Scripps Networks Interactive 10Q 2017 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-34004

SCRIPPS NETWORKS INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)

Ohio	61-1551890
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

9721 Sherrill Boulevard Knoxville, TN	37932
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (865) 694-2700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ⌧ Accelerated filer ☐

Non-accelerated filer (Do not check if a smaller reporting company) ☐Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of July 31, 2017 there were 95,962,256 of the Registrant’s Class A Common Shares outstanding and 33,850,481 of the Registrant’s Common Voting Shares outstanding.

INDEX

SCRIPPS NETWORKS INTERACTIVE, INC.

PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Shareholders’ Equity	7
	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	39

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults Upon Senior Securities	40

Item 4.	Mine Safety Disclosures	40

Item 5.	Other Information	40

Item 6.	Exhibits	40

Signatures		41

Index of Exhibits		42

SCRIPPS NETWORKS INTERACTIVE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS ( UNAUDITED )
(in thousands, except share and par value amounts)

	June 30,				December 31,
	2017				2016
ASSETS
Current assets:
Cash and cash equivalents		$	131,557			$	122,937
Accounts receivable, net of allowances: 2017 - $14,203; 2016 - $26,118			912,018				808,133
Programs and program licenses, net			641,611				591,378
Prepaid expenses and other current assets			68,225				135,651
Total current assets			1,753,411				1,658,099
Programs and program licenses, net (less current portion)			500,256				500,022
Investments			723,740				699,481
Property and equipment, net of accumulated depreciation: 2017 - $356,939; 2016 - $354,435			315,543				286,399
Goodwill, net			1,756,514				1,642,169
Intangible assets, net			1,122,323				1,092,682
Deferred income taxes			192,753				175,291
Other non-current assets			152,029				146,151
Total Assets		$	6,516,569			$	6,200,294
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	25,728			$	42,223
Accrued liabilities			134,371				152,480
Employee compensation and benefits			72,296				123,506
Program rights payable			69,959				70,403
Deferred revenue			119,977				77,987
Current portion of debt			-				249,932
Total current liabilities			422,331				716,531
Debt (less current portion)			2,979,729				2,952,454
Other non-current liabilities			319,736				302,881
Total liabilities			3,721,796				3,971,866
Shareholders' equity:
Scripps Networks Interactive ("SNI") shareholders’ equity:
Preferred stock, $0.01 par - authorized: 25,000,000 shares; none outstanding			—				—
Common stock, $0.01 par:
Class A Common Shares - authorized: 240,000,000 shares; issued and outstanding: 2017 - 95,936,980 shares; 2016 - 95,491,477 shares			959				954
Common Voting Shares - authorized: 60,000,000 shares; issued and outstanding: 2017 - 33,850,481 shares; 2016 - 33,850,481 shares			339				339
Total common stock			1,298				1,293
Additional paid-in capital			1,425,611				1,390,411
Retained earnings			1,230,668				871,766
Accumulated other comprehensive loss			(143,353	)			(363,701	)
SNI shareholders’ equity			2,514,224				1,899,769
Non-controlling interest (Note 13)			280,549				328,659
Total equity			2,794,773				2,228,428
Total Liabilities and Equity		$	6,516,569			$	6,200,294
See notes to condensed consolidated financial statements.

SCRIPPS NETWORKS INTERACTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ( UNAUDITED )
(in thousands, except per share amounts)
	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Operating revenues:
Advertising	$	663,034		$	646,648		$	1,259,749		$	1,218,503
Distribution		239,685			223,446			478,065			451,514
Other		22,327			22,677			42,352			39,632
Total operating revenues		925,046			892,771			1,780,166			1,709,649
Operating expenses:
Cost of services, excluding depreciation and amortization		299,851			286,999			578,890			566,666
Selling, general and administrative		212,397			191,133			419,767			389,954
Depreciation		13,660			16,089			28,620			33,386
Amortization		25,058			25,654			49,255			56,716
Total operating expenses		550,966			519,875			1,076,532			1,046,722
Operating income		374,080			372,896			703,634			662,927
Interest expense, net		(24,203	)		(33,175	)		(48,455	)		(66,920	)
Equity in earnings of affiliates		20,974			21,712			41,423			47,390
(Loss) gain on derivatives		(3,672	)		8,267			(6,008	)		11,033
Gain (loss) on sale of investments		1,416			(16,373	)		1,416			191,824
Miscellaneous, net		32,181			(21,672	)		59,721			(15,606	)
Income from operations before income taxes		400,776			331,655			751,731			830,648
Provision for income taxes		115,099			98,303			216,239			257,350
Net income		285,677			233,352			535,492			573,298
Less: net income attributable to non-controlling interests		(51,602	)		(48,744	)		(101,517	)		(97,793	)
Net income attributable to SNI	$	234,075		$	184,608		$	433,975		$	475,505

Net income attributable to SNI Class A Common and Common Voting shareholders per share of common stock:
Basic	$	1.80		$	1.42		$	3.34		$	3.67
Diluted	$	1.79		$	1.42		$	3.32		$	3.66
Weighted average shares outstanding:
Basic		130,233			129,562			130,079			129,434
Diluted		130,884			130,141			130,790			129,971
See notes to condensed consolidated financial statements.

SCRIPPS NETWORKS INTERACTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ( UNAUDITED )
(in thousands)
	Three months ended June 30,								Six months ended June 30,
	2017				2016				2017			2016
Net income		$	285,677			$	233,352		$	535,492		$	573,298
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax: 2017 - ($8) and ($3); 2016 - $2,306 and ($810)			151,644				(122,814	)		218,103			(81,231	)
Pension Plan and SERP liability adjustments, net of tax: 2017 - $23 and ($476); 2016 - ($380) and ($760)			1,395				666			2,268			1,332
Comprehensive income			438,716				111,204			755,863			493,399
Less: comprehensive income attributable to non-controlling interests			(51,623	)			(48,181	)		(101,540	)		(97,995	)
Comprehensive income attributable to SNI		$	387,093			$	63,023		$	654,323		$	395,404
See notes to condensed consolidated financial statements.

SCRIPPS NETWORKS INTERACTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ( UNAUDITED )
(in thousands)
	Six months ended June 30,
	2017			2016
Operating Activities:
Net income	$	535,492		$	573,298
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		28,620			33,386
Amortization		49,255			56,716
Program amortization		453,910			441,608
Program payments		(501,221	)		(477,132	)
Equity in earnings of affiliates		(41,423	)		(47,390	)
Share-based compensation		27,598			24,679
Loss (gain) on derivatives		6,008			(11,033	)
Gain on sale of investments		(1,416	)		(191,824	)
Dividends received from equity investments		40,305			38,247
Deferred income taxes		(20,922	)		(31,190	)
Changes in working capital accounts:
Accounts receivable, net		(91,377	)		(23,533	)
Other assets		8,518			(9,356	)
Accounts payable		(18,823	)		26,985
Deferred revenue		42,061			5,629
Accrued / refundable income taxes		78,462			87,453
Other liabilities		(68,039	)		(53,241	)
Other, net		(24,758	)		6,505
Cash provided by operating activities		502,250			449,807
Investing Activities:
Additions to property and equipment		(44,155	)		(24,297	)
Collections of note receivable		2,533			2,135
Purchase of investments		(18,722	)		(4,711	)
Sale of investments		48,248			226,484
Purchase of subsidiary companies, net of cash acquired		(10,320	)		—
Investment in intangible		—			(11,634	)
Settlements of derivatives		(6,008	)		11,016
Other, net		(10,286	)		(8,443	)
Cash (used in) provided by investing activities		(38,710	)		190,550
Financing Activities:
Proceeds from debt		410,000			—
Repayments of debt		(635,000	)		(390,000	)
Purchases of non-controlling interests		—			(99,000	)
Dividends paid to non-controlling interests		(149,650	)		(125,604	)
Dividends paid		(78,267	)		(64,695	)
Proceeds from stock options		12,592			6,246
Other, net		(25,832	)		1,754
Cash used in financing activities		(466,157	)		(671,299	)
Effect of exchange rate changes on cash and cash equivalents		11,237			(6,579	)
Increase (decrease) in cash and cash equivalents		8,620			(37,521	)
Cash and cash equivalents - beginning of period		122,937			223,444
Cash and cash equivalents - end of period	$	131,557		$	185,923
Supplemental Cash Flow Disclosures:
Interest paid, excluding amounts capitalized	$	48,672		$	52,147
Income taxes paid	$	161,228		$	202,570
See notes to condensed consolidated financial statements.

SCRIPPS NETWORKS INTERACTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ( UNAUDITED )

(in thousands, except per share amounts)


	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Non-controlling Interest			Total Equity			Redeemable Non-controlling Interests
December 31, 2015	$	1,287	$	1,347,491		$	305,386		$	(130,233	)	$	313,245		$	1,837,176		$	99,000
Comprehensive income							475,505			(80,101	)		95,833			491,237			2,162
Redeemable non-controlling interest fair value adjustments							2,162									2,162			(2,162	)
Purchase of non-controlling interest																-			(99,000	)
Dividends paid to non-controlling interests													(125,604	)		(125,604	)
Dividends declared and paid: $0.50 per share							(64,695	)								(64,695	)
Share-based compensation				24,679												24,679
Exercise of employee share options: 169,775 shares issued		1		6,245												6,246
Other share-based compensation, net: 230,094 shares issued; 67,610 shares repurchased		2		(2,768	)											(2,766	)
Impact of ASC 718 implementation				66			(66	)								-
Tax impact of compensation plans				(407	)											(407	)
June 30, 2016	$	1,290	$	1,375,306		$	718,292		$	(210,334	)	$	283,474		$	2,168,028		$	-

December 31, 2016	$	1,293	$	1,390,411		$	871,766		$	(363,701	)	$	328,659		$	2,228,428		$	-
Comprehensive income							433,975			220,348			101,540			755,863
Tax impact of purchase of non-controlling interest							3,194									3,194
Dividends paid to non-controlling interests													(149,650	)		(149,650	)
Dividends declared and paid: $0.60 per share							(78,267	)								(78,267	)
Share-based compensation				27,598												27,598
Exercise of employee share options: 266,337 shares issued		3		12,589												12,592
Other share-based compensation, net: 260,202 shares issued; 81,036 shares repurchased		2		(4,987	)											(4,985	)
June 30, 2017	$	1,298	$	1,425,611		$	1,230,668		$	(143,353	)	$	280,549		$	2,794,773		$	-

See notes to condensed consolidated financial statements.

SCRIPPS NETWORKS INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.	Description of Business and Basis of Presentation

As used in the notes to the condensed consolidated financial statements, the terms “SNI,” “Scripps,” “the Company,” “we,” “our,” “us” or similar terms may, depending on the context, refer to Scripps Networks Interactive, Inc., to one or more of its consolidated subsidiary companies or to all of them taken as a whole.

Description of Business

SNI operates in the media industry and has interests in domestic and international television networks and internet-based media properties.

The Company has two reportable segments: U.S. Networks and International Networks.

International Networks includes TVN S.A. (“TVN”), which operates a portfolio of free-to-air and pay-TV lifestyle and entertainment networks in Poland, including TVN, TVN24, TVN Style, TTV, TVN Turbo, TVN24 Biznes i Świat and HGTV. Also included in TVN is TVN Media, an advertising sales house. Additionally, International Networks includes the lifestyle-oriented networks available in the United Kingdom (“UK”), other European markets, the Middle East and Africa (“EMEA”), Asia Pacific (“APAC”) and Latin America. International Networks also includes our 50.0 percent share of the results of UKTV, a general entertainment and lifestyle channel platform in the UK.

Basis of Presentation

The condensed consolidated financial statements include the accounts of SNI and its majority-owned or controlled subsidiaries after elimination of intercompany accounts and transactions. Investments in which the Company lacks control but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method of accounting. Investments in entities in which SNI has no control or significant influence over and is not the primary beneficiary are accounted for using the cost method of accounting.

The results of companies acquired or disposed of are included in the condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal, respectively.

Unaudited Interim Financial Statements

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended. These unaudited condensed consolidated financial statements and the related footnotes hereto should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.

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 normal recurring adjustments necessary for their fair presentation in conformity with GAAP. The year end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments and assumptions that affect the amounts and related disclosures reported in the condensed consolidated financial statements and accompanying footnotes, including the selection of appropriate accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, judgment is applied

based on analysis of the relevant circumstances, including historical experience, actuarial studies and other assumptions. Actual results could differ from estimates.

Interim results are not necessarily indicative of the results that may be expected for any future interim periods or for a full year.

2.	Accounting Standards Updates

Issued and Adopted

In May 2017, the Financial Accounting Standards Board (the “FASB”) issued new accounting guidance related to the scope of modification accounting for equity awards, Compensation – Stock Compensation, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The guidance is effective December 15, 2017, and early adoption is permitted. We early adopted this guidance in the second quarter of 2017. This implementation did not have a material effect on our condensed consolidated financial statements or related disclosures.

In March 2017, the FASB issued new accounting guidance related to the presentation of net periodic pension costs and net periodic postretirement benefit costs, Compensation – Retirement Benefits, which requires that employers sponsoring postretirement benefit plans disaggregate the service cost component from the other components of net benefit cost. The standard also provides explicit guidance on how to present the service cost and other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. The guidance is effective December 15, 2017, and early adoption is permitted. We early adopted this guidance in the first quarter of 2017. This implementation did not have a material effect on our condensed consolidated financial statements or related disclosures.

In January 2017, the FASB issued new accounting guidance related to intangibles, Simplifying the Test for Goodwill Impairment, which eliminates step two from the goodwill impairment test and requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit to its carrying amount. The guidance also eliminates the requirement to perform a qualitative assessment for any reporting unit with a zero or negative carrying amount. The guidance is effective January 1, 2020, and early adoption is permitted. We early adopted this guidance in the first quarter of 2017. This implementation did not have an effect on our condensed consolidated financial statements or related disclosures.

In January 2017, the FASB issued new accounting guidance related to business combinations, Clarifying the Definition of a Business, which clarifies the definition of a business. The guidance, which impacts acquisitions, disposals, goodwill and consolidation, provides a framework to determine when an integrated set of assets and activities is considered a business. The guidance is effective December 15, 2017, and early adoption is permitted. We adopted this guidance in the first quarter of 2017. This implementation did not have an effect on our condensed consolidated financial statements or related disclosures.

Issued and Not Yet Adopted

In March 2016, the FASB issued new accounting guidance related to revenue recognition, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations within the new revenue recognition guidance by clarifying the indicators. This guidance updates the revenue recognition guidance issued in May 2014, Revenue from Contracts with Customers. In May 2014, the FASB issued new accounting guidance related to revenue recognition, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The guidance will replace most existing revenue recognition guidance in GAAP. The guidance is effective January 1, 2018, and early adoption is permitted. We have partially completed our assessment of the new guidance to determine the impact it will have on our condensed consolidated financial statements and related disclosures, including identifying new processes and controls to support our revenue recognition under the new guidance. As a result of our assessment, we are tentatively planning on applying the modified retrospective method of adoption for this guidance. We have completed our assessment of the distribution revenue stream related to our top customers and concluded that it will be treated primarily as a license of intellectual property. As a result, we do not expect a material impact on the amount or timing of revenue recognized as a result of the adoption of this guidance. We expect the remainder of our assessment and the resulting changes to our processes and controls to be completed by late 2017.

In February 2016, the FASB issued new accounting guidance related to leases, Leases, which requires the recognition of an asset and liability arising from leasing arrangements for leases extending beyond an initial period of twelve months. The guidance will increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance is effective January 1, 2019, and early adoption is permitted. We

have partially completed our evaluation of the new guidance to determine the impact it will have on our condensed consolidated financial statements and related disclosures, including identifying new processes and controls to support our lease accounting under the new guidance. We expect the remainder of our assessment and the resulting changes to our processes and controls to be completed by late 2017.

3.Earnings per Share

Basic earnings per share (“EPS”) is calculated by dividing net income attributable to SNI 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 share-based awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the calculation of both basic and diluted EPS.

The following table presents information about basic and diluted weighted average shares outstanding:

	Three months ended June 30,				Six months ended June 30,
( in thousands )	2017		2016		2017		2016
Basic weighted average shares outstanding		130,233		129,562		130,079		129,434
Effect of dilutive securities:
Unvested share units and shares held by employees		319		230		299		212
Stock options held by employees and directors		332		349		412		325
Diluted weighted average shares outstanding		130,884		130,141		130,790		129,971
Anti-dilutive share awards		694		881		486		1,296

For both the three and six months ended June 30, 2017 and June 30, 2016, the anti-dilutive share-based awards were not included in the computation of diluted weighted average shares outstanding.

4.	Employee Termination Program

Reorganization

During the fourth quarter of 2015, we executed the reorganization (the “Reorganization”) and committed to undertaking activities intended to streamline and integrate the management of our domestic networks, creating a cohesive and holistic organization. Our operating results reflect a very small impact for the three and six months ended June 30, 2017 and include expense of $3.9 million and $11.2 million for the three and six months ended June 30, 2016, respectively. The $3.9 million of expense for the three months ended June 31, 2016 was classified as $2.6 million of selling, general and administrative and $1.3 million of cost of services, while the $11.2 million of expense for the six months ended June 31, 2016 was classified as $8.2 million of selling, general and administrative and $3.0 million of cost of services. As a result of the Reorganization, net income attributable to SNI was reduced by $2.4 million and $6.9 million for the three and six months ended June 30, 2016, respectively. The Reorganization was completed in the first quarter of 2017.

A rollforward of the liability related to the Reorganization charges by segment is as follows:

		June 30, 2017
(in thousands)		U.S. Networks				International Networks			Corporate and Other				Total
Liability as of December 31, 2016		$	1,955			$	-		$	1,585			$	3,540
Net accruals			(142	)			-			39				(103	)
Payments			(1,813	)			-			(1,624	)			(3,437	)
Liability as of June 30, 2017		$	-			$	-		$	-			$	-

	June 30, 2016
(in thousands)	U.S. Networks				International Networks			Corporate and Other				Total
Liability as of December 31, 2015		$	3,258			$	-		$	8			$	3,266
Net accruals			7,467				-			3,740				11,207
Payments			(8,537	)			-			(2,617	)			(11,154	)
Non-cash ^{(a )}			(422	)			-			(1,131	)			(1,553	)
Liability as of June 30, 2016		$	1,766			$	-		$	-			$	1,766
^(a) Primarily represents the reclassification of current period charges for share-based compensation.

The liability for the Reorganization is included within accrued liabilities on our 2016 condensed consolidated balance sheets.

5.	Fair Value Measurement

Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities carried at fair value are classified in one of three categories described below.

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Inputs, other than quoted market prices in active markets, that are observable either directly or indirectly. Quoted prices for similar instruments in active markets or model driven valuations in which all significant inputs and significant value drivers are observable in active markets.

•

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

There have been no transfers of assets or liabilities between the fair value measurement classifications during the periods presented.

Recurring Measurements

	June 30, 2017
(in thousands)	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	19,637	$	19,637	$	-	$	-
Total	$	19,637	$	19,637	$	-	$	-

	December 31, 2016
(in thousands)	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	658	$	658	$	-	$	-
Total	$	658	$	658	$	-	$	-

Other Financial Instruments

The carrying values of our financial instruments do not materially differ from their estimated fair values as of June 30, 2017 and December 31, 2016, except for debt, which is disclosed in Note 9 – Debt, and certain mutual funds held as part of our executive deferred compensation plan, which are disclosed in Note 10 – Employee Benefit Plans.

Non-Recurring Measurements

The majority of the Company’s non-financial instruments, which include goodwill, other intangible assets and property and equipment, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur, or at least annually for goodwill, such that a non-financial instrument is required to be evaluated for impairment, a resulting asset impairment would require that the non-financial instrument be recorded at the lower of carrying value or fair value.

6.	Investments and Acquisitions

Investments

Investments consisted of the following:

(in thousands)	June 30, 2017		December 31, 2016
Equity method investments	$	647,139	$	641,327
Cost method investments		76,601		58,154
Total investments	$	723,740	$	699,481

Investments accounted for using the equity method include the following:

	June 30, 2017		December 31, 2016
UKTV		50.0%		50.0%
HGTV Magazine		50.0%		50.0%
Food Network Magazine		50.0%		50.0%
Everytap		40.0%		40.0%
HGTV Canada		33.0%		33.0%
nC+		32.0%		32.0%
Food Canada		29.0%		29.0%
Cooking Channel Canada		29.0%		29.0%
Onet	-			25.0%

UKTV

UKTV receives financing through a loan (the “UKTV Loan”) provided by us. The UKTV Loan is reported within other non-current assets on our condensed consolidated balance sheets and totaled $98.6 million and $93.9 million as of June 30, 2017 and December 31, 2016, respectively. As a result of this financing arrangement and the level of equity investment at risk, we have determined that UKTV is a variable interest entity (“VIE”). SNI and its partner, BBC Worldwide Limited (the “BBC”), 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, BBC 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 BBC. 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 totaled $311.3 million and $305.1 million as of June 30, 2017 and December 31, 2016, respectively.

A portion of the purchase price from our 50.0 percent investment in UKTV was attributed to amortizable intangible assets, which are included in the carrying value of our UKTV investment. Amortization expense attributed to intangible assets recognized upon acquiring our interest in UKTV reduces the equity in earnings we recognize from our UKTV investment. Accordingly, equity in earnings of affiliates includes our $9.3 million and $13.1 million proportionate share of UKTV’s results for the three months ended June 30, 2017 and June 30, 2016, respectively, which were reduced by amortization of $3.0 million and $3.4 million for the three months ended June 30, 2017 and June 30, 2016, respectively. Equity in earnings of affiliates includes our $21.5 million and $24.0 million proportionate share of UKTV’s results for the six months ended June 30, 2017 and June 30, 2016, respectively, which were reduced by amortization of $6.0 million and $6.8 million for the six months ended June 30, 2017 and June 30, 2016, respectively.

Amortization that reduces the Company’s equity in UKTV’s earnings for future periods is expected to be as follows:

( in thousands )	Estimated Amortization*
Remainder of 2017	$	6,302
2018	$	12,700
2019	$	12,891
2020	$	12,986
2021	$	11,865
Thereafter	$	82,875
* The functional currency of UKTV is the British Pound ("GBP"), so these amounts are subject to change as the GBP to U.S. Dollar ("USD") exchange rate fluctuates.

nC+

The Company, through its ownership of TVN, has an investment in nC+. A portion of the purchase price from our 32.0 percent investment in nC+ was attributed to amortizable intangible assets, which are included in the carrying value of our nC+ investment. Amortization expense attributed to intangible assets recognized upon acquiring our interest in nC+ reduces the equity in earnings we recognize from our nC+ investment. Accordingly, equity in earnings of affiliates includes our $5.7 million and $2.3 million proportionate share of nC+’s results for the three months ended June 30, 2017 and June 30, 2016, respectively.

Amortization that reduces the Company’s equity in nC+’s earnings for future periods is expected to be as follows:

( in thousands )	Estimated Amortization*
Remainder of 2017	$	2,186
2018	$	4,122
2019	$	4,122
2020	$	4,122
2021	$	4,122
Thereafter	$	23,644
* The functional currency of nC+ is the Polish Zloty ("PLN"), so these amounts are subject to change as the PLN to USD exchange rate fluctuates.

In May 2017, the Company invested $7.0 million in Philo, a cutting-edge campus television solution providing access to students on devices that expand beyond traditional cable systems. In June 2017, the Company invested $10.0 million in fuboTV, Inc., a sports-centric internet television streaming service with popular live sports and entertainment content providing access via multiple devices. These investments were both accounted for under the cost method of accounting.

In February 2016, the Company sold its 7.3 percent equity interest in Fox-BRV Southern Sports Holdings (“Fox Sports South”) to the controlling interest holder for $225.0 million upon the exercise of the Company’s put right. The sale of this ownership interest resulted in a gain of $208.2 million for the six months ended June 30, 2016, which is recorded in gain (loss) on sale of investments in our condensed consolidated statements of operations and as a gain on sale of investments within operating activities in our condensed consolidated statements of cash flows. The $225.0 million of cash received from the sale of Fox Sports is included in sale of investments within investing activities in our condensed consolidated statements of cash flows. Further, the gain on sale resulted in tax expense of approximately $73.7 million for the six months ended June 30, 2016.

In April 2017, we completed the exercise of our put right and sold our 25.0 percent interest in Onet to the controlling interest holder for PLN 185.0 million. The sale of this ownership interest resulted in a gain of $1.4 million for the three and six months ended June 30, 2017, which is recorded in gain (loss) on sale of investments in our condensed consolidated statements of operations and as a gain on sale of investments within operating activities in our condensed consolidated statements of cash flows. The $48.2 million of cash received from the sale of Onet is included in sale of investments within investing activities in our condensed consolidated statements of cash flows.

Acquisitions

In May 2017, we acquired Spoon Media, Inc (“Spoon”)., a campus-oriented food resource for millennials, for $11.5 million in cash, which is included in purchase of subsidiary companies, net of cash acquired within investing activities in our condensed consolidated statements of cash flows. As a result of the acquisition we recorded $10.3 million of goodwill.

7.	Goodwill and Intangible Assets

Goodwill consisted of the following:

	June 30, 2017
(in thousands)	Gross		Accumulated Impairments⁽¹⁾			Net
Goodwill	$	1,858,778	$	(102,264	)	$	1,756,514
(1) All accumulated impairments to goodwill are within International Networks.
	December 31, 2016
(in thousands)	Gross		Accumulated Impairments⁽¹⁾			Net
Goodwill	$	1,744,433	$	(102,264	)	$	1,642,169
(1) All accumulated impairments to goodwill are within International Networks.

Activity related to goodwill by business segment consisted of the following:

(in thousands) Goodwill	U.S. Networks		International Networks		Corporate and Other		Total
December 31, 2016	$	510,484	$	1,131,685	$	-	$	1,642,169
Additions - business acquisitions		10,320		-		-		10,320
Foreign currency translation adjustment		-		104,025		-		104,025
June 30, 2017	$	520,804	$	1,235,710	$	-	$	1,756,514

Intangible assets consisted of the following:

(in thousands)	June 30, 2017
Intangible assets	Gross		Accumulated Amortization			Net
Acquired network distribution rights	$	739,868	$	(256,978	)	$	482,890
Customer and advertiser lists		224,804		(104,938	)		119,866
Copyrights and other tradenames		400,816		(79,824	)		320,992
Broadcast licenses		129,570		(11,986	)		117,584
Acquired rights and other		120,550		(39,559	)		80,991
Total	$	1,615,608	$	(493,285	)	$	1,122,323


(in thousands)	December 31, 2016
Intangible assets	Gross		Accumulated Amortization			Net
Acquired network distribution rights	$	717,834	$	(232,856	)	$	484,978
Customer and advertiser lists		209,314		(93,232	)		116,082
Copyrights and other tradenames		362,236		(61,286	)		300,950
Broadcast licenses		114,832		(7,861	)		106,971
Acquired rights and other		119,885		(36,184	)		83,701
Total	$	1,524,101	$	(431,419	)	$	1,092,682

Amortization expense associated with intangible assets for future periods is expected to be as follows:

( in thousands )	Estimated Amortization *
Remainder of 2017	$	52,003
2018	$	95,774
2019	$	92,109
2020	$	88,339
2021	$	85,713
Thereafter	$	708,385

* The functional currency of certain foreign subsidiaries differs from the USD, so these amounts are subject to change as exchange rates fluctuate.

8.	Accrued Liabilities

Accrued liabilities consisted of the following:


(in thousands)	June 30, 2017		December 31, 2016
Rent	$	17,523	$	19,899
Advertising rebates		17,609		15,966
Marketing and advertising		14,311		14,385
Interest		6,528		6,644
Taxes payable		4,425		456
Other accrued expenses		73,975		95,130
Total accrued liabilities	$	134,371	$	152,480

Debt

Debt consisted of the following:

		June 30, 2017
(in thousands)	Maturity	Gross			Unamortized Debt Issuance Costs			Net Carrying Amount
Amended Revolving Credit Facility	2019 - 2020		500,000		$	-			500,000
2.75% Senior Notes	2019		499,157			(1,750	)		497,407
2.80% Senior Notes	2020		598,807			(2,884	)		595,923
3.50% Senior Notes	2022		399,129			(2,700	)		396,429
3.90% Senior Notes	2024		497,292			(2,933	)		494,359
3.95% Senior Notes	2025		499,248			(3,637	)		495,611
Total debt			2,993,633			(13,904	)		2,979,729
Current portion of debt			-			-			-
Debt (less current portion)		$	2,993,633		$	(13,904	)	$	2,979,729
Fair value of debt *								$	3,057,709

		December 31, 2016
(in thousands)	Maturity	Gross			Unamortized Debt Issuance Costs			Net Carrying Amount
Amended Revolving Credit Facility	2019 - 2020		475,000		$	-			475,000
Term Loan	2017		250,000			(68	)		249,932
2.75% Senior Notes	2019		498,979			(2,124	)		496,855
2.80% Senior Notes	2020		598,602			(3,378	)		595,224
3.50% Senior Notes	2022		399,040			(2,975	)		396,065
3.90% Senior Notes	2024		497,110			(3,133	)		493,977
3.95% Senior Notes	2025		499,200			(3,867	)		495,333
Total debt			3,217,931			(15,545	)		3,202,386
Current portion of debt			(250,000	)		68			(249,932	)
Debt (less current portion)		$	2,967,931		$	(15,477	)	$	2,952,454
Fair value of debt *								$	3,254,862
*The fair value of the Senior Notes was estimated using Level 2 inputs comprised of quoted prices in active markets, market indices and interest rate measurements for debt with similar remaining maturity.

Revolving Credit Facility

In May 2015, we entered into the Amended Revolving Credit Facility (the “Amended Revolving Credit Facility”). The Amended Revolving Credit Facility permits borrowings up to an aggregate principal amount of $900.0 million, which may be increased to $1,150.0 million at our option. The Amended Revolving Credit Facility matures in March 2020, with the exception of $32.5 million, which matures in March 2019.

Borrowings under the Amended Revolving Credit Facility incur interest charges based on the Company’s credit rating, with drawn amounts incurring interest at LIBOR plus a range of 69 to 130 basis points and a facility fee ranging from 6 to 20 basis points, also subject to the Company’s credit ratings.

The Company had outstanding borrowings under the Amended Credit Facility of $500.0 million and $475.0 million as of June 30, 2017 and December 31, 2016, respectively. Interest was calculated at a rate of approximately 2.15% and 1.54% for the three months ended June 30, 2017 and June 30, 2016, respectively. Interest was calculated at a rate of approximately 2.01% and 1.53% for the six months ended June 30, 2017 and June 30, 2016, respectively. Outstanding letters of credit under the Amended Revolving Credit Facility totaled $0.8 million and $0.8 million as of June 30, 2017 and December 31, 2016, respectively.

Term Loan

In June 2015, we entered into a $250.0 million senior unsecured Term Loan (the “Term Loan”) agreement. The Term Loan had a maturity date of June 2017, with outstanding borrowings incurring interest at LIBOR plus a range of 62.5 to 137.5 basis points, subject to the Company’s credit ratings. The weighted average interest rate on the Term Loan was 2.09% and 1.53% for the three months ended June 30, 2017 and June 30, 2016, respectively. The weighted average interest rate on the Term Loan was 1.98% and 1.52% for the six months ended June 30, 2017 and June 30, 2016, respectively. The Term Loan was repaid in accordance with its terms in the second quarter of 2017 and is classified within current portion of debt on our 2016 condensed consolidated balance sheet.

Debt Issuance Costs

Amounts capitalized and included as a reduction against debt on our condensed consolidated balance sheets included $13.9 million and $15.5 million of debt issuance costs as of June 30, 2017 and December 31, 2016, respectively. Debt issuance costs of $0.9 million and $1.1 million related to the Amended Credit Facility are included within other non-current assets on our condensed consolidated balance sheets as of June 30, 2017 and December 31, 2016, respectively. We amortized $1.3 million and $2.5 million of debt issuance and debt discount costs within interest expense in our condensed consolidated statements of operations for the three and six months ended June 30, 2017, respectively. We amortized $ 1.9 million and $3.6 million of debt issuance and debt discount costs within interest expense in our condensed consolidated statements of operations for the three and six months ended June 30, 2016, respectively.

Debt Covenants

The Amended Revolving Credit Facility 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.

10.	Employee Benefit Plans

We sponsor the Pension Plan, which covers certain of our U.S.-based employees. Expense recognized in relation to the Pension Plan is based upon actuarial valuations. Inherent in those valuations are key assumptions including discount rates and, where applicable, expected returns on assets and projected future salary rates. The discount rates used in the valuation of the Pension Plan are evaluated annually based on current market conditions. Benefits are generally based on the employee’s compensation and years of service.

We also have a non-qualified Supplemental Executive Retirement Plan (“SERP”). The SERP, which is unfunded, provides defined pension benefits, in addition to what is provided under the Pension Plan, to eligible executives based on average earnings, years of service and estimated age at retirement.

In 2009, the Pension Plan was amended whereby no additional service benefits can be earned by participants after December 31, 2009. The amount of eligible compensation that is used to calculate a plan participant’s pension benefit will continue to include any compensation earned by the employee through December 31, 2019, after which time all plan participants will have a frozen pension benefit.

The measurement date used for the Pension Plan and SERP is December 31. The expense components consisted of the following:

	Pension Plan						SERP
	Three months ended June 30,						Three months ended June 30,
(in thousands)	2017			2016			2017		2016
Interest cost	$	827		$	776		$	409	$	433
Expected return on plan assets, net of expenses		(1,002	)		(822	)		-		-
Amortization of net loss		765			530			607		516
Total	$	590		$	484		$	1,016	$	949

	Pension Plan						SERP
	Six months ended June 30,						Six months ended June 30,
(in thousands)	2017			2016			2017		2016
Interest cost	$	1,654		$	1,552		$	818	$	866
Expected return on plan assets, net of expenses		(2,004	)		(1,644	)		-		-
Amortization of net loss		1,530			1,060			1,215		1,032
Total	$	1,180		$	968		$	2,033	$	1,898

We made contributions of $0.5 million to fund the Pension Plan during the three months ended June 30, 2017 and did not make any contributions during the three months ended June 30, 2016. We made contributions of $0.5 million and $10.0 million to fund the Pension Plan during the six months ended June 30, 2017 and June 30, 2016, respectively We anticipate contributing $1.0 million to fund the Pension Plan during the remainder of 2017.

We made $0.1 million and $0.1 million in SERP benefit payments for the three months ended June 30, 2017 and June 30, 2016 respectively. We made $0.4 million and $1.8 million in SERP benefit payments for the six months ended June 30, 2017 and June 30, 2016 respectively. We anticipate making an additional $6.1 million in SERP benefit payments during the remainder of 2017.

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 base compensation and/or bonus. The Deferred Compensation Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits. We use corporate-owned life insurance contracts held in a rabbi trust to support the plan. We had investments within this rabbi trust valued at $48.7 million as of June 30, 2017, including $36.8 million of cash surrender value of Company-owned life insurance contracts and $11.9 million held in mutual funds. We had investments within this rabbi trust valued at $45.0 million as of December 31, 2016, including $34.4 million of cash surrender value of Company-owned life insurance contracts and $10.6 million held in mutual funds. These mutual funds are valued using Level 1 and Level 2 inputs. These instruments are included within other non-current assets on our condensed consolidated balance sheets. Gains or losses related to these insurance contracts and mutual fund investments are included within miscellaneous, net in our condensed consolidated statements of operations. The unsecured obligation to pay the deferred compensation totaled $62.1 million and $48.7 million as of June 30, 2017 and December 31, 2016, respectively. The long-term portion of the unsecured obligation totaled $59.8 million and $47.0 million as of June 30, 2017 and December 31, 2016, respectively, and is included within other non-current liabilities on our condensed consolidated balance sheets. The short-term portion of the unsecured obligation to pay totaled $2.3 million and $1.7 million as of June 30, 2017 and December 31, 2016, respectively, and is included within accrued liabilities on our condensed consolidated balance sheets.

11.	Other Non-Current Liabilities

Other non-current liabilities consisted of the following:

	As of
(in thousands)	June 30, 2017		December 31, 2016
Pension and post-employment benefits	$	82,615	$	82,734
Deferred compensation		59,798		47,008
Uncertain tax positions		159,365		151,821
Other		17,958		21,318
Other non-current liabilities	$	319,736	$	302,881

12.	Derivative Financial Instruments

In order to minimize earnings and cash flow volatility resulting from currency exchange rate changes, we may enter into derivative instruments, principally forward and option foreign currency contracts. These contracts are designed to hedge anticipated foreign currency transactions and changes in the value of specific assets, liabilities and probable commitments. We do not enter into derivative instruments for speculative trading purposes.

The free-standing derivative forward contracts are used to offset our exposure to the change in value of specific foreign currency denominated assets and liabilities. These derivatives are not designated as hedges. Changes in the value of these contracts are recognized in earnings, thereby offsetting the current earnings effect of the related change in functional currency value of foreign currency denominated assets and liabilities. The gross notional amount of these contracts outstanding was zero as of June 30, 2017 and December 31, 2016, 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 $3.7 million and $6.0 million of net losses from derivatives for the three and six months ended June 30, 2017, respectively, and $8.2 million and $11.0 million of net gains from derivatives for the three and six months ended June 30, 2016, respectively, which are included within (loss) gain on derivatives in the condensed consolidated statements of operations. Additionally, we recorded foreign currency transaction net gains of $31.3 million and $61.0 million for the three and six months ended June 30, 2017, respectively, and foreign currency transaction net losses of $23.3 million and $14.4 million for the three and six months ended June 30, 2016, respectively, which are included within miscellaneous, net in our condensed consolidated statements of operations.

13.	Redeemable Non-controlling Interests and Non-controlling Interest

Redeemable Non-controlling Interests

A non-controlling owner previously held a 35.0 percent residual interest in the Travel Channel. The owner of the non-controlling interest had a put option requiring us to purchase their interest, and we had a call option to acquire their interest. In February 2016, we exercised our call option for an agreed upon price of $99.0 million. We now own 100.0 percent of Travel Channel.

A non-controlling owner previously held a 30.0 percent interest in Food Network Latin America (“FNLA”). In December 2016, we purchased the remaining interest in FNLA from the non-controlling interest holders for $4.5 million.

The following table summarizes the activity for account balances whose fair value measurements are estimated utilizing Level 3 inputs:

	June 30,
(in thousands)	2017		2016
Beginning period balance	$	-	$	99,000
Net income		-		2,162
Fair value adjustments		-		(2,162	)
Purchase of non-controlling interest		-		(99,000	)
Ending period balance	$	-	$	-

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.

Non-controlling Interest

The Food Network and Cooking Channel are operated and organized under the terms of a general partnership (the “Partnership”). The Company and a non-controlling owner hold interests in the Partnership. During the fourth quarter of 2016, the Partnership agreement was extended and specifies a dissolution date of December 31, 2020. If the term of the Partnership is not extended prior to that date, the Partnership agreement permits the Company, as holder of 80.0 percent of the applicable votes, to reconstitute the Partnership and continue its business. If for some reason the Partnership is not continued, it will be required to limit its activities to winding up, settling debts, liquidating assets and distributing proceeds to the partners in proportion to their partnership interests.

14.	Shareholders’ Equity

Capital Stock

SNI’s capital structure includes Common Voting Shares and Class A Common Shares. Our Amended and Restated Articles of Incorporation provide that the holders of Class A Common Shares, who are not entitled to vote on any other matters except as required by Ohio law, are entitled to elect the greater of three or one-third of the directors. The Common Voting Shares and Class A Common Shares have equal dividend distribution rights.

Incentive Plans

The SNI 2015 Amended Long-Term Incentive Plan (the “2015 Amended LTI Plan”) provides for long-term equity incentive compensation for key employees and members of the Company’s Board of Directors (the “Board”). The 2015 Amended LTI Plan authorizes the grant of discretionary awards for employees and non-employee directors in the form of incentive or non-qualified stock options, stock appreciation rights, restricted shares, restricted stock units (“RSUs”), performance shares, performance-based restricted stock units (“PBRSUs”) and other share-based awards and dividend equivalents. The Company has reserved 8.0 million Class A Common Shares for issuance under the 2015 Amended LTI Plan.

The 2015 Amended LTI Plan will remain in effect until February 2025, unless terminated sooner by the Board. Termination will not affect outstanding grants and awards. The 2015 Amended LTI Plan replaced the SNI 2008 Long-Term Incentive Plan (the “Prior LTI Plan”), and no further awards will be made under the Prior LTI Plan. However, awards granted under the Prior LTI Plan remain outstanding in accordance with their terms.

We satisfy stock option exercises and vested stock awards with newly-issued shares. Shares available for future share compensation grants totaled 6.3 million at June 30, 2017.

During the six months ended June 30, 2017, the Company granted 0.4 million RSUs, including PBRSUs, under the 2015 Amended LTI Plan. During the six months ended June 30, 2016, the Company granted 0.6 million stock options and 0.4 million RSUs, including PBRSUs. The number of shares ultimately issued for PBRSUs will depend upon performance compared to specified metrics. The fair values for stock options are estimated on the grant date using a lattice-based binomial model. Assumptions utilized in the model are evaluated and revised, as necessary, to reflect market conditions and experience.

Share-based compensation was as follows:

	Three months ended June 30,				Six months ended June 30,
(in thousands)	2017		2016		2017		2016
Stock options	$	324	$	1,540	$	604	$	6,335
RSUs and PBRSUs		7,162		5,430		26,994		18,344
Total share-based compensation	$	7,486	$	6,970	$	27,598	$	24,679

Unrecognized share-based compensation expense was as follows as of June 30, 2017:

(in thousands)	Amount		Weighted-Average Period
Stock options	$	1,002	1.1 years
RSUs and PBRSUs		30,676	2.0 years
Total unrecognized share-based compensation	$	31,678

Share Repurchase Programs

We have share repurchase programs (“Repurchase Programs”) authorized by the Board that permit us to acquire the Company’s Class A Common Shares. We did not repurchase any shares during the six months ended June 30, 2017 and June 30, 2016, respectively.

As of June 30, 2017, $1,512.5 million in authorization remains available for repurchase under the Repurchase Programs. All shares repurchased under the Repurchase Programs are retired and returned to authorized and unissued shares. There is no expiration date for the Repurchase Programs, and we are under no commitment or obligation to repurchase any particular amount of Class A Common Shares under the Repurchase Programs.

15.	Comprehensive Income

Changes in the accumulated other comprehensive income or loss (“AOCI”) balance by component consisted of the following:

	Three months ended June 30, 2017									Three months ended June 30, 2016
(in thousands)	Foreign Currency Translation			Pension Plan and SERP Liability			Total Accumulated Other Comprehensive (Loss) Income			Foreign Currency Translation			Pension Plan and SERP Liability			Total Accumulated Other Comprehensive (Loss) Income
Beginning period balance	$	(258,251	)	$	(38,120	)	$	(296,371	)	$	(57,421	)	$	(31,328	)	$	(88,749	)
Other comprehensive (loss) before reclassifications		151,623			—			151,623			(122,251	)		—			(122,251	)
Amounts reclassified from AOCI		—			1,395			1,395			—			666			666
Net current-period other comprehensive (loss)		151,623			1,395			153,018			(122,251	)		666			(121,585	)
Ending period balance	$	(106,628	)	$	(36,725	)	$	(143,353	)	$	(179,672	)	$	(30,662	)	$	(210,334	)

	Six months ended June 30, 2017									Six months ended June 30, 2016
(in thousands)	Foreign Currency Translation			Pension Plan and SERP Liability			Total Accumulated Other Comprehensive (Loss) Income			Foreign Currency Translation			Pension Plan and SERP Liability			Total Accumulated Other Comprehensive (Loss) Income
Beginning period balance	$	(324,708	)	$	(38,993	)	$	(363,701	)	$	(98,239	)	$	(31,994	)	$	(130,233	)
Other comprehensive (loss) income before reclassifications		218,080			—			218,080			(81,433	)		—			(81,433	)
Amounts reclassified from AOCI		—			2,268			2,268			—			1,332			1,332
Net current-period other comprehensive (loss) income		218,080			2,268			220,348			(81,433	)		1,332			(80,101	)
Ending period balance	$	(106,628	)	$	(36,725	)	$	(143,353	)	$	(179,672	)	$	(30,662	)	$	(210,334	)

Amounts reported in the table above are net of income tax.

Amounts reclassified to net earnings for Pension Plan and SERP liability adjustments relate to the amortization of actuarial losses. These amounts are included within selling, general and administrative in our condensed consolidated statements of operations and totaled $1.4 million and $2.8 million for the three and six months ended June 30, 2017, respectively and $1.0 million and $2.0 million for the three and six months ended June 30, 2016, respectively (see Note 10 - Employee Benefit Plans).

16.	Segment Information

The Company has two reportable segments: U.S. Networks and International Networks which are determined based on our management and internal reporting structure.

U.S. Networks includes our six domestic television networks: HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel and Great American Country. Additionally, U.S. Networks includes websites associated with the aforementioned television brands and other internet and digital businesses serving home, food, travel and other lifestyle-related categories. U.S. Networks also includes our digital content studio, Scripps Lifestyle Studios. We own 100.0 percent of each of our networks, with the exception of Food Network and Cooking Channel, of which we own 68.7 percent. Each of our networks is distributed by cable and satellite operators, telecommunication suppliers and other digital providers, such as those providing streaming or on-demand services. U.S. Networks generates revenues primarily from advertising sales and distribution fees earned from the right to distribute our programming content. U.S. Networks also earns revenues from licensing content to third parties and brands for consumer products.

International Networks includes the TVN portfolio of networks and other lifestyle-oriented networks available in the UK, EMEA, APAC and Latin America. International Networks also includes our 50.0 percent share of the results of UKTV, a general entertainment and lifestyle channel platform in the UK.

Corporate and Other includes the results of businesses not separately identified as reportable segments for external financial reporting purposes and will continue to be disclosed separately from the results of U.S. Networks and International Networks. The Company generally does not allocate employee-related corporate overhead costs to its reportable segments, but rather classifies these expenses within Corporate and Other.

Intersegment revenue eliminations are included in Corporate and Other and totaled $7.3 million and $14.5 million for the three and six months ended June 30, 2017, respectively, and $6.5 million and $13.1 million for the three and six months ended June 30, 2016, respectively.

Our Chief Operating Decision Maker (“CODM”), whom we have identified as our Chief Executive Officer (“CEO”), evaluates the operating performance of our businesses and makes decisions about the allocation of resources to the businesses using a measure we refer to as segment profit (loss). Segment profit (loss) is defined as income (loss) from operations before income taxes excluding depreciation, amortization, goodwill write-downs, interest expense, equity in earnings of affiliates, gain (loss) on derivatives, gain (loss) on sale of investments and other miscellaneous non-operating expenses which are included in net income (loss) determined in accordance with GAAP.

Information regarding our segments is as follows:

	Three months ended June 30, 2017
(in thousands)	U.S. Networks			International Networks		Corporate and Other			Consolidated
Operating revenues:
Advertising	$	552,652		$	110,382	$	—		$	663,034
Distribution		211,902			27,783		—			239,685
Other		14,489			15,097		(7,259	)		22,327
Total operating revenues		779,043			153,262		(7,259	)		925,046
Cost of services, excluding depreciation and amortization		222,790			83,335		(6,274	)		299,851
Selling, general and administrative		157,531			31,147		23,719			212,397
Segment profit (loss)		398,722			38,780		(24,704	)		412,798
Depreciation		9,961			3,045		654			13,660
Amortization		9,994			15,064		—			25,058
Operating income (loss)		378,767			20,671		(25,358	)		374,080
Interest (expense) income, net		(144	)		206		(24,265	)		(24,203	)
Equity in earnings of affiliates		7,846			13,128		—			20,974
Loss on derivatives		—			—		(3,672	)		(3,672	)
Gain on sale of investments		—			1,416		—			1,416
Miscellaneous, net		3,481			7,896		20,804			32,181
Income (loss) from operations before income taxes	$	389,950		$	43,317	$	(32,491	)	$	400,776

Additions to property and equipment:	$	13,212		$	7,100	$	—		$	20,312

	Three months ended June 30, 2016
(in thousands)	U.S. Networks			International Networks			Corporate and Other			Consolidated
Operating revenues:
Advertising	$	540,979		$	105,669		$	—		$	646,648
Distribution		196,073			27,378			(5	)		223,446
Other		15,269			13,997			(6,589	)		22,677
Total operating revenues		752,321			147,044			(6,594	)		892,771
Cost of services, excluding depreciation and amortization		211,040			80,666			(4,707	)		286,999
Selling, general and administrative		140,142			29,009			21,982			191,133
Segment profit (loss)		401,139			37,369			(23,869	)		414,639
Depreciation		12,716			3,114			259			16,089
Amortization		10,022			15,632			—			25,654
Operating income (loss)		378,401			18,623			(24,128	)		372,896
Interest expense, net		(69	)		(7,076	)		(26,030	)		(33,175	)
Equity in earnings of affiliates		9,014			12,698			—			21,712
Gain on derivatives		—			—			8,267			8,267
Loss on sale of investments		(16,373	)		—			—			(16,373	)
Miscellaneous, net		18,952			23,823			(64,447	)		(21,672	)
Income (loss) from operations before income taxes	$	389,925		$	48,068		$	(106,338	)	$	331,655

Additions to property and equipment:	$	8,567		$	4,385		$	—		$	12,952

	Six months ended June 30, 2017
(in thousands)	U.S. Networks			International Networks		Corporate and Other			Consolidated
Operating revenues:
Advertising	$	1,064,707		$	195,042	$	—		$	1,259,749
Distribution		423,042			55,023		—			478,065
Other		28,183			28,722		(14,553	)		42,352
Total operating revenues		1,515,932			278,787		(14,553	)		1,780,166
Cost of services, excluding depreciation and amortization		428,112			162,669		(11,891	)		578,890
Selling, general and administrative		305,524			61,828		52,415			419,767
Segment profit (loss)		782,296			54,290		(55,077	)		781,509
Depreciation		21,460			5,917		1,243			28,620
Amortization		19,912			29,343		—			49,255
Operating income (loss)		740,924			19,030		(56,320	)		703,634
Interest (expense) income, net		(264	)		353		(48,544	)		(48,455	)
Equity in earnings of affiliates		13,089			28,334		—			41,423
Loss on derivatives		—			—		(6,008	)		(6,008	)
Gain on sale of investments		—			1,416		—			1,416
Miscellaneous, net		5,964			27,799		25,958			59,721
Income (loss) from operations before income taxes	$	759,713		$	76,932	$	(84,914	)	$	751,731

Additions to property and equipment:	$	25,468		$	14,447	$	5,844		$	45,759

	Six months ended June 30, 2016
(in thousands)	U.S. Networks			International Networks			Corporate and Other			Consolidated
Operating revenues:
Advertising	$	1,028,264		$	190,239		$	—		$	1,218,503
Distribution		398,169			53,350			(5	)		451,514
Other		28,083			24,793			(13,244	)		39,632
Total operating revenues		1,454,516			268,382			(13,249	)		1,709,649
Cost of services, excluding depreciation and amortization		414,399			161,724			(9,457	)		566,666
Selling, general and administrative		279,481			59,500			50,973			389,954
Segment profit (loss)		760,636			47,158			(54,765	)		753,029
Depreciation		26,911			5,955			520			33,386
Amortization		20,043			36,673			—			56,716
Operating income (loss)		713,682			4,530			(55,285	)		662,927
Interest expense, net		(86	)		(13,943	)		(52,891	)		(66,920	)
Equity in earnings of affiliates		16,746			30,644			—			47,390
Gain on derivatives		—			—			11,033			11,033
Gain on sale of investments		191,824			—			—			191,824
Miscellaneous, net		22,440			54,880			(92,926	)		(15,606	)
Income (loss) from operations before income taxes	$	944,606		$	76,111		$	(190,069	)	$	830,648

Additions to property and equipment:	$	17,238		$	7,059		$	—		$	24,297

	Three months ended June 30,
(in thousands)	2017		2016
Operating revenues by geographic location:
United States	$	782,550	$	755,427
Poland		123,938		120,095
Other International		18,558		17,249
Total operating revenues	$	925,046	$	892,771

	Six months ended June 30,
(in thousands)	2017		2016
Operating revenues by geographic location:
United States	$	1,520,644	$	1,457,315
Poland		223,222		217,853
Other International		36,300		34,481
Total operating revenues	$	1,780,166	$	1,709,649

(in thousands)	June 30, 2017		December 31, 2016
Long-lived assets by geographic location:
United States	$	1,821,665	$	1,809,919
Poland		2,359,587		2,172,743
Other International		389,153		384,242
Total long-lived assets	$	4,570,405	$	4,366,904

(in thousands)	June 30, 2017		December 31, 2016
Assets by segment:
U.S. Networks	$	2,904,340	$	2,800,137
International Networks		3,257,923		2,991,607
Corporate and Other		354,306		408,550
Total assets	$	6,516,569	$	6,200,294

No single customer provides more than 10.0 percent of our revenues.

Assets held by our businesses and physically located outside of the United States totaled $3,224.1 million and $2,955.8 million at June 30, 2017 and December 31, 2016, respectively.

17. Subsequent Events

On July 30, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Discovery Communications, Inc., (“Discovery”) and Skylight Merger Sub, Inc., a wholly-owned subsidiary of Discovery (“Merger Sub”) pursuant to which Merger Sub will merge with and into the Company with the Company surviving as a wholly-owned subsidiary of Discovery (the “Merger”). The transaction reflects a total enterprise value for the Company of approximately $14.6 billion.

Subject to the terms and conditions set forth in the Merger Agreement, including the collar mechanism described below, holders of the Company’s Class A Common Shares and Common Voting Shares, collectively the “SNI Shares” will receive $63.00 in cash and $27.00 (based on Discovery’s July 21, 2017 closing price) in Discovery’s Series C Common Shares (“Series C Shares”) for each SNI Share, (the “Merger Consideration”).

The stock portion of the Merger Consideration will be subject to a collar based on the volume weighted average price of Discovery’s Series C Shares measured cumulatively over the 15 trading days ending on the third trading day prior to closing (the “Average Discovery Price”). Holders of SNI Shares will receive 1.2096 Series C Shares if the Average Discovery Price is less than $22.32, and 0.9408 Series C Shares if the Average Discovery Price is greater than $28.70. If the Average Discovery Price is greater than or equal to $22.32 but less than or equal to $28.70, holders of SNI Shares will receive a number of Series C Shares between 1.2096 and 0.9408 equal to $27.00 in value. If the Average Discovery Price is between $22.32 and $25.51, Discovery has the option to pay additional cash instead of issuing more shares.

The Merger was approved unanimously by the Board of Directors of SNI and unanimously among those voting by the Board of Directors of Discovery and is subject to review by regulatory authorities in the U.S. and other jurisdictions. The transaction is expected to close in the first quarter of 2018. The full terms of the agreement are included in the Merger Agreement dated July 30, 2017, which was included as Exhibit 2.1 to the Form 8-K filed with the SEC on July 31, 2017.

In connection with the Merger Agreement, we have made certain representations, warranties and covenants, including, among other things, customary covenants to conduct business in the ordinary course consistent with past practice and to refrain from taking specified actions without Discovery’s consent during the period prior to closing.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis of financial condition and results of operations is based on the condensed consolidated financial statements and the notes thereto. This discussion and analysis should be read in conjunction with those condensed consolidated financial statements.

FORWARD-LOOKING STATEMENTS

This discussion and the information contained in the condensed consolidated financial statements and notes thereto contain certain forward-looking statements that are based on our current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expectations expressed in forward-looking statements. Such risks, trends and uncertainties, which in most instances are beyond our control, include without limitation, changes in advertising demand and other economic conditions; changing consumers’ tastes and viewing habits; program costs; labor relations; technological developments; risks related to international operations; competitive pressures; industry consolidation; interest rates; regulatory rulings; reliance on third-party vendors for various products and services; and other risks, trends and uncertainties disclosed in our annual report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) and other filings with the Securities and Exchange Commission. The words “believe,” “expect,” “anticipate,” “estimate,” “intend” and similar expressions identify forward-looking statements. All forward-looking statements, which are as of the date of this filing, should be evaluated with the understanding of their inherent uncertainty. We undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date as of which the statement is made.

OVERVIEW

We are a global media company with respected high-profile brands and are a leading developer of lifestyle-oriented content, providing primarily home, food, travel and other lifestyle-related programming. Our content is distributed via multiple methods, including television, the internet, digital platforms and licensing arrangements. The SNI portfolio of networks includes HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel and Great American Country within and outside the United States, with the exception of Great American Country, which is only distributed in the United States, and Fine Living, Asian Food Channel (“AFC”) and TVN’s portfolio of networks outside the United States. Additionally, outside the United States, we participate in UKTV, a joint venture with the BBC. Our businesses engage audiences and efficiently serve advertisers by producing and delivering entertaining and highly-useful content that focuses on specifically-defined topics of interest.

We intend to expand and enhance our lifestyle brands by: growing our brands through the creation of popular new programming and content; reaching additional demographics; extending distribution on various platforms, such as over-the-top and digital entrants providing streaming and/or on-demand services; and increasing our international footprint. We have a large library of content which we produced and own the rights to indefinitely, enabling us to exploit original programming quickly and/or repackage content in a cost-effective manner.

We are focused on strengthening our networks and expanding reach, including in both the digital arena and international market. As part of our effort to expand in the digital arena, we launched Scripps Lifestyle Studios in the fourth quarter of 2015.

The Company has two reportable segments: U.S. Networks and International Networks.

The growth of our international business, through acquisition and joint ventures, as well as organically, has been and continues to be, a strategic priority for the Company. In the second quarter of 2017, we launched Food Network as a free-to-air channel in Italy. In the first quarter of 2017, we launched HGTV in Poland, expanding the reach of our brand internationally. During the fourth quarter of 2016, Cooking Channel launched in Canada in partnership with Corus Entertainment, marking the first time this network was made available outside the United States and Caribbean. Also in the fourth quarter of 2016, we launched HGTV in the Middle East and North Africa. In the second quarter of 2016, HGTV launched as a free-to-air channel in New Zealand in partnership with Top TV and Blue Ant Media. During 2015, we acquired TVN, a Polish media company, which operates a portfolio of 13 free-to-air and pay-TV lifestyle and entertainment networks. Also in 2015, we expanded distribution of Travel Channel as a 24/7 free-to-air channel in the UK; expanded distribution of Food Network across Latin America and HGTV in APAC; launched Food Network in Australia in partnership with SBS; and secured a large volume output deal with Nine in Australia to launch Food Network and HGTV-branded programming blocks on newly-launched 9LIFE, Australia’s first free-to-air lifestyle network.

Consolidated operating revenues increased $32.3 million, or 3.6 percent, while consolidated income from operations before income taxes increased $69.1 million, or 20.8 percent, for the three months ended June 30, 2017 compared with the same period in 2016, primarily driven by a $54.6 million increase in foreign currency transaction net gains, which are included in miscellaneous, net, a $9.0

million decrease in interest expense, net, as a result of debt repayment in 2016 and a $1.4 million gain on sale of investments in the second quarter of 2017 compared with a $16.4 million loss on sale of investments in the second quarter of 2016.

Consolidated operating revenues increased $70.5 million, or 4.1 percent, while consolidated income from operations before income taxes decreased $78.9 million, or 9.5 percent, for the six months ended June 30, 2017 compared with the same period in 2016, primarily driven by the $191.8 million gain on sale of investments in 2016, partially offset by the aforementioned increase in consolidated operating revenues, a $75.4 million increase in foreign currency transaction net gains, which are included within other miscellaneous, net and an $18.5 million decrease in interest expense, net, as a result of debt repayments in 2016.

U.S. Networks continues to account for the majority of the Company’s performance. U.S. Networks generated operating revenues of $779.0 million, representing 84.2 percent of consolidated operating revenues, for the three months ended June 30, 2017 compared with $752.3 million, representing 84.3 percent of consolidated operating revenues, for the three months ended June 30, 2016. U.S. Networks generated operating revenues of $1,515.9 million, representing 85.2 percent of consolidated operating revenues, for the six months ended June 30, 2017 compared with $1,454.5 million, representing 85.1 percent of consolidated operating revenues, for the six months ended June 30, 2016.

International Networks generated operating revenues of $153.3 million, representing 16.6 percent of consolidated operating revenues, for the three months ended June 30, 2017 compared with $147.0 million, representing 16.5 percent of consolidated operating revenues, for the three months ended June 30, 2016. International Networks generated operating revenues of $278.8 million, representing 15.7 percent of consolidated operating revenues, for the six months ended June 30, 2017 compared with $268.4 million, representing 15.7 percent of consolidated operating revenues, for the six months ended June 30, 2016.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments and assumptions that affect amounts and related disclosures reported in the condensed consolidated financial statements and accompanying footnotes, including the selection of appropriate accounting principles that reflect the economic substance of the underlying transactions and assumptions on which to base accounting estimates. In reaching such decisions, judgment is applied based on analysis of the relevant circumstances, including historical experience, actuarial studies and other assumptions. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in our condensed consolidated financial statements.

Note 2- Summary of Significant Accounting Policies to the consolidated financial statements included in the 2016 Form 10-K describes the significant accounting policies we have selected for use in the preparation of our condensed consolidated financial statements and related disclosures. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used could materially change the financial statements. We believe the accounting for programs and program licenses, acquisitions, goodwill, finite-lived intangible assets, income taxes and revenue recognition to be our most critical accounting policies and estimates. A detailed description of these accounting policies is included in the Critical Accounting Policies and Estimates section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2016 Form 10-K. We adopted four accounting standard updates during the six months ended June 30, 2017 (see Note 2 – Accounting Standards Updates).

RESULTS OF OPERATIONS

Consolidated Results of Operations

Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016

	Three months ended June 30,
( in thousands)	2017			2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Operating revenues:
Advertising	$	663,034		$	646,648		$	16,386			2.5	%
Distribution		239,685			223,446			16,239			7.3	%
Other		22,327			22,677			(350	)		(1.5	)%
Total operating revenues		925,046			892,771			32,275			3.6	%
Operating expenses:
Cost of services, excluding depreciation and amortization		299,851			286,999			(12,852	)		(4.5	)%
Selling, general and administrative		212,397			191,133			(21,264	)		(11.1	)%
Depreciation		13,660			16,089			2,429			15.1	%
Amortization		25,058			25,654			596			2.3	%
Total operating expenses		550,966			519,875			(31,091	)		(6.0	)%
Operating income		374,080			372,896			1,184			0.3	%
Interest expense, net		(24,203	)		(33,175	)		8,972			27.0	%
Equity in earnings of affiliates		20,974			21,712			(738	)		(3.4	)%
(Loss) gain on derivatives		(3,672	)		8,267			(11,939	)		(144.4	)%
Gain (loss) on sale of investments		1,416			(16,373	)		17,789			108.6	%
Miscellaneous, net		32,181			(21,672	)		53,853			248.5	%
Income from operations before income taxes		400,776			331,655			69,121			20.8	%
Provision for income taxes		115,099			98,303			(16,796	)		(17.1	)%
Net income		285,677			233,352			52,325			22.4	%
Less: net income attributable to non-controlling interests		(51,602	)		(48,744	)		(2,858	)		(5.9	)%
Net income attributable to SNI	$	234,075		$	184,608		$	49,467			26.8	%

Consolidated total operating revenues increased $32.3 million, or 3.6 percent, for the three months ended June 30, 2017 compared with the same period in 2016, with growth in both advertising sales and distribution fees.

Consolidated advertising sales increased $16.4 million, or 2.5 percent, for the three months ended June 30, 2017 compared with the respective period in 2016, primarily driven by strong pricing in the U.S. market, partially offset by impressions delivered. Advertising sales are affected by the strength of advertising markets and general economic conditions and fluctuate based on the success of our programming, as measured by viewership, and seasonality. The amount of advertising sales we earn is a function of pricing negotiated with advertisers, number of advertising spots sold and impressions delivered. Consolidated advertising sales represented 71.7 percent and 72.4 percent of consolidated total operating revenues during the three months ended June 30, 2017 and June 30, 2016, respectively.

Consolidated advertising sales growth was supplemented by a $16.2 million, or 7.3 percent, increase in consolidated distribution fees for the three months ended June 30, 2017 compared with the respective period in 2016, primarily driven by negotiated contractual rate increases, and, to a lesser extent, revenues generated by over-the-top and non-linear distribution platforms, partially offset by a decrease in the number of subscribers receiving our networks. Distribution agreements with cable and satellite distributors and telecommunication service providers require distributors to pay us fees over the terms of the agreements in exchange for certain rights to distribute our content. The revenues earned from our distribution agreements depend on the rates negotiated in the agreements and the number of subscribers that receive our networks. Consolidated distribution fees represented 25.9 percent and 25.0 percent of consolidated total operating revenues during the three months ended June 30, 2017 and June 30, 2016, respectively.

Cost of services, which consists of program amortization and the costs associated with distributing our content, increased $12.9 million, or 4.5 percent, for the three months ended June 30, 2017 compared with the respective period in 2016. Program amortization, which represents the largest expense and is the primary driver of fluctuations in cost of services, increased $14.6 million, or 6.6 percent, for the three months ended June 30, 2017 compared with the same period in 2016 and represented 43.1 percent and 42.8 percent of consolidated total operating expenses during the three months ended June 30, 2017 and June 30, 2016, respectively. Cost of services included $1.3 million of Reorganization costs incurred during the three months ended June 30, 2016.

Selling, general and administrative, which primarily consists of employee costs, marketing and advertising expenses, administrative costs and costs of facilities, increased $21.3 million, or 11.1 percent, for the three months ended June 30, 2017 compared with the respective period in 2016, primarily driven by marketing and technology expenses. Selling, general and administrative included $2.6 million of Reorganization costs and $0.8 million of TVN transaction and integration expenses incurred during the three months ended June 30, 2016.

Interest expense, net primarily reflects the interest incurred on our outstanding borrowings. Interest expense, net decreased $9.0 million, or 27.0 percent, for the three months ended June 30, 2017 compared with the same period in 2016 driven by less debt outstanding as of June 30, 2017. Our debt outstanding as of June 30, 2017, included $1,500.0 million of Senior Notes issued in June 2015, comprised of $600.0 million aggregate principal amount of 2.80% Senior Notes due 2020 (the “2020 Notes”), $400.0 million aggregate principal amount of 3.50% Senior Notes due 2022 (the “2022 Notes”) and $500.0 million aggregate principal amount of 3.95% Senior Notes due 2025 (the “2025 Notes”). Also outstanding as of June 30, 2017, were $500.0 million aggregate principal amount of 2.75% Senior Notes due 2019 (the “2019 Notes”) and $500.0 million aggregate principal amount of 3.90% Senior Notes due 2024 (the “2024 Notes”), as well as $500.0 million drawn on the Amended Revolving Credit Facility. In addition to what was outstanding as of June 30, 2017, we had $500.0 million aggregate principal amount of Senior Notes due 2016 (the “2016 Notes”), the 7.85% TVN Senior Notes due 2020 (the “2020 TVN Notes”) and the Term Loan outstanding as of June 30, 2016. Interest expense, net also includes interest income of $1.2 million and $1.3 million related to the UKTV Loan for the three months ended June 30, 2017 and 2016, respectively.

Gain (loss) on sale of investments increased $17.8 million for the three months ended June 30, 2017 compared with the same period in 2016, primarily driven by a $16.4 million loss recognized on the sale of our interest in a cost method investment in the second quarter of 2016.

Miscellaneous, net includes foreign currency transaction gains and losses, which totaled $31.3 million of net gains and $23.3 million of net losses for the three months ended June 30, 2017 and June 30, 2016, respectively.

Our effective income tax rate was 28.7 percent for the three months ended June 30, 2017 compared with 29.6 percent for the three months ended June 30, 2016, primarily driven by an increase in tax benefits resulting from differences in the U.S. statutory rate and that of foreign jurisdictions as well as recognition of tax benefits related to certain investments in foreign jurisdictions, partially offset by changes in uncertain tax positions.

Consolidated Results of Operations

Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016

	Six months ended June 30,
( in thousands)	2017			2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Operating revenues:
Advertising	$	1,259,749		$	1,218,503		$	41,246			3.4	%
Distribution		478,065			451,514			26,551			5.9	%
Other		42,352			39,632			2,720			6.9	%
Total operating revenues		1,780,166			1,709,649			70,517			4.1	%
Operating expenses:
Cost of services, excluding depreciation and amortization		578,890			566,666			(12,224	)		(2.2	)%
Selling, general and administrative		419,767			389,954			(29,813	)		(7.6	)%
Depreciation		28,620			33,386			4,766			14.3	%
Amortization		49,255			56,716			7,461			13.2	%
Total operating expenses		1,076,532			1,046,722			(29,810	)		(2.8	)%
Operating income		703,634			662,927			40,707			6.1	%
Interest expense, net		(48,455	)		(66,920	)		18,465			27.6	%
Equity in earnings of affiliates		41,423			47,390			(5,967	)		(12.6	)%
(Loss) gain on derivatives		(6,008	)		11,033			(17,041	)		(154.5	)%
Gain on sale of investments		1,416			191,824			(190,408	)		(99.3	)%
Miscellaneous, net		59,721			(15,606	)		75,327			482.7	%
Income from operations before income taxes		751,731			830,648			(78,917	)		(9.5	)%
Provision for income taxes		216,239			257,350			41,111			16.0	%
Net income		535,492			573,298			(37,806	)		(6.6	)%
Less: net income attributable to non-controlling interests	��	(101,517	)		(97,793	)		(3,724	)		(3.8	)%
Net income attributable to SNI	$	433,975		$	475,505		$	(41,530	)		(8.7	)%

Consolidated total operating revenues increased $70.5 million, or 4.1 percent, for the six months ended June 30, 2017 compared with the same period in 2016, with growth in both advertising sales and distribution fees.

Consolidated advertising sales increased $41.2 million, or 3.4 percent, for the six months ended June 30, 2017 compared with the respective period in 2016, primarily driven by strong pricing in the U.S. market, partially offset by impressions delivered. Consolidated advertising sales represented 70.8 percent and 71.3 percent of consolidated total operating revenues during the six months ended June 30, 2017 and June 30, 2016, respectively.

Consolidated advertising sales growth was supplemented by a $26.6 million, or 5.9 percent, increase in consolidated distribution fees for the six months ended June 30, 2017 compared with the respective period in 2016, primarily driven by negotiated contractual rate increases, and, to a lesser extent, revenues generated by over-the-top and non-linear distribution platforms, partially offset by a decrease in the number of subscribers receiving our networks. Consolidated distribution fees represented 26.9 percent and 26.4 percent of consolidated total operating revenues during the six months ended June 30, 2017 and June 30, 2016, respectively.

Cost of services, increased $12.2 million, or 2.2 percent, for the six months ended June 30, 2017 compared with the respective period in 2016. Program amortization increased $12.3 million, or 2.8 percent, for the six months ended June 30, 2017 compared with the same period in 2016 and represented 42.2 percent and 42.2 percent of consolidated total operating expenses during the six months ended June 30, 2017 and June 30, 2016, respectively. Cost of services included $3.0 million of Reorganization costs incurred during the six months ended June 30, 2016.

Selling, general and administrative increased $29.8 million, or 7.6 percent, for the six months ended June 30, 2017 compared with the respective period in 2016, primarily driven by marketing and technology expenses. Selling, general and administrative included $8.3 million of Reorganization costs and $2.1 million of TVN transaction and integration expenses incurred during the six months ended June 30, 2016.

Interest expense, net primarily reflects the interest incurred on our outstanding borrowings. Interest expense, net decreased $18.5 million, or 27.6 percent, for the six months ended June 30, 2017 compared with the same period in 2016 driven by less debt outstanding as of June 30, 2017. Our debt outstanding as of June 30, 2017, included the 2020 Notes, the 2022 Notes and the 2025 Notes. Also outstanding as of June 30, 2017, were the 2019 Notes and the 2024 Notes, as well as $500.0 million drawn on the Amended Revolving Credit Facility. In addition to what was outstanding as of June 30, 2017, we had the 2016 Notes, the 2020 TVN Notes and the Term Loan outstanding as of June 30, 2016. Interest expense, net also includes interest income of $2.3 million and $2.6 million related to the UKTV Loan for the six months ended June 30, 2017 and 2016, respectively.

Gain on sale of investments decreased $190.4 million for the six months ended June 30, 2017 compared with the same period in 2016 primarily due to the sale of our 7.3 percent equity interest in Fox Sports South in the first quarter of 2016.

Miscellaneous, net includes foreign currency transaction gains and losses, which totaled $61.0 million of net gains and $14.4 million of net losses for the six months ended June 30, 2017 and June 30, 2016, respectively.

Our effective income tax rate was 28.8 percent for the six months ended June 30, 2017 compared with 31.0 percent for the six months ended June 30, 2016, primarily driven by an increase in tax benefits resulting from differences in the U.S. statutory rate and that of foreign jurisdictions as well as the recognition of tax benefits related to certain investments in foreign jurisdictions, partially offset by changes in uncertain tax positions.

Business Segment Results

As discussed in Note 16 - Segment Information to the condensed consolidated financial statements, our CODM evaluates the operating performance of our businesses and makes decisions about the allocation of resources to the businesses using a measure we refer to as segment profit (loss). Segment profit (loss) is defined as income (loss) from operations before income taxes, excluding depreciation, amortization, goodwill write-downs, interest expense, equity in earnings of affiliates, gain (loss) on derivatives, gain (loss) on sale of investments, other miscellaneous non-operating expenses and income taxes, which are included in net income (loss) determined in accordance with GAAP.

Depreciation and amortization charges are a result of decisions made in prior periods regarding the allocation of resources and are, therefore, excluded from segment profit (loss). Also excluded from segment profit (loss) are financing, tax structuring and acquisition and divestiture decisions, which are generally made by corporate executives. Excluding these items from the performance measure of our businesses enables management to evaluate operating performance based on current economic conditions and decisions made by the managers of the businesses in the current period.

Consolidated segment profit (loss) is the aggregate of the segment profit for each of our two reportable segments. Consolidated segment profit (loss) is a financial measure that is not intended to replace income (loss) from operations before income taxes, the most directly comparable GAAP financial measure. Our management believes that segment profit (loss) is a useful measure of the operating profitability of our business since the measure allows for an evaluation of the performance of our segments without regard to the effect of interest, depreciation and amortization and certain other items. For this reason, operating performance measures, such as consolidated segment profit (loss), are used by analysts and investors in our industry. Consolidated segment profit (loss) is not a measure of consolidated operating results under GAAP and should not be considered superior to, as a substitute for or as an alternative to, income (loss) from operations before income taxes or any other measure of consolidated operating results under GAAP.

Information regarding the operating performance of our business segments, including a reconciliation of consolidated segment profit to income from operations before income taxes in accordance with GAAP, is as follows:

Consolidated Results of Operations

Three months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016

	Three months ended June 30,
(in thousands)	2017			2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Operating revenues:
U.S. Networks	$	779,043		$	752,321		$	26,722			3.6	%
International Networks		153,262			147,044			6,218			4.2	%
Corporate and Other		(7,259	)		(6,594	)		(665	)		(10.1	)%
Operating revenues		925,046			892,771			32,275			3.6	%
Cost of services, excluding depreciation and amortization		299,851			286,999			(12,852	)		(4.5	)%
Selling, general and administrative		212,397			191,133			(21,264	)		(11.1	)%
Total segment profit		412,798			414,639			(1,841	)		(0.4	)%
Depreciation		13,660			16,089			2,429			15.1	%
Amortization		25,058			25,654			596			2.3	%
Total operating income		374,080			372,896			1,184			0.3	%
Interest expense, net		(24,203	)		(33,175	)		8,972			27.0	%
Equity in earnings of affiliates		20,974			21,712			(738	)		(3.4	)%
(Loss) gain on derivatives		(3,672	)		8,267			(11,939	)		(144.4	)%
Gain (loss) on sale of investments		1,416			(16,373	)		17,789			108.6	%
Miscellaneous, net		32,181			(21,672	)		53,853			248.5	%
Income from operations before income taxes	$	400,776		$	331,655		$	69,121			20.8	%
Segment profit (loss):
U.S. Networks	$	398,722		$	401,139		$	(2,417	)		(0.6	)%
International Networks		38,780			37,369			1,411			3.8	%
Corporate and Other		(24,704	)		(23,869	)		(835	)		(3.5	)%
Total segment profit	$	412,798		$	414,639		$	(1,841	)		(0.4	)%

Consolidated Results of Operations

Six months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016

	Six months ended June 30,
(in thousands)	2017			2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Operating revenues:
U.S. Networks	$	1,515,932		$	1,454,516		$	61,416			4.2	%
International Networks		278,787			268,382			10,405			3.9	%
Corporate and Other		(14,553	)		(13,249	)		(1,304	)		(9.8	)%
Total operating revenues		1,780,166			1,709,649			70,517			4.1	%
Cost of services, excluding depreciation and amortization		578,890			566,666			(12,224	)		(2.2	)%
Selling, general and administrative		419,767			389,954			(29,813	)		(7.6	)%
Total segment profit		781,509			753,029			28,480			3.8	%
Depreciation		28,620			33,386			4,766			14.3	%
Amortization		49,255			56,716			7,461			13.2	%
Operating income		703,634			662,927			40,707			6.1	%
Interest expense, net		(48,455	)		(66,920	)		18,465			27.6	%
Equity in earnings of affiliates		41,423			47,390			(5,967	)		(12.6	)%
(Loss) gain on derivatives		(6,008	)		11,033			(17,041	)		(154.5	)%
Gain on sale of investments		1,416			191,824			(190,408	)		(99.3	)%
Miscellaneous, net		59,721			(15,606	)		75,327			482.7	%
Income from operations before income taxes	$	751,731		$	830,648		$	(78,917	)		(9.5	)%
Segment profit (loss):
U.S. Networks	$	782,296		$	760,636		$	21,660			2.8	%
International Networks		54,290			47,158			7,132			15.1	%
Corporate and Other		(55,077	)		(54,765	)		(312	)		(0.6	)%
Total segment profit	$	781,509		$	753,029		$	28,480			3.8	%

U.S. Networks

U.S. Networks includes our six national television networks: HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel and Great American Country. Additionally, U.S. Networks includes websites associated with the aforementioned television brands and other internet and digital businesses serving home, food, travel and other lifestyle-related categories. U.S. Networks also includes our digital content studio, Scripps Lifestyle Studios. We own 100.0 percent of each of our networks, with the exception of Food Network and Cooking Channel, of which we own 68.7 percent.

U.S. Networks’ Results of Operations

Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016

	Three months ended June 30,
(in thousands)	2017			2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Operating revenues:
Advertising	$	552,652		$	540,979		$	11,673			2.2	%
Distribution		211,902			196,073			15,829			8.1	%
Other		14,489			15,269			(780	)		(5.1	)%
Operating revenues		779,043			752,321			26,722			3.6	%
Cost of services, excluding depreciation and amortization		222,790			211,040			(11,750	)		(5.6	)%
Selling, general and administrative		157,531			140,142			(17,389	)		(12.4	)%
Segment profit		398,722			401,139			(2,417	)		(0.6	)%
Depreciation		9,961			12,716			2,755			21.7	%
Amortization		9,994			10,022			28			0.3	%
Operating income		378,767			378,401			366			0.1	%
Interest expense, net		(144	)		(69	)		(75	)		(108.7	)%
Equity in earnings of affiliates		7,846			9,014			(1,168	)		(13.0	)%
Loss on sale of investments		—			(16,373	)		16,373			100.0	%
Miscellaneous, net		3,481			18,952			(15,471	)		(81.6	)%
Income from operations before income taxes	$	389,950		$	389,925		$	25			0.0	%

Supplemental information:
Program amortization	$	198,135		$	185,780		$	(12,355	)		(6.7	)%
Program payments	$	202,443		$	193,503		$	(8,940	)		(4.6	)%
Capital expenditures	$	13,212		$	8,567		$	(4,645	)		(54.2	)%

U.S. Networks generated operating revenues of $779.0 million, an increase of $26.7 million, or 3.6 percent, for the three months ended June 30, 2017 compared with the same period in 2016, with growth in both advertising sales and distribution fees.

U.S. Networks operating revenues included a $11.7 million, or 2.2 percent, increase in advertising sales for the three months ended June 30, 2017 compared with the respective period in 2016, primarily driven by strong pricing, partially offset by impressions delivered. U.S. Networks’ advertising sales represented 70.9 percent and 71.9 percent of U.S. Networks’ total operating revenues during the three months ended June 30, 2017 and June 30, 2016, respectively.

Advertising sales growth was supplemented by a $15.8 million, or 8.1 percent, increase in distribution fees for the three months ended June 30, 2017 compared with the respective period in 2016, primarily driven by negotiated contractual rate increases, and, to a lesser extent, revenues generated from over-the-top and non-linear distribution platforms, partially offset by a decrease in the number of subscribers receiving our networks. U.S. Networks’ distribution fees represented 27.2 percent and 26.1 percent of U.S. Networks’ total operating revenues during the three months ended June 30, 2017 and June 30, 2016, respectively.

Cost of services increased $11.8 million, or 5.6 percent, for the three months ended June 30, 2017 compared with the respective period in 2016, primarily driven by investments in programming. Program amortization increased $12.4 million, or 6.7 percent for the three months ended June 30, 2017 compared with the same period in 2016 and represented 49.5 percent and 49.7 percent of U.S. Networks’ total operating expenses during the three months ended June 30, 2017 and June 30, 2016, respectively. Cost of services included $1.3 million of Reorganization costs incurred during the three months ended June 30, 2016.

Selling, general and administrative increased $17.4 million, or 12.4 percent, for the three months ended June 30, 2017 compared with the respective period in 2016, primarily driven by marketing and technology expenses. Selling, general and administrative included $2.4 million of Reorganization costs incurred during the three months ended June 30, 2016.

Loss on sale of investments increased $16.4 million for the three months ended June 30, 2017 compared with the same period in 2016 due to the sale of our interest in a cost method investment in the second quarter of 2016.

U.S. Networks’ Results of Operations

Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016

	Six months ended June 30,
(in thousands)	2017			2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Segment operating revenues:
Advertising	$	1,064,707		$	1,028,264		$	36,443			3.5	%
Distribution		423,042			398,169			24,873			6.2	%
Other		28,183			28,083			100			0.4	%
Segment operating revenues		1,515,932			1,454,516			61,416			4.2	%
Cost of services, excluding depreciation and amortization		428,112			414,399			(13,713	)		(3.3	)%
Selling, general and administrative		305,524			279,481			(26,043	)		(9.3	)%
Segment profit		782,296			760,636			21,660			2.8	%
Depreciation		21,460			26,911			5,451			20.3	%
Amortization		19,912			20,043			131			0.7	%
Segment operating income		740,924			713,682			27,242			3.8	%
Interest expense, net		(264	)		(86	)		(178	)		(207.0	)%
Equity in earnings of affiliates		13,089			16,746			(3,657	)		(21.8	)%
Gain on sale of investments		—			191,824			(191,824	)		(100.0	)%
Miscellaneous, net		5,964			22,440			(16,476	)		(73.4	)%
Income from operations before income taxes	$	759,713		$	944,606		$	(184,893	)		(19.6	)%

Supplemental segment information:
Program amortization	$	377,502		$	364,856		$	(12,646	)		(3.5	)%
Program payments	$	397,363		$	390,258		$	(7,105	)		(1.8	)%
Capital expenditures	$	25,468		$	17,238		$	(8,230	)		(47.7	)%

U.S. Networks generated operating revenues of $1,515.9 million, an increase of $61.4 million, or 4.2 percent, for the six months ended June 30, 2017 compared with the same period in 2016, with growth in both advertising sales and distribution fees.

U.S. Networks operating revenues included a $36.4 million, or 3.5 percent, increase in advertising sales for the six months ended June 30, 2017 compared with the respective period in 2016, primarily driven by strong pricing, partially offset by impressions delivered. U.S. Networks’ advertising sales represented 70.2 percent and 70.7 percent of U.S. Networks’ total operating revenues during the six months ended June 30, 2017 and June 30, 2016, respectively.

Advertising sales growth was supplemented by a $24.9 million, or 6.2 percent, increase in distribution fees for the six months ended June 30, 2017 compared with the respective period in 2016, primarily driven by negotiated contractual rate increases, and, to a lesser extent, revenues generated from over-the-top and non-linear distribution platforms, partially offset by a decrease in the number of subscribers receiving our networks. U.S. Networks’ distribution fees represented 27.9 percent and 27.4 percent of U.S. Networks’ total operating revenues during the six months ended June 30, 2017 and June 30, 2016, respectively.

Cost of services increased $13.7 million, or 3.3 percent, for the six months ended June 30, 2017 compared with the respective period in 2016, primarily driven by investments in programming. Program amortization increased $12.6 million, or 3.5 percent for the six months ended June 30, 2017 compared with the same period in 2016 and represented 48.7 percent and 49.2 percent of U.S. Networks’ total operating expenses during the six months ended June 30, 2017 and June 30, 2016, respectively. Cost of services included $3.0 million of Reorganization costs incurred during the six months ended June 30, 2016.

Selling, general and administrative increased $26.0 million, or 9.3 percent, for the six months ended June 30, 2017 compared with the respective period in 2016, primarily driven by marketing and technology expenses. Selling, general and administrative included $4.5 million of Reorganization costs incurred during the six months ended June 30, 2016.

Gain on sale of investments decreased $191.8 million for the six months ended June 30, 2017 compared with the same period in 2016 primarily due to the sale of our 7.3 percent equity interest in Fox Sports South in the first quarter of 2016 and the sale of a cost method investment in the second quarter of 2016.

U.S. Networks’ Supplemental Information

Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016

	Three months ended June 30,
(in thousands)	2017			2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Operating revenues by network:
HGTV	$	302,064		$	282,753		$	19,311			6.8	%
Food Network		245,510			240,902			4,608			1.9	%
Travel Channel		85,447			85,884			(437	)		(0.5	)%
DIY Network		43,883			46,996			(3,113	)		(6.6	)%
Cooking Channel		37,926			36,823			1,103			3.0	%
Great American Country		7,248			8,234			(986	)		(12.0	)%
Digital Businesses		46,680			40,916			5,764			14.1	%
Other		10,414			9,943			471			4.7	%
Intrasegment eliminations		(129	)		(130	)		1			0.8	%
Total segment operating revenues	$	779,043		$	752,321		$	26,722			3.6	%

U.S. Networks’ Supplemental Information

Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016

	Six months ended June 30,
(in thousands)	2017			2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Operating revenues by network:
HGTV	$	588,140		$	554,468		$	33,672			6.1	%
Food Network		488,873			470,200			18,673			4.0	%
Travel Channel		167,712			166,651			1,061			0.6	%
DIY Network		84,363			88,509			(4,146	)		(4.7	)%
Cooking Channel		74,516			69,792			4,724			6.8	%
Great American Country		14,431			15,520			(1,089	)		(7.0	)%
Digital		76,911			69,888			7,023			10.0	%
Other		21,615			20,103			1,512			7.5	%
Intrasegment eliminations		(629	)		(615	)		(14	)		(2.3	)%
Total segment operating revenues	$	1,515,932		$	1,454,516		$	61,416			4.2	%

International Networks

International Networks’ Results of Operations

Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016

	Three months ended June 30,
(in thousands)	2017		2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Operating revenues:
Advertising	$	110,382	$	105,669		$	4,713			4.5	%
Distribution		27,783		27,378			405			1.5	%
Other		15,097		13,997			1,100			7.9	%
Operating revenues		153,262		147,044			6,218			4.2	%
Cost of services, excluding depreciation and amortization		83,335		80,666			(2,669	)		(3.3	)%
Selling, general and administrative		31,147		29,009			(2,138	)		(7.4	)%
Segment profit		38,780		37,369			1,411			3.8	%
Depreciation		3,045		3,114			69			2.2	%
Amortization		15,064		15,632			568			3.6	%
Operating income		20,671		18,623			2,048			11.0	%
Interest income (expense), net		206		(7,076	)		7,282			102.9	%
Equity in earnings of affiliates		13,128		12,698			430			3.4	%
Gain on sale of investments		1,416		—			1,416		NM
Miscellaneous, net		7,896		23,823			(15,927	)		(66.9	)%
Income from operations before income taxes	$	43,317	$	48,068		$	(4,751	)		(9.9	)%

Supplemental information:
Program amortization	$	44,993	$	41,335		$	(3,658	)		(8.8	)%
Program payments	$	55,484	$	37,875		$	(17,609	)		(46.5	)%
Capital expenditures	$	7,100	$	4,385		$	(2,715	)		(61.9	)%

International Networks generated operating revenues of $153.3 million, an increase of $6.2 million, or 4.2 percent, for the three months ended June 30, 2017 compared with the same period in 2016, with growth in both advertising sales and other revenues.

International Networks’ operating revenues included a $4.7 million, or 4.5 percent, increase in advertising sales for the three months ended June 30, 2017 compared with the respective period in 2016. International Networks’ advertising sales represented 72.0 percent and 71.9 percent of International Networks’ total operating revenues during the three months ended June 30, 2017 and June 30, 2016, respectively.

International Networks’ distribution fees represented 18.1 percent and 18.6 percent of International Networks’ total operating revenues during the three months ended June 30, 2017 and June 30, 2016, respectively.

Advertising sales growth was supplemented by a $1.1 million, or 7.9 percent, increase in other revenues for the three months ended June 30, 2017 compared with the respective period in 2016, primarily driven by program licensing and production revenues.

Cost of services increased $2.7 million, or 3.3 percent, for the three months ended June 30, 2017 compared with the respective period in 2016. Program amortization increased $3.7 million, or 8.8 percent, for the three months ended June 30, 2017 compared with the respective period in 2016 and represented 33.9 percent and 32.2 percent of International Networks’ total operating expenses during the three months ended June 30, 2017 and June 30, 2016, respectively.

Selling, general and administrative increased $2.1 million, or 7.4 percent, for the three months ended June 30, 2017 compared with the respective period in 2016.

International Networks’ Results of Operations

Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016

	Six months ended June 30,
(in thousands)	2017		2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Segment operating revenues:
Advertising	$	195,042	$	190,239		$	4,803			2.5	%
Distribution		55,023		53,350			1,673			3.1	%
Other		28,722		24,793			3,929			15.8	%
Segment operating revenues		278,787		268,382			10,405			3.9	%
Cost of services, excluding depreciation and amortization		162,669		161,724			(945	)		(0.6	)%
Selling, general and administrative		61,828		59,500			(2,328	)		(3.9	)%
Segment profit		54,290		47,158			7,132			15.1	%
Depreciation		5,917		5,955			38			0.6	%
Amortization		29,343		36,673			7,330			20.0	%
Operating income		19,030		4,530			14,500			320.1	%
Interest income (expense), net		353		(13,943	)		14,296			102.5	%
Equity in earnings of affiliates		28,334		30,644			(2,310	)		(7.5	)%
Gain on sale of investments		1,416		—			1,416		NM
Miscellaneous, net		27,799		54,880			(27,081	)		(49.3	)%
Income from operations before income taxes	$	76,932	$	76,111		$	821			1.1	%

Supplemental segment information:
Program amortization	$	87,468	$	85,721		$	(1,747	)		(2.0	)%
Program payments	$	103,858	$	86,874		$	(16,984	)		(19.6	)%
Capital expenditures	$	14,447	$	7,059		$	(7,388	)		(104.7	)%

International Networks generated operating revenues of $278.8 million, an increase of $10.4 million, or 3.9 percent, for the six months ended June 30, 2017 compared with the same period in 2016, with growth in advertising sales, distribution fees and other revenues.

International Networks’ operating revenues included a $4.8 million, or 2.5 percent, increase in advertising sales for the six months ended June 30, 2017 compared with the respective period in 2016. International Networks’ advertising sales represented 70.0 percent and 70.9 percent of International Networks’ total operating revenues during the six months ended June 30, 2017 and June 30, 2016, respectively.

Advertising sales growth was supplemented by a $1.7 million, or 3.1 percent, increase in distribution fees for the six months ended June 30, 2017 compared with the respective period in 2016. International Networks’ distribution fees represented 19.7 percent and 19.9 percent of International Networks’ total operating revenues during the six months ended June 30, 2017 and June 30, 2016, respectively.

Advertising sales and distribution fees growth was further supplemented by a $3.9 million, or 15.8 percent, increase in other revenues for the six months ended June 30, 2017 compared with the respective period in 2016, primarily driven by program licensing and production revenues.

Cost of services increased $0.9 million, or 0.6 percent, for the six months ended June 30, 2017 compared with the respective period in 2016. Program amortization increased $1.7 million, or 2.0 percent, for the six months ended June 30, 2017 compared with the respective period in 2016 and represented 33.7 percent and 32.5 percent of International Networks’ total operating expenses during the six months ended June 30, 2017 and June 30, 2016, respectively.

Selling, general and administrative increased $2.3 million, or 3.9 percent, for the six months ended June 30, 2017 compared with the respective period in 2016.

Corporate and Other

The Corporate and Other loss included $0.7 million of TVN transaction and integration expenses and $0.2 million of Reorganization costs incurred during the three months ended June 30, 2016.

The Corporate and Other loss included $3.7 million of Reorganization costs and $2.1 million of TVN transaction and integration expenses incurred during the six months ended June 30, 2016

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our primary sources of liquidity are cash and cash equivalents on hand, cash flows from operations, available borrowing capacity under our Amended Revolving Credit Facility and access to capital markets. Advertising revenues provided between 70.8 percent and 71.3 percent of consolidated total operating revenues for the year-to-date periods of 2017 and 2016, respectively, so cash flow from operating activities can be adversely affected during recessionary periods. Our cash and cash equivalents totaled $131.6 million at June 30, 2017 and $122.9 million at December 31, 2016. Our Amended Revolving Credit Facility permits $900.0 million in aggregate borrowings, with the option to increase up to $1,150.0 million, and expires in March 2020, with the exception of $32.5 million, which expires in March 2019. There were $500.0 million of outstanding borrowings under the Amended Revolving Credit Facility as of June 30, 2017.

We were in compliance with all financial covenants as of June 30, 2017.

Our cash flow year-to-date has primarily been used to fund investments, develop new businesses, pay dividends on our common stock and repay debt. We expect cash flow from operating activities in 2017 to provide sufficient liquidity to fund our normal operations.

Cash Flows

A summary of cash sources and uses was as follows:

	Six months ended June 30,
(in thousands)	2017			2016			$ Change Fav / (Unfav)			% Change Fav / (Unfav)
Cash provided by operating activities	$	502,250		$	449,807		$	52,443			11.7	%
Cash (used in) provided by investing activities		(38,710	)		190,550			(229,260	)		(120.3	)%
Cash used in financing activities		(466,157	)		(671,299	)		205,142			30.6	%
Effect of exchange rate of cash and cash equivalents		11,237			(6,579	)		17,816			270.8	%
Increase (decrease) in cash and cash equivalents		8,620			(37,521	)		46,141			123.0	%
Cash and cash equivalents - beginning of period		122,937			223,444			(100,507	)		(45.0	)%
Cash and cash equivalents - end of period	$	131,557		$	185,923		$	(54,366	)		(29.2	)%

Cash and cash equivalents increased $8.6 million during the six months ended June 30, 2017 and decreased $37.5 million during the six months ended June 30, 2016. Components of these changes are discussed below in more detail.

Operating Activities

Cash provided by operating activities totaled $502.3 million for the six months ended June 30, 2017 and $449.8 million for the six months ended June 30, 2016.

Operating income totaled $703.6 million and $662.9 million for the six months ended June 30, 2017 and June 30, 2016, respectively, with the $40.7 million increase primarily driven by operating revenues.

Program payments exceeded program amortization by $47.3 million and $35.5 million for the six months ended June 30, 2017 and June 30, 2016, respectively, reducing cash provided by operating activities for these periods. Cash provided by operating activities is also impacted by income tax payments and refunds and interest payments. During the six months ended June 30, 2017, we made income tax payments of $161.2 million and interest payments of $48.7 million, and during the six months ended June 30, 2016, we made income tax payments of $202.6 million and interest payments of $52.1 million.

Investing Activities

Cash used in investing activities totaled $38.7 million for the six months ended June 30, 2017, and cash provided by investing activities totaled $190.6 million for the six months ended June 30, 2016. Capital expenditures totaled $44.2 million and $24.3 million for the six months ended June 30, 2017 and June 30, 2016, respectively. The increase in capital expenditures year-over-year was driven by investments in technology. During the six months ended June 30, 2017, we made cost investments in Fubo and Philo, both

of which are over-the-top distribution platforms. During the six months ended June 30, 2016, we sold our 7.3 percent equity interest in Fox Sports South and received cash proceeds of $225.0 million.

Financing Activities

Cash used in financing activities totaled $466.2 million for the six months ended June 30, 2017 and $671.3 million for the six months ended June 30, 2016.

During the six months ended June 30, 2017, we borrowed $410.0 million and made $385.0 million of repayments on our Amended Revolving Credit Facility and paid off the Term Loan with a $250.0 million payment. During the six months ended June 30, 2016, we did not incur borrowings under the Amended Revolving Credit Facility, but made $390.0 million of repayments.

We have paid quarterly dividends since our inception as a public company in July 2008. During the first quarter of 2017, the Board approved an increase in the quarterly dividend rate to $0.30 per share from $0.25 per share. Total dividend payments to holders of our Class A Common Shares and Common Voting Shares totaled $78.3 million and $64.7 million for the six months ended June 30, 2017 and June 30, 2016, respectively. We currently expect that quarterly cash dividends will continue to be paid in the future. However, future dividends are not guaranteed and are subject to our earnings, financial condition and capital requirements.

A non-controlling owner held a 35.0 percent residual interest in Travel Channel as of December 31, 2015. In February 2016, we acquired the residual interest for $99.0 million.

Pursuant to the terms of the Food Network Partnership agreement, the Partnership is required to distribute available cash to the general partners. Cash distributions to Food Network’s non-controlling interest partner were $149.7 million and $125.6 million for the six months ended June 30, 2017 and June 30, 2016, respectively. We expect cash distributions to non-controlling interest owners to approximate $185.0 million in total for 2017.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk related to interest rates and foreign currency exchange rates. We use, or expect to use, derivative financial instruments to reduce exposure to risks from fluctuations in interest rates and foreign currency exchange rates and to limit the impact of our earnings and cash flows. In accordance with our policy, we do not use derivative instruments unless there is an underlying exposure, and we do not hold or enter into financial instruments for speculative trading purposes.

We are subject to interest rate risk associated with our Amended Revolving Credit Facility as borrowings bear interest at LIBOR plus a spread that is determined by our Company’s debt rating. Accordingly, the interest we pay on these borrowings is dependent on interest rate conditions and the timing of our financing needs. Aggregate principal amounts of outstanding debt at June 30, 2017 included $1,488.0 million of Senior Notes issued in June 2015, which includes the 2020 Notes, the 2022 Notes and the 2025 Notes, and $991.8 million of Senior Notes issued in November 2014, which includes the 2019 Notes and the 2024 Notes. A 100 basis point increase or decrease in the blended level of interest rates, respectively, would decrease or increase the total aggregate fair value of all outstanding Senior Notes by approximately $113.5 million and $111.8 million, respectively.

The following table presents additional information about market-risk-sensitive financial instruments:

		June 30, 2017				December 31, 2016
(in thousands)	Maturity	Net Carrying Amount		Fair Value		Net Carrying Amount		Fair Value
Financial instruments subject to interest rate risk:
Amended Revolving Credit Facility	2019-2020	$	500,000	$	500,000	$	475,000	$	475,000
Term Loan	2017		-		-		249,932		249,932
2.75% Senior Notes	2019		497,407		505,830		496,855		506,575
2.80% Senior Notes	2020		595,923		607,008		595,224		602,946
3.50% Senior Notes	2022		396,429		412,216		396,065		404,784
3.90% Senior Notes	2024		494,359		518,515		493,977		507,470
3.95% Senior Notes	2025		495,611		514,140		495,333		508,155
Total debt		$	2,979,729	$	3,057,709	$	3,202,386	$	3,254,862

We are also subject to interest rate risk associated with the notes receivable acquired in the UKTV investment (see Note 6 – Investments). The UKTV Loan, totaling $98.6 million at June 30, 2017 and $93.9 million at December 31, 2016, accrues interest at variable rates related to either the spread over LIBOR or other identified market indices. Because interest on the note receivable is variable, the carrying amount of such note receivable is believed to approximate fair value.

We conduct business in various countries outside the United States, resulting in exposure to movements in foreign currency exchange rates when translating from the local currency to the functional currency (see Note 12 - Derivative Financial Instruments).

CONTROLS AND PROCEDURES

The Company’s management is responsible for establishing and maintaining adequate internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The company’s internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error, collusion and the improper overriding of controls by management. Accordingly, even effective internal control can only provide reasonable but not absolute assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) was evaluated as of June 30, 2017. This evaluation was carried out under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective as of June 30, 2017.

PART II

ITEM 1.

LEGAL PROCEEDINGS

We are involved in litigation arising in the ordinary course of business, none of which is expected to result in material loss.

ITEM 1A.

RISK FACTORS

A wide range of risks may affect our business and financial results, now and in the future; however, we consider the risks described in our 2016 Form 10-K to be the most significant.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of unregistered equity securities during the quarter for which this report is filed.

We have share Repurchase Programs authorized by the Board that permit us to acquire the Company’s Class A Common Shares.

As of June 30, 2017, $1,512.5 million in authorization remains available for repurchase under the Repurchase Programs. There is no expiration date for the Repurchase Programs, and we are under no commitment or obligation to repurchase any particular amount of Class A Common Shares under the Repurchase Programs. We did not purchase any equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended June 30, 2017.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the quarter for which this report is filed.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

The information required by this item is filed as part of this Form 10-Q. See Index of Exhibits to this Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SCRIPPS NETWORKS INTERACTIVE, INC.

Dated: August 4, 2017	BY:	/s/ Lori A. Hickok
	Lori A. Hickok
	Executive Vice President, Chief Financial Officer and Chief Development Officer
	(Principal Financial and Accounting Officer)

INDEX OF EXHIBITS

Number and Description of Exhibit

10.44		Amendment No. 1 to the Amended and Restated Scripps Family Agreement among The E. W. Scripps Company, Scripps Networks Interactive, Inc. and the Family Shareholders †

10.45		Employment Agreement between Scripps Networks Interactive, Inc. and Cynthia L. Gibson*†

31(a)		Section 302 Certifications

31(b)		Section 302 Certifications

32(a)		Section 906 Certifications **

32(b)		Section 906 Certifications **

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Indicates management contract or compensatory plan, contract or arrangement.

**	This exhibit is furnished herewith but will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

†	Incorporated by reference to the Scripps Networks Interactive, Inc. Quarterly Report on Form 10-Q, filed May 5, 2017

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Scripps Networks Interactive (SNI) 10-Q2017 Q2 Quarterly report

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