Discovery Communications, Inc. (Form: 10-Q, Received: 05/08/2012 16:50:48)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

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 March 31, 2012

¨	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: 001-34177

DISCOVERY COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)


Delaware		35-2333914
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Discovery Place Silver Spring, Maryland		20910
(Address of principal executive offices)		(Zip Code)

(240) 662-2000

(Registrant’s telephone number, including area code)

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 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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Total number of shares outstanding of each class of the Registrant’s common stock as of April 30, 2012:


Series A Common Stock, par value $0.01 per share			145,917,994
Series B Common Stock, par value $0.01 per share			6,570,067
Series C Common Stock, par value $0.01 per share			102,462,631

DISCOVERY COMMUNICATIONS, INC.

FORM 10-Q

TABLE OF CONTENTS


	Page

PART I. FINANCIAL INFORMATION .		3

ITEM 1. Financial Statements.		3

Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011 .		3

Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011 .		4

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2012 and 2011 .		5

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 .		6

Consolidated Statements of Equity for the Three Months Ended March 31, 2012 and 2011 .		7

Notes to Consolidated Financial Statements .		8

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		32

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.		43

ITEM 4. Controls and Procedures.		43

PART II. OTHER INFORMATION .		44

ITEM 1. Legal Proceedings.		44

ITEM 1A. Risk Factors.		44

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.		44

ITEM 6. Exhibits.		45

SIGNATURES .		46

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements.

DISCOVERY COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited; in millions, except par value)


	March 31, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	1,044		$	1,048
Receivables, net		1,062			1,042
Content rights, net		99			93
Deferred income taxes		72			73
Prepaid expenses and other current assets		174			175

Total current assets		2,451			2,431
Noncurrent content rights, net		1,334			1,302
Property and equipment, net		374			379
Goodwill		6,294			6,291
Intangible assets, net		567			571
Equity method investments		778			807
Other noncurrent assets		137			132

Total assets	$	11,935		$	11,913

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	63		$	53
Accrued expenses and other current liabilities		567			554
Deferred revenues		91			113
Current portion of long-term debt		19			26

Total current liabilities		740			746
Long-term debt		4,218			4,219
Deferred income taxes		321			337
Other noncurrent liabilities		88			92

Total liabilities		5,367			5,394
Commitments and contingencies (Note 13)
Equity:
Discovery Communications, Inc. stockholders’ equity:
Series A convertible preferred stock: $0.01 par value; 75 shares authorized; 71 shares issued		1			1
Series C convertible preferred stock: $0.01 par value; 75 shares authorized; 57 shares issued		1			1
Series A common stock: $0.01 par value; 1,700 shares authorized; 146 and 142 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; 142 shares issued		2			2
Additional paid-in capital		6,609			6,505
Treasury stock, at cost: 37 and 30 Series C common shares		(1,390	)		(1,102	)
Retained earnings		1,353			1,132
Accumulated other comprehensive loss		(12	)		(23	)

Total Discovery Communications, Inc. stockholders’ equity		6,565			6,517
Noncontrolling interests		3			2

Total equity		6,568			6,519

Total liabilities and equity	$	11,935		$	11,913

The accompanying notes are an integral part of these consolidated financial statements.

DISCOVERY COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in millions, except per share amounts)


	Three Months Ended March 31,
	2012			2011
Revenues:
Distribution	$	576		$	484
Advertising		453			392
Other		74			75

Total revenues		1,103			951

Costs and expenses:
Costs of revenues, excluding depreciation and amortization		311			273
Selling, general and administrative		315			269
Depreciation and amortization		30			30
Restructuring charges		1			1
Gain on disposition		—			(129	)

Total costs and expenses		657			444

Operating income		446			507
Interest expense		(55	)		(49	)
Other expense, net		(50	)		(7	)

Income before income taxes		341			451
Provision for income taxes		(119	)		(146	)

Net income		222			305
Net income attributable to noncontrolling interests		(1	)		—

Net income available to Discovery Communications, Inc. stockholders	$	221		$	305

Net income per share available to Discovery Communications, Inc. stockholders:
Basic	$	0.57		$	0.75

Diluted	$	0.57		$	0.74

Weighted average shares outstanding:
Basic		386			409

Diluted		390			414

The accompanying notes are an integral part of these consolidated financial statements.

DISCOVERY COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited; in millions)


	Three Months Ended March 31,
	2012			2011
Net income	$	222		$	305
Other comprehensive income, net of tax:
Foreign currency translation adjustments		11			17

Comprehensive income		233			322
Comprehensive income attributable to noncontrolling interests		(1	)		—

Comprehensive income attributable to Discovery Communications, Inc. stockholders	$	232		$	322

The accompanying notes are an integral part of these consolidated financial statements.

DISCOVERY COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in millions)


	Three Months Ended March 31,
	2012			2011
Operating Activities
Net income	$	222		$	305
Adjustments to reconcile net income to cash provided by operating activities:
Equity-based compensation expense		41			17
Depreciation and amortization		30			30
Content amortization and impairment expense		207			185
Gain on disposition		—			(129	)
Equity in losses and distributions from investee companies		58			13
Other, net		(11	)		52
Changes in operating assets and liabilities:
Receivables, net		(29	)		14
Content rights		(226	)		(208	)
Accounts payable and accrued liabilities		(23	)		(69	)
Equity-based compensation liabilities		(24	)		(66	)
Income tax receivable		20			110
Other, net		(17	)		(37	)

Cash provided by operating activities		248			217

Investing Activities
Purchases of property and equipment		(21	)		(11	)
Distribution from equity method investees		17			—
Investments in and advances to equity method investees		(38	)		(57	)
Other investing activities, net		—			(2	)

Cash used in investing activities		(42	)		(70	)

Financing Activities
Principal repayments of capital lease obligations		(10	)		(10	)
Repurchases of common stock		(288	)		(167	)
Cash distributions to noncontrolling interests		—			(5	)
Proceeds from stock option exercises		57			10
Excess tax benefits from equity-based compensation		30			4
Other financing activities, net		(2	)		—

Cash used in financing activities		(213	)		(168	)
Effect of exchange rate changes on cash and cash equivalents		3			8

Net change in cash and cash equivalents		(4	)		(13	)
Cash and cash equivalents, beginning of period		1,048			466

Cash and cash equivalents, end of period	$	1,044		$	453


Supplemental Cash Flow Information
Cash (paid) received for taxes, net	$	(38	)	$	6

Cash paid for interest	$	(16	)	$	(21	)

Noncash Investing and Financing Transactions
Investment in OWN	$	6		$	273

The accompanying notes are an integral part of these consolidated financial statements.

DISCOVERY COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in millions)


	Three Months Ended March 31, 2012								Three Months Ended March 31, 2011
	Discovery Stockholders			Noncontrolling Interests		Total Equity			Discovery Stockholders			Noncontrolling Interests			Total Equity
Beginning balance	$	6,517		$	2	$	6,519		$	6,225		$	8		$	6,233
Comprehensive income		232			1		233			322			—			322
Equity-based compensation		18			—		18			14			—			14
Excess tax benefits from equity-based compensation		30			—		30			4			—			4
Issuance of common stock in connection with equity-based plans		56			—		56			10			—			10
Repurchases of common stock		(288	)		—		(288	)		(167	)		—			(167	)
Cash distributions to noncontrolling interests		—			—		—			—			(5	)		(5	)

Ending balance	$	6,565		$	3	$	6,568		$	6,408		$	3		$	6,411

The accompanying notes are an integral part of these consolidated financial statements.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

Discovery Communications, Inc. (“Discovery” or the “Company”) is a leading nonfiction media and entertainment company that provides programming across multiple distribution platforms throughout the world and owns and operates a diversified portfolio of website properties and other digital media services. The Company also develops and sells curriculum-based education products and services as well as postproduction audio services. The Company classifies its operations in three segments: U.S. Networks, consisting principally of domestic television networks, websites and other digital media services; International Networks, consisting primarily of international television networks and websites; and Education and Other, consisting principally of curriculum-based education product and service offerings and postproduction audio services. Financial information for Discovery’s reportable segments is discussed in Note 14.

Basis of Presentation

The consolidated financial statements include the accounts of Discovery and its majority-owned subsidiaries in which a controlling interest is maintained. Inter-company accounts and transactions between consolidated entities have been eliminated in consolidation.

Reclassifications

Beginning July 1, 2011, the Company expanded the types of revenue included in distribution revenue in its consolidated statements of operations to include fees charged for certain licensing arrangements, including those for digital streaming of library content, and reclassified prior year amounts. Such fees, which totaled $4 million for the three months ended March 31, 2011, were previously classified as other revenue and have been reclassified to distribution revenue to conform to the current presentation.

Unaudited Interim Financial Statements

These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These consolidated financial statements are unaudited; however, in the opinion of management, they reflect all adjustments, consisting only of those of a normal recurring nature, necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Discovery’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “2011 Form 10-K”).

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Management continually re-evaluates its estimates, judgments and assumptions, and management’s assessments could change. Actual results may differ from those estimates and could have a material impact on the consolidated financial statements.

Significant estimates inherent in the preparation of the consolidated financial statements include accounting for asset impairments, revenue recognition, allowances for doubtful accounts, content rights, depreciation and amortization, business combinations, equity-based compensation, income taxes, contingencies, and the determination of whether the Company is the primary beneficiary of entities in which it holds variable interests.

Accounting and Reporting Pronouncements Adopted

Fair Value Measurements

In May 2011, the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) issued guidance which results in a consistent definition between GAAP and International Financial Reporting Standards (“IFRS”) of fair value and common requirements for measurement of and disclosure about fair value. There are several changes under the new

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

guidance. The highest and best use valuation concepts are only relevant when measuring the fair value of nonfinancial assets. The prohibition of the application of a blockage factor extends to all financial measurements. The Company must disclose quantitative information about unobservable inputs used to assess fair value and provide a qualitative discussion about the sensitivity of the measurements for recurring Level 3 fair value measurements. The Company prospectively adopted the new guidance effective January 1, 2012. The adoption of the new guidance did not have a material impact on its financial statements.

Comprehensive Income

In June 2011, the FASB issued guidance eliminating the current option to report other comprehensive income and its components in the statement of changes in equity. Entities may elect to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive, statements. Under the new guidance, each component of net income and each component of other comprehensive income, together with totals for comprehensive income and its two parts, net income and other comprehensive income, are required to be disclosed under either alternative. The Company retrospectively adopted the new guidance effective January 1, 2012. The Company elected to present comprehensive income in a separate statement.

Concentrations Risk

Customers

The Company has long-term contracts with distributors around the world, including the largest operators in the U.S. and major international distributors. In the U.S., approximately 90% of distribution revenue comes from the top 10 distributors. Outside of the U.S., less than 50% of distribution revenue comes from the top 10 distributors. Agreements with the Company’s major cable and satellite customers expire at various times beginning in 2012 through 2020. At the end of 2012, several of the top 10 U.S. distribution arrangements will expire. Although the Company intends to renew these agreements with its distributors, failure to secure a renewal or a renewal on less favorable terms may have a material adverse effect on the Company’s results of operations and financial condition. Not only could the Company experience a reduction in affiliate revenue, but it could also experience a reduction in advertising revenue which is impacted by affiliate subscriber levels and viewership.

No individual customer accounted for more than 10% of total consolidated revenues for the three months ended March 31, 2012 or 2011. The Company’s trade receivables do not represent a significant concentration of credit risk as of March 31, 2012 and December 31, 2011 due to the wide variety of customers and markets in which the Company operates and their dispersion across many geographic areas.

Financial Institutions

Cash and cash equivalents are maintained with financial institutions such as banks and money market mutual funds. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

Lender Counterparties

There is a risk that the counterparties associated with the Company’s revolving credit facility will not be available to fund as obligated under the term of the facility. If funding under the revolving credit facility is unavailable, the Company may have to acquire a replacement credit facility from a different counterparty at a higher cost or may be unable to find a suitable replacement. Typically, the Company seeks to manage these exposures by contracting with experienced large financial institutions and monitoring the credit quality of its lenders. As of March 31, 2012, the Company did not anticipate nonperformance by any of its counterparties.

NOTE 2. ACQUISITIONS AND DISPOSITIONS

Acquisitions

On December 29, 2011, Discovery acquired a Latin American cable channel to increase distribution of TLC content. During the three months ended March 31, 2012, Discovery acquired additional affiliate contracts associated with the cable channel for $5 million payable in December 2014.

On November 2, 2011, Discovery acquired a non-fiction entertainment production company in the U.K. to develop content for its international networks.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Discovery Health Network

On January 1, 2011, the Company contributed the domestic Discovery Health network to OWN LLC in connection with the launch of The Oprah Winfrey Network (“OWN”), which resulted in a pretax gain of $129 million (see Note 3). As the Company continues to be involved in the operations of the Discovery Health network through its ownership interests in OWN LLC, the Company has not presented the financial position, results of operations and cash flows of the Discovery Health network as discontinued operations.

NOTE 3. VARIABLE INTEREST ENTITIES

In the normal course of business, the Company makes investments that support its underlying business strategy and provide it the ability to enter new markets for its brands, develop programming and distribute its existing content. In certain instances, an investment may qualify as a variable interest entity (“VIE”). As of March 31, 2012 and December 31, 2011, the Company’s VIEs primarily consisted of Hub Television Networks LLC and OWN LLC, which operate pay-television networks.

As of March 31, 2012 and December 31, 2011, the Company accounted for its interests in VIEs using the equity method. The aggregate carrying values of these equity method investments were $772 million and $807 million as of March 31, 2012 and December 31, 2011, respectively. During the three months ended March 31, 2012 and 2011, the Company recognized losses of $48 million and $10 million, respectively, for its portion of net losses generated by VIEs accounted for using the equity method, which were recorded in other expense, net in the consolidated statements of operations.

As of March 31, 2012, the Company’s estimated risk of loss for investments in VIEs was approximately $799 million, which includes the carrying value of its investments, the unfunded portion of contractual funding commitments to equity method investees, and guarantees made on behalf of equity method investees. Actual amounts funded to OWN have exceeded contractual funding commitments, and the Company intends to continue to fund significant amounts to OWN. The Company has not recorded any obligations for future funding. The estimated risk of loss excludes the Company’s operating performance guarantee for Hub Television Networks LLC disclosed below.

Hub Television Networks LLC

Hub Television Networks LLC operates The Hub, which is a pay-television network that provides children’s and family entertainment and educational programming. The Company is obligated to provide The Hub with funding up to $15 million and services such as distribution, sales and administrative support for a fee (see Note 12). The Company has not provided funding as of March 31, 2012.

Based upon the level of equity investment at risk, The Hub is a VIE. Discovery and its partner, Hasbro Inc. (“Hasbro”), consent to decisions about programming and marketing strategy and thereby direct the activities of The Hub that most significantly impact its economic performance. The partners share equally in voting control and jointly consent to operating, financing and investing decisions. Neither has special governance rights, and both are equally represented on the board of The Hub. The partners also share equally in the profits, losses and funding of The Hub. The Company has determined that it is not the primary beneficiary of The Hub. Accordingly, the Company accounts for its investment in The Hub using the equity method.

Through December 31, 2015, the Company has guaranteed a certain level of performance for The Hub that requires compensation to Hasbro to the extent that distribution metrics decline versus levels historically achieved by the Discovery Kids channel. This guarantee extends on a declining basis through the period of guarantee. Upon inception of The Hub, the maximum amount potentially due under this guarantee was $300 million. As of March 31, 2012, the maximum amount potentially due under this guarantee was less than $150 million. The maximum exposure to loss is expected to decline to zero during 2015. As The Hub’s distribution is generally provided under long-term contracts with stable subscriber levels, the Company believes the likelihood is remote that the performance levels will not be achieved and, therefore, the performance guarantee is unlikely to have a material adverse impact on the Company. Accordingly, the fair value of the guarantee was not material as of March 31, 2012.

The carrying values of the Company’s investment in The Hub were $326 million and $334 million as of March 31, 2012 and December 31, 2011, respectively. Given that the results of The Hub’s operations have been below its initial long-term business plan, there is a possibility that future results may vary from the current assumptions in the long-term business plan. The Company continues to monitor the valuation of its investment in accordance with GAAP, which requires an impairment charge when there is an other-than-temporary decline in the investment’s value. No impairment was recorded for the three months ended March 31, 2012.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

OWN LLC

OWN LLC operates OWN, which is a pay-television network and website that provides adult lifestyle content focused on self-discovery and self-improvement. In connection with the launch of OWN on January 1, 2011, the Company contributed the domestic Discovery Health network to the venture. The contribution did not impact the Company’s ownership interest, voting control or governance rights related to OWN. Subsequent to the contribution, the Company no longer consolidates the domestic Discovery Health network, which was a component of its U.S. Networks segment. The assets of the Discovery Health network included goodwill and other identifiable assets with carrying values of $136 million and $8 million, respectively.

The Company recorded the contribution at fair value, which resulted in a pretax gain of $129 million and tax expense of $27 million. The fair value of the Company’s retained equity interest in OWN was estimated to be $273 million. The gain represents the fair value of the equity investment retained less the carrying values of contributed assets. The fair value of the contribution of the Discovery Health network to OWN was determined utilizing customary valuation methodologies including discounted cash flow valuation models. The underlying assumptions, such as future cash flows, weighted average costs of capital and long-term growth rates were generally not observable in the marketplace and therefore involved significant judgment.

The Company provides OWN funding and services such as distribution, licensing, sales and administrative support for a fee (see Note 12). As of March 31, 2012, the Company’s note receivable from OWN was $358 million, including funding of $328 million and interest accrued on outstanding borrowings of $30 million, which is in excess of the funding commitment of $189 million. The funding is secured by the net assets of OWN. While the Company expects to provide significant additional funding to OWN, the Company also expects to recoup amounts funded. The funding to OWN accrues interest at 7.5% compounded annually. There can be no event of default on the borrowing until 2023. However, borrowings are scheduled for repayment four years after the borrowing date to the extent that OWN has excess cash to repay the borrowings then due. OWN will distribute its initial excess cash to the Company to repay funding then due. Following repayment of funding then due, OWN’s subsequent cash distributions will be shared equally between the Company and Harpo Inc. (“Harpo”).

Based upon the level of equity investment at risk, OWN is a VIE. While the partners share equally in voting control, power is not shared because certain activities that significantly impact OWN’s economic performance are directed by Harpo. Harpo holds operational rights related to programming and marketing, as well as selection and retention of key management personnel. The Company has determined that it is not the primary beneficiary of OWN because it does not control activities that are critical to OWN’s operating performance and success. Accordingly, the Company accounts for its investment in OWN using the equity method.

In accordance with the venture agreement, losses generated by OWN are generally allocated to both investors based on their proportionate ownership interests which are 50-50. However, the Company has recorded its portion of OWN’s losses based upon accounting policies for equity method investments. Prior to the contribution of the Discovery Health network to OWN at its launch, the Company recognized $104 million or 100% of OWN’s net losses. During the three months ended March 31, 2012, accumulated operating losses at OWN exceeded the equity contributed to OWN, and Discovery began to record 100% of OWN’s net losses in other expense, net in the consolidated statements of operations. The Company will continue to record 100% of operating losses as long as Discovery provides all funding to OWN and OWN’s accumulated losses continue to exceed the equity contributed. Future net income generated by OWN will initially be allocated 100% to the Company until losses absorbed in excess of Discovery’s equity ownership interest are recovered.

The carrying value of the Company’s investment in OWN, including its equity method investment and note receivable balance, was $412 million and $420 million as of March 31, 2012 and December 31, 2011, respectively. Given that the early results of OWN’s operations have been below its initial business plan, there is a possibility that the results of OWN’s future operations will fall below the revised long-term projections. The Company continues to monitor the financial results of OWN along with other relevant business information to assess the recoverability of the OWN note receivable and determine whether there is impairment of the Company’s equity investment in OWN. No impairment was recorded for the three months ended March 31, 2012.

Harpo has the right to require the Company to purchase all or part of Harpo’s interest in OWN every two and one half years commencing on January 1, 2016 at fair market value up to a maximum put amount. The maximum put amount is a range from $100 million on the first put exercise date up to $400 million on the fourth put exercise date. The Company has recorded no amounts for the put right.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 4. FAIR VALUE MEASUREMENTS

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities carried at fair value are classified in the following three categories:


Level 1	–	Quoted prices for identical instruments in active markets.

Level 2	–	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3	–	Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Assets and liabilities measured at fair value on a recurring basis consisted of the following (in millions).


		March 31, 2012
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Trading securities: mutual funds	Prepaid expenses and other current assets	$	91	$	—	$	—	$	91
Available-for-sale securities: money market mutual funds	Cash and cash equivalents		640		—		—		640

Total assets		$	731	$	—	$	—	$	731

Liabilities:
Deferred compensation plan	Accrued expenses and other current liabilities	$	91	$	—	$	—	$	91

Total liabilities		$	91	$	—	$	—	$	91


		December 31, 2011
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Trading securities: mutual funds	Prepaid expenses and other current assets	$	76	$	—	$	—	$	76
Available-for-sale securities: money market mutual funds	Cash and cash equivalents		635		—		—		635

Total assets		$	711	$	—	$	—	$	711

Liabilities:
Deferred compensation plan	Accrued expenses and other current liabilities	$	76	$	—	$	—	$	76

Total liabilities		$	76	$	—	$	—	$	76

Trading securities are comprised of investments in mutual funds held in a separate trust, which are owned as part of the Company’s deferred compensation plan. The fair value of Level 1 trading securities was determined by reference to the quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs. The fair value of the related deferred compensation plan liability was determined based on the fair value of the related investments elected by employees.

Available-for-sale securities represent investments in highly liquid instruments with original maturities of 90 days or less. The fair value of Level 1 available-for-sale securities was determined by reference to the quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs.

In addition to the financial instruments listed in the tables above, the Company holds other financial instruments, including cash, accounts receivable, accounts payable and debt. The carrying values for cash, accounts receivable and accounts payable approximated their fair values. The estimated fair value of the Company’s outstanding senior notes using quoted market prices, which are Level 1 inputs, was $4.7 billion and $4.6 billion as of March 31, 2012 and December 31, 2011, respectively.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 5. CONTENT RIGHTS

Content rights consisted of the following (in millions).


	March 31, 2012			December 31, 2011
Produced content rights:
Completed	$	2,366		$	2,257
In-production		235			221
Coproduced content rights:
Completed		507			491
In-production		84			80
Licensed content rights:
Acquired		394			346
Prepaid		15			21

Content rights, at cost		3,601			3,416
Accumulated amortization		(2,168	)		(2,021	)

Total content rights, net		1,433			1,395
Current portion		(99	)		(93	)

Noncurrent portion	$	1,334		$	1,302

Content expense, which consists of content amortization, impairments and other production charges included in the cost of revenues in the consolidated statements of operations, was $243 million and $212 million for the three months ended March 31, 2012 and 2011, respectively.

NOTE 6. DEBT

Outstanding debt consisted of the following (in millions).


	March 31, 2012			December 31, 2011
3.70% Senior Notes, semi-annual interest, due June 2015	$	850		$	850
5.625% Senior Notes, semi-annual interest, due August 2019		500			500
5.05% Senior Notes, semi-annual interest, due June 2020		1,300			1,300
4.375% Senior Notes, semi-annual interest, due June 2021		650			650
6.35% Senior Notes, semi-annual interest, due June 2040		850			850
Capital lease obligations		97			106

Total long-term debt		4,247			4,256
Unamortized discount		(10	)		(11	)

Long-term debt, net		4,237			4,245
Current portion of long-term debt		(19	)		(26	)

Noncurrent portion of long-term debt	$	4,218		$	4,219

In addition to the debt instruments listed in the table above, the Company also has access to a $1.0 billion revolving credit facility. There were no amounts drawn under the revolving credit facility as of March 31, 2012 and December 31, 2011. If the Company were to draw on the revolving credit facility, outstanding balances would bear interest at a variable rate determined pursuant to the lending agreement. Balances outstanding under the revolving credit facility would be due on the expiration date which is October 12, 2015.

The Company was in compliance with all covenants and there were no events of default as of March 31, 2012 and December 31, 2011.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 7. EQUITY

Stock Repurchase Program

As of March 31, 2012, the Company had been authorized by the Board of Directors to purchase a total of $2.0 billion of its common stock under its repurchase program. On April 25, 2012, the Company’s Board of Directors approved an additional $1.0 billion under the stock repurchase program. The repurchase program has no expiration date, although the additional authorization of $1.0 billion to the repurchase program will expire on April 25, 2014. During the three months ended March 31, 2012 and 2011, the Company repurchased 6.90 million and 4.73 million shares, respectively, of its Series C common stock for an aggregate purchase price of $288 million and $167 million, respectively, through open market transactions. The repurchases were funded using cash on hand. As of March 31, 2012, the Company had remaining authorization of $610 million for future repurchases of its common stock. The stock repurchases were recorded in treasury stock which reduces equity.

Other Comprehensive Income

The tax effects related to the component of other comprehensive income were as follows (in millions).

		Net Change in		Net Change in			Net Change in
	Before-tax Amount		Tax Expense			Net-of-tax Amount
Three Months Ended March 31, 2012:
Currency translation adjustments	$	18	$	(7	)	$	11

Other comprehensive income	$	18	$	(7	)	$	11

Three Months Ended March 31, 2011:
Currency translation adjustments	$	27	$	(10	)	$	17

Other comprehensive income	$	27	$	(10	)	$	17

The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows (in millions).

		Net Change in			Net Change in		Net Change in
	Foreign Currency			Net Change in Derivatives and Market Value Adjustments		Accumulated Other Comprehensive Loss
Three Months Ended March 31, 2012:
Beginning balance	$	(29	)	$	6	$	(23	)
Current period other comprehensive income		11			—		11

Ending balance	$	(18	)	$	6	$	(12	)

Three Months Ended March 31, 2011:
Beginning balance	$	(39	)	$	6	$	(33	)
Current period other comprehensive income		17			—		17

Ending balance	$	(22	)	$	6	$	(16	)

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 8. EQUITY-BASED COMPENSATION

The Company has various incentive plans under which unit awards, stock options, performance based restricted stock units (“PRSUs”), time based restricted stock units (“RSUs”) and stock appreciation rights (“SARs”) have been issued. During the three months ended March 31, 2012, the vesting and service requirements of equity-based awards granted were consistent with the arrangements disclosed in the 2011 Form 10-K.

Equity-Based Compensation Expense

Equity-based compensation expense was as follows (in millions).


	Three Months Ended March 31,
	2012		2011
Unit awards	$	20	$	3
Stock options		11		10
PRSUs and RSUs		7		4
SARs		3		—

Total equity-based compensation expense	$	41	$	17

Tax benefit recognized	$	15	$	6

Compensation expense for all awards was recorded in selling, general and administrative expense in the consolidated statements of operations. As of March 31, 2012 and December 31, 2011, the Company recorded total liabilities for cash-settled awards of $36 million and $37 million, respectively.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Equity-Based Award Activity

Unit Awards

Unit award activity was as follows (in millions, except years and weighted-average grant price).


	Unit Awards			Weighted Average Grant Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2011		5.5		$	31.44
Granted		—			—
Settled		(1.8	)		29.16			$	24
Forfeited		—			—

Outstanding as of March 31, 2012		3.7		$	31.91		1.28	$	62

Vested and expected to vest as of March 31, 2012		3.5		$	32.52		1.28	$	59

Unit awards represent the contingent right to receive a cash payment for the amount by which the vesting price exceeds the grant price. Because unit awards are cash-settled, the Company remeasures the fair value and compensation expense of outstanding unit awards each reporting date until settlement. As of March 31, 2012, the weighted-average fair value of unit awards outstanding was $18.52 per unit award. The Company made cash payments to settle vested unit awards totaling $24 million and $66 million during the three months ended March 31, 2012 and 2011, respectively. As of March 31, 2012, there was $34 million of unrecognized compensation cost, net of estimated forfeitures, related to unit awards, which is expected to be recognized over a weighted-average period of 1.83 years.

Stock Options

Stock option activity was as follows (in millions, except years and weighted-average grant price).


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2011		12.7		$	22.52
Granted		0.9			47.70
Exercised		(3.5	)		16.81			$	104
Forfeited		(0.1	)		28.06

Outstanding as of March 31, 2012		10.0		$	26.78		5.62	$	240

Vested and expected to vest as of March 31, 2012		9.8		$	26.39		5.65	$	237

Exercisable as of March 31, 2012		4.2		$	20.51		4.97	$	125

The Company received cash payments from the exercise of stock options totaling $57 million and $10 million during the three months ended March 31, 2012 and 2011, respectively. The weighted average grant date fair value of stock options granted during the three months ended March 31, 2012 was $16.74 per option. The total intrinsic value of options exercised during the three months ended March 31, 2012 was $104 million. As of March 31, 2012, there was $54 million of unrecognized compensation cost, net of expected forfeitures, related to stock options, which is expected to be recognized over a weighted-average period of 1.69 years.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

PRSUs and RSUs

PRSU and RSU activity was as follows (in millions, except years and weighted-average grant price).


	PRSUs and RSUs			Weighted Average Grant Price		Weighted Average Remaining Contractual Term (years)		Aggregate Fair Value
Outstanding as of December 31, 2011		2.2		$	35.48
Granted		0.8			47.87
Converted		(0.1	)		32.53			$	5
Forfeited		—			—

Outstanding as of March 31, 2012		2.9		$	39.42		2.11	$	147

Vested and expected to vest as of March 31, 2012		2.7		$	39.37		2.08	$	136

PRSUs represent the contingent right to receive shares of the Company’s Series A common stock based on continuous service and whether the Company achieves certain operating performance targets. As of March 31, 2012, there were approximately 2 million outstanding PRSUs with a weighted-average grant price of $39.20. As of March 31, 2012, unrecognized compensation cost, net of expected forfeitures, related to PRSUs was $45 million, which is expected to be recognized over a weighted-average period of 1.79 years.

RSUs represent the contingent right to receive shares of the Company’s Series A common stock based on continuous service. As of March 31, 2012, there were approximately 1 million outstanding RSUs with a weighted-average grant price of $39.99. As of March 31, 2012, there was $23 million of unrecognized compensation cost, net of expected forfeitures, related to RSUs, which is expected to be recognized over a weighted-average period of 2.93 years.

SARs

There were 2 million and zero SARs outstanding as of March 31, 2012 and December 31, 2011, respectively. The Company made no cash payments to settle exercised SARs during the three months ended March 31, 2012 or 2011.

NOTE 9. INCOME TAXES

The Company’s provisions for income taxes were $119 million and $146 million, and the effective tax rates were 35% and 32% for the three months ended March 31, 2012 and 2011, respectively. The effective tax rate for the three months ended March 31, 2012 was consistent with the U.S. federal statutory income tax rate of 35% after adjustment for the incremental U.S. tax expense on the inter-company license fees established in the 2011 international reorganization and state income taxes which were offset by production activity deductions and foreign tax credit benefits. The effective tax rate for the three months ended March 31, 2011 differed from the U.S. federal statutory income tax rate of 35% principally because the Company did not record a deferred tax liability of $21 million with respect to the portion of the outside basis in the OWN equity method investment attributable to the nondeductible goodwill contributed to OWN and production activity deductions, which were partially offset by state taxes.

The Company is currently under examination by the Internal Revenue Service (“IRS”) for its 2009 and 2008 consolidated federal income tax returns. The Company has not been advised of any material adjustments. With few exceptions, the Company is no longer subject to audit by the IRS, state tax authorities, or foreign tax authorities for years prior to 2006.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 10. NET INCOME PER SHARE

The following table presents a reconciliation of income and weighted average number of shares outstanding between basic and diluted income per share (in millions, except per share amounts).


	Three Months Ended March 31,
	2012		2011
Numerator:
Net income available to Discovery Communications, Inc. stockholders	$	221	$	305
Denominator:
Weighted average shares outstanding — basic		386		409
Weighted average dilutive effect of equity awards		4		5

Weighted average shares outstanding — diluted		390		414

Income Per Share:
Net income per share available to Discovery Communications, Inc. stockholders:
Basic	$	0.57	$	0.75

Diluted	$	0.57	$	0.74

Income per share is calculated by dividing the applicable income available to Discovery Communications, Inc. stockholders by the weighted average number of shares outstanding. Diluted income per share adjusts basic income per share for the dilutive effect of the assumed exercise of outstanding stock options and stock-settled SARs, the vesting of outstanding service based RSUs, and the expected shares issued under the Discovery Communications, Inc. 2011 Employee Stock Purchase Plan using the treasury stock method. Diluted income per share also adjusts basic income per share for the dilutive effect for the assumed vesting of outstanding PRSUs or other contingently issuable shares that would be issued under the respective arrangements assuming the last day of the most recent fiscal period was the end of the contingency period.

At March 31, 2012 and 2011, the weighted average number of basic and diluted shares outstanding included the Company’s outstanding Series A, Series B and Series C common stock, as well as its outstanding Series A and Series C convertible preferred stock, as the holder of each common and preferred series legally participates equally in any per share distributions.

For the three months ended March 31, 2012, the computation of diluted income per share excluded 2 million options because their inclusion would have been anti-dilutive, 2 million PRSUs because their performance targets were not achieved, and 1 million contingently issuable preferred shares because the specific release criteria were not met. For the three months ended March 31, 2011, the computation of diluted income per share excluded 1 million options because their inclusion would have been anti-dilutive, 1 million PRSUs because their performance targets were not achieved, and 1 million contingently issuable preferred shares because the specific release criteria were not met.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 11. SUPPLEMENTAL DISCLOSURES

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in millions).


	As of March 31, 2012		As of December 31, 2011
Accrued payroll and related benefits	$	172	$	229
Content rights payable		100		86
Accrued income taxes		87		38
Accrued interest		62		25
Current portion of equity-based compensation liabilities		33		27
Accrued other		113		149

Total accrued expenses and other current liabilities	$	567	$	554

Other Expense, Net

Other expense, net consisted of the following (in millions).


	Three Months Ended March March 31,
	2012			2011
Losses from equity investees, net	$	(48	)	$	(11	)
Other, net		(2	)		4

Total other expense, net	$	(50	)	$	(7	)

NOTE 12. RELATED PARTY TRANSACTIONS

In the normal course of business, the Company enters into transactions with other entities that are equity method investees of the Company or who share common directorship and ownership. Transactions with these entities are considered related party transactions. The following is a description of the Company’s related parties and related party transactions.

Equity Method Investees

The Company provides equity method investees, including unconsolidated VIEs, with content licenses and services such as distribution, sales and administrative support (see Note 3). Transactions for content licenses and services provided to equity method investees totaled $26 million and $21 million for the three months ended March 31, 2012 and 2011, respectively. Of these transactions, the Company provided funding for $14 million and $8 million for the three months ended March 31, 2012 and 2011, respectively. Operating expenses for services acquired from equity method investees were $3 million for each of the three months ended March 31, 2012 and 2011.

The Company’s equity method investment balance includes a note receivable of $358 million (see Note 3). The Company records interest earnings from loans to equity method investees as a component of losses from equity method investees, net, which is a component of other expense, net in the consolidated statements of operations. Interest earnings from related parties recorded by the Company totaled $6 million and $3 million for the three months ended March 31, 2012 and 2011, respectively.

Liberty Global, Liberty Interactive, and Liberty Media

The Company’s other related parties include entities that share common directorship or ownership. The majority of the revenue earned under contractual arrangements with other related parties relates to multi-year network distribution arrangements.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Discovery’s Board of Directors includes three members who serve as directors of Liberty Global, Inc. (“Liberty Global”), as well as two members who serve as directors of Liberty Interactive Corporation (“Liberty Interactive” formerly known as Liberty Media Corporation) and Liberty Media Corporation (“Liberty Media” formerly known as Liberty CapStarz, Inc.). John C. Malone is Chairman of the Board of Liberty Global, Liberty Interactive and Liberty Media (collectively, the “Liberty Group”) and beneficially owns approximately 35%, 32% and 40% of the aggregate voting power with respect to the election of directors of each company, respectively. Revenue from transactions with the Liberty Group totaled $9 million for each of the three months ended March 31, 2012 and 2011. The Company’s receivable balances as of March 31, 2012 and December 31, 2011 from transactions with the Liberty Group were not material.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 13. COMMITMENTS, CONTINGENCIES, AND GUARANTEES

Commitments

In the normal course of business, the Company enters into various commitments, which primarily include programming and talent arrangements, operating and capital leases, employment contracts, sponsorship commitments, arrangements to purchase various goods and services, future funding commitments to equity method investees (see Note 3), and the obligation to issue additional preferred shares under the anti-dilution provisions of its outstanding preferred stock.

Contingencies

Put Right

Harpo has the right to require the Company to purchase its interest in OWN for fair value at various dates (see Note 3). No amounts have been recorded for put right obligations.

Legal Matters

In the normal course of business, the Company experiences routine claims and legal proceedings. It is the opinion of the Company’s management, based on information available at this time, that none of the current claims and proceedings will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

Guarantees

The Company has guaranteed a certain level of operating performance for The Hub (see Note 3). There were no material amounts recorded for guarantees associated with equity method investees as of March 31, 2012 and December 31, 2011.

The Company may provide indemnities intended to protect others from certain business risks. Similarly, the Company may remain contingently liable for certain obligations in the event that a third party does not fulfill its obligations under an indemnification obligation. The Company records a liability for its indemnification obligations and other contingent liabilities when probable and estimable. There were no material amounts for indemnifications or other contingencies recorded as of March 31, 2012 and December 31, 2011.

NOTE 14. REPORTABLE SEGMENTS

The Company’s reportable segments are determined based on (i) financial information reviewed by its chief operating decision maker (“CODM”), the Chief Executive Officer, (ii) internal management and related reporting structure, and (iii) the basis upon which the CODM makes resource allocation decisions.

The accounting policies of the reportable segments are the same as the Company’s, except that certain inter-segment transactions that are eliminated for consolidation are not eliminated at the segment level. In determining segment performance, inter-segment transactions are treated as third-party transactions. Inter-segment transactions, which primarily include advertising and content purchases between segments, were not significant for the periods presented.

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 equity-based compensation, (ii) depreciation and amortization, (iii) amortization of deferred launch incentives, (iv) exit and restructuring charges, (v) certain impairment charges, and (vi) gains and losses on business and asset dispositions. The Company uses this measure 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 equity-based compensation, exit and restructuring charges, certain impairment charges, and gains and losses on business and asset dispositions from the calculation of Adjusted OIBDA due to their volatility. The Company also excludes depreciation of fixed assets and amortization of intangible assets and deferred launch incentives as these amounts do not represent cash payments in the current reporting period. Adjusted OIBDA should be considered in addition to, but not a substitute for, operating income, net income, and other measures of financial performance reported in accordance with GAAP.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following tables present summarized financial information for each of the Company’s reportable segments (in millions).

Revenues


	Three Months Ended March 31,
	2012		2011
U.S. Networks	$	681	$	587
International Networks		380		323
Education and Other		42		41

Total revenues	$	1,103	$	951

Adjusted OIBDA


	Three Months Ended March 31,
	2012			2011
U.S. Networks	$	395		$	334
International Networks		171			144
Education and Other		5			8
Corporate and inter-segment eliminations		(64	)		(59	)

Total Adjusted OIBDA	$	507		$	427

Reconciliation of Total Adjusted OIBDA to Consolidated Operating Income


	Three Months Ended March 31,
	2012			2011
Total Adjusted OIBDA	$	507		$	427
Amortization of deferred launch incentives		(5	)		(14	)
Mark-to-market equity-based compensation		(25	)		(4	)
Depreciation and amortization		(30	)		(30	)
Restructuring charges		(1	)		(1	)
Gain on disposition		—			129

Total operating income	$	446		$	507

Total Assets


	March 31, 2012		December 31, 2011
U.S. Networks	$	2,689	$	2,679
International Networks		1,267		1,244
Education and Other		61		68
Corporate and inter-segment eliminations		7,918		7,922

Total assets	$	11,935	$	11,913

Total assets for corporate and inter-segment eliminations include goodwill that is allocated to the Company’s segments to account for goodwill. The presentation of segment assets in the table above is consistent with the financial reports that are reviewed by the Company’s CODM and do not allocate goodwill to the Company’s segments.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 15. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Overview

As of March 31, 2012 and December 31, 2011, the senior notes outstanding (see Note 6) have been issued by Discovery Communications, LLC (“DCL”), a wholly-owned subsidiary of the Company, pursuant to a Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2009 (the “Shelf Registration”). The Company fully and unconditionally guarantees the senior notes on an unsecured basis. The Company, DCL, and/or Discovery Communications Holding, LLC (“DCH”), a wholly-owned subsidiary of the Company, (collectively, the “Issuers”) may issue additional debt securities under the Shelf Registration that are fully and unconditionally guaranteed by the other Issuers.

Set forth below are condensed consolidating financial statements presenting the financial position, results of operations and comprehensive income, and cash flows of (i) the Company, (ii) DCH, (iii) DCL, (iv) the non-guarantor subsidiaries of DCL on a combined basis, (v) the other non-guarantor subsidiaries of the Company on a combined basis and (vi) reclassifications and eliminations necessary to arrive at the consolidated financial statement balances for the Company. DCL and the non-guarantor subsidiaries of DCL are the primary operating subsidiaries of the Company. DCL primarily includes Discovery Channel and TLC networks in the U.S. The non-guarantor subsidiaries of DCL include the Company’s other U.S. and international networks, education businesses, and most of the Company’s websites and other digital media services. The non-guarantor subsidiaries of DCL are wholly-owned subsidiaries of DCL with the exception of certain equity method investments. DCL is a wholly-owned subsidiary of DCH. The Company wholly owns DCH through a 33 ¹ / 3 % direct ownership interest and a 66 ² / 3 % indirect ownership interest through Discovery Holding Company (“DHC”), a wholly-owned subsidiary of the Company. DHC is included in the other non-guarantor subsidiaries of the Company.

Basis of Presentation

Solely for purposes of presenting the condensed consolidating financial statements, investments in the Company’s subsidiaries have been accounted for by their respective parent company using the equity method. Accordingly, in the following condensed consolidating financial statements, the equity method has been applied to (i) the Company’s interests in DCH and the other non-guarantor subsidiaries of the Company, (ii) DCH’s interest in DCL, and (iii) DCL’s interests in the non-guarantor subsidiaries of DCL. Inter-company accounts and transactions have been eliminated to arrive at the consolidated financial statement amounts for the Company. The Company’s accounting bases in all subsidiaries, including goodwill and recognized intangible assets, have been “pushed-down” to the applicable subsidiaries.

Prior to the International reorganization that occurred in November 2011, all direct and indirect subsidiaries were included in the Company’s consolidated U.S. income tax return. Effective with the reorganization, the operations of certain of the Company’s international subsidiaries are excluded from the Company’s consolidated U.S. income tax return. Tax expense related to permanent differences has been allocated to the entity that created the difference. Tax expense related to temporary differences has been allocated to the entity that created the difference, if possible. The remaining temporary differences are allocated to each entity included in the Company’s consolidated U.S. income tax return based on each entity’s relative pretax income. Deferred taxes have been allocated based upon the temporary differences between the carrying amounts of the respective assets and liabilities of the applicable entities.

The condensed consolidating financial statements should be read in conjunction with the consolidated financial statements of the Company.

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Balance Sheet

March 31, 2012

(in millions)


	Discovery Communi- cations, Inc.		Discovery Communi- cations Holding, LLC		Discovery Communi- cations, LLC		Non-Guarantor Subsidiaries of Discovery Communi- cations, LLC		Other Non- Guarantor Subsidiaries of Discovery Communi- cations, Inc.		Reclassifications and Eliminations			Discovery Communi- cations, Inc. and Subsidiaries
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	985	$	58	$	1	$	—		$	1,044
Receivables, net		—		—		402		647		13		—			1,062
Content rights, net		—		—		5		94		—		—			99
Deferred income taxes		—		—		32		40		—		—			72
Prepaid expenses and other current assets		15		—		101		57		1		—			174
Intercompany trade receivables, net		—		—		40		—		—		(40	)		—

Total current assets		15		—		1,565		896		15		(40	)		2,451
Investment in and advances to subsidiaries		6,588		6,567		4,650		—		4,387		(22,192	)		—
Noncurrent content rights, net		—		—		548		786		—		—			1,334
Goodwill		—		—		3,767		2,527		—		—			6,294
Equity method investments		—		—		341		437		—		—			778
Other noncurrent assets		—		20		479		591		8		(20	)		1,078

Total assets	$	6,603	$	6,587	$	11,350	$	5,237	$	4,410	$	(22,252	)	$	11,935

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	—	$	6	$	13	$	—	$	—		$	19
Other current liabilities		38		7		326		344		6		—			721
Intercompany trade payables, net		—		—		—		40		—		(40	)		—

Total current liabilities		38		7		332		397		6		(40	)		740
Long-term debt		—		—		4,154		64		—		—			4,218
Other noncurrent liabilities		—		—		297		123		9		(20	)		409

Total liabilities		38		7		4,783		584		15		(60	)		5,367

Equity attributable to Discovery Communications, Inc.		6,565		6,580		6,567		4,653		4,395		(22,195	)		6,565
Noncontrolling interests		—		—		—		—		—		3			3

Total equity		6,565		6,580		6,567		4,653		4,395		(22,192	)		6,568

Total liabilities and equity	$	6,603	$	6,587	$	11,350	$	5,237	$	4,410	$	(22,252	)	$	11,935

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Balance Sheet

December 31, 2011

(in millions)


	Discovery Communi- cations, Inc.		Discovery Communi- cations Holding, LLC		Discovery Communi- cations, LLC		Non-Guarantor Subsidiaries of Discovery Communi- cations, LLC		Other Non- Guarantor Subsidiaries of Discovery Communi- cations, Inc.		Reclassifications and Eliminations			Discovery Communi- cations, Inc. and Subsidiaries
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	964	$	83	$	1	$	—		$	1,048
Receivables, net		—		—		423		608		13		(2	)		1,042
Content rights, net		—		—		7		86		—		—			93
Deferred income taxes		—		—		33		40		—		—			73
Prepaid expenses and other current assets		35		—		89		50		1		—			175

Total current assets		35		—		1,516		867		15		(2	)		2,431
Investment in and advances to consolidated subsidiaries		6,482		6,460		4,569		—		4,317		(21,828	)		—
Noncurrent content rights, net		—		—		559		743		—		—			1,302
Goodwill		—		—		3,767		2,524		—		—			6,291
Equity method investments		—		—		350		457		—		—			807
Other noncurrent assets		—		20		485		590		7		(20	)		1,082

Total assets	$	6,517	$	6,480	$	11,246	$	5,181	$	4,339	$	(21,850	)	$	11,913

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	—	$	6	$	20	$	—	$	—		$	26
Accounts payable, accrued expenses and other current liabilities		—		5		320		390		6		(1	)		720

Total current liabilities		—		5		326		410		6		(1	)		746
Long-term debt		—		—		4,154		65		—		—			4,219
Other noncurrent liabilities		—		—		306		135		8		(20	)		429

Total liabilities		—		5		4,786		610		14		(21	)		5,394

Equity attributable to Discovery Communications, Inc.		6,517		6,475		6,460		4,571		4,325		(21,831	)		6,517
Noncontrolling interests		—		—		—		—		—		2			2

Total equity		6,517		6,475		6,460		4,571		4,325		(21,829	)		6,519

Total liabilities and equity	$	6,517	$	6,480	$	11,246	$	5,181	$	4,339	$	(21,850	)	$	11,913

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Operations

Three Months Ended March 31, 2012

(in millions)


	Discovery Communications, Inc.			Discovery Communications Holding, LLC		Discovery Communications, LLC			Non-Guarantor Subsidiaries of Discovery Communications, LLC			Other Non- Guarantor Subsidiaries of Discovery Communications, Inc.			Reclassifications and Eliminations			Discovery Communications, Inc. and Subsidiaries
Revenues	$	—		$	—	$	425		$	662		$	18		$	(2	)	$	1,103
Costs of revenues, excluding depreciation and amortization		—			—		92			206			15			(2	)		311
Selling, general and administrative		3			—		71			238			3			—			315
Depreciation and amortization		—			—		9			20			1			—			30
Restructuring charges		—			—		—			1			—			—			1

Total costs and expenses		3			—		172			465			19			(2	)		657

Operating (loss) income		(3	)		—		253			197			(1	)		—			446
Equity in earnings of subsidiaries		223			223		90			—			150			(686	)		—
Interest expense		—			—		(54	)		(1	)		—			—			(55	)
Other expense, net		—			—		(1	)		(49	)		—			—			(50	)

Income before income taxes		220			223		288			147			149			(686	)		341
Benefit from (provision for) income taxes		1			—		(65	)		(56	)		1			—			(119	)

Net income		221			223		223			91			150			(686	)		222
Net income attributable to noncontrolling interests		—			—		—			—			—			(1	)		(1	)

Net income available to Discovery Communications, Inc. stockholders	$	221		$	223	$	223		$	91		$	150		$	(687	)	$	221

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Operations

Three Months Ended March 31, 2011

(in millions)


	Discovery Communications, Inc.			Discovery Communications Holding, LLC		Discovery Communications, LLC			Non-Guarantor Subsidiaries of Discovery Communications, LLC			Other Non- Guarantor Subsidiaries of Discovery Communications, Inc.			Reclassifications and Eliminations			Discovery Communications, Inc. and Subsidiaries
Revenues	$	—		$	—	$	411		$	524		$	18		$	(2	)	$	951
Costs of revenues, excluding depreciation and amortization		—			—		96			164			15			(2	)		273
Selling, general and administrative		3			—		83			180			3			—			269
Depreciation and amortization		—			—		10			19			1			—			30
Restructuring charges		—			—		—			1			—			—			1
Gain on disposition		—			—		—			(129	)		—			—			(129	)

Total costs and expenses		3			—		189			235			19			(2	)		444

Operating (loss) income		(3	)		—		222			289			(1	)		—			507
Equity in earnings of subsidiaries		307			308		192			—			205			(1,012	)		—
Interest expense		—			—		(47	)		(2	)		—			—			(49	)
Other income (expense), net		—			—		1			(8	)		—			—			(7	)

Income before income taxes		304			308		368			279			204			(1,012	)		451
Benefit from (provision for) income taxes		1			—		(60	)		(87	)		—			—			(146	)

Net income attributable to Discovery Communications, Inc. stockholders	$	305		$	308	$	308		$	192		$	204		$	(1,012	)	$	305

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Comprehensive Income

Three Months Ended March 31, 2012

(in millions)


	Discovery Communications, Inc.		Discovery Communications Holding, LLC		Discovery Communications, LLC		Non-Guarantor Subsidiaries of Discovery Communications, LLC		Other Non- Guarantor Subsidiaries of Discovery Communications, Inc.		Reclassifications and Eliminations			Discovery Communications, Inc. and Subsidiaries
Net income	$	221	$	223	$	223	$	91	$	150	$	(686	)	$	222
Other comprehensive income, net of tax:
Foreign currency translation adjustments		11		11		11		11		7		(40	)		11

Comprehensive income		232		234		234		102		157		(726	)		233
Comprehensive income attributable to noncontrolling interests		—		—		—		—		—		(1	)		(1	)

Comprehensive income attributable to Discovery Communications, Inc. stockholders	$	232	$	234	$	234	$	102	$	157	$	(727	)	$	232

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Comprehensive Income

Three Months Ended March 31, 2011

(in millions)


	Discovery Communications, Inc.		Discovery Communications Holding, LLC		Discovery Communications, LLC		Non-Guarantor Subsidiaries of Discovery Communications, LLC		Other Non- Guarantor Subsidiaries of Discovery Communications, Inc.		Reclassifications and Eliminations			Discovery Communications, Inc. and Subsidiaries
Net income	$	305	$	308	$	308	$	192	$	204	$	(1,012	)	$	305
Other comprehensive income, net of tax:
Foreign currency translation adjustments		17		17		17		17		11		(62	)		17

Comprehensive income attributable to Discovery Communications, Inc. stockholders	$	322	$	325	$	325	$	209	$	215	$	(1,074	)	$	322

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Cash Flows

Three months ended March 31, 2012

(in millions)


	Discovery Communications, Inc.			Discovery Communications Holding, LLC			Discovery Communications, LLC			Non-Guarantor Subsidiaries of Discovery Communications, LLC			Other Non- Guarantor Subsidiaries of Discovery Communications, Inc.		Reclassifications and Eliminations		Discovery Communications, Inc. and Subsidiaries
Operating Activities
Cash provided by operating activities	$	58		$	2		$	83		$	105		$	—	$	—	$	248
Investing Activities
Purchases of property and equipment		—			—			(9	)		(12	)		—		—		(21	)
Distribution from equity method investees		—			—			—			17			—		—		17
Investments in and advances to equity method investees		—			—			—			(38	)		—		—		(38	)

Cash used in investing activities		—			—			(9	)		(33	)		—		—		(42	)
Financing Activities
Principal repayments of capital lease obligations		—			—			(1	)		(9	)		—		—		(10	)
Repurchases of common stock		(288	)		—			—			—			—		—		(288	)
Proceeds from stock option exercises		57			—			—			—			—		—		57
Excess tax benefits from equity-based compensation		30			—			—			—			—		—		30
Inter-company contributions and other financing activities, net		143			(2	)		(52	)		(91	)		—		—		(2	)

Cash used in financing activities		(58	)		(2	)		(53	)		(100	)		—		—		(213	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			3			—		—		3

Net change in cash and cash equivalents		—			—			21			(25	)		—		—		(4	)
Cash and cash equivalents, beginning of period		—			—			964			83			1		—		1,048

Cash and cash equivalents, end of period	$	—		$	—		$	985		$	58		$	1	$	—	$	1,044

DISCOVERY COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Cash Flows

Three months ended March 31, 2011

(in millions)


	Discovery Communications, Inc.			Discovery Communications Holding, LLC			Discovery Communications, LLC			Non-Guarantor Subsidiaries of Discovery Communications, LLC			Other Non- Guarantor Subsidiaries of Discovery Communications, Inc.		Reclassifications and Eliminations			Discovery Communications, Inc. and Subsidiaries
Operating Activities
Cash provided by (used in) operating activities	$	107		$	(6	)	$	25		$	91		$	—	$	—		$	217
Investing Activities
Purchases of property and equipment		—			—			(6	)		(5	)		—		—			(11	)
Investments in and advances to equity method investees		—			—			—			(57	)		—		—			(57	)
Other investing activities, net		—			—			—			(2	)		—		—			(2	)

Cash used in investing activities		—			—			(6	)		(64	)		—		—			(70	)
Financing Activities
Principal repayments of capital lease obligations		—			—			(1	)		(9	)		—		—			(10	)
Repurchases of common stock		(167	)		—			—			—			—		—			(167	)
Cash distributions to noncontrolling interests		—			—			—			—			—		(5	)		(5	)
Proceeds from stock option exercises		10			—			—			—			—		—			10
Excess tax benefits from equity-based compensation		4			—			—			—			—		—			4
Inter-company contributions and other financing activities, net		46			6			(14	)		(43	)		—		5			—

Cash (used in) provided by financing activities		(107	)		6			(15	)		(52	)		—		—			(168	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			8			—		—			8

Net change in cash and cash equivalents		—			—			4			(17	)		—		—			(13	)
Cash and cash equivalents, beginning of period		—			—			369			93			4		—			466

Cash and cash equivalents, end of period	$	—		$	—		$	373		$	76		$	4	$	—		$	453

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s discussion and analysis of financial condition and results of operations is a supplement to and should be read in conjunction with the accompanying consolidated financial statements and related notes. This section provides additional information regarding Discovery Communications, Inc.’s (“Discovery,” “Company,” “we,” “us,” or “our”) businesses, current developments, results of operations, cash flows and financial condition. Additional context can also be found in our Annual Report on Form 10-K for the year ended December 31, 2011 (the “2011 Form 10-K”).

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, marketing and operating strategies, integration of acquired businesses, new service offerings, financial prospects, and anticipated sources and uses of capital. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following is a list of some, but not all, of the factors that could cause actual results or events to differ materially from those anticipated: the inability of advertisers or affiliates to remit payment to us in a timely manner or at all; general economic and business conditions; industry trends, including the timing of, and spending on, feature film, television and television commercial production; spending on domestic and foreign television advertising; market demand for foreign first-run and existing content libraries; the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate; continued consolidation of broadband distribution and production companies; uncertainties inherent in the development of new business lines and business strategies; uncertainties regarding the financial performance of our equity method investees; integration of acquired businesses; uncertainties associated with product and service development and market acceptance, including the development and provision of programming for new television and telecommunications technologies; changes in the distribution and viewing of television programming, including the expanded deployment of personal video recorders, video on demand (“VOD”), internet protocol television, mobile personal devices and personal tablets and their impact on television advertising revenue; rapid technological changes; future financial performance, including availability, terms, and deployment of capital; fluctuations in foreign currency exchange rates and political unrest in international markets; the ability of suppliers and vendors to deliver products, equipment, software, and services; the outcome of any pending or threatened litigation; availability of qualified personnel; the possibility of an industry-wide strike or other job action affecting a major entertainment industry union, or the duration of any existing strike or job action; changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission and adverse outcomes from regulatory proceedings; changes in income taxes applicable to our operations due to regulatory changes or changes in our corporate structure; changes in the nature of key strategic relationships with partners and equity method investee partners; competitor responses to our products and services and the products and services of the entities in which we have interests; threatened terrorist attacks and military action; reduced access to capital markets or significant increases in costs to borrow; a failure to secure affiliate agreements or renewal of such agreements on less favorable terms; and a reduction of advertising revenue associated with unexpected reductions in the number of subscribers. For additional risk factors, refer to Item 1A, “Risk Factors,” in our 2011 Form 10-K. These forward-looking statements and such risks, uncertainties, and other factors speak only as of the date of this Quarterly Report and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

BUSINESS OVERVIEW

We are a global nonfiction media and entertainment company that provides programming across multiple distribution platforms throughout the world. We distribute customized programming, in over 40 languages, in the U.S. and over 200 other countries and territories. Our global portfolio of networks includes prominent television brands such as Discovery Channel, one of the first nonfiction networks and our most widely distributed global brand, TLC, and Animal Planet. We also have a diversified portfolio of websites and other digital media services, develop and sell curriculum-based products and services, and provide postproduction audio services.

Our objectives are to invest in content for our networks to build viewership, optimize distribution revenue, capture advertising sales, and create or reposition additional branded channels and businesses that can sustain long-term growth and occupy a desired programming niche with strong consumer appeal. Our strategy is to optimize the distribution, ratings, and profit potential of each of our branded networks. In addition to growing distribution and advertising revenues for our branded networks, we are extending content distribution across new platforms, including brand-aligned websites, mobile devices, VOD, broadband channels, and on-line streaming, which provide promotional platforms for our television programming and serve as additional outlets for advertising and distribution revenues.

Our content spans genres including science, exploration, survival, natural history, sustainability, technology, docu-series, anthropology, paleontology, history, space, archaeology, health and wellness, engineering, adventure, lifestyles, forensics, civilizations, and current events. Our programming tends to maintain its relevance for an extended period of time. As a result, a significant amount of our content translates well across international borders and is made even more accessible through extensive use of dubbing and subtitles in local languages. We also create local programming tailored to individual market preferences.

We have an extensive library of content and own all or most rights to the majority of our programming and footage, which enables us to exploit our library to launch new brands and services into new markets quickly. Our programming can be re-edited and updated in a cost-effective manner to provide topical versions of subject matter that can be utilized around the world. Substantially all of our programming is produced in high definition (“HD”) format.

Our media content is designed to target key audience demographics and the popularity of our programming creates a reason for advertisers to purchase commercial time on our channels. Audience ratings are a key driver in generating advertising revenue and creating demand on the part of cable television operators, direct-to-home (“DTH”) satellite operators, and other content distributors to deliver our programming to their customers.

We classify our operations in three segments: U.S. Networks, consisting principally of domestic television networks, websites, and other digital media services; International Networks, consisting primarily of international television networks and websites; and Education and Other, consisting principally of curriculum-based product and service offerings and postproduction audio services.

U.S. Networks

U.S. Networks generated net revenues of $681 million during the three months ended March 31, 2012, which represented 62% of our total consolidated net revenues. This segment wholly owns and operates nine national television networks, including Discovery Channel, TLC, Animal Planet, Investigation Discovery, and Science. In addition, this segment holds our interests in The Oprah Winfrey Network (“OWN”), The Hub, and 3net, which are networks operated by equity method investees.

U.S. Networks generates revenues from fees charged to distributors of our television networks’ content, which include cable and DTH satellite service providers and digital distributors, from advertising sold on our television networks, and other arrangements. Distribution fees are largely based on the number of subscribers receiving our programming. Advertising revenue is dependent upon a number of factors including the number of subscribers to our channels, viewership demographics, the popularity of our programming, and our ability to sell commercial time over a group of channels. U.S. Networks also generates income to offset expenses associated with providing affiliate and advertising sales representation and network services for equity method investee networks and the licensing of our brands for consumer products. During the three months ended March 31, 2012, distribution, advertising, and other revenues were 50%, 48%, and 2%, respectively, of total net revenues for this segment. Discovery Channel, TLC and Animal Planet collectively generated 68% of U.S. Networks’ total net revenues.

U.S. Networks’ largest single cost is content expense, including content amortization, content impairments, and production costs. U.S. Networks amortizes the cost of capitalized content rights based on the proportion that current estimated revenues bear to the estimated remaining total lifetime revenues, which normally results in an accelerated amortization method over the estimated useful lives. Certain networks utilize a straight-line method of amortization over the estimated useful lives of the content.

On January 1, 2011, we contributed the domestic Discovery Health network to OWN. The contribution included affiliate relationships with cable operators and DTH satellite service providers, content licenses, and website user information. The contribution did not impact our ownership interest, voting control, or governance rights related to OWN, but was accompanied by an equitable partner contribution to OWN. We recorded our contribution at fair value, which resulted in a pretax gain of $129 million. The gain resulted in $27 million of tax expense. Following the contribution, we no longer consolidate the domestic Discovery Health network. See Note 2 to the accompanying consolidated financial statements included in Item 1, “Financial Statements” in this Form 10-Q.

International Networks

International Networks generated net revenues of $380 million during the three months ended March 31, 2012, which represented 34% of our total consolidated net revenues. International Networks consists of national and pan-regional television networks and a portfolio of websites. Discovery Channel, Animal Planet, and TLC lead the International Networks’ branded television networks, which are distributed in virtually every pay-television market in the world through operational centers in London,

Singapore, and Miami. Of U.S. television companies, International Networks has one of the largest international television network distribution platforms with one to twelve networks in more than 200 countries and territories. At March 31, 2012, International Networks operated over 160 unique distribution feeds in over 40 languages with channel feeds customized according to language needs and advertising sales opportunities. International Networks also operates free to air networks in the U.K., Germany, Italy, and Spain. International Networks continues to pursue international expansion in select areas.

Similar to U.S. Networks, the primary source of revenue for International Networks are fees charged to operators who distribute our networks, which primarily include cable and DTH satellite service providers, and from advertising sold on our television networks. Distribution fees are largely based on the number of subscribers receiving our programming. Distribution revenue is recognized net of incentives that we provide to operators in exchange for carrying our networks. Incentives may include cash payment to operators (“launch incentives”), providing the channel to the distributor for free for a predetermined length of time, or both. Launch incentives are capitalized as assets upon launch of our network by the operator and are amortized on a straight-line basis as a reduction of revenue over the term of the contract, including free periods.

International television markets vary in their stages of development. Some, notably the U.K., are more advanced digital multi-channel television markets, while others remain in the analog environment with varying degrees of investment from operators in expanding channel capacity or converting to digital. Advertising revenue is dependent upon a number of factors including the stage of development of pay television markets, number of subscribers to our channels, viewership demographics, the popularity of our programming, and our ability to sell commercial time over a group of channels. In developing pay television markets, we expect that advertising revenue growth will result from subscriber growth, our localization strategy, and the shift of advertising spending from broadcast to pay television. In relatively mature markets, such as Western Europe, increased market penetration and distribution are unlikely to drive rapid growth. Instead, growth in advertising revenue will come from increasing viewership and advertising pricing on our existing pay television networks and launching new services in pay television and free television environments. During the three months ended March 31, 2012, distribution, advertising, and other revenues were 63%, 33%, and 4%, respectively, of total net revenues for this segment.

International Networks’ largest cost is content expense. International Networks executes a localization strategy by offering programming from U.S. Networks, customized content, and localized schedules via our distribution feeds. While our International Networks segment maximizes the use of programming from .S. Networks, we also develop local programming that is tailored to individual market preferences. International Networks amortizes the cost of capitalized content rights based on the proportion that current estimated revenues bear to the estimated remaining total lifetime revenues, which results in either an accelerated method or a straight-line method over the estimated useful lives.

Education and Other

Education and Other generated net revenues of $42 million during the three months ended March 31, 2012, which represented 4% of our total consolidated net revenues. Education and Other is comprised of curriculum-based product and service offerings and postproduction audio services. Our education business generates revenues primarily from subscriptions charged to K-12 schools for access to an online suite of curriculum-based VOD tools, professional development services, student assessment tools, publication of hardcopy curriculum-based content, corporate partnerships, and global brand and content licensing. Other businesses primarily include postproduction audio services that are provided to major motion picture studios, independent producers, broadcast networks, cable channels, advertising agencies, and interactive producers.

RESULTS OF OPERATIONS

Reclassifications

Beginning July 1, 2011, we expanded the types of revenue included in distribution revenue in our consolidated statements of operations to include fees charged for certain licensing arrangements, including those for digital streaming of library content, and reclassified prior year amounts. Such fees, which totaled $4 million for the three months ended March 31, 2011, were previously classified as other revenues and have been reclassified to distribution revenue to conform to the current presentation.

Consolidated Results of Operations

Our consolidated results of operations were as follows (in millions).


	Three Months Ended March 31,
	2012			2011			% Change
Revenues:
Distribution	$	576		$	484			19	%
Advertising		453			392			16	%
Other		74			75			(1	)%

Total revenues		1,103			951			16	%
Costs of revenues, excluding depreciation and amortization		311			273			14	%
Selling, general and administrative		315			269			17	%
Depreciation and amortization		30			30			—	%
Restructuring charges		1			1			—	%
Gain on disposition		—			(129	)		(100	)%

Total costs and expenses		657			444			48	%
Operating income		446			507			(12	)%
Interest expense		(55	)		(49	)		12	%
Other expense, net		(50	)		(7	)		NM

Income before income taxes		341			451			(24	)%
Provision for income taxes		(119	)		(146	)		(18	)%

Net income		222			305			(27	)%
Net income attributable to noncontrolling interests		(1	)		—			NM

Net income available to Discovery Communications, Inc. stockholders	$	221		$	305			(28	)%

NM – not meaningful.

Revenues

Distribution revenue increased $92 million. Excluding the impact of foreign currency fluctuations, distribution revenue increased 20%, or $96 million. During 2011 and 2012, we extended and expanded agreements to license selected library titles. As a result of titles delivered under these types of agreements, license revenue increased $50 million. The remaining distribution revenue increase was attributable to contractual rate increases and growth of pay television services and subscribers.

Advertising revenue increased $61 million. Excluding the impact of foreign currency fluctuations, advertising revenue increased 16%, or $64 million. The increase was primarily due to worldwide increases in pricing, higher ratings delivery and sellouts at U.S. Networks, and additional revenue from international free to air networks.

Other revenue decreased $1 million due to a decrease in revenue recognized from services provided to our unconsolidated equity method investees (see Note 12), offset by revenue from a production company acquired during the fourth quarter of 2011. Changes in foreign currency exchange rates did not significantly impact other revenues.

Costs of Revenues

Costs of revenues, which consist primarily of content expense, distribution costs, and sales commissions, increased $38 million. Excluding the impact of foreign currency fluctuations, costs of revenues increased 15%, or $40 million. The increase in costs of revenues was principally related to higher content expense of $26 million, which primarily reflects our continued investment in content, an increase of $8 million for charges associated with the licensing of selected library titles, and higher international production and distribution costs.

Selling, General and Administrative

Selling, general and administrative expenses, which consist principally of employee costs, marketing costs, research costs, occupancy and back office support fees, increased $46 million. Excluding the impact of foreign currency fluctuations, selling, general and administrative expenses increased 19%, or $50 million. The increase in selling, general and administrative expenses was

primarily due to higher employee compensation costs, increases in headcount, higher marketing costs, and increases of $24 million for equity-based compensation. Equity-based compensation expense increased $20 million due to an increase in the value of outstanding unit awards, which are cash-settled awards, and $4 million due to additional grants of stock options, performance-based restricted stock units (“PRSUs”) and service-based restricted stock units (“RSUs”).

Depreciation and Amortization

Depreciation and amortization expense, which includes depreciation of fixed assets and amortization of finite-lived intangible assets, was consistent compared to the prior year.

Restructuring Charges

We incurred restructuring charges of $1 million for each of the three months ended March 31, 2012 and 2011, related to various employee terminations and organizational changes.

Gain on Disposition

In connection with the contribution of the Discovery Health network to OWN on January 1, 2011, we recorded a pretax gain of $129 million for the three months ended March 31, 2011, which represents the fair value of the investment retained less the book basis of contributed assets.

Interest Expense

Interest expense increased $6 million due to an increase in outstanding debt.

Other Expense, Net

Other expense, net, which consists primarily of losses from our equity method investees, increased $43 million due to a $37 million increase in losses from equity method investees. During the three months ended March 31, 2012, accumulated losses depleted OWN’s equity balance requiring our recognition of 100% of OWN’s incremental net losses. We recognized 50% of OWN’s net losses throughout 2011. (See Note 3.)

Provision for Income Taxes

Our tax provision and effective tax rate were $119 million and 35%, respectively, for the three months ended March 31, 2012. The effective tax rate for the three months ended March 31, 2012 was consistent with the U.S. federal statutory income tax rate of 35% after adjustment for the incremental U.S. tax expense on the inter-company license fees established in the 2011 international reorganization and state income taxes, offset by production activity deductions and foreign tax credit benefits.

Our tax provision and effective tax rate were $146 million and 32%, respectively, for the three months ended March 31, 2011. The effective tax rate differed from the U.S. federal statutory income tax rate of 35% principally because we did not record a deferred tax liability of $21 million with respect to the portion of the outside basis in OWN attributable to the nondeductible goodwill contributed to OWN and production activity deductions, which were partially offset by state taxes.

The tax law that allows for the immediate deduction of certain domestic programming costs expired in 2011. If the tax law is extended, we would immediately deduct certain programming costs, which would decrease our current tax liability for 2012 with a corresponding increase to our deferred tax liability.

Segment Results of Operations

We evaluate the operating performance of our 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 equity-based compensation, (ii) depreciation and amortization, (iii) amortization of deferred launch incentives, (iv) exit and restructuring charges, (v) certain impairment charges, and (vi) gains (losses) on business and asset dispositions. We use this measure to assess the operating results and performance of our segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. We believe Adjusted OIBDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. We exclude mark-to-market equity-based compensation, exit and restructuring charges, certain impairment charges, and gains and losses on business and asset dispositions from the calculation of Adjusted OIBDA due to their

volatility. We also exclude the depreciation of fixed assets and amortization of intangible assets and deferred launch incentives as these amounts do not represent cash payments in the current reporting period. Adjusted OIBDA should be considered in addition to, but not a substitute for, operating income, net income, cash flows provided by operating activities and other measures of financial performance reported in accordance with U.S. generally accepted accounting principles (“GAAP”).

Additionally, certain corporate expenses are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. Additional financial information for our reportable segments is set forth in Note 14 to the accompanying consolidated financial statements.

Consolidated Adjusted OIBDA was calculated as follows (in millions).


	Three Months Ended March 31
	2012			2011			% Change
Revenues:
U.S. Networks	$	681		$	587			16	%
International Networks		380			323			18	%
Education and Other		42			41			2	%

Total revenues		1,103			951			16	%
Costs of revenues, excluding depreciation and amortization ⁽¹⁾		(311	)		(273	)		14	%
Selling, general and administrative ⁽¹⁾		(290	)		(265	)		9	%
Add: Amortization of deferred launch incentives ⁽²⁾		5			14			(64	)%

Adjusted OIBDA	$	507		$	427			19	%

NM – not meaningful.

⁽¹⁾	Costs of revenues and selling, general and administrative expenses exclude mark-to-market equity-based compensation, restructuring charges, gains (losses) on dispositions, and depreciation and amortization.

⁽²⁾	Amortization of deferred launch incentives are included as a reduction of distribution revenue for reporting in accordance with GAAP but are excluded from Adjusted OIBDA.

The following table presents our Adjusted OIBDA, by segment, with a reconciliation of total consolidated Adjusted OIBDA to consolidated operating income (in millions).


	Three Months Ended March 31,
	2012			2011			% Change
Adjusted OIBDA:
U.S. Networks	$	395		$	334			18	%
International Networks		171			144			19	%
Education and Other		5			8			(38	)%
Corporate and inter-segment eliminations		(64	)		(59	)		8	%

Total Adjusted OIBDA		507			427			19	%
Amortization of deferred launch incentives		(5	)		(14	)		(64	)%
Mark-to-market equity-based compensation		(25	)		(4	)		NM
Depreciation and amortization		(30	)		(30	)		—	%
Restructuring charges		(1	)		(1	)		—	%
Gain on dispositions		—			129			(100	)%

Operating income	$	446		$	507			(12	)%

NM – not meaningful.

U.S. Networks

The following table presents, for our U.S. Networks segment, revenues by type, certain operating expenses, contra revenue amounts, Adjusted OIBDA, and a reconciliation of Adjusted OIBDA to operating income (in millions).


	Three Months Ended March 31,
	2012			2011			% Change
Revenues:
Distribution	$	337		$	274			23	%
Advertising		329			290			13	%
Other		15			23			(35	)%

Total revenues		681			587			16	%
Costs of revenues, excluding depreciation and amortization		(171	)		(147	)		16	%
Selling, general and administrative		(117	)		(108	)		8	%
Add: Amortization of deferred launch incentives		2			2			—	%

Adjusted OIBDA		395			334			18	%
Amortization of deferred launch incentives		(2	)		(2	)		—	%
Depreciation and amortization		(3	)		(4	)		(25	)%
Restructuring charges		(1	)		(1	)		—	%
Gain on disposition		—			129			(100	)%

Operating income	$	389		$	456			(15	)%

NM – not meaningful.

Revenues

Distribution revenue increased $63 million primarily due to the extension and expansion of agreements to license selected library titles. As a result of titles delivered under these types of agreements, license revenue increased $50 million. The remaining distribution revenue increase was attributable to annual contractual rate increases and increases in paying subscribers, principally for our networks carried on the digital tier.

Advertising revenue increased $39 million driven by increased pricing in the upfront and scatter markets, higher ratings delivery and higher sellouts.

Other revenue decreased $8 million due to a decrease in revenue recognized from services provided to our unconsolidated equity method investees (See Note 12).

Costs of Revenues

Costs of revenues increased $24 million due to higher content expense, which primarily reflects our continued investment in content, and an increase of $8 million in expenses associated with the licensing of selected library titles.

Selling, General and Administrative

Selling, general and administrative expenses increased $9 million attributable to higher marketing and personnel costs.

Adjusted OIBDA

Adjusted OIBDA increased $61 million primarily due to increased revenue from licensing of selected library titles, contractual rate increases with our affiliates, and higher advertising sales, partially offset by higher content expense and selling, general and administrative expenses.

International Networks

The following table presents, for our International Networks segment, revenues by type, certain operating expenses, contra revenue amounts, Adjusted OIBDA, and a reconciliation of Adjusted OIBDA to operating income (in millions).


	Three Months Ended March 31,
	2012			2011			% Change
Revenues:
Distribution	$	239		$	210			14	%
Advertising		124			102			22	%
Other		17			11			55	%

Total revenues		380			323			18	%
Costs of revenues, excluding depreciation and amortization		(119	)		(105	)		13	%
Selling, general and administrative		(93	)		(86	)		8	%
Add: Amortization of deferred launch incentives		3			12			(75	)%

Adjusted OIBDA		171			144			19	%
Amortization of deferred launch incentives		(3	)		(12	)		(75	)%
Depreciation and amortization		(11	)		(10	)		10	%

Operating income	$	157		$	122			29	%

NM – not meaningful.

Revenues

Distribution revenue increased $29 million. Excluding the impact of foreign currency fluctuations, distribution revenue increased 16%, or $33 million, which is attributable to continued growth of pay television services and subscribers across all regions, as well as decreased amortization of deferred launch incentives.

Advertising revenue increased $22 million. Excluding the impact of foreign currency fluctuations, advertising revenue increased by 25%, or $25 million, due to improved pricing across most regions and increased viewership at free to air networks and new and rebranded cable networks.

Other revenue increased $6 million due to revenue from a production company acquired during the fourth quarter of 2011. Changes in foreign currency exchange rates did not significantly impact other revenues.

Costs of Revenues

Costs of revenues increased $14 million. Excluding the impact of foreign currency fluctuations, costs of revenues increased 15%, or $16 million, due to increased content investment, as well as higher production and distribution costs.

Selling, General and Administrative

Selling, general and administrative expenses increased $7 million. Excluding the impact of foreign currency fluctuations, selling, general and administrative expenses increased 13%, or $11 million, attributable to increased personnel costs across most regions. The variance in foreign currency largely resulted from working capital revaluations for European and Asian entities.

Adjusted OIBDA

Adjusted OIBDA increased $27 million primarily due to the growth of television services and subscribers across all regions, which resulted in higher distribution and advertising revenues, as well as higher costs of revenues and selling, general, and administrative expenses. Changes in foreign currency exchange rates did not significantly impact Adjusted OIBDA.

Education and Other

The following table presents, for our Education and Other segment, revenues, certain operating expenses, Adjusted OIBDA, and a reconciliation of Adjusted OIBDA to operating income (in millions).


	Three Months Ended March 31,
	2012			2011			% Change
Revenues	$	42		$	41			2	%
Costs of revenues, excluding depreciation and amortization		(21	)		(21	)		—	%
Selling, general and administrative		(16	)		(12	)		33	%

Adjusted OIBDA		5			8			(38	)%
Depreciation and amortization		(1	)		(2	)		(50	)%

Operating income	$	4		$	6			(33	)%

NM – not meaningful.

Revenues

Revenues were consistent with prior year amounts.

Costs of Revenues

Costs of revenues, which consist principally of content expense, royalty payments, and distribution costs, were consistent with prior year amounts.

Selling, General and Administrative

Selling, general and administrative expenses, which are principally comprised of employee costs, increased $4 million due to additional headcount.

Adjusted OIBDA

Adjusted OIBDA decreased $3 million primarily due to increased employee expenses.

Corporate and Inter-segment Eliminations

The following table presents, for our unallocated corporate amounts, certain operating expenses, Adjusted OIBDA, and a reconciliation of Adjusted OIBDA to operating loss (in millions).


	Three Months Ended March 31,
	2012			2011			% Change
Selling, general and administrative	$	(64	)	$	(59	)		8	%

Adjusted OIBDA		(64	)		(59	)		8	%
Mark-to-market equity-based compensation		(25	)		(4	)		NM
Depreciation and amortization		(15	)		(14	)		7	%

Operating loss	$	(104	)	$	(77	)		35	%

NM – not meaningful.

Corporate operations primarily consist of executive management, administrative support services, substantially all of our equity-based compensation, and a consolidated joint venture. Corporate expenses are excluded from segment results to evaluate business segment performance based upon decisions made directly by business segment executives.

Selling, general and administrative expenses increased $5 million due to higher equity-based compensation expense for equity-settled awards such as stock options, PRSUs, and RSUs that received fixed accounting.

FINANCIAL CONDITION

Sources and Uses of Cash

Our principal sources of cash are cash and cash equivalents on hand, cash flows from operating activities, available borrowing capacity under our revolving credit facility, and access to capital markets. As of March 31, 2012, we had $2.0 billion of available capital resources, which were comprised of $1.0 billion of cash and cash equivalents on hand and approximately $1.0 billion available to borrow under our revolving credit facility. As a public company, we may have access to other sources of capital such as the public bond and equity markets. On June 17, 2009, we filed a Registration Statement on Form S-3 (the “Shelf Registration”) with the SEC in which we registered securities, including debt securities, common stock, and preferred stock. We have issued approximately $4.2 billion of senior notes under the Shelf Registration. Access to sufficient capital from the public market is not assured.

Our primary uses of cash include the creation and acquisition of new content, repurchases of treasury stock, personnel costs, payments for income taxes and interest on our outstanding senior notes, and funding various equity method investments. On April 25, 2012, our Board of Directors approved an additional $1.0 billion under our stock repurchase program, pursuant to which we were previously authorized to purchase up to $2.0 billion of our common stock. The additional authorization of $1.0 billion to our stock repurchase program will expire on April 25, 2014. We have been funding and expect to continue to fund repurchases through a combination of cash on hand, cash generated by operations, borrowings under our revolving credit facility, and future financing transactions. Under the program, management is authorized to purchase shares through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements and subject to stock price, business conditions, market conditions, and other factors. The repurchase program has no expiration date. In addition, we expect to continue to provide significant additional funding to our equity method investees and over time to recoup amounts funded.

We believe our financial condition is sound and anticipate that our existing cash and cash equivalents on hand, cash generated by operating activities and cash available to us, considered together, will meet our anticipated operating cash requirements for at least the next twelve months.

Cash Flows

Changes in cash and cash equivalents were as follows (in millions).


	Three Months Ended March 31,
	2012			2011
Cash and cash equivalents, beginning of period	$	1,048		$	466
Cash provided by operating activities		248			217
Cash used in investing activities		(42	)		(70	)
Cash used in financing activities		(213	)		(168	)
Effect of exchange rate changes on cash and cash equivalents		3			8

Net change in cash and cash equivalents		(4	)		(13	)

Cash and cash equivalents, end of period	$	1,044		$	453

Operating Activities

Cash provided by operating activities increased $31 million for the three months ended March 31, 2012 compared to the three months ended March 31, 2011 primarily due to operating results. There were also decreases in cash settled equity-based compensation payments of $42 million as a result of fewer settlements, offset by increases in taxes paid of $44 million as a result of a $39 million tax refund received during 2011 without a comparable refund during the three months ended March 31, 2012.

Investing Activities

Cash flows used in investing activities decreased $28 million for the three months ended March 31, 2012 compared to the three months ended March 31, 2011. The decrease was primarily attributable to declines in advances to our equity method investees of $19 million. Additionally, there were $17 million in investment proceeds from an equity method investee that were partially offset by increases of $10 million in purchases of property and equipment.

Financing Activities

Cash flows used in financing activities increased $45 million for the three months ended March 31, 2012 compared to the three months ended March 31, 2011. The increase was principally due to a $121 million increase in repurchases of our Series C common stock pursuant to our stock repurchase program. The increase in cash used in financing activities was partially offset by a $47 million increase in proceeds from stock option exercises and a $26 million increase in excess tax benefits from stock-based compensation.

Capital Resources

As of March 31, 2012, we had approximately $2.0 billion of total capital resources available and comprised of the following (in millions).


	March 31, 2012
	Total Capacity		Outstanding Letters of Credit		Outstanding Indebtedness		Unused Capacity
Cash and cash equivalents	$	1,044	$	—	$	—	$	1,044
Revolving credit facility		1,000		1		—		999
Fixed rate public debt:
3.70% Senior Notes, semi-annual interest, due June 2015		850		—		850		—
5.625% Senior Notes, semi-annual interest, due August 2019		500		—		500		—
5.05% Senior Notes, semi-annual interest, due June 2020		1,300		—		1,300		—
4.375% Senior Notes, semi-annual interest, due June 2021		650		—		650		—
6.35% Senior Notes, semi-annual interest, due June 2040		850		—		850		—

Total fixed rate public debt		4,150		—		4,150		—

Total	$	6,194	$	1	$	4,150	$	2,043

As of March 31, 2012, $15 million of the Company’s $1.0 billion of cash and cash equivalents was held by our foreign corporations. We intend to permanently reinvest these funds outside of the U.S., and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations. However, if these funds are needed for our operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate them.

COMMITMENTS AND OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of business, we enter into various commitments for the purchase of goods or services that require us to make payments or provide funding in the event certain circumstances occur. Information regarding our commitments and off-balance sheet arrangements is set forth in Note 13 to the accompanying consolidated financial statements.

RELATED PARTY TRANSACTIONS

In the ordinary course of business we enter into transactions with related parties, primarily our equity method investees and Liberty Global, Inc., Liberty Interactive Corporation, and Liberty Media Corporation. Information regarding transactions and amounts with related parties is set forth in Note 12 to the accompanying consolidated financial statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our critical accounting policies and estimates have not changed since December 31, 2011. Disclosure about our critical accounting policies and estimates is set forth in Item 7, “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” in our 2011 Form 10-K.

NEW ACCOUNTING AND REPORTING PRONOUNCEMENTS

We adopted certain accounting and reporting standards during the three months ended March 31, 2012. Information regarding our adoption of new accounting and reporting standards is set forth in Note 1 to the accompanying consolidated financial statements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposures to market risk have not changed materially since December 31, 2011. Quantitative and qualitative disclosures about our existing market risk are set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our 2011 Form 10-K.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2012, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the three months ended March 31, 2012, there were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

In the normal course of business, we experience routine claims and legal proceedings. It is the opinion of our management, based on information available at this time, that none of the current claims and proceedings will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 1A. Risk Factors

Our risk factors have not changed materially since December 31, 2011. Disclosure about our existing risk factors is set forth in Item A, “Risk Factors,” in our 2011 Form 10-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered securities during the three months ended March 31, 2012.

The following table presents information about our repurchases of common stock that were made through open market transactions during the three months ended March 31, 2012.


Period	Total Number of Shares Purchased		Average Price Paid per Share ⁽¹⁾		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽²⁾		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ⁽¹⁾⁽²⁾
Series C common stock:
January 1, 2012 – January 31, 2012		1,916,161	$	38.75		1,916,161	$	823,724,513
February 1, 2012 – February 29, 2012		1,960,794	$	40.44		1,960,794	$	744,425,360
March 1, 2012 – March 31, 2012		3,022,801	$	44.48		3,022,801	$	609,971,442

Total		6,899,756	$	41.74		6,899,756	$	609,971,442

⁽¹⁾	The amounts do not give effect to any fees, commissions or other costs associated with repurchases of shares.

⁽²⁾

As of March 31, 2012, the Company had been authorized to purchase up to $2.0 billion of its common stock under the repurchase program. On April 25, 2012, the Company’s Board of Directors approved an additional $1.0 billion under our stock repurchase program. We expect to fund repurchases through a combination of cash on hand, cash generated by operations, borrowings under our revolving credit facility, and future financing transactions. Under the program, management is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to stock price, business and market conditions and other factors. The repurchase program does not have an expiration date, although the additional authorization of $1 billion to our stock repurchase program will expire on April 25, 2014. The above repurchases were funded using cash on hand. There were no repurchases of our Series A common stock or Series B common stock during the three months ended March 31, 2012.

ITEM 6. Exhibits.


Exhibit No.		Description

10.1		Employment Agreement dated as of January 9, 2012 between Andrew Warren and Discovery Communications, LLC (filed herewith)

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS		XBRL Instance Document (furnished herewith)

101.SCH		XBRL Taxonomy Extension Schema Document (furnished herewith)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith)

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith)

101.LAB		XBRL Taxonomy Extension Label Linkbase Document (furnished herewith)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith)

Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011, (ii) Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011, (iii) Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2012 and 2011, (iv) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011, (v) Consolidated Statements of Equity for the Three Months Ended March 31, 2012 and 2011, and (vi) Notes to Consolidated Financial Statements.

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.


	DISCOVERY COMMUNICATIONS, INC. (Registrant)

Date: May 8, 2012	By:	/s/ David M. Zaslav
		David M. Zaslav
		President and Chief Executive Officer

Date: May 8, 2012	By:	/s/ Andrew Warren
		Andrew Warren
		Senior Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

10.1		Employment Agreement dated as of January 9, 2012 between Andrew Warren and Discovery Communications, LLC (filed herewith)

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS		XBRL Instance Document (furnished herewith)

101.SCH		XBRL Taxonomy Extension Schema Document (furnished herewith)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith)

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith)

101.LAB		XBRL Taxonomy Extension Label Linkbase Document (furnished herewith)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith)

Exhibit 10.1

EXECUTION COPY

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made this 9 ^th day of January, 2012 by and between Discovery Communications, LLC (“Company”) and Andrew Warren (“Executive”).

As a condition to and in consideration of the mutual promises and covenants set forth in this Agreement, Company hereby offers Executive and Executive hereby accepts employment upon the terms and conditions set forth herein.

I.	DUTIES, ACCEPTANCE, LOCATION

Company hereby employs Executive to render exclusive and full-time services as Chief Financial Officer, upon the terms and conditions set forth herein. Executive’s duties shall be consistent with his title and as otherwise directed by Company. Executive’s primary office location shall be Company’s corporate headquarters in Silver Spring, Maryland. Company shall provide Executive with suitable office space in both the Maryland headquarters and, for the period from Executive’s date of hire until August 31, 2013, suitable office space at the Company’s offices in New York. If Company deems it necessary, subject to Section IV(D)(1)(b) hereof, Company may change the location where Executive works.

Executive shall report to the Chief Executive Officer of Company. Company reserves the right to change the individual and/or position to whom/which Executive reports, except the Executive shall not report to a level lower than the Chief Executive Officer.

Executive hereby accepts such employment and agrees to render the services described above. Throughout his employment with Company, Executive agrees to serve Company faithfully and to the best of his ability, and to devote his full business time and energy to perform the duties arising under this Agreement in a professional manner that does not discredit, but furthers the interests of Company.

II.

TERM OF EMPLOYMENT

Subject to Section IV, Executive’s term of employment shall be three (3) years beginning on March 26, 2012 and ending on the third anniversary of that date (“Term of Employment”).

Company shall have the option to enter negotiations with Executive to renew this Agreement with Executive for an additional term. If Company wishes to exercise its option to enter negotiations with Executive to renew this Agreement, it will give Executive written notice of its intent to enter such negotiations to renew not later than 270 days prior to the end of the Term of Employment. The Term of Employment may not, however, be extended unless by mutual agreement of the Company and Executive as to all of the material terms and conditions of the extension. In the event the parties do not enter into an agreement to extend this Agreement for an additional term, this Agreement shall expire and the Term of Employment shall end on the third anniversary of Executive’s first day of employment; provided, however, that if the Company elects not to renew this Agreement, Executive shall be eligible for a severance payment pursuant to Section IV(D)(2) herein. If Company offers to renew this Agreement, but the parties are unable to agree on final terms, and Executive terminates employment at the end of the Term of Employment, Executive will be eligible for a Noncompetition Payment (as defined by, and in accordance with, Sections VI (G) and IV(D)(2), below).

III.

COMPENSATION

Base Salary . Company agrees to provide Executive with an annual base salary of NINE HUNDRED THOUSAND DOLLARS ($900,000). Beginning effective the first day of the Term of Employment, this sum will be paid over the course of twelve months, in increments paid on regular Company paydays, less such sums as the law requires Company to deduct or withhold. Executive’s future salary increases will be reviewed and decided in accordance with Company’s standard practices and procedures, except that Executive shall not be eligible for a further merit increase in the March 2012 merit increase review.

Bonus/Incentive Payment . In addition to the base salary paid to Executive pursuant to Section III(A), Executive shall be eligible for an annual incentive payment target of one hundred percent (100%) of his base salary. The portion of the incentive payment to be received by Executive will be determined in accordance with Company’s applicable incentive or bonus plan in effect at that time (e.g., subject to reduction for Company under-performance and increase for Company over-performance) and will be paid in the accordance with the applicable incentive or bonus plan.

Benefits . Executive shall be entitled to participate in and to receive any and all benefits generally available to executives at Executive’s level in the company in accordance with the terms and conditions of the applicable plan or arrangement.

Equity Program . Executive will be recommended for awards of nonqualified stock options (“Stock Options”) and restricted stock units (“RSUs”) under the Discovery Communications, Inc. 2005 Incentive Plan (the “Stock Plan”), during the first 60 days after Executive’s first day of employment. The award shall be subject to approval by the Equity Compensation Subcommittee of the Compensation Committee and made in two tranches: an award of Stock Options with a target value of ONE MILLION DOLLARS ($1,000,000), and an award of RSUs with a target value of ONE MILLION DOLLARS ($1,000,000). The number of units for the RSUs will be calculated by dividing the target value by the closing price of Discovery Series A common stock on the day before the date of grant, and the number of Stock Options using the Black-Scholes value as of the last trading day of the month prior to date of grant. The terms of the grant are subject to the terms of the Stock Plan and implementing award agreements. Beginning in 2013, Executive shall be considered for annual equity awards under the Company’s standard process for similarly-situated senior executives. Notwithstanding the foregoing, in the event that the Company reasonably concludes that Executive has not moved his primary residence to the Washington, DC metropolitan area on or before September 1, 2013, Executive shall not be entitled to be considered for an equity award in 2014.

Relocation . Executive shall receive and be afforded relocation benefits in accordance with Discovery’s relocation policy, as the same may be modified from time to time. Discovery shall authorize relocation effective January 1, 2013. In addition to the benefits available under the relocation policy, Company shall provide Executive with the transition benefits reflected on Exhibit A to this Agreement.

IV.

TERMINATION OF EMPLOYMENT AND AGREEMENT

Death . If Executive should die during the Term of Employment, this Agreement will terminate. No further amounts or benefits shall be payable except earned but unpaid base salary and those benefits that may vest in accordance with the controlling documents for other relevant Company benefits programs, which shall be paid in accordance with the terms of such other Company benefit programs, including the terms governing the time and manner of payment.

Inability To Perform Duties . If, during the Term of Employment, Executive should become physically or mentally disabled, such that he is unable to perform his duties under Sections I (A) and (C) hereof for (i) a period of six (6) consecutive months or (ii) for shorter periods that add up to six (6) months in any eight (8)-month period, by written notice to

the Executive, Company may terminate this Agreement. Notwithstanding the foregoing, Executive’s employment shall terminate upon Executive incurring a “separation from service” under the medical leave rules of Section 409A. In that case, no further amounts or benefits shall be payable to Executive, except that until (i) he is no longer disabled or (ii) he becomes 65 years old — whichever happens first — Executive may be entitled to receive continued coverage under the relevant medical or disability plans to the extent permitted by such plans and to the extent such benefits continue to be provided to the Company executives at Executive’s level in the Company generally, provided that in the case of any continued coverage under one or more of Company’s medical plans, if Company determines that the provision of continued medical coverage at Company’s sole or partial expense may result in Federal taxation of the benefit provided thereunder to Executive or his dependents, or in other penalties applied to the Company, then Executive shall be obligated to pay the full monthly COBRA or similar premium for such coverage.

Termination For Cause .

Company may terminate Executive’s employment and this Agreement for Cause by written notice. Cause shall mean under this paragraph: (i) the conviction of, or nolo contendere or guilty plea, to a felony (whether any right to appeal has been or may be exercised); (ii) conduct constituting embezzlement, material misappropriation or fraud, whether or not related to Executive’s employment with the Company; (iii) conduct constituting a financial crime, material act of dishonesty or conduct in violation of Company’s Code of Business Conduct and Ethics; (iv) improper conduct substantially prejudicial to the Company’s business; (v) willful unauthorized disclosure or use of Company confidential information; (vi) material improper destruction of Company property; or (vii) willful misconduct in connection with the performance of Executive’s duties.

In the event that Executive materially neglects his duties under Sections I(A) or (C) hereof or engages in other conduct that constitutes a breach by Executive of this Agreement (collectively “Breach”), Company shall so notify Executive in writing. Executive will be afforded a one-time-only opportunity to cure the noted Breach within ten (10) days from receipt of this notice. If no cure is achieved within this time, or if Executive engages in the same Breach a second time after once having been given the opportunity to cure, Company may terminate this Agreement by written notice to Executive.

Any termination of employment pursuant to Sections IV(C)(1) or Section IV(C)(2) hereof shall be considered a termination of Executive’s employment “For Cause” (or for “Cause”) and upon such termination, Executive shall only be entitled to receive any amounts or benefits hereunder that have been earned or vested at the time of such termination in accordance with the terms of the applicable governing Company plan(s), (including the provisions of such plan(s) governing the time and manner of payment), and/or as may be required by law. “Cause” as used any such Company plan shall be deemed to mean solely the commission of the acts described in Sections IV(C)(1) or Section IV(C)(2) hereof (after giving effect to the cure opportunity described therein).

Termination Of Agreement By Executive for Good Reason/Termination of Agreement by Company Not For Cause .

Company may terminate Executive’s employment and this Agreement not for Cause (as “cause” is defined above), and Executive may terminate his employment and this Agreement for “good reason” as defined herein. “Good Reason” for purposes of this Agreement shall only mean the occurrence of any of the following events without Executive’s consent: (a) a material reduction in Executive’s duties or responsibilities; or (b) Company’s material change in the location of the Company office where Executive works (i.e., relocation to a location outside the Washington, DC metropolitan area), provided however, that Executive must provide the Company with written notice of the existence of the change constituting Good Reason within sixty (60) days of any such event having occurred, and allow the Company thirty (30) days to cure the same. If Company so cures the change, Executive shall not have a basis for terminating his/her employment for Good Reason with respect to such cured change. In addition, in the event a change occurs that triggers Executive’s right to terminate this Agreement for Good Reason, Executive must exercise his right in writing to terminate this Agreement for Good Reason within ninety (90) days of the effective date of the applicable change or upon the change becoming known to him or such right shall be deemed waived.

If Company terminates Executive’s employment and this Agreement not for Cause, or if Executive terminates his employment and this Agreement for Good Reason then the following payments (“Severance Payment”) will be made:

(a) Subject to paragraph 3 immediately below, on the Release Deadline (as defined below), Company will commence to pay Executive Executive’s annual base salary for the longer of (i) the balance of the Term of Employment, (ii) fifty-two (52) weeks, or (iii) the number of weeks of severance to which the Executive would have been entitled had the Company’s then-current redundancy severance plan applied to Executive’s termination (the “Base Salary Continuation”). In the event the period of Base Salary Continuation is calculated under Section 2(a)(ii) or 2(a)(iii) of this paragraph and the Company relieves the Executive of all of Executive’s work responsibilities for some period of time prior to the effective date of Executive’s termination of employment, this period of “garden leave” shall be offset against the number of weeks of Base Salary Continuation. Notwithstanding the foregoing, the Base Salary Continuation may in no event be less than thirteen (13) weeks.

The Base Salary Continuation shall be paid in substantially equal increments on regular Company paydays, less required deductions and withholdings, until the balance is paid in full.

(b) Executive will be paid (i) the prorated portion of his bonus under Company’s incentive or bonus plan for the year in which the termination occurs (the “Prorated Bonus”), and (ii) an additional bonus amount equal to Executive’s unprorated annual bonus, at target. The bonus/incentive payment portion of the Severance Payment will be paid in the year following the calendar year in which the termination occurs on the date that Company pays bonuses/incentive payments to its other executives at Executive’s level in the Company (on or before March 15 of the calendar year following the year of termination), and the Prorated Bonus shall be subject to satisfying the performance conditions of the bonus/incentive plan and the terms and conditions of the actual bonus/incentive plan in effect at the time.

No Severance Payment will be made if Executive fails to sign a release in the form attached hereto. Such release must be executed and become effective within the sixty (60) calendar day period following the date of Executive’s “separation from service” within the meaning of Section 409A (the last day of such period being the “Release Deadline”). No Severance Payment will be made if Executive violates the provisions of Section VI hereof, in which case all Severance Payment shall cease, and those already made shall be forfeited.

Company agrees that if, at the time Executive is Terminated not For Cause, or Executive terminates his employment for Good Reason, Company has a standard severance policy in effect that would be applicable in the absence of this Agreement (i.e., applicable to the circumstances surrounding the termination) and that would result in Executive’s receiving a sum greater than this Severance Payment, Executive will receive whichever is the greater of these two payments; provided, that if (i) the standard severance policy would provide for a sum greater than the Severance Payment, and (ii) the payment schedule under the Severance Policy is different from the payment schedules for the Severance Payment and would result in an impermissible acceleration or delay in payment in violation of the time and manner of payment requirements of Section 409A, then the payment schedule provided in the Company’s standard severance policy shall only apply to the portion of the amount payable under the standard severance policy that exceeds the Severance Payment.

If Executive terminates this Agreement before the Term of Employment has expired for a reason other than those stated in Section IV(D)(1) hereof, it will be deemed a material breach of this Agreement. Executive agrees that, in that event, in addition to any other rights and remedies which Company may have as a result of such breach, he will forfeit all right and obligations to be compensated for any remaining portion of his annualized base salary, Severance Payment, bonus/incentive payment that may otherwise be due under this Agreement, pursuant to other Company plans or policies, or otherwise, except as may be required by law.

Right To Offset . In the event that Executive secures employment or any consulting or contractor or business arrangement for services he performs during the period that any payment from Company is continuing under Section IV(D) hereof, Executive shall have the obligation to timely notify Company of the source and amount of payment (“Offset Income”). Company shall have the right to reduce the amounts it would otherwise have to pay Executive by the Offset Income. Executive acknowledges and agrees that any deferred compensation for his services from another source that are performed while receiving Severance Payment from Company, will be treated as Offset Income (regardless of when Executive chooses to receive such compensation). In addition, to the extent that Executive’s compensation arrangement for the services include elements that are required to be paid later in the term of the arrangement (e.g., bonus or other payments that are earned in full

or part based on performance or service requirements for the period during which the Severance Payment is made), the Company may calculate the Offset Income by annualizing or by using any other reasonable methodology to attribute the later payments to the applicable period of the Severance Payment. Executive agrees to provide Company with information sufficient to determine the calculation of the Offset Income, including compensation excerpts of any employment agreement or other contract for services, Form W-2s, and any other documentation that the Company reasonably may require, and that failure timely to provide notice to the Company of Offset Income or to respond to inquiries from Company regarding any such Offset Income shall be deemed a material breach of this Agreement. Executive also agrees that Company shall have the right to inquire of third party individuals and entities regarding potential Offset Income and to inform such parties of Company’s right of offset under this Agreement with Executive. Accordingly, Executive agrees that no further Severance Payment from Company will be made until or unless this breach is cured and that all payments from Company already made to Executive, during the time he failed to disclose his Offset Income, shall be forfeited and must be returned to Company upon its demand. Any offsets made by the Company pursuant to this Section IV(E) shall be made at the same time and in the same amount as a Severance Payment amount is otherwise payable (applying the Offset Income to the Company’s payments in the order each are paid) so as not to accelerate or delay the payment of any Severance Payment installment. Furthermore, in the event that Executive provides Competitive Services during the first six months after the expiration of the Restricted Period (both as defined in Section VI), and fails to obtain the Company’s prior written consent to do so, Executive shall not be entitled to any Severance Payment during any period of such six-month period in which he is providing Competitive Services.

Mitigation . In the event of termination of employment pursuant to Section IV(D) herein, and during the period that any payment from Company is continuing or due under Section IV(D), Executive shall be under a continuing obligation to seek other employment, including taking all reasonable steps to identify and apply for any comparable, available jobs for which Executive is qualified. At the Company’s request, Executive may be required to furnish to the Company proof that Executive has engaged in efforts consistent with this paragraph, and Executive agrees to comply with any such request. Executive further agrees that the Company may follow-up with reasonable inquiries to third parties to confirm Executive’s mitigation efforts. Should the Company determine in good faith that Executive failed to take reasonable steps to secure alternative employment consistent with this paragraph, the Company shall be entitled to cease any payments due to Executive pursuant to Section IV(D)(2).

V.	CONFIDENTIAL INFORMATION

Executive acknowledges his fiduciary duty to Company. As a condition of employment, Executive agrees to protect and hold in a fiduciary capacity for the benefit of Company all confidential information, knowledge or data, including the terms of this Agreement and, without limitation, all trade secrets relating to Company or any of its subsidiaries, and their respective businesses, (i) obtained by the Executive during his employment by Company or otherwise and (ii) that is not otherwise publicly known (other than by reason of an unauthorized act by the Executive). After termination of the Executive’s employment with Company, Executive shall not communicate or divulge any such information, knowledge or data to anyone other than Company and those designated by it, without the prior written consent of Company.

In the event that Executive is compelled, pursuant to a subpoena or other order of a court or other body having jurisdiction over such matter, to produce any information relevant to Company, whether confidential or not, Executive agrees to provide Company with written notice of this subpoena or order so that Company may timely move to quash if appropriate.

Executive also agrees to cooperate with Company in any legal action for which his participation is needed. Company agrees to try to schedule all such meetings so that they do not unduly interfere with Executive’s pursuits after he is no longer in Company’s employ.

VI.

RESTRICTIVE COVENANTS

Executive covenants that during his employment with Company and, for a period of twelve (12) months after the conclusion of Executive’s employment with Company (the “Restricted Period”), he will not, directly or indirectly, on his own behalf or on behalf of any entity or individual, engage in the following activities within the Restricted Territory: (a) become or provide services as an officer, employee, director, agent, representative, associate or consultant or have a proprietary interest in any entity that is primarily engaged in non-fiction television programming services, or (b) in any way provide services to any entity or individual in which Executive’s primary responsibilities relate to non-fiction television programming services (“Competitive Services”). The Restricted Territory is the United States and any other country for which the Executive had management responsibility (e.g., supervised employees located in that country or was involved in business or programming operations in that country) at any time during the three (3) years prior to the Executive’s separation from employment. This provision shall not prevent Executive from owning stock in any publicly-traded

company. Executive agrees that this Section VI (A) is a material part of this Agreement, breach of which will cause Company irreparable harm and damages, the loss of which cannot be adequately compensated at law. In the event that the provisions of this paragraph should ever be deemed to exceed the limitations permitted by applicable laws, Executive and Company agree that such provisions shall be reformed to the maximum limitations permitted by the applicable laws. In the event that the Executive is placed on “garden leave” pursuant to Section IV (D) prior to separation and the period of Base Salary Continuation is less than twelve months, the Restricted Period shall be twelve months or the period of Base Salary Continuation, whichever is shorter.

If Executive wishes to pursue Competitive Services during the Restricted Period and to obtain the written consent of the Company before doing so, Executive may request consent from the Company by providing written evidence, including assurances from Executive and his potential employer, that the fulfillment of Executive’s duties in such proposed work or activity would not involve any use, disclosure, or reliance upon the confidential information or trade secrets of the Company.

During his employment and for a period of twelve (12) months following the conclusion of Executive’s employment with Company, Executive covenants that he will not directly or indirectly solicit, recruit, interfere with otherwise attempt to entice, any employees of Company or its subsidiary and affiliated companies to leave their employment.

During his employment and for a twelve (12) month period following the conclusion of Executive’s employment with Company, Executive covenants that he will not directly or indirectly solicit, recruit, interfere with or otherwise attempt to entice, solicit, induce or encourage any vendor, producer, independent contractor, or business partner to terminate its business relationship with Company or its subsidiary and affiliated companies.

During the period Executive is employed by Company, Executive covenants and agrees not to engage in any other business activities whatsoever, or to directly or indirectly render services of a business, commercial or professional nature to any other business entity or organization, regardless of whether Executive is compensated for these services. The only exception to this provision is if Executive obtains the prior written consent of Company’s President and Chief Executive Officer.

Throughout the period that Executive is an employee of Company, Executive agrees to disclose to Company any direct investments (i.e., an investment in which Executive has made the decision to invest in a particular company) he has in a company that is Company’s Competitor or that Company is doing business with during the Term of Employment

(“Company”), if such direct investments result in Executive or Executive’s immediate family members, and/or a trust established by Executive or Executive’s immediate family members, owning five percent or more of such a Competitor or Company. This Section VI(F) shall not prohibit Executive, however, from making passive investments (i.e., where Executive does not make the decision to invest in a particular company, even if those mutual funds, in turn, invest in such a Competitor or Company). Regardless of the nature of Executive’s investments, Executive herein agrees that his investments may not materially interfere with Executive’s obligations and ability to provide services under this Agreement.

If Company offers to renew this Agreement, Executive declines such renewal offer from the Company, and Executive terminates employment at the end of the Term of Employment, Executive will be eligible for a Noncompetition Payment. Provided that Executive signs a release in the form attached hereto, and such release is executed and becomes effective on or before the Release Deadline (as defined in Section IV(D)(2)), on the Release Deadline, Company will commence to pay Executive an amount equal to 50% of Executive’s annual base salary for the Restricted Period. The Noncompetition Payment shall be paid in substantially equal increments on regular Company paydays, less required deductions and withholdings, until the balance is paid in full, provided that Executive complies with the provisions of this Section VI.

In the event that Executive violates any provision of this Section VI, in addition to any injunctive relief and damages to which Executive acknowledges Company would be entitled, all Severance Payment or Noncompetition Payment to Executive, if any, shall cease, and those already made will be forfeited.

VII.

ARBITRATION

Submission To Arbitration . Company and Executive agree to submit to arbitration all claims, disputes, issues or controversies between Company and Executive or between Executive and other employees of Company or its subsidiaries or affiliates (collectively “Claims”) directly or indirectly relating to or arising out of Executive’s employment with Company or the termination of such employment including, but not limited to Claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Employee Retirement Income Security Act, any Claim arising out of this Agreement, and any similar federal, state or local law, statute, regulation or common law doctrine.

Use Of AAA. Choice of Law. All Claims for arbitration shall be presented to the American Arbitration Association (“AAA”) in accordance with its applicable rules. The arbitrator(s) shall be directed to apply the substantive law of federal and state courts sitting in Maryland, without regard to conflict of law principles. Any arbitration, pursuant to this Agreement, shall be deemed an arbitration proceeding subject to the Federal Arbitration Act.

Binding Effect . Arbitration will be binding and will afford parties the same options for damage awards as would be available in court. Executive and Company agree that discovery will be allowed and all discovery disputes will be decided exclusively by arbitration.

Damages and Costs . Any damages shall be awarded only in accord with applicable law. The arbitrator may only order reinstatement of the Executive if money damages are insufficient. The parties shall share equally in all fees and expenses of arbitration. However, each party shall bear the expense of its own counsel, experts, witnesses and preparation and presentation of proof.

VIII.

CONTROLLING LAW AND ADDITIONAL COVENANTS

The validity and construction of this Agreement or any of its provisions shall be determined under the laws of Maryland. The invalidity or unenforceability of any provision of this Agreement shall not affect or limit the validity and enforceability of the other provisions.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated.

Executive expressly acknowledges that Company has advised Executive to consult with independent legal counsel of his choosing to review and explain to Executive the legal effect of the terms and conditions of this Agreement prior to Executive’s signing this Agreement.

This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the employment of Executive by Company, and contains all of the covenants and agreements between the parties with respect to such employment in any manner whatsoever.

Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not stated in this Agreement, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.

Any modifications to this Agreement will be effective only if in writing and signed by the party to be charged.

Any payments to be made by Company hereunder shall be made subject to applicable law, including required deductions and withholdings.

Section 409A of the Code.

It is intended that the provisions of this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith.

If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean Separation from Service.

If Executive is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then:

With regard to any payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “deferred compensation” subject to Code Section 409A, such payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death; and

On the first day of the seventh month following the date of Executive’s Separation from Service or, if earlier, on the date of his death, (x) all payments delayed pursuant to this Section VIII(G)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(G)(4) shall be made to Executive.

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred.

Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination), the actual date of payment within the specified period shall be within the sole discretion of the Company.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns. The rights or obligations under this Agreement may not be assigned or transferred by either party, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company; provided, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law.

This Agreement may be executed with electronic signatures, in any number of counterparts, as shall subsequently be executed with actual signatures. The electronically signed Agreement shall constitute one original agreement. Duplicates and electronically signed copies of this Agreement shall be effective and fully enforceable as of the date signed and sent.

All notices and other communications to be made or otherwise given hereunder shall be in writing and shall be deemed to have been given when the same are (i) addressed to the other party at the mailing address, facsimile number or email address indicated below, and (ii) either: (a) personally delivered or mailed, registered or certified mail, first class postage-prepaid return receipt requested, (b) delivered by a reputable private overnight courier service utilizing a written receipt or other written proof of delivery, to the applicable party, (c) faxed to such party, or (d) sent by electronic email. Any notice sent in the manner set forth above by United States Mail shall be deemed to have been given and received three (3) days after it has been so deposited in the United States Mail, and any notice sent in any other manner provided above shall be deemed to be given when received. The substance of any such notice shall be deemed to have been fully acknowledged in the event of refusal of acceptance by the party to whom the notice is addressed. Until further notice given in according with the foregoing, the respective addresses for the parties are as follows:

If to Company :

Discovery Communications, LLC

One Discovery Place

Silver Spring, MD 20910-3354

Attention: General Counsel

Fax: (240) 662-1485

If to Executive, at the home address then on file with the Company.

In witness whereof, the parties have caused this Agreement to be duly executed as set forth below.


/s/ Andrew Warren		January 9, 2012
Executive		Date

/s/ Adria Alpert Romm		January 9, 2012
Discovery Communications, LLC		Date

EXHIBIT A

Transition Benefits

The Company shall:

•

Reimburse Executive for personal transportation expenses for travel between the Washington, DC, metropolitan area and Executive’s residence in Connecticut, as follows:

•

Up to $30,000 for travel expenses incurred in 2012;

•

Up to $20,000 for travel expenses incurred in 2013.

•

Provide Executive with a rental car or other suitable leased vehicle in the Washington, DC metropolitan area for the period from his date of hire until August 31, 2013, in an amount not to exceed $1,500 per month;

•

Provide Executive with a suitable corporate apartment in the Washington, DC, metropolitan area for the period from his date of hire until August 31, 2013 (monthly cost of up to $5,000); and

•

Make these reimbursements within 30 days of receipt of documentation in a form reasonably satisfactory to the Company and in no event later than the end of the calendar year following the year in which the expense is incurred. These reimbursements are available only during the timeframes specified and are forfeited if not otherwise used.

These benefits and reimbursements shall cease in the event Executive has moved his primary residence from Connecticut to the Washington, DC, metropolitan area. The Company will gross up these benefits and reimbursements for any associated income taxes actually finally borne by Executive with respect to such reimbursements, with the payment to be made no later than the end of the respective tax year in which Executive pays such tax.

EXHIBIT B

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release (“Release”) is entered into by and between Discovery Communications, LLC (“Company”) and (“Executive”) to resolve any and all disputes concerning his employment with Company and his separation from employment on . Accordingly, in exchange for the consideration and mutual promises set forth herein, the parties do hereby agree as follows:

1. Effective close of business , Executive’s employment with Company will terminate, and all salary continuation and benefits will cease other than those to which Executive is entitled in consideration for this Release as set forth in Executive’s Employment Agreement with Company (“Agreement”), which is incorporated by reference, and as a matter of law (e.g., COBRA benefits).

2. In consideration for Executive’s executing this Release of any and all legal claims he might have against the Discovery Parties (as defined below), and the undertakings described herein, and to facilitate his transition to other employment, Company agrees to provide Executive with the consideration detailed in Section IV(D) (“Severance Payment”) of the Agreement.

3. Neither Company nor Executive admits any wrongdoing of any kind, and both agree that neither they nor anyone acting on their behalf will disclose this Release, or its terms and conditions. Notwithstanding the foregoing, Executive is not barred from disclosing this Release to his legal, financial and personal advisors or to those persons essential for Executive to (a) implement or enforce his rights under this Release and the Agreement in which the Release is incorporated; (b) defend himself in a lawsuit, investigation or administrative proceeding; (c) file tax returns; or (d) advise a prospective employer, business partner or insurer of the contractual restrictions on his post-Company employment.

4. In exchange for the undertakings by Company described in the above paragraphs:

a. Executive, for himself, his heirs, executors, administrators and assigns, does hereby release, acquit and forever discharge Company, its subsidiaries, affiliates and related entities, as well as all of their respective officers, shareholders, shareholder representatives, directors, members, partners, trustees, employees, attorneys, representatives and agents (collectively, the “Discovery Parties”), from any and all claims, demands, actions, causes of action, liabilities, obligations, covenants, contracts, promises, agreements, controversies, costs, expenses, debts, dues, or attorneys’ fees of every name and nature, whether known or unknown, without limitation, at law, in equity or administrative, against the Discovery Parties that he may have had, now has or may have against the Discovery Parties by reason of any matter or thing arising from the beginning of the world to the day

and date of this Release, including any claim relating to the termination of his employment with any Discovery Party. Those claims, demands, liabilities and obligations from which Executive releases the Discovery Parties include, but are not limited to, any claim, demand or action, known or unknown, arising out of any transaction, act or omission related to Executive’s employment by any Discovery Party and Executive’s separation from such employment, sounding in tort or contract and/or any cause of action arising under federal, state or local statute or ordinance or common law, including, but not limited to, the federal Age Discrimination In Employment Act of 1967, Title VII of the Civil Rights Act of 1964, as amended, the Americans With Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Maryland Human Rights Act, as well as any similar state or local statute(s), in each case as any such law may be amended from time to time. The foregoing shall, in accordance with applicable law, not prohibit or prevent Executive from filing a Charge with the United States Equal Employment Opportunity Commission (“EEOC”) and/or any state or local agency equivalent, and/or prohibit or prevent Executive from participating in any investigation of any Charge filed by others, albeit that he understands and agrees that he shall not be entitled to seek monetary compensation for himself from the filing and/or participation in any such Charge.

b. Executive expressly acknowledges that his attorney has advised him regarding, and he is familiar with the fact that certain state statutes provide that general releases do not extend to claims that the releasor does not know or suspect to exist in his favor at the time he executes such a release, which if known to him may have materially affected his execution of the release. Being aware of such statutes, Executive hereby expressly waives and relinquishes any rights or benefits he may have under such statutes, as well as any other state or federal statutes or common law principles of similar effect, and hereby acknowledges that no claim or cause of action against any Discovery Party shall be deemed to be outside the scope of this Release whether mentioned herein or not. Executive also specifically knowingly waives the provisions of Section 1542 of the Civil Code of the State of California, which reads: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Notwithstanding the provisions of Civil Code Section 1542 stated above and for the purpose of implementing a full and complete release and discharge of the Discovery Parties, Executive expressly acknowledges that this Agreement is specifically intended to include in its effect all claims that he does not know or suspect to exist in his favor at the time he signs this Agreement.

c. Executive hereby acknowledges that he is executing this Release pursuant to the Agreement, and that the consideration to be provided to Executive pursuant to Section IV(D) of the Agreement is in addition to what he would have been entitled to receive in the absence of this Release. Executive hereby acknowledges that he is executing this Release voluntarily and with full knowledge of all relevant information and any and all rights he may have. Executive hereby

acknowledges that he has been advised to consult with an independent attorney of his own choosing in connection with this Release to explain to him the legal effect of the terms and conditions of this Release and that Executive has consulted such an attorney for such purpose. Executive acknowledges that he has read this Release in its entirety. Executive further states that he fully understands the terms of this Release and that the only promises made to him in return for signing this Release are stated herein and in the Agreement in which this Release is incorporated. Executive hereby acknowledges that he is voluntarily and knowingly agreeing to the terms and conditions of this Release without any threats, coercion or duress, whether economic or otherwise, and that Executive agrees to be bound by the terms of this Release. Executive acknowledges that he has been given [twenty-one (21)] days to consider this Release, and that if Executive is age forty (40) or over, Executive understands that he has seven (7) days following his execution of this Release in which to revoke his agreement to comply with this Release by providing written notice of revocation to the General Counsel of Company no later than three business days following such period.

d. Executive further hereby covenants and agrees that this General Release shall be binding in all respects upon himself, his heirs, executors, administrators, assigns and transferees and all persons claiming under them, and shall inure to the benefit of all of the officers, directors, agents, employees, stockholders, members and partners and successors in interest of Company, as well as all parents, subsidiaries, affiliates, related entities and representatives of any of the foregoing persons and entities.

e. Executive agrees that he will not disparage any Discovery Party or make or publish any communication that reflects adversely upon any of them, including communications concerning Company itself and its current or former directors, officers, employees or agents.

5. a. If any provision of this Release is found to be invalid, unenforceable or void for any reason, such provision shall be severed from the Release and shall not affect the validity or enforceability of the remaining provisions.

b. Company and Executive agree that this Release, consisting of three (3) pages, and the Agreement in which this Release is incorporated, constitutes the entire agreement between them. The parties further warrant that they enter into this Release freely.

c. This Release shall be interpreted, enforced and governed by the laws of the State of Maryland without regard to the choice of law principles thereof.

IN WITNESS WHEREOF, I have signed this General Release this day of , 201 .


By:



Print Name:

Subscribed and sworn to before me this day of , 201 .



Notary Public


My Commission Expires

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a – 14(a) AND RULE 15d – 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David M. Zaslav, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Discovery Communications, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a – 14(a) AND RULE 15d – 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Warren, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Discovery Communications, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Discovery Communications, Inc. (“Discovery”), on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David M. Zaslav, President and Chief Executive Officer of Discovery, certify that to my knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Discovery.

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Discovery Communications, Inc. (“Discovery”), on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Warren, Senior Executive Vice President and Chief Financial Officer of Discovery, certify that to my knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Discovery.