Discovery Communications Reports Third Quarter 2009 Results

SILVER SPRING, Md., Nov. 3 /PRNewswire-FirstCall/ -- Discovery Communications,
Inc. ("Discovery" or the "Company") (Nasdaq: DISCA, DISCB, DISCK) today
reported financial results for the third quarter ended September 30, 2009.
The discussion below assumes the transaction between Discovery Holding Company
("DHC"), Discovery Communications Holding, LLC ("DCH"), and Advance/Newhouse
Programming Partnership that resulted in Discovery becoming a public company
occurred on January 1, 2008 and as such includes 100% of Discovery's results.

(Logo: http://www.newscom.com/cgi-bin/prnh/20080918/NETH035LOGO )

David Zaslav, Discovery's President and Chief Executive Officer, said,
"Discovery continued to deliver strong operating results during the third
quarter, growing Adjusted OIBDA 17% in a challenging global environment. We
remain focused on strengthening our portfolio and programming while increasing
our efficiency through targeted reductions in our overall cost structure. Our
strategy has generated ratings momentum across our networks enabling us to
grow market share and, along with our expanding distribution revenues and
leaner cost structure, positions us for continued margin expansion as the
economy strengthens."

Revenues of $854 million were up slightly compared with the third quarter a
year ago as 5% growth at U.S. Networks was partially offset by a 2% decline at
International Networks, primarily the result of a $22 million unfavorable
impact from foreign currency fluctuations. Adjusted Operating Income Before
Depreciation and Amortization (1) ("OIBDA") increased 17% to $364 million,
driven by 18% growth at U.S. Networks and 7% growth at International Networks.
Total Company Adjusted OIBDA margin increased to 43% for the third quarter
from 37% for the same period a year ago.

Third quarter net income available to Discovery Communications, Inc.,
stockholders of $95 million ($0.22 per share) decreased $39 million compared
to $134 million ($0.44 per share) for the third quarter a year ago. The
decreased results primarily reflect the $53 million growth in Adjusted OIBDA
and $39 million lower tax expense in the quarter, which were more than offset
by a $91 million expense in the current year from the unrealized change in the
fair value of the mark-to-market share-based compensation, compared with a
benefit of $65 million in the third quarter a year ago.

Free cash flow was $29 million for the third quarter, a decrease of $170
million from the third quarter of 2008, primarily due to $81 million in cash
taxes paid related to the sale of 50% of the Discovery Kids channel, as well
as the timing of $59 million of additional tax payments related to prior
periods. Excluding these taxes, free cash flow of $455 million for the nine
months year-to-date increased $116 million compared to the same period in
2008. Free cash flow is defined as cash provided by operating activities less
acquisitions of property and equipment.

(1) See the definition of Adjusted Operating Income Before Depreciation and
Amortization on page 4.

SEGMENT RESULTS

(dollars in Three Months Ended Nine Months Ended
millions) September 30, September 30,
2009 2008 Change 2009 2008 Change
Revenues:
U.S. Networks $522 $498 5% $1,588 $1,526 4%
International
Networks 293 300 (2%) 831 864 (4%)
Commerce, Education,
and Other 38 45 (16%) 127 126 1%
Corporate 1 2 (50%) 6 23 (74%)
Total Revenues $854 $845 1% $2,552 $2,539 1%

Adjusted OIBDA:
U.S. Networks $302 $257 18% $907 $811 12%
International
Networks 110 103 7% 298 280 6%
Commerce, Education,
and Other 2 5 (60%) 13 2 NM
Corporate (50) (54) 7% (144) (145) 1%
Total Adjusted OIBDA $364 $311 17% $1,074 $948 13%

U.S. Networks

(dollars in Three Months Ended Nine Months Ended
millions) September 30, September 30,
2009 2008 Change 2009 2008 Change
Revenues:
Distribution $242 $231 5% $737 $691 7%
Advertising 261 249 5% 795 776 2%
Other 19 18 6% 56 59 (5%)

Total Revenues $522 $498 5% $1,588 $1,526 4%

Adjusted OIBDA $302 $257 18% $907 $811 12%

Adjusted OIBDA Margin 58% 52% 57% 53%

U.S. Networks' revenues in the third quarter of 2009 increased 5% to $522
million primarily driven by distribution and advertising revenue growth.
Distribution revenue grew 5% largely from higher rates and subscriber growth
primarily from networks carried on the digital tier, offset by the absence of
$10 million due to the removal of Discovery Kids from the consolidated results
following the sale of 50% of the entity on May 22, 2009. Excluding Discovery
Kids from 2008 results, distribution revenue in the current quarter grew 10%
compared with the third quarter a year ago. Advertising revenue increased 5%
as a result of increased ratings, partially offset by lower cash sellouts due
to softness in the economy.

Adjusted OIBDA increased 18% to $302 million in the current quarter,
reflecting the 5% revenue growth and a 9% decline in operating expenses from
lower marketing, selling and administrative costs, as well as from a decrease
in programming costs. The decline in programming primarily reflects a content
impairment charge of $17 million at TLC in the third quarter of 2008.
Operating expenses would have decreased 4% excluding this content impairment
charge and $4 million of increased costs related to OWN incurred in the
current quarter.

International Networks

(dollars in Three Months Ended Nine Months Ended
millions) September 30, September 30,
2009 2008 Change 2009 2008 Change
Revenues:
Distribution $184 $188 (2%) $540 $548 (1%)
Advertising 80 83 (4%) 215 238 (10%)
Other 29 29 0% 76 78 (3%)
Total Revenues $293 $300 (2%) $831 $864 (4%)

Adjusted OIBDA $110 $103 7% $298 $280 6%

Adjusted OIBDA Margin 38% 34% 36% 32%

International Networks' revenues for the third quarter decreased 2% to $293
million due to a $22 million unfavorable impact from foreign currency
fluctuations. Excluding the impact of foreign currency fluctuations, revenues
for the current quarter increased 6% driven by 9% advertising revenue growth,
primarily at EMEA from higher viewership and an increased subscriber base, as
well as 5% affiliate revenue growth led by Latin America and Asia-Pacific from
increased subscribers.

Adjusted OIBDA, which included a $2 million unfavorable impact related to
foreign exchange rates, increased 7% to $110 million as the 2% revenue decline
was more than offset by an 8% decrease in operating expenses. Excluding the
impact of foreign currency, Adjusted OIBDA increased 10% reflecting the 6%
revenue growth partially offset by 3% higher operating expenses as increased
programming expenses were mostly offset by lower marketing and personnel
costs.

Commerce, Education, and Other
(dollars in Three Months Ended Nine Months Ended
millions) September 30, September 30,
2009 2008 Change 2009 2008 Change
Revenues $38 $45 (16%) $127 $126 1%

Adjusted OIBDA $2 $5 (60%) $13 $2 NM

Commerce, Education and Other third quarter revenues of $38 million declined
$7 million from the third quarter of 2008, primarily from lower commerce
revenues as a result of the transition to a new licensing model and a decline
in sound services, partially offset by increased educational revenues from
higher streaming volumes. Adjusted OIBDA decreased $3 million primarily from
lower results in sound services, partially offset by cost reductions from the
transition of our commerce business to a licensing model.

Corporate

Adjusted OIBDA increased $4 million when compared to the third quarter a year
ago due primarily to lower consulting costs.

FULL YEAR 2009 OUTLOOK

For the full year ended December 31, 2009, Discovery Communications, Inc.,
expects total revenue between $3,450 million and $3,500 million, Adjusted
OIBDA between $1,430 million and $1,460 million, and net income available to
Discovery Communications, Inc. stockholders of $525 million to $550 million.
Our outlook incorporates current foreign exchange rates for revenues and
expenses, the removal of Discovery Kids from our consolidated operations,
current share price for mark-to-market share-based compensation calculations
and the impact of OWN.

NON-GAAP FINANCIAL MEASURES

Adjusted OIBDA and Free Cash Flow

In addition to the results prepared in accordance with generally accepted
accounting principles (GAAP) provided in this release, the Company has
presented Adjusted OIBDA and free cash flow. The Company evaluates the
operating performance of its segments based on financial measures such as
revenues and adjusted operating income before depreciation and amortization
("Adjusted OIBDA"). Adjusted OIBDA is defined as revenues less costs of
revenues and selling, general and administrative expenses excluding: (i)
mark-to-market share-based compensation, (ii) depreciation and amortization,
(iii) amortization of deferred launch incentives, (iv) exit and restructuring
charges, (v) impairment charges, and (vi) gains (losses) on business and asset
dispositions. The Company uses this measure to assess operating results and
performance of its segments, perform analytical comparisons, identify
strategies to improve performance and allocate resources to each segment. The
Company believes Adjusted OIBDA is relevant to investors because it allows
them to analyze the operating performance of each segment using the same
metric management uses and also provides investors a measure to analyze the
operating performance of each segment against historical data. The Company
excludes mark-to-market share-based compensation, exit and restructuring
charges, impairment charges, and gains (losses) on business and asset
dispositions from the calculation of Adjusted OIBDA due to their volatility or
non-recurring nature. The Company also excludes the amortization of deferred
launch incentive payments because these payments are infrequent and the
amortization does not represent cash payments in the current reporting period.

The Company defines free cash flow as cash provided by operations less
acquisitions of property and equipment. The Company uses free cash flow as it
believes it is an important indicator for management and investors of the
Company's liquidity, including its ability to reduce debt, make strategic
investments and return capital to shareholders.

Because Adjusted OIBDA and free cash flow are non-GAAP measures, they should
be considered in addition to, but not as a substitute for, operating income,
net income, cash flow provided by operating activities and other measures of
financial performance reported in accordance with U.S. GAAP. Please review
the supplemental financial schedules beginning on page 9 for reconciliations
to GAAP measures.

OTHER ITEMS

In August 2009, the Company issued $500 million of senior notes at 5.625%
maturing on August 15, 2019. Net proceeds were primarily used to repay
outstanding debt.

The 2008 financial information has been recast so that the basis of
presentation is consistent with that of the 2009 financial information. This
recast reflects the adoption of Financial Accounting Standards Board
Accounting Standards Codification Topic 810, Consolidation.

Conference Call Information

Discovery Communications, Inc. will host a conference call today at 4:30 p.m.
EST to discuss its third quarter 2009 results. To listen to the call, visit
http://www.discoverycommunications.com.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains certain forward-looking statements based on
current expectations, forecasts and assumptions that involve risks and
uncertainties. These statements are based on information available to the
Company as of the date hereof, and the Company's actual results could differ
materially from those stated or implied, due to risks and uncertainties
associated with its business, which include the risk factors disclosed in its
Annual Report on Form 10-K filed with the SEC on February 25, 2009.
Forward-looking statements include statements regarding the Company's
expectations, beliefs, intentions or strategies regarding the future, and can
be identified by forward-looking words such as "anticipate," "believe,"
"could," "continue," "estimate," "expect," "intend," "may," "should," "will"
and "would" or similar words. Forward-looking statements in this release
include, without limitation, the full year 2009 outlook. The Company
expressly disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to reflect any
change in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

DISCOVERY COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; dollars in millions, except per share amounts)

Three Months Nine Months
Ended Ended
September 30, September 30,
2009 2008(a) 2009 2008(a)
Revenues:
Distribution $426 $419 $1,277 $1,239
Advertising 341 332 1,010 1,014
Other 87 94 265 286

Total revenues 854 845 2,552 2,539

Costs of revenues, excluding depreciation
and amortization listed below 257 262 767 758
Selling, general and administrative 338 224 929 845
Depreciation and amortization 40 50 118 146
Restructuring and impairment charges 4 13 47 17
Gain on business disposition - - (252) -

639 549 1,609 1,766

Operating income 215 296 943 773

Interest expense, net (66) (61) (183) (196)
Other non-operating income (expense), net 6 (8) 34 (4)

Income from continuing operations before
income taxes 155 227 794 573
Provision for income taxes (54) (93) (391) (285)

Income from continuing operations, net
of taxes 101 134 403 288
Income from discontinued operations, net
of taxes - 40 - 42

Net income 101 174 403 330
Less: Net (income) loss attributable to
non-controlling interests - (40) 2 (119)
Net income attributable to Discovery
Communications, Inc. 101 134 405 211

Stock dividends to preferred interests (6) - (8) -
Net income available to Discovery
Communications, Inc. stockholders $95 $134 $397 $211

Amounts available to Discovery
Communications, Inc. stockholders:
Income from continuing operations, net
of taxes $95 $94 $397 $169
Income from discontinued operations, net
of taxes - 40 - 42
Net income $95 $134 $397 $211

Income per share from continuing operations
available to Discovery Communications, Inc.
stockholders, basic and diluted $0.22 $0.31 $0.94 $0.59

Income per share from discontinued operations
available to Discovery Communications, Inc.
stockholders, basic and diluted - 0.13 - 0.15

Net income per share available to Discovery
Communications, Inc. stockholders, basic and
diluted $0.22 $0.44 $0.94 $0.74

Weighted average number of shares outstanding:
Basic 424 302 423 287
Diluted 427 302 424 287

(a) The 2008 financial information has been recast so that the basis of
presentation is consistent with that of the 2009 financial
information. See Other Items on page 4 for additional detail.

DISCOVERY COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; dollars in millions)

September 30, December 31,
2009 2008(a)

ASSETS
Current assets:
Cash and cash equivalents $401 $100
Receivables, net of allowances of
$16 and $16, respectively 775 780
Content rights, net 76 73
Prepaid expenses and other current assets 165 156

Total current assets 1,417 1,109

Noncurrent content rights, net 1,225 1,163
Property and equipment, net 417 395
Goodwill 6,438 6,891
Intangible assets, net 654 716
Other noncurrent assets 590 210

Total assets $10,741 $10,484

LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS
IN SUBSIDIARIES, AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities $394 $421
Current portion of long-term debt 39 458
Other current liabilities 329 191

Total current liabilities 762 1,070

Long-term debt 3,472 3,331
Other noncurrent liabilities 416 473

Total liabilities 4,650 4,874

Commitments and contingencies
Redeemable non-controlling interests
in subsidiaries 49 49

Equity:
Preferred stock 2 2
Common stock 3 3
Additional paid-in capital 6,589 6,545
Accumulated deficit (531) (936)
Accumulated other comprehensive loss (35) (78)

Equity attributable to Discovery
Communications, Inc. 6,028 5,536
Equity attributable to non-controlling interests 14 25

Total equity 6,042 5,561

Total liabilities, redeemable non-controlling
interests in subsidiaries, and equity $10,741 $10,484

(a) The 2008 financial information has been recast so that the basis of
presentation is consistent with that of the 2009 financial
information. See Other Items on page 4 for additional detail.

DISCOVERY COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; dollars in millions)

Nine Months Ended September 30,
2009 2008(a)
OPERATING ACTIVITIES
Net income $403 $330
Adjustments to reconcile net income to cash
provided by operating activities:
Share-based compensation expense (benefit) 196 (47)
Depreciation and amortization 118 195
Asset impairments 26 -
Gains on business dispositions (252) (67)
Gains on asset dispositions - (9)
Gain on sale of securities (13) -
Deferred income taxes (33) 122
Other noncash expenses, net 26 62
Changes in operating assets and liabilities, net
of discontinued operations:
Receivables, net - (29)
Accounts payable and accrued liabilities (21) (18)
Other, net (92) (116)

Cash provided by operating activities 358 423

INVESTING ACTIVITIES
Purchases of property and equipment (43) (84)
Net cash acquired from Newhouse Transaction - 45
Business acquisitions, net of cash acquired - (8)
Proceeds from asset dispositions - 13
Proceeds from business dispositions 300 126
Proceeds from sales of securities 22 24

Cash provided by investing activities 279 116

FINANCING ACTIVITIES
Ascent Media Corporation spin-off - (356)
Net repayments of revolver loans (315) (89)
Borrowings from long-term debt, net of discount
and issuance costs 970 -
Principal repayments of long-term debt (1,007) (191)
Principal repayments of capital lease obligations (7) (12)
Cash distribution to non-controlling interest (9) -
Proceeds from stock option exercises 26 -
Other financing activities, net (1) (10)

Cash used in financing activities (343) (658)

Effect of exchange rate changes on cash and cash
equivalents 7 2

CHANGE IN CASH AND CASH EQUIVALENTS 301 (117)
Cash and cash equivalents of continuing
operations, beginning of period 100 8
Cash and cash equivalents of discontinued
operations, beginning of period - 201

CASH AND CASH EQUIVALENTS, END OF PERIOD $401 $92

(a) The 2008 financial information has been recast so that the basis of
presentation is consistent with that of the 2009 financial
information. See Other Items on page 4 for additional detail.

DISCOVERY COMMUNICATIONS, INC.
SUPPLEMENTAL FINANCIAL DATA
RECONCILIATION OF ADJUSTED OPERATING INCOME BEFORE
DEPRECIATION AND AMORTIZATION
(unaudited; dollars in millions)

Three Months Ended September 30, 2009

Adjusted Operating Amortization
Income Before of
Depreciation Depreciation Deferred Mark-to-Market
and and Launch Share-Based Operating
Amortization Amortization Incentives Compensation Other(a) Income

U.S. Networks $302 $(7) $(5) $- $(1) $289
International
Networks 110 (11) (9) - (3) 87
Commerce,
Education,
and Other 2 (2) - - - -
Corporate (50) (20) - (91) - (161)
Total $364 $(40) $(14) $(91) $(4) $215

Three Months Ended September 30, 2008

Adjusted Operating Amortization
Income Before of
Depreciation Depreciation Deferred Mark-to-Market
and and Launch Share-Based Operating
Amortization Amortization Incentives Compensation Other(a) Income

U.S. Networks $257 $(12) $(6) $(1) $(13) $225
International
Networks 103 (12) (11) - - 80
Commerce,
Education,
and Other 5 (2) - - - 3
Corporate (54) (24) - 66 - (12)
Total $311 $(50) $(17) $65 $(13) $296

(a) Total amount represents exit and restructuring charges.

DISCOVERY COMMUNICATIONS, INC.
SUPPLEMENTAL FINANCIAL DATA
RECONCILIATION OF ADJUSTED OPERATING INCOME BEFORE
DEPRECIATION AND AMORTIZATION
(unaudited; dollars in millions)

Nine Months Ended September 30, 2009

Adjusted Operating Amortization
Income Before of
Depreciation Depreciation Deferred Mark-to-Market
and and Launch Share-Based Operating
Amortization Amortization Incentives Compensation Other(a) Income

U.S. Networks $907 $(23) $(16) $(1) $224 $1,091
International
Networks 298 (32) (25) - (13) 228
Commerce,
Education,
and Other 13 (4) - - (1) 8
Corporate (144) (59) - (176) (5) (384)
Total $1,074 $(118) $(41) $(177) $205 $943

Nine Months Ended September 30, 2008

Adjusted Operating Amortization
Income Before of
Depreciation Depreciation Deferred Mark-to-Market
and and Launch Share-Based Operating
Amortization Amortization Incentives Compensation Other(a) Income

U.S. Networks $811 $(40) $(26) $(7) $(13) $725
International
Networks 280 (32) (33) - - 215
Commerce,
Education,
and Other 2 (7) - - (4) (9)
Corporate (145) (67) - 54 - (158)
Total $948 $(146) $(59) $47 $(17) $773

(a) Total amount in 2009 represents the pre-tax gain on the sale of
Discovery Kids of $252 million, asset impairments of $26 million and
exit and restructuring charges of $21 million. Total amount in 2008
represents exit and restructuring charges.

DISCOVERY COMMUNICATIONS, INC.
SUPPLEMENTAL FINANCIAL DATA
(unaudited; dollars in millions)

CALCULATION OF FREE CASH FLOW

Three Months Nine Months
Ended September 30, Ended September 30,
2009 2008 Change 2009 2008 Change
Cash provided by operating
activities $38 $241 $(203) $358 $423 $(65)
Acquisition of property
and equipment (9) (42) 33 (43) (84) 41
Free cash flow $29 $199 $(170) $315 $339 $(24)

RECONCILIATION OF 2009 OUTLOOK TO GAAP MEASURES

Full Year 2009
Net income available to Discovery Communications,
Inc. stockholders $525 To $550
Interest expense, net 260 To 240
Depreciation and amortization 155 To 150
Other expense, including amortization of deferred
launch incentives, mark-to-market share-based
compensation, asset impairment, exit and
restructuring costs, gain (loss) on business
disposition, gain (loss) on sale of securities,
equity earnings in unconsolidated affiliates,
unrealized and realized gains and losses from
derivatives, income tax expense, net loss
(income) attributable to non-controlling
interests, and stock dividends to preferred
interests 490 To 520

Adjusted OIBDA $1,430 To $1,460

DISCOVERY COMMUNICATIONS, INC.
SUPPLEMENTAL FINANCIAL DATA
SELECTED FINANCIAL DETAIL
(unaudited; dollars in millions, except per share amounts)

BORROWINGS
As of
September 30, 2009

$1.6 billion Revolving Credit Facility, due October 2010 $-
$1.5 billion Term Loan B, due quarterly September 2007 to May 2014 1,466
$500 million Term Loan C, due quarterly June 2009 to May 2014 498
8.37% Senior Notes, semi-annual interest, due March 2011 220
8.13% Senior Notes, semi-annual interest, due September 2012 235
Floating Rate Senior Notes, semi-annual interest, due December
2012 (1.99 % at September 30, 2009) 90
6.01% Senior Notes, semi-annual interest, due December 2015 390
5.625% Senior Notes, semi-annual interest, due August 2019 500
Other notes payable 1
Capital lease obligations 125
Total long-term debt 3,525
Unamortized discount (14)
Long-term debt, net 3,511
Less: Current portion 39
Noncurrent portion $3,472

SHARE-BASED COMPENSATION
As of September 30, 2009

Total Units Weighted Vested Units Weighted
Outstanding Average Outstanding Average
Long-Term (in Exercise (in Exercise
Incentive Plans millions) Price millions) Price

Discovery Appreciation Plan 16.9 $18.76 0.1 $21.64
Stock Appreciation Rights 3.5 14.46 0.7 14.44
Stock option 16.3 15.15 1.0 13.94
Total share-based
compensation plans 36.7 $16.75 1.8 $14.56

NET OF TAX GAIN RECONCILIATION FOR DISCOVERY KIDS TRANSACTION

Pre-tax gain on sale of 50% of Discovery Kids $252
Tax recorded on book gain (93)
Tax recorded on goodwill allocated to the 50% of Discovery Kids
sold (81)
Tax recorded on step-up of book value for the retained 50% of
Discovery Kids (32)

Net of tax gain $46

SOURCE Discovery Communications, Inc.

Corporate Communications, Michelle Russo +1-240-662-2901,
michelle_russo@discovery.com; Investor Relations, Craig Felenstein,
+1-212-548-5109, craig_felenstein@discovery.com