Item 1.01. Entry into a Material Definitive Agreement

On November 5, 2009, Scripps Networks Interactive, Inc. ("Company" or "SNI") signed a definitive agreement with Cox Communications, Inc. ("Cox") that will result in SNI acquiring a controlling interest in the Travel Channel. The closing of the transaction, which is subject to regulatory approval and other conditions, is expected by or before January 2010. As currently proposed, the transaction is structured as a leverage joint venture between SNI and Cox. Cox will contribute the Travel Channel, valued at $975 million, and SNI will contribute $181 million in cash to a newly created partnership. The partnership will also incur third-party debt of $878 million that will be guaranteed by Scripps and indemnified by Cox, with the proceeds to be distributed to Cox. Following the transaction, SNI will maintain a 65% controlling interest in the Travel Channel and Cox will hold a 35% non-controlling interest in the business. A copy of the Contribution Agreement is filed as Exhibit 2.1 to this Form 8-K and is incorporated in this Item 1.01 by reference. A copy of the press release announcing the transaction is filed as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

2.1 Contribution Agreement dated as of November 5, 2009.

99.1 Travel Channel press release dated November 5, 2009.

---