SILVER SPRING, Md., May 8,
2018 /PRNewswire/ -- Discovery, Inc. ("Discovery" or the
"Company") (NASDAQ: DISCA, DISCB, DISCK) today reported financial
results for the first quarter ended March 31, 2018.
"The first quarter of 2018 was a historic and pivotal period for
Discovery. We closed on our transaction to acquire Scripps Networks
Interactive, becoming the global leader in real life entertainment
and home to an enhanced portfolio of quality and trusted enthusiast
brands," said David Zaslav, President and Chief Executive
Officer for Discovery. "As our industry continues to evolve, we are
uniquely positioned to maximize the value of our traditional pay-TV
business while driving new opportunities and growth from our
digital and direct to consumer businesses around the world."
First Quarter Results
First quarter 2018 revenues of
$2,307 million increased 43% on a
reported basis compared with the prior year quarter. Excluding the
impact of foreign currency transactions and the Scripps Networks
Interactive ("Scripps"), The Enthusiast Network ("VTEN") and the
Oprah Winfrey Network ("OWN") transactions (collectively, "the
Transactions")(1), revenues increased 14%, as
International Networks grew 28% and U.S. Networks grew 3%. On a Pro
Forma(2) basis, excluding the impact of foreign currency
fluctuations, total company first quarter revenues grew 10%, as
International Networks grew 26% and U.S. Networks grew 2%.
First quarter Adjusted Operating Income Before Depreciation and
Amortization ("Adjusted OIBDA")(3) increased 16% to
$697 million on a reported basis, and
excluding the impact of the Transactions and foreign currency
fluctuations, Adjusted OIBDA decreased 9%, as 3% growth at U.S.
Networks was more than offset by a 37% decline at International
Networks, primarily due to the timing of costs associated with the
Olympics. On a Pro Forma basis, excluding the impact of foreign
currency, total company first quarter Adjusted OIBDA declined 6%,
as U.S. Networks' Adjusted OIBDA grew 1% and International Networks
decreased 30%, primarily due to the timing of costs associated with
the Olympics.
First quarter net income available to Discovery, Inc. ("DCI Net
Income") decreased to a loss of $8
million compared with $215
million in the prior year quarter primarily due to lower
operating results, higher restructuring charges, other transaction
costs associated with the acquisition of Scripps and higher
interest expense, which were partially offset by a tax benefit in
the first quarter of 2018 versus an expense in the prior year and
the debt extinguishment charge last year. Diluted earnings per
share(4) decreased to $(0.01) due to lower DCI Net Income. Adjusted
Earnings Per Diluted Share ("Adjusted EPS")(3),(4),
which excludes the impact of amortization of acquisition-related
intangible assets, net of tax was $0.16. Adjusted EPS excluding restructuring costs
and other Scripps related transaction costs, primarily legal and
financial fees from legacy Scripps, was $0.53, and included $226
million (or $0.37 per share)
of after-tax restructuring costs and other transaction costs.
(1)
|
The Transactions
refer to the Company's acquisition of Scripps on March 6, 2018,
acquisition of a controlling interest in OWN on November 30, 2017
and the contribution of businesses from VTEN on September 25, 2017.
Note the Transactions do not take into account any other items such
as foreign exchange.
|
(2)
|
Pro Forma is defined
as the results of the Company as if the Transactions had occurred
on January 1, 2017. Refer to page 6 for full list of Pro Forma
adjustments and to page 10 for Pro Forma operating
results.
|
(3)
|
See full definitions
of Adjusted OIBDA and Adjusted EPS on page 5.
|
(4)
|
All per share amounts
are calculated using DCI Net Income. Refer to table on page 16 for
the full schedule.
|
Free cash flow(1) decreased to $112 million for the first quarter of 2018 as
cash flow from operations decreased to $160
million while capital expenditures of $48 million were relatively consistent with the
prior year. First quarter cash flow from operations decreased
primarily due to higher interest payments as well as transaction
and integration costs associated with the acquisition of
Scripps.
SEGMENT RESULTS
Total Company
(dollars in
millions)
|
|
Three Months Ended
March 31,
|
|
|
2018
|
|
2017
|
|
Change
|
Revenues:
|
|
|
|
|
|
|
U.S.
Networks
|
|
$
|
1,174
|
|
|
$
|
829
|
|
|
42
|
%
|
International
Networks
|
|
1,098
|
|
|
747
|
|
|
47
|
%
|
Education and
Other
|
|
35
|
|
|
37
|
|
|
(5)
|
%
|
Corporate and
Inter-Segment Eliminations
|
|
—
|
|
|
—
|
|
|
NM
|
Total
revenues
|
|
$
|
2,307
|
|
|
$
|
1,613
|
|
|
43
|
%
|
|
|
|
|
|
|
|
Adjusted
OIBDA:
|
|
|
|
|
|
|
U.S.
Networks
|
|
$
|
652
|
|
|
$
|
501
|
|
|
30
|
%
|
International
Networks
|
|
137
|
|
|
194
|
|
|
(29)
|
%
|
Education and
Other
|
|
3
|
|
|
(6)
|
|
|
NM
|
Corporate and
Inter-Segment Eliminations
|
|
(95)
|
|
|
(86)
|
|
|
(10)
|
%
|
Total Adjusted
OIBDA
|
|
$
|
697
|
|
|
$
|
603
|
|
|
16
|
%
|
U.S. Networks
(dollars in
millions)
|
|
Three Months Ended
March 31,
|
|
|
2018
|
|
2017
|
|
Change
|
Revenues:
|
|
|
|
|
|
|
Distribution
|
|
$
|
514
|
|
|
$
|
408
|
|
|
26
|
%
|
Advertising
|
|
627
|
|
|
405
|
|
|
55
|
%
|
Other
|
|
33
|
|
|
16
|
|
|
NM
|
Total
revenues
|
|
$
|
1,174
|
|
|
$
|
829
|
|
|
42
|
%
|
Adjusted
OIBDA
|
|
$
|
652
|
|
|
$
|
501
|
|
|
30
|
%
|
U.S. Networks' revenues for the first quarter of 2018 increased
42% to $1,174 million on a reported
basis compared with the prior year quarter. Excluding the impact of
the Transactions, revenues increased 3%, as distribution and
advertising revenues grew 2% and 4%, respectively. On a Pro Forma
basis, U.S. Networks' revenues for the first quarter grew 2%,
driven by 2% distribution growth and 2% advertising growth.
Distribution revenue growth was driven by increases in affiliate
fee rates, partially offset by a decline in affiliate subscribers.
On a Pro Forma basis, subscribers to our fully distributed networks
declined 3% while subscribers to our total portfolio declined 5% in
the quarter. The growth in Pro Forma advertising revenues was
primarily driven by the continued monetization of digital content
offerings as well as higher volumes, partially offset by lower
linear delivery.
(1)
|
Free cash flow is
defined as cash provided by operating activities less purchases of
property and equipment.
|
NM: Not
Meaningful
|
Operating expenses for U.S. Networks on a reported basis
increased 59% to $522 million
compared with the prior year quarter. Excluding the impact of the
Transactions, operating expenses increased 2%, as costs of revenues
increased 3% and SG&A expenses declined 1%. On a Pro Forma
basis, total operating expenses increased 3% as costs of revenues
increased 7%, primarily attributable to higher content spending and
digital media production costs, partially offset by a 3% decrease
in SG&A expenses primarily due to reduced marketing
spending.
U.S. Networks' Adjusted OIBDA increased 30% to $652 million compared with the prior year
quarter. Excluding the impact of the Transactions, U.S. Networks'
Adjusted OIBDA increased 3% and Pro Forma Adjusted OIBDA increased
1%.
International Networks
(dollars in
millions)
|
|
Three Months Ended
March 31,
|
|
|
2018
|
|
2017
|
|
Change
|
Revenues:
|
|
|
|
|
|
|
Distribution
|
|
$
|
537
|
|
|
$
|
447
|
|
|
20
|
%
|
Advertising
|
|
385
|
|
|
282
|
|
|
37
|
%
|
Other
|
|
176
|
|
|
18
|
|
|
NM
|
Total
revenues
|
|
$
|
1,098
|
|
|
$
|
747
|
|
|
47
|
%
|
Adjusted
OIBDA
|
|
$
|
137
|
|
|
$
|
194
|
|
|
(29)
|
%
|
International Networks' revenues for the first quarter of 2018
increased 47% to $1,098 million.
Excluding the impact of the acquisition of Scripps and currency
effects, International Networks' revenues increased 28%, driven by
10% growth in distribution revenues, 11% growth in advertising
revenues and significant growth in other revenues. On a Pro Forma
basis, excluding currency effects, International Networks' revenues
increased 26%, driven by a 9% increase in distribution revenues,
11% growth in advertising revenues and a significant increase in
other revenues. Pro Forma distribution revenue growth was primarily
due to increases in digital revenue and higher contractual rates in
Europe following further
investment in sports content, contributions from content deliveries
under licensing agreements in Asia
and increases in rates in Latin
America, partially offset by decreases in subscribers in
Latin America and decreases in
contractual rates in Asia. Pro
Forma advertising revenues increased primarily due to increases in
pricing and volume across key markets in Europe and increases in ratings from coverage
of the Olympics, partially offset by lower pricing and delivery in
Latin America and Asia. The significant growth in other revenues
is primarily due to sublicensing of Olympics sports rights to
broadcast networks throughout Europe.
Operating expenses for International Networks on a reported
basis increased 74% compared with the prior year quarter. Excluding
the impact of the acquisition of Scripps and foreign currency
exchange rates, operating expenses increased 51% as costs of
revenues increased 66% and SG&A increased 17%. On a Pro Forma
basis, excluding currency effects, operating expenses increased 44%
as costs of revenues increased 58% and SG&A increased 15%, with
all cost increases primarily due to the timing of costs associated
with the Olympics.
International Networks' Adjusted OIBDA decreased 29% to
$137 million. Excluding the impact of
the acquisition of Scripps and currency effects, International
Networks' Adjusted OIBDA decreased 37%, while on a Pro Forma basis,
excluding currency effects, Adjusted OIBDA declined 30% primarily
due to the timing of revenues versus costs associated with the
Olympics.
Education and Other
(dollars in
millions)
|
|
Three Months Ended
March 31,
|
|
|
2018
|
|
2017
|
|
Change
|
Revenues
|
|
$
|
35
|
|
|
$
|
37
|
|
|
(5)%
|
|
Adjusted
OIBDA
|
|
$
|
3
|
|
|
$
|
(6)
|
|
|
NM
|
Education and Other revenues for the first quarter of 2018
decreased $2 million and Adjusted
OIBDA increased $9 million, both
primarily due to the sale of the Raw and Betty production studios
on April 29, 2017.
Corporate and Inter-Segment Eliminations
Adjusted
OIBDA for the first quarter of 2018 declined 10% primarily due to
increased personnel costs following the consolidation of Scripps.
Excluding the impact of the Transactions and the impact of foreign
currency fluctuations, Adjusted OIBDA decreased 8% due to increased
cloud playout costs and personnel related to data analytics and
information security. On a Pro Forma basis, excluding currency
effects, Adjusted OIBDA decreased 2% compared with the prior year
quarter.
OTHER ITEMS
Scripps Networks Interactive, Inc.
On March 6, 2018, Discovery merged with Scripps
pursuant to the Agreement and Plan of Merger by and among
Discovery, Scripps and Skylight Merger Sub, Inc. dated July 30, 2017. The merger consideration consisted
of: (i) for Scripps shareholders who did not make an election or
elected the mixed consideration, $65.82 in cash and 1.0584 shares of Discovery
Series C common stock for each Scripps share, (ii) for Scripps
shareholders that elected the cash consideration, $90.00 in cash for each Scripps share, and (iii)
for Scripps shareholders that elected the stock consideration,
3.9392 shares of Discovery Series C common stock for each Scripps
share, in accordance with the terms and conditions set forth in the
merger agreement.
Discovery Education
On April
30, 2018, the Company closed the previously announced sale
of a controlling equity stake in its Education business to
Francisco Partners for cash of $120
million, and will be unconsolidated as of this date. The
Company will retain a 12.5% equity interest and license the
Discovery Education brand to the business.
FULL YEAR 2018 OUTLOOK(1)
Discovery will provide forward-looking guidance in connection
with this quarterly earnings announcement on its quarterly earnings
conference call and webcast referenced hereafter.
(1)
|
Discovery is unable
to provide a reconciliation of the forward-looking guidance to GAAP
measures as, at this time, Discovery cannot determine all of the
adjustments that would be required.
|
NM: Not
Meaningful
|
NON-GAAP FINANCIAL MEASURES
In addition to the results prepared in accordance with U.S.
generally accepted accounting principles ("GAAP") provided in this
release, the Company has presented Adjusted OIBDA, Adjusted EPS and
free cash flow. These non-GAAP measures should be considered in
addition to, but not as a substitute for, operating income, net
income, earnings per diluted share and other measures of financial
performance reported in accordance with GAAP. Please review
the supplemental financial schedules beginning on page 15 for
reconciliations to the most comparable GAAP measures.
Adjusted OIBDA and Adjusted OIBDA Excluding the Impact of
Currency Effects
The Company evaluates the operating
performance of its segments based on financial measures such as
revenues and Adjusted OIBDA. Adjusted OIBDA is defined as operating
income excluding: (i) mark-to-market share-based compensation, (ii)
depreciation and amortization, (iii) restructuring and other
charges, (iv) certain impairment charges, (v) gains and losses on
business and asset dispositions, (vi) certain inter-segment
eliminations related to production studios, and (vii) third-party
transaction costs directly related to the acquisition of Scripps
Networks and planned integration.
The Company uses Adjusted OIBDA to assess the 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.
The Company excludes mark-to-market share-based compensation,
depreciation and amortization, restructuring and other charges,
certain impairment charges, gains and losses on business and asset
dispositions, certain inter-segment eliminations related to
production studios, and third-party transaction costs directly
related to the acquisition of Scripps and planned integration from
the calculation of Adjusted OIBDA due to their impact on
comparability between periods. Refer to the comments that follow
for our methodology for calculating growth rates excluding the
impact of currency effects.
Adjusted EPS and Adjusted EPS Excluding the Impact of
Currency Effects
Adjusted EPS is defined as earnings
excluding the impact of amortization of acquisition-related
intangible assets per diluted share. The Company believes Adjusted
EPS is relevant to investors because this metric allows them to
evaluate the performance of the Company's operations exclusive of
the non-cash amortization of acquisition-related intangible assets
that impact the comparability of results from period to period.
Refer to the comments that follow for our methodology for
calculating growth rates excluding the impact of currency
effects.
Methodology for Calculating Growth Rates Excluding the Impact
of Currency Effects
The impact of exchange rates on our
business is an important factor in understanding period-to-period
comparisons of our results. For example, our international revenues
are favorably impacted as the U.S. dollar weakens relative to other
foreign currencies, and unfavorably impacted as the U.S dollar
strengthens relative to other foreign currencies. We believe the
presentation of results on a constant currency basis ("ex-FX"), in
addition to results reported in accordance with GAAP, provides
useful information about our operating performance because the
presentation ex-FX excludes the effects of foreign currency
volatility and highlights our core operating results. The
presentation of results on a constant currency basis should be
considered in addition to, but not a substitute for, measures of
financial performance reported in accordance with GAAP.
The ex-FX change represents the percentage change on a
period-over-period basis adjusted for foreign currency impacts. The
ex-FX change is calculated as the difference between the current
year amounts translated at a baseline rate (which is based on a
spot rate for each of our currencies determined early in the fiscal
year as part of our forecasting process) (the "2018 Baseline Rate")
and the prior year amounts translated at the same 2018 Baseline
Rate. In addition, consistent with the assumption of a constant
currency environment, our ex-FX results exclude the impact of our
foreign currency hedging activities as well as realized and
unrealized foreign currency transaction gains and losses. Results
on a constant currency basis, as we present them, may not be
comparable to similarly titled measures used by other
companies.
Free Cash Flow
The Company defines free cash flow as
cash provided by operating activities 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 stockholders.
Pro Forma Adjustments
The total company, U.S.
Networks, International Networks and Corporate and inter-segment
eliminations Pro Forma information is based on the historical
operating results of the respective businesses as applicable to
each segment and includes adjustments directly attributable to the
Transactions as if they had occurred on January 1, 2017, such as:
- The impact of the purchase price allocation of consideration
transferred to the fair value of assets, liabilities, and
noncontrolling interests, such as intangible amortization;
- Adjustments to remove items associated with the Transactions
that will not have a continuing impact on the combined entity, such
as transaction costs and the impact of employee retention
agreements; and
- Changes to align accounting policies.
Adjustments do not include costs related to integration
activities, cost savings or synergies that have been or may be
achieved by the combined businesses. Pro Forma amounts are not
necessarily indicative of what our results would have been had we
operated the acquired businesses since January 1, 2017, and should not be taken as
indicative of the Company's future consolidated results of
operations.
Conference Call Information
Discovery, Inc. will host
a conference call today, May 8, 2018 at 8:30 a.m. ET to discuss its first quarter
results. To listen to the call, visit
https://corporate.discovery.com or dial 1-844-452-2811 inside the
U.S. and 1-574-990-9832 outside of the U.S., using the passcode:
DISCA.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains certain
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are based on current expectations, forecasts and
assumptions that involve risks and uncertainties and on information
available to the Company as of the date hereof. 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 28, 2018. 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, statements regarding investing in the Company's
programming, strategic growth initiatives, and the timing and
effects of the Scripps acquisition and related transactions. 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,
INC.
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
(unaudited; in
millions, except per share amounts)
|
|
|
|
Three Months Ended
March 31,
|
|
|
2018
|
|
2017
|
Revenues:
|
|
|
Distribution
|
|
$
|
1,051
|
|
|
$
|
855
|
|
Advertising
|
|
1,012
|
|
|
687
|
|
Other
|
|
244
|
|
|
71
|
|
Total
revenues
|
|
2,307
|
|
|
1,613
|
|
Costs and
expenses:
|
|
|
|
|
Costs of revenues,
excluding depreciation and amortization
|
|
1,060
|
|
|
607
|
|
Selling, general and
administrative
|
|
609
|
|
|
415
|
|
Depreciation and
amortization
|
|
193
|
|
|
80
|
|
Restructuring and
other charges
|
|
241
|
|
|
24
|
|
Total costs and
expenses
|
|
2,103
|
|
|
1,126
|
|
Operating
income
|
|
204
|
|
|
487
|
|
Interest
expense
|
|
(177)
|
|
|
(91)
|
|
Loss on
extinguishment of debt
|
|
—
|
|
|
(54)
|
|
Loss from equity
investees, net
|
|
(22)
|
|
|
(53)
|
|
Other expense,
net
|
|
(22)
|
|
|
(13)
|
|
(Loss) income before
income taxes
|
|
(17)
|
|
|
276
|
|
Income tax benefit
(expense)
|
|
20
|
|
|
(55)
|
|
Net income
|
|
3
|
|
|
221
|
|
Net income
attributable to noncontrolling interests
|
|
(5)
|
|
|
—
|
|
Net income
attributable to redeemable noncontrolling interests
|
|
(6)
|
|
|
(6)
|
|
Net (loss) income
available to Discovery, Inc.
|
|
$
|
(8)
|
|
|
$
|
215
|
|
|
|
|
|
|
Net (loss) income per
share available to Discovery, Inc.
Series A, B and
C common stockholders:
|
|
|
|
|
Basic
|
|
$
|
(0.01)
|
|
|
$
|
0.37
|
|
Diluted(1)
|
|
$
|
(0.01)
|
|
|
$
|
0.37
|
|
|
|
|
|
|
Weighted average
shares outstanding:
|
|
|
|
|
Basic
|
|
422
|
|
|
389
|
|
Diluted(1)
|
|
609
|
|
|
588
|
|
|
|
(1)
|
Diluted shares adjust
for the potential dilution that would occur if common stock
equivalents, including convertible preferred stock and share-based
awards, were converted into common stock or exercised.
|
DISCOVERY,
INC.
|
CONSOLIDATED
BALANCE SHEETS
|
(unaudited; in
millions, except par value)
|
|
|
|
March 31,
2018
|
|
December 31,
2017
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
812
|
|
|
$
|
7,309
|
|
Receivables,
net
|
|
2,654
|
|
|
1,838
|
|
Content rights,
net
|
|
419
|
|
|
410
|
|
Prepaid expenses and
other current assets
|
|
636
|
|
|
434
|
|
Total current
assets
|
|
4,521
|
|
|
9,991
|
|
|
|
|
|
|
Noncurrent content
rights, net
|
|
3,323
|
|
|
2,213
|
|
Property and
equipment, net
|
|
928
|
|
|
597
|
|
Goodwill,
net
|
|
13,102
|
|
|
7,073
|
|
Intangible assets,
net
|
|
10,825
|
|
|
1,770
|
|
Equity method
investments, including note receivable
|
|
1,231
|
|
|
335
|
|
Other noncurrent
assets
|
|
728
|
|
|
576
|
|
Total
assets
|
|
$
|
34,658
|
|
|
$
|
22,555
|
|
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
|
$
|
283
|
|
|
$
|
277
|
|
Accrued
liabilities
|
|
1,730
|
|
|
1,309
|
|
Deferred
revenues
|
|
299
|
|
|
255
|
|
Current portion of
debt
|
|
153
|
|
|
30
|
|
Total current
liabilities
|
|
2,465
|
|
|
1,871
|
|
|
|
|
|
|
Noncurrent portion of
debt
|
|
19,214
|
|
|
14,755
|
|
Deferred income
taxes
|
|
1,994
|
|
|
319
|
|
Other noncurrent
liabilities
|
|
972
|
|
|
587
|
|
Total
liabilities
|
|
24,645
|
|
|
17,532
|
|
|
|
|
|
|
Redeemable
noncontrolling interests
|
|
419
|
|
|
413
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
Discovery, Inc.
stockholders' equity:
|
|
|
|
|
Series A-1
convertible preferred stock: $0.01 par value;
8 authorized; 8
shares issued
|
|
—
|
|
|
—
|
|
Series C-1
convertible preferred stock: $0.01 par value;
6 authorized; 6
shares issued
|
|
—
|
|
|
—
|
|
Series A common
stock: $0.01 par value;
1,700 shares
authorized; 159 and 157 shares issued
|
|
1
|
|
|
1
|
|
Series B
convertible common stock: $0.01 par value;
100 shares authorized; 7 shares issued
|
|
—
|
|
|
—
|
|
Series C common
stock: $0.01 par value;
2,000 shares
authorized; 524 and 383 shares
issued
|
|
5
|
|
|
4
|
|
Additional paid-in
capital
|
|
10,576
|
|
|
7,295
|
|
Treasury stock, at
cost
|
|
(6,737)
|
|
|
(6,737)
|
|
Retained
earnings
|
|
4,657
|
|
|
4,632
|
|
Accumulated other
comprehensive loss
|
|
(613)
|
|
|
(585)
|
|
Total Discovery, Inc.
stockholders' equity
|
|
7,889
|
|
|
4,610
|
|
Noncontrolling
interests
|
|
1,705
|
|
|
—
|
|
Total
equity
|
|
9,594
|
|
|
4,610
|
|
Total liabilities and
equity
|
|
$
|
34,658
|
|
|
$
|
22,555
|
|
DISCOVERY,
INC.
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
(unaudited; in
millions)
|
|
|
Three Months Ended
March 31,
|
|
2018
|
|
2017
|
Operating
Activities
|
|
|
|
Net income
|
$
|
3
|
|
|
$
|
221
|
|
Adjustments to
reconcile net income to cash provided by operating activities:
|
|
|
|
Share-based
compensation expense
|
15
|
|
|
21
|
|
Depreciation and
amortization
|
193
|
|
|
80
|
|
Content expense and
impairment
|
751
|
|
|
458
|
|
Equity in losses of
investee companies and cash distributions
|
36
|
|
|
54
|
|
Deferred income
taxes
|
(35)
|
|
|
(34)
|
|
Loss on
extinguishment of debt
|
—
|
|
|
54
|
|
Other, net
|
67
|
|
|
3
|
|
Changes in operating
assets and liabilities,
net of
acquisitions and dispositions:
|
|
|
|
Receivables,
net
|
(36)
|
|
|
(44)
|
|
Content rights and
payables, net
|
(698)
|
|
|
(474)
|
|
Accounts payable and
accrued liabilities
|
(171)
|
|
|
(121)
|
|
Share-based
compensation liabilities
|
—
|
|
|
(1)
|
|
Income taxes
receivable and prepaid income taxes
|
(42)
|
|
|
48
|
|
Foreign currency and
other, net
|
77
|
|
|
(10)
|
|
Cash provided by
operating activities
|
160
|
|
|
255
|
|
|
|
|
|
Investing
Activities
|
|
|
|
Business
acquisitions, net of cash acquired
|
(8,565)
|
|
|
—
|
|
Payments for
investments
|
(22)
|
|
|
(188)
|
|
Distributions from
equity method investees
|
—
|
|
|
5
|
|
Purchases of property
and equipment
|
(48)
|
|
|
(47)
|
|
Payments for
derivative instruments, net
|
(42)
|
|
|
5
|
|
Other investing
activities, net
|
2
|
|
|
1
|
|
Cash used in
investing activities
|
(8,675)
|
|
|
(224)
|
|
|
|
|
|
Financing
Activities
|
|
|
|
Commercial paper
repayments, net
|
—
|
|
|
54
|
|
Borrowings under
revolving credit facility
|
—
|
|
|
150
|
|
Borrowings under term
loan agreements
|
2,000
|
|
|
—
|
|
Principal repayments
of revolving credit facility
|
—
|
|
|
(125)
|
|
Borrowings from debt,
net of discount and including premiums
|
—
|
|
|
659
|
|
Principal repayments
of debt, including discount payment and
premiums to par
value
|
—
|
|
|
(650)
|
|
Principal repayments
of capital lease obligations
|
(13)
|
|
|
(13)
|
|
Repurchases of
stock
|
—
|
|
|
(200)
|
|
Cash settlement of
common stock repurchase contracts
|
—
|
|
|
58
|
|
Distributions to
redeemable noncontrolling interests
|
(2)
|
|
|
(3)
|
|
Share-based plan
payments (proceeds), net
|
23
|
|
|
(8)
|
|
Borrowings under
program financing line of credit
|
22
|
|
|
—
|
|
Other financing
activities, net
|
(11)
|
|
|
(6)
|
|
Cash provided by
(used in) financing activities
|
2,019
|
|
|
(84)
|
|
|
|
|
|
Effect of exchange
rate changes on cash and cash equivalents
|
(1)
|
|
|
20
|
|
|
|
|
|
Net change in cash
and cash equivalents
|
(6,497)
|
|
|
(33)
|
|
Cash and cash
equivalents, beginning of period
|
7,309
|
|
|
300
|
|
Cash and cash
equivalents, end of period
|
$
|
812
|
|
|
$
|
267
|
|
DISCOVERY,
INC. SUPPLEMENTAL FINANCIAL DATA UNAUDITED
SELECTED PRO FORMA FINANCIALS(1) (unaudited;
amounts in millions)
|
|
TOTAL COMPANY
REPORTED AND PRO FORMA FINANCIAL RESULTS
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Actual
Increase
(Decrease)
|
|
Pro Forma
Increase
(Decrease)
|
|
Pro
Forma
Ex-
FX(2)
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
$
|
%
|
|
$
|
%
|
|
%
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
|
$
|
1,051
|
|
|
$
|
177
|
|
|
$
|
1,228
|
|
|
$
|
855
|
|
|
$
|
278
|
|
|
$
|
1,133
|
|
|
$
|
196
|
|
23
|
%
|
|
$
|
95
|
|
8
|
%
|
|
5
|
%
|
Advertising
|
1,012
|
|
|
425
|
|
|
1,437
|
|
|
687
|
|
|
642
|
|
|
1,329
|
|
|
325
|
|
47
|
%
|
|
108
|
|
8
|
%
|
|
5
|
%
|
Other
|
244
|
|
|
21
|
|
|
265
|
|
|
71
|
|
|
36
|
|
|
107
|
|
|
173
|
|
NM
|
|
158
|
|
NM
|
|
NM
|
Total
revenues
|
2,307
|
|
|
623
|
|
|
2,930
|
|
|
1,613
|
|
|
956
|
|
|
2,569
|
|
|
694
|
|
43
|
%
|
|
361
|
|
14
|
%
|
|
10
|
%
|
Costs of
revenues,
excluding
depreciation and
amortization
|
1,060
|
|
|
216
|
|
|
1,276
|
|
|
607
|
|
|
307
|
|
|
914
|
|
|
453
|
|
75
|
%
|
|
362
|
|
40
|
%
|
|
32
|
%
|
Selling, general
and
administrative
|
550
|
|
|
160
|
|
|
710
|
|
|
403
|
|
|
265
|
|
|
668
|
|
|
147
|
|
36
|
%
|
|
42
|
|
6
|
%
|
|
3
|
%
|
Adjusted
OIBDA(3)
|
$
|
697
|
|
|
$
|
247
|
|
|
$
|
944
|
|
|
$
|
603
|
|
|
$
|
384
|
|
|
$
|
987
|
|
|
$
|
94
|
|
16
|
%
|
|
$
|
(43)
|
|
(4)
|
%
|
|
(6)
|
%
|
UNAUDITED
RECONCILIATION OF REPORTED AND PROFORMA OPERATING INCOME TO
ADJUSTED
OPERATING INCOME BEFORE DEPRECIATION AND
AMORTIZATION
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Actual
Increase
(Decrease)
|
|
Pro Forma
Increase
(Decrease)
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
$
|
%
|
|
$
|
%
|
Operating
income
|
$
|
204
|
|
|
$
|
129
|
|
|
$
|
333
|
|
|
$
|
487
|
|
|
$
|
66
|
|
|
$
|
553
|
|
|
$
|
(283)
|
|
(58)
|
%
|
|
$
|
(220)
|
|
(40)
|
%
|
Restructuring and
other charges
|
241
|
|
|
10
|
|
|
251
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
217
|
|
NM
|
|
227
|
|
NM
|
Depreciation and
amortization
|
193
|
|
|
156
|
|
|
349
|
|
|
80
|
|
|
315
|
|
|
395
|
|
|
113
|
|
NM
|
|
(46)
|
|
(12)
|
%
|
Mark-to-market
share-based
compensation
|
3
|
|
|
—
|
|
|
3
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
(9)
|
|
(75)
|
%
|
|
(9)
|
|
(75)
|
%
|
Scripps
transaction
and integration
costs
|
56
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
—
|
%
|
|
56
|
|
—
|
%
|
Adjusted
OIBDA(3)
|
$
|
697
|
|
|
$
|
247
|
|
|
$
|
944
|
|
|
$
|
603
|
|
|
$
|
384
|
|
|
$
|
987
|
|
|
$
|
94
|
|
16
|
%
|
|
$
|
(43)
|
|
(4)
|
%
|
|
|
(1)
|
Pro Forma is defined
as the results of the Company as if the Transactions had occurred
on January 1, 2017. Refer to page 6 for full list of adjustments to
Pro Forma results.
|
(2)
|
Refer to page 5 for
our methodology for calculating growth rates excluding the impact
of currency effects.
|
(3)
|
See full definition
of Adjusted OIBDA on page 5.
|
|
NM: Not
Meaningful
|
DISCOVERY,
INC. SUPPLEMENTAL FINANCIAL DATA UNAUDITED PRO
FORMA RECONCILIATION OF ADJUSTED OPERATING INCOME
BEFORE DEPRECIATION AND AMORTIZATION YEAR ENDED
DECEMBER 2017 (unaudited; amounts in
millions)
|
|
U.S. NETWORKS
REPORTED AND PRO FORMA FINANCIAL RESULTS
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Actual
Increase
(Decrease)
|
|
Pro Forma
Increase
(Decrease)
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
$
|
%
|
|
$
|
%
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
|
$
|
514
|
|
|
$
|
156
|
|
|
$
|
670
|
|
|
$
|
408
|
|
|
$
|
251
|
|
|
$
|
659
|
|
|
$
|
106
|
|
26
|
%
|
|
$
|
11
|
|
2
|
%
|
Advertising
|
627
|
|
|
356
|
|
|
983
|
|
|
405
|
|
|
561
|
|
|
966
|
|
|
222
|
|
55
|
%
|
|
17
|
|
2
|
%
|
Other
|
33
|
|
|
7
|
|
|
40
|
|
|
16
|
|
|
23
|
|
|
39
|
|
|
17
|
|
NM
|
|
1
|
|
3
|
%
|
Total
revenues
|
1,174
|
|
|
519
|
|
|
1,693
|
|
|
829
|
|
|
835
|
|
|
1,664
|
|
|
345
|
|
42
|
%
|
|
29
|
|
2
|
%
|
Costs of
revenues,
excluding depreciation
and amortization
|
321
|
|
|
165
|
|
|
486
|
|
|
210
|
|
|
243
|
|
|
453
|
|
|
111
|
|
53
|
%
|
|
33
|
|
7
|
%
|
Selling, general
and
administrative
|
201
|
|
|
110
|
|
|
311
|
|
|
118
|
|
|
202
|
|
|
320
|
|
|
83
|
|
70
|
%
|
|
(9)
|
|
(3)
|
%
|
Adjusted
OIBDA(3)
|
$
|
652
|
|
|
$
|
244
|
|
|
$
|
896
|
|
|
$
|
501
|
|
|
$
|
390
|
|
|
$
|
891
|
|
|
$
|
151
|
|
30
|
%
|
|
$
|
5
|
|
1
|
%
|
UNAUDITED
RECONCILIATION OF U.S. NETWORKS' REPORTED AND PRO FORMA OPERATING
INCOME TO
ADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND
AMORTIZATION
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Actual
Increase
(Decrease)
|
|
Pro Forma
Increase
(Decrease)
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
$
|
%
|
|
$
|
%
|
Operating
income
|
$
|
515
|
|
|
$
|
99
|
|
|
$
|
614
|
|
|
$
|
483
|
|
|
$
|
101
|
|
|
$
|
584
|
|
|
$
|
32
|
|
7
|
%
|
|
$
|
30
|
|
5
|
%
|
Depreciation and
amortization
|
100
|
|
|
141
|
|
|
241
|
|
|
8
|
|
|
297
|
|
|
305
|
|
|
92
|
|
NM
|
|
(64)
|
|
(21)
|
%
|
Restructuring and
other
charges
|
34
|
|
|
8
|
|
|
42
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
30
|
|
NM
|
|
38
|
|
NM
|
Inter-segment
eliminations
|
3
|
|
|
(4)
|
|
|
(1)
|
|
|
6
|
|
|
(8)
|
|
|
(2)
|
|
|
(3)
|
|
(50)
|
%
|
|
1
|
|
(50)
|
%
|
Adjusted
OIBDA(2)
|
$
|
652
|
|
|
$
|
244
|
|
|
$
|
896
|
|
|
$
|
501
|
|
|
$
|
390
|
|
|
$
|
891
|
|
|
$
|
151
|
|
30
|
%
|
|
$
|
5
|
|
1
|
%
|
|
|
(1)
|
Pro Forma is defined
as the results of the Company as if the Transactions had occurred
on January 1, 2017. Refer to page 6 for full list of adjustments to
Pro Forma results.
|
(2)
|
See full definition
of Adjusted OIBDA on page 5.
|
|
NM: Not
Meaningful
|
DISCOVERY,
INC. SUPPLEMENTAL FINANCIAL DATA UNAUDITED
SELECTED PRO FORMA FINANCIALS(1) (unaudited;
amounts in millions)
|
|
INTERNATIONAL
NETWORKS REPORTED AND PRO FORMA FINANCIAL
RESULTS
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Actual
Increase
(Decrease)
|
|
Pro Forma
Increase
(Decrease)
|
|
Pro
Forma Ex-
FX(2)
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
$
|
%
|
|
$
|
%
|
|
%
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
|
$
|
537
|
|
|
$
|
21
|
|
|
$
|
558
|
|
|
$
|
447
|
|
|
$
|
27
|
|
|
$
|
474
|
|
|
$
|
90
|
|
20
|
%
|
|
$
|
84
|
|
18
|
%
|
|
9
|
%
|
Advertising
|
385
|
|
|
69
|
|
|
454
|
|
|
282
|
|
|
81
|
|
|
363
|
|
|
103
|
|
37
|
%
|
|
91
|
|
25
|
%
|
|
11
|
%
|
Other
|
176
|
|
|
14
|
|
|
190
|
|
|
18
|
|
|
13
|
|
|
31
|
|
|
158
|
|
NM
|
|
159
|
|
NM
|
|
NM
|
Total
revenues
|
1,098
|
|
|
104
|
|
|
1,202
|
|
|
747
|
|
|
121
|
|
|
868
|
|
|
351
|
|
47
|
%
|
|
334
|
|
38
|
%
|
|
26
|
%
|
Costs of
revenues,
excluding
depreciation and
amortization
|
727
|
|
|
51
|
|
|
778
|
|
|
381
|
|
|
64
|
|
|
445
|
|
|
346
|
|
91
|
%
|
|
333
|
|
75
|
%
|
|
58
|
%
|
Selling, general
and
administrative
|
234
|
|
|
27
|
|
|
261
|
|
|
172
|
|
|
34
|
|
|
206
|
|
|
62
|
|
36
|
%
|
|
55
|
|
27
|
%
|
|
15
|
%
|
Adjusted
OIBDA(3)
|
$
|
137
|
|
|
$
|
26
|
|
|
$
|
163
|
|
|
$
|
194
|
|
|
$
|
23
|
|
|
$
|
217
|
|
|
$
|
(57)
|
|
(29)
|
%
|
|
$
|
(54)
|
|
(25)
|
%
|
|
(30)
|
%
|
UNAUDITED
RECONCILIATION OF INTERNATIONAL NETWORKS' OPERATING INCOME TO PRO
FORMA
ADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND
AMORTIZATION
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Actual
Increase
(Decrease)
|
|
Pro Forma
Increase
(Decrease)
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
$
|
%
|
|
$
|
%
|
Operating
income
|
$
|
(31)
|
|
|
$
|
7
|
|
|
$
|
(24)
|
|
|
$
|
123
|
|
|
$
|
(1)
|
|
|
$
|
122
|
|
|
$
|
(154)
|
|
NM
|
|
$
|
(146)
|
|
NM
|
Depreciation and
amortization
|
67
|
|
|
14
|
|
|
81
|
|
|
54
|
|
|
17
|
|
|
71
|
|
|
13
|
|
24
|
%
|
|
10
|
|
14
|
%
|
Inter-segment
eliminations
|
1
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
1
|
|
NM
|
|
(3)
|
|
(43)
|
%
|
Restructuring and
other charges
|
100
|
|
|
2
|
|
|
102
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
83
|
|
NM
|
|
85
|
|
NM
|
Adjusted
OIBDA(3)
|
$
|
137
|
|
|
$
|
26
|
|
|
$
|
163
|
|
|
$
|
194
|
|
|
$
|
23
|
|
|
$
|
217
|
|
|
$
|
(57)
|
|
(29)
|
%
|
|
$
|
(54)
|
|
(25)
|
%
|
|
|
(1)
|
Pro Forma is defined
as the results of the Company as if the Transactions had occurred
on January 1, 2017. Refer to page 6 for full list of adjustments to
Pro Forma results.
|
(2)
|
Refer to page 5 for
our methodology for calculating growth rates excluding the impact
of currency effects.
|
(3)
|
See full definition
of Adjusted OIBDA on page 5.
|
|
NM: Not
Meaningful
|
DISCOVERY,
INC. SUPPLEMENTAL FINANCIAL DATA UNAUDITED
SELECTED PRO FORMA FINANCIALS(1) (unaudited;
amounts in millions)
|
|
CORPORATE AND
INTER-SEGMENT ELIMINATIONS REPORTED AND PRO FORMA FINANCIAL
RESULTS
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Actual
Increase
(Decrease)
|
|
Pro Forma
Increase
(Decrease)
|
|
Pro
Forma
Ex-
FX(2)
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
$
|
%
|
|
$
|
%
|
|
%
|
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
%
|
|
$
|
—
|
|
—
|
%
|
|
—
|
%
|
Costs of
revenues,
excluding
depreciation and
amortization
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
—
|
%
|
|
1
|
|
NM
|
|
NM
|
Selling, general
and
administrative
|
94
|
|
|
23
|
|
|
117
|
|
|
86
|
|
|
29
|
|
|
115
|
|
|
8
|
|
9
|
%
|
|
2
|
|
2
|
%
|
|
1
|
%
|
Adjusted
OIBDA(3)
|
$
|
(95)
|
|
|
$
|
(23)
|
|
|
$
|
(118)
|
|
|
$
|
(86)
|
|
|
$
|
(29)
|
|
|
$
|
(115)
|
|
|
$
|
(9)
|
|
(10)
|
%
|
|
$
|
(3)
|
|
3
|
%
|
|
2
|
%
|
UNAUDITED
RECONCILIATION OF CORPORATE AND INTER-SEGMENT ELIMINATIONS'
OPERATING INCOME TO PRO FORMA ADJUSTED OPERATING INCOME BEFORE
DEPRECIATION AND AMORTIZATION
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Actual
Increase
(Decrease)
|
|
Pro Forma
Increase
(Decrease)
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
Actual
|
|
Pro Forma
Adjustments
|
|
Pro
Forma
|
|
$
|
%
|
|
$
|
%
|
Operating
loss
|
$
|
(285)
|
|
|
$
|
22
|
|
|
$
|
(263)
|
|
|
$
|
(117)
|
|
|
$
|
(34)
|
|
|
$
|
(151)
|
|
|
$
|
(168)
|
|
(144)
|
%
|
|
$
|
(112)
|
|
74
|
%
|
Mark-to-market
share-based
compensation
|
3
|
|
|
1
|
|
|
4
|
|
|
12
|
|
|
3
|
|
|
15
|
|
|
9
|
|
(75)
|
%
|
|
(11)
|
|
(73)
|
%
|
Depreciation and
amortization
|
24
|
|
|
1
|
|
|
25
|
|
|
17
|
|
|
1
|
|
|
18
|
|
|
(7)
|
|
41
|
%
|
|
7
|
|
39
|
%
|
Restructuring and
other charges
|
107
|
|
|
9
|
|
|
116
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
(105)
|
|
NM
|
|
114
|
|
NM
|
Scripps
transaction
and integration
costs
|
56
|
|
|
(56)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56)
|
|
—
|
%
|
|
—
|
|
—
|
%
|
Inter-segment
eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
—
|
%
|
|
(1)
|
|
(100)
|
%
|
Adjusted
OIBDA(3)
|
$
|
(95)
|
|
|
$
|
(23)
|
|
|
$
|
(118)
|
|
|
$
|
(86)
|
|
|
$
|
(29)
|
|
|
$
|
(115)
|
|
|
$
|
(9)
|
|
(10)
|
%
|
|
$
|
(3)
|
|
3
|
%
|
|
|
(1)
|
Pro Forma is defined
as the results of the Company as if the Transactions had occurred
on January 1, 2017. Refer to page 6 for full list of adjustments to
Pro Forma results.
|
(2)
|
Refer to page 5 for
our methodology for calculating growth rates excluding the impact
of currency effects.
|
(3)
|
See full definition
of Adjusted OIBDA on page 5.
|
|
NM: Not
Meaningful
|
DISCOVERY,
INC. SUPPLEMENTAL FINANCIAL DATA UNAUDITED
SELECTED PRO FORMA FINANCIALS(1) YEAR ENDED
DECEMBER 31, 2017 (unaudited; amounts in
millions)
|
|
2017 FULL YEAR
REPORTED AND PRO FORMA FINANCIAL RESULTS
|
|
|
|
Year Ended
December 31, 2017
|
|
Discovery
Actual(2)
|
|
Pro Forma
Adjustments(3)
|
|
Pro
Forma(1)
|
Revenues:
|
|
|
|
|
|
Distribution
|
$
|
3,072
|
|
|
$
|
2,678
|
|
|
$
|
5,750
|
|
Advertising
|
3,474
|
|
|
1,090
|
|
|
4,564
|
|
Other
|
327
|
|
|
150
|
|
|
476
|
|
Total
revenues
|
6,873
|
|
|
3,918
|
|
|
10,790
|
|
Costs of revenues,
excluding depreciation and amortization
|
2,655
|
|
|
1,388
|
|
|
4,043
|
|
Selling, general and
administrative
|
1,686
|
|
|
1,006
|
|
|
2,693
|
|
Adjusted
OIBDA(4)
|
$
|
2,531
|
|
|
$
|
1,523
|
|
|
$
|
4,055
|
|
UNAUDITED
RECONCILIATION OF 2017 OPERATING INCOME TO PRO FORMA ADJUSTED
OPERATING
INCOME BEFORE DEPRECIATION AND AMORTIZATION
|
|
|
Year Ended
December 31, 2017
|
|
Discovery
Actual(2)
|
|
Pro Forma
Adjustments(3)
|
|
Pro
Forma(1)
|
Operating
income
|
$
|
713
|
|
|
$
|
332
|
|
|
$
|
1,045
|
|
Depreciation &
amortization
|
1,657
|
|
|
1,255
|
|
|
2,912
|
|
Mark-to-market
share-based compensation
|
3
|
|
|
7
|
|
|
11
|
|
Inter-segment
eliminations
|
—
|
|
|
—
|
|
|
—
|
|
Loss on sale of
business
|
4
|
|
|
—
|
|
|
4
|
|
Restructuring and
other charges
|
154
|
|
|
(70)
|
|
|
84
|
|
Adjusted
OIBDA(4)
|
$
|
2,531
|
|
|
$
|
1,523
|
|
|
$
|
4,055
|
|
|
|
(1)
|
Pro Forma is defined
as the results of the Company as if the Transactions had occurred
on January 1, 2017. Refer to page 6 for full list of adjustments to
Pro Forma results.
|
(2)
|
The Discovery actual
column excludes the impact from the Transactions.
|
(3)
|
The Pro Forma
adjustments column includes the impact from the consolidations of
VTEN and OWN as well as the acquisition of Scripps.
|
(4)
|
See full definition
of Adjusted OIBDA on page 5.
|
DISCOVERY,
INC. SUPPLEMENTAL FINANCIAL DATA RECONCILIATION
OF NET INCOME TO ADJUSTED OPERATING INCOME BEFORE
DEPRECIATION AND AMORTIZATION (unaudited; in
millions)
|
|
|
|
Three Months Ended
March 31, 2018
|
|
|
U.S.
Networks
|
|
International
Networks
|
|
Education
and Other
|
|
Corporate
and Inter-
Segment
Eliminations
|
|
Total
|
Net income available
to Discovery
Communications, Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(8)
|
|
Net income
attributable to redeemable
noncontrolling interests
|
|
|
|
|
|
|
|
|
|
6
|
|
Net income
attributable to noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
5
|
|
Income tax
benefit
|
|
|
|
|
|
|
|
|
|
(20)
|
|
Other expense,
net
|
|
|
|
|
|
|
|
|
|
22
|
|
Loss from equity
investees, net
|
|
|
|
|
|
|
|
|
|
22
|
|
Loss on
extinguishment of debt
|
|
|
|
|
|
|
|
|
|
—
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
177
|
|
Operating
income
|
|
515
|
|
|
(31)
|
|
|
5
|
|
|
(285)
|
|
|
204
|
|
Restructuring and
other charges
|
|
34
|
|
|
100
|
|
|
—
|
|
|
107
|
|
|
241
|
|
Depreciation and
amortization
|
|
100
|
|
|
67
|
|
|
2
|
|
|
24
|
|
|
193
|
|
Mark-to-market
share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Scripps transaction
and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
56
|
|
Total Adjusted
OIBDA
|
|
$
|
652
|
|
|
$
|
137
|
|
|
$
|
3
|
|
|
$
|
(95)
|
|
|
$
|
697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2017
|
|
|
U.S.
Networks
|
|
International
Networks
|
|
Education
and Other
|
|
Corporate
and Inter-
Segment
Eliminations
|
|
Total
|
Net income available
to Discovery
Communications, Inc.
|
|
|
|
|
|
|
|
|
|
$
|
215
|
|
Net income
attributable to redeemable
noncontrolling interests
|
|
|
|
|
|
|
|
|
|
—
|
|
Net income
attributable to noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
6
|
|
Income tax
expense
|
|
|
|
|
|
|
|
|
|
55
|
|
Other expense,
net
|
|
|
|
|
|
|
|
|
|
13
|
|
Loss from equity
investees, net
|
|
|
|
|
|
|
|
|
|
53
|
|
Loss on
extinguishment of debt
|
|
|
|
|
|
|
|
|
|
54
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
91
|
|
Operating
income
|
|
483
|
|
|
123
|
|
|
(2)
|
|
|
(117)
|
|
|
487
|
|
Loss (gain) on
disposition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Restructuring and
other charges
|
|
4
|
|
|
17
|
|
|
1
|
|
|
2
|
|
|
24
|
|
Depreciation and
amortization
|
|
8
|
|
|
54
|
|
|
1
|
|
|
17
|
|
|
80
|
|
Mark-to-market
share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
Total Adjusted
OIBDA
|
|
$
|
501
|
|
|
$
|
194
|
|
|
$
|
(6)
|
|
|
$
|
(86)
|
|
|
$
|
603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISCOVERY,
INC. SUPPLEMENTAL FINANCIAL DATA SELECTED
FINANCIAL DETAIL (unaudited; in millions, except per
share amounts)
|
|
EARNINGS PER
SHARE
|
|
|
|
Three Months Ended
March 31,
|
|
|
2018
|
|
2017
|
Numerator:
|
|
|
|
|
Net income
|
|
$
|
3
|
|
|
$
|
221
|
|
Less:
|
|
|
|
|
Allocation of
undistributed income to Series A-1 convertible preferred
stock
|
|
1
|
|
|
(26)
|
|
Net income
attributable to noncontrolling interests
|
|
(5)
|
|
|
—
|
|
Net income
attributable to redeemable noncontrolling interests
|
|
(6)
|
|
|
(6)
|
|
Net (loss) income
available to Discovery, Inc. Series A, B and C common and Series
C-1 convertible preferred stockholders for basic net (loss) income
per share
|
|
$
|
(7)
|
|
|
$
|
189
|
|
Allocation of net
(loss) income available to Discovery, Inc. Series A, B and C common
stockholders and Series C-1 convertible preferred stockholders for
basic net (loss) income per share:
|
|
|
|
|
Series A, B and C
common stockholders
|
|
(6)
|
|
|
143
|
|
Series C-1
convertible preferred stockholders
|
|
(1)
|
|
|
46
|
|
Total
|
|
(7)
|
|
|
189
|
|
|
|
|
|
|
Add:
|
|
|
|
|
Allocation of
undistributed (loss) income to Series A-1 convertible preferred
stockholders
|
|
(1)
|
|
|
26
|
|
Net (loss) income
available to Discovery, Inc. Series A, B and C common stockholders
for diluted net income per share
|
|
$
|
(8)
|
|
|
$
|
215
|
|
|
|
|
|
|
Denominator —
weighted average:
|
|
|
|
|
Series A, B and C
common shares outstanding — basic
|
|
422
|
|
|
389
|
|
Impact of assumed
preferred stock conversion
|
|
187
|
|
|
195
|
|
Dilutive effect of
share-based awards
|
|
—
|
|
|
4
|
|
Series A, B and C
common shares outstanding — diluted
|
|
609
|
|
|
588
|
|
Series C-1
convertible preferred stock outstanding — basic and
diluted
|
|
6
|
|
|
7
|
|
|
|
|
|
|
Basic net (loss)
income per share available to Discovery, Inc. Series A, B and C
common and Series C-1 convertible preferred
stockholders:
|
|
|
|
|
Series A, B and C
common stockholders
|
|
$
|
(0.01)
|
|
|
$
|
0.37
|
|
Series C-1
convertible preferred stockholders
|
|
$
|
(0.25)
|
|
|
$
|
7.11
|
|
|
|
|
|
|
Diluted net (loss)
income per share available to Discovery, Inc. Series A, B and C
common and Series C-1 convertible preferred
stockholders:
|
|
|
|
|
Series A, B and C
common stockholders
|
|
$
|
(0.01)
|
|
|
$
|
0.37
|
|
Series C-1
convertible preferred stockholders
|
|
$
|
(0.25)
|
|
|
$
|
7.06
|
|
DISCOVERY,
INC. SUPPLEMENTAL FINANCIAL DATA SELECTED
FINANCIAL DETAIL (unaudited; in millions, except per
share amounts)
|
|
CALCULATION OF
ADJUSTED EARNINGS PER DILUTED SHARE
|
|
|
|
Three Months Ended
March 31,
|
|
|
2018
|
|
2017
|
|
Change
|
Diluted net income
per share available to Discovery, Inc. Series A, B and C common
stockholders
|
|
$
|
(0.01)
|
|
|
$
|
0.37
|
|
|
$
|
(0.38)
|
|
Per share impact of
amortization of acquisition-related intangible assets, net of
tax
|
|
0.17
|
|
|
0.04
|
|
|
0.13
|
|
Adjusted earnings per
diluted share
|
|
$
|
0.16
|
|
|
$
|
0.41
|
|
|
$
|
(0.25)
|
|
CALCULATION OF
FREE CASH FLOW
|
|
|
|
Three Months Ended
March 31,
|
|
|
2018
|
|
2017
|
|
Change
|
|
%
Change
|
Cash provided
by operating
activities
|
|
$
|
160
|
|
|
$
|
255
|
|
|
$
|
(95)
|
|
|
(37)
|
%
|
Purchases of
property and
equipment
|
|
(48)
|
|
|
(47)
|
|
|
(1)
|
|
|
2
|
%
|
Free cash
flow
|
|
$
|
112
|
|
|
$
|
208
|
|
|
$
|
(96)
|
|
|
(46)
|
%
|
DISCOVERY,
INC. SUPPLEMENTAL FINANCIAL DATA SELECTED
FINANCIAL DETAIL (unaudited; in millions, except per
share amounts)
|
|
BORROWINGS
|
|
March 31,
2018
|
5.625% Senior notes,
semi-annual interest, due August 2019
|
$
|
411
|
|
2.200% Senior notes,
semi-annual interest, due September 2019
|
500
|
|
Floating rate notes,
quarterly interest, due September 2019
|
400
|
|
2.750% Senior notes,
semi-annual interest, due November 2019
|
500
|
|
2.800% Senior notes,
semi-annual interest, due June 2020
|
600
|
|
5.050% Senior notes,
semi-annual interest, due June 2020
|
789
|
|
4.375% Senior notes,
semi-annual interest, due June 2021
|
650
|
|
2.375% Senior notes,
euro denominated, annual interest, due March 2022
|
370
|
|
3.300% Senior notes,
semi-annual interest, due May 2022
|
500
|
|
3.500% Senior notes,
semi-annual interest, due June 2022
|
400
|
|
2.950% Senior notes,
semi-annual interest, due March 2023
|
1,200
|
|
3.250% Senior notes,
semi-annual interest, due April 2023
|
350
|
|
3.800% Senior notes,
semi-annual interest, due March 2024
|
450
|
|
2.500% Senior notes,
sterling denominated, annual interest, due September
2024
|
563
|
|
3.900% Senior notes,
semi-annual interest, due November 2024
|
500
|
|
3.450% Senior notes,
semi-annual interest, due March 2025
|
300
|
|
3.950% Senior notes,
semi-annual interest, due June 2025
|
500
|
|
4.900% Senior notes,
semi-annual interest, due March 2026
|
700
|
|
1.900% Senior notes,
euro denominated, annual interest, due March 2027
|
739
|
|
3.950% Senior notes,
semi-annual interest, due March 2028
|
1,700
|
|
5.000% Senior notes,
semi-annual interest, due September 2037
|
1,250
|
|
6.350% Senior notes,
semi-annual interest, due June 2040
|
850
|
|
4.950% Senior notes,
semi-annual interest, due May 2042
|
500
|
|
4.875% Senior notes,
semi-annual interest, due April 2043
|
850
|
|
5.200% Senior notes,
semi-annual interest, due September 2047
|
1,250
|
|
Term loans
|
2,000
|
|
Program financing
line of credit
|
22
|
|
Revolving credit
facility
|
425
|
|
Capital lease
obligations
|
244
|
|
Commercial
paper
|
—
|
|
Total debt
|
19,513
|
|
Unamortized discount,
premium and debt issuance costs, net
|
(146)
|
|
Debt, net of
unamortized discount, premium and debt issuance costs
|
19,367
|
|
Current portion of
debt
|
(153)
|
|
Noncurrent portion of
debt
|
$
|
19,214
|
|
View original
content:http://www.prnewswire.com/news-releases/discovery-inc-reports-first-quarter-2018-results-300644398.html
SOURCE Discovery, Inc.