have been no transfers of assets or liabilities between the fair value measurement classifications during the six months ended June 30, 2016 and June 30, 2015. Recurring Measurements As of June 30, 2016 (in thousands) Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 5,412 $ 5,412 $ - $ - Derivative asset 632 - $ 632 - Total assets measured at fair value on a recurring basis $ 6,044 $ 5,412 $ 632 $ - Temporary equity - Redeemable non-controlling interests $ - $ - $ - $ - As of December 31, 2015 (in thousands) Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 80,944 $ 80,944 $ - $ - Derivative asset 615 - 615 - Total assets measured at fair value on a recurring basis $ 81,559 $ 80,944 $ 615 $ - Temporary equity - Redeemable non-controlling interests $ 99,000 $ - $ - $ 99,000 Derivatives include free-standing foreign currency forward contracts which are marked to market at each reporting period. We classify our foreign currency forward contracts as Level 2, as the valuation inputs are based on quoted prices and market observable data of similar instruments. At December 31, 2015, we determined the fair value of our redeemable non-controlling interest in Travel Channel using a combination of a discounted cash flow valuation model and a market approach that applies revenues and EBITDA estimates against the calculated multiples of comparable companies. Operating revenues and EBITDA are key assumptions utilized in both the discounted cash flow valuation model and the market approach. The selected discount rate of approximately 10.5 percent is also a key assumption in our discounted cash flow valuation model. On February 25, 2016, we agreed to pay the non-controlling interest owner $99.0 million to acquire the remaining 35.0 percent interest in Travel Channel, resulting in our 100.0 percent ownership (see Note 14 – Redeemable Non-controlling Interest and Non-controlling Interest). The following table summarizes the activity for account balances whose fair value measurements are estimated utilizing Level 3 inputs: Redeemable Non-controlling Interests As of (in thousands) June 30, 2016 December 31, 2015 Beginning period balance $ 99,000 $ 96,251 Net income (loss) 2,162 (2,760 ) Fair value adjustments (2,162 ) 17,794 Dividends paid to non-controlling interests - (12,985 ) Additions to non-controlling interests - 700 Purchase of non-controlling interest (99,000 ) - Ending period balance $ - $ 99,000 The net income amounts reflected in the table above are reported within net income attributable to non-controlling interests in our condensed consolidated statements of operations. Other Financial Instruments The carrying values of our financial instruments do not materially differ from their estimated fair values as of June 30, 2016 and December 31, 2015 except for debt, which is disclosed in Note 10 - Debt Non-Recurring Measurements The majority of the Company’s non-financial instruments, which include goodwill, other intangible assets and property and equipment, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur, or at least annually for goodwill, such that a non-financial instrument is required to be evaluated for impairment, a resulting asset impairment would require that the non-financial instrument be recorded at the lower of cost or fair value. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2016 | |
Schedule Of Investments [Abstract] | |
Investments | 7. Investments Investments consisted of the following: As of (in thousands) June 30, 2016 December 31, 2015 Equity method investments $ 691,319 $ 741,823 Cost method investments 52,655 65,807 Total investments $ 743,974 $ 807,630 Investments accounted for using the equity method include the following: As of June 30, 2016 December 31, 2015 UKTV 50.0% 50.0% HGTV Magazine JV 50.0% 50.0% Food Network Magazine JV 50.0% 50.0% * Everytap 40.0% 40.0% HGTV Canada 33.0% 33.0% * nC+ 32.0% 32.0% Food Canada 29.0% 29.0% * Onet 25.0% 25.0% Fox-BRV Southern Sports Holdings - 7.3% * Acquired as a part of the Acquisition UKTV UKTV receives financing through a loan provided by us. The loan, totaling $101.5 million and $112.1 million at June 30, 2016 and December 31, 2015, respectively, is reported within other non-current assets on our condensed consolidated balance sheets and effectively acts as a revolving credit facility for UKTV. As a result of this financing arrangement and the level of equity investment at risk, we have determined that UKTV is a variable interest entity (“VIE”). SNI and its partner in the venture share equally in the profits of the entity, have equal representation on UKTV’s board of directors and share voting control in such matters as approving annual budgets, initiating financing arrangements and changing the scope of the business. However, our partner maintains control over certain operational aspects of the business related to programming content, scheduling and the editorial and creative development of UKTV. Additionally, certain key management personnel of UKTV are employees of our partner. Since we do not control these activities that are critical to UKTV’s operating performance, we have determined that we are not the primary beneficiary of the entity and account for the investment under the equity method of accounting. As of June 30, 2016 and December 31, 2015, the Company’s investment in UKTV was $319.1 million and $353.4 million, respectively. A portion of the purchase price from our 50.0 percent investment in UKTV was attributed to amortizable intangible assets, which are included in the carrying value of our UKTV investment. Amortization expense attributed to intangible assets recognized upon acquiring our interest in UKTV reduces the equity in earnings we recognize from our UKTV investment. Accordingly, equity in earnings of affiliates includes our $13.1 million and $12.9 million proportionate share of UKTV’s results for the three months ended June 30, 2016 and June 30, 2015, respectively, which were reduced by amortization of $3.4 million and $4.2 million for the three months ended June 30, 2016 and June 30, 2015, respectively. Equity in earnings of affiliates includes our $24.0 million and $24.0 million proportionate share of UKTV’s results for the six months ended June 30, 2016 and June 30, 2015, respectively, which were reduced by amortization of $6.8 million and $8.4 million for the six months ended June 30, 2016 and June 30, 2015, respectively. The table below summarizes estimated amortization that we expect to reduce the Company’s equity in UKTV’s earnings for future periods: ( in thousands ) Estimated Amortization** Remainder of 2016 $ 5,756 2017 $ 12,700 2018 $ 12,795 2019 $ 12,891 2020 $ 12,986 Thereafter $ 94,740 ** The functional currency of UKTV is the Great British Pound ("GBP"), so these amounts are subject to change as the GBP to USD exchange rates fluctuate. nC+ The Company, through its ownership of TVN, has an investment in nC+, which is managed under the terms of a shareholders’ agreement. The nC+ shareholders’ agreement contains various standard provisions with regards to the management of the business and related matters, as well as terms regarding disposition of ownership by either party. A portion of the purchase price from our 32.0 percent investment in nC+ was attributed to amortizable intangible assets, which are included in the carrying value of our nC+ investment. Amortization expense attributed to intangible assets recognized upon acquiring our interest in nC+ reduces the equity in earnings we recognize from our nC+ investment. The table below summarizes estimated amortization that we expect to reduce the Company’s equity in nC+’s earnings for future periods: ( in thousands ) Estimated Amortization** Remainder of 2016 $ 1,848 2017 $ 3,817 2018 $ 3,817 2019 $ 3,807 2020 $ 3,788 Thereafter $ 25,518 ** The functional currency of nC+ is the Polish Zloty ("PLN"), so these amounts are subject to change as the PLN to USD exchange rates fluctuate. Fox-BRV Southern Sports Holdings The Company exercised significant control over Fox-BRV Southern Sports Holdings (“Fox Sports South”) through board positions held and, therefore, accounted for this investment using the equity method of accounting. On February 24, 2016, the Company sold its 7.3 percent equity interest in Fox Sports South to the controlling interest holder for a sale price of $225.0 million upon the exercise of the Company’s put right. The sale of this ownership interest resulted in a gain of $208.2 million for the six months ended June 30, 2016, which is recorded in (loss) gain on sale of investments in our condensed consolidated statements of operations and as both a gain on sale of investments within operating activities and as a cash inflow from sale of investments within investing activities in our condensed consolidated statements of cash flows. Further, the gain on sale resulted in tax expense of approximately $73.6 million for the three and six months ended June 30, 2016. On June 12, 2016, an investment which the Company accounted for using the cost method was sold. The proceeds from the sale totaled $1.5 million and resulted in a $16.4 million loss recognized for the three and six months ended June 30, 2016, which is recorded in (loss) gain on sale of investments in our condensed consolidated statements of operations and gain on sale of investments within operating activities and sale of investments within investing activities in our condensed consolidated statements of cash flows. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets Goodwill and intangible assets consisted of the following: As of ( in thousands ) June 30, 2016 December 31, 2015 Goodwill, net $ 1,785,349 $ 1,804,748 Intangible assets: Carrying amount: Acquired network distribution rights $ 746,320 $ 744,962 Customer and advertiser lists 219,417 223,726 Copyrights and other tradenames 379,696 390,111 Broadcast licenses 120,191 124,030 Acquired rights and other 119,870 120,267 Total carrying amount 1,585,494 1,603,096 Accumulated amortization: Acquired network distribution rights (215,607 ) (195,678 ) Customer and advertiser lists (90,221 ) (81,892 ) Copyrights and other tradenames (50,297 ) (30,875 ) Broadcast licenses (5,337 ) (2,524 ) Acquired rights and other (32,817 ) (29,463 ) Total accumulated amortization (394,279 ) (340,432 ) Total intangible assets, net $ 1,191,215 $ 1,262,664 Amortization expense associated with intangible assets for each of the next five years is expected to be as follows: ( in thousands ) Estimated Amortization ** Remainder of 2016 $ 46,338 2017 $ 100,437 2018 $ 98,976 2019 $ 98,115 2020 $ 86,935 Thereafter $ 760,414 ** The functional currency of certain foreign subsidiaries differs from the U.S. Dollar, so these amounts are subject to change as exchange rates fluctuate. Activity related to goodwill by business segment consisted of the following: (in thousands) U.S. Networks International Networks Corporate and Other Total Goodwill Balance as of December 31, 2015 $ 510,484 $ 1,294,264 $ - $ 1,804,748 Update to purchase price allocation during the measurement period - (19,879 ) - (19,879 ) Foreign currency translation adjustment - 480 - 480 Balance as of June 30, 2016 $ 510,484 $ 1,274,865 $ - $ 1,785,349 |
Other Accrued Liabilities
Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Liabilities Current Portion [Abstract] | |
Other Accrued Liabilities | 9. Other Accrued Liabilities The following table outlines the details within other accrued liabilities: As of (in thousands) June 30, 2016 December 31, 2015 Accrued rent $ 19,795 $ 21,736 Accrued advertising rebates 17,752 20,808 Accrued marketing and advertising 9,147 11,437 Accrued interest 8,407 8,400 Accrued taxes 27,272 2,029 Accrued other expenses 72,201 95,559 Total $ 154,574 $ 159,969 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Debt consisted of the following: As of (in thousands) Maturity June 30, 2016 December 31, 2015 Amended Revolving Credit Facility 2019 - 2020 $ - $ 389,170 Term Loan 2017 249,863 249,129 2.70% Senior Notes 2016 499,624 499,174 2.75% Senior Notes 2019 496,302 495,750 TVN 7.38% Senior Notes 2020 402,273 399,986 2.80% Senior Notes 2020 594,524 593,796 3.50% Senior Notes 2022 395,703 395,309 3.90% Senior Notes 2024 493,593 493,210 3.95% Senior Notes 2025 495,056 494,748 Total debt $ 3,626,938 $ 4,010,272 Current portion of debt (749,487 ) (499,174 ) Debt (less current portion) $ 2,877,451 $ 3,511,098 Fair value of debt * $ 3,747,594 $ 3,977,985 *The fair value of the Senior Notes was estimated using Level 2 inputs comprised of quoted prices in active markets, market indices and interest rate measurements for debt with similar remaining maturity. Revolving Credit Facilities In March 2014, we entered into a five-year revolving credit facility (the “Facility”) that permitted $650.0 million in aggregate borrowings with an expiration date of March 2019. In May 2015, we entered into the Amended Revolving Credit Facility to amend the Facility. The Amended Revolving Credit Facility provides $250.0 million additional revolving loan capacity, which increased permitted borrowings up to an aggregate principal amount of $900.0 million and may be increased to $1,150.0 million at our option. Additionally, the Amended Revolving Credit Facility extended the maturity date of the Facility to March 2020, with the exception of $32.5 million, which remains scheduled to mature in March 2019. Borrowings under the Amended Revolving Credit Facility incur interest charges based on the Company’s credit rating, with drawn amounts incurring interest at LIBOR plus a range of 69 to 130 basis points, and a facility fee ranging from 6 to 20 basis points, also subject to the Company’s credit ratings. The Company had no outstanding borrowings as of June 30, 2016 and average borrowings outstanding of $29.4 million incurring interest at a rate of approximately 1.54% for the three months ended June 30, 2016. Outstanding letters of credit totaled $0.9 million under the Amended Revolving Credit Facility at June 30, 2016. There were outstanding borrowings of $389.2 million and outstanding letters of credit of $1.1 million under the Amended Revolving Credit Facility at December 31, 2015. Term Loan In June 2015, we entered into a $250.0 million senior unsecured Term Loan agreement. The Term Loan has a maturity date in June 2017, with outstanding borrowings incurring interest at LIBOR plus a range of 62.5 to 137.5 basis points, subject to the Company’s credit ratings. The weighted average interest rate on the Term Loan was 1.53% in the second quarter of 2016. The Term Loan is classified within current portion of debt on our condensed consolidated balance sheets. Senior Notes Our $500.0 million aggregate principal amount of 2.70% Senior Notes mature in December 2016 (the “2016 Notes”). Interest is paid on the 2016 Notes on June 15th and December 15th of each year. The balance outstanding on the 2016 Notes is classified within current portion of debt on our condensed consolidated balance sheets. Amounts capitalized and included as a reduction against debt on our condensed consolidated balance sheets included $17.5 million of debt issuance costs related to the Term Loan and the remaining Senior Notes issued in 2015, all of which were undertaken to finance the Transactions. The debt issuance costs related to the Amended Revolving Credit Facility are included within other non-current assets on our condensed consolidated balance sheets. We amortized $1.9 million and $1.0 million of debt issuance costs for the three months ended June 30, 2016 and June 30, 2015, respectively, within interest expense, net in our condensed consolidated statements of operations. We amortized $3.6 million and $1.8 million of debt issuance costs for the six months ended June 30, 2016 and June 30, 2015, respectively, within interest expense, net in our condensed consolidated statements of operations. Debt Covenants The Amended Revolving Credit Facility, the Term Loan, all of our Senior Notes and the 2020 TVN Notes all include certain affirmative and negative covenants, including limitations on the incurrence of additional indebtedness and maintenance of a maximum leverage ratio. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 11. Employee Benefit Plans The Company offers various post-retirement benefits to its employees, including a defined benefit pension plan (the “Pension Plan”) and a non-qualified supplemental employee retirement plan (the “SERP”). The SERP, which is unfunded, provides defined pension benefits, in addition to what is provided under the Pension Plan, to eligible executives based on average earnings, years of service and age at retirement. In 2009, we amended the Pension Plan whereby no additional service benefits will be earned by participants after December 31, 2009. The amount of eligible compensation that is used to calculate a plan participant’s pension benefit will continue to include any compensation earned by the employee through December 31, 2019, after which time all plan participants will have a frozen pension benefit. The components of the Pension Plan and SERP expense consisted of the following: Pension Plan SERP Six months ended June 30, Six months ended June 30, (in thousands) 2016 2015 2016 2015 Interest cost $ 1,552 $ 1,464 $ 866 $ 670 Expected return on plan assets, net of expenses (1,644 ) (1,898 ) - - Special termination benefits - 831 - 293 Amortization of net loss 1,060 1,136 1,032 1,208 Settlement charges 1,958 - Total $ 968 $ 3,491 $ 1,898 $ 2,171 Pension Plan SERP Three months ended June 30, Three months ended June 30, (in thousands) 2016 2015 2016 2015 Interest cost $ 776 $ 732 $ 433 $ 335 Expected return on plan assets, net of expenses (822 ) (949 ) - - Special termination benefits - 248 - 127 Amortization of net loss 530 568 516 604 Settlement charges - 1,958 - - Total $ 484 $ 2,557 $ 949 $ 1,066 In the fourth quarter of 2014, we announced the Restructuring Plan, providing each affected employee the benefit of an additional three years of credited service related to the applicable Pension Plan and SERP for which they qualify (see Note 5 – Employee Termination Programs We did not make any contributions to fund the Pension Plan during the three months ended June 30, 2016 or during the three months ended June 30, 2015. We made a contribution of $10.0 million to fund the Pension Plan during the six months ended June 30, 2016 and did not make any contributions during the six months ended June 30, 2015. We made $0.1 million and $0.7 million in SERP benefit payments for the three months ended June 30, 2016 and June 30, 2015, respectively. We made $1.8 million and $0.8 million SERP benefit payments for the six months ended June 30, 2016 and June 30, 2015, respectively. We anticipate an additional $6.9 million in SERP benefit payments during the remainder of 2016. Executive Deferred Compensation Plan We have an unqualified executive deferred compensation plan (“Deferred Compensation Plan”) that is available to certain management level employees and directors of the Company. Under the Deferred Compensation Plan, participants may elect to defer receipt of a portion of their annual compensation. The Deferred Compensation Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits. We use corporate-owned life insurance contracts held in a rabbi trust to support the plan. We had investments within this rabbi trust valued at $43.6 million, including $27.4 million of cash surrender value of Company-owned life insurance contracts and $16.2 million held in mutual funds, at June 30, 2016. We had investments within this rabbi trust valued at $42.8 million, including $27.0 million of cash surrender value of Company-owned life insurance contracts and $15.8 million held in mutual funds, at December 31, 2015. These mutual funds are valued using Level 1 and Level 2 inputs. These instruments are included within other non-current assets on our condensed consolidated balance sheets. Gains or losses related to these insurance contracts are included within miscellaneous, net in our condensed consolidated statements of operations. The unsecured obligation to pay the deferred compensation, including deferred director’s fees, adjusted to reflect the positive or negative performance of investment measurement options selected by each participant, totaled $44.6 million and $42.0 million at June 30, 2016 and December 31, 2015, respectively, and is included within other non-current liabilities on our condensed consolidated balance sheets. |
Other Non-Current Liabilities
Other Non-Current Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Non-Current Liabilities | 12. Other Non-Current Liabilities The following table outlines the details within other liabilities: As of (in thousands) June 30, 2016 December 31, 2015 Pension and post-employment benefits $ 73,341 $ 73,683 Deferred compensation 44,564 41,992 Uncertain tax positions 123,793 101,908 Other 25,177 32,808 Other non-current liabilities $ 266,875 $ 250,391 |
Foreign Exchange Risk Managemen
Foreign Exchange Risk Management | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Foreign Exchange Risk Management | 13. Foreign Exchange Risk Management In order to minimize earnings and cash flow volatility resulting from currency exchange rate changes, on occasion we enter into derivative instruments, principally forward and option foreign currency contracts. These contracts are designed to hedge anticipated foreign currency transactions and changes in the value of specific assets, liabilities and probable commitments. We do not enter into currency exchange rate derivative instruments for speculative purposes. The free-standing derivative forward contracts are used to offset our exposure to the change in value of specific foreign currency denominated assets and liabilities. These derivatives are not designated as hedges. Changes in the value of these contracts are recognized in earnings, thereby offsetting the current earnings effect of the related change in functional currency value of foreign currency denominated assets and liabilities. The gross notional amount of these contracts outstanding was $107.4 million and $118.6 million at June 30, 2016 and December 31, 2015, respectively. The cash flow settlements from these derivative contracts are primarily reported within investing activities in the condensed consolidated statements of cash flows. We recognized $8.2 million and $37.2 million of gains from these forward contracts for the three months ended June 30, 2016 and June 30, 2015, respectively, and $11.0 million and $43.1 million of gains from these forward contracts for the six months ended June 30, 2016 and June 30, 2015, respectively, included within gain on derivatives in the condensed consolidated statements of operations. Additionally, we have foreign exchange transaction losses of $23.3 million and $12.9 million for the three months ended June 30, 2016 and June 30, 2015, respectively, and foreign exchange transaction losses of $14.4 million and $18.3 million for the six months ended June 30, 2016 and June 30, 2015, respectively, which are included within miscellaneous, net in our condensed consolidated statements of operations. |
Redeemable Non-controlling Inte
Redeemable Non-controlling Interests and Non-controlling Interest | 6 Months Ended |
Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-controlling Interests and Non-controlling Interest | 14. Redeemable Non-controlling Interests and Non-controlling Interest Redeemable Non-controlling Interests A non-controlling owner previously held a 35.0 percent residual interest in the Travel Channel. The owner of the non-controlling interest had a put option requiring us to purchase their interest, and we had a call option to acquire their interest. We exercised our call option and executed a contract on February 25, 2016, for an agreed upon price of $99.0 million. We now own 100.0 percent of Travel Channel. Non-controlling Interest The Food Network and Cooking Channel are operated and organized under the terms of a general partnership (the “Partnership”). The Company and a non-controlling owner hold interests in the Partnership. During the fourth quarter of 2014, the Partnership agreement was extended and specifies a dissolution date of December 31, 2016. If the term of the Partnership is not extended prior to that date, the Partnership agreement permits the Company, as holder of 80.0 percent of the applicable votes, to reconstitute the Partnership and continue its business. If for some reason the Partnership is not continued, it will be required to limit its activities to winding up, settling debts, liquidating assets and distributing proceeds to the partners in proportion to their partnership interests. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | 15. Shareholders’ Equity Capital Stock SNI’s capital structure includes Common Voting Shares and Class A Common Shares. Our Amended and Restated Articles of Incorporation provide that the holders of Class A Common Shares, who are not entitled to vote on any other matters except as required by Ohio law, are entitled to elect the greater of three or one-third of the directors. The Common Voting Shares and Class A Common Shares have equal dividend distribution rights. Incentive Plans The Scripps Networks Interactive, Inc. 2015 Long-Term Incentive Plan (the “2015 LTI Plan”) provides for long-term equity incentive compensation for key employees and members of the Company’s Board of Directors (the “Board”). T he 2015 LTI Plan authorizes the grant of equity-based compensation to non-employee directors, officers and other key employees in the form of incentive or non-qualified stock options, stock appreciation rights, restricted shares, restricted stock units (“RSUs”), performance shares, performance units and other share-based awards and dividend equivalents. The Company has reserved 8.0 million Class A Common Shares for issuance under the 2015 LTI Plan. The 2015 LTI Plan will remain in effect until February 2025, unless terminated sooner by the Board. Termination will not affect outstanding grants and awards. The 2015 LTI Plan replaced the Scripps Networks Interactive, Inc. 2008 Long-Term Incentive Plan (the “Prior LTI Plan”), and no further awards will be made under the Prior LTI Plan. However, awards granted under the Prior LTI Plan remain outstanding in accordance with their terms. We satisfy stock option exercises and vested stock awards with newly-issued shares. Shares available for future share compensation grants totaled 6.9 million at June 30, 2016. During the six months ended June 30, 2016, the Company granted 0.6 million stock options and less than 0.4 million RSUs, including performance-based restricted stock units (“PBRSUs”) under the 2015 LTI Plan. During the six months ended June 30, 2015, the Company granted 0.4 million stock options and 0.3 million RSUs, including PBRSUs. The number of shares ultimately issued for PBRSUs will depend upon performance compared to specified metrics. The fair values for stock options are estimated on the grant date using a lattice-based binomial model. Assumptions utilized in the model are evaluated and revised, as necessary, to reflect market conditions and experience. Share-based compensation costs totaled $7.0 million and $7.1 million for the three months ended June 30, 2016 and June 30, 2015, respectively, and $24.7 million and $24.3 million for the six months ended June 30, 2016 and June 30, 2015, respectively. As of June 30, 2016, unrecognized share-based compensation expense was as follows: (in thousands) Amount Weighted-Average Period Stock options $ 2,921 2.4 years RSUs and PBRSUs 21,780 1.8 years Total unrecognized share-based compensation $ 24,701 Share Repurchase Programs We have share repurchase programs (“Repurchase Programs”) authorized by the Board that permit us to acquire the Company’s Class A Common Shares. We did not repurchase any shares during the three months ended June 30, 2016 and June 30, 2015, respectively. We did not repurchase any shares for the six months ended June 30, 2016. During the six months ended June 30, 2015, we repurchased 4.0 million shares for approximately $289.5 million, including 3.0 million shares repurchased for approximately $216.8 million from Scripps family members. As of June 30, 2016, $1,512.5 million in authorization remains available for repurchase under the Repurchase Programs. All shares repurchased under the Repurchase Programs are retired and returned to authorized and unissued shares. There is no expiration date for the Repurchase Programs, and we are under no commitment or obligation to repurchase any particular amount of Class A Common Shares under the Repurchase Programs. |
Comprehensive Income
Comprehensive Income | 6 Months Ended |
Jun. 30, 2016 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |
Comprehensive Income | 16. Comprehensive Income Changes in the accumulated other comprehensive income or loss (“AOCI”) balance by component consisted of the following: Three months ended June 30, 2016 2015 (in thousands) Currency Translation Pension Plan and SERP Liability Currency Translation Pension Plan and SERP Liability AOCI beginning period balance $ (57,421 ) $ (31,328 ) $ (51,857 ) $ (32,105 ) Other comprehensive income (loss) before reclassifications (122,251 ) — 29,610 — Amounts reclassified from AOCI — 666 — 728 Net current-period other comprehensive income (loss) (122,251 ) 666 29,610 728 AOCI end of period balance $ (179,672 ) $ (30,662 ) $ (22,247 ) $ (31,377 ) Six months ended June 30, 2016 2015 (in thousands) Currency Translation Pension Plan and SERP Liability Currency Translation Pension Plan and SERP Liability AOCI beginning period balance $ (98,239 ) $ (31,994 ) $ (25,122 ) $ (32,769 ) Other comprehensive income (loss) before reclassifications (81,433 ) — 2,875 — Amounts reclassified from AOCI — 1,332 — 1,392 Net current-period other comprehensive income (loss) (81,433 ) 1,332 2,875 1,392 AOCI end of period balance $ (179,672 ) $ (30,662 ) $ (22,247 ) $ (31,377 ) Amounts reported in the table above are net of income tax. Amounts reclassified to net earnings for Pension Plan and SERP liability adjustments relate to the amortization of actuarial losses. These amounts are included within selling, general and administrative in our condensed consolidated statements of operations and totaled $1.0 million and $1.2 million for the three months ended June 30, 2016 and June 30, 2015, respectively, and $2.0 million and $2.4 million for the six months ended June 30, 2016 and June 30, 2015, respectively (see Note 11 - Employee Benefit Plans |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 17. Segment Information The Company’s operating segments are determined based upon our management and internal reporting structure. As a result of the Transactions (see Note 4 – Acquisitions U.S. Networks includes our six domestic television networks: HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel and Great American Country. U.S. Networks also includes websites associated with the aforementioned television brands and other internet and mobile businesses serving home, food, travel and other lifestyle-related categories. U.S. Networks also includes our digital content studio, Scripps Networks Lifestyle Studio. The Food Network and Cooking Channel are included in the Partnership, of which we own 68.7 percent. Each of our networks is distributed by cable and satellite distributors, telecommunication service providers and certain non-linear providers, such as those providing streaming or on-demand services. U.S. Networks earns revenue primarily from the sale of advertising time and from distribution fees paid by distributors of our content. U.S. Networks also earns revenue from licensing of content to third parties and of brands for consumer products, such as videos, books, kitchenware and tools. International Networks includes the TVN lifestyle-oriented networks as well as those available in the UK, EMEA, APAC and Latin America. Corporate and Other includes the results of businesses not separately identified as reportable segments for external financial reporting purposes and will continue to be disclosed separately from the results of U.S. Networks and International Networks. The Company generally does not allocate employee-related corporate overhead costs to its reportable segments, but rather classifies these expenses within Corporate and Other. However, certain corporate costs, including information technology, pension and other employee benefits and other shared service functions, are allocated to our reportable segments. These allocations are generally amounts agreed upon by management, which may differ from amounts that would be incurred if such services were purchased separately by the reportable segments. Intersegment revenue eliminations are included in Corporate and Other and totaled $6.5 million and $5.1 million for the three months ended June 30, 2016 and June 30, 2015, respectively, and $13.1 million and $9.8 million for the six months ended June 30, 2016 and June 30, 2015, respectively. Our Chief Operating Decision Maker (“CODM”), whom we have identified as our Chief Executive Officer, evaluates the operating performance of our businesses and makes decisions about the allocation of resources to the businesses using a measure we refer to as segment profit. Segment profit excludes interest, income taxes, depreciation and amortization, divested operating units, investment results and certain other items included in net income determined in accordance with GAAP. Information regarding our segments is as follows: Three months ended June 30, Six months ended June 30, (in thousands) 2016 2015 2016 2015 Segment operating revenues: U.S. Networks $ 752,321 $ 715,100 $ 1,454,516 $ 1,354,004 International Networks 147,044 22,088 268,382 46,153 Corporate and Other (6,594 ) (5,086 ) (13,249 ) (9,805 ) Total operating revenues $ 892,771 $ 732,102 $ 1,709,649 $ 1,390,352 Cost of services, excluding depreciation and amortization 286,999 195,087 566,666 394,234 Selling, general and administrative 191,133 178,498 389,954 380,685 Total segment profit $ 414,639 $ 358,517 $ 753,029 $ 615,433 Depreciation 16,089 14,798 33,628 31,693 Amortization 25,654 11,640 56,716 23,335 Loss (gain) on disposal of property and equipment - 44 (242 ) 2,560 Total operating income 372,896 332,035 662,927 557,845 Interest expense, net (33,175 ) (16,835 ) (66,920 ) (29,802 ) Equity in earnings of affiliates 21,712 27,290 47,390 46,235 Gain on derivatives 8,267 37,198 11,033 43,131 (Loss) gain on sale of investments (16,373 ) - 191,824 - Miscellaneous, net (21,672 ) (13,194 ) (15,606 ) (13,596 ) Income from operations before income taxes $ 331,655 $ 366,494 $ 830,648 $ 603,813 Segment profit (loss): U.S. Networks $ 401,139 $ 397,332 $ 760,636 $ 697,836 International Networks 37,369 (10,495 ) 47,158 (16,374 ) Corporate and Other (23,869 ) (28,320 ) (54,765 ) (66,029 ) Total segment profit $ 414,639 $ 358,517 $ 753,029 $ 615,433 Depreciation: U.S. Networks $ 12,716 $ 12,848 $ 26,869 $ 27,560 International Networks 3,114 949 6,239 2,078 Corporate and Other 259 1,001 520 2,055 Total depreciation $ 16,089 $ 14,798 $ 33,628 $ 31,693 Amortization: U.S. Networks $ 10,022 $ 10,021 $ 20,043 $ 19,961 International Networks 15,632 1,619 36,673 3,374 Corporate and Other - - - - Total amortization $ 25,654 $ 11,640 $ 56,716 $ 23,335 Loss (gain) on disposal of property and equipment U.S. Networks $ - $ 34 $ 42 $ 3,581 International Networks - 9 (284 ) 9 Corporate and Other - 1 - (1,030 ) Total loss (gain) on disposal of property and equipment $ - $ 44 $ (242 ) $ 2,560 Equity in earnings of affiliates: U.S. Networks $ 9,014 $ 14,486 $ 16,746 $ 24,507 International Networks 12,698 12,804 30,644 21,728 Corporate and Other - - - - Total equity in earnings of affiliates $ 21,712 $ 27,290 $ 47,390 $ 46,235 Three months ended June 30, Six months ended June 30, (in thousands) 2016 2015 2016 2015 Additions to property and equipment: U.S. Networks $ 8,567 $ 8,582 $ 17,238 $ 16,251 International Networks 4,385 496 7,059 776 Corporate and Other - 1 - 1,451 Total additions to property and equipment $ 12,952 $ 9,079 $ 24,297 $ 18,478 Operating revenues by geographic location: United States $ 755,427 $ 717,081 $ 1,457,315 $ 1,359,886 Poland 120,095 $ - 217,853 - Other International 17,249 $ 15,021 34,481 30,466 Total operating revenues $ 892,771 $ 732,102 $ 1,709,649 $ 1,390,352 As of June 30, 2016 December 31, 2015 Assets: U.S. Networks $ 2,903,981 $ 2,937,428 International Networks 3,165,665 3,276,989 Corporate and Other 443,069 457,897 Total assets $ 6,512,715 $ 6,672,314 Long-lived assets by geographic location: United States $ 1,862,190 $ 1,903,918 Poland 2,333,333 2,406,842 Other International 481,687 541,719 Total long-lived assets $ 4,677,210 $ 4,852,479 No single customer provides more than 10.0 percent of our revenues. Assets held by our businesses and physically located outside of the United States totaled $3,104.0 million and $3,238.2 million at June 30, 2016 and December 31, 2015, respectively. |
Description of Business and B27
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Reclassifications | Reclassifications During the quarter, the Company adopted new guidance related to the accounting for employee share-based payments. This change resulted in a reclassification in 2016 of $0.1 million of the cumulative effect from 2015 and 2014 of forfeited share-based payments from retained earnings to additional paid-in capital on our condensed consolidated balance sheets and our condensed consolidated statements of shareholders’ equity. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Weighted Average Shares Outstanding | The following table presents information about basic and diluted weighted average shares outstanding: Three months ended Six months ended June 30, June 30, ( in thousands ) 2016 2015 2016 2015 Basic weighted average shares outstanding 129,562 129,225 129,434 130,237 Effect of dilutive securities: Unvested share units and shares held by employees 230 183 212 168 Stock options held by employees and directors 349 460 325 493 Diluted weighted average shares outstanding 130,141 129,868 129,971 130,898 Anti-dilutive share awards 881 727 1,296 532 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Fair values of assets acquired and liabilities assumed | The following table summarizes the final fair values of the assets acquired and liabilities assumed as of the Acquisition Date, which were allocated based on information available at the Acquisition Date. (in thousands) Balance Sheet Classification Fair Value at July 1, 2015 Cash consideration transferred $ 652,365 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets acquired: Cash and cash equivalents 105,714 Restricted cash 7,342 Accounts receivable 110,387 Other current assets 21,592 Investments 354,719 Property and equipment 92,133 Programs and program licenses 79,211 Intangible assets 760,636 Liabilities assumed: Accounts payable (28,941 ) Program rights payable (current portion) (19,395 ) Deferred revenue (2,132 ) Employee compensation and benefits (27,896 ) Other accrued liabilities (64,767 ) 2018 TVN Notes (128,577 ) 2020 TVN Notes (528,205 ) 2021 PIK Notes (409,549 ) Term Loan (18,178 ) Deferred income taxes (23,651 ) Program rights payable (less current portion) (3,492 ) Other non-current liabilities (5,624 ) Non-controlling interest (858,530 ) Goodwill 1,239,568 Net Assets acquired $ 652,365 |
Fair value of identifiable intangible assets | The following table represents the fair value of identifiable intangible assets and their assumed estimated useful lives. (in thousands) Intangible Asset Category Type Weighted Average Life in Years Fair Value at July 1, 2015 Copyrights and other tradenames Amortizable 23 $ 333,912 Broadcast licenses Amortizable 25 128,017 Advertiser lists Amortizable 7 106,681 Customer lists Amortizable 15 26,670 Acquired network distribution rights and other Amortizable 20 165,356 $ 760,636 |
Pro forma results | (in thousands) Three months ended Six months ended Pro Forma Results (unaudited) June 30, 2015 June 30, 2015 Pro forma revenues $ 852,626 $ 1,608,469 Pro forma net income attributable to SNI $ 155,826 $ 295,361 Pro forma net income attributable to SNI shareholders per share of common stock: Basic $ 1.21 $ 2.27 Diluted $ 1.20 $ 2.26 Weighted average shares outstanding: Basic 129,225 130,237 Diluted 129,868 130,898 |
Employee Termination Programs (
Employee Termination Programs (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Voluntary Early Retirement Program, Employee Termination and Contract Termination Costs [Member] | |
Summary of Rollforward of the Liability Related to the Restructuring Charges by Segment | A rollforward of the liability related to the Restructuring charges by segment is as follows: Six months ended June 30, 2016 (in thousands) U.S. Networks International Networks Corporate and Other Total Liability as of December 31, 2015 $ 605 $ - $ 5,314 $ 5,919 Net accruals 5 - (315 ) (310 ) Payments (610 ) - (4,315 ) (4,925 ) Non-cash (a) - - 333 333 Liability as of June 30, 2016 $ - $ - $ 1,017 $ 1,017 Six months ended June 30, 2015 (in thousands) U.S. Networks International Networks Corporate and Other Total Liability as of December 31, 2014 $ 12,041 - 2,031 $ 14,072 Net accruals 5,261 - 5,914 11,175 Payments (12,913 ) - (1,569 ) (14,482 ) Non-cash (a) - - (946 ) (946 ) Liability as of June 30, 2015 $ 4,389 $ - $ 5,430 $ 9,819 (a) |
Reorganization [Member] | |
Schedule of Rollforward of the Liability Related to the Reorganization Charges by Segment | A rollforward of the liability related to the Reorganization charges by segment is as follows: Six months ended June 30, 2016 (in thousands) U.S. Networks International Networks Corporate and Other Total Liability as of December 31, 2015 $ 3,258 $ - $ 8 $ 3,266 Net accruals 7,467 - 3,740 11,207 Payments (8,537 ) - (2,617 ) (11,154 ) Non-cash (b) (422 ) - (1,131 ) (1,553 ) Liability as of June 30, 2016 $ 1,766 $ - $ - $ 1,766 (b) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of fair value on recurring measurements | Recurring Measurements As of June 30, 2016 (in thousands) Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 5,412 $ 5,412 $ - $ - Derivative asset 632 - $ 632 - Total assets measured at fair value on a recurring basis $ 6,044 $ 5,412 $ 632 $ - Temporary equity - Redeemable non-controlling interests $ - $ - $ - $ - As of December 31, 2015 (in thousands) Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 80,944 $ 80,944 $ - $ - Derivative asset 615 - 615 - Total assets measured at fair value on a recurring basis $ 81,559 $ 80,944 $ 615 $ - Temporary equity - Redeemable non-controlling interests $ 99,000 $ - $ - $ 99,000 |
Summary of activity for account balances whose fair value measurements are estimated utilizing level 3 inputs | The following table summarizes the activity for account balances whose fair value measurements are estimated utilizing Level 3 inputs: Redeemable Non-controlling Interests As of (in thousands) June 30, 2016 December 31, 2015 Beginning period balance $ 99,000 $ 96,251 Net income (loss) 2,162 (2,760 ) Fair value adjustments (2,162 ) 17,794 Dividends paid to non-controlling interests - (12,985 ) Additions to non-controlling interests - 700 Purchase of non-controlling interest (99,000 ) - Ending period balance $ - $ 99,000 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of investment | Investments consisted of the following: As of (in thousands) June 30, 2016 December 31, 2015 Equity method investments $ 691,319 $ 741,823 Cost method investments 52,655 65,807 Total investments $ 743,974 $ 807,630 |
Equity method investments | Investments accounted for using the equity method include the following: As of June 30, 2016 December 31, 2015 UKTV 50.0% 50.0% HGTV Magazine JV 50.0% 50.0% Food Network Magazine JV 50.0% 50.0% * Everytap 40.0% 40.0% HGTV Canada 33.0% 33.0% * nC+ 32.0% 32.0% Food Canada 29.0% 29.0% * Onet 25.0% 25.0% Fox-BRV Southern Sports Holdings - 7.3% * Acquired as a part of the Acquisition |
UKTV [Member] | |
Summary of Estimated Amortization | The table below summarizes estimated amortization that we expect to reduce the Company’s equity in UKTV’s earnings for future periods: ( in thousands ) Estimated Amortization** Remainder of 2016 $ 5,756 2017 $ 12,700 2018 $ 12,795 2019 $ 12,891 2020 $ 12,986 Thereafter $ 94,740 ** The functional currency of UKTV is the Great British Pound ("GBP"), so these amounts are subject to change as the GBP to USD exchange rates fluctuate. |
nC+ [Member] | |
Summary of Estimated Amortization | The table below summarizes estimated amortization that we expect to reduce the Company’s equity in nC+’s earnings for future periods: ( in thousands ) Estimated Amortization** Remainder of 2016 $ 1,848 2017 $ 3,817 2018 $ 3,817 2019 $ 3,807 2020 $ 3,788 Thereafter $ 25,518 ** The functional currency of nC+ is the Polish Zloty ("PLN"), so these amounts are subject to change as the PLN to USD exchange rates fluctuate. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets consisted of the following: As of ( in thousands ) June 30, 2016 December 31, 2015 Goodwill, net $ 1,785,349 $ 1,804,748 Intangible assets: Carrying amount: Acquired network distribution rights $ 746,320 $ 744,962 Customer and advertiser lists 219,417 223,726 Copyrights and other tradenames 379,696 390,111 Broadcast licenses 120,191 124,030 Acquired rights and other 119,870 120,267 Total carrying amount 1,585,494 1,603,096 Accumulated amortization: Acquired network distribution rights (215,607 ) (195,678 ) Customer and advertiser lists (90,221 ) (81,892 ) Copyrights and other tradenames (50,297 ) (30,875 ) Broadcast licenses (5,337 ) (2,524 ) Acquired rights and other (32,817 ) (29,463 ) Total accumulated amortization (394,279 ) (340,432 ) Total intangible assets, net $ 1,191,215 $ 1,262,664 |
Summary of amortization expense associated with intangible assets | Amortization expense associated with intangible assets for each of the next five years is expected to be as follows: ( in thousands ) Estimated Amortization ** Remainder of 2016 $ 46,338 2017 $ 100,437 2018 $ 98,976 2019 $ 98,115 2020 $ 86,935 Thereafter $ 760,414 ** The functional currency of certain foreign subsidiaries differs from the U.S. Dollar, so these amounts are subject to change as exchange rates fluctuate. |
Activity related to goodwill and amortizable intangible assets by business segment | Activity related to goodwill by business segment consisted of the following: (in thousands) U.S. Networks International Networks Corporate and Other Total Goodwill Balance as of December 31, 2015 $ 510,484 $ 1,294,264 $ - $ 1,804,748 Update to purchase price allocation during the measurement period - (19,879 ) - (19,879 ) Foreign currency translation adjustment - 480 - 480 Balance as of June 30, 2016 $ 510,484 $ 1,274,865 $ - $ 1,785,349 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Liabilities Current Portion [Abstract] | |
Other Accrued Liabilities | The following table outlines the details within other accrued liabilities: As of (in thousands) June 30, 2016 December 31, 2015 Accrued rent $ 19,795 $ 21,736 Accrued advertising rebates 17,752 20,808 Accrued marketing and advertising 9,147 11,437 Accrued interest 8,407 8,400 Accrued taxes 27,272 2,029 Accrued other expenses 72,201 95,559 Total $ 154,574 $ 159,969 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-term debt | Debt consisted of the following: As of (in thousands) Maturity June 30, 2016 December 31, 2015 Amended Revolving Credit Facility 2019 - 2020 $ - $ 389,170 Term Loan 2017 249,863 249,129 2.70% Senior Notes 2016 499,624 499,174 2.75% Senior Notes 2019 496,302 495,750 TVN 7.38% Senior Notes 2020 402,273 399,986 2.80% Senior Notes 2020 594,524 593,796 3.50% Senior Notes 2022 395,703 395,309 3.90% Senior Notes 2024 493,593 493,210 3.95% Senior Notes 2025 495,056 494,748 Total debt $ 3,626,938 $ 4,010,272 Current portion of debt (749,487 ) (499,174 ) Debt (less current portion) $ 2,877,451 $ 3,511,098 Fair value of debt * $ 3,747,594 $ 3,977,985 *The fair value of the Senior Notes was estimated using Level 2 inputs comprised of quoted prices in active markets, market indices and interest rate measurements for debt with similar remaining maturity. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Components of pension plan and SERP expense | The components of the Pension Plan and SERP expense consisted of the following: Pension Plan SERP Six months ended June 30, Six months ended June 30, (in thousands) 2016 2015 2016 2015 Interest cost $ 1,552 $ 1,464 $ 866 $ 670 Expected return on plan assets, net of expenses (1,644 ) (1,898 ) - - Special termination benefits - 831 - 293 Amortization of net loss 1,060 1,136 1,032 1,208 Settlement charges 1,958 - Total $ 968 $ 3,491 $ 1,898 $ 2,171 Pension Plan SERP Three months ended June 30, Three months ended June 30, (in thousands) 2016 2015 2016 2015 Interest cost $ 776 $ 732 $ 433 $ 335 Expected return on plan assets, net of expenses (822 ) (949 ) - - Special termination benefits - 248 - 127 Amortization of net loss 530 568 516 604 Settlement charges - 1,958 - - Total $ 484 $ 2,557 $ 949 $ 1,066 |
Other Non-Current Liabilities (
Other Non-Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | The following table outlines the details within other liabilities: As of (in thousands) June 30, 2016 December 31, 2015 Pension and post-employment benefits $ 73,341 $ 73,683 Deferred compensation 44,564 41,992 Uncertain tax positions 123,793 101,908 Other 25,177 32,808 Other non-current liabilities $ 266,875 $ 250,391 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Unrecognized Share-Based Compensation Expense | As of June 30, 2016, unrecognized share-based compensation expense was as follows: (in thousands) Amount Weighted-Average Period Stock options $ 2,921 2.4 years RSUs and PBRSUs 21,780 1.8 years Total unrecognized share-based compensation $ 24,701 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Changes in the accumulated other comprehensive income or loss (“AOCI”) balance by component consisted of the following: Three months ended June 30, 2016 2015 (in thousands) Currency Translation Pension Plan and SERP Liability Currency Translation Pension Plan and SERP Liability AOCI beginning period balance $ (57,421 ) $ (31,328 ) $ (51,857 ) $ (32,105 ) Other comprehensive income (loss) before reclassifications (122,251 ) — 29,610 — Amounts reclassified from AOCI — 666 — 728 Net current-period other comprehensive income (loss) (122,251 ) 666 29,610 728 AOCI end of period balance $ (179,672 ) $ (30,662 ) $ (22,247 ) $ (31,377 ) Six months ended June 30, 2016 2015 (in thousands) Currency Translation Pension Plan and SERP Liability Currency Translation Pension Plan and SERP Liability AOCI beginning period balance $ (98,239 ) $ (31,994 ) $ (25,122 ) $ (32,769 ) Other comprehensive income (loss) before reclassifications (81,433 ) — 2,875 — Amounts reclassified from AOCI — 1,332 — 1,392 Net current-period other comprehensive income (loss) (81,433 ) 1,332 2,875 1,392 AOCI end of period balance $ (179,672 ) $ (30,662 ) $ (22,247 ) $ (31,377 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Information regarding business segments | Intersegment revenue eliminations are included in Corporate and Other and totaled $6.5 million and $5.1 million for the three months ended June 30, 2016 and June 30, 2015, respectively, and $13.1 million and $9.8 million for the six months ended June 30, 2016 and June 30, 2015, respectively. Our Chief Operating Decision Maker (“CODM”), whom we have identified as our Chief Executive Officer, evaluates the operating performance of our businesses and makes decisions about the allocation of resources to the businesses using a measure we refer to as segment profit. Segment profit excludes interest, income taxes, depreciation and amortization, divested operating units, investment results and certain other items included in net income determined in accordance with GAAP. Information regarding our segments is as follows: Three months ended June 30, Six months ended June 30, (in thousands) 2016 2015 2016 2015 Segment operating revenues: U.S. Networks $ 752,321 $ 715,100 $ 1,454,516 $ 1,354,004 International Networks 147,044 22,088 268,382 46,153 Corporate and Other (6,594 ) (5,086 ) (13,249 ) (9,805 ) Total operating revenues $ 892,771 $ 732,102 $ 1,709,649 $ 1,390,352 Cost of services, excluding depreciation and amortization 286,999 195,087 566,666 394,234 Selling, general and administrative 191,133 178,498 389,954 380,685 Total segment profit $ 414,639 $ 358,517 $ 753,029 $ 615,433 Depreciation 16,089 14,798 33,628 31,693 Amortization 25,654 11,640 56,716 23,335 Loss (gain) on disposal of property and equipment - 44 (242 ) 2,560 Total operating income 372,896 332,035 662,927 557,845 Interest expense, net (33,175 ) (16,835 ) (66,920 ) (29,802 ) Equity in earnings of affiliates 21,712 27,290 47,390 46,235 Gain on derivatives 8,267 37,198 11,033 43,131 (Loss) gain on sale of investments (16,373 ) - 191,824 - Miscellaneous, net (21,672 ) (13,194 ) (15,606 ) (13,596 ) Income from operations before income taxes $ 331,655 $ 366,494 $ 830,648 $ 603,813 Segment profit (loss): U.S. Networks $ 401,139 $ 397,332 $ 760,636 $ 697,836 International Networks 37,369 (10,495 ) 47,158 (16,374 ) Corporate and Other (23,869 ) (28,320 ) (54,765 ) (66,029 ) Total segment profit $ 414,639 $ 358,517 $ 753,029 $ 615,433 Depreciation: U.S. Networks $ 12,716 $ 12,848 $ 26,869 $ 27,560 International Networks 3,114 949 6,239 2,078 Corporate and Other 259 1,001 520 2,055 Total depreciation $ 16,089 $ 14,798 $ 33,628 $ 31,693 Amortization: U.S. Networks $ 10,022 $ 10,021 $ 20,043 $ 19,961 International Networks 15,632 1,619 36,673 3,374 Corporate and Other - - - - Total amortization $ 25,654 $ 11,640 $ 56,716 $ 23,335 Loss (gain) on disposal of property and equipment U.S. Networks $ - $ 34 $ 42 $ 3,581 International Networks - 9 (284 ) 9 Corporate and Other - 1 - (1,030 ) Total loss (gain) on disposal of property and equipment $ - $ 44 $ (242 ) $ 2,560 Equity in earnings of affiliates: U.S. Networks $ 9,014 $ 14,486 $ 16,746 $ 24,507 International Networks 12,698 12,804 30,644 21,728 Corporate and Other - - - - Total equity in earnings of affiliates $ 21,712 $ 27,290 $ 47,390 $ 46,235 Three months ended June 30, Six months ended June 30, (in thousands) 2016 2015 2016 2015 Additions to property and equipment: U.S. Networks $ 8,567 $ 8,582 $ 17,238 $ 16,251 International Networks 4,385 496 7,059 776 Corporate and Other - 1 - 1,451 Total additions to property and equipment $ 12,952 $ 9,079 $ 24,297 $ 18,478 Operating revenues by geographic location: United States $ 755,427 $ 717,081 $ 1,457,315 $ 1,359,886 Poland 120,095 $ - 217,853 - Other International 17,249 $ 15,021 34,481 30,466 Total operating revenues $ 892,771 $ 732,102 $ 1,709,649 $ 1,390,352 As of June 30, 2016 December 31, 2015 Assets: U.S. Networks $ 2,903,981 $ 2,937,428 International Networks 3,165,665 3,276,989 Corporate and Other 443,069 457,897 Total assets $ 6,512,715 $ 6,672,314 Long-lived assets by geographic location: United States $ 1,862,190 $ 1,903,918 Poland 2,333,333 2,406,842 Other International 481,687 541,719 Total long-lived assets $ 4,677,210 $ 4,852,479 |
Description of Business and B41
Description of Business and Basis of Presentation - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($)Segment | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Number of reportable segments | Segment | 2 |
Restatement Adjustment [Member] | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |
Reclassification of forfeited share based payments from retained earnings to additional paid-in capital | $ | $ 0.1 |
Earnings per Share - Summary of
Earnings per Share - Summary of Basic and Diluted Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Weighted average basic shares outstanding | 129,562 | 129,225 | 129,434 | 130,237 |
Effect of dilutive securities: | ||||
Unvested share units and shares held by employees (in shares) | 230 | 183 | 212 | 168 |
Stock options held by employees and directors (in shares) | 349 | 460 | 325 | 493 |
Diluted weighted average shares outstanding (in shares) | 130,141 | 129,868 | 129,971 | 130,898 |
Anti-dilutive share awards (in shares) | 881 | 727 | 1,296 | 532 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) € in Millions, shares in Millions | Jun. 16, 2016USD ($) | Jun. 16, 2016EUR (€) | Nov. 16, 2015EUR (€) | Sep. 15, 2015EUR (€) | Jul. 01, 2015USD ($) | Jul. 01, 2015EUR (€) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2015EUR (€) | Jun. 30, 2016USD ($)shares | Jun. 30, 2016EUR (€)shares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 28, 2015 | Jul. 31, 2015EUR (€) | Jul. 06, 2015USD ($) | Jul. 06, 2015PLN / shares | Jul. 01, 2015EUR (€) | Jun. 26, 2015USD ($) | May 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||||||
Business acquisition consideration | $ 99,000,000 | ||||||||||||||||||||
Cash consideration | € | € 584 | ||||||||||||||||||||
Foreign currency option premium | $ 16,000,000 | $ 16,000,000 | |||||||||||||||||||
Call option cost | $ 625,000,000 | ||||||||||||||||||||
Gain on derivatives | $ 8,267,000 | $ 37,198,000 | 11,033,000 | 43,131,000 | |||||||||||||||||
Business acquisition related expenses | 4,200,000 | 14,400,000 | |||||||||||||||||||
Net income attributable to SNI | (2,600,000) | (8,900,000) | |||||||||||||||||||
Pre-payment of long term debt | 390,000,000 | 1,700,000,000 | |||||||||||||||||||
Goodwill | 1,785,349,000 | 1,785,349,000 | $ 1,804,748,000 | ||||||||||||||||||
Payment to acquire new network distribution right | $ 11,634,000 | ||||||||||||||||||||
New Network Distribution Right [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Payment to acquire new network distribution right | $ 11,600,000 | € 10.4 | |||||||||||||||||||
New distribution rights of intangible asset expected life in years | 4 years | 4 years | |||||||||||||||||||
Term Loan [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Term Loan | 249,863,000 | 250,000,000 | $ 249,863,000 | 250,000,000 | 249,129,000 | $ 249,863,000 | |||||||||||||||
Revolving Credit Facility | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Line of credit facility | $ 0 | 0 | $ 389,200,000 | $ 900,000,000 | |||||||||||||||||
Operating activities and as a cash inflow from settlement [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Gain on derivatives | 48,900,000 | 33,000,000 | |||||||||||||||||||
Foreign Currency Option Contract [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Gain on derivatives | 31,900,000 | ||||||||||||||||||||
N-Vision B.V. [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Outstanding shares acquired, percentage | 100.00% | 100.00% | |||||||||||||||||||
Business acquisition consideration | $ 1,608,600,000 | € 1,440 | |||||||||||||||||||
Cash consideration | $ 652,365,000 | € 584 | |||||||||||||||||||
Assumption of debt | 956,200,000 | € 856 | |||||||||||||||||||
Proceeds from issuance of debt | 1,500,000,000 | ||||||||||||||||||||
Foreign Currency Transaction Gain (Loss), before Tax | $ (18,900,000) | $ (18,900,000) | |||||||||||||||||||
Payments To Retire | € | € 364.9 | ||||||||||||||||||||
Senior P I K Toggle Notes Value | € | € 300 | ||||||||||||||||||||
Goodwill | 1,239,568,000 | ||||||||||||||||||||
TVN [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Outstanding shares acquired, percentage | 100.00% | ||||||||||||||||||||
Assumption of debt | 621,100,000 | € 556 | |||||||||||||||||||
Outstanding voting share purchase price amount | 831,500,000 | $ 853,900,000 | |||||||||||||||||||
Outstanding voting share purchase price amount through squeeze-out. | 22,400,000 | ||||||||||||||||||||
Total consideration for acquisition | $ 2,462,500,000 | ||||||||||||||||||||
Percentage of voting share controlling interest | 52.70% | 52.70% | |||||||||||||||||||
Percentage offer of minimum ownership | 66.00% | 66.00% | |||||||||||||||||||
Outstanding voting share purchase price per share | PLN / shares | PLN 20 | ||||||||||||||||||||
Acquisition of additional shares | shares | 156.7 | 156.7 | |||||||||||||||||||
Cumulative percentage of ownership of outstanding share capital | 98.80% | ||||||||||||||||||||
TVN [Member] | TVN 7.38% Senior Notes [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Debt instrument Stated interest rate | 7.38% | ||||||||||||||||||||
Pre-payment of long term debt | € | € 45.1 | ||||||||||||||||||||
Pre-payment of principal amount | € | 43 | ||||||||||||||||||||
Pre-payment of accrued interest | € | 0.8 | ||||||||||||||||||||
Pre-payment of premium | € | € 1.3 | € 1.3 | |||||||||||||||||||
Pre Payment Percentage Of Right From Outstanding Principal Amount | 10.00% | ||||||||||||||||||||
Senior note maturity date | € | 45.6 | ||||||||||||||||||||
Debt Instrument, Principal amount | € | 43 | ||||||||||||||||||||
Debt Instrument, Accrued but unpaid interest | € | € 1.3 | ||||||||||||||||||||
TVN [Member] | TVN 7.88% Senior Notes [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Debt instrument Stated interest rate | 7.88% | ||||||||||||||||||||
Senior note maturity date | € | € 118.9 | ||||||||||||||||||||
Debt Instrument, Principal amount | € | 116.6 | ||||||||||||||||||||
Debt Instrument, premium | € | € 2.3 |
Acquisitions - Fair Values of A
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed (Details) $ in Thousands, € in Millions | Jul. 01, 2015USD ($) | Jul. 01, 2015EUR (€) | Mar. 31, 2015EUR (€) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Balance Sheet Classification | |||||
Cash consideration | € | € 584 | ||||
Assets acquired: | |||||
Intangible assets | $ 760,636 | ||||
Liabilities assumed: | |||||
Goodwill | $ 1,785,349 | $ 1,804,748 | |||
N-Vision B.V. [Member] | |||||
Balance Sheet Classification | |||||
Cash consideration | 652,365 | € 584 | |||
Assets acquired: | |||||
Cash and cash equivalents | 105,714 | ||||
Restricted cash | 7,342 | ||||
Accounts receivable | 110,387 | ||||
Other current assets | 21,592 | ||||
Investments | 354,719 | ||||
Property and equipment | 92,133 | ||||
Programs and program licenses | 79,211 | ||||
Intangible assets | 760,636 | ||||
Liabilities assumed: | |||||
Accounts payable | (28,941) | ||||
Program rights payable (current portion) | (19,395) | ||||
Deferred revenue | (2,132) | ||||
Employee compensation and benefits | (27,896) | ||||
Other accrued liabilities | (64,767) | ||||
Deferred income taxes | (23,651) | ||||
Program rights payable (less current portion) | (3,492) | ||||
Other non-current liabilities | (5,624) | ||||
Non-controlling interest | (858,530) | ||||
Goodwill | 1,239,568 | ||||
Net Assets acquired | 652,365 | ||||
N-Vision B.V. [Member] | TVN 7.88% Senior Notes [Member] | |||||
Liabilities assumed: | |||||
Long-term debt | (128,577) | ||||
N-Vision B.V. [Member] | TVN 7.38% Senior Notes [Member] | |||||
Liabilities assumed: | |||||
Long-term debt | (528,205) | ||||
N-Vision B.V. [Member] | Eleven Point Zero Zero And Twelve Point Zero Zero P I K Toggle Notes | |||||
Liabilities assumed: | |||||
Long-term debt | (409,549) | ||||
N-Vision B.V. [Member] | Term Loan [Member] | |||||
Liabilities assumed: | |||||
Long-term debt | $ (18,178) |
Acquisitions - Fair Value of Id
Acquisitions - Fair Value of Identifiable Intangible Assets and Estimated Useful Lives (Details) $ in Thousands | Jul. 01, 2015USD ($) |
Acquired Finite Lived Intangible Assets [Line Items] | |
Intangible Assets acquired | $ 760,636 |
Copyrights and other trade names [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortizable intangible assets, life in years | 23 years |
Intangible Assets acquired | $ 333,912 |
Broadcast licenses [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortizable intangible assets, life in years | 25 years |
Intangible Assets acquired | $ 128,017 |
Advertiser lists [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortizable intangible assets, life in years | 7 years |
Intangible Assets acquired | $ 106,681 |
Customer lists [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortizable intangible assets, life in years | 15 years |
Intangible Assets acquired | $ 26,670 |
Acquired network distribution rights and other [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortizable intangible assets, life in years | 20 years |
Intangible Assets acquired | $ 165,356 |
Acquisitions - Pro forma Result
Acquisitions - Pro forma Results (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | |
Business Combinations [Abstract] | ||
Pro forma revenues | $ 852,626 | $ 1,608,469 |
Pro forma net income attributable to SNI | $ 155,826 | $ 295,361 |
Pro forma net income attributable to SNI shareholders per share of common stock: | ||
Basic | $ 1.21 | $ 2.27 |
Diluted | $ 1.20 | $ 2.26 |
Weighted average shares outstanding: | ||
Basic | 129,225 | 130,237 |
Diluted | 129,868 | 130,898 |
Employee Termination Programs -
Employee Termination Programs - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost And Reserve [Line Items] | ||||
Increase (decrease) in net income related to voluntary early retirement and termination costs | $ (3,600) | $ 200 | $ (6,900) | |
Net income attributable to SNI | $ 184,608 | 193,718 | 475,505 | 317,561 |
Voluntary Early Retirement Program and Employee Termination [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges | $ 5,800 | 300 | $ 11,200 | |
Reorganization [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges | 11,207 | |||
Net income attributable to SNI | (2,400) | (6,900) | ||
Costs for severance, retention, relocation and benefit cost | $ 3,900 | $ 11,200 |
Employee Termination Programs48
Employee Termination Programs - Summary of Rollforward of the Liability Related to the Restructuring Charges by Segment (Details) - Voluntary Early Retirement Program, Employee Termination and Contract Termination Costs [Member] - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Restructuring Cost And Reserve [Line Items] | |||
Liability, beginning balance | $ 5,919 | $ 14,072 | |
Net accruals | (310) | 11,175 | |
Payments | (4,925) | (14,482) | |
Non-cash | [1] | 333 | (946) |
Liability, ending balance | 1,017 | 9,819 | |
U.S. Networks [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Liability, beginning balance | 605 | 12,041 | |
Net accruals | 5 | 5,261 | |
Payments | (610) | (12,913) | |
Liability, ending balance | 4,389 | ||
Corporate and Other [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Liability, beginning balance | 5,314 | 2,031 | |
Net accruals | (315) | 5,914 | |
Payments | (4,315) | (1,569) | |
Non-cash | [1] | 333 | (946) |
Liability, ending balance | $ 1,017 | $ 5,430 | |
[1] | Primarily represents the reclassification of current period charges for accelerated depreciation, pension payments made from the pension plan and share-based compensation |
Employee Termination Programs49
Employee Termination Programs - Summary of Rollforward of the Liability Related to the Reorganization Charges by Segment (Details) - Reorganization [Member] $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($) | ||
Restructuring Cost And Reserve [Line Items] | ||
Liability, beginning balance | $ 3,266 | |
Net accruals | 11,207 | |
Payments | (11,154) | |
Non-cash | (1,553) | [1] |
Liability, ending balance | 1,766 | |
U.S. Networks [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Liability, beginning balance | 3,258 | |
Net accruals | 7,467 | |
Payments | (8,537) | |
Non-cash | (422) | [1] |
Liability, ending balance | 1,766 | |
Corporate and Other [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Liability, beginning balance | 8 | |
Net accruals | 3,740 | |
Payments | (2,617) | |
Non-cash | $ (1,131) | [1] |
[1] | Primarily represents the reclassification of current period charges for share-based compensation |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value on a Recurring Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Cash equivalents | $ 5,412 | $ 80,944 |
Derivative asset | 632 | 615 |
Total assets measured at fair value on a recurring basis | 6,044 | 81,559 |
Temporary equity - Redeemable non-controlling interests | 99,000 | |
Level 1 [Member] | ||
Assets: | ||
Cash equivalents | 5,412 | 80,944 |
Total assets measured at fair value on a recurring basis | 5,412 | 80,944 |
Level 2 [Member] | ||
Assets: | ||
Derivative asset | 632 | 615 |
Total assets measured at fair value on a recurring basis | $ 632 | 615 |
Level 3 [Member] | ||
Assets: | ||
Temporary equity - Redeemable non-controlling interests | $ 99,000 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Millions | Feb. 25, 2016 | Jun. 30, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Discount rate | 10.50% | |
Travel Channel [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Ownership interest (in hundredths) | 35.00% | |
Fair value of residual interest acquired | $ 99 | |
Ownership interest (in hundredths) | 100.00% | 100.00% |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Activity for Account Balances Whose Fair Value Measurements are Estimated Utilizing Level 3 Inputs (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Redeemable Noncontrolling Interests [Roll Forward] | |||
Net income (loss) | $ 491,237 | $ 412,299 | |
Fair value adjustments | 2,162 | (1,081) | |
Redeemable Noncontrolling Interests (Temporary Equity) [Member] | |||
Redeemable Noncontrolling Interests [Roll Forward] | |||
Beginning period balance | 99,000 | 96,251 | $ 96,251 |
Net income (loss) | 2,162 | 3,747 | (2,760) |
Fair value adjustments | (2,162) | $ 1,081 | 17,794 |
Dividends paid to non-controlling interests | (12,985) | ||
Additions to non-controlling interests | 700 | ||
Purchase of non-controlling interest | $ (99,000) | ||
Ending period balance | $ 99,000 |
Investments - Summary of Invest
Investments - Summary of Investment (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule Of Investments [Abstract] | ||
Equity method investments | $ 691,319 | $ 741,823 |
Cost method investments | 52,655 | 65,807 |
Total investments | $ 743,974 | $ 807,630 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) | Jun. 30, 2016 | Dec. 31, 2015 | |
UKTV [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in hundredths) | 50.00% | 50.00% | |
HGTV Magazine JV [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in hundredths) | 50.00% | 50.00% | |
Food Network Magazine JV [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in hundredths) | 50.00% | 50.00% | |
Everytap [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in hundredths) | [1] | 40.00% | 40.00% |
HGTV Canada [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in hundredths) | 33.00% | 33.00% | |
nC+ [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in hundredths) | [1] | 32.00% | 32.00% |
Food Canada [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in hundredths) | 29.00% | 29.00% | |
Onet [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in hundredths) | [1] | 25.00% | 25.00% |
Fox-BRV Southern Sports Holdings [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (in hundredths) | 7.30% | ||
[1] | Acquired as a part of the Acquisition |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | Jun. 12, 2016 | Feb. 25, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Feb. 24, 2016 | Dec. 31, 2015 | |
Schedule Of Investments [Line Items] | |||||||||
Other non-current assets | $ 151,962 | $ 151,962 | $ 161,308 | ||||||
Equity method investments | 691,319 | 691,319 | 741,823 | ||||||
Equity in earnings of affiliates | 21,712 | $ 27,290 | 47,390 | $ 46,235 | |||||
Tax expense on sale of equity investments | 98,303 | 120,326 | 257,350 | 191,575 | |||||
UKTV [Member] | |||||||||
Schedule Of Investments [Line Items] | |||||||||
Other non-current assets | 101,500 | 101,500 | 112,100 | ||||||
Equity method investments | $ 319,100 | $ 319,100 | $ 353,400 | ||||||
Ownership interest (in hundredths) | 50.00% | 50.00% | 50.00% | ||||||
Equity in earnings of affiliates | $ 13,100 | 12,900 | $ 24,000 | 24,000 | |||||
Amortization | $ 3,400 | $ 4,200 | $ 6,800 | $ 8,400 | |||||
nC+ [Member] | |||||||||
Schedule Of Investments [Line Items] | |||||||||
Ownership interest (in hundredths) | [1] | 32.00% | 32.00% | 32.00% | |||||
Fox-BRV Southern Sports Holdings [Member] | |||||||||
Schedule Of Investments [Line Items] | |||||||||
Ownership interest (in hundredths) | 7.30% | ||||||||
Equity method investment ownership percentage sold | 7.30% | ||||||||
Divestiture, cash purchase price | $ 225,000 | ||||||||
(Loss) gain on sale of investments | $ 208,200 | ||||||||
Tax expense on sale of equity investments | $ 73,600 | 73,600 | |||||||
Proceeds from the sale of equity investment value accounted for using cost method | $ 1,500 | ||||||||
Loss on sale of equity investment accounted using cost method | $ 16,400 | $ 16,400 | |||||||
[1] | Acquired as a part of the Acquisition |
Investments - Summary of Estima
Investments - Summary of Estimated Amortization (Details) $ in Thousands | Jun. 30, 2016USD ($) | |
Finite Lived Intangible Assets [Line Items] | ||
Remainder of 2016 | $ 46,338 | [1] |
2,017 | 100,437 | [1] |
2,018 | 98,976 | [1] |
2,019 | 98,115 | [1] |
2,020 | 86,935 | [1] |
Thereafter | 760,414 | [1] |
UKTV [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Remainder of 2016 | 5,756 | [2] |
2,017 | 12,700 | [2] |
2,018 | 12,795 | [2] |
2,019 | 12,891 | [2] |
2,020 | 12,986 | [2] |
Thereafter | 94,740 | [2] |
nC+ [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Remainder of 2016 | 1,848 | [3] |
2,017 | 3,817 | [3] |
2,018 | 3,817 | [3] |
2,019 | 3,807 | [3] |
2,020 | 3,788 | [3] |
Thereafter | $ 25,518 | [3] |
[1] | The functional currency of certain foreign subsidiaries differs from the U.S. Dollar, so these amounts are subject to change as exchange rates fluctuate. | |
[2] | The functional currency of UKTV is the Great British Pound ("GBP"), so these amounts are subject to change as the GBP to USD exchange rates fluctuate. | |
[3] | The functional currency of nC+ is the Polish Zloty ("PLN"), so these amounts are subject to change as the PLN to USD exchange rates fluctuate |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets [Line Items] | ||
Goodwill | $ 1,785,349 | $ 1,804,748 |
Intangible assets: | ||
Total carrying amount | 1,585,494 | 1,603,096 |
Total accumulated amortization | (394,279) | (340,432) |
Total intangible assets, net | 1,191,215 | 1,262,664 |
Acquired network distribution [Member] | ||
Intangible assets: | ||
Total carrying amount | 746,320 | 744,962 |
Total accumulated amortization | (215,607) | (195,678) |
Customer and advertiser lists [Member] | ||
Intangible assets: | ||
Total carrying amount | 219,417 | 223,726 |
Total accumulated amortization | (90,221) | (81,892) |
Copyrights and other trade names [Member] | ||
Intangible assets: | ||
Total carrying amount | 379,696 | 390,111 |
Total accumulated amortization | (50,297) | (30,875) |
Broadcast licenses [Member] | ||
Intangible assets: | ||
Total carrying amount | 120,191 | 124,030 |
Total accumulated amortization | (5,337) | (2,524) |
Acquired rights and other [Member] | ||
Intangible assets: | ||
Total carrying amount | 119,870 | 120,267 |
Total accumulated amortization | $ (32,817) | $ (29,463) |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets - Summary of Amortization Expense Associated with Intangible Assets (Details) $ in Thousands | Jun. 30, 2016USD ($) | [1] |
Estimated future amortization expense [Abstract] | ||
Remainder of 2016 | $ 46,338 | |
2,017 | 100,437 | |
2,018 | 98,976 | |
2,019 | 98,115 | |
2,020 | 86,935 | |
Thereafter | $ 760,414 | |
[1] | The functional currency of certain foreign subsidiaries differs from the U.S. Dollar, so these amounts are subject to change as exchange rates fluctuate. |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets - Activity Related to Goodwill by Business Segment (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Line Items] | |
Balance as of beginning of period | $ 1,804,748 |
Update to purchase price allocation during the measurement period | (19,879) |
Foreign currency translation adjustment | 480 |
Balance as of end of period | 1,785,349 |
U.S. Networks [Member] | |
Goodwill [Line Items] | |
Balance as of beginning of period | 510,484 |
Balance as of end of period | 510,484 |
International Networks [Member] | |
Goodwill [Line Items] | |
Balance as of beginning of period | 1,294,264 |
Update to purchase price allocation during the measurement period | (19,879) |
Foreign currency translation adjustment | 480 |
Balance as of end of period | $ 1,274,865 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities Current [Abstract] | ||
Accrued rent | $ 19,795 | $ 21,736 |
Accrued advertising rebates | 17,752 | 20,808 |
Accrued marketing and advertising | 9,147 | 11,437 |
Accrued interest | 8,407 | 8,400 |
Accrued taxes | 27,272 | 2,029 |
Accrued other expenses | 72,201 | 95,559 |
Total | $ 154,574 | $ 159,969 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Jun. 26, 2015 | ||
Debt Instrument [Line Items] | |||||
Total debt | $ 3,626,938 | $ 4,010,272 | |||
Current portion of debt | (749,487) | (499,174) | |||
Debt (less current portion) | 2,877,451 | 3,511,098 | |||
Fair value of debt * | [1] | $ 3,747,594 | 3,977,985 | ||
Amended Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Amended Revolving Credit Facility | 389,170 | ||||
Amended Revolving Credit Facility [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Maturity Date | Mar. 31, 2019 | ||||
Amended Revolving Credit Facility [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Maturity Date | Mar. 31, 2020 | ||||
2.70 % Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 499,624 | 499,174 | |||
Debt Instrument Maturity Date | Dec. 31, 2016 | ||||
2.75 % Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 496,302 | 495,750 | |||
Debt Instrument Maturity Date | May 15, 2019 | ||||
TVN 7.38% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 402,273 | 399,986 | |||
Debt Instrument Maturity Date | Dec. 31, 2020 | ||||
2.80 % Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 594,524 | 593,796 | |||
Debt Instrument Maturity Date | Dec. 31, 2020 | ||||
3.50 % Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 395,703 | 395,309 | |||
Debt Instrument Maturity Date | Dec. 31, 2022 | ||||
3.90 % Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 493,593 | 493,210 | |||
Debt Instrument Maturity Date | Nov. 15, 2024 | ||||
3.95 % Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 495,056 | 494,748 | |||
Debt Instrument Maturity Date | Dec. 31, 2025 | ||||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Term Loan | $ 249,863 | $ 249,129 | $ 250,000 | $ 249,863 | |
Debt Instrument Maturity Date | Jun. 30, 2017 | ||||
[1] | The fair value of the Senior Notes was estimated using Level 2 inputs comprised of quoted prices in active markets, market indices and interest rate measurements for debt with similar remaining maturity. |
Debt - Long-Term Debt (Parenthe
Debt - Long-Term Debt (Parenthetical) (Details) | Jun. 30, 2016 |
2.70 % Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Debt instrument Stated interest rate | 2.70% |
2.75 % Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Debt instrument Stated interest rate | 2.75% |
TVN 7.38% Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Debt instrument Stated interest rate | 7.38% |
2.80 % Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Debt instrument Stated interest rate | 2.80% |
3.50 % Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Debt instrument Stated interest rate | 3.50% |
3.90 % Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Debt instrument Stated interest rate | 3.90% |
3.95 % Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Debt instrument Stated interest rate | 3.95% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | May 31, 2015 | Mar. 31, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jun. 26, 2015 |
Debt Instrument [Line Items] | ||||||||
Debt issuance of costs | $ 17,500,000 | $ 17,500,000 | ||||||
Amortization of debt issuance costs | 1,900,000 | $ 1,000,000 | 3,600,000 | $ 1,800,000 | ||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term Loan | $ 249,863,000 | $ 250,000,000 | $ 249,863,000 | $ 250,000,000 | $ 249,129,000 | $ 249,863,000 | ||
Debt Instrument Maturity Date | Jun. 30, 2017 | |||||||
Weighted average interest rate | 1.53% | 1.53% | ||||||
2.70 % Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 500,000,000 | $ 500,000,000 | ||||||
Minimum [Member] | Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (in hundredths) | 62.50% | |||||||
Maximum [Member] | Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (in hundredths) | 137.50% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 1,150,000,000 | $ 650,000,000 | ||||||
Expiration date of revolving credit facility | Mar. 31, 2019 | Mar. 31, 2020 | ||||||
Line of credit facility, additional borrowing capacity | 250,000,000 | |||||||
Line of credit facility, remaining borrowing capacity | 32,500,000 | |||||||
Line of Credit Facility, Current Borrowing Capacity | 900,000,000 | |||||||
Line of credit facility, interest rate description | LIBOR plus a range of 69 to 130 basis points, and a facility fee ranging from 6 to 20 basis points, also subject to the Company’s credit ratings. | |||||||
Line of credit facility | $ 900,000,000 | 0 | $ 0 | 389,200,000 | ||||
Line of credit facility average outstanding, amount | $ 29,400,000 | |||||||
Outstanding borrowings interest rate | 1.54% | |||||||
Letters of credit outstanding, amount | $ 900,000 | $ 900,000 | $ 1,100,000 | |||||
Revolving Credit Facility | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (in hundredths) | 69.00% | |||||||
Basis spread on variable rate, commitment fee (in hundredths) | 6.00% | |||||||
Revolving Credit Facility | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (in hundredths) | 130.00% | |||||||
Basis spread on variable rate, commitment fee (in hundredths) | 20.00% |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Pension Plan and SERP Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Defined Benefit Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 776 | $ 732 | $ 1,552 | $ 1,464 |
Expected return on plan assets, net of expenses | (822) | (949) | (1,644) | (1,898) |
Special termination benefits | 248 | 831 | ||
Amortization of net loss | 530 | 568 | 1,060 | 1,136 |
Settlement charges | 1,958 | 1,958 | ||
Total | 484 | 2,557 | 968 | 3,491 |
SERP [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 433 | 335 | 866 | 670 |
Special termination benefits | 127 | 293 | ||
Amortization of net loss | 516 | 604 | 1,032 | 1,208 |
Total | $ 949 | $ 1,066 | $ 1,898 | $ 2,171 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash Surrender Value of Life Insurance | $ 27,400,000 | $ 27,400,000 | $ 27,000,000 | ||
Deferred compensation | 44,600,000 | 44,600,000 | 42,000,000 | ||
Rabbi Trust [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Assets held in trust, current | 43,600,000 | 43,600,000 | 42,800,000 | ||
Mutual Funds [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Assets held in trust, current | 16,200,000 | 16,200,000 | $ 15,800,000 | ||
Defined Benefit Plans [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Company contributions | 0 | $ 0 | 10,000,000 | $ 0 | |
SERP [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Company contributions | $ 100,000 | $ 700,000 | 1,800,000 | $ 800,000 | |
Expected benefit payments to SERP | $ 6,900,000 |
Other Non-Current Liabilities -
Other Non-Current Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Pension and post-employment benefits | $ 73,341 | $ 73,683 |
Deferred compensation | 44,564 | 41,992 |
Uncertain tax positions | 123,793 | 101,908 |
Other | 25,177 | 32,808 |
Other non-current liabilities | $ 266,875 | $ 250,391 |
Foreign Exchange Risk Managem67
Foreign Exchange Risk Management - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||||
Gross notional amount | $ 107,400,000 | $ 107,400,000 | $ 118,600,000 | ||
Recognized gains from forward contracts | 8,200,000 | $ 37,200,000 | 11,000,000 | $ 43,100,000 | |
Foreign currency transaction losses before tax | $ (23,300,000) | $ (12,900,000) | $ (14,400,000) | $ (18,300,000) |
Redeemable Non-controlling In68
Redeemable Non-controlling Interests and Non-controlling Interest - Additional Information (Details) - USD ($) $ in Millions | Feb. 25, 2016 | Jun. 30, 2016 |
Noncontrolling Interest [Line Items] | ||
Voting interest held by the company (in hundredths) | 80.00% | |
Travel Channel [Member] | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest held by noncontrolling interest (in hundredths) | 35.00% | |
Fair value of residual interest acquired | $ 99 | |
Ownership interest (in hundredths) | 100.00% | 100.00% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($)shares | Jun. 30, 2016USD ($)Directorshares | Jun. 30, 2015USD ($)shares | |
Capital stock [Abstract] | ||||
Number of directors entitled to be elected, minimum | Director | 3 | |||
Percentage of directors entitled to be elected, maximum | 33.33% | 33.33% | ||
Incentive Plans [Abstract] | ||||
LTI Plan expiration date | Feb. 28, 2025 | |||
Shares available for future stock compensation grants (in million shares) | 6,900,000 | 6,900,000 | ||
Grants in period, stock options (in shares) | 600,000 | 400,000 | ||
Grants in period, restricted share awards (in shares) | 300,000 | |||
Share based compensation costs | $ | $ 7 | $ 7.1 | $ 24.7 | $ 24.3 |
Share Repurchase Program [Abstract] | ||||
Repurchase of class A common shares (in shares) | 0 | 0 | 0 | 3,986,275 |
Cost of shares repurchased | $ | $ 289.5 | |||
Authorized amount | $ | $ 1,512.5 | $ 1,512.5 | ||
Scripps Family Members [Member] | ||||
Share Repurchase Program [Abstract] | ||||
Repurchase of class A common shares (in shares) | 3,000,000 | |||
Cost of shares repurchased | $ | $ 216.8 | |||
Maximum [Member] | ||||
Incentive Plans [Abstract] | ||||
Grants in period, restricted share awards (in shares) | 400,000 | |||
Common Class A [Member] | ||||
Capital stock [Abstract] | ||||
Shares reserved for issuance of stock | 8,000,000 | 8,000,000 |
Shareholders' Equity - Unrecogn
Shareholders' Equity - Unrecognized Share Based Compensation Expense (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total unrecognized share-based compensation | $ 24,701 |
Stock options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total unrecognized share-based compensation | $ 2,921 |
Weighted-Average Period | 2 years 4 months 24 days |
RSUs and PBRSUs [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total unrecognized share-based compensation | $ 21,780 |
Weighted-Average Period | 1 year 9 months 18 days |
Comprehensive Income - Schedule
Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
AOCI beginning balance | $ (130,233) | |||
AOCI ending balance | $ (210,334) | (210,334) | ||
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
AOCI beginning balance | (57,421) | $ (51,857) | (98,239) | $ (25,122) |
Other comprehensive income (loss) before reclassifications | (122,251) | 29,610 | (81,433) | 2,875 |
Net current-period other comprehensive income (loss) | (122,251) | 29,610 | (81,433) | 2,875 |
AOCI ending balance | (179,672) | (22,247) | (179,672) | (22,247) |
Pension Plan and SERP Liability Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
AOCI beginning balance | (31,328) | (32,105) | (31,994) | (32,769) |
Amounts reclassified from AOCI | 666 | 728 | 1,332 | 1,392 |
Net current-period other comprehensive income (loss) | 666 | 728 | 1,332 | 1,392 |
AOCI ending balance | $ (30,662) | $ (31,377) | $ (30,662) | $ (31,377) |
Comprehensive Income - Addition
Comprehensive Income - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | ||||
Amounts reclassified to net earnings relating to amortization of actuarial losses | $ 1 | $ 1.2 | $ 2 | $ 2.4 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Segment | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Segment Operating Revenues | |||||
Number of reportable segments | Segment | 2 | ||||
ASSETS | |||||
Intersegment revenue | $ 892,771 | $ 732,102 | $ 1,709,649 | $ 1,390,352 | |
Total Assets | 6,512,715 | 6,512,715 | $ 6,672,314 | ||
Outside the U.S. [Member] | |||||
ASSETS | |||||
Total Assets | 3,104,000 | 3,104,000 | $ 3,238,200 | ||
Intersegment Revenue Eliminations [Member] | |||||
ASSETS | |||||
Intersegment revenue | $ (6,594) | $ (5,086) | $ (13,249) | $ (9,805) | |
Food Network Partnership [Member] | |||||
ASSETS | |||||
Ownership interest (in hundredths) | 68.70% | 68.70% |
Segment Information - Informati
Segment Information - Information Regarding Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Segment Operating Revenues | |||||
Intersegment revenue | $ 892,771 | $ 732,102 | $ 1,709,649 | $ 1,390,352 | |
Cost of services, excluding depreciation and amortization | 286,999 | 195,087 | 566,666 | 394,234 | |
Selling, general and administrative | 191,133 | 178,498 | 389,954 | 380,685 | |
Total segment profit | 414,639 | 358,517 | 753,029 | 615,433 | |
Depreciation | 16,089 | 14,798 | 33,628 | 31,693 | |
Amortization | 25,654 | 11,640 | 56,716 | 23,335 | |
Loss (gain) on disposal of property and equipment | 44 | (242) | 2,560 | ||
Operating income | 372,896 | 332,035 | 662,927 | 557,845 | |
Interest expense, net | (33,175) | (16,835) | (66,920) | (29,802) | |
Equity in earnings of affiliates | 21,712 | 27,290 | 47,390 | 46,235 | |
Gain on derivatives | 8,267 | 37,198 | 11,033 | 43,131 | |
(Loss) gain on sale of investments | (16,373) | 191,824 | |||
Miscellaneous, net | (21,672) | (13,194) | (15,606) | (13,596) | |
Income from operations before income taxes | 331,655 | 366,494 | 830,648 | 603,813 | |
Additions to property and equipment | 12,952 | 9,079 | 24,297 | 18,478 | |
Total Assets | 6,512,715 | 6,512,715 | $ 6,672,314 | ||
Long-lived assets | 4,677,210 | 4,677,210 | 4,852,479 | ||
U S | |||||
Segment Operating Revenues | |||||
Intersegment revenue | 755,427 | 717,081 | 1,457,315 | 1,359,886 | |
Long-lived assets | 1,862,190 | 1,862,190 | 1,903,918 | ||
P L | |||||
Segment Operating Revenues | |||||
Intersegment revenue | 120,095 | 217,853 | |||
Long-lived assets | 2,333,333 | 2,333,333 | 2,406,842 | ||
Other International | |||||
Segment Operating Revenues | |||||
Intersegment revenue | 17,249 | 15,021 | 34,481 | 30,466 | |
Long-lived assets | 481,687 | 481,687 | 541,719 | ||
Operating Segments [Member] | U.S. Networks [Member] | |||||
Segment Operating Revenues | |||||
Intersegment revenue | 752,321 | 715,100 | 1,454,516 | 1,354,004 | |
Total segment profit | 401,139 | 397,332 | 760,636 | 697,836 | |
Depreciation | 12,716 | 12,848 | 26,869 | 27,560 | |
Amortization | 10,022 | 10,021 | 20,043 | 19,961 | |
Loss (gain) on disposal of property and equipment | 34 | 42 | 3,581 | ||
Equity in earnings of affiliates | 9,014 | 14,486 | 16,746 | 24,507 | |
Additions to property and equipment | 8,567 | 8,582 | 17,238 | 16,251 | |
Total Assets | 2,903,981 | 2,903,981 | 2,937,428 | ||
Operating Segments [Member] | U.S. Networks [Member] | |||||
Segment Operating Revenues | |||||
Intersegment revenue | 147,044 | 22,088 | 268,382 | 46,153 | |
Total segment profit | 37,369 | (10,495) | 47,158 | (16,374) | |
Depreciation | 3,114 | 949 | 6,239 | 2,078 | |
Amortization | 15,632 | 1,619 | 36,673 | 3,374 | |
Loss (gain) on disposal of property and equipment | 9 | (284) | 9 | ||
Equity in earnings of affiliates | 12,698 | 12,804 | 30,644 | 21,728 | |
Additions to property and equipment | 4,385 | 496 | 7,059 | 776 | |
Total Assets | 3,165,665 | 3,165,665 | 3,276,989 | ||
Intersegment Revenue Eliminations [Member] | |||||
Segment Operating Revenues | |||||
Intersegment revenue | (6,594) | (5,086) | (13,249) | (9,805) | |
Corporate and Other [Member] | |||||
Segment Operating Revenues | |||||
Total segment profit | (23,869) | (28,320) | (54,765) | (66,029) | |
Depreciation | 259 | 1,001 | 520 | 2,055 | |
Loss (gain) on disposal of property and equipment | 1 | (1,030) | |||
Additions to property and equipment | $ 1 | $ 1,451 | |||
Total Assets | $ 443,069 | $ 443,069 | $ 457,897 |