Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
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 Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,015 | |
Trading Symbol | SNI | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Common Class A [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 94,201,459 | |
Voting Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 34,317,171 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,140,814 | $ 878,164 |
Restricted cash | 647,596 | |
Accounts receivable, net of allowances: 2015 - $7,871; 2014 - $7,889 | 723,322 | 629,775 |
Programs and program licenses | 508,150 | 477,575 |
Deferred income taxes | 40,586 | 41,831 |
Other current assets | 53,544 | 110,816 |
Total current assets | 3,114,012 | 2,138,161 |
Investments | 495,626 | 463,344 |
Property and equipment, net of accumulated depreciation: 2015 - $284,831; 2014 - $278,552 | 208,968 | 226,246 |
Goodwill and other intangible assets: | ||
Goodwill | 573,412 | 573,119 |
Other intangible assets, net | 573,366 | 595,881 |
Other assets: | ||
Programs and program licenses (less current portion) | 508,601 | 469,083 |
Deferred income taxes | 36,692 | 37,265 |
Other non-current assets | 199,925 | 164,533 |
Total Assets | 5,710,602 | 4,667,632 |
Current liabilities: | ||
Accounts payable | 35,281 | 21,499 |
Current portion of debt | 884,994 | |
Program rights payable | 31,703 | 36,138 |
Customer deposits and unearned revenue | 78,137 | 47,929 |
Accrued liabilities: | ||
Employee compensation and benefits | 43,553 | 73,185 |
Accrued marketing and advertising costs | 3,959 | 3,765 |
Other liabilities | 104,294 | 90,444 |
Total current liabilities | 296,927 | 1,157,954 |
Debt (less current portion) | 3,440,654 | 1,494,411 |
Other liabilities (less current portion) | 232,200 | 234,429 |
Total liabilities | 3,969,781 | 2,886,794 |
Redeemable non-controlling interests | $ 95,111 | $ 96,251 |
SNI shareholders' equity: | ||
Preferred stock, $0.01 par - authorized: 25,000,000 shares; none outstanding | ||
Common stock | $ 1,285 | $ 1,321 |
Additional paid-in capital | 1,342,325 | 1,359,023 |
Retained earnings | 92,262 | 79,994 |
Accumulated other comprehensive loss | (53,624) | (57,891) |
Total SNI shareholders' equity | 1,382,248 | 1,382,447 |
Non-controlling interest | 263,462 | 302,140 |
Total equity | 1,645,710 | 1,684,587 |
Total Liabilities and Equity | 5,710,602 | 4,667,632 |
Common Class A [Member] | ||
SNI shareholders' equity: | ||
Common stock | 942 | 978 |
Voting Common Stock [Member] | ||
SNI shareholders' equity: | ||
Common stock | $ 343 | $ 343 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Accounts and notes receivable (less allowances) | $ 7,871 | $ 7,889 |
Accumulated depreciation | $ 284,831 | $ 278,552 |
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) | 94,199,498 | 97,789,910 |
Common stock, outstanding (in shares) | 94,199,498 | 97,789,910 |
Voting Common Stock [Member] | ||
SNI shareholders' equity: | ||
Common stock, authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, issued (in shares) | 34,317,171 | 34,317,171 |
Common stock, outstanding (in shares) | 34,317,171 | 34,317,171 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ( UNAUDITED ) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Revenues: | ||||
Advertising | $ 502,891 | $ 496,978 | $ 938,159 | $ 930,729 |
Network affiliate fees, net | 215,217 | 198,051 | 424,225 | 398,922 |
Other | 13,994 | 13,103 | 27,968 | 22,230 |
Total operating revenues | 732,102 | 708,132 | 1,390,352 | 1,351,881 |
Cost of services, excluding depreciation and amortization of intangible assets | 195,087 | 190,181 | 394,234 | 371,319 |
Selling, general and administrative | 178,498 | 198,666 | 380,685 | 390,543 |
Depreciation | 14,798 | 20,125 | 31,693 | 37,680 |
Amortization of intangible assets | 11,640 | 14,048 | 23,335 | 27,787 |
Loss on disposal of property and equipment | 44 | 1,647 | 2,560 | 1,495 |
Total operating expenses | 400,067 | 424,667 | 832,507 | 828,824 |
Operating income | 332,035 | 283,465 | 557,845 | 523,057 |
Interest expense, net | (16,835) | (12,232) | (29,802) | (24,663) |
Equity in earnings of affiliates | 27,290 | 27,263 | 46,235 | 49,524 |
Gain (loss) on derivatives | 37,198 | (1,339) | 43,131 | (4,476) |
Miscellaneous, net | (13,194) | 871 | (13,596) | 4,281 |
Income from operations before income taxes | 366,494 | 298,028 | 603,813 | 547,723 |
Provision for income taxes | 120,326 | 92,359 | 191,575 | 169,265 |
Net income | 246,168 | 205,669 | 412,238 | 378,458 |
Less: net income attributable to non-controlling interests | (52,450) | (51,875) | (94,677) | (96,368) |
Net income attributable to SNI | $ 193,718 | $ 153,794 | $ 317,561 | $ 282,090 |
Basic net income per share: | ||||
Net income attributable to SNI common shareholders (in dollars per share) | $ 1.50 | $ 1.08 | $ 2.44 | $ 1.95 |
Diluted net income per share: | ||||
Net income attributable to SNI common shareholders (in dollars per share) | $ 1.49 | $ 1.07 | $ 2.43 | $ 1.94 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 129,225 | 142,342 | 130,237 | 144,321 |
Diluted (in shares) | 129,868 | 143,224 | 130,898 | 145,252 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement Of Stockholders Equity [Abstract] | ||||
Net income | $ 246,168 | $ 205,669 | $ 412,238 | $ 378,458 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment, net of tax | 29,636 | 2,014 | 2,416 | 5,143 |
Pension liability adjustment, net of tax | 728 | 500 | 1,392 | 949 |
Comprehensive income | 276,532 | 208,183 | 416,046 | 384,550 |
Less: comprehensive income attributable to non-controlling interests | (52,476) | (51,931) | (94,218) | (96,301) |
Comprehensive income attributable to SNI | $ 224,056 | $ 156,252 | $ 321,828 | $ 288,249 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Other comprehensive income (loss), net of tax: | ||||
Change in foreign currency translation, tax | $ (225) | $ (223) | $ 1,595 | $ 280 |
Pension liability adjustment, tax | $ (444) | $ (263) | $ (952) | $ (577) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net income | $ 412,238 | $ 378,458 |
Depreciation and amortization of intangible assets | 55,028 | 65,467 |
Program amortization | 322,268 | 293,591 |
Equity in earnings of affiliates | (46,235) | (49,524) |
(Gain) loss on derivatives | (43,131) | 4,476 |
Program payments | (396,638) | (376,686) |
Dividends received from equity investments | 44,019 | 55,853 |
Deferred income taxes | 2,686 | (26,687) |
Share-based compensation | 24,255 | 23,701 |
Changes in certain working capital accounts: | ||
Accounts receivable, net | (93,465) | (36,207) |
Other assets | (9,530) | (3,383) |
Accounts payable | 13,246 | (626) |
Customer deposits and unearned revenue | 29,466 | (23,802) |
Accrued / refundable income taxes | 66,712 | 25,532 |
Other liabilities | (13,698) | (16,631) |
Other, net | 19,352 | 2,325 |
Cash provided by operating activities | 386,573 | 315,857 |
Cash Flows from Investing Activities: | ||
Additions to property and equipment | (18,478) | (25,883) |
Collections on note receivable | 2,322 | 2,518 |
Purchases of long-term investments | (30,000) | (16,042) |
Foreign currency call option premium | (16,000) | |
Settlement on derivatives | 63,019 | |
Restricted cash | (652,353) | |
Other, net | (32,444) | (9,506) |
Cash used in investing activities | (683,934) | (48,913) |
Cash Flows from Financing Activities: | ||
Proceeds from debt | 2,760,764 | 80,000 |
Payments on debt | (1,700,000) | (80,000) |
Deferred loan costs | (13,963) | |
Dividends paid | (59,427) | (57,491) |
Dividends paid to non-controlling interests | (135,817) | (171,303) |
Repurchases of class A common shares | (288,502) | (550,062) |
Proceeds from stock options | 7,894 | 28,622 |
Other, net | (8,147) | (1,111) |
Cash provided by (used in) financing activities | 562,802 | (751,345) |
Effect of exchange rate changes on cash and cash equivalents | (2,791) | 35 |
Increase (decrease) in cash and cash equivalents | 262,650 | (484,366) |
Cash and cash equivalents: | ||
Beginning of year | 878,164 | 686,371 |
End of period | 1,140,814 | 202,005 |
Supplemental Cash Flow Disclosures: | ||
Interest paid, excluding amounts capitalized | 41,132 | 23,004 |
Income taxes paid | $ 113,921 | $ 150,115 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ( UNAUDITED ) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Deficit) [Member] | Accumulated Other Comprehensive Income (loss) [Member] | Noncontrolling Interest [Member] | Redeemable Noncontrolling Interest (Temporary Equity) [Member] |
Balance at Dec. 31, 2013 | $ 2,418,892 | $ 1,462 | $ 1,447,496 | $ 662,574 | $ (12,529) | $ 319,889 | $ 133,000 |
Other comprehensive income (loss), net of tax: | |||||||
Comprehensive income (loss) | 376,721 | 282,090 | 6,158 | 88,473 | 7,828 | ||
Dividends paid to non-controlling interest | (155,238) | (155,238) | (16,065) | ||||
Dividends: declared and paid | (57,491) | (57,491) | |||||
Repurchase of Class A Common shares | (550,062) | (72) | (75,251) | (474,739) | |||
Share-based compensation | 23,701 | 23,701 | |||||
Exercise of employee share options | 28,622 | 8 | 28,614 | ||||
Other share-based compensation, net | (9,270) | 3 | (9,273) | ||||
Tax benefits of compensation plans | 10,133 | 10,133 | |||||
Balance at Jun. 30, 2014 | 2,086,008 | 1,401 | 1,425,420 | 412,434 | (6,371) | 253,124 | 124,763 |
Balance at Dec. 31, 2014 | 1,684,587 | 1,321 | 1,359,023 | 79,994 | (57,891) | 302,140 | 96,251 |
Other comprehensive income (loss), net of tax: | |||||||
Comprehensive income (loss) | 412,299 | 317,561 | 4,267 | 90,471 | 3,747 | ||
Dividends paid to non-controlling interest | (129,149) | (129,149) | (6,668) | ||||
Dividends: declared and paid | (59,427) | (59,427) | |||||
Repurchase 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 of compensation plans | 1,131 | 1,131 | |||||
Additions to noncontrolling interest | 700 | ||||||
Redeemable noncontrolling interests fair value adjustments | (1,081) | (1,081) | 1,081 | ||||
Balance at Jun. 30, 2015 | $ 1,645,710 | $ 1,285 | $ 1,342,325 | $ 92,262 | $ (53,624) | $ 263,462 | $ 95,111 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ( UNAUDITED ) (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Other comprehensive income (loss), net of tax: | ||
Dividends: declared and paid (in dollars per share) | $ 0.46 | $ 0.40 |
Repurchase Class A Common shares (in shares) | 3,986,275 | 7,156,417 |
Exercise of employee stock options: shares issued (in shares) | 172,959 | 765,662 |
Other stock-based compensation, net: shares issued (in shares) | 331,530 | 405,267 |
Other stock-based compensation, net: shares repurchased (in shares) | 108,626 | 139,344 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business Scripps Networks Interactive, Inc. (referred to herein as “Scripps,” “the Company,” “SNI,” “we,” “us,” “our” or similar terms) operates in the media industry and has interests in national television networks and internet-based media outlets. The Company’s reportable segment is lifestyle media. The lifestyle media segment includes our six national television networks: HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel and Great American Country. Lifestyle media also includes websites that are associated with the aforementioned television brands and other internet-based businesses serving home, food and travel related categories. We also have established lifestyle media brands internationally. Our lifestyle-oriented channels are available in the United Kingdom (“UK”), other European markets, the Middle East and Africa (“EMEA”), Asia-Pacific (“APAC”) and Latin America. 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 2014 Annual Report on Form 10-K. 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, liabilities, 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 Certain amounts in the operating activities section of our condensed consolidated 2014 statement of cash flows have been reclassified to conform with current year presentation. During 2015, amounts totaling $2.9 million previously reported within stock and deferred compensation plans have been reclassified to other, net, while amounts totaling $4.5 million previously reported within other, net have been reclassified to (gain) loss on derivatives. Amounts totaling $24.3 million previously reported within accrued employee compensation and benefits have been reclassified to other liabilities. Additionally, amounts totaling $23.8 million previously reported in other liabilities have been reclassified to customer deposits and unearned revenue. These reclassifications did not have an impact on the reported cash provided by operating activities in our condensed consolidated statements of cash flows for the six months ended June 30, 2014. We also made a reclassification in our condensed consolidated statements of operations between miscellaneous, net and gain (loss) on derivatives totaling $1.3 million and $4.5 million in the three and six months ended June 30, 2014, respectively. This adjustment did not impact reported net income for either of these periods. Restricted Cash Restricted cash included within current assets on our condensed consolidated balance sheet relates to cash held in escrow for an acquisition in progress at June 30, 2015, which was consummated immediately subsequent to the end of the second quarter of 2015. Restricted cash is recorded at cost, which approximates fair value. |
Shareholders' Equity and Earnin
Shareholders' Equity and Earnings per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Shareholders' Equity and Earnings per Share | 2. Shareholders’ Equity and 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: ( in thousands ) Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Weighted average shares outstanding: Basic 129,225 142,342 130,237 144,321 Dilutive effect of equity awards 643 882 661 931 Diluted weighted average shares outstanding 129,868 143,224 130,898 145,252 Anti-dilutive share awards 727 301 532 307 For the three and six months ended June 30, 2015 and 2014, 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, 2015 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Accounting Standards Updates and Recently Issued Accounting Standards Updates | 3. Accounting Standards Updates In April 2015, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to cloud computing fees, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In April 2015, the FASB updated accounting guidance related to interest, Imputation of Interest In May 2014, the FASB issued new accounting guidance on revenue recognition, Revenue from Contracts with Customers |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions On July 1, 2015, the Company, through a wholly-owned subsidiary, acquired 100% of the outstanding shares of N-Vision B.V., a Dutch limited liability company (“N-Vision”) that held a majority interest in TVN S.A.(“TVN”), for approximately 1.4 billion Euros, comprising cash consideration of 584 million Euros and debt assumption of approximately 856 million Euros (the “Acquisition”), including 556 million Euros of debt directly attributed to TVN. The purchase was funded with a portion of the net proceeds from the $1.5 billion debt offering executed in June 2015 (see Note 9 – Debt). The remainder of the debt proceeds are anticipated to be used towards the purchase of the remaining outstanding shares of TVN through a tender offer process (the “Tender Offer”) launched in the third quarter of 2015, expected to total approximately $855 million. Including both the Acquisition of the initial 52.7% equity purchase and debt assumption as well as the Tender Offer, we estimate our total investment in TVN will be approximately $2.5 billion. The primary purpose of the Acquisition was to obtain N-Vision’s 52.7% controlling interest in the voting shares of TVN, a public media company listed on the Warsaw Stock Exchange. TVN is a media company in Poland with a portfolio of free-to-air and pay TV lifestyle and entertainment channels, including TVN, TVN7, TVN Style, TTV, TVN Turbo as well as Poland’s leading 24 hour news channel, TVN24, and business news channel TVN24 Biznes I Swiat. Also included within TVN is TVN Media, an advertising sales house. The assets held by TVN are considered complementary to the Company’s existing business and align with the Company’s international growth strategy. To minimize the volatility in the purchase price that may have resulted from Euro to U.S. Dollar currency exchange rate changes, we entered into a foreign currency option contract during the first quarter of 2015 that effectively set the U.S. Dollar cash consideration for the Acquisition. We paid a $16.0 million premium to provide the Company a call option on 584 million Euros at a cost of $625 million. The premium is reflected both as an expense in gain (loss) 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 quarter, and the $31.9 million resulting gain is included both as a gain in gain (loss) on derivatives within operating activities and a cash inflow from settlement on derivatives within investing activities in our condensed consolidated statements of operations 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 Acquisition and Tender Offer. 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 (loss) on derivatives within operating activities and as a cash inflow from settlement on 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 Acquisition and Tender Offer resulted in a $48.9 million gain, which is included within gain (loss) 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 or condensed consolidated statements of operations. Within three months of completing the Acquisition, the Company is required under Polish law to launch a mandatory public tender offer for a minimum ownership of 66% of TVN’s total voting shares outstanding. On June 9, 2015 the Company announced its intention to tender for all remaining outstanding voting shares of TVN to achieve 100% ownership (the “Tender Offer, and together with the Acquisition, the “Transactions”). On July 6, 2015, the Company tendered for the remaining outstanding voting shares of TVN at a purchase price equal to 20.00 Zloty per share, or approximately $855 million. The window to tender shares opened July 24, 2015 and continues through August 24, 2015. Following the successful completion of the Tender Offer, the Company expects to delist TVN from the Warsaw Stock Exchange. The incremental shares purchased through the Tender Offer will be financed through a combination of cash on hand, borrowings under our $900 million amended revolving credit facility (the “Amended Revolving Credit Facility”) (see Note 9 – Debt) and net proceeds from our $250 million term loan (the “Term Loan”) (see Note 9 – Debt). We incurred transaction and integration related costs 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 costs 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 Euros to retire the N-Vision 300 million Euro Senior PIK Toggle Notes due 2021, which was included as a component of the debt assumed in the Acquisition purchase price. The payment included the aggregate principal and a required make-whole component totaling 363.4 million Euros, as well as accrued and unpaid interest of 1.5 million Euros. As we closed the Acquisition subsequent to June 30, 2015, the results of N-Vision are not reflected in our condensed consolidated financial statements. The Acquisition will be 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. Given the limited time between the acquisition date and the issuance of our condensed consolidated financial statements for the period ended June 30, 2015, the allocation of the purchase price of N-Vision based on the fair value of assets acquired and liabilities assumed as of July 1, 2015 has not yet been completed. We are in the process of assembling and assessing information to assist us in determining the required fair value measures at acquisition. We will begin reporting the results of N-Vision for the period from the date of acquisition in our condensed consolidated financial statements in the third quarter of 2015. We also will provide the following additional information in our third quarter 2015 condensed consolidated financial statements: · Comparative condensed consolidated pro forma revenue and net income results as if the acquisition of N-Vision had occurred as of January 1, 2014. · The amounts recorded at acquisition for each major class of assets acquired and liabilities assumed. · The nature, amounts recognized and measurement basis of assets and liabilities arising from contingencies recognized at acquisition. · Qualitative and quantitative information related to any goodwill or bargain purchase gain recorded at acquisition. Additionally, management is currently evaluating the segment under which N-Vision’s financial information will be included. |
Voluntary Early Retirement Prog
Voluntary Early Retirement Program, Employee Termination and Contract Termination Costs | 6 Months Ended |
Jun. 30, 2015 | |
Extraordinary And Unusual Items [Abstract] | |
Other Charges and Credits | 5. Voluntary Early Retirement Program, Employee Termination and Contract Termination Costs 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. We also announced that the Company will be closing its Cincinnati, OH office location in late 2015 and will be relocating certain positions to the Knoxville, TN headquarters. Our operating results include $5.8 million and $11.2 million for severance, retention, relocation, benefit costs and accelerated depreciation that were incurred as a result of this program during the three and six months ended June 30, 2015, respectively. Net income attributable to SNI was reduced by $3.6 million and $6.9 million for the three and six months ended June 30, 2015, respectively, for these activities. The following table summarizes the aforementioned activity: ( in thousands ) Liability Liability as of December 31, 2014 $ 14,072 Net accruals 11,175 Payments (14,482 ) Noncash (1) (946 ) Liability as of June 30, 2015 $ 9,819 (1) During the second quarter of 2014, we reached an agreement to terminate the master services agreement and sales agency agreement related to services provided for our Food Network and Fine Living operations in EMEA. We also entered into an arrangement that established a transition plan for us to assume the activities associated with these provided services. Selling, general and administrative expenses include a $9.7 million charge for the early termination of these agreements for the three and six months ended June 30, 2014. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments | 6 . Investments Investments consisted of the following: (in thousands) As of June 30, December 31, 2015 2014 Equity method investments $ 434,144 $ 431,612 Cost method investments 61,482 31,732 Total investments $ 495,626 $ 463,344 Investments accounted for using the equity method include the following: As of June 30, December 31, 2015 2014 UKTV 50.00 % 50.00 % HGTV Magazine JV 50.00 % 50.00 % Food Network Magazine JV 50.00 % 50.00 % HGTV Canada 33.00 % 33.00 % Food Canada 29.00 % 29.00 % Fox-BRV Southern Sports Holdings 7.25 % 7.25 % UKTV receives financing through loans provided by us. These loans, totaling $118 million and $116 million at June 30, 2015 and December 31, 2014, respectively, reported within other non-current assets on our condensed consolidated balance sheets, effectively act as a revolving 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”). Our maximum exposure to losses, beyond our equity interest, due to the participation of the VIE is limited to the amount of loans outstanding. The Company 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, therefore, account for the investment under the equity method of accounting. The Company’s investment in UKTV was $378 million and $377 million at June 30, 2015 and December 31, 2014, respectively. A portion of the purchase price from our 50% investment in UKTV was attributed to amortizable intangible assets, which are included in the carrying value of our UKTV investment. Amortization recorded on these intangible assets reduces our equity in earnings recognized from the UKTV investment. The table below summarizes estimated amortization that will reduce the Company’s equity in UKTV’s earnings for future periods: ( in thousands ) Estimated Amortization Remainder of 2015 8,700 2016 14,800 2017 14,800 2018 14,900 2019 14,900 Thereafter 123,600 We regularly review our investments to determine if there have been any other-than-temporary declines in value. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate, among other factors, the extent to which costs exceed fair value, the duration of the decline in fair value below carrying value and the current cash position, earnings and cash forecasts and near term prospects of the investee. We recognized impairments of $0.3 million during the three and six months ended June 30, 2015. No impairments were recognized on any of our investments in the three and six months ended June 30, 2014. In the second quarter of 2015, the Company paid $30 million to acquire a ten percent non-controlling interest in Refinery29, a web-based media site whose focus is female millennial audiences. The investment is being accounted for under the cost method of accounting. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 7. 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. · Level 3 — Unobservable inputs based on our own assumptions. The following tables set forth our assets and liabilities that are measured at fair value on a recurring basis: ( in thousands ) As of June 30, 2015 Total Level 1 Level 2 Level 3 Assets: Other assets: $ 22,921 $ 22,921 $ - $ - Liabilities: Derivative liability $ 3,802 $ - $ 3,802 $ - Temporary equity: Redeemable non-controlling interests $ 95,111 $ - $ - $ 95,111 ( in thousands ) As of December 31, 2014 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 738,090 $ 738,090 $ - $ - Derivative asset 86 - 86 - Total assets $ 738,176 $ 738,090 $ 86 $ - Temporary equity: Redeemable non-controlling interest $ 96,251 $ - $ - $ 96,251 Derivatives include freestanding 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. We determine the fair value of the redeemable non-controlling interest 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 11% is also a key assumption in our discounted cash flow valuation model (Refer to Note 12—Redeemable Non-controlling Interests and Non-controlling Interest for additional information). The following table summarizes the activity for account balances whose fair value measurements are estimated utilizing level 3 inputs: ( in thousands ) Redeemable Non-controlling Interests Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Beginning period balance $ 98,268 $ 131,670 $ 96,251 $ 133,000 Addition to non-controlling interest - - 700 - Redeemable non-controlling interest fair value adjustment - - 1,081 - Dividends paid to non-controlling interest (6,668 ) (10,815 ) (6,668 ) (16,065 ) Net income attributable to non-controlling interests 3,511 3,908 3,747 7,828 End period balance $ 95,111 $ 124,763 $ 95,111 $ 124,763 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, 2015 and December 31, 2014 except for debt, which is disclosed in Note 9 - Debt. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 8. Goodwill and Other Intangible Assets Goodwill and other intangible assets consisted of the following: ( in thousands ) As of June 30, December 31, 2015 2014 Goodwill $ 573,412 $ 573,119 Other intangible assets: Amortizable intangible assets: Carrying amount: Acquired network distribution rights 587,578 586,687 Customer lists 94,709 94,669 Copyrights and other trade names 66,833 66,782 Acquired rights and other 120,227 120,227 Total carrying amount 869,347 868,365 Accumulated amortization: Acquired network distribution rights (175,953 ) (157,847 ) Customer lists (72,012 ) (71,870 ) Copyrights and other trade names (21,935 ) (20,046 ) Acquired rights and other (26,081 ) (22,721 ) Total accumulated amortization (295,981 ) (272,484 ) Total other intangible assets, net 573,366 595,881 Total goodwill and other intangible assets, net $ 1,146,778 $ 1,169,000 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 2015 26,122 2016 45,685 2017 44,469 2018 44,215 2019 43,187 Thereafter 369,688 Activity related to goodwill by business segment was as follows: ( in thousands ) Lifestyle Corporate Media and other Total Goodwill: Balance as of December 31, 2014 $ 510,484 $ 62,635 $ 573,119 Foreign currency translation adjustment - 293 293 Balance as of June 30, 2015 $ 510,484 $ 62,928 $ 573,412 The carrying amount of goodwill includes accumulated impairments of $44.4 million at both June 30, 2015 and December 31, 2014. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Long Term Debt Noncurrent [Abstract] | |
Debt | 9. Debt Debt consisted of the following: ( in thousands ) As of June 30, December 31, Maturity 2015 2014 Revolving credit facility 2019 - 2020 $ 200,000 $ - Term loan 2017 250,000 - 3.55% senior notes 2015 - 884,994 2.70% senior notes 2016 499,827 499,766 2.75% senior notes 2019 498,447 498,269 2.80% senior notes 2020 597,988 - 3.50% senior notes 2022 398,775 - 3.90% senior notes 2024 496,559 496,376 3.95% senior notes 2025 499,058 - Total debt $ 3,440,654 $ 2,379,405 Current portion of debt - (884,994 ) Debt (less current portion) $ 3,440,654 $ 1,494,411 Fair value of debt* $ 3,431,015 $ 2,409,995 * 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 and credit ratings. Revolving Credit Facility On March 31, 2014, we entered into a five year revolving credit facility (the “Facility”) that permitted $650 million in aggregate borrowings with an expiration date of March 31, 2019. On May 18, 2015, we entered into the Amended Revolving Credit Facility to amend the Facility. The Amended Revolving Credit Facility provides $250 million additional revolving loan capacity permitting borrowings up to an aggregate principal amount of $900 million, which may be increased to $1.2 billion at our option. Additionally, the Amended Revolving Credit Facility extends the maturity one year to a scheduled maturity of March 31, 2020, with the exception of $32.5 million, which remains scheduled to mature on March 31, 2019. Borrowings under the Amended Revolving Credit Facility incur interest charges based on the Company’s credit rating on a scale that remains unchanged from the previous terms of the Facility, 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. There were no outstanding letters of credit under the Amended Revolving Credit Facility at June 30, 2015. The Company had outstanding borrowings of $200 million under the Amended Revolving Credit Facility at June 30, 2015, incurring interest at a rate ranging between 1.03% and 1.19% throughout the second quarter of 2015. There were no outstanding borrowings or letters of credit under the previous credit facility at December 31, 2014. Term Loan On June 26, 2015, we entered into a $250 million senior unsecured Term Loan agreement. The Term Loan has a maturity date of June 26, 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 1.15% in the second quarter of 2015. Senior Notes In November 2014, we completed the sale of $500 million aggregate principal amount of 2.75% Senior Notes due November 15, 2019 (the “2019 Notes”) and $500 million aggregate principal amount of 3.90% Senior Notes due November 15, 2024 (the “2024 Notes”). Interest is due on the 2019 Notes and 2024 Notes on May 15th and November 15th each year. Net proceeds from the issuance of these notes were utilized to repay our $885 million aggregate principal amount of 3.55% Senior Notes that matured on January 15, 2015. Our $500 million aggregate principal amount Senior Notes mature on December 15, 2016 (the “2016 Notes”) and bear interest at 2.70%. Interest is paid on the 2016 Notes on June 15th and December 15th of each year. On June 2, 2015, we completed the sale of $600 million aggregate principal amount of 2.80% Senior Notes due 2020 (the “2020 Notes”), $400 million aggregate principal amount of 3.50% Senior Notes due 2022 (the “2022 Notes”) and $500 million aggregate principal amount of 3.95% Senior Notes due 2025 (the “2025 Notes” and together with the 2020 and 2022 Notes, the “Newly Issued Notes”). The Newly Issued Notes are unsecured senior obligations of the Company and rank equally in right of payment with the Company’s existing and future unsecured and unsubordinated indebtedness. Amounts capitalized and included within other assets on our condensed consolidated balance sheets include $14.0 million of debt issuance costs incurred related to the Amended Revolving Credit Facility, Term Loan and Newly Issued Notes, all of which were undertaken to finance the Transactions. Debt Covenants The Amended Revolving Credit Facility, the Term Loan and all of our Senior Notes include certain affirmative and negative covenants, including limitations on the incurrence of additional indebtedness and maintenance of a maximum leverage ratio. The Company was in compliance with all financial covenants at June 30, 2015 and December 31, 2014. |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 10. Other Liabilities The following table outlines the details within other liabilities: ( in thousands ) As of June 30, December 31, 2015 2014 Pension and post employment benefits $ 86,967 $ 81,012 Deferred compensation 42,533 41,096 Uncertain tax positions 75,698 69,898 Other 27,002 42,423 Other liabilities (less current portion) $ 232,200 $ 234,429 The other caption in the table above includes $12.2 million and $21.8 million related to obligations recognized for the purchase of intangible assets at June 30, 2015 and December 31, 2014, respectively. The other caption also includes the Real Gravity contingent consideration liability that totaled $6.0 million and $10.3 million at June 30, 2015 and December 31, 2014, respectively. |
Foreign Exchange Risk Managemen
Foreign Exchange Risk Management | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Foreign Exchange Risk Management | 11. 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. All of our forward contracts are designated as free standing derivatives and are designed to minimize foreign currency exposures between the U.S. Dollar and British Pound, the U.S. Dollar and Euro, and the U.S. Dollar and Zloty. 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 and, therefore, changes in the value of these contracts are recognized in earnings, thereby offsetting the current earnings effect of the related change in U.S. Dollar value of foreign currency denominated assets and liabilities. The gross notional amount of derivative contracts outstanding was $972 million and $124 million at June 30, 2015 and December 31, 2014, 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 $37.2 million and $43.1 million of net gains during the three and six months ended June 30, 2015, respectively, and $1.3 million and $4.5 million of net losses in the three and six months ended June 30, 2014, respectively, which are included in gain (loss) on derivatives in the condensed consolidated statements of operations. We entered into several derivative positions related to the Acquisition and subsequent Tender Offer. The gross notional amount of derivative contracts outstanding relating to these activities represents $846 million of the $972 million total notional amount on all derivative contracts outstanding at June 30, 2015. We recorded net gains of $44.4 million and $45.1 million during the three and six months ended June 30, 2015, respectively, related to the derivative contracts executed for the Acquisition and Tender Offer. We also recognized $18.9 million of losses in the three and six months ended June 30, 2015, related to the effects of foreign currency on the cash balances held for the Acquisition and Tender Offer that were more than offset by the net gains from the settlement of the derivative contracts. These losses are included within miscellaneous, net in the condensed consolidated statements of operations. |
Redeemable Non-controlling Inte
Redeemable Non-controlling Interests and Non-controlling Interest | 6 Months Ended |
Jun. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-controlling Interests and Non-controlling Interest | 12. Redeemable Non-controlling Interests and Non-controlling Interest Redeemable Non-controlling Interests A non-controlling owner holds a 35% residual interest in the Travel Channel. The non-controlling owner of that interest has a put option requiring us to repurchase their interest, and we have a call option to acquire their interest. The non-controlling interest holder will receive appraised value for their interest at the time either option is exercised. The put option on the non-controlling interest became exercisable on August 18, 2014, and our call option becomes exercisable on December 15, 2015. A non-controlling owner holds a 30% residual interest in Food Network Latin America (“FNLA”). The owner of the non-controlling interest has a put option requiring us to repurchase their interest, and we have a call option to acquire their interest. The non-controlling interest holder will receive fair market value for their interest at the time either option is exercised. The put option on the non-controlling interest in FNLA becomes exercisable in 2017, and our call option becomes exercisable in 2024, or upon the occurrence of other contractual call events. Non-controlling Interest The Food Network is 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 approximately 80% 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. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 13. Employee Benefit Plans The Company offers various postretirement benefits to its employees, including a pension plan (the “Pension Plan”) and a supplemental employee retirement plan (the “SERP”). The components of the Pension Plan and SERP expense consisted of the following: ( in thousands) Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Interest cost $ 732 $ 856 $ 1,464 $ 1,712 Expected return on plan assets, net of expenses (949 ) (1,150 ) (1,898 ) (2,300 ) Special termination benefits 248 - 831 - Amortization of net loss 568 244 1,136 488 Settlement charges 1,958 - 1,958 - Total for defined benefit plans 2,557 (50 ) 3,491 (100 ) Supplemental executive retirement plan ("SERP") 1,066 945 2,171 1,890 Defined contribution plans 3,342 3,486 9,627 10,072 Total $ 6,965 $ 4,381 $ 15,289 $ 11,862 Amortization of actuarial losses for the nonqualified SERP totaled $0.6 million and $0.5 million for the three months ended June 30, 2015 and 2014, respectively. Amortization of actuarial losses totaled $1.2 million and $1.0 million for the six months ended June 30, 2015 and 2014, respectively. In the fourth quarter of 2014, we provided qualified employees with voluntary early retirement packages. The voluntary early retirement program provided each employee the benefit of an additional three years of credited service related to the applicable Pension Plan and SERP for which they qualify. The special termination charge represents the cost of providing these additional benefits to the employees retiring under the terms of the early retirement program. During the three and six months ended June 30, 2015, we recognized $2.0 million of settlement charges related to lump-sum distributions from the Pension Plan and none related to the SERP. There were no settlement charges recognized in the three and six months ended June 30, 2014 for either the Pension Plan or SERP. Settlement charges are recorded when total lump sum distributions for a plan’s year exceed the total projected service cost and interest cost for that plan year. We contributed $0.7 million and $0.8 million to fund current benefit payments for the SERP for the three and six months ended June 30, 2015, respectively, and $2.8 million and $3.0 million for the three and six months ended June 30, 2014, respectively. We anticipate contributing $3.9 million to fund the SERP’s benefit payments during the remainder of 2015. The amount, if any, we anticipate contributing to fund our Pension Plan has not been determined at this time. 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 may use corporate owned life insurance contracts held in a rabbi trust to support the plan. We have invested $41.5 million within this rabbi trust since 2012 and purchased $19.2 million of corporate owned life insurance contracts with these assets. The cash surrender value of the company owned life insurance contracts totaled $21.1 million and $20.7 million at June 30, 2015 and December 31, 2014, respectively, and is included within other assets on our condensed consolidated balance sheets. Gains or losses related to the insurance contracts are included within miscellaneous, net in our condensed consolidated statements of operations. The unsecured obligation to pay the deferred compensation, adjusted to reflect the positive or negative performance of investment measurement options selected by each participant, totaled $45.5 million and $42.8 million at June 30, 2015 and December 31, 2014, respectively, and is included within other liabilities (less current portion) on our condensed consolidated balance sheets. |
Share-Based Compensation and Sh
Share-Based Compensation and Share Repurchase Program | 6 Months Ended |
Jun. 30, 2015 | |
Share Based Compensation And Share Repurchase Program [Abstract] | |
Capital Stock and Stock Compensation Plans | 14. Share-Based Compensation and Share Repurchase Program Long Term Incentive Plan We have a Long-Term Incentive Plan (the “LTI Plan”) that provides for long-term equity incentive compensation for key employees and members of the Board of Directors (the “Board”). A variety of discretionary awards for employees and non-employee directors are authorized under the LTI Plan, including incentive or non-qualified stock options, stock appreciation rights, restricted or nonrestricted stock units and performance awards. The LTI Plan was amended (the “Amended LTI Plan”) during the second quarter of 2015. T he Amended LTI Plan authorizes the grant of equity-based compensation to our non-employee directors, officers and other key employees in the form of stock options (both nonqualified stock options and incentive stock options), stock appreciation rights, restricted shares, restricted share units (“RSUs”), performance based restricted share units (“PBRSUs”), other stock-based awards and dividend equivalents. The Company has reserved 8.0 million shares of class A common stock for issuance or delivery under the Amended LTI Plan. The Amended LTI Plan will remain in effect until February 19, 2025, unless sooner terminated by the Board. Termination will not affect grants and awards then outstanding. The Amended LTI Plan replaces the LTI Plan, and no further awards will be made under the LTI Plan; however, awards granted under the LTI Plan prior to shareholder approval of the Amended LTI Plan will remain outstanding in accordance with their terms. In the six months ended June 30, 2015, the Company granted 0.4 million stock options and 0.3 million RSUs, including PBRSUs under the LTI Plan and Amended LTI Plan. The number of shares ultimately issued for the PBRSUs will depend upon the specified performance conditions attained. Share based compensation costs totaled $7.1 million and $8.6 million for the three months ended June 30, 2015 and 2014, respectively and $24.3 million and $23.7 million for the six months ended June 30, 2015 and 2014, respectively. The fair values for share options are estimated on the date of grant using a lattice-based binomial model. Assumptions utilized in the model are evaluated and revised, as necessary, to reflect market conditions and experience. As of June 30, 2015, $3.0 million of total unrecognized share-based compensation expense related to stock options is expected to be recognized over a weighted-average period of 1.7 years. In addition, $23.5 million of total unrecognized stock-based compensation cost related to RSUs and PBRSUs is expected to be recognized over a weighted-average period of 1.6 years. Share Repurchase Program We have a share repurchase program (“Repurchase Program”) authorized by the Board that permits us to acquire the Company’s class A common shares. During the three months ended June 30, 2015, we did not repurchase any shares, and for the six months ended June 30, 2015, we repurchased 4.0 million shares for approximately $289 million, including 3.0 million shares repurchased for approximately $217 million from Scripps family members. During the three months ended June 30, 2014, we repurchased 4.0 million shares for approximately $300 million, including 2.6 million shares repurchased for approximately $191 million from Scripps family members. For the six months ended June 30, 2014, we repurchased 7.1 million shares for approximately $550 million, including 2.6 million shares repurchased for approximately $191 million from Scripps family members. As of June 30, 2015, $1.2 billion in authorization remains available for repurchase under the Repurchase Program. All shares repurchased under the Repurchase Program are retired and returned to authorized and unissued shares. There is no expiration date for the Repurchase Program, and we are under no commitment or obligation to repurchase any particular amount of class A common shares under the Repurchase Program. |
Comprehensive Income
Comprehensive Income | 6 Months Ended |
Jun. 30, 2015 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |
Comprehensive Income | 15. Comprehensive Income Changes in the accumulated other comprehensive income or loss (“AOCI”) balance by component consisted of the following for the respective period of 2015: ( in thousands) Three months ended Six months ended June 30, June 30, Currency Pension Currency Pension Translation Liability Translation Liability Adjustments Adjustments Adjustments Adjustments AOCI beginning period balance $ (51,857 ) $ (32,105 ) $ (25,122 ) $ (32,769 ) Other comprehensive income before reclassifications 29,610 - 2,875 - Amounts reclassified from AOCI - 728 - 1,392 Net current period other comprehensive income 29,610 728 2,875 1,392 AOCI balance as of June 30, 2015 $ (22,247 ) $ (31,377 ) $ (22,247 ) $ (31,377 ) Amounts reported in the table above are net of income tax. Amounts reclassified to net earnings for pension 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 $1.2 million and $2.4 million, respectively, for the three and six months ended June 30, 2015 (see Note 13 Employee Benefit Plans Changes in the AOCI balance by component consisted of the following for the respective period of 2014: ( in thousands) Three months ended Six months ended June 30, June 30, Currency Pension Currency Pension Translation Liability Translation Liability Adjustments Adjustments Adjustments Adjustments AOCI beginning period balance $ 15,701 $ (24,529 ) $ 12,449 $ (24,978 ) Other comprehensive income before reclassifications 1,957 - 5,209 - Amounts reclassified from AOCI - 500 - 949 Net current period other comprehensive income 1,957 500 5,209 949 AOCI balance as of June 30, 2014 $ 17,658 $ (24,029 ) $ 17,658 $ (24,029 ) Amounts reported in the table above are net of income tax. Amounts reclassified to net earnings for pension liability adjustments totaled $0.8 million and $1.5 million for the three and six months ended June 30, 2014, respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 16. Segment Information The Company’s operating segments are determined based upon our management and internal reporting structure. We manage our operations through one reportable segment, lifestyle media. Lifestyle media includes our six national television networks: HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel and Great American Country. Lifestyle media also includes websites that are associated with the aforementioned television brands and other internet-based businesses serving home, food and travel related categories. The Food Network and Cooking Channel are included in the Food Network Partnership, of which we own approximately 69%. We also own 65% of Travel Channel. Each of our networks is distributed by cable and satellite distributors and telecommunication service providers. Lifestyle media earns revenue primarily from the sale of advertising time and from affiliate fees paid by distributors of our content. The results of businesses not separately identified as part of our reportable segment are included within our corporate and other caption. Corporate and other includes the results of the lifestyle-oriented channels we operate in EMEA, APAC and Latin America, operating results from the international licensing of our national networks’ programming and other interactive and digital business initiatives that are not associated with our reportable segment. In the fourth quarter of 2014, we made changes to our management reporting structure related to operating results from our uLive business. In conjunction with this change in our reporting structure, we now report the results of uLive within the lifestyle media reportable segment rather than within the corporate and other caption. For comparability purposes, prior year segment results have also been reclassified to reflect the impact of this management reporting change. This reclassification only affects our segment reporting and does not change our condensed consolidated operating revenues, operating income or net income. Each of our businesses may provide advertising, programming or other services to one another. In addition, certain corporate costs and expenses, including information technology, pensions and other employee benefits and other shared services, are allocated to our businesses. The 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 businesses. Our chief operating decision maker evaluates the operating performance of our businesses and makes decisions about the allocation of resources to the businesses using a non-GAAP measure we call 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. ( in thousands ) Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Segment operating revenues: Lifestyle media $ 710,013 $ 687,730 $ 1,344,198 $ 1,312,825 Corporate and other 22,089 20,500 46,154 39,237 Intersegment eliminations - (98 ) - (181 ) Total operating revenues $ 732,102 $ 708,132 $ 1,390,352 $ 1,351,881 Segment profit (loss): Lifestyle media $ 392,245 $ 358,677 $ 688,030 $ 664,986 Corporate and other (33,728 ) (39,392 ) (72,597 ) (74,967 ) Total segment profit 358,517 319,285 615,433 590,019 Depreciation and amortization of intangible assets 26,438 34,173 55,028 65,467 Losses on disposal of property and equipment 44 1,647 2,560 1,495 Interest expense, net (16,835 ) (12,232 ) (29,802 ) (24,663 ) Equity in earnings of affiliates 27,290 27,263 46,235 49,524 Gain (loss) on derivatives 37,198 (1,339 ) 43,131 (4,476 ) Miscellaneous, net (13,194 ) 871 (13,596 ) 4,281 Income from operations before income taxes $ 366,494 $ 298,028 $ 603,813 $ 547,723 ( in thousands ) As of June 30, December 31, 2015 2014 Assets: Lifestyle media $ 2,983,867 $ 2,864,089 Corporate and other 2,726,735 1,803,543 Total assets $ 5,710,602 $ 4,667,632 No single customer provides more than 10% of our revenues. Assets held by our businesses outside of the United States totaled $2.3 billion and $590 million at June 30, 2015 and December 31, 2014, respectively. |
Shareholders' Equity and Earn26
Shareholders' Equity and Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Presentation of information about basic and diluted weighted-average shares outstanding | The following table presents information about basic and diluted weighted average shares outstanding: ( in thousands ) Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Weighted average shares outstanding: Basic 129,225 142,342 130,237 144,321 Dilutive effect of equity awards 643 882 661 931 Diluted weighted average shares outstanding 129,868 143,224 130,898 145,252 Anti-dilutive share awards 727 301 532 307 |
Voluntary Early Retirement Pr27
Voluntary Early Retirement Program, Employee Termination and Contract Termination Costs (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Extraordinary And Unusual Items [Abstract] | |
Summary of voluntary early retirement and employee termination cost activity | The following table summarizes the aforementioned activity: ( in thousands ) Liability Liability as of December 31, 2014 $ 14,072 Net accruals 11,175 Payments (14,482 ) Noncash (1) (946 ) Liability as of June 30, 2015 $ 9,819 (1) |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of investment | Investments consisted of the following: (in thousands) As of June 30, December 31, 2015 2014 Equity method investments $ 434,144 $ 431,612 Cost method investments 61,482 31,732 Total investments $ 495,626 $ 463,344 |
Equity method investments | Investments accounted for using the equity method include the following: As of June 30, December 31, 2015 2014 UKTV 50.00 % 50.00 % HGTV Magazine JV 50.00 % 50.00 % Food Network Magazine JV 50.00 % 50.00 % HGTV Canada 33.00 % 33.00 % Food Canada 29.00 % 29.00 % Fox-BRV Southern Sports Holdings 7.25 % 7.25 % |
Summary of Estimated Amortization | The table below summarizes estimated amortization that will reduce the Company’s equity in UKTV’s earnings for future periods: ( in thousands ) Estimated Amortization Remainder of 2015 8,700 2016 14,800 2017 14,800 2018 14,900 2019 14,900 Thereafter 123,600 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis | The following tables set forth our assets and liabilities that are measured at fair value on a recurring basis: ( in thousands ) As of June 30, 2015 Total Level 1 Level 2 Level 3 Assets: Other assets: $ 22,921 $ 22,921 $ - $ - Liabilities: Derivative liability $ 3,802 $ - $ 3,802 $ - Temporary equity: Redeemable non-controlling interests $ 95,111 $ - $ - $ 95,111 ( in thousands ) As of December 31, 2014 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 738,090 $ 738,090 $ - $ - Derivative asset 86 - 86 - Total assets $ 738,176 $ 738,090 $ 86 $ - Temporary equity: Redeemable non-controlling interest $ 96,251 $ - $ - $ 96,251 |
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: ( in thousands ) Redeemable Non-controlling Interests Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Beginning period balance $ 98,268 $ 131,670 $ 96,251 $ 133,000 Addition to non-controlling interest - - 700 - Redeemable non-controlling interest fair value adjustment - - 1,081 - Dividends paid to non-controlling interest (6,668 ) (10,815 ) (6,668 ) (16,065 ) Net income attributable to non-controlling interests 3,511 3,908 3,747 7,828 End period balance $ 95,111 $ 124,763 $ 95,111 $ 124,763 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | Goodwill and other intangible assets consisted of the following: ( in thousands ) As of June 30, December 31, 2015 2014 Goodwill $ 573,412 $ 573,119 Other intangible assets: Amortizable intangible assets: Carrying amount: Acquired network distribution rights 587,578 586,687 Customer lists 94,709 94,669 Copyrights and other trade names 66,833 66,782 Acquired rights and other 120,227 120,227 Total carrying amount 869,347 868,365 Accumulated amortization: Acquired network distribution rights (175,953 ) (157,847 ) Customer lists (72,012 ) (71,870 ) Copyrights and other trade names (21,935 ) (20,046 ) Acquired rights and other (26,081 ) (22,721 ) Total accumulated amortization (295,981 ) (272,484 ) Total other intangible assets, net 573,366 595,881 Total goodwill and other intangible assets, net $ 1,146,778 $ 1,169,000 |
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 2015 26,122 2016 45,685 2017 44,469 2018 44,215 2019 43,187 Thereafter 369,688 |
Activity related to goodwill and amortizable intangible assets by business segment | Activity related to goodwill by business segment was as follows: ( in thousands ) Lifestyle Corporate Media and other Total Goodwill: Balance as of December 31, 2014 $ 510,484 $ 62,635 $ 573,119 Foreign currency translation adjustment - 293 293 Balance as of June 30, 2015 $ 510,484 $ 62,928 $ 573,412 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Long Term Debt Noncurrent [Abstract] | |
Long-term debt | Debt consisted of the following: ( in thousands ) As of June 30, December 31, Maturity 2015 2014 Revolving credit facility 2019 - 2020 $ 200,000 $ - Term loan 2017 250,000 - 3.55% senior notes 2015 - 884,994 2.70% senior notes 2016 499,827 499,766 2.75% senior notes 2019 498,447 498,269 2.80% senior notes 2020 597,988 - 3.50% senior notes 2022 398,775 - 3.90% senior notes 2024 496,559 496,376 3.95% senior notes 2025 499,058 - Total debt $ 3,440,654 $ 2,379,405 Current portion of debt - (884,994 ) Debt (less current portion) $ 3,440,654 $ 1,494,411 Fair value of debt* $ 3,431,015 $ 2,409,995 * 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 and credit ratings. |
Other Liabilities (Tables)
Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | The following table outlines the details within other liabilities: ( in thousands ) As of June 30, December 31, 2015 2014 Pension and post employment benefits $ 86,967 $ 81,012 Deferred compensation 42,533 41,096 Uncertain tax positions 75,698 69,898 Other 27,002 42,423 Other liabilities (less current portion) $ 232,200 $ 234,429 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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: ( in thousands) Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Interest cost $ 732 $ 856 $ 1,464 $ 1,712 Expected return on plan assets, net of expenses (949 ) (1,150 ) (1,898 ) (2,300 ) Special termination benefits 248 - 831 - Amortization of net loss 568 244 1,136 488 Settlement charges 1,958 - 1,958 - Total for defined benefit plans 2,557 (50 ) 3,491 (100 ) Supplemental executive retirement plan ("SERP") 1,066 945 2,171 1,890 Defined contribution plans 3,342 3,486 9,627 10,072 Total $ 6,965 $ 4,381 $ 15,289 $ 11,862 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 for the respective period of 2015: ( in thousands) Three months ended Six months ended June 30, June 30, Currency Pension Currency Pension Translation Liability Translation Liability Adjustments Adjustments Adjustments Adjustments AOCI beginning period balance $ (51,857 ) $ (32,105 ) $ (25,122 ) $ (32,769 ) Other comprehensive income before reclassifications 29,610 - 2,875 - Amounts reclassified from AOCI - 728 - 1,392 Net current period other comprehensive income 29,610 728 2,875 1,392 AOCI balance as of June 30, 2015 $ (22,247 ) $ (31,377 ) $ (22,247 ) $ (31,377 ) Amounts reported in the table above are net of income tax. Changes in the AOCI balance by component consisted of the following for the respective period of 2014: ( in thousands) Three months ended Six months ended June 30, June 30, Currency Pension Currency Pension Translation Liability Translation Liability Adjustments Adjustments Adjustments Adjustments AOCI beginning period balance $ 15,701 $ (24,529 ) $ 12,449 $ (24,978 ) Other comprehensive income before reclassifications 1,957 - 5,209 - Amounts reclassified from AOCI - 500 - 949 Net current period other comprehensive income 1,957 500 5,209 949 AOCI balance as of June 30, 2014 $ 17,658 $ (24,029 ) $ 17,658 $ (24,029 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Information regarding business segments | Our chief operating decision maker evaluates the operating performance of our businesses and makes decisions about the allocation of resources to the businesses using a non-GAAP measure we call 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. ( in thousands ) Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Segment operating revenues: Lifestyle media $ 710,013 $ 687,730 $ 1,344,198 $ 1,312,825 Corporate and other 22,089 20,500 46,154 39,237 Intersegment eliminations - (98 ) - (181 ) Total operating revenues $ 732,102 $ 708,132 $ 1,390,352 $ 1,351,881 Segment profit (loss): Lifestyle media $ 392,245 $ 358,677 $ 688,030 $ 664,986 Corporate and other (33,728 ) (39,392 ) (72,597 ) (74,967 ) Total segment profit 358,517 319,285 615,433 590,019 Depreciation and amortization of intangible assets 26,438 34,173 55,028 65,467 Losses on disposal of property and equipment 44 1,647 2,560 1,495 Interest expense, net (16,835 ) (12,232 ) (29,802 ) (24,663 ) Equity in earnings of affiliates 27,290 27,263 46,235 49,524 Gain (loss) on derivatives 37,198 (1,339 ) 43,131 (4,476 ) Miscellaneous, net (13,194 ) 871 (13,596 ) 4,281 Income from operations before income taxes $ 366,494 $ 298,028 $ 603,813 $ 547,723 ( in thousands ) As of June 30, December 31, 2015 2014 Assets: Lifestyle media $ 2,983,867 $ 2,864,089 Corporate and other 2,726,735 1,803,543 Total assets $ 5,710,602 $ 4,667,632 |
Description of Business and B36
Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Customer deposits and unearned revenue | $ 29,466 | $ (23,802) | ||
Gain (loss) on derivatives | $ 37,198 | $ (1,339) | 43,131 | (4,476) |
Restatement Adjustment [Member] | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Change in deferred compensation | 2,900 | |||
Accrued employee compensation and benefits | 24,300 | |||
Customer deposits and unearned revenue | 23,800 | |||
Gain (loss) on derivatives | $ (1,300) | $ 4,500 | $ (4,500) |
Shareholders' Equity and Earn37
Shareholders' Equity and Earnings per Share - Presentation of Information About Basic and Diluted Weighted-Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Weighted average shares outstanding: | ||||
Basic (in shares) | 129,225 | 142,342 | 130,237 | 144,321 |
Dilutive effect of equity awards (in shares) | 643 | 882 | 661 | 931 |
Diluted weighted-average shares outstanding (in shares) | 129,868 | 143,224 | 130,898 | 145,252 |
Anti-dilutive share awards (in shares) | 727 | 301 | 532 | 307 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ / shares in Units, $ in Thousands, € in Millions | Jul. 31, 2015EUR (€) | May. 18, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015EUR (€) | Jun. 30, 2014USD ($) | Jul. 06, 2015USD ($)$ / shares | Jul. 01, 2015USD ($) | Jul. 01, 2015EUR (€) | Jun. 26, 2015USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | |||||||||||||
Investments | $ 495,626 | $ 495,626 | $ 463,344 | ||||||||||
Foreign currency option premium | 16,000 | ||||||||||||
Gain (loss) on derivatives | 37,198 | $ (1,339) | 43,131 | $ (4,476) | |||||||||
Foreign Currency Transaction Gain (Loss), before Tax | (18,900) | (18,900) | |||||||||||
Business acquisition related costs | 4,200 | 14,400 | |||||||||||
Net income attributable to SNI | 193,718 | $ 153,794 | 317,561 | $ 282,090 | |||||||||
Scripps Networks Interactive, Inc. [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Net income attributable to SNI | 2,600 | 8,900 | |||||||||||
Term Loan | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 250,000 | ||||||||||||
Revolving Credit Facility | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Proceeds from issuance of debt | $ 250,000 | ||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 900,000 | ||||||||||||
Hedges [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Gain (loss) on derivatives | 48,900 | ||||||||||||
Foreign Currency Option Contract [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Gain (loss) on derivatives | $ 31,900 | ||||||||||||
Derivative Contract [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Gain (loss) on derivatives | 33,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Call option cost | $ 625,000 | ||||||||||||
TVN [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash consideration | € | € 584 | ||||||||||||
Proceeds from issuance of debt | $ 1,500,000 | ||||||||||||
Percentage Offer Of Minimum Ownership | 66.00% | 66.00% | |||||||||||
Company Intention | On June 9, 2015 the Company announced its intention to tender for all remaining outstanding voting shares of TVN to achieve 100% ownership (the “Tender Offer, and together with the Acquisition, the “Transactions”). | On June 9, 2015 the Company announced its intention to tender for all remaining outstanding voting shares of TVN to achieve 100% ownership (the “Tender Offer, and together with the Acquisition, the “Transactions”). | |||||||||||
TVN [Member] | Subsequent Event [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Assumption of debt | € | € 556 | ||||||||||||
Percentage of voting share controlling interest | 52.70% | 52.70% | |||||||||||
Outstanding voting share purchase price per share | $ / shares | $ 20 | ||||||||||||
Outstanding voting share purchase price amount | $ 855,000 | ||||||||||||
N-Vision B.V. [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition consideration | € | € 1,400 | ||||||||||||
N-Vision B.V. [Member] | Subsequent Event [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Outstanding shares acquired, percentage | 100.00% | 100.00% | |||||||||||
Assumption of debt | € | € 856 | ||||||||||||
Payments To Retire | € | € 364.9 | ||||||||||||
Senior P I K Toggle Notes Value | € | 300 | ||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | € | 363.4 | ||||||||||||
Accrued And Unpaid Interest | € | € 1.5 | ||||||||||||
Scenario Forecast [Member] | TVN [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Remaining proceeds from debt used to purchase shares | $ 855,000 | ||||||||||||
Investments | $ 2,500,000 |
Voluntary Early Retirement Pr39
Voluntary Early Retirement Program, Employee Termination and Contract Termination Costs - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Reduction of net income related to voluntary early retirement and termination costs | $ 3,600 | $ 6,900 | ||
Contract termination costs | $ 9,700 | $ 9,700 | ||
Voluntary Early Retirement Program, Employee Termination and Contract Termination Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 5,800 | $ 11,175 |
Voluntary Early Retirement Pr40
Voluntary Early Retirement Program, Employee Termination and Contract Termination Costs - Summary of Voluntary Early Retirement, Employee Termination and Contract Termination Cost Activity (Details) - Jun. 30, 2015 - Voluntary Early Retirement Program, Employee Termination and Contract Termination Costs [Member] - USD ($) $ in Thousands | Total | Total | |
Restructuring Cost and Reserve [Line Items] | |||
Liability as of December 31, 2014 | $ 14,072 | ||
Restructuring charges | $ 5,800 | 11,175 | |
Payments | (14,482) | ||
Noncash | [1] | (946) | |
Liability as of June 30, 2015 | $ 9,819 | $ 9,819 | |
[1] | Amount primarily represents the reclassification of accelerated depreciation included in current period charges. |
Investments - Summary of Invest
Investments - Summary of Investment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Equity Method Investments And Joint Ventures [Abstract] | ||
Equity method investments | $ 434,144 | $ 431,612 |
Cost method investments | 61,482 | 31,732 |
Total investments | $ 495,626 | $ 463,344 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) | Jun. 30, 2015 | Dec. 31, 2014 |
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% |
HGTV Canada [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 33.00% | 33.00% |
Food Canada [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 29.00% | 29.00% |
Fox-BRV Southern Sports Holdings [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 7.25% | 7.25% |
Investments - Summary of Estima
Investments - Summary of Estimated Amortization (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Remainder of 2015 | $ 26,122 |
2,016 | 45,685 |
2,017 | 44,469 |
2,018 | 44,215 |
2,019 | 43,187 |
Thereafter | 369,688 |
UKTV [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Remainder of 2015 | 8,700 |
2,016 | 14,800 |
2,017 | 14,800 |
2,018 | 14,900 |
2,019 | 14,900 |
Thereafter | $ 123,600 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||||
Asset Impairment Charges | $ 300,000 | $ 0 | $ 300,000 | $ 0 | |
Purchase of long-term investments | 30,000,000 | $ 16,042,000 | |||
Other non-current assets | 199,925,000 | 199,925,000 | $ 164,533,000 | ||
Equity method investments | $ 434,144,000 | $ 434,144,000 | $ 431,612,000 | ||
Refinery29 [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest (in hundredths) | 10.00% | 10.00% | |||
Purchase of long-term investments | $ 30,000,000 | ||||
UKTV [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest (in hundredths) | 50.00% | 50.00% | 50.00% | ||
Other non-current assets | $ 118,000,000 | $ 118,000,000 | $ 116,000,000 | ||
Equity method investments | $ 378,000,000 | $ 378,000,000 | $ 377,000,000 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Other assets | $ 22,921 | |
Cash equivalents | $ 738,090 | |
Derivative asset | 86 | |
Total assets | 738,176 | |
Liabilities: | ||
Derivative liability | 3,802 | |
Temporary equity: | ||
Redeemable non-controlling interests | 95,111 | 96,251 |
Level 1 [Member] | ||
Assets: | ||
Other assets | 22,921 | |
Cash equivalents | 738,090 | |
Total assets | 738,090 | |
Level 2 [Member] | ||
Assets: | ||
Derivative asset | 86 | |
Total assets | 86 | |
Liabilities: | ||
Derivative liability | 3,802 | |
Level 3 [Member] | ||
Temporary equity: | ||
Redeemable non-controlling interests | $ 95,111 | $ 96,251 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | Jun. 30, 2015 |
Fair Value Disclosures [Abstract] | |
Discount rate | 11.00% |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Redeemable Noncontrolling Interests [Roll Forward] | ||||
Beginning period balance | $ 96,251 | |||
Redeemable noncontrolling interests fair value adjustments | (1,081) | |||
Dividends paid to non-controlling interest | (129,149) | $ (155,238) | ||
End period balance | $ 95,111 | 95,111 | ||
Redeemable Non-controlling Interests [Member] | ||||
Redeemable Noncontrolling Interests [Roll Forward] | ||||
Beginning period balance | 98,268 | $ 131,670 | 96,251 | 133,000 |
Addition to non-controlling interest | 700 | |||
Redeemable noncontrolling interests fair value adjustments | 1,081 | |||
Dividends paid to non-controlling interest | (6,668) | (10,815) | (6,668) | (16,065) |
Net income attributable to non-controlling interests | 3,511 | 3,908 | 3,747 | 7,828 |
End period balance | $ 95,111 | $ 124,763 | $ 95,111 | $ 124,763 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | ||
Goodwill | $ 573,412 | $ 573,119 |
Amortizable intangible assets [Abstract] | ||
Total carrying amount | 869,347 | 868,365 |
Total accumulated amortization | (295,981) | (272,484) |
Total other intangible assets | 573,366 | 595,881 |
Total goodwill and other intangible assets | 1,146,778 | 1,169,000 |
Acquired network distribution [Member] | ||
Amortizable intangible assets [Abstract] | ||
Total carrying amount | 587,578 | 586,687 |
Total accumulated amortization | (175,953) | (157,847) |
Customer lists [Member] | ||
Amortizable intangible assets [Abstract] | ||
Total carrying amount | 94,709 | 94,669 |
Total accumulated amortization | (72,012) | (71,870) |
Copyrights and other trade names [Member] | ||
Amortizable intangible assets [Abstract] | ||
Total carrying amount | 66,833 | 66,782 |
Total accumulated amortization | (21,935) | (20,046) |
Acquired rights and other [Member] | ||
Amortizable intangible assets [Abstract] | ||
Total carrying amount | 120,227 | 120,227 |
Total accumulated amortization | $ (26,081) | $ (22,721) |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Summary of Amortization Expense Associated with Intangible Assets (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Estimated future amortization expense [Abstract] | |
Future amortization expense, remainder of 2015 | $ 26,122 |
Future amortization expense, year two | 45,685 |
Future amortization expense, year three | 44,469 |
Future amortization expense, year four | 44,215 |
Future amortization expense, year five | 43,187 |
Future amortization expense, thereafter year five | $ 369,688 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Activity Related to Goodwill and Amortizable Intangible Assets by Business Segment (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Segment Reporting Information [Line Items] | |
Balance as of beginning of period | $ 573,119 |
Foreign currency translation adjustment intangible asset | 293 |
Balance as of end of period | 573,412 |
Lifestyle Media [Member] | |
Segment Reporting Information [Line Items] | |
Balance as of beginning of period | 510,484 |
Balance as of end of period | 510,484 |
Corporate and other [Member] | |
Segment Reporting Information [Line Items] | |
Balance as of beginning of period | 62,635 |
Foreign currency translation adjustment intangible asset | 293 |
Balance as of end of period | $ 62,928 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Accumulated impairments | $ 44.4 | $ 44.4 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Outstanding borrowings at period end | $ 200,000 | ||
Term loan | 250,000 | ||
Senior notes | 3,440,654 | $ 2,379,405 | |
Current portion of debt | (884,994) | ||
Debt (less current portion) | 3,440,654 | 1,494,411 | |
Fair value of long-term debt | [1] | $ 3,431,015 | 2,409,995 |
3.55 % Senior notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | 884,994 | ||
Maturity date | Jan. 15, 2015 | ||
2.70 % Senior notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 499,827 | 499,766 | |
Maturity date | Dec. 15, 2016 | ||
2.75 % Senior notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 498,447 | 498,269 | |
Maturity date | Nov. 15, 2019 | ||
2.80 % Senior notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 597,988 | ||
Maturity date | Dec. 31, 2020 | ||
3.50 % Senior notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 398,775 | ||
Maturity date | Dec. 31, 2022 | ||
3.90 % Senior notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 496,559 | $ 496,376 | |
Maturity date | Nov. 15, 2024 | ||
3.95 % Senior notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 499,058 | ||
Maturity date | Dec. 31, 2025 | ||
Revolving Credit Facility | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Mar. 31, 2019 | ||
Revolving Credit Facility | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Mar. 31, 2020 | ||
Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Jun. 26, 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 and credit ratings |
Debt - Long-Term Debt (Parenthe
Debt - Long-Term Debt (Parenthetical) (Details) | Jun. 30, 2015 |
3.55 % Senior notes [Member] | |
Debt Instrument [Line Items] | |
Stated interest rate (in hundredths) | 3.55% |
2.70 % Senior notes [Member] | |
Debt Instrument [Line Items] | |
Stated interest rate (in hundredths) | 2.70% |
2.75 % Senior notes [Member] | |
Debt Instrument [Line Items] | |
Stated interest rate (in hundredths) | 2.75% |
2.80 % Senior notes [Member] | |
Debt Instrument [Line Items] | |
Stated interest rate (in hundredths) | 2.80% |
3.50 % Senior notes [Member] | |
Debt Instrument [Line Items] | |
Stated interest rate (in hundredths) | 3.50% |
3.90 % Senior notes [Member] | |
Debt Instrument [Line Items] | |
Stated interest rate (in hundredths) | 3.90% |
3.95 % Senior notes [Member] | |
Debt Instrument [Line Items] | |
Stated interest rate (in hundredths) | 3.95% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | May. 18, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 26, 2015 | Jun. 02, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Mar. 31, 2014 |
Debt Instrument [Line Items] | |||||||||
Debt issuance of costs | $ 14,000,000 | ||||||||
Term loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 250,000,000 | ||||||||
Weighted average interest rate | 1.15% | 1.15% | |||||||
2.75 % Senior notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 500,000,000 | ||||||||
3.90 % Senior notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | 500,000,000 | ||||||||
3.55 % Senior notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 885,000,000 | ||||||||
2.70 % Senior notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 500,000,000 | $ 500,000,000 | |||||||
2.80 % Senior notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 600,000,000 | ||||||||
3.50 % Senior notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | 400,000,000 | ||||||||
3.95 % Senior notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 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 | $ 1,200,000,000 | $ 650,000,000 | |||||||
Expiration date of revolving credit facility | Mar. 31, 2020 | Mar. 31, 2019 | |||||||
Proceeds from issuance of debt | $ 250,000,000 | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 32,500,000 | ||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 900,000,000 | ||||||||
Letters of Credit Outstanding, Amount | 0 | $ 0 | |||||||
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, Fair Value of Amount Outstanding | $ 200,000,000 | $ 200,000,000 | $ 0 | ||||||
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% | ||||||||
Outstanding borrowings interest rate | 1.03% | ||||||||
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% | ||||||||
Outstanding borrowings interest rate | 1.19% |
Other Liabilities - Other Liabi
Other Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Pension and post employment benefits | $ 86,967 | $ 81,012 |
Deferred compensation | 42,533 | 41,096 |
Uncertain tax positions | 75,698 | 69,898 |
Other | 27,002 | 42,423 |
Other liabilities (less current portion) | $ 232,200 | $ 234,429 |
Other Liabilities - Additional
Other Liabilities - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Contingent consideration liability | $ 6 | $ 10.3 |
Noncurrent obligation for the purchase of intangible assets | $ 12.2 | $ 21.8 |
Foreign Exchange Risk Managem57
Foreign Exchange Risk Management - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||||
Gross notional amount of derivative contracts outstanding | $ 846,000,000 | $ 846,000,000 | |||
Derivative contract net gains | 44,400,000 | 45,100,000 | |||
Foreign Currency Transaction Gain (Loss), before Tax | (18,900,000) | (18,900,000) | |||
Gross notional amount | 972,000,000 | 972,000,000 | $ 124,000,000 | ||
Recognized gains from forward contracts | $ 37,200,000 | $ 43,100,000 | |||
Recognized losses from forward contracts | $ 1,300,000 | $ 4,500,000 |
Redeemable Non-controlling In58
Redeemable Non-controlling Interests and Non-controlling Interest - Additional Information (Details) | Jun. 30, 2015 |
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% |
FNLA [Member] | |
Noncontrolling Interest [Line Items] | |
Ownership interest held by noncontrolling interest (in hundredths) | 30.00% |
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, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Settlement charges | $ (2,000) | $ 0 | $ (2,000) | $ 0 |
Defined contribution plans | 3,342 | 3,486 | 9,627 | 10,072 |
Total | 6,965 | 4,381 | 15,289 | 11,862 |
Defined Benefit Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 732 | 856 | 1,464 | 1,712 |
Expected return on plan assets, net of expenses | (949) | (1,150) | (1,898) | (2,300) |
Special termination benefits | 248 | 831 | ||
Amortization of net loss | 568 | 244 | 1,136 | 488 |
Settlement charges | 1,958 | 1,958 | ||
Total for defined benefit plans | 2,557 | (50) | 3,491 | (100) |
SERP [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Supplemental executive retirement plan ("SERP") | $ 1,066 | $ 945 | $ 2,171 | $ 1,890 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Settlement charges | $ 2 | $ 0 | $ 2 | $ 0 | |
Assets Held-in-trust, Current | 41.5 | 41.5 | |||
Life Settlement Contracts, Investment Method, Face Value | 19.2 | 19.2 | |||
Cash Surrender Value of Life Insurance | 21.1 | 21.1 | $ 20.7 | ||
Deferred compensation | 45.5 | 45.5 | $ 42.8 | ||
SERP [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Amortization of actuarial losses | 0.6 | 0.5 | 1.2 | 1 | |
Employer contributions to SERP | $ 0.7 | $ 2.8 | 0.8 | $ 3 | |
Expected contributions to SERP | $ 3.9 |
Share-Based Compensation and 61
Share-Based Compensation and Share Repurchase Program - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Grants in period, stock options (in shares) | 400,000 | |||
Grants in period, restricted share awards (in shares) | 300,000 | |||
Share based compensation costs | $ 7.1 | $ 8.6 | $ 24.3 | $ 23.7 |
Share Repurchase Program [Abstract] | ||||
Repurchase Class A Common shares (in shares) | 0 | 4,000,000 | 3,986,275 | 7,156,417 |
Cost of shares repurchased | $ 300 | $ 289 | $ 550 | |
Remaining authorization to repurchase shares | $ 1,200 | $ 1,200 | ||
Scripps family members [Member] | ||||
Share Repurchase Program [Abstract] | ||||
Repurchase Class A Common shares (in shares) | 2,600,000 | 3,000,000 | 2,600,000 | |
Cost of shares repurchased | $ 191 | $ 217 | $ 191 | |
Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total unrecognized stock-based compensation costs | 3 | $ 3 | ||
Weighted-average period over which unrecognized stock-based compensation costs are expected to be recognized (in years) | 1 year 8 months 12 days | |||
Restricted Share Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total unrecognized stock-based compensation costs | $ 23.5 | $ 23.5 | ||
Weighted-average period over which unrecognized stock-based compensation costs are expected to be recognized (in years) | 1 year 7 months 6 days | |||
Common Class A [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares reserved for issuance of stock | 8,000,000 | 8,000,000 |
Comprehensive Income - Schedule
Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Net current-period other comprehensive income (loss) | $ 412,299 | $ 376,721 | ||
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
AOCI beginning balance | $ (51,857) | $ 15,701 | (25,122) | 12,449 |
Other comprehensive income before reclassifications | 29,610 | 1,957 | 2,875 | 5,209 |
Net current-period other comprehensive income (loss) | 29,610 | 1,957 | 2,875 | 5,209 |
AOCI ending balance | (22,247) | 17,658 | (22,247) | 17,658 |
Pension Liability [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
AOCI beginning balance | (32,105) | (24,529) | (32,769) | (24,978) |
Amounts reclassified from AOCI | 728 | 500 | 1,392 | 949 |
Net current-period other comprehensive income (loss) | 728 | 500 | 1,392 | 949 |
AOCI ending balance | $ (31,377) | $ (24,029) | $ (31,377) | $ (24,029) |
Comprehensive Income - Addition
Comprehensive Income - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | ||||
Amounts reclassified to net earnings relating to amortization of actuarial losses | $ 1.2 | $ 0.8 | $ 2.4 | $ 1.5 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2015USD ($)Segment | Dec. 31, 2014USD ($) | |
Segment operating revenues [Abstract] | ||
Number of operating segments | 1 | |
Outside the U.S. [Member] | ||
Segment operating revenues [Abstract] | ||
Assets Held By Businesses Outside US | $ | $ 2,300 | $ 590 |
Customer Concentration Risk [Member] | Sales Revenue Net [Member] | ||
Segment operating revenues [Abstract] | ||
No single customer constitute concentration risk (in hundredths) | 10.00% | |
Travel Channel [Member] | ||
ASSETS | ||
Ownership interest (in hundredths) | 65.00% | |
Food Network Partnership [Member] | ||
ASSETS | ||
Ownership interest (in hundredths) | 69.00% |
Segment Information - Informati
Segment Information - Information Regarding Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Segment operating revenues [Abstract] | |||||
Total operating revenues | $ 732,102 | $ 708,132 | $ 1,390,352 | $ 1,351,881 | |
Segment profit (loss) [Abstract] | |||||
Total segment profit | 358,517 | 319,285 | 615,433 | 590,019 | |
Depreciation and amortization of intangible assets | 26,438 | 34,173 | 55,028 | 65,467 | |
Loss on disposal of property and equipment | 44 | 1,647 | 2,560 | 1,495 | |
Interest expense, net | (16,835) | (12,232) | (29,802) | (24,663) | |
Equity in earnings of affiliates | 27,290 | 27,263 | 46,235 | 49,524 | |
Gain (loss) on derivatives | 37,198 | (1,339) | 43,131 | (4,476) | |
Miscellaneous, net | (13,194) | 871 | (13,596) | 4,281 | |
Income from operations before income taxes | 366,494 | 298,028 | 603,813 | 547,723 | |
ASSETS | |||||
Segment Reporting Information, Assets | 5,710,602 | 5,710,602 | $ 4,667,632 | ||
Corporate and Other [Member] | |||||
Segment operating revenues [Abstract] | |||||
Revenues | 22,089 | 20,500 | 46,154 | 39,237 | |
Segment profit (loss) [Abstract] | |||||
Total segment profit | (33,728) | (39,392) | (72,597) | (74,967) | |
ASSETS | |||||
Segment Reporting Information, Assets | 2,726,735 | 2,726,735 | 1,803,543 | ||
Intersegment Eliminations [Member] | |||||
Segment operating revenues [Abstract] | |||||
Revenues | (98) | (181) | |||
Lifestyle Media [Member] | Operating Segments [Member] | |||||
Segment operating revenues [Abstract] | |||||
Revenues | 710,013 | 687,730 | 1,344,198 | 1,312,825 | |
Segment profit (loss) [Abstract] | |||||
Total segment profit | 392,245 | $ 358,677 | 688,030 | $ 664,986 | |
ASSETS | |||||
Segment Reporting Information, Assets | $ 2,983,867 | $ 2,983,867 | $ 2,864,089 |