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Discovery Communications Reports Third Quarter 2008 Results
- Revenues increased to $845 million

SILVER SPRING, Md., Nov. 7 /PRNewswire-FirstCall/ -- Discovery Communications, Inc. (Nasdaq: DISCA, DISCB, DISCK) today reported financial results for the third quarter ended September 30, 2008. The discussion below assumes the transaction between Discovery Holding Company and Advance/Newhouse Programming Partnership that resulted in Discovery Communications becoming a public company, as described in the Other Items section on page 4, 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 13 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 Chief Executive Officer, said, "We are very pleased with the strong performance we delivered in the third quarter, our first as a fully public company. Our ability to generate 11% revenue and 23% Adjusted OIBDA as adjusted (1) growth in these challenging economic and capital market conditions demonstrates the strength of our brands, the diversity of our revenue streams and the global demand for our content. As we move forward as a public company we remain steadfastly focused on delivering leading nonfiction programming that can be leveraged time and again across our domestic and international platforms. With our unique content and our unparalleled global reach, our objective is to continue to grow and enhance value for our stakeholders despite the uncertain economic environment."

Revenues of $845 million increased 11% over the as adjusted (1) third quarter a year ago, primarily driven by 16% growth at International Networks and 6% growth at U.S. Networks. Adjusted Operating Income Before Depreciation and Amortization ("OIBDA") increased 23% to $311 million led by 58% growth at International Networks and 9% growth at U.S. Networks. Adjusted OIBDA margin increased to 37% for the third quarter 2008 from 33% for the same prior year period. We define Adjusted OIBDA as revenue less cost of services and selling, general and administrative expense excluding marked to market equity-based compensation under our long-term incentive plans, amortization of deferred launch incentives, depreciation and amortization, restructuring, and impairment charges.

Third quarter net income from continuing operations of $94 million ($0.31 per share) increased $64 million versus the as adjusted results (1) of $30 million ($0.11 per share) for the third quarter a year ago. The increased results primarily reflect the higher Adjusted OIBDA as well as a $65 million benefit in the current year related to the unrealized change in the fair value of the marked to market equity-based compensation which was an expense of $44 million in the third quarter a year ago.

Free cash flow was $200 million for the third quarter and $339 million for the first nine months of 2008, an increase of $271 million from the as adjusted results (1) for the first nine months of 2007. We define free cash flow as Cash Flows from Operating Activities less Acquisitions of property and equipment.


    (1) See the as adjusted financial statements beginning on page 13 for 2007
results.



    SEGMENT RESULTS

    ($ in millions)           Three Months Ended        Nine Months Ended
                                 September 30,             September 30,
                                    2007                       2007
                                     (As                        (As
                          2008    adjusted)  Change   2008   adjusted) Change

    Revenues (1)(2)(3)
       U.S. Networks
                         $ 498    $   468      6 %  $ 1,526   $ 1,381     10 %
       International
        Networks           300        258     16 %      864       723     20 %
       Commerce,
        Education &
        Other               45         35     29 %      126       134     (6%)
       Corporate             2         (1)    N/M        23        --     N/M

                         $ 845    $   760     11 %  $ 2,539   $ 2,238     13 %

    Adjusted OIBDA (1)(2)(3)
       U.S. Networks    $  257   $    235      9 %  $   811   $   698     16 %
       International
        Networks           103         65     58 %      280       173     62 %
       Commerce,                              N/M
        Education &
        Other                5         (3)                2         4    (50%)
       Corporate           (54)       (44)   (23%)     (145)     (136)    (7%)
                        $  311   $    253     23 %  $   948   $   739     28 %

(1) 2007 excludes Travel Channel results through its disposition on May 14, 2007. See the supplemental financial schedules on page 10 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 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

    ($ in millions)           Three Months Ended        Nine Months Ended
                                 September 30,             September 30,
                                    2007                       2007
                                    (As                        (As
                        2008     adjusted)  Change   2008    adjusted) Change
    Revenues
       Advertising    $  249   $    238      5 %   $  776   $    710      9 %
       Distribution      231        213      8 %      691        631     10 %
       Other              18         17      6 %       59         40     48 %
                      $  498   $    468      6 %   $1,526   $  1,381     10 %

    Adjusted OIBDA    $  257   $    235      9 %   $  811   $    698     16 %

    Adjusted OIBDA
     Margin               52 %       50 %              53 %       51 %

U.S. networks' revenue in the third quarter of 2008 increased 6% to $498 million primarily driven by distribution and advertising revenue growth. Distribution revenue grew 8% largely from higher rates across the fully distributed networks, subscriber growth at the emerging networks and lower launch-support amortization. Advertising revenue increased 5% from higher sellouts and pricing, partially offset by lower ratings at TLC and Discovery Channel.

Adjusted OIBDA increased 9% to $257 million reflecting the 6% revenue growth and flat operating expenses as lower marketing costs on Discovery Channel, TLC and Animal Planet were offset by continued investment in digital media as well as by slightly higher programming expenses. The increase in programming costs during the quarter primarily reflects a content impairment charge of $17 million related to the management team reorganization at TLC and higher programming costs at Discovery, Science and Planet Green, mostly offset by a $20 million decrease in content amortization as a result of the impairment charge recorded in the fourth quarter of 2007.



    International Networks

    ($ in millions)           Three Months Ended        Nine Months Ended
                                 September 30,             September 30,
                                    2007                       2007
                                    (As                        (As
                         2008    adjusted)  Change   2008    adjusted) Change
    Revenues
       Advertising    $   83   $     83      0 %   $  237   $    218      9 %
       Distribution      188        154     22 %      548        447     23 %
       Other              29         21     38 %       79         58     36 %
                      $  300   $    258     16 %   $  864   $    723     20 %

    Adjusted OIBDA    $  103   $     65     58 %   $  280   $    173     62 %

    Adjusted OIBDA
     Margin               34 %       25 %              32 %       24 %

International networks' revenue for the third quarter increased 16% to $300 million led by 22% distribution revenue growth primarily from subscriber increases in EMEA (Europe (excluding U.K.), Middle East and Africa) and Latin America. Advertising revenue was flat as strong growth in EMEA and Latin America from increased volume and higher rates was offset by lower advertising revenue in the U.K. due to an interpretation of a contract provision resulting in a limitation in our ability to monetize our audience. Excluding the U.K., advertising revenue increased 29% over the third quarter a year ago at International networks. The quarter also included 38% growth in other revenue driven by the sale of Discovery programs in the U.K. and by Antenna Audio's expanded client base.

Adjusted OIBDA increased 58% to $103 million reflecting the 16% revenue growth, partially offset by 2% higher operating expenses primarily a result of increased programming expenses. Excluding the impact of foreign currency fluctuations, revenues increased 13% and Adjusted OIBDA increased 50% versus the third quarter of 2007.


    Commerce, Education and Other

    ($ in millions)         Three Months Ended         Nine Months Ended
                              September 30,               September 30,
                                   2007                       2007
                                   (As                        (As
                        2008     adjusted) Change    2008   adjusted)  Change

    Revenues          $   45   $     35     29 %   $  126   $    134     (6%)

    Adjusted OIBDA    $    5   $     (3)    N/M    $    2   $      4    (50%)


    Adjusted OIBDA
     Margin              11 %       N/M               N/M         3 %

Commerce, Education and Other revenue increased 29% to $45 million and Adjusted OIBDA increased to $5 million as compared with an Adjusted OIBDA loss of $3 million in the third quarter a year ago. The $8 million increase in Adjusted OIBDA was primarily due to higher education revenues from the streaming of new products as well as sponsorship and licensing deals. Additionally, the quarter included license revenues from When We Left Earth as well as DVD sales under the Blockbuster agreement announced during the second quarter.

The current quarter also included revenues of $20 million and Adjusted OIBDA of $2 million for Creative Sound Services which is included for the full quarter in 2008 following the transaction described in Other Items. This compares with revenues of $15 million and an Adjusted OIBDA loss of $1 million in 2007. For the nine months ended September 30, 2008 revenues were $56 million and Adjusted OIBDA was $2 million as compared with revenues of $59 million and Adjusted OIBDA of $2 million for the nine months ended September 30, 2007.

Corporate

Corporate expenses increased $13 million to $56 million in the third quarter, primarily due to costs associated with the transaction described in Other Items as well as $4 million in costs related to the formation of 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, LLC ("Discovery") with Advance/Newhouse's approximate 33% interest in Discovery. Included in the transaction, DHC spun- off its interests in Ascent Media Corporation except for certain businesses that provide sound-related services which remain with Discovery Communications. As a result of the transaction, DHC ceased to be a reporting company and Discovery Communications, Inc. 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 Discovery 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-Q filed with the Securities and Exchange Commission on November 7, 2008 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 13 for a reconciliation of DHC's previously reported results to as adjusted financial statements for 2007.

FULL YEAR 2008 OUTLOOK

For the full year ended December 31, 2008, Discovery Communications expects total revenue between $3,440 million and $3,485 million, Adjusted OIBDA between $1,255 million and $1,305 million and net income from continuing operations of $300 million to $340 million. Our outlook incorporates current foreign exchange rates for revenues and expenses and current share price for marked to market equity based compensation calculations.

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 cost of revenue and selling, general and administrative expense excluding marked to market equity- based compensation under our long-term incentive plans and amortization of deferred launch incentives. The Company excludes equity-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 10 for reconciliations to GAAP measures.

2007 Results

See page 13 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-Q filed with the Securities and Exchange Commission on November 7, 2008 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 13 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 third quarter 2008 results. To listen to the call, visithttp://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 Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 6, 2008 and its Quarterly Report on Form 10-Q filed with the SEC on November 7, 2008. 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," "estimate," "expect," "intend," "may," "should," "will" and "would" or similar words. Forward-looking statements in this release include, without limitation, the full year 2008 outlook. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.



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


                                          Three Months         Nine Months
                                             Ended                Ended
                                          September 30,        September 30,
                                         2008     2007(a)     2008    2007(a)

    Revenues
    Advertising                       $   332   $     --    $ 1,014   $   --

    Distribution                          419         --      1,239       --

    Other                                  94         15        286       59
    Total revenues                        845         15      2,539       59


    Cost of revenues                      262         11        758       37
    Selling, general and
     administrative                       224          7        845       24
    Depreciation and amortization          50          1        146        2
    Exit and restructuring costs           13         --         17       --
    Total operating costs and
     expenses                             549         19      1,766       63
    Operating income (loss)               296         (4)       773       (4)

    Other (expense) income
    Equity in earnings of
    Discovery Communications               --         10         --      158
    Holding, LLC
    Equity in loss of
     unconsolidated affiliates             (1)        --         (2)      --
    Interest expense, net                 (61)        --       (196)      --

    Other, net                             (7)        --         (2)       6
    Total other (expense) income,
     net                                  (69)        10       (200)     164

    Income from continuing
     operations before income
     taxes and minority interest           227          6        573      160
    Provision for income taxes             (93)        (4)      (285)     (62)

    Minority interests in
     consolidated subsidiaries,
     net of tax                           (40)        --       (119)      --
    Net income from continuing
     operations                            94          2        169       98

    Net income from discontinued
     operations                            40          5         42        4

    Net Income                        $   134   $      7    $   211   $  102

    Net Income Per Common Share
       Basic and fully diluted:
           Net income from
            continuing operations     $  0.31   $   0.01    $  0.59   $ 0.35
           Net income from
            discontinued operations      0.13       0.02       0.15     0.01
           Net income                 $  0.44   $   0.03    $  0.74   $ 0.36

    Basic and fully diluted
     average shares outstanding           302        280        287      280

(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 Discovery using the equity method. See page 14 for the as adjusted statement of operations for the three months ended September 30, 2007 and page 15 for the as adjusted statement of operations for the nine months ended September 30, 2007.



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



                                             September 30,       December 31,
                                                     2008             2007(a)
    ASSETS
    Current assets
       Cash and cash equivalents            $          92     $            8
       Accounts receivable, net                       764                 10
       Content rights, net                             79                 --
       Other current assets                           171                  2
       Assets of discontinued
        operations                                     --                352
    Total current assets                            1,106                372

    Investment in Discovery                            --              3,272
    Communications Holdings, LLC
    Investments in and advances to
     unconsolidated affiliates                         80                 --
    Noncurrent content rights, net                  1,149                 --
    Property and equipment, net                       412                  5
    Goodwill and intangibles                        7,488              1,783
    Other assets                                      210                 --
    Assets of discontinued operations                  --                434
    Total assets                            $      10,445     $        5,866

    LIABILITIES, REDEEMABLE INTERESTS
    IN SUBSIDIARIES, AND
    STOCKHOLDER'S EQUITY
    Current liabilities
       Accounts payable and accrued
        liabilities                         $         418     $            6
       Current portion of long-term
        debt                                          349                 --
       Other current liabilities                      253                  2
       Liabilities of discontinued
        operations                                     --                112
    Total current liabilities                       1,020                120

    Long-term debt                                  3,555                 --
    Derivative financial instruments                   48                 --
    Other liabilities                                 254              1,228
    Liabilities of discontinued
     operations                                        --                 23
           Total liabilities                        4,877              1,371

    Redeemable interests in
     subsidiaries                                      49                 --

    Stockholder's equity
       Preferred stock                                  2                 --
       Common stock                                     3                  3
       Additional paid-in capital                   6,559              5,728
       Accumulated deficit                         (1,042)            (1,253)
       Accumulated other                               (3)                17
        comprehensive (loss) income
           Total stockholder's equity               5,519              4,495
    Total liabilities, redeemable
     interests in subsidiaries, and
     stockholder's equity                   $      10,445     $        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 Discovery using the equity method. See page 16 for the December 31, 2007 as adjusted balance sheets.



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



                                                         Nine Months Ended
                                                            September 30,
                                                        2008          2007(a)
    Cash Flows from Operating Activities
    Net income                                $          211   $         102
    Adjustments to reconcile net income
     to cash provided by operating
     activities
       Depreciation and amortization                     248              50
       Share-based compensation                          (47)              2
       Equity in earnings of Discovery
        Communications Holding, LLC                       --            (158)
       Equity in loss of unconsolidated
        affiliates                                         2              --
       Deferred income taxes                             122              63
       Minority interests in consolidated
        subsidiaries, net of tax                         119              --
       Gain on dispositions                              (76)             --
       Other charges                                       7              (8)
       Changes in operating assets and
        liabilities, net of Ascent Media
       Corporation spin-off
           Accounts receivable, net                      (29)             (4)
           Content rights, net                           (74)             --
           Accounts payable and accrued                  (18)            (10)
            liabilities
           Other, net                                    (42)             (4)
    Cash provided by operating activities                423              33

    Cash Flows from Investing Activities
    Net cash acquired from Newhouse
     Transaction                                          45              --
    Business acquisitions, net of cash
     acquired                                             (8)             --
    Acquisitions of property and
     equipment                                           (84)            (36)
    Proceeds from sale of securities                      24              --
    Proceeds from dispositions                           139              --
    Other investing activities, net                       --               2
    Cash provided by (used in) investing                 116             (34)
     activities

    Cash Flows from Financing Activities
    Ascent Media Corporation spin-off                   (356)             --
    Net repayments on revolver loan                      (80)             --
    Principal payments of long-term debt                (200)             --
    Payments of capital leases                           (12)             --
    Net cash from option exercises                        --               4
    Other financing activities, net                      (10)             --
    Cash (used in) provided by financing
     activities                                         (658)              4

    Effect of exchange rate changes on
     cash and cash equivalents                             2              --
    Change in Cash and Cash Equivalents                 (117)              3
    Cash and cash equivalents of
     discontinued operations, beginning of
     period                                              201             153
    Cash and cash equivalents of
     continuing operations, beginning of
     period                                                8               1
    Cash and Cash Equivalents, End of
     Period                                   $           92   $         157

(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 Discovery using the equity method. See page 17 for the nine months ended September 30, 2007 as adjusted statement of cash flows.



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


                                    Nine Months Ended September 30, 2007(a)
                             US Networks                         US Networks
                               excluding                           including
                                  Travel          Travel              Travel
                                 Channel         Channel             Channel

    Revenues
       Advertising    $              710   $          40    $            750
                                     631              22                 653
    Distribution
       Other                          40              --                  40
           Total
            revenues  $            1,381   $          62    $          1,443

    Adjusted OIBDA    $              698   $          20    $            718



                                 Nine Months Ended September 30, 2007(a)
                                   Total                               Total
                                 Company                             Company
                               excluding                           including
                                  Travel          Travel              Travel
                                 Channel         Channel             Channel

    Revenues
       Advertising    $              928   $          40    $            968
                                   1,078              22               1,100
    Distribution
       Other                         232              --                 232
           Total
            revenues  $            2,238   $          62    $          2,300

    Adjusted OIBDA    $              739   $          20    $            759

(a) The 2007 results presented are as adjusted. See page 13 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 September 30, 2008

                      Adjusted
                       Operat-
                        ing                  Amort-
                       Income               ization     Marked
                       Before                 of          to
                       Depre-      Depre-    cable      Market
                      ciation     ciation    distri-    Equity-
                        and         and      bution     based         Operat-
                       Amort-      Amort-    invest-    Compen- Other   ing
                      ization     ization     ments     sation   (b)   Income


    U.S. Networks $      257   $    (12) $     (6)  $     --   $(13)   $ 226

    International
    Networks             103        (12)      (11)        --     --       80
    Commerce,
     Education and
     Other                 5         (2)       --         --     --        3
    Corporate            (54)       (24)       --         65     --      (13)

           Total  $      311   $    (50) $    (17)  $     65   $(13)   $ 296




                           Three Months Ended September 30, 2007(a)

                      Adjusted
                       Operat-
                        ing                  Amort-
                       Income               ization     Marked
                       Before                 of          to
                       Depre-      Depre-    cable      Market
                      ciation     ciation    distri-    Equity-
                        and         and      bution     based         Operat-
                       Amort-      Amort-    invest-    Compen- Other   ing
                      ization     ization     ments     sation   (c)   Income

    U.S. Networks $      235   $     (6) $    (13)  $     --   $ --    $ 216
    International
    Networks              65         (9)      (11)        --     --       45
    Commerce,
     Education and
     Other                (3)        (2)       --         --     --       (5)
    Corporate            (44)       (15)       --        (44)    (4)    (107)

           Total  $      253   $    (32) $    (24)  $    (44)  $ (4)   $ 149

(a) The 2007 results presented are as adjusted and include Travel Channel results. See page 13 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 September 30, 2008, Other includes costs primarily related to employee relocation and termination of a production agreement.

(c) For the three months ended September 30, 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)


                             Nine Months Ended September 30, 2008

                      Adjusted
                       Operat-
                        ing                  Amort-
                       Income               ization     Marked
                       Before                 of          to
                       Depre-      Depre-    cable      Market
                      ciation     ciation    distri-    Equity-
                        and         and      bution     based         Operat-
                       Amort-      Amort-    invest-    Compen- Other   ing
                      ization     ization     ments     sation   (b)   Income

    U.S. Networks $      811   $    (40) $    (26)  $     --   $(13)   $ 732

    International
    Networks             280        (32)      (33)        --     --      215
    Commerce,
     Education and
     Other                 2         (7)       --         --     (4)      (9)
    Corporate           (145)       (67)       --         47     --     (165)

           Total  $      948   $   (146) $    (59)  $     47   $(17)   $ 773




                            Nine Months Ended September 30, 2007(a)

                      Adjusted
                       Operat-
                        ing                  Amort-
                       Income               ization     Marked
                       Before                 of          to
                       Depre-      Depre-    cable      Market
                      ciation     ciation    distri-    Equity-
                        and         and      bution     based         Operat-
                       Amort-      Amort-    invest-    Compen- Other   ing
                      ization     ization     ments     sation   (c)   Income

    U.S. Networks $      718   $    (19) $    (42)  $     --   $ --    $ 657
    International
    Networks             173        (26)      (33)        --     --      114
    Commerce,
     Education and
     Other                 4        (13)       --         --    (26)     (35)
    Corporate           (136)       (39)       --       (129)   119     (186)

           Total  $      759   $    (97) $    (75)  $   (129)  $ 93    $ 550

(a) The 2007 results presented are as adjusted and include Travel Channel results. See page 13 for an explanation of how these results have been calculated and why management believes this presentation would be meaningful to investors.

(b) For the nine months ended September 30, 2008, Other at U.S. Networks includes costs primarily 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 nine months ended September 30, 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 transaction between DHC and Advance/Newhouse, as well as Discovery Communication's exchange of the Travel Channel, 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-Q filed with the Securities and Exchange Commission on November 7, 2008 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 Communications, the reporting successor to DHC. Discovery Communications will be the reporting entity going forward and a comparison of DHC's results for 2007 to Discovery Communications' results for 2008 would not provide investors with meaningful information regarding changes in financial performance of Discovery Communications from 2007 to 2008.

The information in the Discovery Holding Company historical and Discovery Communications historical columns in the following as adjusted financial statements is derived from the historical financial statements of Discovery Holding Company and Discovery Communications, 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.
                         SUPPLEMENTAL FINANCIAL DATA
            RECONCILIATION OF DISCOVERY HOLDING COMPANY HISTORICAL
                         TO DISCOVERY COMMUNICATIONS
            (unaudited; amounts in millions, except share amounts)


                                 Three Months Ended September 30, 2007


                                          Add:                       Dis-
                                          Dis-                      covery
                                         covery          Less:      Communi-
                                DHC      Communi-      Minority     cations,
                             Historical  cations       Interest      Inc.
                                (a)     Historical    Adjustment  as adjusted

    Revenues
    Advertising                $--         $321          $--         $321
    Distribution                --          367           --          367
    Other                       15           57           --           72
    Total revenues              15          745           --          760

    Cost of revenues            11          239           --          250
    Selling, general and
     administrative              7          318           --          325
    Depreciation and
     amortization                1           31           --           32
    Exit and restructuring
     costs                      --            4           --            4
    Total operating costs
     and expenses               19          592           --          611
    Operating (loss) income     (4)         153           --          149

    Other income (expense)
    Equity in earnings of
     unconsolidated affiliates  10            2          (10) (b)       2
    Interest expense, net       --         (72)           --          (72)
    Other, net                  --          (4)           --           (4)
    Total other income
     (expense), net             10         (74)          (10)         (74)

    Income from continuing
     operations before income
     taxes and minority
     interests                   6          79           (10)          75
    Provision for income taxes  (4)        (34)                       (38)
    Minority interests in
     consolidated subsidiaries,
     net of tax                 --          (1)           (6) c)       (7)
    Net income from
     continuing operations       2          44           (16)          30

    Net income (loss)
     from discontinued
     operations                  5         (28)           --          (23)

    Net income                  $7          16           (16)           7

    Net income per share from
     continuing operations,
     basic and fully
     diluted                 $0.01                                  $0.11
    Net income per share from
     discontinued operations,
     basic and fully diluted  0.02                                  (0.08)
    Net income per share,
     basic and fully diluted  0.03                                  $0.03

    Average shares outstanding,
     basic and fully
     diluted                   280                                    280

(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 Discovery for the three months ended September 30, 2007.

(c) Represents the minority interest expense for the proportion of Discovery's historical share of earnings not recognized by DHC for the three months ended September 30, 2007.



                        DISCOVERY COMMUNICATIONS, INC.
                         SUPPLEMENTAL FINANCIAL DATA
                RECONCILIATION OF DISCOVERY HOLDING COMPANY TO
                           DISCOVERY COMMUNICATIONS
            (unaudited; amounts in millions, except share amounts)

                                   Nine Months Ended September 30, 2007

                                          Add:                       Dis-
                                          Dis-                      covery
                                         covery          Less:      Communi-
                                DHC      Communi-      Minority     cations,
                             Historical  cations       Interest       Inc.
                                (a)     Historical    Adjustment  as adjusted

    Revenues
    Advertising                $--         $968          $--         $968
    Distribution                --        1,100           --        1,100
    Other                       59          173           --          232
    Total revenues              59        2,241           --        2,300

    Cost of revenues            37          736           --          773
    Selling, general and
     administrative             24          949           --          973
    Depreciation and
     amortization                2           95           --           97
    Exit and restructuring
     costs                      --           16           --           16
    Asset Impairment            --           26           --           26
    Gain from disposition
     of business                --         (135)          --         (135)
    Total operating costs
     and expenses               63        1,687           --        1,750
    Operating income (loss)     (4)         554           --          550

    Other income (expense)
    Equity in earnings of
     unconsolidated
     affiliates                158            6          (158) (b)      6
    Interest expense, net       --         (179)           --        (179)
    Other, net                   6            2            --           8
    Total other income
     (expense), net            164         (171)         (158)       (165)

    Income from continuing
     operations before
     income taxes and
     minority                  160          383          (158)        385
    Provision for income
     taxes                     (62)         (74)           --        (136)
    Minority interests in
     consolidated subsidiaries,
     net of tax                 --           (2)          (88) (c)    (90)
    Net income from
     continuing operations      98          307          (246)        159


    Net income (loss)
     from discontinued
     operations                  4          (61)           --         (57)

    Net income                $102          246        (246)          102

    Net income per share
     from continuing
     operations, basic
     and fully diluted       $0.35                                  $0.57
    Net income per share
     from discontinued
     operations, basic
     and fully                0.01                                  (0.21)
    Net income per share,
     basic and fully diluted $0.36                                  $0.36

    Average shares
     outstanding, basic
     and fully diluted         280                                    280

(a) DHC results of operations include DHC corporate cost 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 Discovery for the nine months ended September 30, 2007.

(c) Represents the minority interest expense for the proportion of Discovery's historical share of earnings not recognized by DHC for the nine months ended September 30, 2007.



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

                                      As of December 31, 2007

                              Dis-
                              covery      Add:                   Dis-
                              Hold-       Dis-                   covery
                              ing         covery        Less:    Communi-
                              Com-        Communi-      Other    cations,
                              pany        cations       Adjust-    Inc.
                              Histor-     Histor-       ments       as
                              ical        ical           (a)     adjusted

    ASSETS
    Current assets
    Cash and cash equivalents   $8          $45          $--          $53
    Accounts receivable, net    10          742           --          752
    Content rights, net         --           79           --           79
    Other current assets         2          211           --          213
    Assets of discontinued
     operations                352           --        (352)           --
    Total current assets       372        1,077        (352)        1,097

    Investment in and
     advances to
     unconsolidated
     affiliates              3,272          101      (3,272)          101
    Noncurrent content
     rights, net                --        1,048          46         1,094
    Property and equipment,
     net                         5          397          --           402
    Goodwill and other
     intangibles, net        1,783        5,052         752         7,587
    Other 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 STOCKHOLDER'S EQUITY
    Current liabilities
    Accounts payable and
     accrued liabilities        $6         $533         $--          $539
    Current portion of
     long-term debt             --          275          --           275
    Other current liabilities    2          285         115           402
    Liabilities of discontinued
     operations                112           --        (112)            -
    Total current liabilities  120        1,093           3         1,216

    Long-term debt              --        3,866          --         3,866
    Derivative financial
     instruments                --           49          --            49
    Other liabilities        1,228          195      (1,106)          317
    Liabilities of
     discontinued operations    23           --         (23)           --
    Total liabilities        1,371        5,203      (1,126)        5,448

    Redeemable interests
     in subsidiaries            --           49          --            49

    Stockholder's equity
    Preferred stock             --           --          --            --
    Common stock                 3           --          --             3
    Members' equity             --        2,534      (2,534)           --
    Additional paid-in
     capital                 5,728           --         586         6,314
    Accumulated deficit     (1,253)         184        (184)       (1,253)
    Accumulated other
     comprehensive income
     (loss)                     17          (10)         (2)            5
    Total stockholder's
     equity                  4,495        2,708      (2,134)        5,069
    Total liabilities,
     redeemable interests
     in subsidiaries,
     and stockholder's
     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 Discovery.



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

                                      Nine Months Ended September 30, 2007

                                                     Add:           Dis-
                                                     Dis-          covery
                                      Discovery     covery         Communi-
                                       Holding      Communi-       cations,
                                       Company      cations          Inc.
                                      Historical   Historical    as adjusted

    Cash Provided By Operating         $    33    $       126   $        159
    Activities

    Investing Activities
    Business acquisitions, net of           --            (12)           (12)
     cash acquired
    Acquisition of property and            (36)           (55)           (91)
     equipment
    Redemption of interests in              --            (44)           (44)
     subsidiaries
    Other investing activities,              2             --              2
     net
    Cash provided by (used in)         $   (34)   $      (111)  $       (145)
     investing activities

    Financing Activities
    Net borrowings on revolver              --          1,332          1,332
     loan
    Payments of capital leases              --             (5)            (5)
    Repurchase of member interest           --         (1,322)        (1,322)
    Other financing activities,              4            (24)           (20)
     net
    Cash provided by (used in)         $     4    $       (19)  $        (15)
     financing activities

    Effect of exchange rate
     changes on cash and cash
     equivalents                            --              7              7
    Change in Cash and Cash                  3              3              6
    Equivalents
    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
    Ascent Media Corporation cash,          --             --           (157)
     as adjusted
    Cash and Cash Equivalents, End     $   157    $        55   $         55
     of Period



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

    CALCULATION OF FREE CASH FLOW


                             Three Months Ended         Nine Months Ended
                                September 30,               September 30,
                           2008   2007(a)  Change      2008   2007(a) Change

    Cash provided by      $ 241    $ 163    $  78    $  423   $  159   $ 264
    operating activities
    Acquisition of         (41)      (30)     (11)      (84)     (91)      7
    property and
    equipment
    Free cash flow        $ 200    $ 133    $  67    $  339   $   68   $ 271

(a) The 2007 results presented are as adjusted. See page 13 for an explanation of how these results have been calculated and why management believes this presentation would be meaningful to investors.


    RECONCILIATION OF 2008 OUTLOOK TO GAAP MEASURES


                                                           Full Year 2008
    Net income from continuing operations ....         $  300    To    $ 340
    Interest, net ............................            265    To      255
    Depreciation and amortization ............            190    To      190
    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                            500    To      520
    Adjusted OIBDA ...........................       $  1,255    To  $ 1,305



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

    BORROWINGS
                                                                September 30,
                                                                    2008
    $1.0 billion Term Loan A, due quarterly December 2008
     to October 2010                                              $    1,000
    $1.6 billion Revolving loan, due October 2010                        340
    Euro 260 million Revolving loan, due April 2009                       11
    $1.5 billion Term Loan B, due quarterly September
     2007 to May 2014                                                  1,481
    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, semi-annual interest, due
     December 2012                                                        90
    6.01% Senior Notes, semi-annual interest, due
     December 2015                                                       390
    Obligations under capital leases                                      81
    Other notes payable                                                    1
         Total debt                                               $    3,904
    Cash and cash equivalents                                            (92)
         Net debt                                                 $    3,812



    LONG-TERM INCENTIVE PLANS
                                           As of October 31, 2008

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


    October 2005
    Discovery
    Appreciation Plan               20.8      $18.97         --           --

    October 2008 Stock
     Appreciation Rights
         Vesting in March 2009       2.6      $14.45         --           --
         Vesting in March 2010       2.6      $14.45         --           --

    October 2008 Options             9.5      $15.24        3.0       $16.59
          Total long-term
           incentive plans          35.5      $16.22        3.0       $16.59


SOURCE Discovery Communications, Inc.

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