UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number: 001-34177
 
IMAGE1A01A06.JPG
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   ý     No   o
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   ý     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):
Large accelerated filer
ý
Accelerated filer
¨
Non-accelerated filer
o   (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
Total number of shares outstanding of each class of the Registrant’s common stock as of October 26, 2016 :
Series A Common Stock, par value $0.01 per share
151,943,509

Series B Common Stock, par value $0.01 per share
6,512,379

Series C Common Stock, par value $0.01 per share
234,668,886

 
 
 
 
 



DISCOVERY COMMUNICATIONS, INC.
FORM 10-Q
TABLE OF CONTENTS

 
 
 
 
Page
 
 
 
 
 
 
 
 
Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015.
 
 
Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015.
 
 
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015.
 
 
Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015.
 
 
Consolidated Statement of Equity for the nine months ended September 30, 2016.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


3

PART I. FINANCIAL INFORMATION
ITEM 1. Unaudited Financial Statements.
DISCOVERY COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited; in millions, except par value)
 
 
September 30, 2016
 
December 31, 2015
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
224

 
$
390

Receivables, net
 
1,545

 
1,479

Content rights, net
 
350

 
313

Deferred income taxes
 
110

 
68

Prepaid expenses and other current assets
 
454

 
346

Total current assets
 
2,683

 
2,596

Noncurrent content rights, net
 
2,117

 
2,030

Property and equipment, net
 
464

 
488

Goodwill
 
8,179

 
8,164

Intangible assets, net
 
1,621

 
1,730

Equity method investments
 
515

 
567

Other noncurrent assets
 
271

 
289

Total assets
 
$
15,850

 
$
15,864

LIABILITIES AND EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
202

 
$
282

Accrued liabilities
 
1,045

 
988

Deferred revenues
 
180

 
190

Current portion of debt
 
95

 
119

Total current liabilities
 
1,522

 
1,579

Noncurrent portion of debt
 
7,901

 
7,616

Deferred income taxes
 
536

 
556

Other noncurrent liabilities
 
440

 
421

Total liabilities
 
10,399

 
10,172

Commitments and contingencies (Note 15)
 


 


Redeemable noncontrolling interests
 
247

 
241

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; 31 and 38 shares issued
 
1

 
1

Series A common stock: $0.01 par value; 1,700 shares authorized; 155 and 153 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; 379 and 376 shares issued
 
4

 
4

Additional paid-in capital
 
7,016

 
7,021

Treasury stock, at cost
 
(6,214
)
 
(5,461
)
Retained earnings
 
5,038

 
4,517

Accumulated other comprehensive loss
 
(643
)
 
(633
)
Total equity
 
5,204

 
5,451

Total liabilities and equity
 
$
15,850

 
$
15,864

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

4

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


 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
Distribution
 
$
806

 
$
776

 
$
2,420

 
$
2,309

Advertising
 
670

 
699

 
2,170

 
2,200

Other
 
80

 
82

 
235

 
239

Total revenues
 
1,556

 
1,557

 
4,825

 
4,748

Costs and expenses:
 
 
 
 
 
 
 
 
Costs of revenues, excluding depreciation and amortization
 
592

 
574

 
1,787

 
1,703

Selling, general and administrative
 
419

 
394

 
1,227

 
1,224

Depreciation and amortization
 
80

 
80

 
239

 
243

Restructuring and other charges
 
7

 
4

 
52

 
37

Gain on disposition
 
—

 
—

 
(13
)
 
(3
)
Total costs and expenses
 
1,098

 
1,052

 
3,292

 
3,204

Operating income
 
458

 
505

 
1,533

 
1,544

Interest expense
 
(91
)
 
(82
)
 
(267
)
 
(248
)
Income (loss) from equity investees, net
 
3

 
(10
)
 
(28
)
 
(2
)
Other expense, net
 
(49
)
 
—

 
(27
)
 
(78
)
Income before income taxes
 
321

 
413

 
1,211

 
1,216

Income tax expense
 
(96
)
 
(130
)
 
(302
)
 
(394
)
Net income
 
225

 
283

 
909

 
822

Net income attributable to noncontrolling interests
 
—

 
—

 
(1
)
 
—

Net income attributable to redeemable noncontrolling interests
 
(6
)
 
(4
)
 
(18
)
 
(7
)
Net income available to Discovery Communications, Inc.
 
$
219

 
$
279

 
$
890

 
$
815

Net income per share available to Discovery Communications, Inc. Series A, B and C common stockholders:
 
 
 
 
 
 
 
 
Basic
 
$
0.37

 
$
0.43

 
$
1.45

 
$
1.25

Diluted
 
$
0.36

 
$
0.43

 
$
1.44

 
$
1.24

Weighted average shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
395

 
432

 
404

 
434

Diluted
 
602

 
653

 
615

 
658

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

5

DISCOVERY COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in millions)


 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Net income
 
$
225

 
$
283

 
$
909

 
$
822

Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
 
     Currency translation adjustments
 
(16
)
 
(46
)
 
(23
)
 
(162
)
     Market value adjustments
 
50

 
—

 
25

 
—

     Derivative adjustments
 
3

 
1

 
(9
)
 
(1
)
Comprehensive income
 
262

 
238

 
902

 
659

Comprehensive income attributable to noncontrolling interests
 
—

 
—

 
(1
)
 
—

Comprehensive (income) loss attributable to redeemable noncontrolling interests
 
(6
)
 
(7
)
 
(21
)
 
16

Comprehensive income attributable to Discovery Communications, Inc.
 
$
256

 
$
231

 
$
880

 
$
675

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

6

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

 
Nine Months Ended September 30,
 
2016
 
2015
Operating Activities
 
 
 
Net income
$
909

 
$
822

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
Equity-based compensation expense
49

 
16

Depreciation and amortization
239

 
243

Content amortization and impairment expense
1,293

 
1,243

Gain on disposition
(13
)
 
(3
)
Remeasurement gain on previously held equity interest
—

 
(2
)
Equity in losses (earnings) of investee companies, net of cash distributions
33

 
9

Deferred income taxes
(55
)
 
4

Realized loss from derivative instruments
3

 
11

Other-than-temporary impairment of AFS investments
62

 
—

Other, net
45

 
29

Changes in operating assets and liabilities, net of business combinations:
 
 
 
Receivables, net
(48
)
 
(133
)
Content rights, net
(1,464
)
 
(1,386
)
Accounts payable and accrued liabilities
(44
)
 
(14
)
Equity-based compensation liabilities
(5
)
 
(25
)
Income taxes receivable and prepaid income taxes
(50
)
 
(136
)
Other, net
(127
)
 
(26
)
Cash provided by operating activities
827

 
652

Investing Activities
 
 
 
Investments in equity method investees, net
(67
)
 
(26
)
Purchases of property and equipment
(69
)
 
(76
)
Distributions from equity method investees
69

 
67

Proceeds from disposition, net of cash disposed
19

 
61

Investments in cost method investments
(4
)
 
(16
)
Payments for derivative instruments, net
—

 
(11
)
Business acquisitions, net of cash acquired
—

 
(24
)
Other investing activities, net
(2
)
 
(1
)
Cash used in investing activities
(54
)
 
(26
)
Financing Activities
 
 
 
Commercial paper repayments, net
(23
)
 
(140
)
Borrowings under revolving credit facility
445

 
222

Principal repayments of revolving credit facility
(672
)
 
(179
)
Borrowings from debt, net of discount
498

 
936

Principal repayments of debt
—

 
(849
)
Principal repayments of capital lease obligations
(23
)
 
(22
)
Repurchases of stock
(1,124
)
 
(576
)
Prepayments for common stock repurchase contracts
(71
)
 
—

Distributions to redeemable noncontrolling interests
(17
)
 
(38
)
Equity-based plan proceeds (payments), net
32

 
(9
)
Hedge of borrowings from debt instruments
—

 
(29
)
Other financing activities, net
(13
)
 
(15
)
Cash used in financing activities
(968
)
 
(699
)
Effect of exchange rate changes on cash and cash equivalents
29

 
(32
)
Net change in cash and cash equivalents
(166
)
 
(105
)
Cash and cash equivalents, beginning of period
390

 
367

Cash and cash equivalents, end of period
$
224

 
$
262

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

7

DISCOVERY COMMUNICATIONS, INC.
CONSOLIDATED STATEMENT OF EQUITY
(unaudited; in millions)

 
 
Preferred Stock
 
Common Stock
 
Additional
Paid-In
Capital
 
Treasury
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Discovery
Communications,
Inc. Stockholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
 
 
Shares
 
Par Value
 
Shares
 
Par Value
 
 
 
 
 
 
 
December 31, 2015
 
109

 
$
2

 
536

 
$
5

 
$
7,021

 
$
(5,461
)
 
$
4,517

 
$
(633
)
 
$
5,451

 
$
—

 
$
5,451

Net income available to Discovery Communications, Inc.

 
—

 
—

 
—

 
—

 
—

 
—

 
890

 
—

 
890

 
1

 
891

Other comprehensive loss
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(10
)
 
(10
)
 
—

 
(10
)
Repurchases of stock
 
(7
)
 
—

 
—

 
—

 
—

 
(753
)
 
(371
)
 
—

 
(1,124
)
 
—

 
(1,124
)
Prepayments for common stock repurchase contracts
 
—

 
—

 
—

 
—

 
(71
)
 
—

 
—

 
—

 
(71
)
 
—

 
(71
)
Equity-based compensation
 
—

 
—

 
—

 
—

 
25

 
—

 
—

 
—

 
25

 
—

 
25

Excess tax benefits from equity-based compensation
 
—

 
—

 
—

 
—

 
7

 
—

 
—

 
—

 
7

 
—

 
7

Tax settlements associated with equity-based compensation
 
—

 
—

 
—

 
—

 
(11
)
 
—

 
—

 
—

 
(11
)
 
—

 
(11
)
Issuance of common stock in connection with equity-based plans
 
—

 
—

 
4

 
—

 
45

 
—

 
—

 
—

 
45

 
—

 
45

Redeemable noncontrolling interest adjustments to redemption value
 
—

 
—

 
—

 
—

 
—

 
—

 
2

 
—

 
2

 
—

 
2

Cash distributions to noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(1
)
 
(1
)
Share conversion
 
—

 
—

 
1

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

September 30, 2016
 
102

 
$
2

 
541

 
$
5

 
$
7,016

 
$
(6,214
)
 
$
5,038

 
$
(643
)
 
$
5,204

 
$
—

 
$
5,204

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

8

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 global media company that provides content across multiple distribution platforms, including pay-TV, free-to-air ("FTA") and broadcast television networks, websites, digital distribution arrangements and content licensing agreements. The Company also develops and sells curriculum-based education products and services and operates production studios. The Company classifies its operations in two reportable segments: U.S. Networks, consisting principally of domestic television networks and websites, and International Networks, consisting principally of international television networks and websites; and two combined operating segments referred to as Education and Other, consisting principally of curriculum-based product and service offerings and production studios. Financial information for Discovery’s reportable segments is discussed in Note 16.
Basis of Presentation
The consolidated financial statements include the accounts of Discovery and its majority-owned subsidiaries in which a controlling interest is maintained. For each non-wholly owned subsidiary, the Company evaluates its ownership and other interests to determine whether it should consolidate the entity or account for its ownership interest as an investment. As part of its evaluation, the Company makes judgments in determining whether the entity is a variable interest entity ("VIE") and, if so, whether it is the primary beneficiary of the VIE and is thus required to consolidate the entity. (See Note 3.) Inter-company accounts and transactions between consolidated entities have been eliminated in consolidation.
Unaudited Interim Financial Statements
These consolidated financial statements are unaudited; however, in the opinion of management, they reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“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, 2015 (the “ 2015 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 evaluation could change. These estimates are sometimes complex, sensitive to changes in assumptions and require fair value determinations using Level 3 fair value measurements. Actual results may differ materially from those estimates.
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, other financial instruments, 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
Business Consolidation
In February 2015 , the Financial Accounting Standards Board ("FASB") issued guidance that amends the analysis that a reporting entity performs to determine whether it should consolidate certain legal entities. The changes in this guidance include how related parties and de facto agents are considered in the primary beneficiary determination and the analysis for determining whether a fee paid to a decision maker or service provider is a variable interest. In accordance with the adoption requirement, the Company adopted this guidance effective January 1, 2016 , and there was no effect on the consolidated financial statements.
Business Combinations
In September 2015 , the FASB issued new guidance on adjustments to provisional amounts recognized in a business combination, which are currently recognized on a retrospective basis. Under the new requirements, adjustments will be recognized

9

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


in the reporting period in which the adjustments are determined. The effects of changes in depreciation, amortization, or other income arising from changes to the provisional amounts, if any, are included in earnings of the reporting period in which the adjustments to the provisional amounts are determined. An entity is also required to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The Company adopted this guidance effective January 1, 2016 , and there was no effect on the consolidated financial statements.
Accounting for Fees Paid in a Cloud Computing Arrangement
In April 2015 , the FASB issued explicit guidance on the recognition of fees paid by a customer for cloud computing arrangements as either the acquisition of a software license or a service contract. The Company adopted this guidance effective October 1, 2015 , and there was no material effect on the consolidated financial statements.
Presentation of Debt Issuance Costs
In April 2015 , the FASB issued guidance requiring all debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the debt instead of being presented as an asset on the balance sheet. The Company retrospectively adopted the new guidance on April 1, 2015 and reclassified its unamortized debt issuance costs related to the Company's debt from other noncurrent assets to noncurrent portion of debt on the consolidated balance sheet as of December 31, 2014 .
Accounting and Reporting Pronouncements Not Yet Adopted
Income Taxes
In October 2016 , the FASB issued guidance that simplifies the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The new guidance includes requirements to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, and therefore eliminates the exception for an intra-entity transfer of an asset other than inventory. The new standard is effective for reporting periods beginning after December 15, 2017 , and can be adopted early in any interim period, with any adjustments applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact that the pronouncement will have on the consolidated financial statements.
Share-Based Payment
In March 2016 , the FASB issued guidance that simplifies how share-based payments are accounted for and presented in the financial statements. The new guidance includes requirements to record all of the tax effects related to share-based payments at settlement through the income statement, allows for tax withholdings up to maximum statutory rates before precluding equity accounting, and allows the Company to make an accounting policy election for the impact of forfeitures on the recognition of expense. The new standard is effective for reporting periods beginning after December 15, 2016 and can be adopted early in any interim period, with any adjustments reflected as of the beginning of the fiscal year of adoption in retained earnings. The Company is currently evaluating the impact that the pronouncement will have on the consolidated financial statements.
Leases
In February 2016 , the FASB issued guidance on leases that will require lessees to recognize almost all of their leases on the balance sheet by recording a right-of-use asset and liability. The new standard will be effective for reporting periods beginning after December 15, 2018 , and requires application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption. The Company is currently evaluating the impact that the pronouncement will have on the consolidated financial statements.
Recognition and Measurement of Financial Instruments
In January 2016 , the FASB issued guidance regarding the classification and measurement of financial instruments. The standard requires equity securities, including available-for-sale ("AFS") securities, to be measured at fair value with changes in the fair value recognized through net income, superseding the guidance permitting entities to record gains and losses on equity securities with readily determinable fair values in accumulated other comprehensive income. Investments accounted for under the equity method of accounting or that result in consolidation are not included within the scope of this update. The new standard will affect the Company's accounting for AFS securities for reporting periods beginning after December 15, 2017 .

10

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Balance Sheet Classification of Deferred Taxes
In November 2015 , the FASB issued guidance to simplify the presentation of deferred income taxes, which removes the requirement to separate deferred tax liabilities and assets into current and noncurrent amounts and instead requires all such amounts be classified as noncurrent on the Company's consolidated balance sheets. The new requirement will be effective for financial statements issued for annual periods beginning after December 15, 2016 , and can be adopted on either a retrospective or prospective basis. The Company will record a balance sheet reclassification adjustment for the impact that the pronouncement will have on the consolidated financial statements. The Company will retrospectively adopt the pronouncement.
Presentation of Financial Statements - Going Concern
In August 2014, the FASB issued guidance requiring the Company to perform interim and annual assessments regarding conditions or events that raise substantial doubt about the Company's ability to continue as a going concern and to provide related disclosures, if applicable. The new standard is effective for reporting periods ending after December 15, 2016 , with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company's disclosures in the consolidated financial statements.
Revenue from Contracts with Customers
In May 2014 , the FASB issued an accounting pronouncement related to revenue recognition, which applies a single, comprehensive revenue recognition model for all contracts with customers. This standard, as amended, contains principles with respect to the measurement and timing of recognition of revenue. The Company will recognize revenue to reflect the transfer of goods or services to customers at an amount that it expects to be entitled to receive in exchange for those goods or services. The new standard is effective for annual reporting periods beginning after December 15, 2017 , with early adoption permitted for annual reporting periods beginning after December 15, 2016 . The Company is required to apply the new revenue standard beginning in the first interim period within the year of adoption. The Company is currently evaluating the impact that the pronouncement will have on the consolidated financial statements.
Concentrations Risk
Customers
The Company has long-term contracts with distributors around the world. For the U.S. Networks segment, more than 90% of distribution revenue comes from the Company's top 10 distributors in the U.S. For the International Networks segment, approximately 46% of distribution revenue comes from the Company's top 10 distributors outside of the U.S. Agreements in place with the major cable and satellite operators in the U.S. expire at various times from 2016 through 2021 . Although the Company seeks to renew its agreements with its distributors prior to expiration of a contract, a delay in securing a renewal that results in a service disruption, a failure to secure a renewal or a renewal on less favorable terms may have a material adverse effect on the Company’s financial condition and results of operations. Not only could the Company experience a reduction in distribution revenue, but it could also experience a reduction in advertising revenue, as viewership is impacted by affiliate subscriber levels.
No individual customer accounted for more than 10% of total consolidated revenues for the three and nine months ended September 30, 2016 or 2015 . As of September 30, 2016 and December 31, 2015 , the Company’s trade receivables did not represent a significant concentration of credit risk as the customers and markets in which the Company operates are varied and dispersed across many geographic areas.
Financial Institutions
Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk. Additionally, the Company has cash and cash equivalents held by its foreign subsidiaries that would result in U.S. tax consequences should the Company decide it needs to repatriate these funds to the U.S.
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 terms of the facility and that the Company may, at the time of such unavailability to fund, have limited or no access to the commercial paper market. If funding under the revolving credit facility is unavailable, the Company may have to acquire a replacement credit facility from different counterparties at a higher cost or may be unable to find a suitable replacement. Typically, the Company seeks to manage such risks from its revolving credit facility by contracting with experienced large financial institutions and monitoring the credit quality of its lenders. As of September 30, 2016 , the Company did not anticipate nonperformance by any of its counterparties.

11

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Counterparty Credit Risk
The Company is exposed to the risk that the counterparties to outstanding derivative financial instruments will default on their obligations. The Company manages these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with outstanding derivative financial instruments is spread across a relatively broad counterparty base of banks and financial institutions. In connection with the Company's hedge of certain investments classified as available-for-sale securities, the Company has pledged shares as collateral to the derivative counterparty. (See Note 3.) The Company also has a limited number of arrangements where collateral is required to be posted in the instance that certain fair value thresholds are exceeded. As of September 30, 2016 , no collateral has been posted by either party under these arrangements. As of September 30, 2016 , our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $92 million .
NOTE 2. ACQUISITIONS AND DISPOSITIONS
Acquisitions
Eurosport France
On December 21, 2012, the Company acquired a 20% equity method investment in Eurosport France. On March 31, 2015 , the Company acquired an additional 31% interest in Eurosport France for €36 million ( $38 million ). This transaction gave the Company a 51% controlling stake in Eurosport France. The Company recognized a gain of $2 million during the three months ended March 31, 2015 , to account for the difference between the carrying value and the fair value of the previously held 20% equity method investment in Eurosport France as a component of other expense, net in the Company's consolidated statements of operations. (See Note 13.) On October 1, 2015 , the Company acquired the remaining 49% of Eurosport France. (See Note 8.)
Eurosport France is part of Eurosport, a leading pan-European sports media platform. The flagship Eurosport network focuses on regionally popular sports, such as tennis, skiing, cycling and motor sports. Eurosport’s brands and platforms also include Eurosport HD (high definition simulcast), Eurosport 2, Eurosport 2 HD and Eurosportnews. The acquisition is intended to increase the growth of Eurosport and enhance the Company's pay-TV offerings in Europe.
The Company used a discounted cash flow ("DCF") analysis, which represents a Level 3 fair value measurement, to assess certain components of the Eurosport France purchase price allocation. The fair value of the assets acquired, liabilities assumed, noncontrolling interest recognized and the remeasurement gain recorded on the previously held equity interest is presented in the table below (in millions).
 
 
March 31, 2015
Goodwill
 
$
69

Intangible assets
 
40

Other assets acquired
 
25

Cash
 
35

Removal of TF1 put right
 
2

Currency translation adjustment
 
(6
)
Remeasurement gain on previously held equity interest
 
(2
)
Liabilities assumed
 
(30
)
Deferred tax liabilities
 
(14
)
Redeemable noncontrolling interest (Note 8)
 
(60
)
Carrying value of previously held equity interest
 
(21
)
Net assets acquired
 
$
38

The goodwill reflects the workforce and synergies expected from increased pan-European market penetration as the operations of Eurosport and the Company are combined. The goodwill recorded as part of this acquisition is included in the International Networks reportable segment and is not amortizable for tax purposes. Intangible assets primarily consist of distribution and advertising customer relationships, advertiser backlog and trademarks with a weighted average estimated useful life of 10 years .

12

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Other
In the year ended December 31, 2015 , the Company acquired several other unrelated businesses for total cash and contingent consideration of $91 million , net of cash acquired. Total consideration, net of cash acquired, included contingent consideration of $13 million as of December 31, 2015 , of which $1 million was paid during the nine months ended September 30, 2016 . The Company recorded $54 million and $43 million of goodwill and intangible assets, respectively, in connection with these acquisitions. The acquisitions included FTA networks in Italy and Turkey, cable networks in Denmark and a pay-TV sports channel in Asia. The goodwill reflects the synergies and regional market penetration from combining the operations of these acquisitions with the Company's operations.
Impact of Business Combinations
The operations of each of the business combinations in 2015 discussed above were included in the consolidated financial statements as of each of their respective acquisition dates. The following table presents their revenue and earnings as reported within the consolidated financial statements for the current period (in millions).
 
 
Three months ended September 30, 2016
 
Nine months ended September 30, 2016
Revenues:
 
 
 
 
Distribution
 
$
21

 
$
64

Advertising
 
12

 
42

Other
 
1

 
3

Total revenues
 
$
34

 
$
109

 
 
 
 
 
Net income
 
$
6

 
$
21

 
 
Three months ended September 30, 2015
 
Nine months ended September 30, 2015
Revenues:
 
 
 
 
Distribution
 
$
21

 
$
39

Advertising
 
8

 
11

Other
 
—

 
—

Total revenues
 
$
29

 
$
50

 
 
 
 
 
Net income
 
$
1

 
$
1


Dispositions
Russia
On October 7, 2015 , Discovery recorded a loss of $5 million upon deconsolidation of its Russian business following its contribution to a joint venture (the “New Russian Business”) with a Russian media company, National Media Group ("NMG"). The New Russian Business was established to comply with changes in Russian legislation that limit foreign ownership of media companies in Russia. No cash consideration was exchanged in the transaction. NMG contributed an FTA license which enables advertising for the New Russian Business. As part of the transaction, Discovery obtained a 20% ownership interest in the New Russian Business, which is accounted for under the equity method of accounting. The loss on contribution of the Russian business included $15 million of goodwill allocated to the transaction based on the relative fair values of the Russian business disposed of and the portion of the reporting unit that was retained. Although Discovery no longer consolidates the Russian business, Discovery earns revenue by providing content and brands to the New Russian Business under long-term licensing arrangements (Note 14). The Russian business was included in the International Networks reportable segment; the licensing arrangements are reported as distribution revenue in the International Networks reportable segment (See Note 16).

13

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Radio
On June 30, 2015 , Discovery sold its radio business in Northern Europe to Bauer Media Group ("Bauer") for total consideration, net of cash disposed, of €72 million ( $80 million ), which included €54 million ( $61 million ) in cash and €18 million ( $19 million ) of contingent consideration. The cumulative gain on the disposal is $1 million and includes $26 million of goodwill allocated to the transaction based on the relative fair values of the radio business disposed of and the portion of the reporting unit that was retained. Upon sale, the Company recorded a $3 million gain including estimated contingent consideration as disclosed for the nine months ended September 30, 2015 . As of December 31, 2015 , the Company revised its estimated contingent consideration resulting in a $12 million loss. Based on the final resolution and receipt of contingent consideration payable, Discovery recorded a pre-tax gain of $13 million for the nine months ended September 30, 2016 .
The Company determined that the disposal did not meet the definition of a discontinued operation because it does not represent a strategic shift that has a significant impact on the Company's operations and consolidated financial results. The Company's radio business had no impact on income before income taxes for the nine months ended September 30, 2015 . The Company's radio businesses were part of the International Networks reportable segment.
Discovery Digital Networks
On October 13, 2016 , the Company announced a plan to contribute $100 million and its digital network Seeker and production studio SourceFed in exchange for a 39% minority interest in a new holding company, Group Nine Media. Group Nine Media includes digital companies Thrillist Media Group, Now This Media, and The Dodo. The businesses contributed by Discovery have a net asset balance of approximately $30 million , primarily comprised of goodwill. The Company expects to record a gain upon deconsolidation of these businesses.
NOTE 3. INVESTMENTS
The Company’s investments consisted of the following (in millions).
Category
 
Balance Sheet Location
 
September 30, 2016
 
December 31, 2015
Trading securities:
 
 
 
 
 
 
Mutual funds
 
Prepaid expenses and other current assets
 
$
161

 
$
149

Equity method investments
 
Equity method investments
 
515

 
567

Available-for-sale securities:
 
 
 
 
 
 
Common stock
 
Other noncurrent assets
 
50

 
81

Common stock - pledged
 
Other noncurrent assets
 
50

 
81

Cost method investments
 
Other noncurrent assets
 
48

 
43

Total investments
 
 
 
$
824

 
$
921

Trading Securities
Trading securities include investments in mutual funds held in a separate trust which are owned as part of the Company’s supplemental retirement plan. (See Note 4.)
Equity Method Investments
In the normal course of business, the Company makes investments that support its underlying business strategy and enable it to enter new markets and develop programming. All equity method investees are privately owned. The carrying values of the Company’s equity method investments are consistent with its ownership in the underlying net assets of the investees, except for Oprah Winfrey Network ("OWN"), because the Company has recorded losses in excess of its ownership interest. Certain of the Company's equity method investments are VIEs, for which the Company is not the primary beneficiary. As of September 30, 2016 , the Company’s estimated risk of loss for all its VIEs including the investment carrying values, unfunded contractual commitments, and guarantees made on behalf of VIEs was approximately $380 million . The Company's estimated risk of loss excludes the non-contractual future funding of VIEs. The aggregate carrying values of these VIE investments were $374 million and $423 million as of September 30, 2016 and December 31, 2015 , respectively. The Company recognized its portion of net income generated by VIEs of $10 million and $21 million for the three months ended September 30, 2016 and 2015 , respectively, and $13 million and $31 million for the nine months ended September 30, 2016 and 2015 , respectively.


14

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


OWN
OWN is a pay-TV network and website that provides adult lifestyle content, which is focused on self-discovery, self-improvement and entertainment. Since the initial equity was not sufficient to fund OWN's activities without additional subordinated financial support in the form of a note receivable held by the Company, OWN is a VIE. While the Company and Harpo, Inc. ("Harpo") are partners who share equally in voting control, power is not shared because Harpo holds operational rights related to programming and marketing, as well as selection and retention of key management personnel, that significantly impact OWN’s economic performance. Accordingly, the Company has determined that it is not the primary beneficiary of OWN and accounts for its investment in OWN using the equity method. However, the Company provides OWN content licenses and services, such as distribution, sales and administrative support, for a fee and has provided OWN funding. (See Note 14.)
The carrying value of the Company’s investment in OWN of $317 million and $373 million as of September 30, 2016 and December 31, 2015 , respectively, includes the Company's note receivable and accumulated investment losses.
The Company's combined advances to and note receivable from OWN, including accrued interest, were $326 million and $384 million as of September 30, 2016 and December 31, 2015 , respectively. On April 30, 2015, Oprah Winfrey agreed to extend her exclusivity agreement with OWN and the note receivable agreement was modified to reduce its interest rate, compounded annually, from 7.5% to 5.0% , retroactive to January 1, 2014. During the nine months ended September 30, 2016 , the Company received net repayments of $71 million from OWN and accrued interest on the note receivable of $13 million .
The note receivable is secured by the net assets of OWN. While the Company has no further funding commitments, the Company will provide additional funding to OWN, if necessary, and expects to recoup amounts funded. 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. Following such repayment, OWN’s subsequent cash distributions will be shared equally between the Company and Harpo.
In accordance with the venture agreement, losses generated by OWN are generally allocated to both investors based on their proportionate ownership interests. However, the Company has recorded its portion of OWN’s losses based upon accounting rules for equity method investments. Prior to the contribution of the Discovery Health network to OWN at its launch, the Company had 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 again to record 100% of OWN’s net losses. Although OWN has become profitable, the Company will record 100% of any net losses to the extent they occur resulting from OWN's operations as long as Discovery has provided all funding to OWN and OWN’s accumulated losses continue to exceed the equity contributed. All of OWN's net income has been and will continue to be recorded by the Company until the Company recovers losses absorbed in excess of the Company's equity ownership interest. The Company monitors the financial results of OWN along with other relevant business information to assess the recoverability of the OWN note receivable. There has been no impairment of the OWN note receivable.
Based on the joint venture agreement, as amended on April 1, 2016, Harpo has the right to conditionally require the Company to purchase all or part of Harpo’s interest in OWN at fair market value up to a maximum put amount during 90-day windows beginning on April 1, 2017 and every two and a half years commencing July 1, 2018 through January 1, 2026. The maximum put amount ranges from $100 million on the first put exercise date up to a cumulative cap of $400 million on the fifth put exercise date. The Company has not recorded amounts for the put right because the fair value of this put right was zero as of September 30, 2016 and December 31, 2015 .
Other Equity Method Investments
At September 30, 2016 and December 31, 2015 , the Company's other equity method investments included the New Russian Business, All3Media and certain joint ventures in Canada. In addition on June 24, 2016, the Company acquired a 27.5% interest in Mega TV, a FTA channel in Chile owned by Bethia Comunicaciones, for $53 million . The Company acquired other equity method investments and made additional contributions to existing equity method investments totaling $14 million during the nine months ended September 30, 2016 .
Available-for-Sale Securities ("AFS")
On November 12, 2015, the Company acquired 5 million shares, or approximately 3% , of Lions Gate Entertainment Corp. ("Lionsgate"), an entertainment company, for $195 million . As the shares have a readily determinable fair value and the Company has the intent to retain the investment, the shares are classified as AFS securities.


15

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The accumulated amounts associated with the components of the Company's AFS securities, which are included in other non-current assets, are summarized in the table below (in millions).
 
 
September 30, 2016
 
December 31, 2015
 
Cost
 
$
195

 
$
195

 
Other-than-temporary impairment of AFS securities
 
(62
)
 
—

 
Adjusted Cost Basis
 
133

 
195

 
Unrealized losses for changes in fair value of:
 
 
 
 
 
Hedged AFS - Other expense, net
 
(33
)
 
(2
)
 
Unhedged AFS - Other comprehensive (loss) income, net of tax
 
—

 
(31
)
 
Carrying value
 
$
100

 
$
162

 

During the three months ended September 30, 2016 , the Company determined that the decline in value of AFS securities related to our investment in Lionsgate is other-than-temporary in nature and, as such, the cost basis was adjusted to a fair value of $100 million . The impairment determination is based on the sustained decline in the stock price of Lionsgate in relation to the purchase price and the prolonged length of time the fair value of the investment has been less than the carrying value. Based on the other-than-temporary impairment determination, unrealized pre-tax losses of $62 million previously recorded as a component of other comprehensive (loss) income were recognized as an impairment charge that is included as a component of other expense, net for the three months ended September 30, 2016 .
The total decline in fair value of $95 million on the Lionsgate investment since its purchase has been recorded to other expense, net , of which $93 million was recorded in 2016 . (See Note 9.)
The Company hedged 50% of the shares with an equity collar (the "Lionsgate Collar") and pledged those shares as collateral to the derivative counter party. In the application of hedge accounting, when the share price of Lionsgate is within the boundaries of the collar and the hedge has no intrinsic value, the Company records the gains or losses on the Lionsgate AFS securities as a component of other comprehensive (loss) income . When the share price of the Lionsgate AFS is outside the boundaries of the collar and the hedge has intrinsic value, the Company records a gain or loss for the change in the fair value of the hedged portion of Lionsgate shares that correspond to the change in intrinsic value of the hedge as a component of other expense, net . (See Note 7.)
Cost Method Investments
Cost method investments include ownership rights in entities that do not provide the Company with control or significant influence in these investments and that have no readily determinable fair values. The Company's cost method investments as of September 30, 2016 primarily include an educational website and an electric car racing series.
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 techniques in which one or more significant inputs are unobservable.

16

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The tables below present assets and liabilities measured at fair value on a recurring basis (in millions).
 
 
 
 
September 30, 2016
Category
 
Balance Sheet Location
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
Trading securities - mutual funds
 
Prepaid expenses and other current assets
 
$
161

 
$
—

 
$
—

 
$
161

Available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
Common stock
 
Other noncurrent assets
 
50

 
—

 
—

 
50

Common stock - pledged
 
Other noncurrent assets
 
50

 
—

 
—

 
50

Derivatives:
 
 
 
 
 
 
 
 
 
 
Cash flow hedges:
 
 
 
 
 
 
 
 
 
 
Foreign exchange
 
Prepaid expenses and other current assets
 
—

 
29

 
—

 
29

Interest rate
 
Prepaid expenses and other current assets
 
—

 
2

 
—

 
2

Foreign exchange
 
Other noncurrent assets
 
—

 
2

 
—

 
2

Net investment hedges:
 
 
 
 
 
 
 
 
 
 
Cross-currency swaps
 
Other noncurrent assets
 
—

 
22

 
—

 
22

Fair value hedges:
 
 
 
 
 
 
 
 
 
 
Equity (Lionsgate Collar)
 
Other noncurrent assets
 
—

 
36

 
—

 
36

No hedging designation:
 
 
 
 
 
 
 
 
 
 
Cross-currency swaps
 
Other noncurrent assets
 
—

 
1

 
—

 
1

Total
 
 
 
$
261

 
$
92

 
$
—

 
$
353

Liabilities
 
 
 
 
 
 
 
 
 
 
Deferred compensation plan
 
Accrued liabilities
 
$
161

 
$
—

 
$
—

 
$
161

Derivatives:
 
 
 
 
 
 
 
 
 
 
Cash flow hedges:
 
 
 
 
 
 
 
 
 
 
Foreign exchange
 
Accrued liabilities
 
—

 
31

 
—

 
31

Foreign exchange
 
Other noncurrent liabilities
 
—

 
4

 
—

 
4

Net investment hedges:
 
 
 
 
 
 
 
 
 
 
Cross-currency swaps
 
Accrued liabilities
 
—

 
3

 
—

 
3

Cross-currency swaps
 
Other noncurrent liabilities
 
—

 
48

 
—

 
48

Total
 
 
 
$
161

 
$
86

 
$
—

 
$
247


17

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


 
 
 
 
December 31, 2015
Category
 
Balance Sheet Location
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
Trading securities - mutual funds
 
Prepaid expenses and other current assets
 
$
149

 
$
—

 
$
—

 
$
149

Available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
Common stock
 
Other noncurrent assets
 
81

 
—

 
—

 
81

Common stock - pledged
 
Other noncurrent assets
 
81

 
—

 
—

 
81

Derivatives:
 
 
 
 
 
 
 
 
 
 
Cash flow hedges:
 
 
 
 
 
 
 
 
 
 
Foreign exchange
 
Prepaid expenses and other current assets
 
—

 
21

 
—

 
21

Foreign exchange
 
Other noncurrent assets
 
—

 
2

 
—

 
2

Fair value hedges:
 
 
 
 
 
 
 
 
 
 
Equity (Lionsgate Collar)
 
Other noncurrent assets
 
—

 
15

 
—

 
15

Total
 
 
 
$
311

 
$
38

 
$
—

 
$
349

Liabilities
 
 
 
 
 
 
 
 
 
 
Deferred compensation plan
 
Accrued liabilities
 
$
149

 
$
—

 
$
—

 
$
149

Derivatives:
 
 
 
 
 
 
 
 
 
 
Foreign exchange
 
Accrued liabilities
 
—

 
4

 
—

 
4

Total
 
 
 
$
149

 
$
4

 
$
—

 
$
153

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 deferred compensation plan liability was determined based on the fair value of the related investments elected by employees.
AFS securities represent equity investments with readily determinable fair values. The fair value of Level 1 AFS 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. (See Note 3).
Derivative financial instruments are comprised of foreign exchange, interest rate and equity contracts. (See Note 7).
In addition to the financial instruments listed in the tables above, the Company holds other financial instruments, including cash deposits, accounts receivable, accounts payable, commercial paper, borrowings under the revolving credit facility, capital leases and senior notes. The carrying values for such financial instruments, other than the senior notes, each approximated their fair values as of September 30, 2016 . The estimated fair value of the Company’s outstanding senior notes using quoted prices from over the counter markets, considered Level 2 inputs, was $7.7 billion and $6.6 billion as of September 30, 2016 and December 31, 2015 , respectively.

18

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


NOTE 5. CONTENT RIGHTS
The table below presents the components of content rights (in millions).  
 
 
September 30, 2016
 
December 31, 2015
Produced content rights:
 
 
 
 
Completed
 
$
3,846

 
$
3,624

In-production
 
452

 
376

Coproduced content rights:
 
 
 
 
Completed
 
686

 
691

In-production
 
54

 
62

Licensed content rights:
 
 
 
 
Acquired
 
1,103

 
1,078

Prepaid
 
157

 
96

Content rights, at cost
 
6,298

 
5,927

Accumulated amortization
 
(3,831
)
 
(3,584
)
Total content rights, net
 
2,467

 
2,343

Current portion
 
(350
)
 
(313
)
Noncurrent portion
 
$
2,117

 
$
2,030

Content expense is included in costs of revenues on the consolidated statements of operations and consisted of the following (in millions).
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Content amortization
 
$
424

 
$
414

 
$
1,279

 
$
1,210

Other production charges
 
67

 
54

 
205

 
163

Content impairments (a)
 
5

 
3

 
14

 
33

Total content expense
 
$
496

 
$
471

 
$
1,498

 
$
1,406

 
 
 
 
 
(a) Content impairments are generally recorded as a component of costs of revenue. However, during the three and nine months ended September 30, 2016 , $3 million in content impairments were reflected as a component of restructuring and other charges. During the nine months ended September 30, 2015 , $21 million in content impairments were reflected as a component of restructuring and other charges. These impairment charges resulted from the cancellation of certain high profile series due to legal circumstances pertaining to the associated talent.

19

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


NOTE 6. DEBT
The table below presents the components of outstanding debt (in millions).
 
 
September 30, 2016
 
December 31, 2015
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

2.375% Senior notes, euro denominated, annual interest, due March 2022
 
336

 
328

3.30% Senior notes, semi-annual interest, due May 2022
 
500

 
500

3.25% Senior notes, semi-annual interest, due April 2023
 
350

 
350

3.45% Senior notes, semi-annual interest, due March 2025
 
300

 
300

4.90% Senior notes, semi-annual interest, due March 2026
 
500

 
—

1.90% Senior notes, euro denominated, annual interest, due March 2027
 
672

 
656

6.35% Senior notes, semi-annual interest, due June 2040
 
850

 
850

4.95% Senior notes, semi-annual interest, due May 2042
 
500

 
500

4.875% Senior notes, semi-annual interest, due April 2043
 
850

 
850

Revolving credit facility
 
545

 
782

Commercial paper
 
70

 
93

Capital lease obligations
 
142

 
142

Total debt
 
8,065

 
7,801

Unamortized discount and debt issuance costs
 
(69
)
 
(66
)
Debt, net
 
7,996

 
7,735

Current portion of debt
 
(95
)
 
(119
)
Noncurrent portion of debt
 
$
7,901

 
$
7,616

Senior Notes
On March 11, 2016 , Discovery Communications, LLC ("DCL"), a wholly-owned subsidiary of the Company, issued $ 500 million principal amount of 4.90% senior notes due March 11, 2026 (the "2016 USD Notes"). The proceeds received by DCL from the offering were net of a $2 million issuance discount and $3 million of debt issuance costs. Interest on the 2016 USD Notes is payable semi-annually on March 11 and September 11 of each year.
Revolving Credit Facility
On February 4, 2016, DCL amended its $1.5 billion revolving credit facility to allow DCL and certain designated foreign subsidiaries of DCL to borrow up to $2.0 billion , including a $100 million sublimit for the issuance of standby letters of credit and a $50 million sublimit for swingline loans. Borrowing capacity under this agreement is reduced by any outstanding borrowings under the commercial paper program discussed below. The revolving credit facility agreement provides for a maturity date of February 4, 2021 and the option for up to two additional 364-day renewal periods.
As of September 30, 2016 , the Company had outstanding borrowings under the revolving credit facility of $545 million at a weighted average interest rate of 1.94% , none of which were denominated in foreign currencies. As of December 31, 2015 , the Company had outstanding borrowings under the revolving credit facility of $782 million at a weighted average interest rate of 1.55% of which $207 million was denominated in foreign currencies. The interest rate on borrowings under the revolving credit facility is variable based on DCL's then-current credit ratings for its publicly traded debt and changes in financial index rates. For dollar-denominated borrowings, the interest rate is based, at the Company's option, on either adjusted LIBOR plus a margin, or an alternate base rate plus a margin. For borrowings denominated in foreign currencies, the interest rate is based on adjusted LIBOR, plus a margin. The current margins are 1.30% and 0.30% , respectively, per annum for adjusted LIBOR and alternate base rate borrowings. A monthly facility fee is charged based on the total capacity of the facility, and interest is charged based on the amount borrowed on the facility. The current facility fee rate is 0.20% per annum and subject to change based on DCL's then-current credit ratings. All obligations of DCL and the other borrowers under the revolving credit facility are unsecured and are fully and unconditionally guaranteed by Discovery.

20

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The credit agreement governing the revolving credit facility contains customary representations, warranties and events of default, as well as affirmative and negative covenants. As of September 30, 2016 , the Company, DCL and the other borrowers were in compliance with all covenants, and there were no events of default under the revolving credit facility.
Commercial Paper
The Company's commercial paper program is supported by the revolving credit facility described above. Outstanding commercial paper borrowings were $70 million with a weighted average interest rate of approximately .90% as of September 30, 2016 and $93 million with a weighted average interest rate of approximately 1.10% as of December 31, 2015 .
NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses derivative financial instruments to modify its exposure to market risks from changes in foreign currency exchange rates, interest rates and the fair value of investments classified as AFS securities. At the inception of a derivative contract, the Company designates the derivative as one of four types based on the Company's intentions and belief as to likely effectiveness as a hedge. These four types are: (1) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow hedge"), (2) a hedge of net investments in foreign operations ("net investment hedge"), (3) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment ("fair value hedge"), or (4) an instrument with no hedging designation. The Company does not enter into or hold derivative financial instruments for speculative trading purposes.
Cash Flow Hedges
The Company designates foreign currency forward and option contracts as cash flow hedges to mitigate foreign currency risk arising from third-party revenue and inter-company licensing agreements. The Company also designates interest rate contracts used to hedge the pricing for certain senior notes as cash flow hedges. Gains and losses on the effective portion of designated cash flow hedges are initially recorded in accumulated other comprehensive loss on the consolidated balance sheets and reclassified into the statements of operations in the same line item in which the hedged item is recorded and in the same period as the hedged item affects earnings. If it becomes probable that a forecasted transaction will not occur, any related gains and losses recorded in accumulated other comprehensive loss on the consolidated balance sheets are reclassified to other expense, net on the consolidated statements of operations in that period. The total notional amount of outstanding foreign exchange and interest rate contracts designated as cash flow hedges as of September 30, 2016 were $510 million and $900 million , respectively. The total notional amount of outstanding foreign exchange contracts designated as cash flow hedges as of December 31, 2015 was $868 million . There were no interest rate contracts outstanding as of December 31, 2015 .
During the three months ended September 30, 2016 , the Company discontinued hedge accounting for certain foreign currency forward and option contracts designated as cash flow hedges because the occurrence of the forecasted transactions was no longer probable, but reasonably possible. The notional amount and fair value of these hedges as of September 30, 2016 was $125 million and $14 million , respectively, and was classified in prepaid and other current assets and other noncurrent assets on the Company's consolidated balance sheet. As a result of the change in probability, future changes in the fair value of these hedges will be reflected immediately in other expense, net on the consolidated statements of operations. Unrealized gains recognized prior to the change in probability will remain in accumulated other comprehensive loss until earnings are impacted by the forecasted transaction or the forecasted transaction becomes probable of not occurring, at which time they will be reclassified to other expense, net on the consolidated statements of operations.
During the three months ended March 31, 2015, the Company terminated and settled its interest rate cash flow hedges following the pricing of its 3.45% senior notes due March 15, 2025 (the "2015 USD Notes"). The total notional value of the interest rate forward contracts at the termination date was $490 million , which exceeded the $300 million principal amount of the 2015 USD Notes. Of the $40 million pretax loss recorded in accumulated other comprehensive loss at the termination date, $29 million was an effective cash flow hedge that will be amortized as an adjustment to interest expense over the ten year term of the 2015 USD Notes consistent with amortization of the debt discount. The remaining $11 million was reclassified into other expense, net on the consolidated statements of operations during the three months ended March 31, 2015, because the forecasted borrowing transaction was no longer probable.
Net Investment Hedges
In 2016, the Company entered into a series of cross-currency swaps designated as hedges of net investments in foreign operations. Changes in the fair value of these cross-currency swaps, including the accrual and periodic cash settlement of interest, are reported in the same manner as translation adjustments to the extent that they are effective. Changes in the value of the investment due to changes in spot rates are offset by fair value changes in the effective portion of the derivative instruments. Both changes are recorded as cumulative translation adjustments, a component of accumulated other comprehensive loss , and are only

21

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


recognized in earnings upon the liquidation or sale of the hedged investment. If the notional amount of the instrument designated as the hedge of a net investment is greater than the portion of the net investment being hedged, hedge ineffectiveness, which is the gain or loss of the portion over hedged, is reclassified to other expense, net on the consolidated statements of operations in that period. The notional amount of net investment hedges outstanding as of September 30, 2016 was $770 million . There were no derivative contracts designated as net investment hedges outstanding as of December 31, 2015 .
Fair Value Hedges
The Company designates derivative instruments used to mitigate the risk of changes in the fair value of its AFS securities as fair value hedges. On November 12, 2015, the Company entered into the Lionsgate Collar, designed to mitigate the risk of market fluctuations with respect to 50% of the Lionsgate shares held by the Company. (See Note 3.) The collar, which qualifies for hedge accounting, settles in three tranches starting in 2019 and ending in 2022. The Company records gains and losses from the Lionsgate Collar as a component of other expense, net on the consolidated statements of operations. The notional amount of fair value hedges outstanding was $97 million as of September 30, 2016 and December 31, 2015 .
No Hedging Designation
The Company may also enter into derivative financial instruments that do not qualify for hedge accounting and are not designated as hedges. These instruments are intended to mitigate economic exposures of the Company. Realized and unrealized gains and losses on instruments that do not qualify for hedge accounting are reflected in other expense, net on the consolidated statements of operations. The total notional amount of outstanding foreign exchange and interest rate contracts with no hedging designation as of September 30, 2016 was $27 million and $9 million , respectively. There were no derivative contracts that did not receive hedging designation outstanding as of December 31, 2015 .
Financial Statement Presentation
The Company records all unsettled derivative contracts at their gross fair values on the consolidated balance sheets. (See Note 4.) There were no amounts eligible to be offset under master netting agreements as of September 30, 2016 and December 31, 2015 . The portion of the fair value that represents cash flows occurring within one year are classified as current, and the portion related to cash flows occurring beyond one year are classified as noncurrent.
The cash flows from the effective portion of derivative instruments used as hedges are classified in the consolidated statements of cash flows in the same section as the cash flows from the hedged item. For example, the cash paid or received to settle the effective portion of foreign exchange derivatives intended to hedge distribution revenue earned during the nine months ended September 30, 2016 is reported as an operating activity in the consolidated statements of cash flows consistent with the classification of cash received from customers. The cash flows from the ineffective portion of derivative instruments used as hedges, periodic settlement of interest on cross-currency swaps, and derivative contracts not designated as hedges are reported as investing activities in the consolidated statements of cash flows.

22

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The following table summarizes the impact of derivative financial instruments on the Company's consolidated balance sheets (in millions).
 
 
 
 
Fair Value
Category
 
Balance Sheet Location
 
September 30, 2016
 
December 31, 2015
Cash flow hedges:
 
 
 
 
Foreign exchange
 
Prepaid expenses and other current assets
 
$
29

 
$
21

Interest rate
 
Prepaid expenses and other current assets
 
2

 
—

Foreign exchange
 
Other noncurrent assets
 
2

 
2

Foreign exchange
 
Accrued liabilities
 
31

 
4

Foreign exchange
 
Other noncurrent liabilities
 
4

 
—

Net investment hedges:
 
 
 
 
Cross-currency swaps
 
Other noncurrent assets
 
22

 
—

Cross-currency swaps
 
Accrued liabilities
 
3

 
—

Cross-currency swaps
 
Other noncurrent liabilities
 
48

 
—

Fair value hedges:
 
 
 
 
Equity (Lionsgate collar)
 
Other noncurrent assets
 
36

 
15

No hedging designation:
 
 
 
 
Cross-currency swaps
 
Other noncurrent assets
 
1

 
—

The following table presents the pretax impact of derivatives designated as cash flow hedges on income and other comprehensive (loss) income (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Gains (losses) recognized in accumulated other comprehensive loss:
 
 
 
 
 
 
 
 
Foreign exchange - derivative adjustments
 
$
—

 
$
10

 
$
(18
)
 
$
22

Interest rate - derivative adjustments
 
2

 
1

 
2

 
(11
)
(Losses) gains reclassified into income from accumulated other comprehensive loss (effective portion):
 
 
 
 
 
 
 
 
Foreign exchange - distribution revenue
 
(11
)
 
7

 
(15
)
 
15

Foreign exchange - advertising revenue
 
(1
)
 
—

 
(2
)
 
1

Foreign exchange - costs of revenues
 
8

 
2

 
15

 
6

Foreign exchange - other expense, net
 
1

 
1

 
3

 
2

Interest rate - interest expense
 
(1
)
 
(1
)
 
(3
)
 
(1
)
Losses reclassified into income from accumulated other comprehensive loss (ineffective portion):
 
 
 
 
 
 
 
 
Interest rate - other expense, net
 
—

 
—

 
—

 
(11
)
Fair value excluded from effectiveness assessment:
 
 
 
 
 
 
 
 
Foreign exchange - other expense, net
 
(1
)
 
—

 
(5
)
 
—


23

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


If current fair values of designated cash flow hedges as of September 30, 2016 remained static over the next twelve months, the Company would reclassify $6 million of net deferred losses from accumulated other comprehensive loss into income in the next twelve months.
The following table presents the pretax impact of derivatives designated as net investment hedges on other comprehensive (loss) income (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
(Losses) gains recognized in accumulated other comprehensive loss:
 
 
 
 
 
 
 
 
Cross-currency swaps - changes in fair value
 
$
(21
)
 
$
—

 
$
(29
)
 
$
—

Cross-currency swaps - interest settlements
 
2

 
—

 
2

 
—

Total other comprehensive loss
 
$
(19
)
 
$
—

 
$
(27
)
 
$
—

The following table presents the pretax impact of derivatives designated as fair value hedges on income, including offsetting changes in fair value of the hedged items and amounts excluded from the assessment of effectiveness (in millions). The Company recognized $2 million of ineffectiveness on fair value hedges for the three months ended September 30, 2016 . There were no amounts of ineffectiveness recognized on fair value hedges for the nine months ended September 30, 2016 . The Company had no outstanding fair value hedges during the three and nine months ended September 30, 2015 .
 
 
Three Months Ended September 30, 2016
 
Nine Months Ended September 30, 2016
Losses on changes in fair value of hedged AFS
 
$
(1
)
 
$
(31
)
Gains on changes in the intrinsic value of equity contracts
 
3

 
31

Fair value of equity contracts excluded from effectiveness assessment
 
(3
)
 
(10
)
Total in other expense, net
 
$
(1
)
 
$
(10
)
The following table presents the pretax gains (losses) on derivatives not designated as hedges and recognized in other expense, net in the consolidated statements of operations (in millions).     
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Foreign exchange derivatives
 
$
1

 
$
8

 
$
(1
)
 
$
8


NOTE 8. REDEEMABLE NONCONTROLLING INTERESTS
Redeemable noncontrolling interests reflected as of the balance sheet date are the greater of the noncontrolling interest balances adjusted for comprehensive income items and distributions or the redemption values remeasured at the period end foreign exchange rates (i.e., the "floor"). Adjustments to the carrying amount of redeemable noncontrolling interests to redemption value as a result of changes in exchange rates are reflected in currency translation adjustments, a component of other comprehensive (loss) income ; however, such currency translation adjustments to redemption value are allocated to Discovery stockholders only. Redeemable noncontrolling interest adjustments of redemption value to the floor are reflected in retained earnings. Any adjustment of redemption value to the floor that reflects a redemption in excess of fair value is included as an adjustment to net income available to Discovery stockholders in the calculation of earnings per share. There were no current period adjustments to reflect a redemption in excess of fair value. (See Note 12.)

24

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The table below presents the reconciliation of changes in redeemable noncontrolling interests (in millions).  
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Beginning balance
 
$
241

 
$
754

 
$
241

 
$
747

Initial fair value of redeemable noncontrolling interests of acquired businesses
 
—

 
—

 
—

 
60

Reclassification of redeemable equity to current liabilities
 
—

 
(551
)
 
—

 
(551
)
Cash distributions to redeemable noncontrolling interests
 
—

 
(2
)
 
(17
)
 
(38
)
Comprehensive income adjustments:
 
 
 
 
 
 
 
 
Net income attributable to redeemable noncontrolling interests
 
6

 
4

 
18

 
7

Other comprehensive income (loss) attributable to redeemable noncontrolling interests
 
—

 
3

 
3

 
(23
)
Currency translation on redemption values
 
—

 
4

 
4

 
(36
)
Retained earnings adjustments:
 
 
 
 
 
 
 
 
Adjustments of redemption values to the floor
 
—

 
28

 
(2
)
 
74

Ending balance
 
$
247

 
$
240

 
$
247

 
$
240

Redeemable noncontrolling interests consist of the following arrangements:
In connection with the acquisition of a controlling interest in Eurosport France on March 31, 2015 , the Company recognized $60 million for TF1's 49% redeemable noncontrolling interest. On July 22, 2015 , TF1 exercised its right to put the entirety of its remaining 49% noncontrolling interest in both Eurosport France and Eurosport International to the Company for €491 million ( $551 million as of the date redemption became mandatory, and $548 million on October 1, 2015 when the transaction closed). The difference between the carrying amount of the redeemable noncontrolling interest and its fair value at the date of exercise resulted in a €25 million ( $28 million ) adjustment to retained earnings, recognized as a component of redeemable noncontrolling interest adjustments to redemption value in the consolidated statements of equity for the period ended September 30, 2015. Upon acquisition of TF1's noncontrolling interest on October 1, 2015 , the Company adjusted the accumulated other comprehensive income balance of $61 million attributable to TF1 and allocated it to Discovery stockholders.
In connection with its non-controlling interest in Discovery Family, Hasbro has the right to put the entirety of its remaining 40% non-controlling interest to the Company for one year after December 31, 2021, or in the event a Discovery performance obligation related to Discovery Family is not met. Embedded in the redeemable noncontrolling interest is also a Discovery call right that is exercisable for one year after December 31, 2021. Upon the exercise of the put or call options, the price to be paid for the redeemable noncontrolling interest is generally a function of the then-current fair market value of the redeemable noncontrolling interest, to which certain discounts and floor values may apply in specified situations depending upon the party exercising the put or call and the basis for the exercise of the put or call. As Hasbro's put right is outside the control of the Company, Hasbro's 40% noncontrolling interest is presented as redeemable noncontrolling interest outside of permanent equity on the Company's consolidated balance sheet.
In connection with its non-controlling interest in Discovery Japan, Jupiter Telecommunications Co., Ltd ("J:COM") has the right to put all, but not less than all, of its 20% noncontrolling interest to Discovery at any time for cash. Through January 10, 2017, the redemption value is the January 10, 2013 fair value denominated in Japanese yen; thereafter, as chosen by J:COM, the redemption value is the then-current fair value or the January 10, 2013 fair value denominated in Japanese yen.
NOTE 9. EQUITY
Common Stock Repurchase Program
On August 3, 2010, the Company implemented a stock repurchase program. Under the Company's stock repurchase program, management is authorized to purchase shares of the Company's common stock from time to time through open market purchases, privately negotiated transactions at prevailing prices, pursuant to one or more accelerated stock repurchase agreements, or other derivative arrangements as permitted by securities laws and other legal requirements, and subject to stock price, business and market conditions and other factors. Over the life of the program, authorization under the stock repurchase program has

25

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


totaled $7.5 billion . As of September 30, 2016 , the Company had remaining authorization of $1.3 billion for future repurchases under the existing stock repurchase program, which will expire on October 8, 2017 .
All common stock repurchases have been made through open market transactions and repurchased common stock has been recorded as treasury stock on the consolidated balance sheet. As of September 30, 2016 , the Company had repurchased over the life of the program 3 million and 144 million shares of Series A and Series C common stock, respectively, for the aggregate purchase price of $171 million and $6 billion , respectively. The table below presents a summary of common stock repurchases (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Series C Common Stock:
 
 
 
 
 
 
 
 
Shares repurchased
 
10.4

 
—

 
29.2

 
10.3

Purchase price
 
$
253

 
$
—

 
$
753

 
$
323

Common Stock Repurchase Contract
On August 22, 2016 , the Company made an up front cash payment of $71 million to enter into a prepaid common stock repurchase contract for the Company's Series C common stock. The contract will settle during the quarter ended December 31, 2016. If Discovery's Series C common stock price is below $25.86 at expiry, the Company will receive 3 million shares of its Series C common stock. If Discovery's Series C common stock price is above $25.86 at expiry, the Company can elect to receive $75 million in cash or that number of shares of Series C common stock at the then current market price equal to $75 million . The contract represents a hybrid instrument consisting of a debt instrument and an embedded equity-linked derivative that does not require bifurcation because it is linked to the Company’s own stock.  The contract is accounted for as an equity transaction.  As of September 30, 2016, the $71 million prepayment was recorded as a reduction in additional paid-in capital.  If the contract settles in shares of Series C common stock, that amount will be reclassified to treasury stock.  If the contract settles in cash, the $75 million cash receipt will be recorded as an increase to additional paid-in capital.
Preferred Stock Repurchase and Conversion
The Company has an agreement with Advance/Newhouse Programming Partnership (“Advance/Newhouse”) to repurchase, on a quarterly basis, a number of shares of Series C convertible preferred stock convertible into a number of shares of Series C common stock equal to 3/7 of the number of shares of Series C common stock purchased under the Company’s common stock repurchase program during the then most recently completed fiscal quarter. The price paid per preferred share is calculated as 99% of the average price paid for the Series C common shares repurchased by the Company during the applicable fiscal quarter multiplied by the Series C conversion rate. The Series C preferred stock is convertible, at the option of the holder, into two shares of Series C common stock. The Advance/Newhouse repurchases are made outside of the Company’s publicly announced common stock repurchase program. The repurchase transactions are recorded as a decrease in par value of preferred stock and retained earnings upon settlement as there is no remaining additional paid-in capital for this class of stock.
The table below presents a summary of Series C convertible preferred stock repurchases (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Series C Convertible Preferred Stock:
 
 
 
 
 
 
 
 
Shares repurchased
 
2.2

 
0.8

 
6.9

 
3.9

Purchase price
 
$
121

 
$
52

 
$
371

 
$
253

Based on the number of shares of Series C common stock repurchased during the three months ended September 30, 2016 , the Company expects to repurchase, convert and retire 2.2 million shares of its Series C convertible preferred shares under the preferred stock conversion and repurchase arrangement for an aggregate purchase price of $108 million on or about November 3, 2016 . The expected purchase of these shares has not been recognized as a liability on the Company's consolidated balance sheet as of September 30, 2016 , due to certain termination rights held by Discovery and Advance/Newhouse in the preferred stock conversion and repurchase arrangement.

26

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


In addition, on February 25, 2016, at the request of Advance/Newhouse and in accordance with the Company's Articles of Incorporation, the Company converted 292,500 shares of Advance/Newhouse Series C convertible preferred stock into 585,000 shares of Series C common stock.
Stock Repurchases
As of September 30, 2016 , total shares repurchased, on a split-adjusted and as-converted basis, under these programs represent 34% of the Company's outstanding shares from the time the repurchase programs were authorized or 30% net of issuances for equity based compensation.
Other Comprehensive (Loss) Income
The table below presents the tax effects related to each component of other comprehensive (loss) income and reclassifications made into the consolidated statements of operations (in millions).
 
Three Months Ended September 30, 2016
 
Three Months Ended September 30, 2015
 

Pretax
 
Tax
Benefit (Expense)
 

Net-of-tax
 

Pretax
 
Tax
Benefit (Expense)
 

Net-of-tax
Currency translation adjustments:
 
 
 
 
 
 
 
 
 
 
 
Unrealized losses - foreign currency
$
(10
)
 
$
10

 
$
—

 
$
(57
)
 
$
11

 
$
(46
)
Unrealized losses - net investment hedges
(19
)
 
3

 
(16
)
 
—

 
—

 
—

Total currency translation adjustments
(29
)
 
13

 
(16
)
 
(57
)
 
11

 
(46
)
Market value adjustments:
 
 
 
 
 
 
 
 
 
 
 
Unrealized losses - AFS securities

(2
)
 
2

 
—

 
—

 
—

 
—

Reclassifications to other expense, net:
 
 
 
 
 
 
 
 
 
 
 
Other-than-temporary-impairment AFS securities
62

 
(12
)
 
50

 
—

 
—

 
—

Hedged portion of AFS securities
1

 
(1
)
 
—

 
—

 
—

 
—

Total market value adjustments
61

 
(11
)
 
50

 
—

 
—

 
—

Derivative adjustments:
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains
2

 
(2
)
 
—

 
11

 
(4
)
 
7

Reclassifications:
 
 
 
 
 
 
 
 
 
 
 
Distribution revenue
11

 
(4
)
 
7

 
(7
)
 
2

 
(5
)
Advertising revenue
1

 
—

 
1

 
—

 
—

 
—

Costs of revenues
(8
)
 
3

 
(5
)
 
(2
)
 
1

 
(1
)
Interest expense
1

 
—

 
1

 
1

 
—

 
1

Other expense, net
(1
)
 
—

 
(1
)
 
(1
)
 
—

 
(1
)
Total derivative adjustments
6

 
(3
)
 
3

 
2

 
(1
)
 
1

Other comprehensive income (loss)
$
38

 
$
(1
)
 
$
37

 
$
(55
)
 
$
10

 
$
(45
)


27

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2015
 

Pretax
 
Tax
Benefit (Expense)
 

Net-of-tax
 

Pretax
 
Tax
Benefit (Expense)
 

Net-of-tax
Currency translation adjustments:
 
 
 
 
 
 
 
 
 
 
 
Unrealized losses - foreign currency
$
(34
)
 
$
35

 
$
1

 
$
(197
)
 
$
6

 
$
(191
)
Unrealized losses - net investment hedges
(27
)
 
3

 
(24
)
 
—

 
—

 
—

Reclassifications:
 
 
 
 
 
 
 
 
 
 
 
Gain on disposition
—

 
—

 
—

 
23

 
—

 
23

Other expense, net
—

 
—

 
—

 
6

 
—

 
6

Total currency translation adjustments
(61
)
 
38

 
(23
)
 
(168
)
 
6

 
(162
)
Market value adjustments:
 
 
 
 
 
 
 
 
 
 
 
Unrealized losses - AFS securities

(62
)
 
12

 
(50
)
 
—

 
—

 
—

Reclassifications to other expense, net:
 
 
 
 
 
 
 
 
 
 
 
Other-than-temporary-impairment AFS securities
62

 
(12
)
 
50

 
—

 
—

 
—

Hedged portion of AFS securities
31

 
(6
)
 
25

 
—

 
—

 
—

Total market value adjustments
31

 
(6
)
 
25

 
—

 
—

 
—

Derivative adjustments:
 
 
 
 
 
 
 
 
 
 
 
Unrealized (losses) gains
(16
)
 
5

 
(11
)
 
11

 
(4
)
 
7

Reclassifications:
 
 
 
 
 
 
 
 
 
 
 
Distribution revenue
15

 
(5
)
 
10

 
(15
)
 
5

 
(10
)
Advertising revenue
2

 
—

 
2

 
(1
)
 
—

 
(1
)
Costs of revenues
(15
)
 
5

 
(10
)
 
(6
)
 
2

 
(4
)
Interest expense
3

 
(1
)
 
2

 
1

 
—

 
1

Other expense, net
(3
)
 
1

 
(2
)
 
9

 
(3
)
 
6

Total derivative adjustments
(14
)
 
5

 
(9
)
 
(1
)
 
—

 
(1
)
Other comprehensive loss
$
(44
)
 
$
37

 
$
(7
)
 
$
(169
)
 
$
6

 
$
(163
)
Accumulated Other Comprehensive Loss
The table below presents the changes in the components of accumulated other comprehensive loss , net of taxes (in millions).
 
Three Months Ended September 30, 2016
 
Currency Translation Adjustments
 
Market
Value
Adjustments
 
Derivative Adjustments
 
Accumulated
Other
Comprehensive Loss
Beginning balance
$
(616
)
 
$
(52
)
 
$
(12
)
 
$
(680
)
Other comprehensive (loss) income before reclassifications
(16
)
 
—

 
—

 
(16
)
Reclassifications from accumulated other comprehensive loss to net income
—

 
50

 
3

 
53

Other comprehensive (loss) income
(16
)
 
50

 
3

 
37

Ending balance
$
(632
)
 
$
(2
)
 
$
(9
)
 
$
(643
)


28

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


 
Three Months Ended September 30, 2015
 
Currency Translation Adjustments
 
Market
Value
Adjustments
 
Derivative Adjustments
 
Accumulated
Other
Comprehensive Loss
Beginning balance
$
(457
)
 
$
(2
)
 
$
(1
)
 
$
(460
)
Other comprehensive (loss) income before reclassifications
(46
)
 
—

 
7

 
(39
)
Reclassifications from accumulated other comprehensive loss to net income
—

 
—

 
(6
)
 
(6
)
Other comprehensive (loss) income
(46
)
 
—

 
1

 
(45
)
Other comprehensive income attributable to redeemable noncontrolling interests
(3
)
 
—

 
—

 
(3
)
Ending balance
$
(506
)
 
$
(2
)
 
$
—

 
$
(508
)

 
Nine Months Ended September 30, 2016
 
Currency Translation Adjustments
 
Market
Value
Adjustments
 
Derivative Adjustments
 
Accumulated
Other
Comprehensive Loss
Beginning balance
$
(606
)
 
$
(27
)
 
$
—

 
$
(633
)
Other comprehensive loss before reclassifications
(23
)
 
(50
)
 
(11
)
 
(84
)
Reclassifications from accumulated other comprehensive loss to net income
—

 
75

 
2

 
77

Other comprehensive (loss) income
(23
)
 
25

 
(9
)
 
(7
)
Other comprehensive income attributable to redeemable noncontrolling interests
(3
)
 
—

 
—

 
(3
)
Ending balance
$
(632
)
 
$
(2
)
 
$
(9
)
 
$
(643
)

 
Nine Months Ended September 30, 2015
 
Currency Translation Adjustments
 
Market
Value
Adjustments
 
Derivative Adjustments
 
Accumulated
Other
Comprehensive Loss
Beginning balance
$
(367
)
 
$
(2
)
 
$
1

 
$
(368
)
Other comprehensive loss before reclassifications
(191
)
 
—

 
7

 
(184
)
Reclassifications from accumulated other comprehensive loss to net income
29

 
—

 
(8
)
 
21

Other comprehensive loss
(162
)
 
—

 
(1
)
 
(163
)
Other comprehensive loss attributable to redeemable noncontrolling interests
23

 
—

 
—

 
23

Ending balance
$
(506
)
 
$
(2
)
 
$
—

 
$
(508
)
NOTE 10. EQUITY-BASED COMPENSATION
The Company has various incentive plans under which stock options, time-based restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs"), stock appreciation rights ("SARs") and unit awards have been issued. During the nine months ended September 30, 2016 , the vesting and service requirements of equity-based awards granted were consistent with the arrangements disclosed in the 2015 Form 10-K.

29

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The table below presents the components of equity-based compensation expense (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
PRSUs
 
$
12

 
$
(5
)
 
$
21

 
$
8

RSUs
 
4

 
4

 
14

 
12

Stock options
 
4

 
4

 
11

 
12

SARs
 
2

 
(12
)
 
3

 
(15
)
ESPP
 
—

 
—

 
—

 
1

Unit awards
 
—

 
—

 
—

 
(2
)
Total equity-based compensation expense
 
$
22

 
$
(9
)
 
$
49

 
$
16

Tax benefit (expense) recognized
 
$
8

 
$
(4
)
 
$
18

 
$
6

Compensation expense for all awards was recorded in selling, general and administrative expense on the consolidated statements of operations. The Company records expense for the fair value of cash-settled and other liability-classified equity-based compensation awards ratably over the graded vesting service period based on changes in fair value and the probability that performance targets will be met, if applicable, less estimated forfeitures. The table below presents current and non-current portions of liability-classified equity-based compensation awards (in millions).
 
 
September 30, 2016
 
December 31, 2015
Current portion of liability-classified awards:
 
 
 
 
     PRSUs
 
$
25

 
$
—

     SARs
 
2

 
5

Non-current portion of liability-classified awards:
 
 
 
 
     PRSUs
 
41

 
46

     SARs
 
4

 
3

Total liability-classified equity based compensation award liability
 
$
72

 
$
54

The table below presents award activity (in millions, except weighted-average exercise price) for PRSUs, RSUs and SARs.
 
 
Nine Months Ended September 30, 2016
 
 
Awards
 
Weighted-Average Grant Price
Awards granted:
 
 
 
 
     PRSUs
 
1.0

 
$
25.15

     RSUs
 
1.4

 
$
25.22

     SARs
 
2.4

 
$
25.78

Awards converted or settled:
 
 
 
 
     PRSUs
 
0.6

 
$
22.32

     RSUs
 
0.4

 
$
33.41

     SARs
 
0.9

 
$
20.67






30

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The table below presents stock option activity (in millions, except weighted-average exercise price).
 
 
Stock Options
 
Weighted-
Average
Exercise
Price
Outstanding as of December 31, 2015
 
15.3

 
$
24.01

Granted
 
2.8

 
$
25.61

Exercised
 
(3.1
)
 
$
13.45

Forfeited
 
(0.9
)
 
$
34.02

Outstanding as of September 30, 2016
 
14.1

 
 
The table below presents unrecognized compensation cost, net of expected forfeitures, related to non-vested equity-based awards and the weighted average amortization period over which these expenses will be recognized as of September 30, 2016 (in millions, except years).
 
 
Unrecognized Compensation Cost, Net of Expected Forfeitures
 
Weighted Average Amortization Period
(years)
RSUs
 
$
49

 
3.0
PRSUs
 
32

 
1.0
Stock options
 
33

 
2.3
SARs
 
9

 
1.1
Total unrecognized compensation cost, net of expected forfeitures
 
$
123

 

NOTE 11. INCOME TAXES
The Company's income tax expense was $96 million and $302 million , and the effective income tax rates were 30% and 25% , for the three and nine months ended September 30, 2016 , respectively. The Company's income tax expense was $130 million and $394 million , and the effective income tax rates were 31% and 32% , for the three and nine months ended September 30, 2015 , respectively. The following table reconciles the Company's effective income tax rate to the U.S. federal statutory income tax rate of 35% .
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
U.S. federal statutory income tax rate
 
35
 %
 
35
 %
 
35
 %
 
35
 %
State and local income taxes, net of federal tax benefit
 
1
 %
 
1
 %
 
(4
)%
 
2
 %
Effect of foreign operations
 
(5
)%
 
—
 %
 
(4
)%
 
—
 %
Domestic production activity deductions
 
(1
)%
 
(1
)%
 
(3
)%
 
(3
)%
Change in uncertain tax positions
 
—
 %
 
(3
)%
 
1
 %
 
(2
)%
Other, net
 
—
 %
 
(1
)%
 
—
 %
 
—
 %
Effective income tax rate
 
30
 %
 
31
 %
 
25
 %
 
32
 %
The Company and its subsidiaries file income tax returns in the U.S. and various state and foreign jurisdictions. The Company is currently under limited issue examination by the IRS for its 2008 to 2011 tax years and under audit for its 2012 to 2014 consolidated federal income tax returns. As it is difficult to predict the final outcome of any particular tax matter, an estimate of any related impact to the reserve for uncertain tax positions cannot currently be determined. With few exceptions, the Company is no longer subject to audit by any jurisdiction for years prior to 2006. Adjustments that arose as the audits for certain tax years were completed have been included in change in uncertain tax positions in the table above.
During the nine months ended September 30, 2016 , the Company resolved multi-year state tax positions that resulted in a reduction of reserves related to uncertain tax positions. The effect is included within the effective tax rate reconciliation as a component of changes in state and local income taxes, net of federal tax benefit. The Company's reserves for uncertain tax

31

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


positions at September 30, 2016 and December 31, 2015 totaled $149 million and $173 million , respectively. It is reasonably possible that the total amount of unrecognized tax benefits related to certain of the Company's uncertain tax positions could decrease by as much as $31 million within the next twelve months as a result of ongoing audits, lapses of statutes of limitations or regulatory developments.
As of September 30, 2016 and December 31, 2015 , the Company had accrued approximately $15 million and $20 million of total interest and penalties payable related to unrecognized tax benefits, respectively. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.
NOTE 12. EARNINGS PER SHARE
In calculating earnings per share, the Company follows the two-class method, which distinguishes between the classes of securities based on the proportionate participation rights of each security type in the Company's undistributed income. The Company's Series A, B and C common stock and the Series C convertible preferred stock are treated as one class for purposes of applying the two-class method, because they have substantially equal rights and share equally on an as-converted basis with respect to income available to Discovery Communications, Inc.
The table below sets forth the computation for income available to Discovery Communications, Inc. stockholders (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Numerator:
 
 
 
 
 
 
 
 
Net income
 
$
225

 
$
283

 
$
909

 
$
822

Less:
 
 
 
 
 
 
 
 
Allocation of undistributed income to Series A convertible preferred stock
 
(52
)
 
(61
)
 
(205
)
 
(176
)
Net income attributable to noncontrolling interests
 
—

 
—

 
(1
)
 
—

Net income attributable to redeemable noncontrolling interests
 
(6
)
 
(4
)
 
(18
)
 
(7
)
Net income available to Discovery Communications, Inc. Series A, B and C common and Series C convertible preferred stockholders for basic net income per share
 
$
167

 
$
218

 
$
685

 
$
639

 
 
 
 
 
 
 
 
 
Allocation of net income available to Discovery Communications Inc. Series A, B and C common stockholders and Series C convertible preferred stockholders for basic net income per share:
 
 
 
 
 
 
 
 
Series A, B and C common stockholders
 
144

 
185

 
587

 
541

Series C convertible preferred stockholders
 
23

 
33

 
98

 
98

Total
 
167

 
218

 
685

 
639

Add:
 
 
 
 
 
 
 
 
Allocation of undistributed income to Series A convertible preferred stockholders
 
52

 
61

 
205

 
176

Net income available to Discovery Communications, Inc. Series A, B and C common stockholders for diluted net income per share
 
$
219

 
$
279

 
$
890

 
$
815

Net income available to Discovery Communications, Inc. Series C convertible preferred stockholders for diluted net income per share is included in net income available to Discovery Communications, Inc. Series A, B and C common stockholders for diluted net income per share. For the three months ended September 30, 2016 and 2015 , net income available to Discovery Communications, Inc. Series C convertible preferred stockholders for diluted net income per share was $23 million and $33 million , respectively. For the nine months ended September 30, 2016 and 2015 , net income available to Discovery Communications, Inc. Series C convertible preferred stockholders for diluted net income per share was $97 million and $97 million , respectively.

32

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The table below sets forth the weighted average number of shares outstanding utilized in determining the denominator for basic and diluted earnings per share (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Denominator:
 
 
 
 
 
 
 
 
Weighted average Series A, B and C common shares outstanding — basic
 
395

 
432

 
404

 
434

Weighted average impact of assumed preferred stock conversion
 
204

 
217

 
208

 
220

Weighted average dilutive effect of equity-based awards
 
3

 
4

 
3

 
4

Weighted average Series A, B and C common shares outstanding — diluted
 
602

 
653

 
615

 
658

 
 
 
 
 
 
 
 
 
Weighted average Series C convertible preferred stock outstanding — basic and diluted
 
31

 
38

 
34

 
39

The weighted average number of diluted shares outstanding adjusts the weighted average number of shares of Series A, B and C common stock outstanding for the potential dilution that would occur if common stock equivalents, including convertible preferred stock and equity-based awards, were converted into common stock or exercised, calculated using the treasury stock method. Series A, B and C diluted common stock includes the impact of the conversion of Series A preferred stock, the impact of the conversion of Series C preferred stock, and the impact of equity-based compensation.
The table below sets forth the Company's calculated earnings per share.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Basic net income per share available to Discovery Communications, Inc. Series A, B and C common and Series C convertible preferred stockholders:
 
 
 
 
 
 
 
 
Series A, B and C common stockholders
 
$
0.37


$
0.43


$
1.45


$
1.25

Series C convertible preferred stockholders
 
$
0.74

 
$
0.86

 
$
2.90

 
$
2.50

 
 
 
 
 
 
 
 
 
Diluted net income per share available to Discovery Communications, Inc. Series A, B and C common and Series C convertible preferred stockholders:
 
 
 
 
 
 
 
 
Series A, B and C common stockholders
 
$
0.36

 
$
0.43

 
$
1.44

 
$
1.24

Series C convertible preferred stockholders
 
$
0.72

 
$
0.86

 
$
2.88

 
$
2.48

Series C convertible preferred earnings per share amounts may not recalculate due to rounding. The computation of the diluted earnings per share of Series A, B and C common stockholders assumes the conversion of Series A and C convertible preferred stock, while the diluted earnings per share amounts of Series C convertible preferred stock does not assume conversion of those shares.
The table below presents the details of the anticipated stock repurchases and equity-based awards that were excluded from the calculation of diluted earnings per share (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Anti-dilutive stock options and RSUs
 
9

 
6

 
8

 
6

PRSUs whose performance targets have not been achieved
 
4

 
3

 
3

 
3

Anti-dilutive common stock repurchase contracts (See Note 9.)
 
3

 
—

 
3

 
—

Anti-dilutive preferred stock repurchase and conversion (See Note 9.)

 
2

 
—

 
2

 
—

Only outstanding PRSUs whose performance targets have been achieved as of the last day of the most recent period are included in the dilutive effect calculation.

33

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


NOTE 13. SUPPLEMENTAL DISCLOSURES
The following tables present supplemental information related to the consolidated financial statements (in millions).
Accrued Liabilities
 
 
September 30, 2016
 
December 31, 2015
Accrued payroll and related benefits
 
$
438

 
$
449

Content rights payable
 
176

 
217

Accrued interest
 
108

 
61

Accrued income taxes
 
36

 
30

Current portion of equity-based compensation liabilities
 
27

 
5

Other accrued liabilities
 
260

 
226

Total accrued liabilities
 
$
1,045

 
$
988

Other Expense, net
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Foreign currency gains (losses), net
 
$
15

 
$
(6
)
 
$
52

 
$
(73
)
(Losses) gains on derivative instruments
 
(1
)
 
8

 
(16
)
 
(3
)
Remeasurement gain on previously held equity interest
 
—

 
—

 
—

 
2

Other expense, net:
 
 
 
 
 
 
 
 
Other-than-temporary impairment of AFS investments
 
(62
)
 
—

 
(62
)
 
—

Other
 
(1
)
 
(2
)
 
(1
)
 
(4
)
Other expense, net
 
$
(63
)
 
$
(2
)
 
$
(63
)
 
$
(4
)
Total other expense, net
 
$
(49
)
 
$
—

 
$
(27
)
 
$
(78
)
Equity-Based Plan Proceeds, Net
 
 
Nine Months Ended September 30,
 
 
2016
 
2015
Tax settlements associated with equity-based plans
 
$
(11
)
 
$
(27
)
Excess tax benefits from equity-based compensation
 
7

 
6

Proceeds from issuance of common stock in connection with equity-based plans
 
36

 
12

Total equity-based plan proceeds (payments), net
 
$
32

 
$
(9
)

34

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Supplemental Cash Flow Information
 
 
Nine Months Ended September 30,
 
 
2016
 
2015
Cash paid for taxes, net
 
$
427

 
$
609

Cash paid for interest, net
 
207

 
188

Noncash investing and financing activities:
 
 
 
 
Mandatorily redeemable equity (see Note 8)
 
—

 
551

Contingent consideration obligations from business acquisitions
 
—

 
9

Contingent consideration receivable from business dispositions
 
—

 
19

Receivables for exercised/unsettled incentive stock options
 
9

 
—

Accrued purchases of property and equipment
 
7

 
13

Assets acquired under capital lease arrangements
 
23

 
2

NOTE 14. RELATED PARTY TRANSACTIONS
In the normal course of business, the Company enters into transactions with related parties. Related parties include entities that share common directorship, such as Liberty Global plc (“Liberty Global”), Liberty Broadband Corporation ("Liberty Broadband") and their subsidiaries and equity method investees (together the “Liberty Group”). Discovery’s Board of Directors includes Mr. Malone, who is Chairman of the Board of Liberty Global and beneficially owns approximately 24% of the aggregate voting power with respect to the election of directors of Liberty Global. Mr. Malone is also Chairman of the Board of Liberty Broadband and beneficially owns approximately 46% of the aggregate voting power with respect to the election of directors of Liberty Broadband. The majority of the revenue earned from the Liberty Group relates to multi-year network distribution arrangements. Related party transactions also include revenues and expenses for content and services provided to or acquired from equity method investees, such as OWN, All3Media and the New Russian Business, or minority partners of consolidated subsidiaries, such as Hasbro.
The table below presents a summary of the transactions with related parties (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Revenues and service charges:
 
 
 
 
 
 
 
 
Liberty Group (a)
 
$
116

 
$
40

 
$
259

 
$
120

Equity method investees
 
34

 
12

 
91

 
44

Other
 
7

 
10

 
26

 
27

Total revenues and service charges
 
$
157

 
$
62


$
376

 
$
191

 
 
 
 
 
 
 
 
 
Interest income (b)
 
$
4

 
$
5

 
$
13

 
$
18

 
 
 
 
 
 
 
 
 
Expenses
 
$
(25
)
 
$
(12
)
 
$
(85
)
 
$
(43
)
 
 
 
 
 
(a) The increase for the three and nine months ended September 30, 2016 , includes the May 2016 acquisition of Time Warner Cable, Inc. by Charter Communications, an equity method investee of the Liberty Group and other changes in Liberty Group's businesses.
(b) The Company records interest earnings from loans to equity method investees, such as OWN, as a component of income from equity investees, net , in the consolidated statements of operations. (See Note 3.)

35

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



The table below presents receivables due from related parties (in millions).
 
 
September 30, 2016
 
December 31, 2015
Receivables (a)
 
$
112

 
$
37

Note receivable (Note 3)
 
326

 
384

 
 
 
 
 
(a) The increase for the three and nine months ended September 30, 2016 , includes the May 2016 acquisition of Time Warner Cable Inc. by Charter Communications, an equity method investee of the Liberty Group and other changes in Liberty Group's businesses.
NOTE 15. 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, arrangements to purchase various goods and services, future funding commitments to equity method investees, and the conditional obligation to issue or acquire additional shares of preferred stock. (See Note 9.)

36

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Contingencies
Put Rights
The Company has granted put rights related to an equity method investment and certain consolidated subsidiaries. Harpo has the right to require the Company to purchase all or part of its interest in OWN for fair value at various dates. No amounts have been recorded by the Company for the Harpo put right. (See Note 3.) Hasbro and J:COM have the right to require the Company to purchase their remaining noncontrolling interests in Discovery Family and Discovery Japan, respectively. The Company recorded the value of the put rights for Discovery Family and Discovery Japan as a component of redeemable equity in the amounts of $216 million and $31 million , respectively. (See Note 8.)
Legal Matters
The Company is party to various lawsuits and claims in the ordinary course of business, including claims related to employees, vendors, other business partners or patent issues. However, a determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgment about future events. Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company's results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on the Company's consolidated financial position, future results of operations or cash flows.
Guarantees
There were no guarantees recorded as of September 30, 2016 and December 31, 2015 .
The Company may provide or receive indemnities intended to allocate business transaction risks. Similarly, the Company may remain contingently liable for certain obligations of a divested business 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 September 30, 2016 and December 31, 2015 .
NOTE 16. REPORTABLE SEGMENTS
The Company’s operating segments are determined based on (i) financial information reviewed by its chief operating decision maker ("CODM"), the Chief Executive Officer ("CEO"), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO 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. Inter-segment transactions primarily include advertising and content purchases.
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 operating income excluding: (i) mark-to-market equity-based compensation, (ii) depreciation and amortization, (iii) amortization of deferred launch incentives, (iv) restructuring and other charges, (v) certain impairment charges, (vi) gains and losses on business and asset dispositions, and (vii) certain inter-segment eliminations related to production studios. 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, restructuring and other 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, amortization of intangible assets and deferred launch incentives, as these amounts do not represent cash payments in the current reporting period. Certain corporate expenses are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. 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. The tables below present summarized financial information for each of the Company’s reportable segments, other operating segments and corporate and inter-segment eliminations (in millions).

37

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Revenues by Segment
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
U.S. Networks
 
$
793

 
$
781

 
$
2,473

 
$
2,344

International Networks
 
720

 
740

 
2,221

 
2,276

Education and Other
 
43

 
36

 
133

 
130

Corporate and inter-segment eliminations
 
—

 
—

 
(2
)
 
(2
)
Total revenues
 
$
1,556

 
$
1,557

 
$
4,825

 
$
4,748

Adjusted OIBDA by Segment
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
U.S. Networks
 
$
458

 
$
443

 
$
1,475

 
$
1,364

International Networks
 
183

 
218

 
617

 
699

Education and Other
 
(1
)
 
(5
)
 
(5
)
 
(2
)
Corporate and inter-segment eliminations
 
(78
)
 
(80
)
 
(242
)
 
(237
)
Total Adjusted OIBDA
 
$
562

 
$
576

 
$
1,845

 
$
1,824

Reconciliation of Total Adjusted OIBDA to Net Income available to Discovery Communications, Inc.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Total Adjusted OIBDA
 
$
562

 
$
576

 
$
1,845

 
$
1,824

Amortization of deferred launch incentives
 
(3
)
 
(4
)
 
(10
)
 
(12
)
Mark-to-market equity-based compensation
 
(14
)
 
17

 
(24
)
 
9

Depreciation and amortization
 
(80
)
 
(80
)
 
(239
)
 
(243
)
Restructuring and other charges
 
(7
)
 
(4
)
 
(52
)
 
(37
)
Gain on disposition
 
—

 
—

 
13

 
3

Operating income
 
$
458

 
$
505

 
$
1,533

 
$
1,544

Interest expense
 
(91
)
 
(82
)
 
(267
)
 
(248
)
Income (loss) from equity investees, net
 
3

 
(10
)
 
(28
)
 
(2
)
Other expense, net
 
(49
)
 
—

 
(27
)
 
(78
)
Income before income taxes
 
$
321

 
$
413

 
$
1,211

 
$
1,216

Income tax expense
 
(96
)
 
(130
)
 
(302
)
 
(394
)
Net income attributable to noncontrolling interests
 
—

 
—

 
(1
)
 
—

Net income attributable to redeemable noncontrolling interests
 
(6
)
 
(4
)
 
(18
)
 
(7
)
Net income available to Discovery Communications, Inc.
 
$
219

 
$
279

 
$
890

 
$
815


38

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Total Assets by Segment
 
 
September 30, 2016
 
December 31, 2015
U.S. Networks
 
$
3,274

 
$
3,295

International Networks
 
5,176

 
5,151

Education and Other
 
416

 
520

Corporate and inter-segment eliminations
 
6,984

 
6,898

Total assets
 
$
15,850

 
$
15,864

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 CEO.

NOTE 17. RESTRUCTURING AND OTHER CHARGES
Restructuring and other charges, by segment were as follows (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
U.S. Networks
 
$
2

 
$
—

 
$
10

 
$
22

International Networks
 
5

 
3

 
25

 
13

Education and Other
 
—

 
2

 
3

 
2

Corporate
 
—

 
(1
)
 
14

 
—

Total restructuring and other charges
 
$
7

 
$
4

 
$
52

 
$
37


 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Restructuring charges
 
$
4

 
$
4

 
$
53

 
$
16

Other
 
3

 
—

 
(1
)
 
21

Total restructuring and other charges
 
$
7

 
$
4

 
$
52

 
$
37

Restructuring charges relate to management changes, cost reduction efforts and contract terminations. On April 28, 2016 , the Company committed to a cost-savings plan that encompasses a series of actions intended to enable the Company to more efficiently operate in a leaner and more directed cost structure and invest in growth initiatives, including digital services and content creation. The cost-savings plan includes significant employee terminations.
Other charges during 2016 and 2015 result from content impairments primarily at the Company's U.S. Networks segment due to the cancellation of certain high profile series as a result of legal circumstances pertaining to the associated talent.
Restructuring and other charges of $45 million and $2 million are recorded in accrued liabilities and other noncurrent liabilities, respectively, on the consolidated balance sheet. Changes in restructuring and other liabilities by major category were as follows (in millions).
 
 
Contract
Terminations
 
Employee
Terminations
 
Total
December 31, 2015
 
$
2

 
$
21

 
$
23

Net Accruals
 
—

 
53

 
53

Cash Paid
 
(2
)
 
(27
)
 
(29
)
September 30, 2016
 
$
—

 
$
47

 
$
47



39

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


NOTE 18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Overview
As of September 30, 2016 and December 31, 2015 , all of the outstanding senior notes have been issued by DCL, a wholly owned subsidiary of the Company, pursuant to one or more Registration Statements on Form S-3 filed with the U.S. Securities and Exchange Commission ("SEC"). (See Note 6.) The Company fully and unconditionally guarantees the senior notes on an unsecured basis. Each of the Company, DCL, and/or Discovery Communications Holding LLC (“DCH”) (collectively the “Issuers”) may issue additional debt securities under the Company's current Registration Statement on Form S-3 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 the Discovery Channel and TLC networks in the U.S. The non-guarantor subsidiaries of DCL include substantially all of the Company’s other U.S. and international networks, education businesses, production companies, and most of the Company’s websites and digital distribution arrangements. 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.
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, where identifiable. 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.

40

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


  Condensed Consolidating Balance Sheet
September 30, 2016
(in millions)
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
—

 
$
—

 
$
8

 
$
216

 
$
—

 
$
—

 
$
224

Receivables, net
 
—

 
—

 
433

 
1,112

 
—

 
—

 
1,545

Content rights, net
 
—

 
—

 
10

 
340

 
—

 
—

 
350

Deferred income taxes
 
—

 
—

 
41

 
69

 
—

 
—

 
110

Prepaid expenses and other current assets
 
76

 
46

 
205

 
127

 
—

 
—

 
454

Inter-company trade receivables, net
 
—

 
—

 
160

 
—

 
—

 
(160
)
 
—

Total current assets
 
76

 
46

 
857

 
1,864

 
—

 
(160
)
 
2,683

Investment in and advances to subsidiaries
 
5,130

 
5,084

 
7,598

 
—

 
3,433

 
(21,245
)
—

—

Noncurrent content rights, net
 
—

 
—

 
656

 
1,461

 
—

 
—

 
2,117

Goodwill
 
—

 
—

 
3,769

 
4,410

 
—

 
—

 
8,179

Intangible assets, net
 
—

 
—

 
278

 
1,343

 
—

 
—

 
1,621

Equity method investments
 
—

 
—

 
25

 
490

 
—

 
—

 
515

Other noncurrent assets
 
—

 
20

 
104

 
631

 
—

 
(20
)
 
735

Total assets
 
$
5,206

 
$
5,150

 
$
13,287

 
$
10,199

 
$
3,433

 
$
(21,425
)
 
$
15,850

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current portion of debt
 
$
—

 
$
—

 
$
75

 
$
20

 
$
—

 
$
—

 
$
95

Other current liabilities
 
—

 
—

 
505

 
922

 
—

 
—

 
1,427

Inter-company trade payables, net
 
—

 
—

 
—

 
160

 
—

 
(160
)
 
—

Total current liabilities
 
—

 
—

 
580

 
1,102

 
—

 
(160
)
 
1,522

Noncurrent portion of debt
 
—

 
—

 
7,270

 
631

 
—

 
—

 
7,901

Other noncurrent liabilities
 
2

 
—

 
353

 
621

 
20

 
(20
)
 
976

Total liabilities
 
2

 
—

 
8,203

 
2,354

 
20

 
(180
)
 
10,399

Redeemable noncontrolling interests
 
—

 
—

 
—

 
247

 
—

 
—

 
247

Total equity
 
5,204

 
5,150

 
5,084

 
7,598

 
3,413

 
(21,245
)
 
5,204

Total liabilities and equity
 
$
5,206

 
$
5,150

 
$
13,287

 
$
10,199

 
$
3,433

 
$
(21,425
)
 
$
15,850


41

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Balance Sheet
December 31, 2015
(in millions)
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
—

 
$
—

 
$
3

 
$
387

 
$
—

 
$
—

 
$
390

Receivables, net
 
—

 
—

 
435

 
1,044

 
—

 
—

 
1,479

Content rights, net
 
—

 
—

 
9

 
304

 
—

 
—

 
313

Deferred income taxes
 
—

 
—

 
36

 
32

 
—

 
—

 
68

Prepaid expenses and other current assets
 
47

 
26

 
163

 
110

 
—

 
—

 
346

Inter-company trade receivables, net
 
—

 
—

 
74

 
—

 
—

 
(74
)
 
—

Total current assets
 
47

 
26

 
720

 
1,877

 
—

 
(74
)
 
2,596

Investment in and advances to subsidiaries
 
5,406

 
5,381

 
7,539

 
—

 
3,618

 
(21,944
)
 
—

Noncurrent content rights, net
 
—

 
—

 
601

 
1,429

 
—

 
—

 
2,030

Goodwill
 
—

 
—

 
3,769

 
4,395

 
—

 
—

 
8,164

Intangible assets, net
 
—

 
—

 
290

 
1,440

 
—

 
—

 
1,730

Equity method investments
 
—

 
—

 
25

 
542

 
—

 
—

 
567

Other noncurrent assets
 
—

 
20

 
103

 
674

 
—

 
(20
)
 
777

Total assets
 
$
5,453

 
$
5,427

 
$
13,047

 
$
10,357

 
$
3,618

 
$
(22,038
)
 
$
15,864

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current portion of debt
 
$
—

 
$
—

 
$
98

 
$
21

 
$
—

 
$
—

 
$
119

Other current liabilities
 
—

 
—

 
470

 
990

 
—

 
—

 
1,460

Inter-company trade payables, net
 
—

 
—

 
—

 
74

 
—

 
(74
)
 
—

Total current liabilities
 
—

 
—

 
568

 
1,085

 
—

 
(74
)
 
1,579

Noncurrent portion of debt
 
—

 
—

 
6,724

 
892

 
—

 
—

 
7,616

Other noncurrent liabilities
 
2

 
—

 
374

 
600

 
21

 
(20
)
 
977

Total liabilities
 
2

 
—

 
7,666

 
2,577

 
21

 
(94
)
 
10,172

Redeemable noncontrolling interests
 
—

 
—

 
—

 
241

 
—

 
—

 
241

Total equity
 
5,451

 
5,427

 
5,381

 
7,539

 
3,597

 
(21,944
)
 
5,451

Total liabilities and equity
 
$
5,453

 
$
5,427

 
$
13,047

 
$
10,357

 
$
3,618

 
$
(22,038
)
 
$
15,864


42

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2016
(in millions)  
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
Revenues
 
$
—

 
$
—

 
$
471

 
$
1,088

 
$
—

 
$
(3
)
 
$
1,556

Costs of revenues, excluding depreciation and amortization
 
—

 
—

 
109

 
484

 
—

 
(1
)
 
592

Selling, general and administrative
 
3

 
—

 
82

 
336

 
—

 
(2
)
 
419

Depreciation and amortization
 
—

 
—

 
9

 
71

 
—

 
—

 
80

Restructuring and other charges
 
—

 
—

 
—

 
7

 
—

 
—

 
7

Total costs and expenses
 
3

 
—


200

 
898

 
—

 
(3
)
 
1,098

Operating (loss) income
 
(3
)
 
—

 
271

 
190

 
—

 
—

 
458

Equity in earnings of subsidiaries
 
221

 
221

 
108

 
—

 
147

 
(697
)
 
—

Interest expense
 
—

 
—

 
(86
)
 
(5
)
 
—

 
—

 
(91
)
Income from equity investees, net

 
—

 
—

 
3

 
—

 
—

 
—

 
3

Other expense, net
 
—

 
—

 
(13
)
 
(36
)
 
—

 
—

 
(49
)
Income before income taxes
 
218

 
221

 
283

 
149

 
147

 
(697
)
 
321

Income tax benefit (expense)
 
1

 
—

 
(62
)
 
(35
)
 
—

 
—

 
(96
)
Net income
 
219

 
221

 
221

 
114

 
147

 
(697
)
 
225

Net income attributable to redeemable noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
(6
)
 
(6
)
Net income available to Discovery Communications, Inc.
 
$
219

 
$
221

 
$
221

 
$
114

 
$
147

 
$
(703
)
 
$
219




43

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2015
(in millions)  
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
Revenues
 
$
—

 
$
—

 
$
478

 
$
1,082

 
$
—

 
$
(3
)
 
$
1,557

Costs of revenues, excluding depreciation and amortization
 
—

 
—

 
159

 
417

 
—

 
(2
)
 
574

Selling, general and administrative
 
3

 
—

 
63

 
329

 
—

 
(1
)
 
394

Depreciation and amortization
 
—

 
—

 
10

 
70

 
—

 
—

 
80

Restructuring and other charges
 
—

 
—

 
(1
)
 
5

 
—

 
—

 
4

Total costs and expenses
 
3

 
—

 
231

 
821

 
—

 
(3
)
 
1,052

Operating (loss) income
 
(3
)
 
—

 
247

 
261

 
—

 
—

 
505

Equity in earnings of subsidiaries
 
281

 
281

 
171

 
—

 
187

 
(920
)
 
—

Interest expense
 
—

 
—

 
(79
)
 
(3
)
 
—

 
—

 
(82
)
Loss from equity investees, net
 
—

 
—

 
(2
)
 
(8
)
 
—

 
—

 
(10
)
Other (expense) income, net
 
—

 
—

 
(5
)
 
5

 
—

 
—

 
—

Income before income taxes
 
278

 
281

 
332

 
255

 
187

 
(920
)
 
413

Income tax benefit (expense)
 
1

 
—

 
(51
)
 
(80
)
 
—

 
—

 
(130
)
Net income
 
279

 
281

 
281

 
175

 
187

 
(920
)
 
283

Net income attributable to redeemable noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
(4
)
 
(4
)
Net income available to Discovery Communications, Inc.
 
$
279

 
$
281

 
$
281

 
$
175

 
$
187

 
$
(924
)
 
$
279




44

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2016
(in millions)  
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
Revenues
 
$
—

 
$
—

 
$
1,473

 
$
3,362

 
$
—

 
$
(10
)
 
$
4,825

Costs of revenues, excluding depreciation and amortization
 
—

 
—

 
339

 
1,451

 
—

 
(3
)
 
1,787

Selling, general and administrative
 
11

 
—

 
211

 
1,012

 
—

 
(7
)
 
1,227

Depreciation and amortization
 
—

 
—

 
28

 
211

 
—

 
—

 
239

Restructuring and other charges
 
—

 
—

 
23

 
29

 
—

 
—

 
52

Gain on disposition
 
—

 
—

 
—

 
(13
)
 
—

 
—

 
(13
)
Total costs and expenses
 
11

 
—

 
601

 
2,690

 
—

 
(10
)
 
3,292

Operating (loss) income
 
(11
)
 
—

 
872

 
672

 
—

 
—

 
1,533

Equity in earnings of subsidiaries
 
897

 
897

 
498

 
—

 
598

 
(2,890
)
 
—

Interest expense
 
—

 
—

 
(251
)
 
(16
)
 
—

 
—

 
(267
)
Loss from equity investees, net
 
—

 
—

 
(2
)
 
(26
)
 
—

 
—

 
(28
)
Other (expense) income, net
 
—

 
—

 
(32
)
 
5

 
—

 
—

 
(27
)
Income before income taxes
 
886

 
897

 
1,085

 
635

 
598

 
(2,890
)
 
1,211

Income tax benefit (expense)
 
4

 
—

 
(188
)
 
(118
)
 
—

 
—

 
(302
)
Net income
 
890

 
897

 
897

 
517

 
598

 
(2,890
)
 
909

Net income attributable to noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
(1
)
 
(1
)
Net income attributable to redeemable noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
(18
)
 
(18
)
Net income available to Discovery Communications, Inc.
 
$
890

 
$
897

 
$
897

 
$
517

 
$
598

 
$
(2,909
)
 
$
890



45

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2015
(in millions)
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
Revenues
 
$
—

 
$
—

 
$
1,434

 
$
3,323

 
$
—

 
$
(9
)
 
$
4,748

Costs of revenues, excluding depreciation and amortization
 
—

 
—

 
373

 
1,332

 
—

 
(2
)
 
1,703

Selling, general and administrative
 
11

 
—

 
159

 
1,061

 
—

 
(7
)
 
1,224

Depreciation and amortization
 
—

 
—

 
27

 
216

 
—

 
—

 
243

Restructuring and other charges
 
—

 
—

 
19

 
18

 
—

 
—

 
37

Gain on disposition
 
—

 
—

 
—

 
(3
)
 
—

 
—

 
(3
)
Total costs and expenses
 
11

 
—

 
578

 
2,624

 
—

 
(9
)
 
3,204

Operating (loss) income
 
(11
)
 
—

 
856

 
699

 
—

 
—

 
1,544

Equity in earnings of subsidiaries
 
822

 
822

 
414

 
—

 
548

 
(2,606
)
 
—

Interest expense
 
—

 
—

 
(241
)
 
(7
)
 
—

 
—

 
(248
)
Loss from equity investees, net
 
—

 
—

 
—

 
(2
)
 
—

 
—

 
(2
)
Other expense, net
 
—

 
—

 
(16
)
 
(62
)
 
—

 
—

 
(78
)
Income before income taxes
 
811

 
822

 
1,013

 
628

 
548

 
(2,606
)
 
1,216

Income tax benefit (expense)
 
4

 
—

 
(191
)
 
(207
)
 
—

 
—

 
(394
)
Net income
 
815

 
822

 
822

 
421

 
548

 
(2,606
)
 
822

Net income attributable to redeemable noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
(7
)
 
(7
)
Net income available to Discovery Communications, Inc.
 
$
815

 
$
822

 
$
822

 
$
421

 
$
548

 
$
(2,613
)
 
$
815



46

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2016
(in millions)  
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
Net income
 
$
219

 
$
221

 
$
221

 
$
114

 
$
147

 
$
(697
)
 
$
225

Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Currency translation adjustments
 
(16
)
 
(16
)
 
(16
)
 
(16
)
 
(10
)
 
58

 
(16
)
Market value adjustments
 
50

 
50

 
50

 
50

 
34

 
(184
)
 
50

Derivative adjustments
 
3

 
3

 
3

 
2

 
2

 
(10
)
 
3

Comprehensive income
 
256

 
258

 
258

 
150

 
173

 
(833
)
 
262

Comprehensive income attributable to noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Comprehensive income attributable to redeemable noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
(6
)
 
(6
)
Comprehensive income attributable to Discovery Communications, Inc.
 
$
256

 
$
258

 
$
258

 
$
150

 
$
173

 
$
(839
)
 
$
256




47

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2015
(in millions)  
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
Net income
 
$
279

 
$
281

 
$
281

 
$
175

 
$
187

 
$
(920
)
 
$
283

Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Currency translation adjustments
 
(46
)
 
(46
)
 
(46
)
 
(46
)
 
(31
)
 
169

 
(46
)
Derivative adjustments
 
1

 
1

 
1

 
1

 
—

 
(3
)
 
1

Comprehensive income
 
234

 
236

 
236

 
130

 
156

 
(754
)
 
238

Comprehensive loss attributable to redeemable noncontrolling interests
 
(3
)
 
(3
)
 
(3
)
 
(3
)
 
(2
)
 
7

 
(7
)
Comprehensive income attributable to Discovery Communications, Inc.
 
$
231

 
$
233

 
$
233

 
$
127

 
$
154

 
$
(747
)
 
$
231




48

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Statement of Comprehensive Income (Loss)
Nine Months Ended September 30, 2016
(in millions)
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
Net income
 
$
890

 
$
897

 
$
897

 
$
517

 
$
598

 
$
(2,890
)
 
$
909

Other comprehensive loss, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Currency translation adjustments
 
(23
)
 
(23
)
 
(23
)
 
(23
)
 
(15
)
 
84

 
(23
)
Market value adjustments
 
25

 
25

 
25

 
25

 
17

 
(92
)
 
25

Derivative adjustments
 
(9
)
 
(9
)
 
(9
)
 
(11
)
 
(6
)
 
35

 
(9
)
Comprehensive income
 
883

 
890

 
890

 
508

 
594

 
(2,863
)
 
902

Comprehensive income attributable to noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
(1
)
 
(1
)
Comprehensive loss attributable to redeemable noncontrolling interests
 
(3
)
 
(3
)
 
(3
)
 
(3
)
 
(2
)
 
(7
)
 
(21
)
Comprehensive income attributable to Discovery Communications, Inc.
 
$
880

 
$
887

 
$
887

 
$
505

 
$
592

 
$
(2,871
)
 
$
880



49

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Statement of Comprehensive Income (Loss)
Nine Months Ended September 30, 2015
(in millions)  
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
Net income
 
$
815

 
$
822

 
$
822

 
$
421

 
$
548

 
$
(2,606
)
 
$
822

Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Currency translation adjustments
 
(162
)
 
(162
)
 
(162
)
 
(160
)
 
(108
)
 
592

 
(162
)
Derivative adjustments
 
(1
)
 
(1
)
 
(1
)
 
(1
)
 
(1
)
 
4

 
(1
)
Comprehensive income
 
652

 
659

 
659

 
260

 
439

 
(2,010
)
 
659

Comprehensive loss attributable to redeemable noncontrolling interests
 
23

 
23

 
23

 
23

 
15

 
(91
)
 
16

Comprehensive income attributable to Discovery Communications, Inc.
 
$
675

 
$
682

 
$
682

 
$
283

 
$
454

 
$
(2,101
)
 
$
675



50

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2016
(in millions)  
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
Operating Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash provided by (used in) operating activities
 
$
(38
)
 
$
(20
)
 
$
203

 
$
682

 
$
—

 
$
—

 
$
827

Investing Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments in equity method investees, net
 
—

 
—

 
(6
)
 
(61
)
 
—

 
—

 
(67
)
Purchases of property and equipment
 
—

 
—

 
(18
)
 
(51
)
 
—

 
—

 
(69
)
Distributions from equity method investees
 
—

 
—

 
—

 
69

 
—

 
—

 
69

Proceeds from dispositions, net of cash disposed
 
—

 
—

 
—

 
19

 
—

 
—

 
19

Investments in cost method investments
 
—

 
—

 
(2
)
 
(2
)
 
—

 
—

 
(4
)
Inter-company distributions
 
—

 
—

 
23

 
—

 
—

 
(23
)
 
—

Other investing activities, net
 
—

 
—

 
—

 
(2
)
 
—

 
—

 
(2
)
Cash used in investing activities
 
—

 
—

 
(3
)
 
(28
)
 
—

 
(23
)
 
(54
)
Financing Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial paper repayments, net
 
—

 
—

 
(23
)
 
—

 
—

 
—

 
(23
)
Borrowings under revolving credit facility
 
—

 
—

 
225

 
220

 
—

 
—

 
445

Principal repayments of revolving credit facility
 
—

 
—

 
(200
)
 
(472
)
 
—

 
—

 
(672
)
Borrowings from debt, net of discount
 
—

 
—

 
498

 
—

 
—

 
—

 
498

Principal repayments of capital lease obligations
 
—

 
—

 
(4
)
 
(19
)
 
—

 
—

 
(23
)
Repurchases of stock
 
(1,124
)
 
—

 
—

 
—

 
—

 
—

 
(1,124
)
Prepayments for common stock repurchase contracts
 
(71
)
 
—

 
—

 
—

 
—

 
—

 
(71
)
Distributions to redeemable noncontrolling interests
 
—

 
—

 
—

 
(17
)
 
—

 
—

 
(17
)
Equity-based plan proceeds, net

 
32

 
—

 
—

 
—

 
—

 
—

 
32

Inter-company distributions
 
—

 
—

 
—

 
(23
)
 
—

 
23

 
—

Inter-company contributions and other financing activities, net
 
1,201

 
20

 
(691
)
 
(543
)
 
—

 
—

 
(13
)
Cash provided by (used in) financing activities
 
38

 
20

 
(195
)
 
(854
)
 
—

 
23

 
(968
)
Effect of exchange rate changes on cash and cash equivalents
 
—

 
—

 
—

 
29

 
—

 
—

 
29

Net change in cash and cash equivalents
 
—

 
—

 
5

 
(171
)
 
—

 
—

 
(166
)
Cash and cash equivalents, beginning of period
 
—

 
—

 
3

 
387

 
—

 
—

 
390

Cash and cash equivalents, end of period
 
$
—

 
$
—

 
$
8

 
$
216

 
$
—

 
$
—

 
$
224


51

DISCOVERY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2015
(in millions)
 
 
Discovery
 
DCH
 
DCL
 
Non-Guarantor
Subsidiaries of
DCL
 
Other Non-
Guarantor
Subsidiaries of Discovery
 
Reclassifications 
and
Eliminations
 
Discovery and
Subsidiaries
Operating Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash (used in) provided by operating activities
 
$
(222
)
 
$
2

 
$
409

 
$
463

 
$
—

 
$
—

 
$
652

Investing Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
 
—

 
—

 
(11
)
 
(65
)
 
—

 
—

 
(76
)
Business acquisitions, net of cash acquired
 
—

 
—

 
—

 
(24
)
 
—

 
—

 
(24
)
Payments for derivative instruments
 
—

 
—

 
(11
)
 
—

 
—

 
—

 
(11
)
Proceeds from dispositions, net of cash disposed
 
—

 
—

 
—

 
61

 
—

 
—

 
61

Distributions from equity method investees
 
—

 
—

 
—

 
67

 
—

 
—

 
67

Investments in equity method investees, net
 
—

 
—

 
(1
)
 
(25
)
 
—

 
—

 
(26
)
Investments in cost method investments
 
—

 
—

 
—

 
(16
)
 
—

 
—

 
(16
)
Inter-company distributions
 
—

 
—

 
31

 
—

 
—

 
(31
)
 
—

Other investing activities, net
 
—

 
—

 
—

 
(1
)
 
—

 
—

 
(1
)
Cash provided by (used in) investing activities
 
—

 
—

 
8

 
(3
)
 
—

 
(31
)
 
(26
)
Financing Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial paper borrowings, net
 
—

 
—

 
(140
)
 
—

 
—

 
—

 
(140
)
Borrowings under revolving credit facility
 
—

 
—

 
—

 
222

 
—

 
—

 
222

Principal repayments of revolving credit facility
 
—

 
—

 
(13
)
 
(166
)
 
—

 
—

 
(179
)
Borrowings from debt, net of discount
 
—

 
—

 
936

 
—

 
—

 
—

 
936

Principal repayments of debt
 
—

 
—

 
(849
)
 
—

 
—

 
—

 
(849
)
Principal repayments of capital lease obligations
 
—

 
—

 
(3
)
 
(19
)
 
—

 
—

 
(22
)
Repurchases of stock
 
(576
)
 
—

 
—

 
—

 
—

 
—

 
(576
)
Distributions to redeemable noncontrolling interests
 
—

 
—

 
—

 
(38
)
 
—

 
—

 
(38
)
Equity-based plan payments, net
 
(9
)
 
—

 
—

 
—

 
—

 
—

 
(9
)
Hedge of borrowings from debt instruments
 
—

 
—

 
(29
)
 
—

 
—

 
—

 
(29
)
Inter-company distributions
 
—

 
—

 
—

 
(31
)
 
—

 
31

 
—

Inter-company contributions and other financing activities, net
 
807

 
(2
)
 
(311
)
 
(509
)
 
—

 
—

 
(15
)
Cash provided by (used in) financing activities
 
222

 
(2
)
 
(409
)
 
(541
)
 
—

 
31

 
(699
)
Effect of exchange rate changes on cash and cash equivalents
 
—

 
—

 
—

 
(32
)
 
—

 
—

 
(32
)
Net change in cash and cash equivalents
 
—

 
—

 
8

 
(113
)
 
—

 
—

 
(105
)
Cash and cash equivalents, beginning of period
 
—

 
—

 
8

 
359

 
—

 
—

 
367

Cash and cash equivalents, end of period
 
$
—

 
$
—

 
$
16

 
$
246

 
$
—

 
$
—

 
$
262


52

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 the 2015 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 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 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: continued consolidation of distribution customers and production studios; a failure to secure affiliate agreements or renewal of such agreements on less favorable terms; 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; 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; disagreements with our distributors or other business partners over contract interpretation; fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets, from events including Brexit; 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; 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; failure to achieve the operating flexibility anticipated by the recently announced cost savings plan; uncertainties associated with product and service development and market acceptance, including the development and provision of programming for new television and telecommunications technologies; future financial performance, including availability, terms, and deployment of capital; the ability of suppliers and vendors to deliver products, equipment, software, and services; our ability to achieve the efficiencies, savings and other benefits anticipated from our cost-reduction initiative; the outcome of any pending or threatened litigation; availability of qualified personnel; the possibility or duration of an industry-wide strike or other job action affecting a major entertainment industry union; 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 due to regulatory changes or changes in our corporate structure; changes in the nature of key strategic relationships with partners, distributors 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; 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 the 2015 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 media company that provides content across multiple distribution platforms, including pay-TV, FTA and broadcast television, websites, digital distribution arrangements and content licensing agreements. Our portfolio of networks includes prominent television brands such as Discovery Channel, our most widely distributed global brand, TLC, Animal Planet, Investigation Discovery ("ID") and Velocity (known as Turbo outside of the U.S.). We also develop and sell curriculum-based education products and services and operate production studios.
Our objectives are to invest in content for our networks to build viewership, optimize distribution revenue, capture advertising sales, and create or reposition branded channels and businesses that can sustain long-term growth and occupy a desired content niche with strong consumer appeal. Our strategy is to maximize 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

53

distribution across new platforms, including brand-aligned websites, web-native networks, on-line streaming, mobile devices, VOD and broadband channels, which provide promotional platforms for our television content and serve as additional outlets for advertising and distribution revenue. 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, telecommunication service providers, and other content distributors, who deliver our content to their customers.
Our content spans genres including survival, exploration, sports, lifestyle, general entertainment, heroes, adventure, crime and investigation, health and kids. We have an extensive library of high-definition content and own rights to much of our content and footage, which enables us to exploit our library to launch brands and services into new markets quickly. Our content 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 on a variety of platforms.
Although the Company utilizes certain brands and content globally, we classify our operations in two reportable segments: U.S. Networks, consisting principally of domestic television networks and websites, and International Networks, consisting primarily of international television networks and websites. The Company also has two combined operating segments referred to as Education and Other, consisting principally of curriculum-based product and service offerings and production studios. Our segment presentation aligns with our management structure and the financial information management uses to make decisions about operating matters, such as the allocation of resources and business performance assessments.
U.S. Networks
U.S. Networks generated revenues of $2,473 million , which represented 51% of our total consolidated revenues, and Adjusted OIBDA of $1,475 million during the nine months ended September 30, 2016 . Our U.S. Networks segment owns and operates ten national television networks, including fully distributed television networks such as Discovery Channel, TLC and Animal Planet. In addition, this segment holds an equity method investment interest in OWN.
U.S. Networks generates revenues from fees charged to distributors of our television networks’ first run content, which include cable, DTH satellite and telecommunication service providers, referred to as affiliate fees; fees from digital distributors for licensed content that was previously distributed on our television networks, referred to as digital distribution revenue; fees from advertising sold on our television networks and websites; fees from providing content to equity method investee networks; and revenue from licensing our brands for consumer products.
Typically, our television networks are aired pursuant to multi-year carriage agreements that provide for the level of carriage that our networks will receive and for annual graduated rate increases. Carriage of our networks depends on package inclusion, such as whether networks are on the more widely distributed, broader packages or lesser-distributed, specialized packages, also referred to as digital tiers. In December 2015, we announced our first authenticated U.S. TV Everywhere product that is available to certain subscribers and connects viewers with live and on-demand access to award-winning shows and series from nine U.S. networks in the Discovery portfolio: Discovery Channel, TLC, Animal Planet, ID, Science Channel, Velocity, Destination America, American Heroes Channel ("AHC") and Discovery Life.
Advertising revenue is based on the price received for available advertising spots and is dependent upon a number of factors including the number of subscribers to our channels, viewership demographics, the popularity of our programming, our ability to sell commercial time over a portfolio of channels and leverage multiple platforms to connect advertisers to target audiences. In the U.S., advertising time is sold in the upfront and scatter markets. In the upfront market, advertisers buy advertising time for upcoming seasons and, by committing to purchase in advance, lock in the advertising rates they will pay for the upcoming year. Many upfront advertising commitments include options whereby advertisers may reduce purchase commitments. In the scatter market, advertisers buy advertising closer to the time when the commercials will be run, which often results in a pricing premium compared to the upfront rates. The mix of upfront and scatter market advertising time sold is based upon the economic conditions at the time that upfront sales take place, impacting the sell-out levels management is willing or able to obtain. The demand in the scatter market then impacts the pricing achieved for our remaining advertising inventory. Scatter market pricing can vary from upfront pricing and can be volatile.
During the nine months ended September 30, 2016 , distribution, advertising and other revenues were 47% , 51% and 2% , respectively, of total revenues for this segment.
U.S. Networks’ largest single cost is content expense, which includes content amortization, content impairments and production costs. U.S. Networks amortizes the cost of capitalized content rights based on the proportion of current estimated revenues relative to the estimated remaining total lifetime revenues, which results in either an accelerated method or a straight-line method of amortization over the estimated useful lives of the content. Amortization rates vary by network. Most of U.S. Networks' content rights are amortized using an accelerated amortization method over four years.
On October 13, 2016 , the Company announced a plan to contribute $100 million and its digital network Seeker and production studio SourceFed in exchange for a 39% minority interest in a new holding company, Group Nine Media. Group Nine

54

Media includes digital companies Thrillist Media Group, Now This Media, and The Dodo. (See Note 2 to the accompanying consolidated financial statements.)
International Networks
International Networks generated revenues of $2,221 million , which represented 46% of our total consolidated revenues, and Adjusted OIBDA of $617 million during the nine months ended September 30, 2016 . Our International Networks segment principally consists of national and pan-regional television networks. This segment generates revenue from operations in virtually every pay-TV market in the world through an infrastructure that includes operational centers in London, Warsaw, Milan, Singapore and Miami. Global brands include Discovery Channel, Animal Planet, TLC, ID, Science Channel and Turbo (known as Velocity in the U.S.), along with brands exclusive to International Networks, including Eurosport, Real Time, DMAX and Discovery Kids. International Networks has a large international distribution platform for its 36 networks, with as many as 14 networks distributed in any particular country or territory across the more than 220 countries and territories around the world. As of September 30, 2016 , International Networks operated over 400 unique distribution feeds in over 40 languages with channel feeds customized according to language needs and advertising sales opportunities. International Networks also has FTA networks in Europe and the Middle East and broadcast networks in the Nordic countries, which we refer to as the Nordics, and continues to pursue further international expansion. FTA networks generate a significant portion of International Network's revenue. The penetration and growth rates of television services vary across the 220 countries and territories depending on the dominance of different television platforms in local markets. While pay-TV services have greater penetration in certain markets, FTA or broadcast television is dominant in others. International Networks pursues distribution across all television platforms based on the specific dynamics of local markets and relevant commercial agreements.
Similar to U.S. Networks, a significant source of revenue for International Networks relates to fees charged to operators who distribute our linear networks. Such operators primarily include cable and DTH satellite service providers. International television markets vary in their stages of development. Some markets, such as the U.K., are more advanced digital television markets, while others remain in the analog environment with varying degrees of investment from operators to expand channel capacity or convert to digital technologies. Common practice in some markets results in long-term contractual distribution relationships, while customers in other markets renew contracts annually. Distribution revenue for our International Networks segment is largely dependent on the number of subscribers that receive our networks or content, the rates negotiated in the distributor agreements, and the market demand for the content that we provide.
The other significant source of revenue for International Networks relates to advertising sold on our television networks, similar to U.S. Networks. Advertising revenue is dependent upon a number of factors, including the development of pay and free-to-air television markets, the number of subscribers to and viewers of our channels, viewership demographics, the popularity of our programming, and our ability to sell commercial time over a portfolio of channels. In certain markets, our advertising sales business operates with in-house sales teams, while we rely on external sales representation services in other markets. In developing television markets, advertising revenue growth results from continued subscriber growth, our localization strategy, and the shift of advertising spending from traditional broadcast networks to channels in the multi-channel environment. In relatively mature markets, such as Northern Europe, growth in advertising revenue comes from increasing advertising pricing and ratings on our existing television networks, and the development of new services.
During the nine months ended September 30, 2016 , distribution, advertising and other revenues were 57% , 41% and 2% , respectively, of total net revenues for this segment. For the nine months ended September 30, 2016 , pay-TV networks generated 48% of International Networks' advertising revenue and FTA or broadcast networks generated 52% of International Networks' advertising revenue.
International Networks’ largest cost is content expense, which we distribute through localized programming disseminated via our 400 unique distribution feeds. While our International Networks segment maximizes the use of programming from U.S. Networks, we also develop local programming that is tailored to individual market preferences and license the rights to air films, television series and sporting events from third parties. International Networks amortizes the cost of capitalized content rights based on the proportion of current estimated revenues relative to the estimated remaining total lifetime revenues, which results in either an accelerated method or a straight-line method over the estimated useful lives of the content of up to five years. Content acquired from U.S. Networks and content developed locally airing on the same network is amortized similarly, as amortization rates vary by network. Approximately half of International Networks' content is amortized using an accelerated amortization method, while the remainder is amortized on a straight-line basis. The costs for multi-year sports programming arrangements are expensed when the event is broadcast based on the estimated relative value of each component of the arrangement.
On June 23, 2016, the United Kingdom ("U.K.") held a referendum in which voters approved an exit from the European Union (“E.U.”), commonly referred to as “Brexit.” The British government announced that it will begin negotiating the terms of the U.K.’s future relationship with the E.U. in the first quarter of 2017. Brexit may have an adverse impact on advertising,

55

subscribers, distributors and employees. We are currently monitoring the situation for potential effects to our distribution and licensing agreements, unusual foreign currency exchange rate fluctuations, and changes to the legal and regulatory landscape.
On December 21, 2012, we acquired a 20% ownership interest in Eurosport France. On March 31, 2015 , we completed our acquisition of an additional 31% equity interest in Eurosport France for €36 million ( $38 million ), giving us a 51% controlling stake in Eurosport France. (See Note 2 to the accompanying consolidated financial statements.) On October 1, 2015 , we acquired the remaining 49% of Eurosport France. (See Note 8 to the accompanying consolidated financial statements.)
On June 30, 2015 , we sold our radio businesses in Northern Europe to Bauer for total consideration, net of cash disposed, of €72 million ( $80 million ), which included €54 million ( $61 million ) in cash and €18 million ( $19 million ) of contingent consideration paid on April 1, 2016 . The cumulative gain on the disposal of the radio business is $1 million . Based on a change in estimate of the fair value of contingent consideration, we recorded a pre-tax gain of $13 million for the nine months ended September 30, 2016 . For the year ended December 31, 2015, we recorded an estimated loss on disposal of $12 million using then available projected results. We determined that the disposal did not meet the definition of a discontinued operation because it does not represent a strategic shift that has a significant impact on our operations and consolidated financial results. (See Note 2 to the accompanying consolidated financial statements.)
On June 24, 2016, we acquired a 27.5% interest in Mega TV, a FTA channel in Chile owned by Bethia Comunicaciones, for $53 million , which we account for using the equity method.
Education and Other
Education and Other generated revenues of $133 million during the nine months ended September 30, 2016 , which represented 3% of our consolidated revenues. Education is comprised of curriculum-based product and service offerings and generates revenues primarily from subscriptions charged to K-12 schools for access to an online suite of curriculum-based VOD tools, professional development services, digital textbooks and, to a lesser extent, student assessments and publication of hardcopy curriculum-based content. Other is comprised of production studios that develop content for our networks and television service providers throughout the world. Our wholly-owned production studios provide services to our U.S. Networks and International Networks segments at cost. The revenues and offsetting expenses associated with these inter-segment production services are not reflected in the results of operations for Education and Other as they have been eliminated within the production studios operating segment. On November 12, 2015 , the Company paid $195 million to acquire 5 million shares, or approximately 3% , of Lionsgate, an entertainment company involved in the production of movies and television which is accounted for as an AFS security. Since purchase, the fair value of the Company's investment has declined to $100 million . During the three months ended September 30, 2016 , the Company determined that the decline in value of our investment in Lionsgate is other-than-temporary in nature and, as such, the cost basis was adjusted to a fair value of the investment as of September 30, 2016 . (See Note 3 to the accompanying consolidated financial statements.)



56

RESULTS OF OPERATIONS
Consolidated Results of Operations
The table below presents our consolidated results of operations (in millions).
 
 
Three Months Ended September 30,
 
 
 
Nine Months Ended September 30,
 
 
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Distribution
 
$
806

 
$
776

 
4
 %
 
$
2,420

 
$
2,309

 
5
 %
Advertising
 
670

 
699

 
(4
)%
 
2,170

 
2,200

 
(1
)%
Other
 
80

 
82

 
(2
)%
 
235

 
239

 
(2
)%
Total revenues
 
1,556

 
1,557

 
—
 %
 
4,825

 
4,748

 
2
 %
Costs of revenues, excluding depreciation and amortization
 
592

 
574

 
3
 %
 
1,787

 
1,703

 
5
 %
Selling, general and administrative
 
419

 
394

 
6
 %
 
1,227

 
1,224

 
—
 %
Depreciation and amortization
 
80

 
80

 
—
 %
 
239

 
243

 
(2
)%
Restructuring and other charges
 
7

 
4

 
75
 %
 
52

 
37

 
41
 %
Gain on disposition
 
—

 
—

 
NM

 
(13
)
 
(3
)
 
NM

Total costs and expenses
 
1,098

 
1,052

 
4
 %
 
3,292

 
3,204

 
3
 %
Operating income
 
458

 
505

 
(9
)%
 
1,533

 
1,544

 
(1
)%
Interest expense
 
(91
)
 
(82
)
 
11
 %
 
(267
)
 
(248
)
 
8
 %
Income (loss) from equity investees, net
 
3

 
(10
)
 
NM

 
(28
)
 
(2
)
 
NM

Other expense, net
 
(49
)
 
—

 
NM

 
(27
)
 
(78
)
 
(65
)%
Income before income taxes
 
321

 
413

 
(22
)%
 
1,211

 
1,216

 
—
 %
Income tax expense
 
(96
)
 
(130
)
 
(26
)%
 
(302
)
 
(394
)
 
(23
)%
Net income
 
225

 
283

 
(20
)%
 
909

 
822

 
11
 %
Net income attributable to noncontrolling interests
 
—

 
—

 
NM

 
(1
)
 
—

 
NM

Net income attributable to redeemable noncontrolling interests
 
(6
)
 
(4
)
 
50
 %
 
(18
)
 
(7
)
 
NM

Net income available to Discovery Communications, Inc.
 
$
219

 
$
279

 
(22
)%
 
$
890

 
$
815

 
9
 %
NM - Not meaningful
Revenues
Distribution revenue includes affiliate fees and digital distribution revenue and is largely dependent on the rates negotiated in our distribution agreements, the number of subscribers that receive our networks or content, and the market demand for the content that we provide. Excluding the impact of foreign currency fluctuations, distribution revenue increased 7% for the three months ended September 30, 2016 . (See "Items Impacting Comparability" below for more information on the impact of foreign currency fluctuations.) Excluding the impact of foreign currency fluctuations and the acquisition of Eurosport France, distribution revenue increased 8% for the nine months ended September 30, 2016 . The increases for the three and nine months ended September 30, 2016 were a result of increases of 7% and 8% , respectively, at our U.S. Networks segment and increases of 8% , at our International Networks segment. U.S. Networks distribution revenue increased primarily due to annual contractual rate increases partially offset by slight declines in subscribers. International Networks' distribution revenue increases were mostly due to increases in rates in Northern Europe and increases in volume and rates in Latin America, and, to a lesser extent, increases in rates in CEEMEA.
Advertising revenue is dependent upon a number of factors, including the stage of development of television markets, the number of subscribers to our channels, viewership demographics, the popularity of our content, our ability to sell commercial time over a group of channels, market demand, the mix of sales of commercial time between the upfront and scatter markets, and economic conditions. These factors impact the pricing and volume of our advertising inventory. Excluding the impact of foreign currency fluctuations, advertising revenue decreased 3% for the three months ended September 30, 2016 . Excluding the impact of foreign currency fluctuations and the disposition of the Company's radio business, advertising revenue increased 3% for the nine months ended September 30, 2016 . The U.S. Networks decreased 3% and increased 3% for the three and nine months ended

57

September 30, 2016 , respectively, and International Networks decreased 2% and increased 3% for the three and nine months ended September 30, 2016 , respectively. U.S. Networks' advertising revenue decreased for the three months ended September 30, 2016 primarily due to ratings declines, partially offset by pricing increases and inventory management in equivalent amounts. U.S. Networks' advertising revenue increased for the nine months ended September 30, 2016 due to pricing increases and inventory management in equivalent amounts. The decrease in International Networks' revenue for the three months ended September 30, 2016 was primarily driven by lower ratings and pricing in Northern Europe. The increase in International Networks' revenue for the nine months ended September 30, 2016 was primarily driven by ratings and volume in Southern Europe, and to a lesser extent, pricing, ratings and volume in CEEMEA, partially offset by lower ratings in Northern Europe.
Excluding the impact of foreign currency fluctuations, other revenue increased 8% for the three and nine months ended September 30, 2016 . Excluding the impact of foreign currency fluctuations and the disposition of the Company's radio business, other revenue increased 4% for the nine months ended September 30, 2016 . The increases for the three and nine months ended September 30, 2016 was due to increases at our U.S. Networks offset by decreases at our International Networks.
Costs of Revenues
Excluding the impact of foreign currency fluctuations, costs of revenues increased 6% for the three months ended September 30, 2016 . Excluding the impact of foreign currency fluctuations, the acquisition of Eurosport France and the disposition of the Company's radio business, costs of revenues increased 8% for the nine months ended September 30, 2016 . The increases were primarily attributable to increased spending for content on our networks, particularly sports rights, and slightly accelerated content amortization rates compared with prior years. Excluding the impact of foreign currency fluctuations and the disposition of the Company's radio business, content amortization was $421 million and $410 million for the three months ended September 30, 2016 and 2015 , respectively. Excluding the impact of foreign currency fluctuations, the disposition of the Company's radio business, and the acquisition on Eurosport France, content amortization was $1,261 million and $1,190 million for the nine months ended September 30, 2016 and 2015 , respectively.
Selling, General and Administrative
Selling, general and administrative expenses consist principally of employee costs, marketing costs, research costs, occupancy and back office support fees. Excluding the impact of foreign currency fluctuations, selling, general and administrative expenses increased 9% for the three months ended September 30, 2016 due to increases in mark-to-market equity-based compensation expense. Excluding the impact of foreign currency fluctuations and the disposition of the Company's radio business, selling, general and administrative expenses increased 4% for the nine months ended September 30, 2016 , due to increases in mark-to-market equity-based compensation expense and marketing expense.
Depreciation and Amortization
Depreciation and amortization expense includes depreciation of fixed assets and amortization of finite-lived intangible assets. Depreciation and amortization remained consistent with the prior periods for the three and nine months ended September 30, 2016 as there have been no significant changes to capital spending and no new significant business combinations.
Restructuring and Other Charges
Restructuring and other charges increased $3 million and $15 million for the three and nine months ended September 30, 2016 , respectively. For the nine months ended September 30, 2016 , the increase was primarily due to personnel related termination costs for voluntary and involuntary severance actions in the second quarter of 2016. (See Note 17 to the accompanying consolidated financial statements.) This increase was partially offset by decreases in content impairments due to the cancellation of certain high profile series due to legal circumstances pertaining to the associated talent.
Gain on Disposition
Gain on disposition increased $10 million for the nine months ended September 30, 2016 as a result of the recognition of the final contingent payment for the sale of the radio business on June 30, 2015 . (See Note 2 to the accompanying consolidated financial statements.)
Interest Expense
Interest expense increased for the three and nine months ended September 30, 2016 primarily due to the March 11, 2016 issuance of the 4.90% senior notes due March 2026. (See Note 6 to the accompanying consolidated financial statements.)

58

Income (loss) from equity investees, net
Income from our equity method investees increased $13 million for the three months ended September 30, 2016 due to improved earnings at various equity method investees, including reduced losses for derivatives that do not receive hedge accounting at All3Media. Losses from our equity method investees increased $26 million for the nine months ended September 30, 2016 due to increased losses for derivatives that do not receive hedge accounting at All3Media and a reduction of income at OWN due to increases in marketing expenses.
Other Expense, net
The table below presents the details of other expense, net (in millions).
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Foreign currency gains (losses), net
 
$
15

 
$
(6
)
 
$
52

 
$
(73
)
(Losses) gains on derivative instruments
 
(1
)
 
8

 
(16
)
 
(3
)
Remeasurement gain on previously held equity interest
 
—

 
—

 
—

 
2

Other-than-temporary impairment of AFS investments
 
(62
)
 
—

 
(62
)
 
—

Other expense, net
 
(1
)
 
(2
)
 
(1
)
 
(4
)
Total other expense, net
 
$
(49
)
 
$
—

 
$
(27
)
 
$
(78
)
Other expense increased $49 million and decreased $51 million for the three and nine months ended September 30, 2016 , respectively. During the three and nine months ended September 30, 2016 , the Company recognized an other-than-temporary impairment in the value of its Lionsgate shares, resulting in the reclassification of $62 million of unrealized losses, previously recorded to other comprehensive loss, to other expense, net. (See Note 3 to the accompanying consolidated financial statements.) In addition, gains in foreign currency revaluation were significantly affected by market changes in the British pound, particularly during the three months ended September 30, 2016 . Consequently, foreign currency gains were recorded for the revaluation of monetary assets and liabilities associated with the international legal entity financing structure compared with revaluation losses in prior periods.
Income Tax Expense
The following table reconciles the Company's effective income tax rate to the U.S. federal statutory income tax rate of 35% .
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
U.S. federal statutory income tax rate
 
35
 %
 
35
 %
 
35
 %
 
35
 %
State and local income taxes, net of federal tax benefit
 
1
 %
 
1
 %
 
(4
)%
 
2
 %
Effect of foreign operations
 
(5
)%
 
—
 %
 
(4
)%
 
—
 %
Domestic production activity deductions
 
(1
)%
 
(1
)%
 
(3
)%
 
(3
)%
Change in uncertain tax positions
 
—
 %
 
(3
)%
 
1
 %
 
(2
)%
Other, net
 
—
 %
 
(1
)%
 
—
 %
 
—
 %
Effective income tax rate
 
30
 %
 
31
 %
 
25
 %
 
32
 %
Income tax expense was $96 million and $302 million , and the effective tax rates were 30% and 25% for the three and nine months ended September 30, 2016 , respectively. Income tax expense was $130 million and $394 million , and the effective income tax rates were 31% and 32% , for the three and nine months ended September 30, 2015 , respectively. For the three months ended September 30, 2016 , the net decrease was primarily attributable to the allocation and taxation of income among multiple foreign and domestic jurisdictions. The decrease was partially offset by 2015 favorable audit resolutions which positively impacted the assessment of uncertain tax positions for the three months ended September 30, 2015 but did not recur in 2016. In addition to these changes, the effective tax rate for the nine months ended September 30, 2016 was further reduced by the resolution of multi-year state tax positions that resulted in a reduction of reserves related to uncertain tax positions. (See Note 11 to the accompanying consolidated financial statements.)

59

Segment Results of Operations
We evaluate the operating performance of our operating segments based on financial measures such as revenues and Adjusted OIBDA. Adjusted OIBDA is defined as operating income excluding: (i) mark-to-market equity-based compensation, (ii) depreciation and amortization, (iii) amortization of deferred launch incentives, (iv) restructuring and other charges, (v) certain impairment charges, (vi) gains and losses on business and asset dispositions, and (vii) certain inter-segment eliminations related to production studios. 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, restructuring and other 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. Additionally, certain corporate expenses and inter-segment eliminations related to production studios are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. 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.
Additional financial information for our reportable segments is set forth in Note 16 to the accompanying consolidated financial statements.
The table below presents the calculation of total Adjusted OIBDA (in millions).
 
 
Three Months Ended September 30,
 
 
 
Nine Months Ended September 30,
 
 
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Networks
 
$
793

 
$
781

 
2
 %
 
$
2,473

 
$
2,344

 
6
 %
International Networks
 
720

 
740

 
(3
)%
 
2,221

 
2,276

 
(2
)%
Education and Other
 
43

 
36

 
19
 %
 
133

 
130

 
2
 %
Corporate and inter-segment eliminations
 
—

 
—

 
—
 %
 
(2
)
 
(2
)
 
—
 %
Total revenue
 
1,556

 
1,557

 
—
 %
 
4,825

 
4,748

 
2
 %
Costs of revenues, excluding depreciation and amortization
 
(592
)
 
(574
)
 
3
 %
 
(1,787
)
 
(1,703
)
 
5
 %
Selling, general and administrative (a)
 
(405
)
 
(411
)
 
(1
)%
 
(1,203
)
 
(1,233
)
 
(2
)%
Add: Amortization of deferred launch incentives (b)
 
3

 
4

 
(25
)%
 
10

 
12

 
(17
)%
Adjusted OIBDA
 
$
562

 
$
576

 
(2
)%
 
$
1,845

 
$
1,824

 
1
 %
 
 
 
 
 
(a) Selling, general and administrative expenses exclude mark-to-market equity-based compensation.
(b) Amortization of deferred launch incentives is included as a reduction of distribution revenue for reporting in accordance with GAAP, but is excluded from Adjusted OIBDA.


60

The table below presents our Adjusted OIBDA by segment, with a reconciliation of total Adjusted OIBDA to Net Income available to Discovery Communications, Inc. (in millions).
 
 
Three Months Ended September 30,
 
 
 
Nine Months Ended September 30,
 
 
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Adjusted OIBDA:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Networks
 
$
458

 
$
443

 
3
 %
 
$
1,475

 
$
1,364

 
8
 %
International Networks
 
183

 
218

 
(16
)%
 
617

 
699

 
(12
)%
Education and Other
 
(1
)
 
(5
)
 
80
 %
 
(5
)
 
(2
)
 
NM

Corporate and inter-segment eliminations
 
(78
)
 
(80
)
 
3
 %
 
(242
)
 
(237
)
 
(2
)%
Total Adjusted OIBDA
 
562

 
576

 
(2
)%
 
1,845

 
1,824

 
1
 %
Amortization of deferred launch incentives
 
(3
)
 
(4
)
 
(25
)%
 
(10
)
 
(12
)
 
(17
)%
Mark-to-market equity-based compensation
 
(14
)
 
17

 
NM

 
(24
)
 
9

 
NM

Depreciation and amortization
 
(80
)
 
(80
)
 
—
 %
 
(239
)
 
(243
)
 
(2
)%
Restructuring and other charges
 
(7
)
 
(4
)
 
75
 %
 
(52
)
 
(37
)
 
41
 %
Gain on disposition
 
—

 
—

 
NM

 
13

 
3

 
333
 %
Operating income
 
458

 
505

 
(9
)%
 
1,533

 
1,544

 
(1
)%
Interest expense
 
(91
)
 
(82
)
 
11
 %
 
(267
)
 
(248
)
 
8
 %
Income (loss) from equity investees, net
 
3

 
(10
)
 
NM

 
(28
)
 
(2
)
 
NM

Other expense, net
 
(49
)
 
—

 
NM

 
(27
)
 
(78
)
 
(65
)%
Income tax expense
 
(96
)
 
(130
)
 
(26
)%
 
(302
)
 
(394
)
 
(23
)%
Net income attributable to noncontrolling interests
 
—

 
—

 
NM

 
(1
)
 
—

 
NM

Net income attributable to redeemable noncontrolling interests
 
(6
)
 
(4
)
 
50
 %
 
(18
)
 
(7
)
 
157
 %
Net income available to Discovery Communications, Inc.
 
$
219

 
$
279

 
(22
)%
 
$
890

 
$
815

 
9
 %
U.S. Networks
The table below presents, for our U.S. Networks operating segment, revenues by type, certain operating expenses, certain contra revenue amounts, Adjusted OIBDA and a reconciliation of Adjusted OIBDA to operating income (in millions).
 
 
Three Months Ended September 30,
 
 
 
Nine Months Ended September 30,
 
 
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Distribution
 
$
381

 
$
357

 
7
 %
 
$
1,157

 
$
1,076

 
8
 %
Advertising
 
396

 
410

 
(3
)%
 
1,269

 
1,232

 
3
 %
Other
 
16

 
14

 
14
 %
 
47

 
36

 
31
 %
Total revenues
 
793

 
781

 
2
 %
 
2,473

 
2,344

 
6
 %
Costs of revenues, excluding depreciation and amortization
 
(214
)
 
(218
)
 
(2
)%
 
(652
)
 
(633
)
 
3
 %
Selling, general and administrative
 
(121
)
 
(120
)
 
1
 %
 
(346
)
 
(347
)
 
—
 %
Adjusted OIBDA
 
458

 
443

 
3
 %
 
1,475

 
1,364

 
8
 %
Depreciation and amortization
 
(7
)
 
(7
)
 
—
 %
 
(19
)
 
(23
)
 
(17
)%
Restructuring and other charges
 
(2
)
 
—

 
NM

 
(10
)
 
(22
)
 
(55
)%
Inter-segment eliminations
 
(4
)
 
(3
)
 
33
 %
 
(9
)
 
(5
)
 
80
 %
Operating income
 
$
445

 
$
433

 
3
 %
 
$
1,437

 
$
1,314

 
9
 %

61

Revenues
Distribution revenue for the three and nine months ended September 30, 2016 increased 7% and 8% , respectively, primarily due to annual contractual rate increases partially offset by slight declines in subscribers.
Advertising revenue for the three months ended September 30, 2016 decreased 3% , primarily due to ratings declines, partially offset by pricing increases and inventory management in equivalent amounts. Advertising revenue for the nine months ended September 30, 2016 increased 3% , due to pricing increases and inventory management in equivalent amounts, partially offset by a decline in ratings.
Other revenue for the three and nine months ended September 30, 2016 increased 14% and 31% , respectively, primarily due to increases in services provided to equity method investees, and to a lesser extent, due to increases in content royalties.
Costs of Revenues
Costs of revenues for the three months ended September 30, 2016 decreased 2% , primarily due to a reduction in content amortization. Cost of revenues for the nine months ended September 30, 2016 increased 3% , primarily due to increased spending for content on our networks. Content amortization was $177 million and $182 million for the three months ended September 30, 2016 and 2015 , respectively and $539 million and $525 million for the nine months ended September 30, 2016 and 2015 , respectively.
Selling, General and Administrative
Selling, general and administrative expenses increased 1% and remained consistent for the three and nine months ended September 30, 2016 respectively, as increased spending on marketing was offset by decreases in personnel costs.
Adjusted OIBDA
Adjusted OIBDA for the three months ended September 30, 2016 increased 3% , primarily due to increases in distribution revenue and decreases in content amortization, partially offset by decreases in advertising revenue and increases in marketing expense. Adjusted OIBDA for the nine months ended September 30, 2016 increased 8% , primarily due to increases in distribution and advertising revenue partially offset by increases in content amortization.
International Networks
The following table presents, for our International Networks operating 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 September 30,
 
 
 
Nine Months Ended September 30,
 
 
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Distribution
 
$
425

 
$
419

 
1
 %
 
$
1,263

 
$
1,233

 
2
 %
Advertising
 
273

 
289

 
(6
)%
 
900

 
968

 
(7
)%
Other
 
22

 
32

 
(31
)%
 
58

 
75

 
(23
)%
Total revenues
 
720

 
740

 
(3
)%
 
2,221

 
2,276

 
(2
)%
Costs of revenues, excluding depreciation and amortization
 
(360
)
 
(341
)
 
6
 %
 
(1,076
)
 
(1,012
)
 
6
 %
Selling, general and administrative
 
(180
)
 
(185
)
 
(3
)%
 
(538
)
 
(577
)
 
(7
)%
Add: Amortization of deferred launch incentives
 
3

 
4

 
(25
)%
 
10

 
12

 
(17
)%
Adjusted OIBDA
 
183

 
218

 
(16
)%
 
617

 
699

 
(12
)%
Amortization of deferred launch incentives
 
(3
)
 
(4
)
 
(25
)%
 
(10
)
 
(12
)
 
(17
)%
Depreciation and amortization
 
(55
)
 
(56
)
 
(2
)%
 
(165
)
 
(172
)
 
(4
)%
Restructuring and other charges
 
(5
)
 
(3
)
 
67
 %
 
(25
)
 
(13
)
 
92
 %
Gain on disposition
 
—

 
—

 
NM

 
13

 
3

 
NM

Inter-segment eliminations
 
—

 
—

 
NM

 
(2
)
 
(2
)
 
—
 %
Operating income
 
$
120

 
$
155

 
(23
)%
 
$
428

 
$
503

 
(15
)%

62

Revenues
Excluding the impact of foreign currency fluctuations, distribution revenue increased 8% for the three months ended September 30, 2016 . Excluding the impact of foreign currency fluctuations and the acquisition of Eurosport France, distribution revenue increased 8% for the nine months ended September 30, 2016 . These increases for the three and nine months ended September 30, 2016 were mostly due to increases in rates in Northern Europe and increases in volume and rates in Latin America, and to a lesser extent, increases in rates in CEEMEA. Such growth is consistent with the continued development of the pay-TV markets in Latin America and the value negotiated in new arrangements following investment in sports content in markets in Europe.
Excluding the impact of foreign currency fluctuations, advertising revenue decreased 2% for the three months ended September 30, 2016 . The decrease for the three months ended September 30, 2016 was primarily driven by lower ratings and pricing in Northern Europe. Excluding the impact of foreign currency fluctuations and the disposition of the Company's radio business, advertising revenue increased 3% for the nine months ended September 30, 2016 . The increase for the nine months ended September 30, 2016 was primarily driven by ratings and volume in Southern Europe, and, to a lesser extent, pricing, ratings and volume in CEEMEA, partially offset by lower ratings in Northern Europe.
Excluding the impact of foreign currency fluctuations, other revenue decreased 24% for the three months ended September 30, 2016 . Excluding the impact of foreign currency fluctuations and the disposition of the Company's radio business, other revenue decreased 18% for the nine months ended September 30, 2016 . The decrease for the three and nine months ended September 30, 2016 was due to the absence of sublicensing fees for Eurosport France, which have been eliminated since the Company began to consolidate Eurosport France on March 31, 2015. The decrease for the three months ended September 30, 2016 was further impacted by a reduction in license fees for certain sports rights.
Costs of Revenues
Excluding the impact of foreign currency fluctuations, costs of revenues increased 9% for the three months ended September 30, 2016 . Excluding the impact of foreign currency fluctuations, the acquisition of Eurosport France and the disposition of the Company's radio business, costs of revenues increased 11% for the nine months ended September 30, 2016 . These increases were mostly attributable to increased spending on content, particularly sports rights and associated production costs, on our networks and slightly accelerated content amortization rates compared with prior year. Excluding the impact of foreign currency fluctuations, content amortization was $241 million and $226 million for the three months ended September 30, 2016 and 2015 , respectively. Excluding the impact of foreign currency fluctuations and the acquisition of Eurosport France, content amortization was $714 million and $659 million for the nine months ended September 30, 2016 and 2015 , respectively.
Selling, General and Administrative
Excluding the impact of foreign currency fluctuations, selling, general and administrative expenses remained consistent for the three months ended September 30, 2016 compared with the prior year. Excluding the impact of foreign currency fluctuations and the disposition of the Company's radio business, selling, general and administrative expenses remained consistent for the nine months ended September 30, 2016 compared with the prior year. The components of selling, general and administrative expenses included increases in personnel expenses offset by decreases in integration and support costs.
Adjusted OIBDA
Excluding the impact of foreign currency fluctuations, Adjusted OIBDA decreased 9% for the three months ended September 30, 2016 . Excluding the impact of foreign currency fluctuations and the disposition of the Company's radio business, Adjusted OIBDA decreased 1% for the nine months ended September 30, 2016 , respectively. The decreases were primarily due to higher content expense partially offset by increases in distribution revenue.

63

Education and Other
The following table presents, for our Education and Other segments revenues, certain operating expenses, Adjusted OIBDA and a reconciliation of Adjusted OIBDA to operating income (in millions).
 
 
Three Months Ended September 30,
 
 
 
Nine Months Ended September 30,
 
 
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Revenues
 
$
43

 
$
36

 
19
 %
 
$
133

 
$
130

 
2
%
Costs of revenues, excluding depreciation and amortization
 
(19
)
 
(16
)
 
19
 %
 
(60
)
 
(58
)
 
3
%
Selling, general and administrative
 
(25
)
 
(25
)
 
—
 %
 
(78
)
 
(74
)
 
5
%
Adjusted OIBDA
 
(1
)
 
(5
)
 
80
 %
 
(5
)
 
(2
)
 
NM

Depreciation and amortization
 
(3
)
 
(2
)
 
50
 %
 
(6
)
 
(5
)
 
20
%
Restructuring and other charges
 
—

 
(2
)
 
(100
)%
 
(3
)
 
(2
)
 
50
%
Inter-segment eliminations
 
4

 
3

 
33
 %
 
11

 
7

 
57
%
Operating income
 
$
—

 
$
(6
)
 
(100
)%
 
$
(3
)
 
$
(2
)
 
50
%
Adjusted OIBDA for the three and nine months ended September 30, 2016 increased $4 million and decreased $3 million , respectively. The increase for the three months ended September 30, 2016 was primarily due to higher production deliveries at the studios business and the decrease for the nine months ended September 30, 2016 was primarily due to additional operational investments in Education's digital textbooks, which more than offset improvements in operating expenses at the Studios business.
Corporate and Inter-segment Eliminations
The following table presents our unallocated corporate amounts including certain operating expenses, Adjusted OIBDA and a reconciliation of Adjusted OIBDA to operating loss (in millions).
 
 
Three Months Ended September 30,
 
 
 
Nine Months Ended September 30,
 
 
 
 
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Revenues
 
$
—

 
$
—

 
NM

 
$
(2
)
 
$
(2
)
 
—
 %
Costs of revenues, excluding depreciation and amortization
 
1

 
1

 
—
 %
 
1

 
—

 
NM

Selling, general and administrative
 
(79
)
 
(81
)
 
(2
)%
 
(241
)
 
(235
)
 
3
 %
Adjusted OIBDA
 
(78
)
 
(80
)
 
3
 %
 
(242
)
 
(237
)
 
(2
)%
Mark-to-market equity-based compensation
 
(14
)
 
17

 
NM

 
(24
)
 
9

 
NM

Depreciation and amortization
 
(15
)
 
(15
)
 
—
 %
 
(49
)
 
(43
)
 
14
 %
Restructuring and other charges
 
—

 
1

 
(100
)%
 
(14
)
 
—

 
NM

Operating loss
 
$
(107
)
 
$
(77
)
 
39
 %
 
$
(329
)
 
$
(271
)
 
21
 %
Corporate operations primarily consist of executive management, administrative support services and substantially all of our equity-based compensation.
Adjusted OIBDA was consistent period over period. Adjusted OIBDA increased 3% and decreased 2% for the three and nine months ended September 30, 2016 respectively.
The increase in mark-to-market equity-based compensation expense for the three and nine months ended September 30, 2016 was primarily attributable to an increase in Discovery's stock price for the three and nine months ended September 30, 2016 compared with an decrease in stock price during the three and nine months ended September 30, 2015 . Changes in stock price are a key driver of fair value estimates used in the attribution of expense for SARs, PRSUs and unit awards. By contrast, stock options and RSUs are fair valued at grant date and amortized over their vesting period without mark-to-market adjustments. The expense associated with these equity awards are included in Adjusted OIBDA as a component of selling general and administrative expense.

64

Items Impacting Comparability
The impact of exchange rates on our business is an important factor in understanding period to period comparisons of our results. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S dollar strengthens relative to other foreign currencies. We believe the presentation of results on a constant currency basis (ex-FX), in addition to results reported in accordance with GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with GAAP.
The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate, a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process, (the “2016 Baseline Rate”) and the prior year amounts translated at the same 2016 Baseline Rate. In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities as well as realized and unrealized foreign currency transaction gains and losses. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies.
The impact of foreign currency on the comparability of our consolidated results is as follows (dollar amounts in millions):
 
 
Three Months Ended September 30,
 
 
2016
 
2015
 
% Change
(Reported)
 
% Change
(ex-FX)
Revenues:
 
 
 
 
 
 
 
 
Distribution
 
$
806

 
$
776

 
4
 %
 
7
 %
Advertising
 
670

 
699

 
(4
)%
 
(3
)%
Other
 
80

 
82

 
(2
)%
 
8
 %
Total revenues
 
1,556

 
1,557

 
—
 %
 
3
 %
Costs of revenue, excluding depreciation and amortization
 
592

 
574

 
3
 %
 
6
 %
Selling, general and administrative expense
 
419

 
394

 
6
 %
 
9
 %
Adjusted OIBDA
 
562

 
576

 
(2
)%
 
1
 %

 
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
% Change
(Reported)
 
% Change
(ex-FX)
Revenues:
 
 
 
 
 
 
 
 
Distribution
 
$
2,420

 
$
2,309

 
5
 %
 
9
%
Advertising
 
2,170

 
2,200

 
(1
)%
 
—
%
Other
 
235

 
239

 
(2
)%
 
2
%
Total revenues
 
4,825

 
4,748

 
2
 %
 
4
%
Costs of revenue, excluding depreciation and amortization
 
1,787

 
1,703

 
5
 %
 
7
%
Selling, general and administrative expense
 
1,227

 
1,224

 
—
 %
 
2
%
Adjusted OIBDA
 
1,845

 
1,824

 
1
 %
 
5
%


65

The impact of foreign currency on the comparability of our financial results for International Networks for the three and nine months ended September 30, 2016 is as follows (dollar amounts in millions):
 
 
Three Months Ended September 30,
 
 
2016
 
2015
 
% Change
(Reported)
 
% Change
(ex-FX)
Revenues:
 
 
 
 
 
 
 
 
Distribution
 
$
425

 
$
419

 
1
 %
 
8
 %
Advertising
 
273

 
289

 
(6
)%
 
(2
)%
Other
 
22

 
32

 
(31
)%
 
(24
)%
Total revenues
 
720

 
740

 
(3
)%
 
2
 %
Costs of revenue, excluding depreciation and amortization
 
360

 
341

 
6
 %
 
9
 %
Selling, general and administrative expenses
 
180

 
185

 
(3
)%
 
1
 %
Adjusted OIBDA
 
183

 
218

 
(16
)%
 
(9
)%

 
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
% Change
(Reported)
 
% Change
(ex-FX)
Revenues:
 
 
 
 
 
 
 
 
Distribution
 
$
1,263

 
$
1,233

 
2
 %
 
10
 %
Advertising
 
900

 
968

 
(7
)%
 
(4
)%
Other
 
58

 
75

 
(23
)%
 
(22
)%
Total revenues
 
2,221

 
2,276

 
(2
)%
 
3
 %
Costs of revenue, excluding depreciation and amortization
 
1,076

 
1,012

 
6
 %
 
9
 %
Selling, general and administrative expenses
 
538

 
577

 
(7
)%
 
(3
)%
Adjusted OIBDA
 
617

 
699

 
(12
)%
 
(2
)%

FINANCIAL CONDITION
Liquidity
Sources of Cash
Historically, we have generated a significant amount of cash from operations. During the nine months ended September 30, 2016 , we have funded our working capital needs primarily through cash flows from operations. As of September 30, 2016 , we had $224 million of cash and cash equivalents on hand. We maintain an effective Registration Statement on Form S-3 that allows us to conduct registered offerings of securities, including debt securities, common stock and preferred stock. Access to sufficient capital from the public market is not assured.
•
Debt
Senior Notes
On March 11, 2016 , DCL, a wholly-owned subsidiary of the Company, issued $ 500 million principal amount of 4.90% senior notes due March 11, 2026 . All of DCL's outstanding senior notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Discovery and contain certain covenants, events of default and other customary provisions.
Revolving Credit Facility
We have access to a $2.0 billion revolving credit facility. Borrowing capacity under this agreement is reduced by the outstanding borrowings under our commercial paper program. As of September 30, 2016 , the Company had outstanding borrowings under the revolving credit facility of $545 million at a weighted average interest rate of 1.94% . Borrowings under the revolving credit facility bear interest at rates that vary based on DCL’s periodic debt ratings. The revolving credit facility agreement provides for a maturity date of February 4, 2021 and the option for up to two additional 364-day

66

renewal periods. All obligations of DCL and the other borrowers under the revolving credit facility are unsecured and are fully and unconditionally guaranteed by Discovery. Borrowings may be used for general corporate purposes.
The credit agreement governing the revolving credit facility (the “Credit Agreement”) contains customary representations, warranties and events of default, as well as affirmative and negative covenants, including limitations on liens, investments, indebtedness, dispositions, affiliate transactions, dividends and restricted payments. DCL, its subsidiaries and Discovery are also subject to a limitation on mergers, liquidation and disposals of all or substantially all of their assets. The Credit Agreement also requires DCL to maintain a consolidated interest coverage ratio (as defined in the Credit Agreement) of no less than 3:00 to 1:00 and a consolidated leverage ratio (as defined in the Credit Agreement) of no more than 4:50 to 1:00. As of September 30, 2016 , Discovery, DCL and the other borrowers were in compliance with all covenants and there were no events of default under the Credit Agreement.
Commercial Paper
Under our commercial paper program and subject to market conditions, DCL may issue unsecured commercial paper notes from time to time up to an aggregate principal amount outstanding at any given time of $1.0 billion . The maturities of these notes vary but may not exceed 397 days. The notes may be issued at a discount or at par, and interest rates vary based on market conditions and the credit ratings assigned to the notes at the time of issuance. As of September 30, 2016 , we had $70 million of commercial paper borrowings outstanding with a weighted average interest rate of approximately .90% and maturities of less than 90 days.
We repay our senior notes, revolving credit facility and commercial paper as required, and accordingly these sources of cash also require use of our cash.
•
Notes Receivable
We have an outstanding note receivable from OWN, our equity method investee, which totals $326 million including interest. During the nine months ended September 30, 2016 , the Company received net repayments on the note receivable of $71 million . 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.
Uses of Cash
Our primary uses of cash include the creation and acquisition of new content, business acquisitions, repurchases of our capital stock, income taxes, personnel costs, principal and interest on our outstanding senior notes, and funding for various equity method and other investments.
•
Content Acquisition
We plan to continue to invest significantly in the creation and acquisition of new content. Additional information regarding contractual commitments to acquire content is set forth in “Commitments and Off-Balance Sheet Arrangements” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2015 Form 10-K.
•
Common Stock Repurchase Program
Under the stock repurchase program, management is authorized to purchase shares of the Company's common stock from time to time through open market purchases or privately negotiated transactions at prevailing market prices or pursuant to one or more accelerated stock repurchase or other derivative arrangements as permitted by securities laws and other legal requirements and subject to stock price, business and market conditions and other factors. As of September 30, 2016 , the Company had repurchased 3 million and 144 million shares of our Series A and Series C common stock over the life of the program for the aggregate purchase price of $171 million and $6.0 billion , respectively. Over the life of the program, authorization under the stock repurchase program has totaled $7.5 billion . As of September 30, 2016 , the Company had remaining authorization of $1.3 billion for future repurchases under the existing stock repurchase program, which will expire on October 8, 2017 . We have been funding our stock repurchases through a combination of cash on hand, cash generated by operations and the issuance of debt. In the future we may also choose to fund our stock repurchase program through borrowings under our revolving credit facility and future financing transactions.
•
Preferred Stock Conversion and Repurchase
We have an agreement with Advance/Newhouse to repurchase, on a quarterly basis, a number of shares of Series C convertible preferred stock convertible into 3/7 of the number of shares of Series C common stock purchased under the Company’s stock repurchase program during the then most recently completed fiscal quarter. The price paid per share is calculated as 99% of the average price paid for the Series C common shares repurchased by the Company during the applicable fiscal quarter multiplied by the Series C conversion rate. The Advance/Newhouse repurchases are made outside of the Company’s publicly announced stock repurchase program. During the nine months ended September 30, 2016 , we converted and retired 6.9

67

million shares of our Series C convertible preferred stock under the preferred stock conversion and repurchase arrangement for an aggregate purchase price of $371 million . The Company expects to convert and retire 2.2 million shares of its Series C convertible preferred shares under the preferred stock conversion and repurchase arrangement for an aggregate purchase price of $108 million on or about November 3, 2016 . (See Note 9 to the accompanying consolidated financial statements.)
•
Prepayment for Repurchase of Common Stock
We entered into a prepaid common stock repurchase contract for the Company's Series C common stock that will settle during the quarter ended December 31, 2016. We made an up-front cash-payment of $71 million for the right to receive 3 million shares of our Series C common stock or $75 million in cash or shares at the expiration of the agreement. (See Note 9 to the accompanying consolidated financial statements.)
•
Income Taxes and Interest
We expect to continue to make payments for income taxes and interest on our outstanding senior notes. During the nine months ended September 30, 2016 , we made cash payments of $427 million and $207 million for income taxes and interest on our outstanding debt, respectively.
•
Business Combinations and Investments
Our uses of cash have included business combinations. (See Note 2 to the accompanying consolidated financial statements.) Due to business combinations, we also have redeemable equity balances of $247 million , which may require the use of cash in the event holders of noncontrolling interests put their interests to the Company.
On October 13, 2016 , the Company announced a plan to contribute $100 million and its digital network Seeker and production studio SourceFed in exchange for a 39% minority interest in a new holding company, Group Nine Media. Group Nine Media includes digital companies Thrillist Media Group, Now This Media, and The Dodo.
We have interests in various equity method investees and provide funding to those equity method investees from time to time. We also have interests in AFS securities and cost method investments. (See Note 3 to the accompanying consolidated financial statements.)
•
Restructuring and Other
As announced on May 4, 2016, we committed to a cost-savings plan that encompasses a series of actions intended to enable us to more efficiently operate a leaner cost structure and invest in growth initiatives, including digital media and content creation. The cost-savings plan includes significant personnel restructuring (see Note 17). The Company expects to take additional actions to reduce its non-personnel costs and is continuing to evaluate its overall expense base.
•
Equity-Based Compensation
We expect to continue to make payments for vested cash-settled equity awards. Actual amounts expensed and payable for cash-settled awards are dependent on future fair value calculations which are primarily affected by changes in our stock price or changes in the number of awards outstanding. During the nine months ended September 30, 2016 , we paid $5 million for cash-settled equity awards. As of September 30, 2016 , liabilities totaled $72 million for outstanding liability-classified equity-based compensation awards, of which $27 million was classified as current. (See Note 10 to the accompanying consolidated financial statements.)
Cash Flows
The following table presents changes in cash and cash equivalents (in millions).
 
 
Nine Months Ended September 30,
 
 
2016
 
2015
Cash and cash equivalents, beginning of period
 
$
390

 
$
367

Cash provided by operating activities
 
827

 
652

Cash used in investing activities
 
(54
)
 
(26
)
Cash used in financing activities
 
(968
)
 
(699
)
Effect of exchange rate changes on cash and cash equivalents
 
29

 
(32
)
Net change in cash and cash equivalents
 
(166
)
 
(105
)
Cash and cash equivalents, end of period
 
$
224

 
$
262


68

Operating Activities
Cash provided by operating activities increased $175 million for the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015 . Decreases in cash paid for taxes and decreases in receivables were partially offset by increases in content spending, particularly for sports rights, of $78 million .
Investing Activities
Cash flows used in investing activities increased $28 million for the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015 . The increase was attributable to a decrease in proceeds from disposition of businesses of $42 million and an increase in investments in equity method investees of $41 million . These changes were partially offset by a decrease in cash paid for business combinations, net of cash acquired of $24 million , and a decrease in payments for derivative instruments, net of $11 million .
Financing Activities
Cash flows used in financing activities increased $269 million for the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015 . The increase was primarily attributable to an increase in repurchases of stock of $548 million and a prepayment of $71 million in connection with a common stock repurchase contract during the three months ended September 30, 2016 . These increases were partially offset by increases in borrowings of $258 million , which is comprised of increased borrowings of senior notes, net of repayments, of $411 million and decreases in commercial paper repayments of $117 million offset by increases in repayments on the revolver loans, net of repayments, of $270 million .

Capital Resource s
As of September 30, 2016 , capital resources were comprised of the following (in millions).
 
 
September 30, 2016
 
 
Total
Capacity
 
Outstanding
Letters of
Credit
 
Outstanding
Indebtedness
 
Unused
Capacity
Cash and cash equivalents
 
$
224

 
$
—

 
$
—

 
$
224

Revolving credit facility (a)
 
2,000

 
1

 
615

 
1,384

Senior notes (b)
 
7,308

 
—

 
7,308

 
—

Total
 
$
9,532

 
$
1

 
$
7,923

 
$
1,608

 
 
 
 
 

(a) Outstanding commercial paper borrowings of $70 million as of September 30, 2016 are supported by unused committed capacity under the revolving credit facility and reduce unused capacity. There were $545 million in borrowings under the revolving credit facility outstanding as of September 30, 2016 .
(b) Interest on the senior notes is paid annually or semi-annually. Our senior notes outstanding as of September 30, 2016 had interest rates that ranged from 1.90% to 6.35% and will mature between 2019 and 2043.
We expect that our cash balance, cash generated from operations and availability under our revolving credit agreement will be sufficient to fund our cash needs for the next twelve months. Our borrowing costs and access to capital markets can be affected by short and long-term debt ratings assigned by independent rating agencies which are based, in part, on our performance as measured by credit metrics such as interest coverage and leverage ratios.
As of September 30, 2016 , we held $86 million of our $224 million of cash and cash equivalents in our foreign subsidiaries. We intend to permanently reinvest these funds outside of the U.S. Our current plans do not demonstrate a need to repatriate them to the U.S. However, if these funds are needed in the U.S., we would be required to accrue and pay U.S. taxes to repatriate them. The determination of the amount of unrecognized U.S. deferred income tax liability with respect to these undistributed foreign earnings is not practicable.
COMMITMENTS AND OFF-BALANCE SHEET ARRANGEMENTS
In the normal course of business, we enter into commitments for the purchase of goods or services that require us to make payments or provide funding in the event certain circumstances occur. (See Note 15 to the accompanying consolidated financial statements.)

69

RELATED PARTY TRANSACTIONS
In the ordinary course of business, we enter into transactions with related parties, primarily Liberty Global, Liberty Broadband, our equity method investees and minority partners of our consolidated subsidiaries. (See Note 14 to the accompanying consolidated financial statements.)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our critical accounting policies and estimates have not changed since December 31, 2015 . For a discussion of each of our critical accounting policies listed below, including information and analysis of estimates and assumptions involved in their application, and other significant accounting policies, see Note 2 to the consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” in the 2015 Form 10-K:
• Revenue recognition;
• Goodwill and intangible assets;
• Income taxes;
• Content rights;
• Equity-based compensation; and
• Equity method investments.
NEW ACCOUNTING AND REPORTING PRONOUNCEMENTS
We adopted accounting and reporting standards during the nine months ended September 30, 2016 . (See Note 1 to the accompanying consolidated financial statements.)
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosures about our existing market risk are set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the 2015 Form 10-K. Our exposures to market risk have not changed materially since December 31, 2015 .
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 September 30, 2016 . The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Securities 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 September 30, 2016 , our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
During the three months ended September 30, 2016 , 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.



70

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
Disclosure about our existing risk factors is set forth in Item 1A, “Risk Factors,” in the 2015 Form 10-K. Our risk factors have not changed materially since December 31, 2015 , except for the following:
As a company that has operations in the United Kingdom, the vote by the United Kingdom to leave the European Union (the "E.U.") could have an adverse impact on our business, results of operations and financial position.
On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the E.U., commonly referred to as “Brexit.” As a result of the referendum, it is expected that the British government will begin negotiating the terms of the U.K.’s future relationship with the E.U. The effects of Brexit will depend on any agreements the U.K. makes to retain access to the E.U. markets either during a transitional period or more permanently. The measures could potentially disrupt the markets we serve and may cause us to lose subscribers, distributors and employees. If the U.K. loses access to the single E.U. market and the global trade deals negotiated by the E.U., it could have a detrimental impact on our U.K. growth. Such a decline could also make our doing business in Europe more difficult, which could delay and reduce the scope our distribution and licensing agreements. Without access to the single E.U. market, it may be more challenging and costly to obtain intellectual property rights for our content within the U.K. or distribute our services in Europe. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace and replicate. If there are changes to U.K. immigration policy as a result of Brexit, this could affect our employees and their ability to move freely between the E.U. member states for work related matters.
The announcement of Brexit has caused significant volatility in global stock markets and currency exchange rate fluctuations. With the expansion of our international operations, our exposure to exchange rate fluctuation has increased. This increase in exposure could have an adverse effect on our results of operations and net asset balances, as there can be no assurance that the downward trend of the British pound and the Euro will rebound. Brexit may also create global uncertainty, which may cause a decrease in consumer discretionary spending. These decreases in consumer discretionary spending may affect cable television and other video service subscriptions where our networks are distributed. This could lead to a decrease in the number of subscribers receiving our programming, which could in turn have a negative impact on our viewing subscribers and affiliation fee revenues. A decrease in our viewing subscribers would have a negative impact on the number of viewers watching our programming, possibly impacting the rates we are able to charge for advertising. Any of the foregoing factors may adversely affect our business, results of operations or financial position.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information about our repurchases of common stock that were made through open market transactions during the three months ended September 30, 2016 .
Period
 
Total  Number
of Series C Shares
Purchased
 
Average
Price
Paid per
Share: Series C  (a)
 
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (b)(c)
 
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans or Programs (a)(b )
July 1, 2016 - July 31, 2016
 
7,972,132

 
$
24.40

 
7,972,132

 
$
1,346,932,865

August 1, 2016 - August 30, 2016
 
2,403,100

 
$
24.68

 
2,403,100

 
$
1,287,614,063

September 1, 2016 - September 30, 2016
 
—

 
$
—

 
—

 
$
1,287,614,063

Total
 
10,375,232

 
$
24.47

 
10,375,232

 
$
1,287,614,063


 
 
 
 
 
(a) The amounts do not give effect to any fees, commissions or other costs associated with repurchases of shares.
(b) Under the stock repurchase program, management is authorized to purchase shares of the Company's common stock from time to time through open market purchases or privately negotiated transactions at prevailing prices or pursuant to one or more accelerated stock repurchase agreements or other derivative arrangements as permitted by securities laws and other legal requirements, and subject to stock price, business and market conditions and other factors. As of September 30, 2016 , the total amount authorized under the stock repurchase program was $7.5

71

billion , and we had remaining authorization of $1.3 billion for future repurchases under our common stock repurchase program, which will expire on October 8, 2017 . We have been funding and expect to continue to fund stock repurchases through a combination of cash on hand and cash generated by operations. In the future, we may also choose to fund our stock repurchase program under our revolving credit facility or future financing transactions. There were no repurchases of our Series A and B common stock during the three months ended September 30, 2016 . The Company first announced its stock repurchase program on August 3, 2010.
(c) We entered into an agreement with Advance/Newhouse to repurchase, on a quarterly basis, a number of shares of Series C convertible preferred stock convertible into a number of shares of Series C common stock equal to 3/7 of all shares of Series C common stock purchased under our stock repurchase program during the then most recently completed fiscal quarter. During the three months ended September 30, 2016 , we converted and retired 2.2 million shares of converted Series C convertible preferred stock under the preferred stock conversion and repurchase arrangement for an aggregate purchase price of $121 million . Based on the number of shares of Series C common stock purchased during the three months ended September 30, 2016 , we expect to convert and retire 2.2 million shares of our Series C convertible preferred stock for $108 million on or about November 3, 2016 .

72

ITEM 6. Exhibits.
 
 
 
Exhibit No.
  
Description
 
 
 
10.1
 
Amendment to Employment Agreement, dated September 30, 2016, between Andrew Warren and Discovery Communications, LLC (filed herewith)

 
 
 
10.2
 
Employment Agreement, dated October 3, 2016, between Dr. Gunnar Wiedenfels and Discovery Communications, LLC (filed herewith)
 
 
 
10.3
 
Amendment to Employment Agreement, dated October 11, 2016, between Adria Alpert Romm 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 (filed herewith) †
 
 
101.SCH
  
XBRL Taxonomy Extension Schema Document (filed herewith)†
 
 
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith) †
 
 
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith) †
 
 
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document (filed herewith) †
 
 
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document (filed 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 September 30, 2016 and December 31, 2015 , (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 , (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015 , (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 , (v) Consolidated Statement of Equity for the nine months ended September 30, 2016 , and (vi) Notes to Consolidated Financial Statements.

73


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: November 1, 2016
 
 
 
By:
 
/s/ David M. Zaslav
 
 
 
 
 
 
David M. Zaslav
 
 
 
 
 
 
President and Chief Executive Officer
 
 
 
 
Date: November 1, 2016
 
 
 
By:
 
/s/ Andrew Warren
 
 
 
 
 
 
Andrew Warren
 
 
 
 
 
 
Senior Executive Vice President and
Chief Financial Officer


74


EXHIBIT INDEX
 
 
 
 
Exhibit No.
  
Description
 
 
10.1
 
Amendment to Employment Agreement, dated September 30, 2016, between Andrew Warren and Discovery Communications, LLC (filed herewith)



 
 
 
10.2
 
Employment Agreement, dated October 3, 2016, between Dr. Gunnar Wiedenfels and Discovery Communications, LLC (filed herewith)

 
 
 
10.3
 
Amendment to Employment Agreement, dated October 11, 2016, between Adria Alpert Romm 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 (filed herewith) †
 
 
101.SCH
  
XBRL Taxonomy Extension Schema Document (filed herewith) †
 
 
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith) †
 
 
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith) †
 
 
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document (filed herewith) †
 
 
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document (filed 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 September 30, 2016 and December 31, 2015 , (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 , (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015 , (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 , (v) Consolidated Statement of Equity for the nine months ended September 30, 2016 , and (vi) Notes to Consolidated Financial Statements.

75
Exhibit 10.1

AMENDMENT
TO
EMPLOYMENT AGREEMENT


This amendment (“Amendment”), dated as of September 30, 2016 (“Amendment Date”), shall amend the employment agreement dated as of September 18, 2014, by and between Discovery Communications, LLC (“Company”) and Andrew Warren ("Executive"), as further amended (the “Employment Agreement”).

WHEREAS, Executive and Company previously entered into the Employment Agreement, which sets forth the terms and conditions of Executive’s employment with Company;

WHEREAS, Executive and Company amended the employment agreement in March 2016 to agree that Executive shall separate employment with Company as of December 31, 2016 and to set forth the terms of Executive’s transition and separation; and

WHEREAS, the parties now desire to adjust Executive’s separation date and to make certain other changes, as described below.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this Amendment, the parties hereby agree to amend the Employment Agreement as follows:
1.
Term of Employment : The references in Section II to “December 31, 2016” are hereby replaced by “February 28, 2017.”
2.
Base Salary : Company shall increase Executive’s base salary under Section III(A) of the Employment Agreement by 3%, to $1,210,250. Company shall implement this increase within ten (10) days of the Amendment Date, and make the increase effective as of February 22, 2016.
3.
2016 Bonus : Executive’s annual bonus with respect to 2016 shall be calculated and paid in the normal course under the provisions of Section III(B) of the Employment Agreement, except that the amount of the bonus shall be not less than the median (expressed as percentage of target) of the 2016 annual bonus payouts for Company’s other Section 16 executive officers who are direct reports to the Chief Executive Officer of Company.
4.
2017 Bonus : For the avoidance of doubt, Executive shall be eligible for the Prorated Bonus for 2017, as provided in Section IV(D)(2)(b)(i) of the Employment Agreement.
5.
Offset : Section IV(E) of the Employment Agreement, providing for offset of the Severance Payment, is eliminated effective on the Amendment Date.
6.
General Release of Claims .




(a)    In exchange for the consideration set forth above, Executive, on behalf of Executive, Executive’s heirs, executors, administrators and assigns, does hereby release, acquit and forever discharge Company, its parent, subsidiaries, affiliates and related entities, as well as all of their respective officers, directors, stockholders, members, partners, agents, employees and representatives (hereafter collectively “DCL Parties”), from all obligations, claims, demands, covenants, contracts, promises, agreements, liabilities, controversies, costs, expenses, attorneys' fees, actions or causes of action whatsoever, whether known or unknown, Executive ever had or now has or claims to have against the DCL Parties from the beginning of the world to the day and date Executive executes this Agreement, including specifically but not exclusively, and without limiting the generality of the foregoing, any and all claims, demands and causes of action, known or unknown, arising out of any transaction, act or omission concerning Executive’s employment by any DCL Party, and all claims of every kind that may arise under any federal, state or local statutory or common law, applicable state and federal fair employment laws, federal equal employment opportunity laws, and federal and state labor statutes and regulations, including but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Labor-Management Relations Act, the Fair Credit Reporting Act, as well as any similar state or local statute(s); or any action arising in tort or contract; provided, however, that nothing contained herein shall release Company from the (1) obligations set forth in this Amendment or the Employment Agreement (including, but not limited, to, the obligation to make the Severance Payment), (2) claims for vested benefits under any tax qualified benefit plan, (3) any claims for unemployment or worker’s benefit insurance, (4) any claim that arises after the date Executive signs this Amendment, or (5) any claim that cannot by law be released.

(b)     Executive further acknowledges that the consideration provided by this Amendment is in addition to that to which Executive otherwise would have been entitled to receive in the absence of this Amendment, and that Executive executes this release of claims voluntarily and with full knowledge of all relevant information. Executive hereby acknowledges that Executive is familiar with the fact that certain state statutes provide that general releases do not extend to claims that an individual does not know or suspect to exist in the individual’s favor at the time the individual executes such a release, which if known by the individual may have materially affected execution of the release. Being aware of such statutes, Executive hereby expressly waives and relinquishes any rights or benefits Executive may have under such statutes, as well as any other state or federal statutes or common law principles of similar effect.

(c)    Executive represents that Executive has executed this Amendment voluntarily and with full knowledge of all relevant information, and that Executive has been advised to consult with an attorney prior to entering into this Amendment. The parties agree that



Executive has until September 30, 2016, to execute this Amendment, and may not execute this Amendment prior to that date.
7.
Entire Agreement :   This Amendment contains the entire agreement of the parties with respect to the subject matter of the Amendment and supersedes any agreements, oral or written, that relate to the subject matter hereof, except that this Amendment does not affect the rights and obligations of the Employment Agreement except as specifically amended by this Amendment. For the avoidance of doubt, Company’s obligation to make the Severance Payment, and the requirement that Executive execute the release agreement required by Section IV(D)(3) of the Employment Agreement, continue to apply. This Amendment may be executed in one or more counterparts, all of which together shall constitute a single instrument.


EXECUTIVE :                             DATE:


/s/ Andrew Warren                              9/30/16        
Andrew Warren

Discovery Communications, LLC                    DATE:


/s/ Adria Alpert Romm                          9/30/16        

Name: Adria Alpert Romm            

Title: Chief HR and Global Diversity Officer




Exhibit 10.2

EXECUTION COPY

EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) by and between Discovery Communications, LLC (“Company”) and Dr. Gunnar Wiedenfels (“Executive”) is made this 3 rd day of October, 2016. Executive’s employment under this agreement is conditioned upon (i) Executive receiving authorization to work for Company in the United States, or if Company so designates in writing, for a Company subsidiary in London, England, during the period in which Executive is awaiting work authorization in the United States, and (ii) Executive being released by his current employer in circumstances that permit Executive to undertake employment with Company as contemplated by this Agreement (the “Condition Precedent”). If such Condition Precedent is satisfied, Executive shall commence employment with Company on a date to be mutually agreed by the parties, not later than April 1, 2017 (“Start Date”).
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 subject to the conditions set forth above.
I. DUTIES, ACCEPTANCE, LOCATION
A.
As of the Start Date, Company 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 appointment as Chief Financial Officer of Discovery Communications, Inc. (“DCI”) is subject to appointment by the Board of DCI and shall be effective as of the date specified in that appointment.
B.
Company reserves the right to change the individual to whom Executive reports, provided that Executive continues to report to the Chief Executive Officer of Company.
C.
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
A.
Subject to Section IV, Executive’s term of employment under this Agreement shall be four (4) years beginning on the Start Date and ending on the fourth anniversary of that date (“Term of Employment”).




B.
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 one hundred twenty (120) days prior to the end of the Term of Employment. Executive and Company agree then to negotiate with each other exclusively and in good faith until the end of the Term of Employment (or such earlier date as of which agreement is reached). 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 fourth anniversary of Executive’s first day of employment; provided, however, that if the Company does not make a Qualifying Renewal Offer, Executive shall be eligible for a severance payment pursuant to Section IV(D)(2) herein in connection with his Separation from Service (as defined below) at the end of the Term of Employment (and assuming that he was willing and able to extend the Term). If Company has made a Qualifying Renewal Offer, but Executive declines the offer and terminates employment at the end of the Term of Employment, Executive will not be eligible for any severance pay from the Company but will be eligible for a Noncompetition Payment (as defined by, and in accordance with, Section VI (G), below). For these purposes, a Qualifying Renewal Offer is an offer to renew this Agreement with a meaningful increase in base salary and a bonus target that is at least the same level as in effect at the end of the Term of Employment, and with other material terms that are as favorable in the aggregate as the material terms of this Agreement.
III. COMPENSATION
A.
Base Salary . Company agrees to provide Executive with an annual base salary of $1,100,000. Beginning on the Start Date, this sum will be paid over the course of twelve (12) months, in increments paid on regular Company paydays, less such sums as the law requires Company to deduct or withhold. Beginning in 2018, Executive’s future salary increases will be reviewed in Company’s annual salary review cycle and decided in accordance with Company’s standard practices and procedures as applied to similarly-situated senior executives of Company, but in no event may Executive’s base salary be reduced.
B.
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 twenty percent (120%) of his base salary. The portion of the incentive payment to be received by Executive will be

2



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 accordance with the applicable incentive or bonus plan. In the event that the Start Date is after January 1, 2017, Executive’s bonus for 2017 shall be prorated based on the number of days of employment in 2017.
C.
Benefits . Executive shall be entitled to participate in and to receive any and all benefits generally available to executives at Executive’s level in Company in accordance with the terms and conditions of the applicable plan or arrangement.
D.
Equity Program . Executive will be recommended for awards of nonqualified stock options (“Stock Options”) and restricted stock units (“RSUs”) under the Discovery Communications, Inc. 2013 Incentive Plan, or a successor plan (the “Stock Plan”), within 60 days after Executive’s Start Date. The award, which is subject to approval by the Compensation Committee of the Board of DCI, will be based on a target value of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000), and made in the form of two awards: an award of Stock Options with a target value of ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000), and an award of RSUs with a target value of ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000). 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. Executive will not be considered for a further equity grant in 2017. Beginning in 2018, Executive will be considered for annual equity awards in accordance with the Company’s standard practices and procedures for awards to senior executives. Company represents that the Compensation Committee has reviewed and approved in concept the terms of this Agreement, including the target value of the equity award in this Section.
E.
Relocation . Executive shall receive and be afforded relocation benefits in accordance with Discovery’s international permanent relocation policy, as the same may be modified from time to time, for relocation of Executive and his immediate family from Germany to New York.
F.
Sign on Bonus . Company shall make a one-time sign on bonus in the amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000), less required withholdings, paid within thirty (30) days of the Start Date.

3



G.
Supplemental Retirement Plan . Company shall make a special company contribution to the Discovery Communications Supplemental Deferred Compensation Plan (referred to as the “Supplemental Retirement Plan,” or “SRP”) in the amount of ONE MILLION DOLLARS ($1,000,000) (the “Special SRP Contribution”). The Special SRP Contribution shall be made within thirty (30) days of Executive beginning work in the United States, and subject to the following vesting schedule, each vesting subject to Executive being employed by Company as of the relevant anniversary of the Start Date (except as provided in Section IV(D), below):
1.
$250,000 shall vest on the first anniversary of the Start Date;
2.
$250,000 shall vest on the second anniversary of the Start Date;
3.
$250,000 shall vest on the third anniversary of the Start Date; and
4.
The final $250,000 shall vest on the fourth anniversary of the Start Date.
IV. TERMINATION OF EMPLOYMENT AND AGREEMENT
A.
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, accrued but unused vacation, 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 (the “Accrued Benefits”). Company also shall pay a prorated portion of Executive’s then-current annual bonus target for that calendar year based on the amount of time Executive was employed during the calendar year (and subject to achievement of any applicable performance metric). Executive’s then-outstanding equity awards under the Stock Plan shall be treated in accordance with the applicable plan documents and implementing award agreements.
B.
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 Executive shall receive the Accrued Benefits, a prorated portion of Executive’s then-current annual bonus target for that calendar year based on

4



the amount of time Executive was employed during the calendar year (and subject to achievement of any applicable performance metric), and, 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 because such benefits are provided by a self-insured basis by Company, then Executive shall be obligated to pay the full monthly or similar premium for such coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). In such event, Company shall pay Executive, in a lump sum, within 30 days following the Company’s determination that the benefits may be taxable, an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the Term of Employment (based on the COBRA rates then in effect). Executive’s then-outstanding equity awards under the Stock Plan shall be treated in accordance with the applicable plan documents and implementing award agreements.
C.
Termination For Cause .
1.
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 material violation of Company’s Code of 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. This definition of “Cause” shall apply in any other plan or program applicable to Executive, and supersedes any conflicting definition of “Cause” as applied to Executive’s employment.
2.
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 and with reasonable

5



specificity of the grounds for the breach. Executive will be afforded a one-time-only opportunity to cure the noted Breach within thirty (30) 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.
3.
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).
D.
Termination Of Agreement By Executive for Good Reason/Termination of Agreement by Company Not For Cause .
1.
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; (b) Company’s material change in the location of the Company office where Executive works (i.e., relocation to a location outside the New York, NY, metropolitan area; for the avoidance of doubt, in the event the parties agree that Executive shall be employed in London for some interim period before relocating to New York, a change in work location from London to New York shall not constitute Good Reason for purposes of this Section); (c) a material breach of this Agreement by Company; or (d) a change in the position to which Executive reports (other than a change to report to the Chairman of the Board of Directors or the Board of Directors), 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 employment for Good Reason with respect to such cured change. Executive must terminate

6



his employment in writing within five (5) days following the expiration of Company’s cure period for the termination to be on account of Good Reason or such right shall be deemed waived.
2.
If Company terminates Executive’s employment and this Agreement not for Cause, if Company elects not to renew this Agreement in circumstances that trigger severance under Section II(B), or if Executive terminates his employment and this Agreement for Good Reason then Company shall pay Executive the Accrued Benefits and Executive’s then-outstanding equity awards under the Stock Plan shall be treated in accordance with the applicable plan documents and implementing award agreements. In addition, Company shall make the following payments (“Severance Payment”):
(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) twelve (12) months, 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 his full, unprorated bonus under the Company’s incentive or bonus plan for the year in which the termination occurs. 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 and will be paid at the target amount set forth in Section III(B), subject to achievement of the applicable performance metric(s) and Company/Division performance but not more than 100 percent for Company/Division’s target performance.

7



(c) The Company shall reimburse Executive for up to 18 months continued health coverage (medical, dental, and vision) under the applicable Company medical plan pursuant to COBRA, should Executive be eligible for and elect COBRA. These reimbursements shall be subject to required withholdings. In the event the balance of the Term of Employment is greater than 18 months, the Company shall pay Executive at the end of the 18 month period an amount equivalent to the then-current COBRA premium for the number of additional months in the balance of the Term of Employment. If Company determines in good faith 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 because such benefits are provided by a self-insured basis by Company, then Executive shall be obligated to pay the full monthly or similar premium for such coverage under COBRA. In such event, Company shall pay Executive, in a lump sum, within 30 days following the Company’s determination that the benefits may be taxable, an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the Term of Employment (based on the COBRA rates then in effect).
(d)    The Special SRP Contribution provided for in Section III(G) shall vest on the Release Deadline (as defined below).
(e) Company shall provide Executive with repatriation benefits to return Executive and his family to Germany, as those benefits would apply if Executive were separating during an expatriate assignment from Germany to the United States.
3.
No Severance Payment will be made if Executive fails to sign a release substantially in the form attached hereto as Exhibit A . 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.
4.
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,

8



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.
5.
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. Executive further agrees that this breach would cause substantial harm to the Company’s business and prospects. Executive agrees that Executive committing this breach shall mean that he owes Company the prompt payment of cash equivalent to six (6) months of base salary (on a gross basis before taxes). Furthermore, Executive acknowledges and agrees that the full damages for Executive’s breach are not subject to calculation and that the amount owed under the preceding sentence, therefore, will only reimburse Company for a portion of the damage done. For this reason, Company shall remain entitled to recover from Executive any and all damages Company has suffered and, in addition, Company will be entitled to injunctive relief. The parties agree that the repayment described in this Section IV(D) is expressly not Company’s exclusive or sole remedy.
E.
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 or due 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 Severance Payment 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

9



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 to provide timely 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, up to the amount of Offset Income attributable to such period. 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 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 Period.
F.
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 comparable employment, including taking all reasonable steps to identify and apply for any comparable, available jobs for which Executive is qualified.  This obligation to mitigate is limited to those jurisdictions in which Executive has a then-current right to reside and work. 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

10



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
A.
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, 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. For the avoidance of doubt, and notwithstanding the foregoing, nothing herein or in this Agreement shall (x) prohibit Executive from communicating with a government agency, regulator or legal authority concerning any possible violations of federal or state law or regulation, or (y) prevent or limit Executive from discussing his terms and conditions of employment.  Nothing herein or in this Agreement, however, authorizes the disclosure of information Executive obtained through a communication that was subject to the attorney-client privilege, unless disclosure of the information would otherwise be permitted by an applicable law or rule.
B.
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 unless such notice to Company is prohibited by law or procedure.
C.
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. Company shall reimburse Executive promptly for reasonable travel and other expenses associated with this cooperation, provided that Executive timely provides documentation in a form reasonably acceptable to Company.
VI. RESTRICTIVE COVENANTS
A.
Executive covenants that during his employment with Company and, for a period of twelve (12) months after the conclusion of Executive’s employment

11



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: any business activities involving nonfiction, scripted, sports, lifestyle, or general entertainment television (whether in cable, broadcast, free to air, or any other distribution method), or business activities otherwise competitive with any area of the Company for which Executive had direct and material management responsibilities during the three years prior to the termination date (“Competitive Services”). The Restricted Territory is the United States and any other country for which the Executive had management responsibility (e.g., 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.
B.
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, and Company shall consider the request promptly and in good faith. In the event that Executive wishes to consider an opportunity outside the Company at the end of the natural expiration of the Term of Employment, Executive may request that the Company review the opportunity and Company shall consider any such request promptly and in good faith.
C.
During his employment and for a period of eighteen (18) months 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, any employees of Company or its subsidiary and affiliated companies to leave their employment.
D.
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,

12



independent contractor, or business partner to terminate its business relationship with Company or its subsidiary and affiliated companies.
E.
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.
F.
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 a competitor of Company (“Competitor”) or that Company is doing business with during the Term of Employment (“Partner”), 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 Partner. 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 Partner). 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.
G.
If Company makes a Qualifying Renewal Offer, 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. For the avoidance of doubt, the Noncompetition Payment is intended to be paid in circumstances in which Executive is not eligible for the Severance Payment.
H.
Prior to the conclusion of Executive’s employment with Company, Executive shall return all Company property and materials, including without limitation, equipment, such as laptop computers and mobile telephones, and

13



documentation, such as files (including originals and copies), notes, e-mail accounts and computer disks.
I.
In the event that Executive violates any provision of this Section VI, and, in the case of a violation while Executive is an active employee, Executive fails to cure such violation within thirty (30) days after written notice from the Company of the same 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
A.
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.
B.
Use Of AAA. Choice of Law. All Claims for arbitration shall be presented to the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The seat or place of arbitration shall be New York, New York. There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA. The arbitrator shall be directed to apply the substantive law of federal and state courts sitting in New York, 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.
C.
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.
D.
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

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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
A.
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.
B.
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.
C.
Executive warrants that (1) his employment under this Employment Agreement will not violate or conflict in any way with any other contract or agreement to which Executive is bound; (2) Executive will do nothing on behalf of Company that violates or conflicts with any such contract or agreement; and (3) Executive will indemnify Company for any liability, damages, costs, or attorneys’ fees that Company suffers as a result of any such violation or conflict.
D.
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.
E.
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.
F.
Any modifications to this Agreement will be effective only if in writing and signed by the party to be charged.
G.
Any payments to be made by Company hereunder shall be made subject to applicable law, including required deductions and withholdings.
H.
Section 409A of the Code.

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1.
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.
2.
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.
3.
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.
4.
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:
a.
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
b.
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(H)(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

16



normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(H)(4) shall be made to Executive.
5.
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.
6.
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.
I.
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.
J.
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.
K.
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

17



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







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


/s/ Dr. Gunnar Wiedenfels          10/3/2016        
Dr. Gunnar Wiedenfels         Date





/s/ Adria Alpert Romm          9/30/2016        
Discovery Communications, LLC Date

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 Executive agrees that neither Executive nor anyone acting on his 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. T he 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. Notwithstanding the foregoing, nothing contained herein shall release Company from (1) the obligations set forth in this Release, (2) claims for vested benefits under any tax qualified benefit plan, (3) any claim that arises after the date Executive signs this Release, (4) Executive’s right to indemnification under applicable insurance policies and/or Company’s by-laws, or (5) any claim that cannot by law be released.
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 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. Executive and Company shall confer about a mutually agreeable announcement of Executive’s separation.
f. Executive agrees to return all Company property and materials, including without limitation, equipment, such as laptop computers and mobile telephones, and documentation, such as files (including all originals and copies), notes, e-mail accounts and computer disks prior to the conclusion of Executive’s employment with Company.
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             

19


Exhibit 10.3

EXECUTION COPY

AMENDMENT
TO
EMPLOYMENT AGREEMENT

This amendment (“Amendment”) dated as of October 11, 2016, shall amend the employment agreement ("Employment Agreement") by and between Discovery Communications, LLC ("Company") and Adria Alpert Romm ("Executive").

WHEREAS, Executive and the Company previously entered into the Employment Agreement, which sets forth the terms and conditions of Executive’s employment with the Company;

WHEREAS, Executive and the Company now desire to enter into this Amendment to the Employment Agreement in order to extend the term and make certain other changes;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this Amendment, the parties hereby agree to amend the Employment Agreement as follows:

1.
Term :
a.
In Section II (A), the reference to “December 31, 2017” shall be replaced with “December 31, 2018.”
b.
Section II(B) shall be replaced in its entirety by:

“The Term of Employment may not be extended unless by mutual agreement of Company and Executive as to all of the materials terms and conditions of the e extension. In the event the parties do not agree to extend the term, this Agreement shall expire and the Term of Employment shall end on December 31, 2018. Executive’s separation as of December 31, 2018, shall be considered a voluntary “Retirement” for purposes of Company’s plans and programs, including the Stock Plan.” Notwithstanding the foregoing, if there is a “Change in Control” (as defined in the award agreements that document Executive’s 2016 annual equity awards), on or before December 31, 2018, and Company does not offer Executive a renewal or extension of this Agreement by at least one (1) year beyond December 31, 2018, Executive’s separation at the end of the term shall be considered an involuntary termination without “Cause” and Executive shall be eligible for a Severance Payment pursuant to Section IV(D)(2), below.”

2.
Equity Program . The following sentence is added at the end of Section III(D):

“Executive shall be considered for annual equity awards in 2017 and 2018, consistent with the process as applied to other similarly-situated senior executives, except that the awards made to Executive in 2017 and 2018 shall be entirely in the form of nonqualified stock options.”

3.
Restrictive Covenants : The definition of “Competitive Services” in Section VI(A) is hereby replaced with the following:

“Any business activities involving nonfiction, scripted, sports, lifestyle, or general entertainment television (whether in cable, broadcast, free to air, or any other distribution method), or business activities otherwise competitive with any area of the Company for which Executive had direct and material management responsibilities during the three years prior to the termination date (“Competitive Services”).”

4.
Effect on Employment Agreement : Except with respect to the subject matters covered herein, this Amendment does not otherwise amend, supplement, modify, or terminate the Employment Agreement, which remains in full force and effect.


IN WITNESS WHEREOF , the parties have caused this Agreement to be duly executed as of the date set forth above.


EXECUTIVE :                             DATE:


/s/ Adria Alpert Romm                          10/10/2016            
Adria Alpert Romm





DISCOVERY COMMUNICATIONS, LLC            DATE



/s/ Bruce Campbell                              10/11/2016            

Name: Bruce Campbell                    

Title: Chief Development, Distribution and Legal Officer    


    


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;
4.
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:
a.
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;
b.
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;
c.
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
d.
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):
a.
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
b.
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.


 
 
 
 
 
 
 
Date: November 1, 2016
 
 
 
By:
 
/s/ David M. Zaslav
 
 
 
 
 
 
David M. Zaslav
 
 
 
 
 
 
President and Chief Executive Officer






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;
4.
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:
a.
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;
b.
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;
c.
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
d.
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):
a.
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
b.
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.  

 
 
 
 
 
 
 
Date: November 1, 2016
 
 
By:
 
/s/ Andrew Warren
 
 
 
 
 
Andrew Warren
 
 
 
 
 
Senior Executive Vice President and
Chief Financial Officer





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 September 30, 2016 , 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.
 
 
 
 
 
 
 
 
Date: November 1, 2016
 
 
 
By:
 
/s/ David M. Zaslav
 
 
 
 
 
 
David M. Zaslav
 
 
 
 
 
 
President and Chief Executive Officer





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 September 30, 2016 , 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.
 
 
 
 
 
 
 
 
Date: November 1, 2016
 
 
 
By:
 
/s/ Andrew Warren
 
 
 
 
 
 
Andrew Warren
 
 
 
 
 
 
Senior Executive Vice President and
Chief Financial Officer