UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2011

OR

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

For the transition period from              to             

Commission File Number 1-34004

SCRIPPS NETWORKS INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)

Ohio	61-1551890
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
312 Walnut Street Cincinnati, Ohio	45202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 824-3200

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 31, 2011 there were 125,129,507 of the Registrant’s Class A Common shares outstanding and 34,317,173 of the Registrant’s Common Voting shares outstanding.

INDEX TO SCRIPPS NETWORKS INTERACTIVE, INC.

REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2011

Item No.		Page
	PART I - FINANCIAL INFORMATION
1	Financial Statements		3
2	Management's Discussion and Analysis of Financial Condition and Results of Operations		3
3	Quantitative and Qualitative Disclosures About Market Risk		3
4	Controls and Procedures		3
	PART II - OTHER INFORMATION
1	Legal Proceedings		3
1A	Risk Factors		3
2	Unregistered Sales of Equity and Use of Proceeds		4
3	Defaults Upon Senior Securities		4
5	Other Information		4
6	Exhibits		4
	Signatures		5

2

PART I

As used in this Quarterly Report on Form 10-Q, the terms “we,” “our,” “us” or “SNI” 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.

ITEM 1. FINANCIAL STATEMENTS

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.

PART II

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A.  RISK FACTORS

A wide range of risks may affect our business and financial results, now and in the future; however, we consider the risks described in our Annual Report on Form 10-K for the year ended December 31, 2010 to be the most significant. Except for the removal of certain risk factors that would be specifically attributed to our sold Shopzilla business, there have been no material changes to the risk factors identified in our Annual Report on Form 10-K.

3

ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

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

The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended September 30, 2011:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans Or Programs
7/1/11 - 7/31/11		—				—	$	700,000,017
8/1/11 - 8/31/11		1,207,060	$	40.61		1,207,060		650,975,409
9/1/11 - 9/30/11		1,233,511		41.29		1,233,511		600,048,581
Total		2,440,571	$	40.95		2,440,571	$	600,048,581

Under a share repurchase program authorized by the Board of Directors in June 2011, we were authorized to repurchase $1 billion of Class A Common shares. There is no expiration date for the program and we are under no commitment or obligation to repurchase any particular amount of Class A Common shares under the program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The information required by this item is filed as part of this Form 10-Q. See Index to Exhibits at page E-1 of this Form 10-Q.

4

SIGNATURES

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

	SCRIPPS NETWORKS INTERACTIVE, INC.
Dated: November 9, 2011	BY:	/s/ Joseph G. NeCastro
		Joseph G. NeCastro Chief Administrative Officer and Chief Financial Officer (Principal Financial and Accounting Officer)

5

Index to Financial Information

Item	Page
Condensed Consolidated Balance Sheets		F-2
Condensed Consolidated Statements of Operations		F-3
Condensed Consolidated Statements of Cash Flows		F-4
Condensed Consolidated Statements of Accumulated Other Comprehensive Income (Loss) and Shareholders’ Equity		F-5
Notes to Condensed Consolidated Financial Statements		F-6
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements		F-16
Overview		F-16
Critical Accounting Policies and Estimates		F-17
Results of Operations		F-18
Discontinued Operations		F-18
Continuing Operations		F-19
Business Segment Results		F-20
Liquidity and Capital Resources		F-24
Quantitative and Qualitative Disclosures About Market Risk		F-25
Controls and Procedures		F-27

F-1

SCRIPPS NETWORKS INTERACTIVE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share data)	As of
	September 30, 2011			December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	315,302		$	549,897
Accounts and notes receivable (less allowances: 2011 - $4,139; 2010 - $4,788)		514,110			505,392
Programs and program licenses		318,538			271,204
Assets of discontinued operations					262,268
Other current assets		62,775			82,114
Total current assets		1,210,725			1,670,875
Investments		455,074			48,536
Property and equipment, net		216,791			214,131
Goodwill		510,484			510,484
Other intangible assets, net		566,675			598,080
Programs and program licenses (less current portion)		283,215			252,522
Unamortized network distribution incentives		56,837			82,339
Other non-current assets		147,545			11,465
Total Assets	$	3,447,346		$	3,388,432
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	8,603		$	9,672
Program rights payable		44,995			26,256
Customer deposits and unearned revenue		52,370			27,125
Employee compensation and benefits		43,707			47,902
Accrued marketing and advertising costs		7,025			7,277
Liabilities of discontinued operations					44,046
Other accrued liabilities		50,644			61,797
Total current liabilities		207,344			224,075
Deferred income taxes		78,179			81,960
Long-term debt		984,507			884,395
Other liabilities (less current portion)		122,930			117,708
Total liabilities		1,392,960			1,308,138
Redeemable noncontrolling interests		165,566			158,148
Equity:
SNI shareholders’ equity:
Preferred stock, $.01 par - authorized: 25,000,000 shares; none outstanding
Common stock, $.01 par:
Class A - authorized: 240,000,000 shares; issued and outstanding: 2011 - 125,046,435 shares; 2010 - 133,288,144 shares		1,251			1,332
Voting - authorized: 60,000,000 shares; issued and outstanding: 2011 - 34,317,173 shares; 2010 - 34,359,113 shares		343			344
Total		1,594			1,676
Additional paid-in capital		1,355,039			1,371,050
Retained earnings		320,667			414,972
Accumulated other comprehensive income (loss)		(13,105	)		(11,525	)
Total SNI shareholders’ equity		1,664,195			1,776,173
Noncontrolling interest		224,625			145,973
Total equity		1,888,820			1,922,146
Total Liabilities and Equity	$	3,447,346		$	3,388,432

See notes to condensed consolidated financial statements.

F-2

SCRIPPS NETWORKS INTERACTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Operating Revenues:
Advertising	$	344,278		$	317,092		$	1,041,003		$	937,125
Network affiliate fees, net		148,185			139,647			441,750			415,745
Other		11,281			10,146			35,806			24,532
Total operating revenues		503,744			466,885			1,518,559			1,377,402
Costs and Expenses:
Employee compensation and benefits		68,371			64,708			209,173			190,429
Program amortization		123,306			99,002			313,349			292,409
Marketing and advertising		30,199			22,633			88,161			84,354
Other costs and expenses		63,397			63,823			188,054			201,288
Total costs and expenses		285,273			250,166			798,737			768,480
Depreciation, Amortization, and Losses (Gains):
Depreciation		12,166			9,888			34,997			33,189
Amortization of intangible assets		10,570			11,873			31,474			36,415
Losses (gains) on disposal of property and equipment		(82	)		(31	)		(63	)		1,261
Total depreciation, amortization, and losses (gains)		22,654			21,730			66,408			70,865
Operating income		195,817			194,989			653,414			538,057
Interest expense		(9,157	)		(8,774	)		(26,348	)		(26,546	)
Equity in earnings of affiliates		7,035			6,940			29,717			21,482
Miscellaneous, net		(23,972	)		(898	)		(23,504	)		(654	)
Income from continuing operations before income taxes		169,723			192,257			633,279			532,339
Provision for income taxes		33,183			55,803			174,866			164,039
Income from continuing operations, net of tax		136,540			136,454			458,413			368,300
Income (loss) from discontinued operations, net of tax		(6,552	)		(317	)		(61,252	)		5,324
Net income		129,988			136,137			397,161			373,624
Less: net income attributable to noncontrolling interests		31,385			34,444			120,604			93,265
Net income attributable to SNI	$	98,603		$	101,693		$	276,557		$	280,359
Net income attributable to SNI common shareholders per share of common stock:
Basic income per share:
Income from continuing operations attributable to SNI common shareholders	$	0.65		$	0.61		$	2.03		$	1.65
Income (loss) from discontinued operations attributable to SNI common shareholders		(0.04	)		(0.00	)		(0.37	)		0.03
Net income attributable to SNI common shareholders	$	0.61		$	0.61		$	1.66		$	1.68
Diluted income per share:
Income from continuing operations attributable to SNI common shareholders	$	0.65		$	0.61		$	2.02		$	1.64
Income (loss) from discontinued operations attributable to SNI common shareholders		(0.04	)		(0.00	)		(0.37	)		0.03
Net income attributable to SNI common shareholders	$	0.61		$	0.61		$	1.65		$	1.67
Amounts attributable to SNI:
Income from continuing operations	$	105,155		$	102,010		$	337,809		$	275,035
Income (loss) from discontinued operations		(6,552	)		(317	)		(61,252	)		5,324
Net income attributable to SNI	$	98,603		$	101,693		$	276,557		$	280,359

See notes to condensed consolidated financial statements.

Net income per share amounts may not foot since each is calculated independently.

F-3

SCRIPPS NETWORKS INTERACTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)	Nine months ended September 30,
	2011			2010
Cash Flows from Operating Activities:
Net income	$	397,161		$	373,624
Loss (income) from discontinued operations		61,252			(5,324	)
Income from continuing operations, net of tax		458,413			368,300
Depreciation and amortization of intangible assets		66,471			69,604
Amortization of network distribution costs		31,634			24,579
Program amortization		313,349			292,409
Equity in earnings of affiliates		(29,717	)		(21,482	)
Program payments		(375,485	)		(288,782	)
Capitalized network distribution incentives		(6,752	)		(45,147	)
Dividends received from equity investments		28,299			22,660
Deferred income taxes		(1,357	)		(31,864	)
Stock and deferred compensation plans		19,347			15,126
Changes in certain working capital accounts:
Accounts receivable		(9,090	)		(43,457	)
Other assets		(1,643	)		(1,643	)
Accounts payable		(1,104	)		(17,546	)
Accrued employee compensation and benefits		(5,271	)		2,431
Accrued income taxes		25,221			(41,281	)
Other liabilities		12,077			(11,585	)
Other, net		7,800			19,377
Cash provided by (used in) continuing operating activities		532,192			311,699
Cash provided by (used in) discontinued operating activities		13,253			33,804
Cash provided by (used in) operating activities		545,445			345,503
Cash Flows from Investing Activities:
Additions to property and equipment		(37,355	)		(35,655	)
Purchase of long-term investments		(410,759	)
Purchase of note receivable due from UKTV		(134,077	)
Purchase of noncontrolling interests		(3,400	)		(14,400	)
Other, net		2,854			73
Cash provided by (used in) continuing investing activities		(582,737	)		(49,982	)
Cash provided by (used in) discontinued investing activities		141,786			(16,370	)
Cash provided by (used in) investing activities		(440,951	)		(66,352	)
Cash Flows from Financing Activities:
Increase in long-term debt		100,000
Dividends paid		(45,778	)		(37,481	)
Dividends paid to noncontrolling interest		(58,676	)		(96,656	)
Noncontrolling interest capital contribution		52,804
Repurchase of Class A common stock		(400,000	)
Proceeds from stock options		18,667			23,087
Other, net		(6,505	)		(6,062	)
Cash provided by (used in) financing activities		(339,488	)		(117,112	)
Effect of exchange rate changes on cash and cash equivalents		399			386
Increase (decrease) in cash and cash equivalents		(234,595	)		162,425
Cash and cash equivalents:
Beginning of year		549,897			254,370
End of period	$	315,302		$	416,795
Supplemental Cash Flow Disclosures:
Interest paid, excluding amounts capitalized	$	32,689		$	19,755
Income taxes paid		137,382			213,593

See notes to condensed consolidated financial statements.

F-4

SCRIPPS NETWORKS INTERACTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ACCUMULATED

OTHER COMPREHENSIVE INCOME (LOSS) AND SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share data)	SNI Shareholders												Noncontrolling Interest			Total Equity			Redeemable Noncontrolling Interests (Temporary Equity)
	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2009	$	1,658		$	1,271,209		$	113,853		$	(3,004	)	$	151,336		$	1,535,052		$	113,886
Net income (loss)								280,359						96,953			377,312			(3,688	)
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment, net of tax of ($255)											173			50			223			(22	)
Pension liability adjustment, net of tax of ($68)											(107	)					(107	)
Other comprehensive income (loss)																	116			(22	)
Total comprehensive income (loss)																	377,428			(3,710	)
Additions to noncontrolling interest																				957
Redemption of noncontrolling interest in FLN																				(14,400	)
Redeemable noncontrolling interests fair value adjustments								(33,938	)								(33,938	)		33,938
Dividend paid to noncontrolling interest														(96,656	)		(96,656	)
Dividends: declared and paid - $.225 per share								(37,481	)								(37,481	)
Convert 120,000 Voting Shares to Class A Common shares
Stock-based compensation expense					16,244												16,244
Exercise of employee stock options: 759,240 shares issued		8			23,079												23,087
Other stock-based compensation, net: 132,283 shares issued; 216,963 shares repurchased; 7,241 shares forfeited		(1	)		(8,118	)											(8,119	)
Tax benefits of compensation plans					4,132												4,132
Balance as of September 30, 2010	$	1,665		$	1,306,546		$	322,793		$	(2,938	)	$	151,683		$	1,779,749		$	130,671
Balance as of December 31, 2010	$	1,676		$	1,371,050		$	414,972		$	(11,525	)	$	145,973		$	1,922,146		$	158,148
Net income (loss)								276,557						109,945			386,502			10,659
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment, net of tax of $754											(1,664	)		(53	)		(1,717	)		159
Pension liability adjustment, net of tax of ($264)											84						84
Other comprehensive income (loss)																	(1,633	)		159
Total comprehensive income (loss)																	384,869			10,818
Contribution by noncontrolling interest to Food Network Partnership														52,804			52,804
Effect of capital contributions to Food Network Partnership					25,368									(25,368	)
Redemption of noncontrolling interest																				(3,400	)
Dividends paid to noncontrolling interest														(58,676	)		(58,676	)
Dividends: declared and paid - $.275 per share								(45,778	)								(45,778	)
Convert 41,940 Voting Shares to Class A Common Shares
Repurchase 8,870,598 Class A Common shares		(88	)		(74,828	)		(325,084	)								(400,000	)
Stock-based compensation expense					18,912												18,912
Exercise of employee stock options: 554,360 shares issued		6			18,661												18,667
Other stock-based compensation, net: 249,068 shares issued; 212,012 shares repurchased; 4,467 shares forfeited					(9,108	)											(9,108	)
Tax benefits of compensation plans					4,984												4,984
Balance as of September 30, 2011	$	1,594		$	1,355,039		$	320,667		$	(13,105	)	$	224,625		$	1,888,820		$	165,566

See notes to condensed consolidated financial statements.

F-5

SCRIPPS NETWORKS INTERACTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended. These financial statements and the related notes should be read in conjunction with the audited consolidated and combined financial statements and notes thereto included in our 2010 Annual Report on Form 10-K.

In the opinion of management, the accompanying condensed consolidated balance sheets and related interim condensed consolidated statements of operations, cash flows, accumulated other comprehensive income (loss) and shareholders’ equity include all adjustments, consisting only of normal recurring adjustments, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

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

2. Shareholders’ Equity and Earnings per Share

Basic earnings per share (“EPS”) is calculated by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding, including participating securities outstanding. Diluted EPS is similar to basic EPS, but adjusts for the effect of the potential issuance of common shares. We include all unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding in our basic and diluted EPS.

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

(in thousands)	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010
Weighted-average shares outstanding:
Basic		161,789		166,731		166,318		166,513
Share options		487		1,060		996		1,070
Diluted weighted-average shares outstanding		162,276		167,791		167,314		167,583
Anti-dilutive share awards		4,049		3,801		1,652		3,344

For 2011 and 2010, we had stock options that were anti-dilutive and accordingly were not included in the computation of diluted weighted-average shares outstanding.

F-6

3. Accounting Standards Updates and Recently Issued Accounting Standards Updates

Recently Issued Accounting Standards Updates

In May 2011, an update was made to the Fair Value Measurement Topic, ASC 820, which is the result of joint efforts by the Financial Accounting Standards Board and International Accounting Standards Board to develop a single, converged fair value framework on how to measure fair value and on what disclosures to provide about fair value measurements. While the update is largely consistent with existing fair value measurement principles in GAAP, it expands ASC 820’s existing disclosure requirements for fair value measurements and makes other amendments. Many of these amendments were made to eliminate unnecessary wording differences between GAAP and International Financial Reporting Standards. This update will become effective for us on January 1, 2012. We do not expect the adoption of this update will have a material impact on our financial statements.

In June 2011, an update was made to the Comprehensive Income Topic, ASC 220, which provides guidance for the manner in which entities present comprehensive income in their financial statements. The update removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The update does not change the items that must be reported in other comprehensive income nor does it require any additional disclosures. This update will become effective for us on January 1, 2012. We do not expect the adoption of this update will have a material impact on our financial statements.

In September 2011, an update was made to the Goodwill and Intangible Assets Topic, ASC 350, which amends the accounting guidance on goodwill impairment testing. The amendments in this update are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This update will become effective for us on January 1, 2012. We do not expect the adoption of this update will have a material impact on our financial statements.

4. Other Charges and Credits

UKTV - In August 2011, the Company announced that SNI would be acquiring a 50% equity interest in UKTV for £239 million and would also pay £100 million to acquire preferred stock and debt due to Virgin Media, Inc. from UKTV. To minimize the cash flow volatility resulting from British Pound to U.S. dollar currency exchange rate changes, we subsequently entered into foreign currency forward contracts that effectively set the U.S. dollar value for the transaction. We settled these foreign currency exchange forward contracts around the September 30, 2011 closing of the transaction and recognized losses from the contracts totaling $25.3 million. These losses reported within the “Miscellaneous” caption in our condensed consolidated statements of operations reduced net income attributed to SNI $15.7 million.

Income Tax Adjustments – Our tax provision in the third quarter of 2011 includes favorable adjustments attributed to reaching agreements with certain tax authorities for positions taken in prior period returns and adjustments to foreign income items, state apportionment factors and credits reflected in our filed tax returns. Net income attributable to SNI was increased $14.5 million.

Our third quarter 2010 income tax provision includes favorable adjustments attributed to changes in both estimated foreign tax credits and state apportionment factors reflected in our filed tax returns. Net income was increased by $4.3 million.

Food Network Partnership noncontrolling interest - During 2010 we completed the rebranding of the Fine Living Network (“FLN”) to the Cooking Channel and subsequently contributed the membership interest of the Cooking Channel to the Food Network Partnership (the “Partnership”) in August of 2010. In accordance with the terms of the Partnership agreement, the noncontrolling interest owner was required to make a pro-rata capital contribution to maintain its proportionate interest in the Partnership. At the close of our 2010 fiscal year, the noncontrolling owner had not made the required $52.8 million contribution and as a result its ownership interest in the Partnership was diluted from 31 percent to 25 percent. Accordingly, for the four months following the Cooking Channel contribution, profits were allocated to the noncontrolling owner at its reduced ownership percentage, reducing net income attributed to noncontrolling interest by $8.0 million in 2010.

In February 2011, the noncontrolling owner made the $52.8 million pro-rata contribution to the Partnership and its ownership interest was returned to the pre-dilution percentage as if this pro-rata contribution had been made as of the date of the Cooking

F-7

Channel contribution. The retroactive impact of restoring the noncontrolling owner’s interest in the Partnership increased net income attributable to noncontrolling interest $8.0 million in the first quarter of 2011. Year-to-date net income attributable to SNI was decreased $4.7 million.

Travel Channel and other costs – Operating results in the third quarter of 2010 include $3.5 million of transition costs following our acquisition of a controlling interest in the Travel Channel in December 2009. Net income attributable to SNI for the third quarter of 2010 was reduced $1.4 million.

For the year-to-date period of 2010, these Travel Channel transition costs were $27.6 million. Year-to-date operating results in 2010 also include $11.0 million of marketing and legal expenses incurred to support the company’s affiliate agreement renewal negotiations for Food Network and HGTV. These items reduced year-to-date net income attributable to SNI $16.9 million.

5. Discontinued Operations

During the second quarter of 2011, our Board of Directors approved the sale of our Shopzilla business and its related online comparison shopping brands. We received consideration totaling approximately $160 million upon finalizing the sale of the business on May 31, 2011. The Shopzilla business’ assets, liabilities and results of operations have been retrospectively presented as discontinued operations within our condensed consolidated financial statements for all periods. The results of the Shopzilla business have also been excluded from our segment results for all periods presented through the discontinued reporting of the Interactive Services’ segment.

Operating results of our discontinued operations were as follows:

(in thousands)	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Operating revenues	$	—		$	41,802		$	87,492		$	116,719
Income (loss) from discontinued operations, before tax:
Shopzilla:
Income (loss) from operations				$	(831	)	$	(2,468	)	$	(7,877	)
Loss from divestiture	$	(1,502	)					(54,827	)
Total Shopzilla		(1,502	)		(831	)		(57,295	)		(7,877	)
uSwitch											714
Income (loss) from discontinued operations, before tax		(1,502	)		(831	)		(57,295	)		(7,163	)
Income tax expense (benefit)		5,050			(514	)		3,957			(12,487	)
Income (loss) from discontinued operations, net of tax	$	(6,552	)	$	(317	)	$	(61,252	)	$	5,324

The loss on divestiture recorded reflects the sale of the Shopzilla business. No income tax benefit related to the capital losses attributed to the sale has been recognized. The loss on divestiture recognized in the third quarter of 2011 reflects the settlement of final working capital adjustments. If Shopzilla achieves certain performance targets in 2012, we will receive $5 million in contingent cash consideration.

The income tax benefit recorded during 2010 includes a reduction in the valuation allowance on the deferred tax asset resulting from the uSwitch sale in December of 2009. The reduction in the valuation allowance is attributed to the utilization of the uSwitch capital loss against capital gains that were generated in periods prior to the Company’s separation from The E. W. Scripps Company (“E. W. Scripps”). In accordance with the tax allocation agreement with E. W. Scripps, we were notified in the second quarter 2010 that these capital gains were available for use by SNI. The income tax benefit increased income from discontinued operations $9.3 million.

F-8

6. Investments

The approximate ownership interest in each of our equity method investments and their respective investment balances were as follows:

(in thousands)				As of
	Ownership Interest			September 30, 2011		December 31, 2010
UKTV (includes preferred stock of $31,188)		50.00	%	$	403,259
HGTV Canada		33.00	%		19,986	$	23,569
Food Canada		29.00	%		11,882		13,230
Fox-BRV Southern Sports Holdings		7.25	%		12,477		9,239
Oyster.com		24.01	%		7,145
Food Network Magazine JV		50.00	%		54		2,318
Other					271		180
Total investments				$	455,074	$	48,536

Following the close of business on September 30, 2011, we acquired a 50% interest in UKTV. UKTV is one of the United Kingdom’s leading multi-channel television programming companies. Consideration paid in the transaction consisted of approximately $403 million to purchase preferred stock and common equity interest in UKTV and approximately $134 million to acquire debt due to Virgin Media, Inc. from UKTV. The debt acquired, reported within “Other Non-Current Assets” in our condensed consolidated balance sheet, effectively acts as a revolving facility for UKTV. As a result of this financing arrangement and the level of equity investment at risk, we have determined that UKTV is a variable interest entity (“VIE”). However, we have also determined that we are not the primary beneficiary of the entity since we do not control the activities that are most significant to UKTV’s operating performance and the partners share equally in the profits of the entity. As a result, we account for the investment in UKTV under the equity method of accounting. We will begin to recognize our proportionate share of the results from UKTV’s operations beginning October 1, 2011.

In the second quarter of 2011, we acquired a 24% interest in Oyster.com for consideration totaling $7.7 million.

We regularly review our investments to determine if there have been any other-than-temporary declines in value. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate among other factors, the extent to which costs exceed fair value; the duration of the decline in fair value below cost; and the current cash position, earnings and cash forecasts and near term prospects of the investee. No impairments were recognized on any of our equity method investments in 2011 or 2010.

F-9

7. Fair Value Measurement

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

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

• Level 2 — Inputs, other than quoted market prices in active markets, that are observable either directly or indirectly.

• Level 3 — Unobservable inputs based on our own assumptions.

The following table sets forth our assets and liabilities that are measured at fair value on a recurring basis at September 30, 2011:

(in thousands)	Total		Level 1		Level 2	Level 3
Assets:
Cash equivalents	$	216,502	$	216,502	$	$
Temporary equity:
Redeemable noncontrolling interests	$	165,566	$		$	$	165,566

The following table sets forth our assets and liabilities that are measured at fair value on a recurring basis at December 31, 2010:

(in thousands)	Total		Level 1		Level 2	Level 3
Assets:
Cash equivalents	$	485,465	$	485,465	$	$
Temporary equity:
Redeemable noncontrolling interests	$	158,148	$		$	$	158,148

We determine the fair value of the redeemable noncontrolling interests by using market data, appraised values, discounted cash flow analyses or by applying comparable market multiples to the respective businesses’ current forecasted results (Refer to Note 11—Redeemable Noncontrolling Interests and Noncontrolling Interest for additional information).

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

(in thousands)	Redeemable Noncontrolling Interests
	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011			2010
Beginning period balance	$	163,087	$	117,027	$	158,148		$	113,886
Redemption of noncontrolling interests						(3,400	)		(14,400	)
Additions to noncontrolling interest									957
Net income (loss)		2,479		1,674		10,659			(3,688	)
Noncontrolling interest’s share of foreign currency translation				117		159			(22	)
Fair value adjustment				11,853					33,938
Balance as of September 30, 2011	$	165,566	$	130,671	$	165,566		$	130,671

The net income (loss) amounts reflected in the table above are reported within the “net income attributable to noncontrolling interests” line in our condensed consolidated statements of operations.

F-10

8. Goodwill and Other Intangible Assets

Goodwill and other intangible assets consisted of the following:

(in thousands)	As of
	September 30, 2011			December 31, 2010
Goodwill	$	510,484		$	510,484
Other intangible assets:
Amortizable intangible assets:
Carrying amount:
Acquired network distribution		514,945			514,944
Customer lists		87,107			87,117
Copyrights and other trade names		59,350			59,865
Other		8,008			8,008
Total carrying amount		669,410			669,934
Accumulated amortization:
Acquired network distribution		(63,406	)		(43,624	)
Customer lists		(26,003	)		(17,068	)
Copyrights and other trade names		(7,991	)		(6,171	)
Other		(5,335	)		(4,991	)
Total accumulated amortization		(102,735	)		(71,854	)
Total other intangible assets, net		566,675			598,080
Total goodwill and other intangible assets, net	$	1,077,159		$	1,108,564

The reported goodwill balances summarized above are attributed to our Lifestyle Media business segment.

Activity related to amortizable intangible assets by business segment was as follows:

(in thousands)	Lifestyle Media			Corporate			Total
Amortizable intangible assets:
Balance as of December 31, 2010	$	597,938		$	142		$	598,080
Additions		65						65
Foreign currency translation adjustment					4			4
Amortization		(31,414	)		(60	)		(31,474	)
Balance as of September 30, 2011	$	566,589		$	86		$	566,675

Estimated amortization expense of intangible assets for each of the next five years is as follows: $10.6 million for the remainder of 2011, $42.6 million in 2012, $42.5 million in 2013, $42.1 million in 2014, $34.0 million in 2015, $32.7 million in 2016 and $362.2 million in later years.

F-11

9. Long-Term Debt

Long-term debt consisted of the following:

(in thousands)	As of
	September 30, 2011		December 31, 2010
Senior notes	$	884,507	$	884,395
Revolving credit facility		100,000
Total long-term debt	$	984,507	$	884,395
Fair value of long-term debt*	$	1,029,586	$	906,547

* Fair value was estimated based on current rates available to the Company for debt of the same remaining maturity.

On December 15, 2009, a majority-owned subsidiary of SNI issued a total of $885 million of aggregate principal amount Senior Notes through a private placement. The Senior Notes mature on January 15, 2015 bearing interest at 3.55%. Interest is paid on the Senior Notes on January 15th and July 15th of each year. The Senior Notes are guaranteed by SNI. Cox TMI, Inc., a wholly-owned subsidiary of Cox Communications, Inc. and 35% owner in the Travel Channel has agreed to indemnify SNI for all payments made in respect of SNI’s guarantee.

We have a Competitive Advance and Revolving Credit Facility (the “Facility”) that permits $550 million in aggregate borrowings and expires in June 2014. The Facility bears interest based upon the Company’s credit ratings. The weighted-average interest rate on borrowings under the Facility was 1.09% at September 30, 2011.

The Facility and Senior Notes agreements include certain affirmative and negative covenants, including the incurrence of additional indebtedness and maintenance of a maximum leverage ratio. We were in compliance with all debt covenants as of September 30, 2011.

As of September 30, 2011, we had outstanding letters of credit totaling $1.1 million.

10. Other Liabilities

Other liabilities consisted of the following:

(in thousands)	As of
	September 30, 2011		December 31, 2010
Liability for pension and post employment benefits	$	46,058	$	52,583
Deferred compensation		18,145		16,193
Liability for uncertain tax positions		56,044		42,694
Other		2,683		6,238
Other liabilities (less current portion)	$	122,930	$	117,708

F-12

11. Redeemable Noncontrolling Interests and Noncontrolling Interest

Redeemable Noncontrolling Interests

As of December 31, 2009, a noncontrolling interest held an approximate 6% residual interest in our Fine Living Network (“FLN”). In January 2010, we reached agreement with the noncontrolling interest owner to acquire their 6% residual interest in FLN for cash consideration of $14.4 million.

A noncontrolling interest holds a 35% residual interest in the Travel Channel. The noncontrolling interest has the right to require us to repurchase their interest and we have an option to acquire their interest. The noncontrolling interest will receive the fair value for their interest at the time their option is exercised. The put option on the noncontrolling interest in the Travel Channel becomes exercisable in 2014. The call option becomes exercisable in 2015.

A noncontrolling interest held an 11% residual interest in our international venture with Chello Zone Media. During the second quarter 2011, the noncontrolling interest exercised their put option resulting in SNI acquiring their 11% residual interest for cash consideration of $3.4 million.

Our condensed consolidated balance sheets include a redeemable noncontrolling interests balance of $166 million at September 30, 2011 and $158 million at December 31, 2010.

Noncontrolling Interest

A noncontrolling interest holds a 31% residual interest in the Food Network partnership, which is comprised of the Food Network and the Cooking Channel. The partnership agreement specifies a dissolution date of December 31, 2012. If the term of the partnership is not extended prior to that date, the agreement permits the Company, as the holder of approximately 80% of the applicable votes, to reconstitute the partnership and continue its business. If the partnership is not extended or reconstituted, 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.

12. Stock Based Compensation and Share Repurchase Program

We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in our Annual Report on Form 10-K for the year ended December 31, 2010. The Plan provides for long-term performance compensation for key employees. A variety of discretionary awards for employees are authorized under the plan, including incentive or non-qualified stock options, stock appreciation rights, restricted or nonrestricted stock awards and performance awards.

For the year-to-date period of 2011, the Company granted 0.5 million stock options and 0.3 million restricted share awards, including performance share awards. The number of shares ultimately issued for the performance share awards depends upon the specified performance conditions attained. Share based compensation costs totaled $4.8 million for the third quarter of 2011 and $4.9 million for the third quarter of 2010. Year-to-date share based compensation costs totaled $17.4 million in 2011 and $15.5 million in 2010. Compensation costs of share options are estimated on the date of grant using a lattice-based binomial model. Assumptions utilized in the model are evaluated and revised, as necessary, to reflect market conditions and experience.

As of September 30, 2011, $6.8 million of total unrecognized stock-based compensation costs related to stock options is expected to be recognized over a weighted-average period of 1.3 years. In addition, $21.1 million of total unrecognized stock-based compensation cost related to restricted stock awards, including performance awards, is expected to be recognized over a weighted-average period of 1.9 years.

Share Repurchase Program

In June 2011, our Board of Directors authorized a share repurchase program allowing the Company to repurchase up to $1 billion of its outstanding Class A common shares. There is no expiration date for the program and we are under no commitment or obligation to repurchase any particular amount of Class A Common shares under the program. All shares repurchased under the program are constructively retired and returned to unissued shares. During the third quarter of 2011 we repurchased 2.4 million shares for approximately $100 million and we repurchased 8.9 million shares during the year-to-date period of 2011 for

F-13

approximately $400 million, including repurchasing 6.4 million shares from the Edward W. Scripps Trust at a total cost of $300 million.

13. Employee Benefit Plans

The Company offers various postretirement benefits to its employees.

The components of benefit plan expense consisted of the following:

(in thousands)	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Interest cost	$	957		$	773		$	2,728		$	2,311
Expected return on plan assets, net of expenses		(730	)		(643	)		(2,212	)		(1,863	)
Actuarial (gain)/loss		48						79
Total for defined benefit plans		275			130			595			448
Supplemental executive retirement plan (“SERP”)		648			416			1,624			1,304
Defined contribution plans		2,704			2,280			10,734			8,566
Total	$	3,627		$	2,826		$	12,953		$	10,318

We contributed $1.1 million to fund current benefit payments for our nonqualified supplemental executive retirement plan (“SERP”) during the year-to-date period 2011. We anticipate contributing $1.0 million to fund the SERP’s benefit payments during the remainder of fiscal 2011. We made contributions totaling $6.0 million to our SNI Pension Plan in the second quarter 2011.

14. Comprehensive Income (Loss)

Comprehensive income (loss) is as follows:

(in thousands)	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Comprehensive Income (Loss):
Net income	$	129,988		$	136,137	$	397,161		$	373,624
Other comprehensive income (loss):
Currency translation, net of income tax		(2,222	)		1,150		(1,558	)		201
Pension liability adjustments, net of income tax		(23	)		20		84			(107	)
Total comprehensive income		127,743			137,307		395,687			373,718
Comprehensive income attributable to noncontrolling interest		31,201			34,659		120,710			93,293
Comprehensive income attributable to SNI	$	96,542		$	102,648	$	274,977		$	280,425

F-14

15. Segment Information

The Company determines its business segments based upon our management and internal reporting structure. Our reportable segment, Lifestyle Media, is a strategic business that offers different products and services.

Lifestyle Media includes our national television networks, HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel and GAC. Lifestyle Media also includes websites that are associated with the aforementioned television brands and other Internet-based businesses serving food, home and travel related categories. The Food Network and Cooking Channel are included in the Food Network partnership of which we own approximately 69%. We also own 65% of Travel Channel. Each of our networks is distributed by cable and satellite distributors and telecommunication service providers. Lifestyle Media earns revenue primarily from the sale of advertising time and from affiliate fees paid by cable and satellite television systems.

Each of our segments may provide advertising, programming or other services to our other segments. In addition, certain corporate costs and expenses, including information technology, pensions and other employee benefits, and other shared services, are allocated to our business segments. The allocations are generally amounts agreed upon by management, which may differ from amounts that would be incurred if such services were purchased separately by the business segment. Corporate assets are primarily comprised of cash and cash equivalents, investments, and deferred income taxes.

Our chief operating decision maker evaluates the operating performance of our business segments and makes decisions about the allocation of resources to the business segments using a measure we call segment profit. Segment profit excludes interest, income taxes, depreciation and amortization, divested operating units, restructuring activities, investment results and certain other items that are included in net income determined in accordance with accounting principles generally accepted in the United States of America.

Information regarding our business segments is as follows:

(in thousands)	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Segment operating revenues:
Lifestyle Media	$	496,257		$	462,490		$	1,497,163		$	1,366,247
Corporate/intersegment eliminations		7,487			4,395			21,396			11,155
Total operating revenues	$	503,744		$	466,885		$	1,518,559		$	1,377,402
Segment profit (loss):
Lifestyle Media	$	235,741		$	232,482		$	769,205		$	655,684
Corporate		(17,270	)		(15,763	)		(49,383	)		(46,762	)
Total segment profit		218,471			216,719			719,822			608,922
Depreciation and amortization of intangible assets		(22,736	)		(21,761	)		(66,471	)		(69,604	)
Gains (losses) on disposal of property and equipment		82			31			63			(1,261	)
Interest expense		(9,157	)		(8,774	)		(26,348	)		(26,546	)
Equity in earnings of affiliates		7,035			6,940			29,717			21,482
Miscellaneous, net		(23,972	)		(898	)		(23,504	)		(654	)
Income from continuing operations before income taxes	$	169,723		$	192,257		$	633,279		$	532,339
(in thousands)							As of
							September 30, 2011			December 31, 2010
Assets:
Lifestyle Media							$	2,709,489		$	2,681,691
Corporate								737,857			444,473
Total assets of continuing operations								3,447,346			3,126,164
Discontinued operations											262,268
Total assets							$	3,447,346		$	3,388,432

No single customer provides more than 10% of our total operating revenues.

F-15

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

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

FORWARD-LOOKING STATEMENTS

This discussion and the information contained in the notes to the condensed consolidated financial statements contain certain forward-looking statements that are based on our current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from the expectations expressed in the forward-looking statements. Such risks, trends and uncertainties, which in most instances are beyond our control, include changes in advertising demand and other economic conditions; consumers’ tastes; program costs; labor relations; technological developments; competitive pressures; interest rates; regulatory rulings; and reliance on third-party vendors for various products and services. The words “believe,” “expect,” “anticipate,” “estimate,” “intend” and similar expressions identify forward-looking statements. All forward-looking statements, which are as of the date of this filing, should be evaluated with the understanding of their inherent uncertainty. We undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date the statement is made.

OVERVIEW

Scripps Networks Interactive is one of the leading developers of lifestyle-oriented content for television and the Internet with respected, high-profile television and interactive brands. Our businesses engage audiences and efficiently serve advertisers by delivering entertaining and useful content that focuses on specifically defined topics of interest.

We manage our operations through one reportable operating segment, Lifestyle Media. Lifestyle Media includes our national television networks, Home and Garden Television (“HGTV”), Food Network, Travel Channel, DIY Network (“DIY”), Cooking Channel and Great American Country (“GAC”). Fine Living Network (“FLN”) was rebranded to the Cooking Channel on May 31, 2010. Lifestyle Media also includes websites that are associated with the aforementioned television brands and other Internet-based businesses serving food, home and travel related categories. Our Lifestyle Media branded websites consistently rank at or near the top in their respective lifestyle categories on a unique visitor basis.

We also have established lifestyle media brands internationally. Food based channels are available in the United Kingdom, other European markets, the Middle East, Africa and Asia. During the second quarter of 2011, we acquired the 11 percent noncontrolling interest in the venture that operates these Food-based channels. Our international offerings also include Fine Living Network, a full-spectrum lifestyle television channel and interactive brand that is available across more than 60 countries.

At the end of the third quarter of 2011, we acquired a 50 percent interest in UKTV. UKTV is one of the United Kingdom’s leading multi-channel television programming companies. Consideration paid in the transaction consisted of approximately $403 million to purchase preferred stock and common equity interest in UKTV and approximately $134 million to acquire debt due to Virgin Media, Inc. from UKTV. We will begin to recognize our proportionate share of the results from UKTV’s operations beginning October 1, 2011.

During the second quarter of 2011, our Board of Directors approved the sale of our Shopzilla business and its related online comparison shopping brands. We received consideration totaling $160 million upon finalizing the sale of the business on May, 31, 2011. The Shopzilla businesses’ assets, liabilities and results of operations have been retrospectively presented as discontinued operations within our condensed consolidated financial statements

F-16

for all periods. The results of the Shopzilla business have also been excluded from our segment results for all periods presented through the discontinued reporting of the Interactive Services’ segment.

Our continuing businesses earn revenues principally from advertising sales, affiliate fees and ancillary sales, including the sale and licensing of consumer products. Programming expenses, employee costs, and sales and marketing expenses are the primary operating costs of our continuing businesses.

Operating revenues from our continuing operations in the third quarter of 2011 increased 7.9 percent to $504 million compared with the same period a year ago, while segment profit for the period was $218 million compared with $217 million a year earlier, a 0.8 percent increase. Operating revenues from our continuing operations for the year-to-date period of 2011 increased 10 percent

to $1.5 billion compared with $1.4 billion for the same period in 2010. Segment profit for the year-to-date period of 2011 was $720 million compared with $609 million for the same period in 2010, an 18 percent increase.

Segment profit for the year-to-date period 2010 was affected by $27.6 million of transition costs that were incurred following our acquisition of a controlling interest in the Travel Channel and $11.0 million of marketing and legal expenses incurred to support the company’s affiliate agreement renewal negotiations for Food Network and HGTV. For the third quarter of 2010, these Travel Channel transition costs had a $3.5 million effect on segment profit.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions which affect reported amounts and related disclosures, including the selection of appropriate accounting principles and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements.

Note 2 to the Consolidated and Combined Financial Statements included in our Annual Report on Form 10-K describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used could materially change the financial statements. We believe the accounting for Programs and Program Licenses, Revenue Recognition, Acquisitions, Goodwill, Finite-Lived Intangible Assets, and Income Taxes to be our most critical accounting policies and estimates. A detailed description of these accounting policies is included in the Critical Accounting Policies and Estimates section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2010. There have been no significant changes in those accounting policies.

F-17

RESULTS OF OPERATIONS

The competitive landscape in our business is affected by multiple media platforms competing for consumers and advertising dollars. We strive to create popular programming that resonates with viewers across a variety of demographic groups, develop brands and create new media platforms through which we can capitalize on the audiences we aggregate.

Consolidated results of operations were as follows:

(in thousands)	Three months ended September 30,									Nine months ended September 30,
	2011			2010			Change			2011			2010			Change
Operating revenues	$	503,744		$	466,885			7.9	%	$	1,518,559		$	1,377,402			10.2	%
Costs and expenses		(285,273	)		(250,166	)		14.0	%		(798,737	)		(768,480	)		3.9	%
Depreciation and amortization of intangible assets		(22,736	)		(21,761	)		4.5	%		(66,471	)		(69,604	)		(4.5	)%
Gains (losses) on disposal of property and equipment		82			31						63			(1,261	)
Operating income		195,817			194,989			0.4	%		653,414			538,057			21.4	%
Interest expense		(9,157	)		(8,774	)		4.4	%		(26,348	)		(26,546	)		(0.7	)%
Equity in earnings of affiliates		7,035			6,940			1.4	%		29,717			21,482			38.3	%
Miscellaneous, net		(23,972	)		(898	)					(23,504	)		(654	)
Income from continuing operations before income taxes		169,723			192,257			(11.7	)%		633,279			532,339			19.0	%
Provision for income taxes		(33,183	)		(55,803	)		(40.5	)%		(174,866	)		(164,039	)		6.6	%
Income from continuing operations, net of tax		136,540			136,454			0.1	%		458,413			368,300			24.5	%
Income (loss) from discontinued operations, net of tax		(6,552	)		(317	)					(61,252	)		5,324
Net income		129,988			136,137			(4.5	)%		397,161			373,624			6.3	%
Net income attributable to noncontrolling interests		(31,385	)		(34,444	)		(8.9	)%		(120,604	)		(93,265	)		29.3	%
Net income attributable to SNI	$	98,603		$	101,693			(3.0	)%	$	276,557		$	280,359			(1.4	)%

Discontinued Operations

Discontinued operations reflect our Shopzilla business that was sold in the second quarter of 2011.

Results of discontinued operations were as follows:

(in thousands)	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Operating revenues	$			$	41,802		$	87,492		$	116,719
Income (loss) from discontinued operations, before tax:
Shopzilla:
Income (loss) from operations				$	(831	)	$	(2,468	)	$	(7,877	)
Loss from divestiture	$	(1,502	)					(54,827	)
Total Shopzilla		(1,502	)		(831	)		(57,295	)		(7,877	)
uSwitch											714
Income (loss) from discontinued operations, before tax		(1,502	)		(831	)		(57,295	)		(7,163	)
Income tax expense (benefit)		5,050			(514	)		3,957			(12,487	)
Income (loss) from discontinued operations, net of tax	$	(6,552	)	$	(317	)	$	(61,252	)	$	5,324

During the second quarter of 2011, our Board of Directors approved the sale of our Shopzilla business and its related online comparison shopping brands. On May 31, 2011, we completed the sale of the business and received consideration totaling approximately $160 million. The consideration was comprised of approximately $150 million of cash and $10 million of deferred payment due to the Company in 2012. For the year-to-date period of 2011, discontinued operations reflects a loss on divestiture of $53.3 million related to the sale of the business. The loss on divestiture recognized in the third quarter of 2011 reflects the

F-18

settlement of final working capital adjustments. If Shopzilla achieves certain performance targets in 2012, we will receive $5 million in contingent cash consideration.

The income tax benefit recorded during 2010 includes a reduction in the valuation allowance on the deferred tax asset resulting from the sale of our uSwitch business in December of 2009. The reduction in the valuation allowance is attributed to the partial utilization of the uSwitch capital loss against capital gains that were generated in periods prior to the Company’s separation from The E. W. Scripps Company (“E. W. Scripps”). In accordance with the tax allocation agreement with E. W. Scripps, we were notified in the second quarter of 2010 that these capital gains were available for use by SNI. The income tax benefit increased income from discontinued operations $9.3 million.

Continuing operations - The increase in operating revenues for the third quarter of 2011 and the year-to-date period of 2011 compared with the prior-year periods was due primarily to solid growth in advertising sales and affiliate fee revenue from our national television networks. Despite the impact of some ratings softness during the third quarter and year-to-date periods, advertising revenues from our national networks increased $26.5 million or 8.4 percent for the third quarter of 2011 compared with the third quarter of 2010. For the year-to-date period of 2011 compared with the year-to-date period of 2010, advertising revenues were up $102 million or 11 percent. The increase in advertising revenues reflects strong pricing and sales in the upfront and scatter market for advertising inventory. Affiliate fee revenues at our national television networks increased $7.5 million or 5.4 percent in the third quarter of 2011 compared with the third quarter of 2010. For the year-to-date period of 2011, affiliate fee revenues were up $23.4 million or 5.7 percent compared with the year-to-date period of 2010. The increase in affiliate fee revenues is primarily due to scheduled rate increases at our networks.

Costs and expenses in the third quarter of 2010 include $3.5 million of costs related to the transition of the Travel Channel business into SNI. For the year-to-date period of 2010, costs and expenses include $27.6 million of costs related to the transition of the Travel Channel business and $11.0 million of marketing and legal expenses incurred in the first quarter of 2010 to support the company’s affiliate agreement renewal negotiations for Food Network and HGTV. Excluding these 2010 expenses, costs and expenses increased 16 percent in the third quarter of 2011 and 9.4 percent for the year-to-date period of 2011 compared with the comparable periods in 2010. An increase in employee costs from the hiring of positions held vacant since the economic downturn and an increase in marketing and promotion costs to support brand-building initiatives at our networks has contributed to the increase in costs and expenses. An $8.0 million increase in program asset write-downs during the third quarter of 2011 compared with the third quarter of 2010 also contributed to the increase in costs and expenses.

In December of 2009, a majority-owned subsidiary of SNI issued a total of $885 million aggregate principal amount Senior Notes through a private placement. The Senior Notes bear interest at 3.55%.

The increase in equity in earnings of affiliates reflects the growing contribution from Food Network Magazine, HGTV Canada and Food Network Canada.

During the third quarter of 2011, we entered into foreign currency forward contracts to minimize the cash flow volatility related to the investment in UKTV. These foreign currency forward contracts effectively set the U.S. dollar value for the UKTV transaction. We settled these foreign currency forward contracts around the September 30, 2011 closing of the transaction and recognized losses from the contracts totaling $25.3 million. These losses are reported within the “Miscellaneous” caption in our consolidated statements of operations.

Our third quarter of 2011 effective income tax rate was 19.6% compared with 29.0% for the third quarter of 2010. The income tax provision in the third quarter of 2011 includes favorable adjustments attributed to reaching agreements with certain tax authorities for positions taken in prior period returns and adjustments to foreign income items, state apportionment factors and credits reflected in our filed tax returns. The tax provision in the third quarter of 2010 includes favorable adjustments attributed to changes in both estimated foreign tax credits and state apportionment factors reflected in our filed tax returns. For the year-to-date period of 2011, our effective income tax rate was 27.6% in 2011 compared with 30.8% in the year-to-date period of 2010. In addition to the third quarter adjustments noted above, the income tax effect of attributing higher income for the Food Network partnership to the noncontrolling owner contributed to the favorable decrease in our effective income tax rate for the year-to-date period of 2011. See the noncontrolling interest discussion in MD&A that follows.

In August of 2010, we contributed the Cooking Channel to the Food Network partnership. At the close of our 2010 fiscal year, the noncontrolling owner had not made a required pro-rata capital contribution to the partnership and as a result its ownership interest was diluted from 31 percent to 25 percent. Accordingly, for the four months following the Cooking Channel contribution, profits from the partnership were allocated to the noncontrolling owner at its reduced ownership percentage. During the first quarter of 2011, the noncontrolling interest made the pro-rata contribution to the Partnership and its ownership interest was restored to

F-19

31 percent as if the contribution had been made as of the date of the Cooking Channel contribution. The retroactive impact of restoring the noncontrolling owner’s interest in the Partnership increased net income attributable to noncontrolling interest $8.0 million in the year-to-date period of 2011.

Net income attributable to noncontrolling interests increased in the year-to-date period of 2011 compared with the year-to-date period of 2010 due to the increased profitability of both the Food Network partnership and the Travel Channel.

Business Segment Results - As discussed in Note 15—Segment Information to the condensed consolidated financial statements, our chief operating decision maker evaluates the operating performance of our business segments and makes decisions about the allocation of resources to the business segments using a performance measure we call segment profit. Segment profit excludes interest, income taxes, depreciation and amortization, divested operating units, restructuring activities, investment results and certain other items that are included in net income determined in accordance with accounting principles generally accepted in the United States of America.

Items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the business segments. Depreciation and amortization charges are the result of decisions made in prior periods regarding the allocation of resources and are therefore excluded from the measure. Financing, tax structure and divestiture decisions are generally made by corporate executives. Excluding these items from our business segment performance measure enables us to evaluate business segment operating performance based upon current economic conditions and decisions made by the managers of those business segments in the current period.

F-20

Information regarding the operating performance of our business segments and a reconciliation of such information to the condensed consolidated financial statements is as follows:

(in thousands)	Three months ended, September 30,									Nine months ended September 30,
	2011			2010			Change			2011			2010			Change
Segment operating revenues:
Lifestyle Media	$	496,257		$	462,490			7.3	%	$	1,497,163		$	1,366,247			9.6	%
Corporate/intersegment eliminations		7,487			4,395			70.4	%		21,396			11,155			91.8	%
Total operating revenues	$	503,744		$	466,885			7.9	%	$	1,518,559		$	1,377,402			10.2	%
Segment profit (loss):
Lifestyle Media	$	235,741		$	232,482			1.4	%	$	769,205		$	655,684			17.3	%
Corporate		(17,270	)		(15,763	)		9.6	%		(49,383	)		(46,762	)		5.6	%
Total segment profit		218,471			216,719			0.8	%		719,822			608,922			18.2	%
Depreciation and amortization of intangible assets		(22,736	)		(21,761	)		4.5	%		(66,471	)		(69,604	)		(4.5	)%
Gains (losses) on disposal of property and equipment		82			31						63			(1,261	)
Interest expense		(9,157	)		(8,774	)		4.4	%		(26,348	)		(26,546	)		(0.7	)%
Equity in earnings of affiliates		7,035			6,940			1.4	%		29,717			21,482			38.3	%
Miscellaneous, net		(23,972	)		(898	)					(23,504	)		(654	)
Income from continuing operations before income taxes	$	169,723		$	192,257			(11.7	)%	$	633,279		$	532,339			19.0	%

Corporate includes the results of the lifestyle-oriented channels we operate in Europe, the Middle East, Africa and Asia, operating results from the international licensing of our national networks’ programming, and the costs associated with our international expansion initiatives.

Our continued investment in international expansion initiatives increased the segment loss at corporate by $2.1 million in the third quarter of 2011 and $4.3 million for the year-to-date period of 2011 compared with $2.4 million in the third quarter of 2010 and $7.4 million for the year-to-date period of 2010.

A reconciliation of segment profit to operating income determined in accordance with accounting principles generally accepted in the United States of America is as follows:

(in thousands)	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Operating income	$	195,817		$	194,989		$	653,414		$	538,057
Depreciation and amortization of intangible assets:
Lifestyle Media		22,226			21,296			64,931			68,236
Corporate		510			465			1,540			1,368
Losses (gains) on disposal of property and equipment:
Lifestyle Media		(82	)		(31	)		(63	)		1,261
Total segment profit	$	218,471		$	216,719		$	719,822		$	608,922

F-21

Lifestyle Media – Lifestyle Media includes six national television networks and a collection of Internet businesses.

Our Lifestyle Media division earns revenue primarily from the sale of advertising time on our national networks, affiliate fees paid by cable and satellite television operators that carry our network programming, the licensing of its content to third parties, the licensing of its brands for consumer products and from the sale of advertising on our Lifestyle Media affiliated websites. Employee costs and programming costs are Lifestyle Media’s primary expenses. The demand for national television advertising is the primary economic factor that impacts the operating performance of our networks.

Operating results for Lifestyle Media were as follows:

(in thousands)	Three months ended September 30,							Nine months ended September 30,
	2011		2010		Change			2011		2010		Change
Segment operating revenues:
Advertising	$	342,876	$	316,418		8.4	%	$	1,037,529	$	935,152		10.9	%
Network affiliate fees, net		146,411		138,960		5.4	%		436,817		413,417		5.7	%
Other		6,970		7,112		(2.0	)%		22,817		17,678		29.1	%
Total segment operating revenues		496,257		462,490		7.3	%		1,497,163		1,366,247		9.6	%
Segment costs and expenses:
Employee compensation and benefits		58,039		55,281		5.0	%		175,155		163,819		6.9	%
Program amortization		122,602		98,656		24.3	%		311,015		291,352		6.7	%
Other segment costs and expenses		79,875		76,071		5.0	%		241,788		255,392		(5.3	)%
Total segment costs and expenses		260,516		230,008		13.3	%		727,958		710,563		2.4	%
Segment profit	$	235,741	$	232,482		1.4	%	$	769,205	$	655,684		17.3	%
Supplemental Information:
Billed network affiliate fees	$	157,009	$	147,627				$	467,894	$	435,425
Program payments		131,503		104,793					371,449		287,095
Depreciation and amortization		22,226		21,296					64,931		68,236
Capital expenditures		11,326		11,707					33,660		34,490

Strong pricing and sales in both the upfront and scatter market resulted in advertising growth in the respective periods of 2011 compared with the similar periods in 2010.

Distribution agreements with cable and satellite television systems require that the distributor pay SNI affiliate fees over the terms of the agreements in exchange for our programming. The increase in network affiliate fees was primarily attributed to scheduled rate increases at our networks.

The increase in employee compensation and benefits reflects the hiring of positions held vacant since the economic downturn.

We have continued our investment in the quality and variety of programming at our networks in 2011. An $8.0 million increase in program asset write-downs during the third quarter of 2011 compared with the third quarter of 2010 contributed to the increase in program amortization. Program costs in 2010 include the effects of accelerated amortization of Fine Living Network programming related to the rebranding to the Cooking Channel.

Other costs and expenses for the year-to-date period of 2010 include $22.8 million of transition costs that were incurred for the Travel Channel business and $11.0 million of marketing and legal expenses to support the company’s affiliate agreement renewal negotiations for Food Network and HGTV. Other costs and expenses in the third quarter of 2010 include $2.6 million of transition costs that were incurred for the Travel Channel business. After excluding these 2010 costs, the increase in other costs and expenses in both the year-to-date period of 2011 and the second quarter of 2011 when compared with the respective periods of 2010 reflects an increase in marketing and promotion costs at our television networks.

F-22

Supplemental financial information for Lifestyle Media is as follows:

(in thousands)	Three months ended September 30,								Nine months ended September 30,
	2011			2010		Change			2011			2010			Change
Operating revenues by brand:
Food Network	$	180,008		$	160,421		12.2	%	$	541,539		$	485,573			11.5	%
HGTV		180,663			173,584		4.1	%		541,193			508,902			6.3	%
Travel Channel		62,579			62,324		0.4	%		194,881			180,408			8.0	%
DIY		23,693			22,837		3.7	%		76,080			64,301			18.3	%
Cooking Channel / FLN (1)		16,580			12,226		35.6	%		47,781			39,625			20.6	%
GAC		6,063			7,630		(20.5	)%		18,423			22,532			(18.2	)%
Digital Businesses		24,695			21,543		14.6	%		71,470			60,993			17.2	%
Other		2,081			1,781		16.8	%		6,512			5,312			22.6	%
Intrasegment eliminations		(105	)		144					(716	)		(1,399	)
Total segment operating revenue	$	496,257		$	462,490		7.3	%	$	1,497,163		$	1,366,247			9.6	%
Subscribers (2):
Food Network										99,400			100,400			(1.0	)%
HGTV										98,600			99,600			(1.0	)%
Travel Channel										94,600			96,100			(1.6	)%
DIY										53,500			54,000			(0.9	)%
Cooking Channel / FLN (1)										57,400			58,100			(1.2	)%
GAC										59,200			59,600			(0.7	)%

(1) The Cooking Channel, a replacement for FLN, premiered on May 31, 2010.

(2) Subscriber counts are according to the Nielsen Homevideo Index of homes that receive cable networks.

F-23

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity is cash and cash equivalents on hand, cash flows from operations, available borrowing capacity under our revolving credit facility, and access to capital markets. Advertising provides approximately 70 percent of total operating revenues, so cash flow from operating activities can be adversely affected during recessionary periods. Information about our sources and uses of cash flow is presented in the following table:

(in thousands)	Nine months ended September 30,
	2011			2010
Cash provided by continuing operating activities	$	532,192		$	311,699
Net cash provided by (used in) discontinued operations		155,039			17,434
Dividends paid, including to noncontrolling interest		(104,454	)		(134,137	)
Stock option proceeds		18,667			23,087
Noncontrolling interest capital contribution		52,804
Other, net		(3,252	)		(5,603	)
Cash flow amounts available for acquisitions, investments, share repurchases, and debt repayment	$	650,996		$	212,480
Sources and uses of available cash flow:
Purchase of long-term investments		(410,759	)
Purchase of note receivable due from UKTV		(134,077	)
Business acquisitions and net investment activity		(3,400	)		(14,400	)
Capital expenditures		(37,355	)		(35,655	)
Repurchase of Class A common stock		(400,000	)
Increase in long-term debt		100,000
Increase (decrease) in cash and cash equivalents	$	(234,595	)	$	162,425

Our cash flow has been used primarily to fund acquisitions and investments, develop new businesses, acquire common stock under our share repurchase programs and repay debt. We expect cash flow from operating activities in 2011 will provide sufficient liquidity to continue the development of brands and to fund the capital expenditures necessary to support our business.

In September 2011, we acquired a 50 percent interest in UKTV. Consideration paid in the transaction consisted of approximately $403 million to purchase preferred stock and common equity interest in UKTV and approximately $134 million to acquire debt due to Virgin Media, Inc. from UKTV. The debt acquired, reported within “Other non-current assets” in our condensed consolidated balance sheet, effectively acts as a revolving facility for UKTV. The investment in UKTV was financed through cash on hand and borrowings on our existing revolving credit facility.

In May 2011, we completed the sale of our Shopzilla business for total consideration of approximately $160 million. The consideration was comprised of approximately $150 million of cash and $10 million of deferred payment due to the Company in 2012.

In the second quarter of 2011, we acquired a 24 percent ownership interest in Oyster.com for consideration totaling $7.7 million, including cash consideration of $7.5 million. We also acquired the remaining 11 percent residual interest in our international venture with ChelloZone Media for cash consideration of $3.4 million during the second quarter of 2011.

In January 2010, we acquired the remaining 6 percent residual interest in FLN for cash consideration of $14.4 million.

In December 2009, we acquired a 65 percent controlling interest in Travel Channel through a transaction structured as a leveraged joint venture between SNI and Cox TMI, Inc., a wholly owned subsidiary of Cox Communications, Inc. (“Cox”). Pursuant to the terms of the transaction, Cox contributed the Travel Channel business, valued at $975 million, and SNI contributed $181 million in cash to the joint venture. The joint venture also issued $885 million aggregate principal amount of 3.55% Senior Notes due 2015 at a price equal to 99.914% of the principal amount. The Notes were guaranteed by SNI. Cox has agreed to indemnify SNI for payments made in respect of SNI’s guarantee.

F-24

We have a Competitive Advance and Revolving Credit Facility (the “Facility”) that permits $550 million in aggregate borrowings and expires in June 2014. Total borrowings under the Facility were $100 million at September 30, 2011.

In February 2011, the noncontrolling owner in the Food Network partnership made a $52.8 million cash contribution to the partnership. Pursuant to the terms of the Food Network general partnership agreement, the partnership is required to distribute available cash to the general partners. After providing distributions to the partners for respective tax liabilities, available cash is then applied against any capital contributions made by the partners prior to distribution based upon each partners’ ownership interest in the partnership. Cash distributions to Food Network’s noncontrolling interest were $58.7 million in the year-to-date period of 2011 and $96.7 million in the year-to-date period of 2010. We expect the cash distributions to the noncontrolling interest will approximate $80 million in 2011.

During the second quarter of 2011 the Board of Directors approved an increase in the quarterly dividend rate to $.10 per share from a previous per share rate used since our inception as a public company on July 1, 2008 of $.075. Total dividend payments to shareholders of our common stock were $45.8 million for the year-to-date-period of 2011 and $37.5 million for the year-to-date period of 2010. We currently expect that comparable quarterly cash dividends will continue to be paid in the future. Future dividends are, however, subject to our earnings, financial condition and capital requirements.

Under a share repurchase program approved by the Board of Directors in June 2011, we were authorized to repurchase $1 billion of Class A Common shares. During 2011, we have repurchased 8.9 million shares for approximately $400 million. As of September 30, 2011, we are authorized to repurchase $600 million of Class A Common shares. There is no expiration date for the program and we are under no commitment or obligation to repurchase any particular amount of Class A Common shares under the program.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Earnings and cash flow can be affected by, among other things, economic conditions, interest rate changes, and foreign currency fluctuations.

Our objectives in managing interest rate risk are to limit the impact of interest rate changes on our earnings and cash flows, and to reduce overall borrowing costs. We are subject to interest rate risk associated with our Competitive Advance and Revolving Credit Facility (the “Facility”) as borrowings bear interest at Libor plus a spread that is determined relative to our Company’s debt rating. Accordingly, the interest we pay on our borrowings is dependent on interest rate conditions and the timing of our financing needs. Assuming our borrowings under the Facility were to remain at $100 million for twelve months with a weighted-average interest rate of 1.09 percent, a 25 basis point change in interest rates would result in a $0.3 million change in annual interest expense.

A majority-owned subsidiary of SNI issued $885 million of Senior Notes in conjunction with our acquisition of a controlling interest in the Travel Channel. A 100 basis point increase or decrease in the level of interest rates, respectively, would decrease or increase the fair value of the Senior Notes by approximately $28.2 million and $27.4 million, respectively.

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

(in thousands)	As of September 30, 2011				As of December 31, 2010
	Cost Basis		Fair Value		Cost Basis		Fair Value
Financial instruments subject to interest rate risk:
3.55% notes due in 2015	$	884,507	$	929,586	$	884,395	$	906,547
Revolving credit facility		100,000		100,000

Our primary exposure to foreign currencies is the exchange rates between the U.S. dollar and the Canadian dollar, the British pound and the Euro. Reported earnings and assets may be reduced in periods in which the U.S. dollar increases in value relative to those currencies.

Our objective in managing exposure to foreign currency fluctuations is to reduce volatility of earnings and cash flow. Accordingly, we may enter into foreign currency derivative instruments that change in value as foreign exchange rates change, such as foreign

F-25

currency forward contracts or foreign currency options. We held no foreign currency derivative financial instruments at September 30, 2011.

F-26

CONTROLS AND PROCEDURES

SNI’s management is responsible for establishing and maintaining adequate internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The company’s internal control over financial reporting includes those policies and procedures that:

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

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

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

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

The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was evaluated as of the date of the financial statements. This evaluation was carried out under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective. There were no changes to the company’s internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three months ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

F-27

SCRIPPS NETWORKS INTERACTIVE, INC.

Index to Exhibits

Exhibit No.	Item
2.3	Agreement among Flextech Broadband Limited, Virgin Media Investment Holdings Limited, Southbank Media Ltd, and Scripps Networks Interactive, Inc.
31(a)	Section 302 Certifications (filed herewith)
31(b)	Section 302 Certifications (filed herewith)
32(a)	Section 906 Certifications *
32(b)	Section 906 Certifications *
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed with the Securities and Exchange Commission on November 9, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Accumulated Other Comprehensive Income (Loss) and Shareholders’ Equity, (v) the Notes to Condensed Consolidated Financial Statements. *
*	This exhibit is furnished herewith but will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

E-1