Wednesday, February 25, 2009

Discovery Communications Reports Full Year and Fourth Quarter 2008 Results

Full Year 2008 Financial Highlights:

- Revenues increased to $3.44 billion

- Adjusted OIBDA increased to $1.31 billion

- Net income from continuing operations increased to $274 million

- Free Cash Flow increased to $467 million

SILVER SPRING, Md., Feb. 25 /PRNewswire-FirstCall/ -- Discovery Communications, Inc. ("Discovery" or the "Company") (Nasdaq: DISCA, DISCB, DISCK) today reported financial results for the full year and fourth quarter ended December 31, 2008. The discussion below assumes the transaction between Discovery Holding Company ("DHC"), Discovery Communications Holding LLC ("DCH"), and Advance/Newhouse Programming Partnership that resulted in Discovery becoming a public company, as described in the Other Items section on page 5, occurred on January 1, 2007 and as such includes 100% of Discovery Communications' results for both 2008 and 2007. Please see the as adjusted financial statements beginning on page 14 for an explanation of why management believes this presentation is appropriate.

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

David Zaslav, Discovery's president and chief executive officer, said, "This past year was one of significant accomplishment for Discovery, as we delivered strong operating performances across our businesses and successfully transitioned to a fully public company. Strategically, we strengthened the programming and development at our fully distributed channels and finished the year with double digit ratings growth in the fourth quarter among key demos at Discovery Channel and TLC. We also established new identities for several of our emerging networks and continued our international expansion, increasing our subscriber base overseas by 16%. Most importantly, our strategic initiatives were achieved while strongly growing revenues and Adjusted OIBDA, in what are increasingly challenging times. As we execute our 2009 operating plan in a difficult economic climate, our stable foundation of contracted and growing subscription revenues, diversified international expansion and stringent focus on costs give us confidence that we will outperform the marketplace and continue to grow moving forward."

Fourth Quarter Results

Fourth quarter revenues of $904 million increased $1 million over the as adjusted(1) fourth quarter a year ago as 8% growth at U.S. Networks was mostly offset by a 23% decline in Commerce, Education and Other as well as a 4% decline at International Networks, primarily the result of a $33 million impact from foreign currency fluctuations. Adjusted Operating Income Before Depreciation and Amortization ("OIBDA") grew to $362 million, an increase of $222 million versus the fourth quarter a year ago, mainly driven by an increase of $188 million at U.S. Networks and an increase of $26 million, or 32%, at International Networks. The prior year results included a content impairment charge of $139 million, primarily at U.S. Networks. Excluding the impact of the content impairment charge, Adjusted OIBDA increased $64 million or 23% from the prior year. Adjusted OIBDA margin, excluding the impact of the content impairment charge, increased to 38% for the fourth quarter, up from 31% in the same period a year ago. Adjusted OIBDA is defined as revenue less (i) cost of revenues and selling, general and administrative expense excluding marked to market share-based compensation expense under our long-term incentive plans, (ii) restructuring and impairment charges, (iii) depreciation and amortization, including amortization of deferred launch incentives and (iv) gains on assets and business dispositions.

Fourth quarter net income from continuing operations of $105 million ($0.25 per share) grew $113 million versus the as adjusted(1) loss from continuing operations of $8 million ($0.03 per share) a year ago.

Free cash flow was $128 million for the fourth quarter, an increase of $24 million from the as adjusted(1) results in the same period for 2007. Free cash flow is defined as cash flows from operating activities less acquisitions of property and equipment.

Full Year Results

Full year 2008 revenues of $3,443 million increased 10% or $302 million over the as adjusted(1) revenues for 2007, primarily driven by 10% growth at U.S. Networks and 12% growth at International Networks. Adjusted OIBDA increased 49% to $1,310 million led by 37% growth at U.S. Networks and 52% growth at International Networks. The prior year results included a content impairment charge of $139 million, primarily at U.S. Networks. Excluding the impact of the content impairment charge, Adjusted OIBDA increased $216 million or 21% from the prior year and Adjusted OIBDA margin grew to 38% in 2008, up from 28% in 2007.

Full year net income from continuing operations of $274 million ($0.85 per share) grew $123 million versus the as adjusted results(1) of $151 million ($0.54 per share) a year ago. The increased results primarily reflect the higher Adjusted OIBDA as well as a $69 million benefit in the current year related to the unrealized change in the fair value of the marked to market share-based compensation, which was an expense of $141 million in the prior year.

Free cash flow was $467 million for 2008, an increase of $295 million from the as adjusted(1) results in 2007.

    (1)  See the as adjusted financial statements beginning on page 14 for
         2007 results.

    SEGMENT RESULTS
    (dollars in millions)     Three Months Ended      Twelve Months  Ended
                                 December 31,            December 31,
                              2008    2007   Change   2008    2007   Change
                                  (As adjusted)           (As adjusted)

    Revenues (1)(2)(3):
       U.S. Networks          $536    $498     8%   $2,062  $1,879    10%
       International
        Networks               294     307    (4%)   1,158   1,030    12%
       Commerce, Education,
        and Other               70      91   (23%)     196     225   (13%)
        Corporate                4       7   (43%)      27       7   286%
     Total Revenues           $904    $903     -    $3,443  $3,141    10%

    Adjusted OIBDA (1)(2)(3):
       U.S. Networks          $300    $112   168%   $1,111    $810    37%
       International
        Networks               107      81    32%      387     254    52%
       Commerce, Education,
        and Other               11       -     -        13       4   225%
        Corporate              (56)    (53)    6%     (201)   (189)    6%
    Total Adjusted OIBDA      $362    $140   159%   $1,310    $879    49%

    (1) 2007 excludes Travel Channel results through its disposition on May
        14, 2007. See the supplemental financial schedules on page 11 for
        Travel Channel results.
    (2) All results exclude the Discovery Channel Stores which ceased
        operations in the third quarter of 2007 and have been treated as part
        of discontinued operations.
    (3) See the supplemental financial schedules on pages 12 to 18 for reconciliations of
        Adjusted OIBDA to operating income as well as 2007 financial data to
        previously reported results from Discovery Holding Company.


    U.S. Networks
    (dollars in millions)  Three Months Ended    Twelve Months Ended
                             December 31,          December 31,
                        2008    2007   Change   2008    2007   Change
                            (As adjusted)           (As adjusted)
    Revenues:
       Distribution     $236    $209    13%     $927    $840    10%
       Advertising       282     265     6%    1,058     975     9%
       Other              18      24   (25%)      77      64    20%
    Total Revenues      $536    $498     8%   $2,062  $1,879    10%

    Adjusted OIBDA      $300    $112   168%   $1,111    $810    37%

    Adjusted OIBDA
     Margin               56%     22%           54%       43%

Fourth Quarter Results

U.S. Networks' revenue in the fourth quarter of 2008 increased 8% to $536 million primarily driven by distribution and advertising revenue growth. Distribution revenue grew 13% largely from higher rates across the fully distributed networks, subscriber growth at the emerging networks and lower launch-support amortization. Advertising revenue increased 6% from higher pricing as well as increased ratings at Discovery Channel and TLC, which satisfied prior period ratings shortfalls.

Adjusted OIBDA increased $188 million to $300 million reflecting the 8% revenue growth and lower operating expenses, primarily due to the impairment charge of $129 million taken in the fourth quarter a year ago, which also resulted in a $19 million decline in content amortization expense in the current quarter as compared to prior year. Excluding the impact of the impairment charge taken a year ago, programming expense increased $16 million and Adjusted OIBDA grew $40 million or 17%.

Full Year Results

U.S. Networks' revenue for the full year 2008 increased 10% to $2,062 million mainly driven by distribution and advertising revenue growth. Distribution revenue grew 10% largely from higher rates across the fully distributed networks, subscriber growth at the emerging networks and lower launch-support amortization. 2008 distribution revenues also include $8 million of one-time revenue related to accruals in prior periods for certain distributors. Advertising revenue increased 9% as compared with 2007 as a result of pricing and higher sellouts, partially offset by lower ratings at TLC and Discovery Channel. Additionally, other revenue grew 20% reflecting Discovery's sales representation of Travel Channel and an increase in digital revenue, primarily from the inclusion of HowStuffWorks, which was acquired in December 2007.

Adjusted OIBDA increased 37% to $1,111 million reflecting the 10% revenue growth and 12% lower operating expenses, primarily due to the content impairment charge of $129 million taken in the fourth quarter of 2007, which also resulted in a $76 million decline in content amortization expense in the current year as compared to the prior year. Excluding the impact of the impairment charge taken a year ago, programming expense increased $49 million and Adjusted OIBDA grew $96 million or 10%. Full year results also include a content impairment charge of $17 million related to the management team reorganization at TLC during the third quarter of 2008.

    International Networks

    (dollars in millions)   Three Months Ended      Twelve Months Ended
                               December 31,             December 31,
                           2008    2007   Change   2008     2007   Change
                               (As adjusted)           (As adjusted)
    Revenues:
       Distribution        $165    $168    (2%)     $713    $615    16%
       Advertising           99     112   (12%)      336     330     2%
       Other                 30      27    11%       109      85    28%
    Total Revenues         $294    $307    (4%)   $1,158  $1,030    12%

    Adjusted OIBDA         $107     $81    32%      $387    $254    52%

    Adjusted OIBDA Margin    36%     26%              33%     25%

Fourth Quarter Results

International Networks' revenue for the fourth quarter decreased 4% to $294 million as the $33 million impact of foreign currency fluctuations resulted in a 2% decline in distribution revenue and a 12% decline in advertising revenue. Excluding the impact of foreign currency fluctuations, revenues increased 6% led by 8% affiliate revenue growth, primarily from subscriber increases in EMEA (Europe (excluding U.K.), Middle East and Africa) and Latin America. Advertising revenue in local currency terms was flat as strong growth in EMEA and Latin America was offset by lower advertising revenue in the U.K. due to lower rates as well as the interpretation of a contract provision resulting in a limitation in our ability to monetize our audience. Excluding the U.K., advertising revenue in local currency terms increased 14% over the fourth quarter a year ago at International Networks.

Adjusted OIBDA increased 32% to $107 million as the 4% revenue decline was more than offset by an 18% decline in operating expenses. Excluding the impact of foreign currency, Adjusted OIBDA increased 36% reflecting 6% revenue growth and a 4% decline in operating expenses as increased programming expenses were more than offset by lower marketing and research costs.

Full Year Results

International Networks' revenue for the full year 2008 increased 12% to $1,158 million led by 16% distribution revenue growth primarily from subscriber increases in EMEA (Europe (excluding U.K.), Middle East and Africa) and Latin America. Advertising revenue increased 2% as strong growth in EMEA and Latin America was offset by lower advertising revenue in the U.K. due to lower rates as well as an interpretation of a contract provision. Excluding the U.K., advertising revenue in local currency terms increased 22% over 2008 at International Networks. The full year also included 28% growth in other revenue driven by the sale of Discovery Networks programs in the U.K. and Canada.

Adjusted OIBDA increased 52% to $387 million reflecting the 12% revenue growth and a 1% decline in operating expenses as lower marketing and research costs were mostly offset by increased programming and personnel costs. Excluding foreign currency fluctuations, revenues increased 12% and Adjusted OIBDA increased 45% versus 2007. The full year impact of foreign currency increased revenues by $7 million and Adjusted OIBDA by $17 million.

    Commerce, Education, and Other

    (dollars in millions)    Three Months Ended     Twelve Months Ended
                                December 31,           December 31,
                           2008    2007    Change  2008    2007    Change
                                (As adjusted)           (As adjusted)
    Revenues                $70     $91    (23%)   $196    $225      (13%)
    Adjusted OIBDA          $11      $-      -      $13      $4      225%

    Adjusted OIBDA Margin    16%      -%              7%      2%

Fourth Quarter Results

Commerce, Education and Other fourth quarter revenue decreased 23% to $70 million primarily reflecting lower commerce revenues as compared to the same period a year ago, which included stronger DVD sales of Planet Earth. Adjusted OIBDA increased to $11 million as compared with the break even results in the fourth quarter a year ago as the revenue decline at commerce was mostly offset by lower operating costs as compared to prior year. Additionally, prior year results included an impairment charge of $10 million at education. The current quarter results also include revenues of $20 million and Adjusted OIBDA of $1 million for Creative Sound Services which was flat with the results a year ago.

Full Year Results

Commerce, Education and Other full year 2008 revenue decreased 13% to $196 million primarily reflecting lower commerce revenues as compared to the same period a year ago, which included stronger DVD sales of Planet Earth, partially offset by higher education revenues from the streaming of new products as well as assessment, sponsorship and licensing deals. Adjusted OIBDA increased $9 million to $13 million as the revenue decline was offset by lower operating costs, primarily at education, due to an impairment charge of $10 million in the prior year,. The current year results include revenues of $75 million and Adjusted OIBDA of $4 million for Creative Sound Services, which was flat with the results a year ago.

Corporate

For the full year 2008 Adjusted OIBDA decreased $12 million as a result of an increase in Corporate expenses, primarily due to costs associated with the transaction described in Other Items as well as costs related to the OWN joint venture.

OTHER ITEMS

In September 2008, Discovery Holding Company, Inc. ("DHC") and Advance/Newhouse Programming Partnership ("Advance/Newhouse") closed a transaction that included the combination of DHC's approximate 67% interest in Discovery Communications Holding, LLC ("DCH") with Advance/Newhouse's approximate 33% interest in DCH. In connection with the transaction, DHC spun-off its interests in Ascent Media Corporation except for certain businesses that provide sound-related services, which remain with Discovery. As a result of the transaction, DHC ceased to be a reporting company and Discovery became the successor reporting entity to DHC. The attached consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows assume the above transaction occurred as of January 1, 2008, in accordance with generally accepted accounting principles (GAAP). The prior year results included in the attached financial statements reflect the previously reported results of DHC, which accounted for its interest in DCH in equity in earnings of unconsolidated affiliates. Additionally, the results of Ascent Media Corporation with the exception of the Creative Sound Services business have been treated as discontinued operations for 2008 and 2007. See our Form 10-K filed with the Securities and Exchange Commission on February 25, 2009 for a more detailed description of the transaction and for further explanation of the financial statement presentation. See the supplemental financial schedules beginning on page 14 for a reconciliation of DHC's previously reported results to as adjusted financial statements for 2007.

FULL YEAR 2009 OUTLOOK

For the full year ended December 31, 2009, Discovery Communications expects total revenue between $3,375 million and $3,500 million, Adjusted OIBDA between $1,300 million and $1,400 million and net income from continuing operations of $475 million to $575 million. Our outlook incorporates current foreign exchange rates for revenues and expenses and current share price for marked to market equity based compensation calculations while excluding the impact of OWN. It is expected that $70 to $80 million will be invested in OWN in 2009 but the income statement impact will depend on the timing of the launch.

NON-GAAP FINANCIAL MEASURES

Adjusted OIBDA and Free Cash Flow

In addition to the results prepared in accordance with GAAP provided in this release, the Company has presented Adjusted OIBDA and free cash flow. The Company defines Adjusted OIBDA as revenue less (i) cost of revenues and selling, general and administrative expense excluding marked to market share-based compensation expense under our long-term incentive plans, (ii) restructuring and impairment charges, (iii) amortization of deferred launch incentives, and (iv) gain on asset and business dispositions. The Company excludes share-based compensation under long-term incentive plans due to its significant volatility from being marked-to-market. The Company excludes the amortization of deferred launch incentive payments because these payments are infrequent and the amortization does not represent cash payments in the current reporting period. In addition to these items, Adjusted OIBDA also excludes depreciation and amortization, restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Management uses Adjusted OIBDA to assess the operational strength and performance of its operating segments, as well as the Company as a whole, and to view operating results, perform analytical comparisons, identify strategies to improve performance and allocate resources to each operating segment. The Company believes Adjusted OIBDA is an important measure to investors because it allows them to analyze operating performance of each business and the Company overall using the same metric management uses and provides investors a measure to analyze operating performance of each business division and the Company overall against historical data.

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

Since Adjusted OIBDA and free cash flow are non-GAAP measures, they should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance reported in accordance with GAAP. Please review the supplemental financial schedules beginning on page 11 for reconciliations to GAAP measures.

2007 Results

See page 14 for an explanation of how as adjusted results for 2007 have been calculated and why management believes this presentation would be meaningful to investors.

Travel Channel

The Company presents 2007 results without the Travel Channel, which was exchanged on May 14, 2007. See our Form 10-K filed with the Securities and Exchange Commission on February 25, 2009 for a more detailed description of this transaction. Management believes this presentation is useful to investors because it allows them to analyze operating performance of the U.S. Networks and total company against comparable historical data. See page 11 for reconciliation to results including Travel Channel.

Conference Call Information

Discovery Communications will host a conference call today at 8:30 a.m. EST to discuss its full year and fourth quarter 2008 results. To listen to the call, visit http://www.discoverycommunications.com.

Cautionary Statement Concerning Forward-Looking Statements

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

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

                                            Three Months       Twelve Months
                                                Ended              Ended
                                             December 31,       December 31,
                                           2008     2007(a)   2008    2007(a)
    Revenues:
      Distribution                         $401       $-    $1,640      $-
      Advertising                           382        -     1,396       -
      Other                                 121       17       407      76

    Total revenues                          904       17     3,443      76

    Operating costs and expenses:
      Cost of revenues, excluding
       depreciation and amortization
       listed below                         266       16     1,024      60
      Selling, general and
       administrative                       270        5     1,115      22
      Depreciation and
       amortization                          40        1       186       3
      Impairment of intangible
       assets                                30        -        30       -
      Exit and restructuring charges         14        -        31       -
      Gains on asset dispositions             -       (1)        -      (1)

    Total operating costs and expenses      620       21     2,386      84

    Operating income (loss)                 284       (4)    1,057      (8)

    Other (expense) income:
      Equity in (loss) earnings of
       Discovery Communications
       Holding, LLC                           -      (16)        -     142
      Equity in loss of
       unconsolidated affiliates            (59)       -       (61)      -
      Interest expense, net                 (60)       -      (256)      -
      Other, net                             16        2        14       8

    Total other (expense) income, net      (103)     (14)     (303)    150

    Income (loss) from
     continuing operations
     before income taxes and
     minority interests                     181      (18)      754     142

    (Provision for) benefit from
     income taxes                           (67)       6      (352)    (56)
    Minority interests, net of tax           (9)       -      (128)      -

    Income (loss) from
     continuing operations                  105      (12)      274      86

    Income (loss) from discontinued
     operations, net of tax                   1     (158)       43    (154)

    Net income (loss)                      $106    $(170)     $317    $(68)

    Income (loss) per share from
     continuing operations:
      Basic                               $0.25   $(0.04)    $0.85   $0.31
      Diluted                             $0.25   $(0.04)    $0.85   $0.31
    (Loss) income per share from
     discontinued operations:
      Basic                                  $-   $(0.56)    $0.13  $(0.55)
      Diluted                                $-   $(0.56)    $0.13  $(0.55)

    Net income (loss) per share:
      Basic                               $0.25   $(0.60)    $0.99  $(0.24)
      Diluted                             $0.25   $(0.60)    $0.98  $(0.24)

    Weighted average number of
     shares outstanding:
      Basic                                 422      281       321     281
      Diluted                               422      281       322     281

    (a) The 2007 results presented are on a GAAP basis and are those of our
        predecessor, Discovery Holding Company, which accounted for its
        investment in DCH using the equity method.  See page 15 for the as
        adjusted statement of operations for the three months ended December
        31, 2007 and page 16 for the as adjusted statement of operations for
        the twelve months ended December 31, 2007.



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

                                                          As of December 31,
    ASSETS                                                 2008      2007(a)
    Current assets:
      Cash and cash equivalents                            $100        $8
      Receivables, net                                      780        10
      Content rights, net                                    73         -
      Deferred income taxes                                  49         -
      Prepaid expenses and other current assets             107         2
      Assets of discontinued operations                       -       352
    Total current assets                                  1,109       372

    Investment in Discovery Communications Holding, LLC       -     3,272
    Noncurrent content rights, net                        1,163         -
    Property and equipment, net                             395         5
    Goodwill                                              6,891     1,782
    Intangible assets, net                                  716         1
    Other noncurrent assets                                 210         -
    Assets of discontinued operations                         -       434
    Total assets                                        $10,484    $5,866

    LIABILITIES, REDEEMABLE INTERESTS
     IN SUBSIDIARIES, AND STOCKHOLDERS' EQUITY

    Current liabilities:
      Accounts payable                                      $71       $1
      Accrued liabilities                                   350        5
      Deferred revenues                                      93        -
      Current portion of long-term
       incentive plan liability                               8        -
      Current portion of long-term
       debt                                                 458        -
      Other current liabilities                              90        2
      Liabilities of discontinued
       operations                                             -      112
    Total current liabilities                             1,070      120

    Long-term incentive plan
     liability                                               15        -
    Long-term debt                                        3,331        -
    Deferred income taxes                                   246    1,227
    Other noncurrent liabilities                            237        1
    Liabilities of discontinued
     operations                                               -       23
    Total liabilities                                     4,899    1,371

    Commitments and contingencies                             -        -
    Redeemable interests in
     subsidiaries                                            49        -

    Stockholders' equity:
      Preferred stock                                         2        -
      Common stock                                            3        3
      Additional paid-in capital                          6,545    5,728
      Accumulated deficit                                  (936)  (1,253)
      Accumulated other
       comprehensive (loss) income                          (78)      17

    Total stockholders' equity                            5,536    4,495
    Total liabilities, redeemable
     interests in subsidiaries,
     and stockholders' equity                           $10,484   $5,866

    (a) The 2007 results presented are on a GAAP basis and are those of our
        predecessor, Discovery Holding Company, which accounted for its
        investment in DCH using the equity method.  See page 17 for the
        December 31, 2007 as adjusted balance sheets.



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

                                                          Twelve Months Ended
                                                               December 31,
                                                            2008      2007(a)
     Operating activities
      Net income (loss)                                     $317      $(68)
      Adjustments to reconcile net income (loss) to cash
       provided by operating activities:
      Share-based compensation (benefit) expense             (66)        1
      Depreciation and amortization                          232        68
      Impairment of goodwill                                   -       165
      Impairment of intangible assets                         30         -
      Gains on asset dispositions                            (76)       (1)
      Equity in earnings of Discovery Communications
       Holding, LLC                                            -      (142)
      Equity in loss of unconsolidated affiliates             61         -
    Deferred income taxes                                    190        56
      Minority interests, net of tax                         128         -
      Other non cash expenses (income), net                   69        (8)
     Changes in operating assets and liabilities, net of
      discontinued operations:
      Receivables, net                                       (45)        4
      Content rights, net                                   (145)        -
      Accounts payable and accrued liabilities               (46)      (11)
      Other, net                                             (80)       (6)
    Cash provided by operating activities                    569        58

    Investing activities
    Purchases of property and equipment                     (102)      (47)
    Proceeds from business and asset dispositions            139         2
    Net cash acquired from Newhouse Transaction               45         -
    Business acquisitions, net of cash acquired               (8)        -
    Proceeds from sale of securities                          24        28
    Other investing activities, net                            -         2
    Cash provided by (used in) investing activities           98       (15)

    Financing activities
    Ascent Media Corporation spin-off                       (356)        -
    Net repayments of revolver loans                        (125)        -
    Principal repayments of long-term debt                  (257)        -
    Principal repayments of capital lease obligations        (29)        -
    Net cash from stock option exercises                       -        13
    Other financing activities, net                           (7)       (1)

     Cash (used in) provided by financing activities        (774)       12

    Effect of exchange rate changes on cash and cash
     equivalents                                              (2)        -

    Change in cash and cash equivalents                     (109)       55
     Cash and cash equivalents of continuing operations,
      beginning of period                                      8         1
     Cash and cash equivalents of discontinued operations,
      beginning of period                                    201       153
     Cash and cash equivalents, end of period               $100      $209

    (a) The 2007 results presented are on a GAAP basis and are those of our
        predecessor, Discovery Holding Company, which accounted for its
        investment in DCH using the equity method.  See page 18 for the
        twelve months ended December 31, 2007 as adjusted statement of cash
        flows.



                          DISCOVERY COMMUNICATIONS, INC.
                           SUPPLEMENTAL FINANCIAL DATA
                     RECONCILIATION OF TRAVEL CHANNEL RESULTS
                         (unaudited; amounts in millions)

                               Twelve Months Ended December 31, 2007(a)
                  U.S. Networks Excluding   Travel   U.S. Networks Including
                       Travel Channel       Channel       Travel Channel
    Revenues:
       Distribution         $840              $22              $862
       Advertising           975               40             1,015
       Other                  64                -                64
    Total Revenues        $1,879              $62            $1,941

    Adjusted OIBDA          $810              $20              $830


                               Twelve Months Ended December 31, 2007(a)
                  Total Company Excluding   Travel   Total Company Including
                      Travel Channel        Channel      Travel Channel
    Revenues:
       Distribution        $1,455             $22            $1,477
       Advertising          1,305              40             1,345
       Other                  381               -               381
    Total Revenues         $3,141             $62            $3,203

    Adjusted OIBDA           $879             $20              $899


    (a) The 2007 results presented are as adjusted.  See page 14 for an
        explanation of how these results have been calculated and why
        management believes this presentation would be meaningful to
        investors.



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

                              Three Months Ended December 31, 2008
             Adjusted
             Operating                             Marked
              Income                                 to
              Before                 Amortization  Market
           Depreciation Depreciation   of Cable    Share-
               and          and      Distribution   Based    Other Operating
           Amortization Amortization Investments Compensation (b)    Income

    U.S.
     Networks   $300       $(16)         $(8)       $(4)     $(38)    $234
    Inter-
     national
     Networks    107        (11)          (8)         -        (2)      86
    Commerce,
     Education,
     and Other    11         (2)           -          -        (2)       7
    Corporate    (56)       (11)           -         26        (2)     (43)
      Total     $362       $(40)        $(16)       $22      $(44)    $284


                              Three Months Ended December 31, 2007(a)
             Adjusted
             Operating                             Marked
              Income                                 to
              Before                 Amortization  Market
           Depreciation Depreciation   of Cable    Share-
               and          and      Distribution   Based    Other Operating
           Amortization Amortization Investments Compensation (c)    Income

    U.S.
     Networks   $112        $(9)        $(14)        $-        $-      $89
    Inter-
     national
     Networks     81        (10)         (11)         -        (2)      58
    Commerce,
     Education,
     and Other     -         (4)           -          -        (1)      (5)
    Corporate    (53)       (14)           -        (11)        -      (78)
      Total     $140       $(37)        $(25)      $(11)      $(3)     $64

    (a) The 2007 results presented are as adjusted and include Travel Channel
        results.  See page 14 for an explanation of how these results have
        been calculated and why management believes this presentation would
        be meaningful to investors.
    (b) For the three months ended December 31, 2008, Other includes write-
        offs of intangible assets and costs related to employee terminations
        and relocation.
    (c) For the three months ended December 31, 2007, Other includes costs
        related to employee terminations due to a number of organizational
        and strategic adjustments.



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

                                  Twelve Months Ended December 31, 2008
             Adjusted
             Operating                             Marked
              Income                                 to
              Before                 Amortization  Market
           Depreciation Depreciation   of Cable    Share-
               and          and      Distribution   Based    Other Operating
           Amortization Amortization Investments Compensation (b)    Income

    U.S.
     Networks  $1,111      $(56)        $(34)       $(4)      (51)    $966
    Inter-
     national
     Networks     387       (43)         (41)         -        (2)     301
    Commerce,
     Education,
     and Other     13        (9)           -          -        (6)      (2)
    Corporate    (201)      (78)           -         73        (2)    (208)
      Total    $1,310     $(186)        $(75)       $69       (61)  $1,057


                                   Twelve Months Ended December 31, 2007(a)
             Adjusted
             Operating                             Marked
              Income                                 to
              Before                 Amortization  Market
           Depreciation Depreciation   of Cable    Share-
               and          and      Distribution   Based    Other Operating
           Amortization Amortization Investments Compensation (c)    Income
    U.S.
     Networks   $830       $(28)        $(56)        $-        $-     $746
    Inter-
     national
     Networks    254        (36)         (44)         -        (2)     172
    Commerce,
     Education,
     and Other     4        (17)           -          -       (27)     (40)
    Corporate   (189)       (53)           -       (141)      119     (264)
       Total    $899      $(134)       $(100)     $(141)      $90     $614

    (a) The 2007 results presented are as adjusted and include Travel Channel
        results.  See page 14 for an explanation of how these results have
        been calculated and why management believes this presentation would
        be meaningful to investors.
    (b) For the twelve months ended December 31, 2008, Other at U.S. Networks
        includes write-offs of intangible assets as well as costs related to
        employee relocation and termination of a production agreement.
        Commerce, Education, and Other includes costs related to closure of
        Commerce's distribution center and stores headquarter offices.
    (c) For the twelve months ended December 31, 2007, Other at Commerce,
        Education, and Other includes write-offs of intangible assets.
        Corporate represents a gain on the disposition of a business offset
        by costs related to employee terminations due to a number of
        organizational and strategic adjustments.

DISCOVERY COMMUNICATIONS, INC.

SUPPLEMENTAL FINANCIAL DATA

AS ADJUSTED FINANCIAL RESULTS

(unaudited; amounts in millions)

The following as adjusted financial statements assume the transactions between DHC, DCH and Advance/Newhouse were completed as of January 1, 2007. The as adjusted results do not purport to be indicative of the results that would have been obtained if these events had been completed by January 1, 2007. See our Form 10-K filed with the Securities and Exchange Commission on February 25, 2009 for a more detailed description of the transaction and for further explanation of the financial statement presentation.

The as adjusted financial statements for 2007 have not been prepared in accordance with GAAP. Management believes that this presentation is meaningful to investors, because it presents the results of Discovery, the reporting successor to DHC. Discovery will be the reporting entity going forward and a comparison of DHC's results for 2007 to Discovery's results for 2008 would not provide investors with meaningful information regarding changes in financial performance of Discovery from 2007 to 2008.

The information in the DHC historical and DCH historical columns in the following as adjusted financial statements is derived from the historical financial statements of DHC and Discovery Communications, Holding, LLC, respectively. Certain reclassifications, with no impact to operating income, have been made to the 2007 financial information to conform to the 2008 presentation.

                          DISCOVERY COMMUNICATIONS, INC.
              RECONCILIATION OF DISCOVERY HOLDING COMPANY HISTORICAL
                        TO DISCOVERY COMMUNICATIONS, INC.
            (unaudited; amounts in millions, except per share amounts)

                                      Three Months Ended December 31, 2007
                                                           Less:
                                                  Add:    Minority  Discovery
                                    DHC           DCH     Interest     As
                                Historical(a) Historical Adjustment Adjusted
    Revenues:
      Distribution                        $-      $377     $-       $377
      Advertising                          -       377      -        377
      Other                               17       132      -        149
    Total revenues                        17       886      -        903

    Operating costs and expenses:
      Cost of revenues, excluding
       depreciation and
       amortization listed below          16       431      -        447
      Selling, general and
        administrative                     5       347      -        352
      Depreciation and amortization        1        36      -         37
      Exit and restructuring charges       -         4      -          4
      Gains on asset dispositions         (1)        -      -         (1)
    Total operating costs and expenses    21       818      -        839

    Operating (loss) income               (4)       68      -         64
    Other (expense) income:
      Equity in loss of Discovery
       Communications
       Holding, LLC                      (16)        -     16 (b)      -
      Equity in earnings of
       unconsolidated affiliates           -         3      -          3
      Interest expense, net                -       (70)     -        (70)
      Other, net                           2       (12)     -        (10)
    Total other expense, net             (14)      (79)    16        (77)

    Loss from continuing operations
     before income taxes and minority
     interests                           (18)      (11)    16        (13)

    Benefit from (provision for)
     income taxes                          6        (3)     -          3
    Minority interests, net of tax         -        (6)     8 (c)      2

    Loss from continuing operations      (12)      (20)    24         (8)

    Loss from discontinued operations   (158)       (4)     -       (162)

    Net loss                           $(170)     $(24)   $24      $(170)

    Loss per share from continuing
     operations, basic and diluted    $(0.04)                     $(0.03)
    Loss per share from discontinued
     operations, basic and diluted    $(0.56)                     $(0.58)
    Net loss per share, basic and
     diluted                          $(0.60)                     $(0.61)
    Weighted average number of shares
     outstanding, basic and diluted
                                         281                         281

    (a) DHC results of operations include DHC corporate costs and the
        results of Creative Sound Services, with the results of Ascent
        Media Corporation recorded as discontinued operations.
    (b) Represents the elimination of DHC's historical share of earnings
        of DCH for the three months ended December 31, 2007.
    (c) Represents the minority interest expense for the proportion of
        DCH's historical share of earnings not recognized by DHC for the
        three months ended December 31, 2007.



                        DISCOVERY COMMUNICATIONS, INC.
             RECONCILIATION OF DISCOVERY HOLDING COMPANY HISTORICAL
                      TO DISCOVERY COMMUNICATIONS, INC.
           (unaudited; amounts in millions, except per share amounts)

                                    Twelve Months Ended December 31, 2007

                                                           Less:
                                                  Add:    Minority  Discovery
                                    DHC           DCH     Interest     As
                                Historical(a) Historical Adjustment Adjusted
    Revenues:
      Distribution                     $-        $1,477      $-     $1,477
      Advertising                       -         1,345       -      1,345
      Other                            76           305       -        381
    Total revenues                     76         3,127       -      3,203

    Operating costs and expenses:
      Cost of revenues, excluding      60         1,167       -      1,227
      depreciation and amortization
      listed below
      Selling, general and             22         1,296       -      1,318
      administrative
      Depreciation and amortization     3           131       -        134
      Asset impairment                  -            26       -         26
      Exit and restructuring charges    -            20       -         20
      Gains on asset and business
      dispositions                     (1)         (135)      -       (136)
    Total operating costs and
     expenses                          84         2,505       -      2,589

    Operating (loss) income            (8)          622       -        614

    Other income (expense):
      Equity in earnings of Discovery
       Communications Holding, LLC    142             -    (142)(b)      -
      Equity in earnings of
       unconsolidated affiliates        -             9       -          9
      Interest expense, net             -          (249)      -       (249)
      Other, net                        8           (10)      -         (2)

    Total other income (expense),
     net                              150          (250)   (142)      (242)

    Income from continuing
     operations before income
     taxes and minority interests     142           372    (142)       372

    Provision for income taxes        (56)          (77)      -       (133)
    Minority interests, net of tax      -            (8)    (80)(c)    (88)

    Income from continuing operations  86           287    (222)       151

    Loss from discontinued operations,
     net of tax                      (154)          (65)      -       (219)

    Net (loss) income                $(68)         $222   $(222)      $(68)

    Income per share from
     continuing operations,
     basic and diluted              $0.31                            $0.54
    Loss per share from
     discontinued operations,
     basic and diluted             $(0.55)                          $(0.78)
    Net loss per share,
     basic and diluted             $(0.24)                          $(0.24)
    Weighted average number of
     shares outstanding, basic
     and diluted                      281                              281


    (a) DHC results of operations include DHC corporate cost and the
        results of Creative Sound Services, while the results of Ascent
        Media Corporation are included in net loss from discontinued
        operations.
    (b) Represents the elimination of DHC's historical share of earnings
        of DCH for the twelve months ended December 31, 2007.
    (c) Represents the minority interest expense for the proportion of DCH's
        historical share of earnings not recognized by DHC for the twelve
        months ended December 31, 2007.

                       DISCOVERY COMMUNICATIONS, INC.
           RECONCILIATION OF DISCOVERY HOLDING COMPANY HISTORICAL
                      TO DISCOVERY COMMUNICATIONS, INC.
                     (unaudited; amounts in millions)


                                          As of December 31, 2007
                                            Add:     Less: Other
                                 DHC        DCH      Adjustments   Discovery,
                              Historical Historical      (a)      As adjusted
    ASSETS
    Current assets:
      Cash and cash
       equivalents                  $8        $45         $-             $53
      Receivables, net              10        742          -             752
      Content rights, net            -         79          -              79
      Deferred income taxes          -        104          -             104
      Prepaid expenses and
       other current assets          2        107          -             109
      Assets of discontinued
       operations                  352          -       (352)              -
    Total current assets           372      1,077       (352)          1,097

    Investment in Discovery
     Communications Holding,
     LLC                         3,272           -     (3,272)             -
    Investments                      -         101         -             101
    Noncurrent content rights,
     net                             -       1,048        46           1,094
    Property and equipment, net      5         397         -             402
    Goodwill                     1,782       4,870       475           7,127
    Intangible assets, net           1         182       277             460
    Other noncurrent assets          -         285         -             285
    Assets of discontinued
     operations                    434           -      (434)              -
    Total assets                $5,866      $7,960   $(3,260)        $10,566

    LIABILITIES, REDEEMABLE
     INTERESTS IN SUBSIDIARIES,
     AND STOCKHOLDERS' EQUITY
    Current liabilities:
      Accounts payable              $1         $98        $-             $99
      Accrued liabilities            5         435         -             440
      Deferred revenues              -          78         -              78
      Current portion of
       long-term incentive
       plan liability                -         141         -             141
      Current portion of
       long-term debt                -          32         -              32
      Other current liabilities      2          66       115             183
      Liabilities of discontinued
       operations                  112           -      (112)              -
    Total current liabilities      120         850         3             973

    Long-term debt                   -       4,109         -           4,109
    Deferred income taxes        1,227          11    (1,106)            132
    Other noncurrent
     liabilities                     1         233         -             234
    Liabilities of discontinued
     operations                     23           -       (23)              -
    Total liabilities            1,371       5,203    (1,126)          5,448

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

    Stockholders' equity:
      Common stock                   3           -         -               3
      Members' equity                -       2,533    (2,533)              -
      Additional paid-in
       capital                   5,728           -       586           6,314
      Accumulated deficit       (1,253)        185      (185)         (1,253)
      Accumulated other
       comprehensive income
       (loss)                       17         (10)       (2)              5
    Total stockholders'
     equity                      4,495       2,708    (2,134)          5,069
    Total liabilities,
     redeemable interests in
     subsidiaries, and
     stockholders' equity       $5,866      $7,960   $(3,260)        $10,566


    (a) Represents elimination of Ascent Media Corporation, excluding
        Creative Sound Services, as well as DHC's historical investment
        in DCH.



                           DISCOVERY COMMUNICATIONS, INC.
                RECONCILIATION OF DISCOVERY HOLDING COMPANY HISTORICAL
                          TO DISCOVERY COMMUNICATIONS, INC.
                           (unaudited; amounts in millions)

                                      Twelve Months Ended December 31, 2007
                                   DHC As                        Discovery
                                  reported             DCH      As adjusted
     Operating activities
     Net loss                       $(68)               $-           $(68)
     Adjustments to reconcile
      net loss to
      cash provided by
      operating activities           139               459            598
     Changes in operating
      assets and liabilities,
      net of discontinued
      operations                     (13)             (217)          (230)
     Cash provided by
      operating activities            58               242            300

    Investing activities
     Purchases of property and
      equipment                      (47)              (81)          (128)
     Proceeds from asset
      dispositions                     2                 -              2
     Business acquisitions,
      net of cash acquired             -              (306)          (306)
     Proceeds from sale of
      securities                      28                 -             28
     Other investing
      activities, net                  2               (44)           (42)
     Cash used in investing
      activities                     (15)             (431)          (446)

     Financing activities
     Borrowings from long-term
      debt                             -             1,500          1,500
     Net repayments of revolver
      loans                            -                (2)            (2)
     Principal repayments of
      long-term debt                   -                (8)            (8)
     Principal repayments of
      capital lease
      obligations                      -                (6)            (6)
     Repurchase of members'
      interests                        -            (1,285)        (1,285)
     Net cash from stock
      option exercises                13                 -             13
     Other financing
      activities, net                 (1)              (24)           (25)
     Cash provided by
      financing activities            12               175            187

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

     Change in cash and cash
      equivalents                     55                (7)            48
     Cash and cash equivalents
      of discontinued
      operations, beginning of
      period                         153                 -            153
     Cash and cash equivalents
      of continuing
      operations, beginning of
      period                           1                52             53
     Adjustment to remove AMC
      cash                          (201)                -           (201)
     Cash and cash
      equivalents, end of
      period                          $8               $45            $53




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

    CALCULATION OF FREE CASH FLOW

                                 Three Months Ended      Twelve Months Ended
                                     December 31,           December 31,
                                 2008  2007(a)  Change  2008  2007(a)  Change
    Cash provided by
     Operating activities        $146    $141       $5  $569    $300     $269
    Acquisition of property
     and equipment                (18)    (37)      19  (102)   (128)      26
    Free cash flow               $128    $104      $24  $467    $172     $295


    (a) The 2007 results presented are as adjusted.  See page 14 for an
        explanation of how these results have been calculated and why
        management believes this presentation would be meaningful to
        investors.


    RECONCILIATION OF 2009 OUTLOOK TO GAAP MEASURES

                                                           Full Year 2009
    Net income from continuing operation              $475     To       $575
    Interest, net                                      260     To        230
    Depreciation and amortization                      175     To        170
     Other, including amortization of cable
      distribution investments, marked to market
      equity based compensation, restructuring
      costs, equity earnings in unconsolidated
      affiliates, unrealized and realized gains and
      losses from derivatives, income tax expense,
      minority interests in consolidated
      subsidiaries                                     390     To        425
    Adjusted OIBDA                                  $1,300     To     $1,400



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


    BORROWINGS
                                                                 As of
                                                           December 31, 2008

    $1.0 billion Term Loan A, due quarterly to October 2010             $938
    $1.6 billion Revolving Loan, due October 2010                        315
    $1.5 billion Term Loan B, due quarterly September
     2007 to May 2014                                                  1,478
    7.45% Senior Notes, semi-annual interest, due
     September 2009                                                       55
    8.37% Senior Notes, semi-annual interest, due
     March 2011                                                          220
    8.13% Senior Notes, semi-annual interest, due
     September 2012                                                      235
    Floating Rate Senior Notes (3.3% at December 31, 2008), semi-annual
    interest,
     Due December 2012                                                    90
    6.01% Senior Notes, semi-annual interest, due
     December 2015                                                       390
    Obligations under capital leases                                      67
    Other notes payable                                                    1
    Subtotal                                                           3,789
    Current portion                                                     (458)
    Total long-term debt                                               3,331
    Cash and cash equivalents                                            100
    Net debt                                                          $3,231


    SHARE-BASED COMPENSATION
                                               As of January 31, 2009
                                  Total      Weighted     Vested      Weighted
                                  Units       Average     Units        Average
          Long-Term             Outstanding  Exercise  Outstanding    Exercise
       Incentive Plans         (in millions)   Price  (in millions)     Price

    Discovery appreciation plan        20      18.77         -              -

    Stock appreciation rights
      Vesting in March 2009             3      14.40         -              -
      Vesting in March 2010             3      14.40         -              -

    Stock options                      11      14.48         3          13.87
      Total share-based
       compensation plans              37      16.79         3          13.87

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