Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document And Entity Information [Line Items] | ||
Entity Registrant Name | Scripps Networks Interactive, Inc. | |
Entity Central Index Key | 1,430,602 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,017 | |
Trading Symbol | SNI | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Common Class A [Member] | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 95,962,256 | |
Voting Common Stock [Member] | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 33,850,481 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
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 |
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 |
Scripps Networks Interactive ("SNI") shareholders’ equity: | ||
Preferred stock, $0.01 par - authorized: 25,000,000 shares; none outstanding | ||
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 |
Common Class A [Member] | ||
Scripps Networks Interactive ("SNI") shareholders’ equity: | ||
Common stock | 959 | 954 |
Voting Common Stock [Member] | ||
Scripps Networks Interactive ("SNI") shareholders’ equity: | ||
Common stock | $ 339 | $ 339 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Allowance for doubtful accounts receivable, current | $ 14,203 | $ 26,118 |
Accumulated depreciation of property and equipment | $ 356,939 | $ 354,435 |
Scripps Networks Interactive ("SNI") shareholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Class A [Member] | ||
Scripps Networks Interactive ("SNI") shareholders’ equity: | ||
Common stock, authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, issued (in shares) | 95,936,980 | 95,491,477 |
Common stock, outstanding (in shares) | 95,936,980 | 95,491,477 |
Voting Common Stock [Member] | ||
Scripps Networks Interactive ("SNI") shareholders’ equity: | ||
Common stock, authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, issued (in shares) | 33,850,481 | 33,850,481 |
Common stock, outstanding (in shares) | 33,850,481 | 33,850,481 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ( UNAUDITED ) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 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 |
Basic net income per share: | ||||
Basic (in dollars per share) | $ 1.80 | $ 1.42 | $ 3.34 | $ 3.67 |
Diluted net income per share: | ||||
Diluted (in dollars per share) | $ 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 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
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 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, tax | $ (8) | $ 2,306 | $ (3) | $ (810) |
Pension liability adjustment, tax | $ 23 | $ (380) | $ (476) | $ (760) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 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 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ( UNAUDITED ) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Non-controlling Interest [Member] | Redeemable Non-controlling Interests [Member] |
Total Equity Balance at Dec. 31, 2015 | $ 1,837,176 | $ 1,287 | $ 1,347,491 | $ 305,386 | $ (130,233) | $ 313,245 | $ 99,000 |
Comprehensive income | 491,237 | 475,505 | (80,101) | 95,833 | 2,162 | ||
Redeemable non-controlling interest fair value adjustments | 2,162 | 2,162 | (2,162) | ||||
Purchase of non-controlling interest | $ (99,000) | ||||||
Dividends paid to non-controlling interests | (125,604) | (125,604) | |||||
Dividends: declared and paid | (64,695) | (64,695) | |||||
Share-based compensation | 24,679 | 24,679 | |||||
Exercise of employee share options | 6,246 | 1 | 6,245 | ||||
Other share-based compensation, net | (2,766) | 2 | (2,768) | ||||
Impact of ASC 718 implementation | 66 | (66) | |||||
Tax impact of compensation plans | (407) | (407) | |||||
Total Equity Balance at Jun. 30, 2016 | 2,168,028 | 1,290 | 1,375,306 | 718,292 | (210,334) | 283,474 | |
Total Equity Balance at Dec. 31, 2016 | 2,228,428 | 1,293 | 1,390,411 | 871,766 | (363,701) | 328,659 | |
Comprehensive income | 755,863 | 433,975 | 220,348 | 101,540 | |||
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 | (78,267) | (78,267) | |||||
Share-based compensation | 27,598 | 27,598 | |||||
Exercise of employee share options | 12,592 | 3 | 12,589 | ||||
Other share-based compensation, net | (4,985) | 2 | (4,987) | ||||
Total Equity Balance at Jun. 30, 2017 | $ 2,794,773 | $ 1,298 | $ 1,425,611 | $ 1,230,668 | $ (143,353) | $ 280,549 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ( UNAUDITED ) (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Other comprehensive income (loss), net of tax: | ||
Dividends: declared and paid (in dollars per share) | $ 0.60 | $ 0.50 |
Exercise of employee share options: shares issued (in shares) | 266,337 | 169,775 |
Other share-based compensation, net: shares issued (in shares) | 260,202 | 230,094 |
Other share-based compensation, net: shares repurchased (in shares) | 81,036 | 67,610 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation As used in the notes to the condensed consolidated financial statements, the terms “SNI,” “Scripps,” “the Company,” “we,” “our,” “us” or similar terms may, depending on the context, refer to Scripps Networks Interactive, Inc., to one or more of its consolidated subsidiary companies or to all of them taken as a whole. Description of Business 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. 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 Networks Lifestyle Studio. 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. 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. |
Accounting Standards Updates
Accounting Standards Updates | 6 Months Ended |
Jun. 30, 2017 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Accounting Standards Updates | 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, 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, In January 2017, the FASB issued new accounting guidance related to intangibles, Simplifying the Test for Goodwill Impairment, In January 2017, the FASB issued new accounting guidance related to business combinations, Clarifying the Definition of a Business, Issued and Not Yet Adopted In March 2016, the FASB issued new accounting guidance related to revenue recognition, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers. Revenue from Contracts with Customers, In February 2016, the FASB issued new accounting guidance related to leases, Leases, |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 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. |
Employee Termination Program
Employee Termination Program | 6 Months Ended |
Jun. 30, 2017 | |
Extraordinary And Unusual Items [Abstract] | |
Employee Termination Program | 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) The liability for the Reorganization is included within accrued liabilities on our 2016 condensed consolidated balance sheets. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 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 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. |
Investments and Acquisitions
Investments and Acquisitions | 6 Months Ended |
Jun. 30, 2017 | |
Schedule Of Investments [Abstract] | |
Investments and Acquisitions | 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. I n Fox-BRV Southern Sports Holdings (“Fox Sports South”) 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 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. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Liabilities Current Portion [Abstract] | |
Accrued Liabilities | 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 | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 9 . 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. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 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. |
Other Non-Current Liabilities
Other Non-Current Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Non-Current Liabilities | 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 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 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. |
Redeemable Non-controlling Inte
Redeemable Non-controlling Interests and Non-controlling Interest | 6 Months Ended |
Jun. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-controlling Interests and Non-controlling Interest | 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. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | 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”). T he 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. |
Comprehensive Income
Comprehensive Income | 6 Months Ended |
Jun. 30, 2017 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |
Comprehensive Income | 15. Comprehensive Income Changes in the accumulated other comprehensive income or loss (“AOCI”) balance by component consisted of the following: 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 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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. |
Description of Business and B27
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Unaudited Interim Financial Statements | 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 | 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. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Weighted Average Shares Outstanding | The following table presents information about basic and diluted weighted average shares outstanding: Three months ended 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 |
Employee Termination Programs (
Employee Termination Programs (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Reorganization [Member] | |
Schedule of Rollforward of the Liability Related to the Reorganization Charges by Segment | A rollforward of the liability related to the Reorganization charges by segment is as follows: 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) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of fair value on recurring measurements | 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 $ - $ - |
Investments and Acquisitions (T
Investments and Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Summary of investment | 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 |
Equity method investments | 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 [Member] | |
Summary of Estimated Amortization | 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+ [Member] | |
Summary of Estimated Amortization | 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill | 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. |
Intangible assets | 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 |
Summary of amortization expense associated with intangible assets | 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. |
Goodwill [Member] | |
Activity by business segment | 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 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Liabilities Current Portion [Abstract] | |
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 (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-term 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. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Expense components of pension plan and SERP | 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 |
Other Non-Current Liabilities (
Other Non-Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
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 |
Redeemable Non-controlling In37
Redeemable Non-controlling Interests and Non-controlling Interest (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Summary of activity for account balances whose fair value measurements are estimated utilizing level 3 inputs | The following table summarizes the activity for account balances whose fair value measurements are estimated utilizing Level 3 inputs: 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 $ - $ - |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Share-Based Compensation | 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 | 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 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Changes in the accumulated other comprehensive income or loss (“AOCI”) balance by component consisted of the following: Three months ended June 30, 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 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Information regarding business segments | 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 |
Operating revenues and long lived assets by geographical location | 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. |
Description of Business and B41
Description of Business and Basis of Presentation - Additional Information (Details) - Segment | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Number of reportable segments | 2 | |
Ownership interest (in hundredths) | 100.00% | |
UKTV [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Ownership interest (in hundredths) | 50.00% | 50.00% |
Food Network Partnership [Member] | ||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||
Ownership interest (in hundredths) | 68.70% |
Earnings per Share - Summary of
Earnings per Share - Summary of Basic and Diluted Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
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 |
Employee Termination Program -
Employee Termination Program - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||||
Selling, general and administrative | $ 212,397 | $ 191,133 | $ 419,767 | $ 389,954 |
Net income attributable to SNI | $ 234,075 | 184,608 | $ 433,975 | 475,505 |
Reorganization [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Costs for severance, retention, relocation and benefit cost | 3,900 | 11,200 | ||
Selling, general and administrative | 2,600 | 8,200 | ||
Cost of services | 1,300 | 3,000 | ||
Net income attributable to SNI | $ (2,400) | $ (6,900) |
Employee Termination Program 44
Employee Termination Program - Summary of Rollforward of the Liability Related to the Reorganization Charges by Segment (Details) - Reorganization [Member] - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | ||
Restructuring Cost And Reserve [Line Items] | |||
Liability, beginning balance | $ 3,540 | $ 3,266 | |
Net accruals | (103) | 11,207 | |
Payments | (3,437) | (11,154) | |
Non-cash | [1] | (1,553) | |
Liability, ending balance | 1,766 | ||
U.S. Networks [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Liability, beginning balance | 1,955 | 3,258 | |
Net accruals | (142) | 7,467 | |
Payments | (1,813) | (8,537) | |
Non-cash | [1] | (422) | |
Liability, ending balance | 1,766 | ||
Corporate and Other [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Liability, beginning balance | 1,585 | 8 | |
Net accruals | 39 | 3,740 | |
Payments | $ (1,624) | (2,617) | |
Non-cash | [1] | $ (1,131) | |
[1] | Primarily represents the reclassification of current period charges for share-based compensation. |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value on a Recurring Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash equivalents | $ 19,637 | $ 658 |
Total | 19,637 | 658 |
Level 1 [Member] | ||
Assets: | ||
Cash equivalents | 19,637 | 658 |
Total | $ 19,637 | $ 658 |
Investments and Acquisitions -
Investments and Acquisitions - Summary of Investment (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule Of Investments [Abstract] | ||
Equity method investments | $ 647,139 | $ 641,327 |
Cost method investments | 76,601 | 58,154 |
Total investments | $ 723,740 | $ 699,481 |
Investments and Acquisitions 47
Investments and Acquisitions - Equity Method Investments (Details) | Jun. 30, 2017 | Dec. 31, 2016 |
UKTV [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 50.00% | 50.00% |
HGTV Magazine [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 50.00% | 50.00% |
Food Network Magazine [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 50.00% | 50.00% |
Everytap [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 40.00% | 40.00% |
HGTV Canada [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 33.00% | 33.00% |
nC+ [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 32.00% | 32.00% |
Food Canada [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 29.00% | 29.00% |
Cooking Channel Canada [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 29.00% | 29.00% |
Onet [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in hundredths) | 25.00% |
Investments and Acquisitions 48
Investments and Acquisitions - Additional Information (Details) $ in Thousands, PLN in Millions | Apr. 26, 2017USD ($) | Apr. 26, 2017PLN | Jun. 30, 2017USD ($) | May 31, 2017USD ($) | Feb. 29, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Schedule Of Investments [Line Items] | ||||||||||
Other non-current assets | $ 152,029 | $ 152,029 | $ 152,029 | $ 146,151 | ||||||
Equity method investments | 647,139 | 647,139 | 647,139 | 641,327 | ||||||
Equity in earnings of affiliates | 20,974 | $ 21,712 | 41,423 | $ 47,390 | ||||||
Tax expense on sale of equity investments | 115,099 | 98,303 | 216,239 | 257,350 | ||||||
Business acquisition consideration | 99,000 | |||||||||
Goodwill | 1,756,514 | 1,756,514 | 1,756,514 | 1,642,169 | ||||||
Spoon Media, Inc. [Member] | ||||||||||
Schedule Of Investments [Line Items] | ||||||||||
Business acquisition consideration | $ 11,500 | |||||||||
Goodwill | 10,300 | |||||||||
UKTV [Member] | ||||||||||
Schedule Of Investments [Line Items] | ||||||||||
Other non-current assets | 98,600 | 98,600 | 98,600 | 93,900 | ||||||
Equity method investments | $ 311,300 | $ 311,300 | $ 311,300 | $ 305,100 | ||||||
Ownership interest (in hundredths) | 50.00% | 50.00% | 50.00% | 50.00% | ||||||
Equity in earnings of affiliates | $ 9,300 | 13,100 | $ 21,500 | 24,000 | ||||||
Amortization | $ 3,000 | 3,400 | $ 6,000 | 6,800 | ||||||
nC+ [Member] | ||||||||||
Schedule Of Investments [Line Items] | ||||||||||
Ownership interest (in hundredths) | 32.00% | 32.00% | 32.00% | 32.00% | ||||||
Equity in earnings of affiliates | $ 5,700 | $ 2,300 | $ 5,700 | 2,300 | ||||||
Philo [Member] | ||||||||||
Schedule Of Investments [Line Items] | ||||||||||
Investment in cost method | $ 7,000 | |||||||||
FuboTV, Inc. [Member] | ||||||||||
Schedule Of Investments [Line Items] | ||||||||||
Investment in cost method | $ 10,000 | |||||||||
Fox-BRV Southern Sports Holdings [Member] | ||||||||||
Schedule Of Investments [Line Items] | ||||||||||
Equity method investment ownership percentage sold | 7.30% | |||||||||
Divestiture, cash purchase price | $ 225,000 | |||||||||
Gain on sale of investments | 208,200 | |||||||||
Tax expense on sale of equity investments | $ 73,700 | |||||||||
Onet [Member] | ||||||||||
Schedule Of Investments [Line Items] | ||||||||||
Ownership interest (in hundredths) | 25.00% | |||||||||
Equity method investment ownership percentage sold | 25.00% | 25.00% | ||||||||
Divestiture, cash purchase price | $ 48,200 | PLN 185 | ||||||||
Gains from sell of put rights | $ 1,400 | $ 1,400 |
Investments and Acquisitions 49
Investments and Acquisitions - Summary of Estimated Amortization (Details) $ in Thousands | Jun. 30, 2017USD ($) | |
Finite Lived Intangible Assets [Line Items] | ||
Remainder of 2017 | $ 52,003 | [1] |
2,018 | 95,774 | [1] |
2,019 | 92,109 | [1] |
2,020 | 88,339 | [1] |
2,021 | 85,713 | [1] |
Thereafter | 708,385 | [1] |
UKTV [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Remainder of 2017 | 6,302 | [2] |
2,018 | 12,700 | [2] |
2,019 | 12,891 | [2] |
2,020 | 12,986 | [2] |
2,021 | 11,865 | [2] |
Thereafter | 82,875 | [2] |
nC+ [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Remainder of 2017 | 2,186 | [3] |
2,018 | 4,122 | [3] |
2,019 | 4,122 | [3] |
2,020 | 4,122 | [3] |
2,021 | 4,122 | [3] |
Thereafter | $ 23,644 | [3] |
[1] | The functional currency of certain foreign subsidiaries differs from the USD, so these amounts are subject to change as exchange rates fluctuate. | |
[2] | 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. | |
[3] | 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. |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill, Gross | $ 1,858,778 | $ 1,744,433 | |
Goodwill, Accumulated Impairments | [1] | (102,264) | (102,264) |
Goodwill, Net | $ 1,756,514 | $ 1,642,169 | |
[1] | All accumulated impairments to goodwill are within International Networks. |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Activity Related to Goodwill by Business Segment (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill [Line Items] | |
Beginning of period | $ 1,642,169 |
Additions - business acquisitions | 10,320 |
Foreign currency translation adjustment | 104,025 |
End of period | 1,756,514 |
U.S. Networks [Member] | |
Goodwill [Line Items] | |
Beginning of period | 510,484 |
Additions - business acquisitions | 10,320 |
End of period | 520,804 |
International Networks [Member] | |
Goodwill [Line Items] | |
Beginning of period | 1,131,685 |
Foreign currency translation adjustment | 104,025 |
End of period | $ 1,235,710 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Intangible assets: | ||
Intangible assets, Gross | $ 1,615,608 | $ 1,524,101 |
Accumulated Amortization | (493,285) | (431,419) |
Intangible assets, Net | 1,122,323 | 1,092,682 |
Acquired network distribution [Member] | ||
Intangible assets: | ||
Intangible assets, Gross | 739,868 | 717,834 |
Accumulated Amortization | (256,978) | (232,856) |
Intangible assets, Net | 482,890 | 484,978 |
Customer and advertiser lists [Member] | ||
Intangible assets: | ||
Intangible assets, Gross | 224,804 | 209,314 |
Accumulated Amortization | (104,938) | (93,232) |
Intangible assets, Net | 119,866 | 116,082 |
Copyrights and other trade names [Member] | ||
Intangible assets: | ||
Intangible assets, Gross | 400,816 | 362,236 |
Accumulated Amortization | (79,824) | (61,286) |
Intangible assets, Net | 320,992 | 300,950 |
Broadcast licenses [Member] | ||
Intangible assets: | ||
Intangible assets, Gross | 129,570 | 114,832 |
Accumulated Amortization | (11,986) | (7,861) |
Intangible assets, Net | 117,584 | 106,971 |
Acquired rights and other [Member] | ||
Intangible assets: | ||
Intangible assets, Gross | 120,550 | 119,885 |
Accumulated Amortization | (39,559) | (36,184) |
Intangible assets, Net | $ 80,991 | $ 83,701 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets - Summary of Amortization Expense Associated with Intangible Assets (Details) $ in Thousands | Jun. 30, 2017USD ($) | [1] |
Estimated future amortization expense [Abstract] | ||
Remainder of 2017 | $ 52,003 | |
2,018 | 95,774 | |
2,019 | 92,109 | |
2,020 | 88,339 | |
2,021 | 85,713 | |
Thereafter | $ 708,385 | |
[1] | The functional currency of certain foreign subsidiaries differs from the USD, so these amounts are subject to change as exchange rates fluctuate. |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accrued Liabilities Current [Abstract] | ||
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 - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2015 | ||
Debt Instrument [Line Items] | ||||
Gross | $ 2,993,633 | $ 3,217,931 | ||
Current portion of debt, gross | (250,000) | |||
Debt (less current portion), gross | 2,993,633 | 2,967,931 | ||
Unamortized Debt Issuance Costs | (13,904) | (15,545) | ||
Unamortized Debt Issuance Costs, Current portion of debt | 68 | |||
Unamortized Debt Issuance Costs, Debt (less current portion) | (13,904) | (15,477) | ||
Total debt, net | 2,979,729 | 3,202,386 | ||
Current portion of debt, net | (249,932) | |||
Debt (less current portion) | 2,979,729 | 2,952,454 | ||
Fair value of debt | [1] | 3,057,709 | 3,254,862 | |
Amended Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Gross | 500,000 | 475,000 | ||
Amended Revolving Credit Facility | $ 500,000 | $ 475,000 | ||
Amended Revolving Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Maturity Date | Mar. 31, 2019 | Mar. 31, 2019 | ||
Amended Revolving Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Maturity Date | Mar. 31, 2020 | Mar. 31, 2020 | ||
2.75 % Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Gross | $ 499,157 | $ 498,979 | ||
Unamortized Debt Issuance Costs | (1,750) | (2,124) | ||
Senior Notes | $ 497,407 | $ 496,855 | ||
Debt Instrument Maturity Date | May 15, 2019 | May 15, 2019 | ||
2.80 % Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Gross | $ 598,807 | $ 598,602 | ||
Unamortized Debt Issuance Costs | (2,884) | (3,378) | ||
Senior Notes | $ 595,923 | $ 595,224 | ||
Debt Instrument Maturity Date | Dec. 31, 2020 | Dec. 31, 2020 | ||
3.50 % Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Gross | $ 399,129 | $ 399,040 | ||
Unamortized Debt Issuance Costs | (2,700) | (2,975) | ||
Senior Notes | $ 396,429 | $ 396,065 | ||
Debt Instrument Maturity Date | Dec. 31, 2022 | Dec. 31, 2022 | ||
3.90 % Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Gross | $ 497,292 | $ 497,110 | ||
Unamortized Debt Issuance Costs | (2,933) | (3,133) | ||
Senior Notes | $ 494,359 | $ 493,977 | ||
Debt Instrument Maturity Date | Nov. 15, 2024 | Nov. 15, 2024 | ||
3.95 % Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Gross | $ 499,248 | $ 499,200 | ||
Unamortized Debt Issuance Costs | (3,637) | (3,867) | ||
Senior Notes | $ 495,611 | $ 495,333 | ||
Debt Instrument Maturity Date | Dec. 31, 2025 | Dec. 31, 2025 | ||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Gross | $ 250,000 | |||
Unamortized Debt Issuance Costs | (68) | |||
Term Loan | $ 249,932 | $ 250,000 | ||
Debt Instrument Maturity Date | Jun. 30, 2017 | Jun. 30, 2017 | ||
[1] | The fair value of the Senior Notes was estimated using Level 2 inputs comprised of quoted prices in active markets, market indices and interest rate measurements for debt with similar remaining maturity. |
Debt - Long-Term Debt (Parenthe
Debt - Long-Term Debt (Parenthetical) (Details) | Jun. 30, 2017 | Dec. 31, 2016 |
2.75 % Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument Stated interest rate | 2.75% | 2.75% |
2.80 % Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument Stated interest rate | 2.80% | 2.80% |
3.50 % Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument Stated interest rate | 3.50% | 3.50% |
3.90 % Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument Stated interest rate | 3.90% | 3.90% |
3.95 % Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument Stated interest rate | 3.95% | 3.95% |
Debt - Additional Information (
Debt - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2015USD ($) | May 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||||||
Debt issuance of costs | $ 13,900,000 | $ 13,900,000 | $ 15,500,000 | ||||
Amortization of debt issuance and debt discount costs | $ 1,300,000 | $ 1,900,000 | $ 2,500,000 | $ 3,600,000 | |||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loan | $ 249,932,000 | $ 250,000,000 | |||||
Debt Instrument Maturity Date | Jun. 30, 2017 | Jun. 30, 2017 | |||||
Weighted average interest rate | 2.09% | 1.53% | 1.98% | 1.52% | |||
Minimum [Member] | Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 62.5 | ||||||
Maximum [Member] | Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 137.5 | ||||||
Amended Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 1,150,000,000 | ||||||
Expiration date of revolving credit facility | Mar. 31, 2020 | ||||||
Line of credit facility, remaining borrowing capacity | 32,500,000 | ||||||
Line of Credit Facility, Current Borrowing Capacity | $ 900,000,000 | ||||||
Line of credit facility, interest rate description | LIBOR plus a range of 69 to 130 basis points and a facility fee ranging from 6 to 20 basis points, also subject to the Company’s credit ratings. | ||||||
Revolving credit facility | $ 500,000,000 | $ 500,000,000 | $ 475,000,000 | ||||
Outstanding borrowings interest rate | 2.15% | 1.53% | 2.01% | 1.53% | |||
Letters of credit outstanding, amount | $ 800,000 | $ 800,000 | 800,000 | ||||
Amended Revolving Credit Facility [Member] | Other Noncurrent Assets [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, debt issuance of costs | $ 900,000 | $ 900,000 | $ 1,100,000 | ||||
Amended Revolving Credit Facility [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 69 | ||||||
Basis spread on variable rate, commitment fee | 6 | ||||||
Debt Instrument Maturity Date | Mar. 31, 2019 | Mar. 31, 2019 | |||||
Amended Revolving Credit Facility [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 130 | ||||||
Basis spread on variable rate, commitment fee | 20 | ||||||
Debt Instrument Maturity Date | Mar. 31, 2020 | Mar. 31, 2020 |
Employee Benefit Plans - Expens
Employee Benefit Plans - Expense Components of Pension Plan and SERP (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Defined Benefit Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 827 | $ 776 | $ 1,654 | $ 1,552 |
Expected return on plan assets, net of expenses | (1,002) | (822) | (2,004) | (1,644) |
Amortization of net loss | 765 | 530 | 1,530 | 1,060 |
Total | 590 | 484 | 1,180 | 968 |
SERP [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 409 | 433 | 818 | 866 |
Amortization of net loss | 607 | 516 | 1,215 | 1,032 |
Total | $ 1,016 | $ 949 | $ 2,033 | $ 1,898 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash Surrender Value of Life Insurance | $ 36,800,000 | $ 34,400,000 | |||
Deferred compensation | 62,100,000 | 48,700,000 | |||
Deferred compensation, non current | 59,800,000 | $ 59,798,000 | 47,008,000 | ||
Deferred compensation, current | 2,300,000 | 1,700,000 | |||
Rabbi Trust [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Assets held in trust, current | 48,700,000 | 45,000,000 | |||
Mutual Funds [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Assets held in trust, current | 11,900,000 | $ 10,600,000 | |||
Defined Benefit Plans [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Company contributions | 500,000 | $ 0 | 500,000 | $ 10,000,000 | |
Expected contributing cash | 1,000,000 | ||||
SERP [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Company contributions | 100,000 | $ 100,000 | $ 400,000 | $ 1,800,000 | |
Expected benefit payments to SERP in remainder of 2017 | $ 6,100,000 |
Other Non-Current Liabilities -
Other Non-Current Liabilities - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | |||
Pension and post-employment benefits | $ 82,615 | $ 82,734 | |
Deferred compensation | 59,798 | $ 59,800 | 47,008 |
Uncertain tax positions | 159,365 | 151,821 | |
Other | 17,958 | 21,318 | |
Other non-current liabilities | $ 319,736 | $ 302,881 |
Derivative Financial Instrume61
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||||
Gross notional amount | $ 0 | $ 0 | $ 0 | ||
Recognized net gains (losses) from derivatives | (3,700,000) | $ 8,200,000 | (6,000,000) | $ 11,000,000 | |
Foreign currency transaction net gains (losses) before tax | $ 31,300,000 | $ (23,300,000) | $ 61,000,000 | $ (14,400,000) |
Redeemable Non-controlling In62
Redeemable Non-controlling Interests and Non-controlling Interest - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Dec. 31, 2016 | Feb. 29, 2016 | Jun. 30, 2017 | |
Noncontrolling Interest [Line Items] | |||
Ownership interest (in hundredths) | 100.00% | ||
Voting interest held by the company (in hundredths) | 80.00% | ||
Travel Channel [Member] | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest held by noncontrolling interest (in hundredths) | 35.00% | ||
Fair value of residual interest acquired | $ 99 | ||
Ownership interest (in hundredths) | 100.00% | ||
FNLA [Member] | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest held by noncontrolling interest (in hundredths) | 30.00% | ||
Purchase of non-controlling interest | $ 4.5 |
Redeemable Non-controlling In63
Redeemable Non-controlling Interests and Non-controlling Interest - Summary of Activity for Account Balances Whose Fair Value Measurements are Estimated Utilizing Level 3 Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Redeemable Noncontrolling Interests [Roll Forward] | ||||
Net income | $ (51,623) | $ (48,181) | $ (101,540) | $ (97,995) |
Fair value adjustments | 2,162 | |||
Redeemable Non-controlling Interests [Member] | ||||
Redeemable Noncontrolling Interests [Roll Forward] | ||||
Beginning period balance | 99,000 | |||
Net income | 2,162 | |||
Fair value adjustments | (2,162) | |||
Purchase of non-controlling interest | $ (99,000) |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2017USD ($)Directorshares | Jun. 30, 2016shares | |
Capital stock [Abstract] | ||
Number of directors entitled to be elected, minimum | Director | 3 | |
Percentage of directors entitled to be elected, maximum | 33.33% | |
Incentive Plans [Abstract] | ||
LTI Plan expiration date | Feb. 28, 2025 | |
Shares available for future stock compensation grants (in million shares) | 6,300,000 | |
Grants in period, stock options (in shares) | 600,000 | |
Grants in period, restricted share awards (in shares) | 400,000 | 400,000 |
Share Repurchase Program [Abstract] | ||
Repurchase of class A common shares (in shares) | 0 | 0 |
Authorized amount | $ | $ 1,512.5 | |
Common Class A [Member] | ||
Capital stock [Abstract] | ||
Shares reserved for issuance of stock | 8,000,000 |
Shareholders' Equity - Share-Ba
Shareholders' Equity - Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation | $ 7,486 | $ 6,970 | $ 27,598 | $ 24,679 |
Stock options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation | 324 | 1,540 | 604 | 6,335 |
RSUs and PBRSUs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation | $ 7,162 | $ 5,430 | $ 26,994 | $ 18,344 |
Shareholders' Equity - Unrecogn
Shareholders' Equity - Unrecognized Share Based Compensation Expense (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total unrecognized share-based compensation | $ 31,678 |
Stock options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total unrecognized share-based compensation | $ 1,002 |
Weighted-Average Period | 1 year 1 month 6 days |
RSUs and PBRSUs [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total unrecognized share-based compensation | $ 30,676 |
Weighted-Average Period | 2 years |
Comprehensive Income - Schedule
Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning period balance | $ (363,701) | |||
Other comprehensive (loss) income before reclassifications | $ 151,623 | $ (122,251) | 218,080 | $ (81,433) |
Amounts reclassified from AOCI | 1,395 | 666 | 2,268 | 1,332 |
Net current-period other comprehensive (loss) income | 153,018 | (121,585) | 220,348 | (80,101) |
Ending period balance | (143,353) | (143,353) | ||
Total Equity Balance | 2,228,428 | 1,837,176 | ||
Total Equity Balance | 2,794,773 | 2,168,028 | 2,794,773 | 2,168,028 |
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning period balance | (258,251) | (57,421) | (324,708) | (98,239) |
Other comprehensive (loss) income before reclassifications | 151,623 | (122,251) | 218,080 | (81,433) |
Net current-period other comprehensive (loss) income | 151,623 | (122,251) | 218,080 | (81,433) |
Ending period balance | (106,628) | (179,672) | (106,628) | (179,672) |
Pension Plan and SERP Liability Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning period balance | (38,120) | (31,328) | (38,993) | (31,994) |
Amounts reclassified from AOCI | 1,395 | 666 | 2,268 | 1,332 |
Net current-period other comprehensive (loss) income | 1,395 | 666 | 2,268 | 1,332 |
Ending period balance | (36,725) | (30,662) | (36,725) | (30,662) |
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total Equity Balance | (296,371) | (88,749) | (363,701) | (130,233) |
Total Equity Balance | $ (143,353) | $ (210,334) | $ (143,353) | $ (210,334) |
Comprehensive Income - Addition
Comprehensive Income - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | ||||
Amounts reclassified to net earnings relating to amortization of actuarial losses | $ 1.4 | $ 1 | $ 2.8 | $ 2 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Segment | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Segment Operating Revenues | |||||
Number of reportable segments | Segment | 2 | ||||
ASSETS | |||||
Ownership interest (in hundredths) | 100.00% | 100.00% | |||
Intersegment revenue | $ 925,046 | $ 892,771 | $ 1,780,166 | $ 1,709,649 | |
Total Assets | 6,516,569 | 6,516,569 | $ 6,200,294 | ||
Outside the U.S. [Member] | |||||
ASSETS | |||||
Total Assets | 3,224,100 | 3,224,100 | $ 2,955,800 | ||
Intersegment Revenue Eliminations [Member] | |||||
ASSETS | |||||
Intersegment revenue | $ (7,300) | $ (6,500) | $ (14,500) | $ (13,100) | |
UKTV [Member] | |||||
ASSETS | |||||
Ownership interest (in hundredths) | 50.00% | 50.00% | 50.00% | ||
Food Network Partnership [Member] | |||||
ASSETS | |||||
Ownership interest (in hundredths) | 68.70% | 68.70% |
Segment Information - Informati
Segment Information - Information Regarding Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 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 |
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 |
Segment profit (loss) | 412,798 | 414,639 | 781,509 | 753,029 |
Depreciation | 13,660 | 16,089 | 28,620 | 33,386 |
Amortization | 25,058 | 25,654 | 49,255 | 56,716 |
Operating income | 374,080 | 372,896 | 703,634 | 662,927 |
Interest (expense) income, 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 |
Additions to property and equipment: | 20,312 | 12,952 | 45,759 | 24,297 |
Income (loss) from operations before income taxes | 400,776 | 331,655 | 751,731 | 830,648 |
Operating Segments [Member] | U.S. Networks [Member] | ||||
Operating revenues: | ||||
Advertising | 552,652 | 540,979 | 1,064,707 | 1,028,264 |
Distribution | 211,902 | 196,073 | 423,042 | 398,169 |
Other | 14,489 | 15,269 | 28,183 | 28,083 |
Total operating revenues | 779,043 | 752,321 | 1,515,932 | 1,454,516 |
Cost of services, excluding depreciation and amortization | 222,790 | 211,040 | 428,112 | 414,399 |
Selling, general and administrative | 157,531 | 140,142 | 305,524 | 279,481 |
Segment profit (loss) | 398,722 | 401,139 | 782,296 | 760,636 |
Depreciation | 9,961 | 12,716 | 21,460 | 26,911 |
Amortization | 9,994 | 10,022 | 19,912 | 20,043 |
Operating income | 378,767 | 378,401 | 740,924 | 713,682 |
Interest (expense) income, net | (144) | (69) | (264) | (86) |
Equity in earnings of affiliates | 7,846 | 9,014 | 13,089 | 16,746 |
Gain (loss) on sale of investments | (16,373) | 191,824 | ||
Miscellaneous, net | 3,481 | 18,952 | 5,964 | 22,440 |
Income from operations before income taxes | 389,950 | 389,925 | 759,713 | 944,606 |
Additions to property and equipment: | 13,212 | 8,567 | 25,468 | 17,238 |
Income (loss) from operations before income taxes | 389,950 | 389,925 | 759,713 | 944,606 |
Operating Segments [Member] | International Networks [Member] | ||||
Operating revenues: | ||||
Advertising | 110,382 | 105,669 | 195,042 | 190,239 |
Distribution | 27,783 | 27,378 | 55,023 | 53,350 |
Other | 15,097 | 13,997 | 28,722 | 24,793 |
Total operating revenues | 153,262 | 147,044 | 278,787 | 268,382 |
Cost of services, excluding depreciation and amortization | 83,335 | 80,666 | 162,669 | 161,724 |
Selling, general and administrative | 31,147 | 29,009 | 61,828 | 59,500 |
Segment profit (loss) | 38,780 | 37,369 | 54,290 | 47,158 |
Depreciation | 3,045 | 3,114 | 5,917 | 5,955 |
Amortization | 15,064 | 15,632 | 29,343 | 36,673 |
Operating income | 20,671 | 18,623 | 19,030 | 4,530 |
Interest (expense) income, net | 206 | (7,076) | 353 | (13,943) |
Equity in earnings of affiliates | 13,128 | 12,698 | 28,334 | 30,644 |
Gain (loss) on sale of investments | 1,416 | 1,416 | ||
Miscellaneous, net | 7,896 | 23,823 | 27,799 | 54,880 |
Income from operations before income taxes | 43,317 | 48,068 | 76,932 | 76,111 |
Additions to property and equipment: | 7,100 | 4,385 | 14,447 | 7,059 |
Income (loss) from operations before income taxes | 43,317 | 48,068 | 76,932 | 76,111 |
Corporate and Other [Member] | ||||
Operating revenues: | ||||
Distribution | (5) | (5) | ||
Other | (7,259) | (6,589) | (14,553) | (13,244) |
Total operating revenues | (7,259) | (6,594) | (14,553) | (13,249) |
Cost of services, excluding depreciation and amortization | (6,274) | (4,707) | (11,891) | (9,457) |
Selling, general and administrative | 23,719 | 21,982 | 52,415 | 50,973 |
Segment profit (loss) | (24,704) | (23,869) | (55,077) | (54,765) |
Depreciation | 654 | 259 | 1,243 | 520 |
Operating income | (25,358) | (24,128) | (56,320) | (55,285) |
Interest (expense) income, net | (24,265) | (26,030) | (48,544) | (52,891) |
(Loss) gain on derivatives | (3,672) | 8,267 | (6,008) | 11,033 |
Miscellaneous, net | 20,804 | (64,447) | 25,958 | (92,926) |
Income from operations before income taxes | (32,491) | (106,338) | (84,914) | (190,069) |
Additions to property and equipment: | 5,844 | |||
Income (loss) from operations before income taxes | $ (32,491) | $ (106,338) | $ (84,914) | $ (190,069) |
Segment Information - Operating
Segment Information - Operating Revenues And Long Lived Assets By Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Operating revenues by geographic location: | |||||
Total operating revenues | $ 925,046 | $ 892,771 | $ 1,780,166 | $ 1,709,649 | |
Long-lived assets by geographic location: | |||||
Total long-lived assets | 4,570,405 | 4,570,405 | $ 4,366,904 | ||
ASSETS | |||||
Total assets | 6,516,569 | 6,516,569 | 6,200,294 | ||
Operating Segments [Member] | U.S. Networks [Member] | |||||
Operating revenues by geographic location: | |||||
Total operating revenues | 779,043 | 752,321 | 1,515,932 | 1,454,516 | |
ASSETS | |||||
Total assets | 2,904,340 | 2,904,340 | 2,800,137 | ||
Operating Segments [Member] | International Networks [Member] | |||||
Operating revenues by geographic location: | |||||
Total operating revenues | 153,262 | 147,044 | 278,787 | 268,382 | |
ASSETS | |||||
Total assets | 3,257,923 | 3,257,923 | 2,991,607 | ||
Corporate and Other [Member] | |||||
Operating revenues by geographic location: | |||||
Total operating revenues | (7,259) | (6,594) | (14,553) | (13,249) | |
ASSETS | |||||
Total assets | 354,306 | 354,306 | 408,550 | ||
United States | |||||
Operating revenues by geographic location: | |||||
Total operating revenues | 782,550 | 755,427 | 1,520,644 | 1,457,315 | |
Long-lived assets by geographic location: | |||||
Total long-lived assets | 1,821,665 | 1,821,665 | 1,809,919 | ||
Poland | |||||
Operating revenues by geographic location: | |||||
Total operating revenues | 123,938 | 120,095 | 223,222 | 217,853 | |
Long-lived assets by geographic location: | |||||
Total long-lived assets | 2,359,587 | 2,359,587 | 2,172,743 | ||
Other International | |||||
Operating revenues by geographic location: | |||||
Total operating revenues | 18,558 | $ 17,249 | 36,300 | $ 34,481 | |
Long-lived assets by geographic location: | |||||
Total long-lived assets | $ 389,153 | $ 389,153 | $ 384,242 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] $ / shares in Units, $ in Billions | Jul. 30, 2017USD ($)$ / sharesshares |
Skylight Merger Sub Inc. [Member] | |
Subsequent Event [Line Items] | |
Date of merger agreement | Jul. 30, 2017 |
Approximate total enterprise value of the company upon merger | $ | $ 14.6 |
Discovery Communications, Inc. [Member] | |
Subsequent Event [Line Items] | |
Merger agreement consideration transferred cash per shares | $ 63 |
Merger agreement transaction based on closing price date | Jul. 21, 2017 |
Discovery Communications, Inc. [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction average share price | $ 25.51 |
Discovery Communications, Inc. [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction average share price | 22.32 |
Discovery Communications, Inc. [Member] | Average Price Per Share Greater Than or Equal to 22.32 [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction average share price | 22.32 |
Discovery Communications, Inc. [Member] | Average Price Per Share Less Than or Equal to 28.70 [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction average share price | 28.70 |
Discovery Communications, Inc. [Member] | Series C Common Shares [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction share price | $ 27 |
Merger agreement computation of average price of per share description | 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”). |
Discovery Communications, Inc. [Member] | Series C Common Shares [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction number of shares receivable | shares | 1.2096 |
Discovery Communications, Inc. [Member] | Series C Common Shares [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction number of shares receivable | shares | 0.9408 |
Discovery Communications, Inc. [Member] | Series C Common Shares [Member] | Average Price Per Share Less Than 22.32 [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction number of shares receivable | shares | 1.2096 |
Discovery Communications, Inc. [Member] | Series C Common Shares [Member] | Average Price Per Share Less Than 22.32 [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction average share price | $ 22.32 |
Discovery Communications, Inc. [Member] | Series C Common Shares [Member] | Average Price Per Share Greater Than 28.70 [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction number of shares receivable | shares | 0.9408 |
Discovery Communications, Inc. [Member] | Series C Common Shares [Member] | Average Price Per Share Greater Than 28.70 [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction average share price | $ 28.70 |
Discovery Communications, Inc. [Member] | Series C Common Shares [Member] | Average Price Per Share Equal to 27.00 [Member] | |
Subsequent Event [Line Items] | |
Merger agreement transaction average share price | $ 27 |