NOTE 3. INVESTMENTS
The Company’s equity investments consisted of the following (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
|
Balance Sheet Location
|
|
Ownership
|
|
June 30, 2020
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
Equity method investments:
|
|
|
|
|
|
|
|
|
nC+
|
|
Equity method investments
|
|
32%
|
|
$
|
173
|
|
|
$
|
182
|
|
Discovery Solar Ventures, LLC (a)
|
|
Equity method investments
|
|
N/A
|
|
88
|
|
|
92
|
|
All3Media
|
|
Equity method investments
|
|
50%
|
|
40
|
|
|
75
|
|
Other
|
|
Equity method investments
|
|
|
|
229
|
|
|
219
|
|
Total equity method investments
|
|
|
|
|
|
530
|
|
|
568
|
|
|
|
|
|
|
|
|
|
|
Common stock investments with readily determinable fair values
|
|
Other noncurrent assets
|
|
|
|
36
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
Equity investments without readily determinable fair values:
|
|
|
|
|
|
|
|
|
Group Nine Media (b)
|
|
Other noncurrent assets
|
|
25%
|
|
266
|
|
|
256
|
|
Formula E (c)
|
|
Other noncurrent assets
|
|
25%
|
|
65
|
|
|
65
|
|
Other
|
|
Other noncurrent assets
|
|
|
|
200
|
|
|
193
|
|
Total equity investments without readily determinable fair values
|
|
|
|
|
|
531
|
|
|
514
|
|
Total investments
|
|
|
|
|
|
$
|
1,097
|
|
|
$
|
1,133
|
|
|
|
|
|
|
|
|
|
|
(a) Discovery Solar Ventures, LLC invests in limited liability companies that sponsor renewable energy projects related to solar energy. These investments are considered variable interest entities ("VIEs") of the Company and are accounted for under the equity method of accounting using the Hypothetical Liquidation at Book Value ("HLBV") methodology for allocating earnings.
|
|
|
|
|
|
|
|
|
(b) Overall ownership percentage for Group Nine Media is calculated on an outstanding shares basis. The amount shown herein includes a $10 million note receivable balance.
|
|
|
|
|
|
|
|
|
(c) Ownership percentage for Formula E includes holdings accounted for as an equity method investment and holdings accounted for as an equity investment without a readily determinable fair value.
|
|
|
|
|
|
|
|
|
Equity Method Investments
Investments in equity method investees are those for which the Company has the ability to exercise significant influence but does not control and is not the primary beneficiary. The Company had no impairment losses for the six months ended June 30, 2020. The Company recorded impairment losses of $4 million for the three and six months ended June 30, 2019, because the change in value was considered other-than-temporary. The impairment losses are reflected as a component of loss from equity investees on the Company's consolidated statement of operations.
With the exception of nC+, the carrying values of the Company’s equity method investments are consistent with its ownership in the underlying net assets of the investees. A portion of the purchase price associated with the investment nC+ was attributed to amortizable intangible assets, which is included in its carrying value. Earnings from nC+ were reduced by the amortization of these intangibles of $5 million and $4 million during the six months ended June 30, 2020 and 2019, respectively. Amortization that reduces the Company's equity in earnings of nC+ for future periods is expected to be $52 million.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Certain of the Company's other equity method investments are VIEs, for which the Company is not the primary beneficiary. As of June 30, 2020, the Company’s maximum exposure for all its unconsolidated VIEs, including the investment carrying values and unfunded contractual commitments made on behalf of VIEs, was approximately $286 million. The Company's maximum estimated exposure excludes the non-contractual future funding of VIEs. The aggregate carrying values of these VIE investments were $164 million as of June 30, 2020 and $160 million as of December 31, 2019. The Company recognized its portion of VIE operating results with net losses of $13 million and $9 million for the three months ended June 30, 2020 and 2019, respectively, and net losses of $22 million and $6 million for the six months ended June 30, 2020 and 2019, respectively, in loss from equity investees, net on the consolidated statements of operations.
Common Stock Investments with Readily Determinable Fair Value
Investments in entities or other securities in which the Company has no control or significant influence, is not the primary beneficiary, and have a readily determinable fair value are classified as equity investments with readily determinable fair value. Gains and losses are recorded in other (expense) income, net on the consolidated statements of operations.
The Company owns shares of common stock of Lions Gate Entertainment Corp. ("Lionsgate"), an entertainment company. The gains and losses related to the Company's common stock investments with readily determinable fair values for the three and six months ended June 30, 2020 and 2019 are summarized in the table below (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Net income (losses) recognized during the period on equity securities
|
|
$
|
7
|
|
|
$
|
(17)
|
|
|
$
|
(15)
|
|
|
$
|
(17)
|
|
Less: Net losses (gains) recognized on equity securities sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Unrealized income (losses) recognized during reporting period on equity securities still held at the reporting date
|
|
$
|
7
|
|
|
$
|
(17)
|
|
|
$
|
(15)
|
|
|
$
|
(17)
|
|
Formerly, the Company hedged 50% of the Lionsgate shares with an equity collar (the "Lionsgate Collar") and pledged those shares as collateral to the derivative counterparty with changes in fair value reflected as a component of other (expense) income, net on the consolidated statements of operations. (See Note 8.) During the three months ended March 31, 2020, tranches 2 and 3 of the Lionsgate Collar, which covered the remaining hedged shares, were terminated. The Company received cash of $44 million and recognized a gain of $7 million, which represents the difference between the carrying value and the fair value of the hedged shares, upon termination. The gain is included in other (expense) income, net on the consolidated statements of operations.
Equity investments without readily determinable fair values assessed under the measurement alternative
Equity investments without readily determinable fair value include ownership rights that either (i) do not meet the definition of in-substance common stock or (ii) do not provide the Company with control or significant influence and these investments do not have readily determinable fair values.
During the six months ended June 30, 2020, the Company invested $9 million in various equity investments without readily determinable fair values and concluded that its other equity investments without readily determinable fair values had decreased $2 million in fair value as the result of observable price changes in orderly transactions for the identical or a similar investment of the same issuer. As of June 30, 2020, the Company had recorded cumulative upward adjustments of $9 million and cumulative impairments of $2 million for its equity investments without readily determinable fair values.
NOTE 4. FAIR VALUE MEASUREMENTS
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities carried at fair value are classified in the following three categories:
|
|
|
|
|
|
|
|
|
Level 1
|
–
|
Quoted prices for identical instruments in active markets.
|
Level 2
|
–
|
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
|
Level 3
|
–
|
Valuations derived from techniques in which one or more significant inputs are unobservable.
|
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The tables below present assets and liabilities measured at fair value on a recurring basis (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
|
|
|
Category
|
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
Time deposits
|
|
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Treasury securities
|
|
Cash and cash equivalents
|
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
Prepaid expenses and other current assets
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
Company-owned life insurance contracts
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Mutual funds
|
|
Other noncurrent assets
|
|
194
|
|
|
—
|
|
|
—
|
|
|
194
|
|
Company-owned life insurance contracts
|
|
Other noncurrent assets
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
Total
|
|
|
|
$
|
705
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
757
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation plan
|
|
Accrued liabilities
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23
|
|
Deferred compensation plan
|
|
Other noncurrent liabilities
|
|
207
|
|
|
—
|
|
|
—
|
|
|
207
|
|
Total
|
|
|
|
$
|
230
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
Category
|
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
Time deposits
|
|
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
Prepaid expenses and other current assets
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
Company-owned life insurance contracts
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Mutual funds
|
|
Other noncurrent assets
|
|
192
|
|
|
—
|
|
|
—
|
|
|
192
|
|
Company-owned life insurance contracts
|
|
Other noncurrent assets
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
Total
|
|
|
|
$
|
203
|
|
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
262
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation plan
|
|
Accrued liabilities
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24
|
|
Deferred compensation plan
|
|
Other noncurrent liabilities
|
|
209
|
|
|
—
|
|
|
—
|
|
|
209
|
|
Total
|
|
|
|
$
|
233
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
233
|
|
Equity securities include investments in mutual funds held in separate trusts, which are owned as part of the Company's supplemental retirement plans, and company-owned life insurance contracts. The fair value of Level 1 equity securities was determined by reference to the quoted market price per share in active markets multiplied by the number of shares held without consideration of transaction costs. The fair value of the deferred compensation plan liability was determined based on the fair value of the related investments elected by employees. Changes in the fair value of the investments are offset by changes in the fair value of the deferred compensation obligation. Company-owned life insurance contracts are recorded at their cash surrender value, which approximates fair value (Level 2).
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In addition to the financial instruments listed in the tables above, the Company has other financial instruments, including cash deposits, accounts receivable, accounts payable, and senior notes. The carrying values for such financial instruments, other than the senior notes, each approximated their fair values as of June 30, 2020 and December 31, 2019. The estimated fair value of the Company’s outstanding senior notes using quoted prices from over-the-counter markets, considered Level 2 inputs, was $17.6 billion and $17.1 billion as of June 30, 2020 and December 31, 2019, respectively.
The Company's derivative financial instruments are discussed in Note 8.
NOTE 5. CONTENT RIGHTS
Content rights principally consist of television series, specials, films and sporting events. Content aired on the Company’s television networks and digital content offerings is sourced from a wide range of third-party producers, wholly-owned and equity method investee production studios, and sports associations. Content is classified either as produced, coproduced or licensed.
The Company owns most or all of the rights to produced content. The Company collaborates with third parties to finance and develop coproduced content, and it retains significant rights to exploit the programs. Prepaid licensed content includes advance payments for rights to air sporting events that will take place in the future and advance payments for acquired films and television series.
Costs of produced and coproduced content consist of development costs, acquired production costs, direct production costs, certain production overhead costs and participation costs. The Company’s coproduction arrangements generally provide for the sharing of production costs. The Company records its costs but does not record the costs borne by the other party as the Company does not share any associated economics of exploitation.
Licensed content is comprised of films or series that have been previously produced by third parties and the Company retains limited airing rights over a contractual term. Program licenses typically have fixed terms and require payments during the term of the license. The cost of licensed content is capitalized when the cost is known or reasonably determinable, the license period for the programs has commenced, the program materials have been accepted by the Company in accordance with the license agreements, and the programs are available for the first showing. The Company pays in advance of delivery for television series, specials, films and sports rights. Payments made in advance of when the right to air the content is received are recognized as prepaid licensed content. Participation costs are expensed in line with the amortization of production costs. Content distribution, advertising, marketing, general and administrative costs are expensed as incurred.
Linear content amortization expense for each period is recognized based on the revenue forecast model, which approximates the proportion that estimated distribution and advertising revenues for the current period represent in relation to the estimated remaining total lifetime revenues. Digital content amortization for each period is recognized based on estimated viewing patterns as there are no direct revenues to associate to the individual content assets and therefore, number of views is most representative of the use of the title. Significant judgment is required to determine the useful lives and amortization patterns of the Company’s content assets.
Quarterly, the Company prepares analyses to support its content amortization expense. Critical assumptions used in determining content amortization include: (i) the grouping of content with similar characteristics, (ii) the application of a quantitative revenue forecast model or viewership model based on the adequacy of historical data, (iii) determining the appropriate historical periods to utilize and the relative weighting of those historical periods in the forecast model, (iv) assessing the accuracy of the Company's forecasts and (v) incorporating secondary streams. The Company then considers the appropriate application of the quantitative assessment given forecasted content use, expected content investment and market trends. Content use and future revenues may differ from estimates based on changes in expectations related to market acceptance, network affiliate fee rates, advertising demand, the number of cable and satellite television subscribers receiving the Company’s networks, the number of subscribers to our digital services, and program usage. Accordingly, the Company continually reviews its estimates and planned usage and revises its assumptions if necessary. As part of the Company's assessment of its amortization rates, the Company compares the calculated amortization rates to those that have been utilized during the year. If the calculated rates do not deviate materially from the applied amortization rates, no adjustment is recorded. Any material adjustments from the Company’s review of the amortization rates are applied prospectively in the period of the change for assets in film groups, which represent the largest proportion of the Company's content assets.
The result of the content amortization analysis is either an accelerated method or a straight-line amortization method over the estimated useful lives of generally two to four years. Amortization of capitalized costs for produced and coproduced content begins when a program has been aired. Amortization of capitalized costs for licensed content generally commences when the license period begins and the program is available for use. The Company allocates the cost of multi-year sports programming arrangements over the contract period of each event or season based on the estimated relative value of each event or season. Amortization of sports rights takes place when the content airs.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Capitalized content costs are stated at the lower of cost less accumulated amortization or fair value. Content assets (produced, coproduced and licensed) are predominantly monetized as a group on the Company’s linear networks and digital content offerings. For content assets that are predominantly monetized within film groups, the Company evaluates the fair value of content in aggregate at the group level by considering expected future revenue generation typically by using a discounted cash flow analysis when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized costs. Estimates of future revenues consider historical airing patterns and future plans for airing content, including any changes in strategy. Given the significant estimates and judgments involved, actual demand or market conditions may be less favorable than those projected, requiring a write-down to fair value. Programming and development costs for programs that the Company has determined will not be produced, are fully expensed in the period the determination is made. The Company’s film groups are generally aligned along the Company’s networks and digital content offerings except for certain international territories wherein content assets are shared across the various networks in the territory and therefore, the territory is the film group. The Company’s rights to the Olympic Games are predominantly monetized on their own as the sublicensing of the rights in certain territories is a significant component of the monetization strategy. Beginning in 2020, all content rights and prepaid license fees are classified as a noncurrent asset, with the exception of content acquired with an initial license period of 12 months or less and prepaid sports rights expected to air within 12 months. (See Note 1.)
The table below presents the components of content rights (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
Produced content rights:
|
|
|
|
|
Completed
|
|
$
|
7,568
|
|
|
$
|
6,976
|
|
In-production
|
|
641
|
|
|
582
|
|
Coproduced content rights:
|
|
|
|
|
Completed
|
|
882
|
|
|
882
|
|
In-production
|
|
64
|
|
|
50
|
|
Licensed content rights:
|
|
|
|
|
Acquired
|
|
1,090
|
|
|
1,101
|
|
Prepaid
|
|
428
|
|
|
249
|
|
Content rights, at cost
|
|
10,673
|
|
|
9,840
|
|
Accumulated amortization
|
|
(7,020)
|
|
|
(6,132)
|
|
Total content rights, net
|
|
3,653
|
|
|
3,708
|
|
Current portion (a)
|
|
(113)
|
|
|
(579)
|
|
Noncurrent portion
|
|
$
|
3,540
|
|
|
$
|
3,129
|
|
|
|
|
|
|
(a) Effective with the adoption of ASU 2019-02 on January 1, 2020, the Company elected to classify all content rights and prepaid license fees as a noncurrent asset, with the exception of content acquired with an initial license period of 12 months or less and prepaid sports rights expected to air within 12 months.
|
|
|
|
|
Content expense consisted of the following (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Content amortization
|
|
$
|
645
|
|
|
$
|
678
|
|
|
$
|
1,348
|
|
|
$
|
1,375
|
|
Other production charges
|
|
22
|
|
|
110
|
|
|
106
|
|
|
204
|
|
Content impairments
|
|
6
|
|
|
3
|
|
|
7
|
|
|
3
|
|
Total content expense
|
|
$
|
673
|
|
|
$
|
791
|
|
|
$
|
1,461
|
|
|
$
|
1,582
|
|
As of June 30, 2020, the Company expects to amortize approximately 56%, 27% and 13% of its produced and co-produced content, excluding content in-production, and 46%, 26% and 12% of its licensed content rights in the next three twelve-month operating cycles ended June 30, 2021, 2022 and 2023, respectively.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 6. GOODWILL
Goodwill
The carrying value and changes in the carrying value of goodwill attributable to each reportable segment were as follows (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Networks
|
|
International
Networks
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
$
|
10,813
|
|
|
$
|
2,237
|
|
|
|
|
$
|
13,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of goodwill
|
|
—
|
|
|
(36)
|
|
|
|
|
(36)
|
|
Foreign currency translation
|
|
—
|
|
|
(27)
|
|
|
|
|
(27)
|
|
June 30, 2020
|
|
$
|
10,813
|
|
|
$
|
2,174
|
|
|
|
|
$
|
12,987
|
|
The carrying amount of goodwill at the U.S. Networks segment included accumulated impairments of $20 million as of June 30, 2020 and December 31, 2019. The carrying amount of goodwill at the International Networks segment included accumulated impairments of $1.5 billion as of June 30, 2020 and December 31, 2019.
Impairment Analysis
As of October 1, 2019, the Company performed a quantitative goodwill impairment assessment for all reporting units consistent with the Company's accounting policy. The estimated fair value of each reporting unit exceeded its carrying value and, therefore, no impairment was recorded. The Europe reporting unit, which had headroom of 19%, was the only reporting unit with fair value in excess of carrying value of less than 20%. The fair values of the reporting units were determined using discounted cash flow ("DCF") and market-based valuation models. Cash flows were determined based on Company estimates of future operating results and discounted using an internal rate of return based on an assessment of the risk inherent in future cash flows of the respective reporting unit. The market-based valuation models utilized multiples of earnings before interest, taxes, depreciation and amortization. Both the DCF and market-based models resulted in substantially similar fair values. As of June 30, 2020 and December 31, 2019, the carrying value of goodwill assigned to the Europe reporting unit was $1.9 billion. The Company concluded that the continued impacts of COVID-19 on the operating results of the Europe reporting unit represented a triggering event in the second quarter of 2020.
The Company performed a quantitative goodwill impairment analysis for the Europe reporting unit using a DCF valuation model. A market-based valuation model was not weighted in the analysis given the significant volatility in the equity markets. Significant judgments and assumptions in the DCF model included the amount and timing of future cash flows, long-term growth rates of 2%, and a discount rate ranging from 10% to 10.5%. The estimated fair value of the Europe reporting unit exceeded its carrying value and, therefore, no impairment was recorded. The Europe reporting unit’s headroom further declined, remaining below 20% at June 30, 2020. The Company noted that a 0.5% increase in the discount rate and a 0.5% decrease in the long-term growth rate would not have resulted in an impairment loss. However, due to significant uncertainty surrounding the current COVID-19 environment, management's judgment regarding this could change in the future and, as such, management will continue to monitor this reporting unit for changes in the business environment that could impact recoverability.
In addition, the Company determined that it was more likely than not that the fair value was greater than the carrying value for all other reporting units with the exception of the Asia-Pacific reporting unit. The Company performed a quantitative goodwill impairment analysis for the Asia-Pacific reporting unit and determined that the estimated fair value did not exceed its carrying value, which resulted in a pre-tax impairment charge to write-off the remaining $36 million goodwill balance during the three months ended June 30, 2020. The impairment charge is not deductible for tax purposes. Significant judgments and assumptions included the amount and timing of future cash flows, long-term growth rates ranging from 2% to 2.5%, and a discount rate of 11%. The cash flows employed in the DCF analysis for the Asia-Pacific reporting unit were based on the reporting unit’s budget and long-term business plan. The determination of fair value of the Company’s Asia-Pacific reporting unit represents a Level 3 fair value measurement in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs. The goodwill impairment charge did not have an impact on the calculation of the Company’s financial covenants under the Company’s debt arrangements.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 7. DEBT
The table below presents the components of outstanding debt (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
2.800% Senior notes, semi-annual interest, due June 2020
|
|
$
|
—
|
|
|
$
|
600
|
|
4.375% Senior notes, semi-annual interest, due June 2021
|
|
335
|
|
|
640
|
|
2.375% Senior notes, euro denominated, annual interest, due March 2022
|
|
339
|
|
|
336
|
|
3.300% Senior notes, semi-annual interest, due May 2022
|
|
168
|
|
|
496
|
|
3.500% Senior notes, semi-annual interest, due June 2022
|
|
62
|
|
|
400
|
|
2.950% Senior notes, semi-annual interest, due March 2023
|
|
796
|
|
|
1,167
|
|
3.250% Senior notes, semi-annual interest, due April 2023
|
|
192
|
|
|
350
|
|
3.800% Senior notes, semi-annual interest, due March 2024
|
|
450
|
|
|
450
|
|
2.500% Senior notes, sterling denominated, annual interest, due September 2024
|
|
493
|
|
|
525
|
|
3.900% Senior notes, semi-annual interest, due November 2024
|
|
497
|
|
|
497
|
|
3.450% Senior notes, semi-annual interest, due March 2025
|
|
300
|
|
|
300
|
|
3.950% Senior notes, semi-annual interest, due June 2025
|
|
500
|
|
|
500
|
|
4.900% Senior notes, semi-annual interest, due March 2026
|
|
700
|
|
|
700
|
|
1.900% Senior notes, euro denominated, annual interest, due March 2027
|
|
678
|
|
|
673
|
|
3.950% Senior notes, semi-annual interest, due March 2028
|
|
1,700
|
|
|
1,700
|
|
4.125% Senior notes, semi-annual interest, due May 2029
|
|
750
|
|
|
750
|
|
3.625% Senior notes, semi-annual interest, due May 2030
|
|
1,000
|
|
|
—
|
|
5.000% Senior notes, semi-annual interest, due September 2037
|
|
1,250
|
|
|
1,250
|
|
6.350% Senior notes, semi-annual interest, due June 2040
|
|
850
|
|
|
850
|
|
4.950% Senior notes, semi-annual interest, due May 2042
|
|
500
|
|
|
500
|
|
4.875% Senior notes, semi-annual interest, due April 2043
|
|
850
|
|
|
850
|
|
5.200% Senior notes, semi-annual interest, due September 2047
|
|
1,250
|
|
|
1,250
|
|
5.300% Senior notes, semi-annual interest, due May 2049
|
|
750
|
|
|
750
|
|
4.650% Senior notes, semi-annual interest, due May 2050
|
|
1,000
|
|
|
—
|
|
|
|
|
|
|
Program financing line of credit, quarterly interest based on adjusted LIBOR or variable prime rate
|
|
4
|
|
|
10
|
|
|
|
|
|
|
Total debt
|
|
15,414
|
|
|
15,544
|
|
Unamortized discount, premium and debt issuance costs, net (a)
|
|
(131)
|
|
|
(125)
|
|
Debt, net of unamortized discount, premium and debt issuance costs
|
|
15,283
|
|
|
15,419
|
|
Current portion of debt
|
|
(339)
|
|
|
(609)
|
|
Noncurrent portion of debt
|
|
$
|
14,944
|
|
|
$
|
14,810
|
|
(a) Current portion of unamortized discount, premium, and debt issuance costs, net is $1 million.
Senior Notes
In the second quarter of 2020, Discovery Communications, LLC (“DCL”), a wholly-owned subsidiary of the Company, issued $1.0 billion aggregate principal amount of Senior Notes due May 2030 and $1.0 billion aggregate principal amount of Senior Notes due May 2050. The proceeds received by DCL were net of a $1 million issuance discount and $20 million of debt issuance costs. DCL used the proceeds from the offering to repurchase $1.5 billion aggregate principal amount of DCL's and Scripps Networks' Senior Notes in a cash tender offer. The repurchase resulted in a loss on extinguishment of debt of $71 million for the three and six months ended June 30, 2020. The loss included $62 million of net premiums to par value and $9 million of other charges. As further described below, the Company used the remaining proceeds and cash on hand to fully repay the $500 million that was outstanding under its revolving credit facility.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In the second quarter of 2019, DCL issued $750 million aggregate principal amount of Senior Notes due 2029 and $750 million aggregate principal amount of Senior Notes due 2049. The proceeds received by DCL were net of a $6 million issuance discount and $12 million of debt issuance costs. DCL used the proceeds from the offering to redeem and repurchase approximately $1.3 billion aggregate principal amount of DCL's and Scripps Networks' senior notes. The redemptions and repurchase resulted in a loss on extinguishment of debt of $23 million for the year ended December 31, 2019. The loss included $20 million of net premiums to par value and $3 million of other non-cash charges.
In the first quarter of 2019, the Company redeemed $411 million aggregate principal amount of senior notes due in 2019 and, during 2019, made open market bond repurchases of $55 million, resulting in a loss on extinguishment of debt of $5 million.
As of June 30, 2020, all senior notes are fully and unconditionally guaranteed by the Company and Scripps Networks, except for the remaining $32 million of un-exchanged Scripps Networks senior notes acquired in conjunction with the acquisition of Scripps Networks.
Revolving Credit Facility and Commercial Paper Programs
DCL and certain designated foreign subsidiaries of DCL have the capacity to borrow up to $2.5 billion under a revolving credit facility (the "Credit Facility"), including a $100 million sublimit for the issuance of standby letters of credit and a $50 million sublimit for Euro-denominated swing line loans. The Credit Facility matures in August 2022 with the option for up to two additional 364-day renewal periods and is subject to a maximum consolidated leverage ratio financial covenant of 5.00 to 1.00 at June 30, 2020. As of June 30, 2020, DCL was in compliance with all covenants and there were no events of default under the Credit Facility. As further described below, during the three months ended June 30, 2020, the Company entered into an amendment to the Credit Facility.
Additionally, the Company's commercial paper program is supported by the Credit Facility. Under the commercial paper program, the Company may issue up to $1.5 billion, including up to $500 million of euro-denominated borrowings. Borrowing capacity under the Credit Facility is reduced by any outstanding borrowings under the commercial paper program.
As of June 30, 2020 and December 31, 2019, the Company had no outstanding borrowings under the Credit Facility or the commercial paper program.
All obligations of DCL and the other borrowers under the Credit Facility are unsecured and are fully and unconditionally guaranteed by Discovery and Scripps.
Amendment to Revolving Credit Facility
To preserve flexibility in the current environment, the Company amended certain provisions of its revolving credit facility. In April 2020, DCL, as borrower, certain wholly owned subsidiaries of DCL party thereto as designated borrowers, Discovery, as guarantor, the lenders party thereto and Bank of America, N.A., as administrative agent, entered into Amendment No. 2 to the Amended and Restated Credit Agreement (“Amendment No. 2”), which amended the Amended and Restated Credit Agreement, dated February 4, 2016, which was previously amended by Amendment No. 1 to the Amended and Restated Credit Agreement, dated August 11, 2017, (collectively, the “Existing Credit Agreement”). Amendment No. 2 modified certain terms of the Existing Credit Agreement, including the following:
The financial covenants were modified to reset the Maximum Consolidated Leverage Ratio as set forth below:
|
|
|
|
|
|
Measurement Period Ending
|
Maximum Consolidated Leverage Ratio
|
March 31, 2020 and June 30, 2020
|
5.00:1.00
|
September 30, 2020 through March 31, 2021
|
5.50:1.00
|
June 30, 2021
|
5.00:1.00
|
September 30, 2021 and thereafter
|
4.50:1.00
|
In addition, the restricted payments covenant was modified to add a limitation on restricted payments made in cash unless after giving pro forma effect thereto, the consolidated leverage ratio is less than or equal to 4.50:1.00. Finally, the minimum LIBOR rate and the minimum base rate were each increased from 0% to 0.50% per annum.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses derivative financial instruments to modify its exposure to market risks from changes in foreign currency exchange rates and interest rates. The Company does not enter into or hold derivative financial instruments for speculative trading purposes.
During the three months ended June 30, 2020, the Company issued and settled interest rate cash flow hedges with a total notional value of $1 billion following the pricing of its offering of 3.625% Senior Notes due May 2030 and 4.650% Senior Notes due May 2050. (See Note 7.) The $7 million pretax accumulated other comprehensive loss at the termination date will be amortized as an adjustment to interest expense over the respective terms of the newly issued notes.
During the six months ended June 30, 2020, the Company executed forward starting interest rate swap contracts designated as cash flow hedges with a total notional value of $1.6 billion. These contracts will mitigate interest rate risk associated with the forecasted issuance of future fixed-rate public debt.
The following table summarizes the impact of derivative financial instruments on the Company's consolidated balance sheets (in millions). There were no amounts eligible to be offset under master netting agreements as of June 30, 2020 and December 31, 2019. The fair value of the Company's derivative financial instruments at June 30, 2020 and December 31, 2019 was determined using a market-based approach (Level 2).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
|
|
Notional
|
|
Prepaid expenses and other current assets
|
|
Other non-
current assets
|
|
Accrued liabilities
|
|
Other non-
current liabilities
|
|
Notional
|
|
Prepaid expenses and other current assets
|
|
Other non-
current assets
|
|
Accrued liabilities
|
|
Other non-
current liabilities
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange
|
$
|
1,361
|
|
|
$
|
16
|
|
|
$
|
55
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
1,631
|
|
|
$
|
29
|
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
16
|
|
Interest rate swaps
|
2,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|
400
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
Net investment hedges: (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency swaps
|
3,381
|
|
|
37
|
|
|
130
|
|
|
1
|
|
|
75
|
|
|
3,535
|
|
|
37
|
|
|
70
|
|
|
7
|
|
|
94
|
|
Foreign exchange
|
52
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No hedging designation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange
|
965
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
1,177
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency swaps
|
188
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
279
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Equity (Lionsgate Collar)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
19
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
59
|
|
|
$
|
195
|
|
|
$
|
12
|
|
|
$
|
403
|
|
|
|
|
$
|
88
|
|
|
$
|
137
|
|
|
$
|
25
|
|
|
$
|
165
|
|
(a) Excludes £400 million of sterling notes ($493 million equivalent at June 30, 2020) designated as a net investment hedge. (See Note 7.)
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table presents the pretax impact of derivatives designated as cash flow hedges on income and other comprehensive income (loss) (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
|
|
Gains (losses) recognized in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange - derivative adjustments
|
|
$
|
(7)
|
|
|
$
|
(29)
|
|
|
$
|
69
|
|
|
$
|
(26)
|
|
|
|
|
|
Interest rate - derivative adjustments
|
|
—
|
|
|
(3)
|
|
|
(272)
|
|
|
(18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) reclassified into income from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange - advertising revenue
|
|
—
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
|
|
|
Foreign exchange - distribution revenue
|
|
12
|
|
|
2
|
|
|
20
|
|
|
6
|
|
|
|
|
|
Foreign exchange - costs of revenues
|
|
1
|
|
|
—
|
|
|
2
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate - other (expense) income, net
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If current fair values of designated cash flow hedges as of June 30, 2020 remained static over the next twelve months, the Company would reclassify $3 million of net deferred gains from accumulated other comprehensive loss into income in the next twelve months. The maximum length of time the Company is hedging exposure to the variability in future cash flows is 10 years.
Net periodic interest settlements and accruals on the cross-currency swaps (which would include any cross-currency basis spread adjustment) are reported directly in interest expense, net. Changes in the fair value of the cross-currency swaps resulting from changes in the foreign exchange spot rate will continue to be recorded within the cumulative translation component of accumulated other comprehensive loss. The following table presents the pretax impact of derivatives designated as net investment hedges on other comprehensive income (loss) (in millions). Other than amounts excluded from effectiveness testing, there were no other gains (losses) reclassified from accumulated other comprehensive loss to income during the three and six months ended June 30, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
Amount of gain (loss) recognized in AOCI
|
|
|
|
Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
|
|
Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
|
|
|
|
|
2020
|
|
2019
|
|
|
|
2020
|
|
2019
|
Cross currency swaps
|
|
$
|
(33)
|
|
|
$
|
(6)
|
|
|
Interest expense, net
|
|
$
|
11
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
(2)
|
|
|
—
|
|
|
Other (expense) income, net
|
|
—
|
|
|
—
|
|
Sterling notes (foreign denominated debt)
|
|
3
|
|
|
16
|
|
|
N/A
|
|
—
|
|
|
—
|
|
Total
|
|
$
|
(32)
|
|
|
$
|
10
|
|
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
Amount of gain (loss) recognized in AOCI
|
|
|
|
Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
|
|
Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
|
|
|
|
|
2020
|
|
2019
|
|
|
|
2020
|
|
2019
|
Cross currency swaps
|
|
$
|
104
|
|
|
$
|
46
|
|
|
Interest expense, net
|
|
$
|
23
|
|
|
$
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
4
|
|
|
(1)
|
|
|
Other (expense) income, net
|
|
—
|
|
|
—
|
|
Sterling notes (foreign denominated debt)
|
|
33
|
|
|
(1)
|
|
|
N/A
|
|
—
|
|
|
—
|
|
Total
|
|
$
|
141
|
|
|
$
|
44
|
|
|
|
|
$
|
23
|
|
|
$
|
17
|
|
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table presents the pretax impact of derivatives not designated as hedges and recognized in other (expense) income, net in the consolidated statements of operations (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
|
|
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
(1)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Cross-currency swaps
|
|
(3)
|
|
|
3
|
|
|
7
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
—
|
|
|
9
|
|
|
7
|
|
|
10
|
|
|
|
|
|
Foreign exchange derivatives
|
|
7
|
|
|
—
|
|
|
(37)
|
|
|
(34)
|
|
|
|
|
|
Total in other (expense) income, net
|
|
$
|
4
|
|
|
$
|
11
|
|
|
$
|
(23)
|
|
|
$
|
(23)
|
|
|
|
|
|
NOTE 9. EQUITY
Repurchase Programs
In February 2020, the Company's Board of Directors authorized additional stock repurchases of up to $2 billion upon completion of its existing $1 billion repurchase authorization announced in May 2019. Under the stock repurchase authorization, management is authorized to purchase shares from time to time through open market purchases at prevailing prices or privately negotiated purchases subject to market conditions and other factors. There were no common stock repurchases during the three months ended June 30, 2020 and the three and six months ended June 30, 2019. During the three months ended March 31, 2020, the Company repurchased 19.4 million shares of its Series C common stock for $523 million at an average price of $26.87 per share.
All common stock repurchases, including prepaid common stock repurchase contracts, have been made through open market transactions and have been recorded as treasury stock on the consolidated balance sheet. Over the life of the Company's repurchase programs and as of June 30, 2020, the Company had repurchased 3 million and 206 million shares of Series A and Series C common stock, respectively, for an aggregate purchase price of $171 million and $7.7 billion, respectively.
Other Comprehensive Income (Loss) Adjustments
The table below presents the tax effects related to each component of other comprehensive income (loss) and reclassifications made in the consolidated statements of operations (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2020
|
|
|
|
|
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
Pretax
|
|
Tax benefit (expense)
|
|
Net-of-tax
|
|
Pretax
|
|
Tax benefit
|
|
Net-of-tax
|
Currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
|
$
|
145
|
|
|
$
|
10
|
|
|
$
|
155
|
|
|
$
|
7
|
|
|
$
|
(3)
|
|
|
$
|
4
|
|
Net investment hedges
|
(38)
|
|
|
(1)
|
|
|
(39)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|
|
Loss on disposition
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
Total currency translation adjustments
|
107
|
|
|
9
|
|
|
116
|
|
|
13
|
|
|
(3)
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses)
|
(7)
|
|
|
4
|
|
|
(3)
|
|
|
(32)
|
|
|
6
|
|
|
(26)
|
|
Reclassifications from other comprehensive income to net income
|
(14)
|
|
|
2
|
|
|
(12)
|
|
|
(4)
|
|
|
2
|
|
|
(2)
|
|
Total derivative adjustments
|
(21)
|
|
|
6
|
|
|
(15)
|
|
|
(36)
|
|
|
8
|
|
|
(28)
|
|
Other comprehensive income (loss) adjustments
|
$
|
86
|
|
|
$
|
15
|
|
|
$
|
101
|
|
|
$
|
(23)
|
|
|
$
|
5
|
|
|
$
|
(18)
|
|
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020
|
|
|
|
|
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
Pretax
|
|
Tax benefit (expense)
|
|
Net-of-tax
|
|
Pretax
|
|
Tax benefit
|
|
Net-of-tax
|
Currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
|
$
|
(164)
|
|
|
$
|
57
|
|
|
$
|
(107)
|
|
|
$
|
(91)
|
|
|
$
|
(1)
|
|
|
$
|
(92)
|
|
Net investment hedges
|
129
|
|
|
(47)
|
|
|
82
|
|
|
27
|
|
|
—
|
|
|
27
|
|
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|
|
Loss on disposition
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
Total currency translation adjustments
|
(35)
|
|
|
10
|
|
|
(25)
|
|
|
(58)
|
|
|
(1)
|
|
|
(59)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses)
|
(203)
|
|
|
49
|
|
|
(154)
|
|
|
(44)
|
|
|
10
|
|
|
(34)
|
|
Reclassifications from other comprehensive income to net income
|
(24)
|
|
|
4
|
|
|
(20)
|
|
|
(7)
|
|
|
2
|
|
|
(5)
|
|
Total derivative adjustments
|
(227)
|
|
|
53
|
|
|
(174)
|
|
|
(51)
|
|
|
12
|
|
|
(39)
|
|
Other comprehensive income (loss) adjustments
|
$
|
(262)
|
|
|
$
|
63
|
|
|
$
|
(199)
|
|
|
$
|
(109)
|
|
|
$
|
11
|
|
|
$
|
(98)
|
|
Accumulated Other Comprehensive Loss
The table below presents the changes in the components of accumulated other comprehensive loss, net of taxes (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2020
|
|
|
|
|
|
|
|
Currency Translation
|
|
Derivatives
|
|
Pension Plan and SERP Liability
|
|
Accumulated
Other
Comprehensive Loss
|
Beginning balance
|
$
|
(988)
|
|
|
$
|
(127)
|
|
|
$
|
(7)
|
|
|
$
|
(1,122)
|
|
Other comprehensive income (loss) before reclassifications
|
116
|
|
|
(3)
|
|
|
—
|
|
|
113
|
|
Reclassifications from accumulated other comprehensive loss to net income
|
—
|
|
|
(12)
|
|
|
—
|
|
|
(12)
|
|
Other comprehensive income (loss)
|
116
|
|
|
(15)
|
|
|
—
|
|
|
101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
$
|
(872)
|
|
|
$
|
(142)
|
|
|
$
|
(7)
|
|
|
$
|
(1,021)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
Currency Translation
|
|
|
|
Derivatives
|
|
Pension Plan and SERP Liability
|
|
Accumulated
Other
Comprehensive Loss
|
Beginning balance
|
$
|
(901)
|
|
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
(895)
|
|
Other comprehensive income (loss) before reclassifications
|
4
|
|
|
|
|
(26)
|
|
|
—
|
|
|
(22)
|
|
Reclassifications from accumulated other comprehensive loss to net income
|
6
|
|
|
|
|
(2)
|
|
|
—
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
10
|
|
|
|
|
(28)
|
|
|
—
|
|
|
(18)
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
$
|
(891)
|
|
|
|
|
$
|
(25)
|
|
|
$
|
3
|
|
|
$
|
(913)
|
|
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020
|
|
|
|
|
|
|
|
Currency Translation
|
|
Derivatives
|
|
Pension Plan and SERP Liability
|
|
Accumulated Other Comprehensive Loss
|
Beginning balance
|
$
|
(847)
|
|
|
$
|
32
|
|
|
$
|
(7)
|
|
|
$
|
(822)
|
|
Other comprehensive income (loss) before reclassifications
|
(25)
|
|
|
(154)
|
|
|
—
|
|
|
(179)
|
|
Reclassifications from accumulated other comprehensive loss to net income
|
—
|
|
|
(20)
|
|
|
—
|
|
|
(20)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
(25)
|
|
|
(174)
|
|
|
—
|
|
|
(199)
|
|
|
|
|
|
|
|
|
|
Ending balance
|
$
|
(872)
|
|
|
$
|
(142)
|
|
|
$
|
(7)
|
|
|
$
|
(1,021)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
Currency Translation
|
|
Derivatives
|
|
Pension Plan and SERP Liability
|
|
Accumulated Other Comprehensive Loss
|
Beginning balance
|
$
|
(804)
|
|
|
$
|
16
|
|
|
$
|
3
|
|
|
$
|
(785)
|
|
Other comprehensive income (loss) before reclassifications
|
(65)
|
|
|
(34)
|
|
|
—
|
|
|
(99)
|
|
Reclassifications from accumulated other comprehensive loss to net income
|
6
|
|
|
(5)
|
|
|
—
|
|
|
1
|
|
Other comprehensive income (loss)
|
(59)
|
|
|
(39)
|
|
|
—
|
|
|
(98)
|
|
Reclassifications to retained earnings resulting from the adoption of ASU 2018-02
|
(28)
|
|
|
(2)
|
|
|
—
|
|
|
(30)
|
|
Ending balance
|
$
|
(891)
|
|
|
$
|
(25)
|
|
|
$
|
3
|
|
|
$
|
(913)
|
|
NOTE 10. REVENUES AND ACCOUNTS RECEIVABLE
Disaggregated Revenue
The following table presents the Company’s revenues disaggregated by revenue source (in millions). Management uses these categories of revenue to evaluate the performance of its businesses and to assess its financial results and forecasts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
|
|
U.S. Networks
|
|
International Networks
|
|
Other
|
|
Total
|
|
U.S. Networks
|
|
International Networks
|
|
Other
|
|
Total
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
|
$
|
997
|
|
|
$
|
276
|
|
|
$
|
—
|
|
|
$
|
1,273
|
|
|
$
|
1,153
|
|
|
$
|
466
|
|
|
$
|
—
|
|
|
$
|
1,619
|
|
Distribution
|
739
|
|
|
486
|
|
|
—
|
|
|
1,225
|
|
|
688
|
|
|
518
|
|
|
—
|
|
|
1,206
|
|
Other
|
20
|
|
|
21
|
|
|
2
|
|
|
43
|
|
|
22
|
|
|
36
|
|
|
2
|
|
|
60
|
|
Total
|
$
|
1,756
|
|
|
$
|
783
|
|
|
$
|
2
|
|
|
$
|
2,541
|
|
|
$
|
1,863
|
|
|
$
|
1,020
|
|
|
$
|
2
|
|
|
$
|
2,885
|
|
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
|
|
U.S. Networks
|
|
International Networks
|
|
Other
|
|
Total
|
|
U.S. Networks
|
|
International Networks
|
|
Other
|
|
Total
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
|
$
|
2,023
|
|
|
$
|
652
|
|
|
$
|
—
|
|
|
$
|
2,675
|
|
|
$
|
2,175
|
|
|
$
|
859
|
|
|
$
|
—
|
|
|
$
|
3,034
|
|
Distribution
|
1,447
|
|
|
1,001
|
|
|
—
|
|
|
2,448
|
|
|
1,385
|
|
|
1,045
|
|
|
—
|
|
|
2,430
|
|
Other
|
42
|
|
|
53
|
|
|
6
|
|
|
101
|
|
|
55
|
|
|
68
|
|
|
5
|
|
|
128
|
|
Total
|
$
|
3,512
|
|
|
$
|
1,706
|
|
|
$
|
6
|
|
|
$
|
5,224
|
|
|
$
|
3,615
|
|
|
$
|
1,972
|
|
|
$
|
5
|
|
|
$
|
5,592
|
|
Accounts Receivable and Credit Losses
Receivables include amounts currently due from customers and are presented net of an estimate for lifetime expected credit losses. Allowance for credit losses is measured using historical loss rates for the respective risk categories and incorporating forward-looking estimates. To assess collectability, the Company analyzes market trends, economic conditions, the aging of receivables and customer specific risks, and records a provision for estimated credit losses expected over the lifetime of receivables. The corresponding expense for the expected credit losses is reflected in selling, general and administrative expenses. The Company does not require collateral with respect to trade receivables.
The Company’s accounts receivable balances and the related credit losses arise primarily from distribution and advertising revenue. The Company monitors ongoing credit exposure through active review of customers’ financial conditions, aging of receivable balances, historical collection trends, and expectations about relevant future events that may significantly affect collectability.
Changes in allowance for credit losses consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Impact of adoption of ASU 2016-13
|
|
Provisions for credit losses
|
|
Write-offs
|
|
|
|
June 30, 2020
|
Distribution customers
|
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(6)
|
|
|
|
|
$
|
15
|
|
Advertising and other customers
|
|
35
|
|
|
(3)
|
|
|
14
|
|
|
(6)
|
|
|
|
|
40
|
|
Total
|
|
$
|
54
|
|
|
$
|
(2)
|
|
|
$
|
15
|
|
|
$
|
(12)
|
|
|
|
|
$
|
55
|
|
Contract Liability
A contract liability, such as deferred revenue, is recorded when cash is received in advance of the Company's performance. Total deferred revenues, including both current and noncurrent, were $484 million and $597 million at June 30, 2020 and December 31, 2019, respectively. Noncurrent deferred revenue is a component of other noncurrent liabilities on the consolidated balance sheets. The change in deferred revenue for the six months ended June 30, 2020 reflects $244 million of revenues recognized that were included in deferred revenues at December 31, 2019, which was primarily due to an increase in the delivery of advertising commitments during the period, partially offset by cash payments received for which the performance obligation was not satisfied prior to the end of the period. Revenue recognized for the six months ended June 30, 2019 related to the deferred revenue balance at December 31, 2018 was $144 million.
Transaction Price Allocated to Remaining Performance Obligations
Most of the Company's distribution contracts are licenses of functional intellectual property where revenue is derived from royalty-based arrangements, for which the guidance allows the application of a practical expedient to record revenues as a function of royalties earned to date instead of estimating incremental royalty contract revenue. Accordingly, in these instances revenue is recognized based upon the royalties earned to date. However, there are certain other distribution arrangements that are fixed price or contain minimum guarantees that extend beyond one year. The Company recognizes revenue for fixed fee distribution contracts on a monthly basis based on minimum monthly fees or by calculating one twelfth of annual license fees specified in its distribution contracts. The transaction price allocated to remaining performance obligations within these fixed price or minimum guarantee distribution revenue contracts was $1.2 billion as of June 30, 2020 and is expected to be recognized over the next 5 years.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company's content licensing contracts and sports sublicensing deals are licenses of functional intellectual property. Certain of these arrangements extend beyond one year. The transaction price allocated to remaining performance obligations on these long-term contracts was $811 million as of June 30, 2020 and is expected to be recognized over the next 5 years.
The Company's brand licensing contracts are licenses of symbolic intellectual property. Certain of these arrangements extend beyond one year. The transaction price allocated to remaining performance obligations on these long-term contracts was $117 million as of June 30, 2020 and is expected to be recognized over the next 12 years.
The value of unsatisfied performance obligations disclosed above does not include: (i) contracts involving variable consideration for which revenues are recognized in accordance with the usage-based royalty exception, and (ii) contracts with an original expected length of one year or less, such as advertising contracts.
NOTE 11. SHARE-BASED COMPENSATION
The Company has various incentive plans under which performance-based restricted stock units ("PRSUs"), service-based restricted stock units ("RSUs"), stock options, and stock appreciation rights ("SARs") have been issued.
The table below presents the components of share-based compensation expense (benefit) (in millions), which is recorded in selling, general and administrative expense in the consolidated statements of operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2020
|
|
2019
|
|
2020
|
2019
|
PRSUs
|
|
$
|
5
|
|
|
$
|
13
|
|
|
$
|
(12)
|
|
$
|
23
|
|
RSUs
|
|
20
|
|
|
10
|
|
|
37
|
|
16
|
|
Stock options
|
|
7
|
|
|
8
|
|
|
16
|
|
17
|
|
SARs
|
|
2
|
|
|
8
|
|
|
(11)
|
|
13
|
|
Total share-based compensation expense
|
|
$
|
34
|
|
|
$
|
39
|
|
|
$
|
30
|
|
$
|
69
|
|
Tax benefit recognized
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
7
|
|
$
|
8
|
|
The Company recorded total liabilities for cash-settled and other liability-settled share-based compensation awards of $29 million and $93 million as of June 30, 2020 and December 31, 2019, respectively. The current portion of the liability for cash-settled and other liability-settled awards was $21 million and $47 million as of June 30, 2020 and December 31, 2019, respectively.
The table below presents awards granted (in millions, except weighted-average grant price).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020
|
|
|
|
|
Awards
|
|
Weighted-Average Grant Price
|
Awards granted:
|
|
|
|
|
PRSUs
|
|
0.5
|
|
|
$
|
25.70
|
|
RSUs
|
|
4.3
|
|
|
$
|
25.61
|
|
Stock options
|
|
1.3
|
|
|
$
|
25.70
|
|
|
|
|
|
|
The table below presents unrecognized compensation cost related to non-vested share-based awards and the weighted-average amortization period over which these expenses will be recognized as of June 30, 2020 (in millions, except years).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized Compensation Cost
|
|
Weighted-Average Amortization Period
(years)
|
PRSUs
|
|
$
|
6
|
|
|
0.66
|
RSUs
|
|
250
|
|
|
3.04
|
Stock options
|
|
82
|
|
|
2.33
|
SARs
|
|
1
|
|
|
1.22
|
Total unrecognized compensation cost
|
|
$
|
339
|
|
|
|
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Of the $250 million of unrecognized compensation cost related to RSUs, $65 million is related to cash settled RSUs. Stock settled RSUs are expected to be recognized over a weighted-average period of 1.69 years and cash settled RSUs are expected to be recognized over a weighted-average period of 3.23 years.
NOTE 12. INCOME TAXES
The following table reconciles the U.S. federal statutory income tax rate to the Company's effective income tax rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2020
|
|
|
|
2019
|
|
|
Pre-tax income at U.S. federal statutory income tax rate
|
|
$
|
95
|
|
|
21
|
%
|
|
$
|
150
|
|
|
21
|
%
|
|
$
|
208
|
|
|
21
|
%
|
|
$
|
270
|
|
|
21
|
%
|
State and local income taxes, net of federal tax benefit
|
|
19
|
|
|
4
|
%
|
|
17
|
|
|
2
|
%
|
|
33
|
|
|
3
|
%
|
|
37
|
|
|
3
|
%
|
Effect of foreign operations
|
|
29
|
|
|
6
|
%
|
|
24
|
|
|
3
|
%
|
|
56
|
|
|
6
|
%
|
|
35
|
|
|
3
|
%
|
Change in uncertain tax positions
|
|
13
|
|
|
3
|
%
|
|
4
|
|
|
1
|
%
|
|
17
|
|
|
2
|
%
|
|
10
|
|
|
1
|
%
|
Legal entity restructuring, deferred tax impact
|
|
—
|
|
|
—
|
%
|
|
(455)
|
|
|
(64)
|
%
|
|
—
|
|
|
—
|
%
|
|
(455)
|
|
|
(36)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of goodwill
|
|
7
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
|
7
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
Noncontrolling interest adjustment
|
|
(19)
|
|
|
(4)
|
%
|
|
(16)
|
|
|
(2)
|
%
|
|
(29)
|
|
|
(3)
|
%
|
|
(28)
|
|
|
(2)
|
%
|
Deferred tax adjustment
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(23)
|
|
|
(2)
|
%
|
|
—
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-deductible compensation
|
|
9
|
|
|
2
|
%
|
|
5
|
|
|
1
|
%
|
|
12
|
|
|
1
|
%
|
|
11
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net
|
|
3
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
|
5
|
|
|
—
|
%
|
|
2
|
|
|
—
|
%
|
Income tax expense (benefit)
|
|
$
|
156
|
|
|
34
|
%
|
|
$
|
(271)
|
|
|
(38)
|
%
|
|
$
|
286
|
|
|
29
|
%
|
|
$
|
(118)
|
|
|
(9)
|
%
|
Income tax expense (benefit) was $156 million and $286 million for the three and six months ended June 30, 2020, respectively, and $(271) million and $(118) million for the three and six months ended June 30, 2019, respectively. The increase in income tax expense for three and six months ended June 30, 2020 was primarily attributable to a discrete, one-time non-cash deferred tax benefit of $455 million from legal entity restructuring that was recorded during the three months ended June 30, 2019, which did not recur in 2020. This increase was partially offset by a decrease in income. For the six months ended June 30, 2020, the increase was further offset by a deferred tax adjustment in the U.S. recorded during the three months ended March 31, 2020.
The Company and its subsidiaries file income tax returns in the U.S. and various state and foreign jurisdictions. The Internal Revenue Service recently completed audit procedures for its 2008 to 2011 tax years, the results of which should be finalized in the coming year. The Company is currently under audit by the Internal Revenue Service for its 2012 to 2015 consolidated federal income tax returns. It is difficult to predict the final outcome or timing of resolution of any particular tax matter. Accordingly, the impact of these audits on any of the reserves for uncertain tax positions cannot currently be determined. With few exceptions, the Company is no longer subject to audit by any jurisdiction for years prior to 2006.
The Company's reserves for uncertain tax positions as of June 30, 2020 and December 31, 2019 totaled $383 million and $375 million, respectively. It is reasonably possible that the total amount of unrecognized tax benefits related to certain of the Company's uncertain tax positions could decrease by as much as $106 million within the next twelve months as a result of ongoing audits, lapses of statutes of limitations or regulatory developments.
As of June 30, 2020 and December 31, 2019, the Company had accrued approximately $69 million and $58 million, respectively, of total interest and penalties payable related to unrecognized tax benefits. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 13. EARNINGS PER SHARE
The table below sets forth the Company's calculated earnings per share. Earnings per share amounts may not recalculate due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Numerator:
|
|
|
|
|
|
|
|
Net income
|
$
|
300
|
|
|
$
|
987
|
|
|
$
|
707
|
|
|
$
|
1,405
|
|
Less:
|
|
|
|
|
|
|
|
Allocation of undistributed income to Series A-1 convertible preferred stock
|
(29)
|
|
|
(94)
|
|
|
(68)
|
|
|
(132)
|
|
Net income attributable to noncontrolling interests
|
(25)
|
|
|
(36)
|
|
|
(53)
|
|
|
(65)
|
|
Net income attributable to redeemable noncontrolling interests
|
(4)
|
|
|
(4)
|
|
|
(6)
|
|
|
(9)
|
|
Redeemable noncontrolling interest adjustments to redemption value
|
1
|
|
|
1
|
|
|
1
|
|
|
(4)
|
|
Net income allocated to Discovery, Inc. Series A, B and C common and Series C-1 convertible preferred stockholders for basic net income per share
|
$
|
243
|
|
|
$
|
854
|
|
|
$
|
581
|
|
|
$
|
1,195
|
|
|
|
|
|
|
|
|
|
Allocation of net income to:
|
|
|
|
|
|
|
|
Series A, B and C common stockholders
|
$
|
205
|
|
|
$
|
702
|
|
|
$
|
491
|
|
|
$
|
980
|
|
Series C-1 convertible preferred stockholders
|
38
|
|
|
152
|
|
|
90
|
|
|
215
|
|
Total
|
243
|
|
|
854
|
|
|
581
|
|
|
1,195
|
|
Add:
|
|
|
|
|
|
|
|
Allocation of undistributed income to Series A-1 convertible preferred stockholders
|
29
|
|
|
94
|
|
|
68
|
|
|
132
|
|
Net income allocated to Discovery, Inc. Series A, B and C common stockholders for diluted net income per share
|
$
|
272
|
|
|
$
|
948
|
|
|
$
|
649
|
|
|
$
|
1,327
|
|
|
|
|
|
|
|
|
|
Denominator — weighted average:
|
|
|
|
|
|
|
|
Series A, B and C common shares outstanding — basic
|
508
|
|
|
528
|
|
|
513
|
|
|
526
|
|
Impact of assumed preferred stock conversion
|
165
|
|
|
185
|
|
|
165
|
|
|
186
|
|
Dilutive effect of share-based awards
|
1
|
|
|
3
|
|
|
2
|
|
|
3
|
|
Series A, B and C common shares outstanding — diluted
|
674
|
|
|
716
|
|
|
680
|
|
|
715
|
|
Series C-1 convertible preferred stock outstanding — basic and diluted
|
5
|
|
|
6
|
|
|
5
|
|
|
6
|
|
|
|
|
|
|
|
|
|
Basic net income per share allocated to:
|
|
|
|
|
|
|
|
Series A, B and C common stockholders
|
$
|
0.40
|
|
|
$
|
1.33
|
|
|
$
|
0.96
|
|
|
$
|
1.86
|
|
Series C-1 convertible preferred stockholders
|
$
|
7.83
|
|
|
$
|
25.76
|
|
|
$
|
18.55
|
|
|
$
|
36.08
|
|
|
|
|
|
|
|
|
|
Diluted net income per share allocated to:
|
|
|
|
|
|
|
|
Series A, B and C common stockholders
|
$
|
0.40
|
|
|
$
|
1.33
|
|
|
$
|
0.95
|
|
|
$
|
1.86
|
|
Series C-1 convertible preferred stockholders
|
$
|
7.81
|
|
|
$
|
25.67
|
|
|
$
|
18.49
|
|
|
$
|
35.95
|
|
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The table below presents the details of share-based awards that were excluded from the calculation of diluted earnings per share (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Anti-dilutive share-based awards
|
|
27
|
|
|
20
|
|
|
24
|
|
|
15
|
|
PRSUs whose performance targets have not been achieved
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Only outstanding PRSUs whose performance targets have been achieved as of the last day of the most recent period are included in the dilutive effect calculation.
NOTE 14. SUPPLEMENTAL DISCLOSURES
The following tables present supplemental information related to the consolidated financial statements (in millions).
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2020
|
|
2019
|
Cash paid for taxes, net
|
|
$
|
183
|
|
|
$
|
354
|
|
Cash paid for interest, net
|
|
342
|
|
|
363
|
|
Non-cash investing and financing activities:
|
|
|
|
|
Disposal of UKTV investment and acquisition of Lifestyle Business
|
|
—
|
|
|
291
|
|
Common stock repurchase contract
|
|
—
|
|
|
33
|
|
Accrued purchases of property and equipment
|
|
38
|
|
|
22
|
|
Assets acquired under finance lease and other arrangements
|
|
67
|
|
|
4
|
|
Cash, Cash Equivalents, and Restricted Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
$
|
1,683
|
|
|
$
|
1,552
|
|
Restricted cash - other current assets (a)
|
|
|
|
|
|
55
|
|
|
—
|
|
Total cash, cash equivalents, and restricted cash
|
|
|
|
|
|
$
|
1,738
|
|
|
$
|
1,552
|
|
|
|
|
|
|
|
|
|
|
(a) Restricted cash includes cash posted as collateral related to forward starting interest rate swap contracts that were executed during 2019 and the six months ended June 30, 2020. (See Note 8.)
|
|
|
|
|
|
|
|
|
NOTE 15. RELATED PARTY TRANSACTIONS
In the normal course of business, the Company enters into transactions with related parties. Related parties include entities that share common directorship, such as Liberty Global plc (“Liberty Global”), Liberty Broadband Corporation ("Liberty Broadband") and their subsidiaries and equity method investees (together the “Liberty Group”). Discovery’s Board of Directors includes Mr. Malone, who is Chairman of the Board of Liberty Global and beneficially owns approximately 30% of the aggregate voting power with respect to the election of directors of Liberty Global. Mr. Malone is also Chairman of the Board of Liberty Broadband and beneficially owns approximately 48% of the aggregate voting power with respect to the election of directors of Liberty Broadband. The majority of the revenue earned from the Liberty Group relates to multi-year network distribution arrangements. Related party transactions also include revenues and expenses for content and services provided to or acquired from equity method investees, or minority partners of consolidated subsidiaries.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The table below presents a summary of the transactions with related parties (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Revenues and service charges:
|
|
|
|
|
|
|
|
|
Liberty Group
|
|
$
|
203
|
|
|
$
|
183
|
|
|
$
|
355
|
|
|
$
|
351
|
|
Equity method investees
|
|
47
|
|
|
68
|
|
|
110
|
|
|
142
|
|
Other
|
|
23
|
|
|
13
|
|
|
45
|
|
|
27
|
|
Total revenues and service charges
|
|
$
|
273
|
|
|
$
|
264
|
|
|
$
|
510
|
|
|
$
|
520
|
|
Interest income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Expenses
|
|
$
|
(19)
|
|
|
$
|
(65)
|
|
|
$
|
(72)
|
|
|
$
|
(260)
|
|
The table below presents receivables due from and payables due to related parties (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
Receivables
|
|
$
|
179
|
|
|
$
|
156
|
|
Payables
|
|
$
|
7
|
|
|
$
|
18
|
|
16. COMMITMENTS, CONTINGENCIES, AND GUARANTEES
Commitments
In the normal course of business, the Company enters into various commitments, which primarily include programming and talent arrangements, operating and finance leases, employment contracts, arrangements to purchase various goods and services, and future funding commitments to equity method investees.
Contingencies
Put Rights
The Company has granted put rights to certain consolidated subsidiaries, which may be exercised beginning in 2021.
Legal Matters
The Company is party to various lawsuits and claims in the ordinary course of business, including claims related to employees, vendors, other business partners or patent issues. However, a determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgment about future events. Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company's results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on the Company's future consolidated financial position, future results of operations or cash flows.
During the six months ended June 30, 2019, a withholding tax claim recorded as part of the Scripps Networks purchase accounting was settled with a portion of the claim being resolved subsequent to the measurement period, which resulted in a reversal of the remaining accrual and a reduction in selling, general, and administrative expense of $29 million.
Guarantees
There were no guarantees recorded under ASC 460 as of June 30, 2020 and December 31, 2019.
The Company may provide or receive indemnities intended to allocate business transaction risks. Similarly, the Company may remain contingently liable for certain obligations of a divested business in the event that a third party does not fulfill its obligations under an indemnification obligation. The Company records a liability for its indemnification obligations and other contingent liabilities when probable and estimable. There were no material amounts for indemnifications or other contingencies recorded as of June 30, 2020 and December 31, 2019.
NOTE 17. REPORTABLE SEGMENTS
The Company’s operating segments are determined based on: (i) financial information reviewed by its chief operating decision maker ("CODM"), the Chief Executive Officer ("CEO"), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The accounting policies of the reportable segments are the same as the Company’s, except that certain inter-segment transactions that are eliminated for consolidation are not eliminated at the segment level. Inter-segment transactions primarily include advertising and content purchases.
The Company evaluates the operating performance of its segments based on financial measures such as revenues and adjusted operating income before depreciation and amortization (“Adjusted OIBDA”). Adjusted OIBDA is defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and other charges, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations related to production studios, (vii) third-party transaction costs directly related to the acquisition and integration of Scripps Networks and other transactions, and (viii) other items impacting comparability, such as the non-cash settlement of a withholding tax claim. (See Note 16.) The Company uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance and allocate resources to each segment. The Company believes Adjusted OIBDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. The Company excludes share-based compensation, restructuring and other charges, certain impairment charges, gains and losses on business and asset dispositions and acquisition and integration costs from the calculation of Adjusted OIBDA due to their impact on comparability between periods. The Company also excludes depreciation of fixed assets and amortization of intangible assets, as these amounts do not represent cash payments in the current reporting period. Certain corporate expenses and inter-segment eliminations related to production studios are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. Adjusted OIBDA and Total Adjusted OIBDA should be considered in addition to, but not a substitute for, operating income, net income and other measures of financial performance reported in accordance with U.S. GAAP.
The tables below present summarized financial information for each of the Company’s reportable segments, corporate, inter-segment eliminations, and other (in millions).
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
U.S. Networks
|
|
$
|
1,756
|
|
|
$
|
1,863
|
|
|
$
|
3,512
|
|
|
$
|
3,615
|
|
International Networks
|
|
783
|
|
|
1,020
|
|
|
1,706
|
|
|
1,972
|
|
Other
|
|
2
|
|
|
2
|
|
|
6
|
|
|
5
|
|
Total revenues
|
|
$
|
2,541
|
|
|
$
|
2,885
|
|
|
$
|
5,224
|
|
|
$
|
5,592
|
|
Adjusted OIBDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
U.S. Networks
|
|
$
|
1,062
|
|
|
$
|
1,126
|
|
|
$
|
2,078
|
|
|
$
|
2,187
|
|
International Networks
|
|
193
|
|
|
286
|
|
|
400
|
|
|
505
|
|
Other
|
|
(128)
|
|
|
(131)
|
|
|
(238)
|
|
|
(252)
|
|
Total Adjusted OIBDA
|
|
$
|
1,127
|
|
|
$
|
1,281
|
|
|
$
|
2,240
|
|
|
$
|
2,440
|
|
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Reconciliation of Net Income available to Discovery, Inc. to Total Adjusted OIBDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Net income available to Discovery, Inc.
|
|
$
|
271
|
|
|
$
|
947
|
|
|
$
|
648
|
|
|
$
|
1,331
|
|
Net income attributable to redeemable noncontrolling interests
|
|
4
|
|
|
4
|
|
|
6
|
|
|
9
|
|
Net income attributable to noncontrolling interests
|
|
25
|
|
|
36
|
|
|
53
|
|
|
65
|
|
Income tax expense (benefit)
|
|
156
|
|
|
(271)
|
|
|
286
|
|
|
(118)
|
|
Income before income taxes
|
|
456
|
|
|
716
|
|
|
993
|
|
|
1,287
|
|
Other expense (income), net
|
|
6
|
|
|
(9)
|
|
|
64
|
|
|
18
|
|
Loss from equity investees, net
|
|
23
|
|
|
20
|
|
|
44
|
|
|
9
|
|
Loss on extinguishment of debt
|
|
71
|
|
|
23
|
|
|
71
|
|
|
28
|
|
Interest expense, net
|
|
161
|
|
|
161
|
|
|
324
|
|
|
343
|
|
Operating income
|
|
717
|
|
|
911
|
|
|
1,496
|
|
|
1,685
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other charges
|
|
7
|
|
|
7
|
|
|
22
|
|
|
12
|
|
Impairment of goodwill and other intangible assets
|
|
38
|
|
|
—
|
|
|
38
|
|
|
—
|
|
Depreciation and amortization
|
|
334
|
|
|
320
|
|
|
660
|
|
|
692
|
|
Employee share-based compensation
|
|
31
|
|
|
39
|
|
|
24
|
|
|
69
|
|
Transaction and integration costs
|
|
—
|
|
|
4
|
|
|
—
|
|
|
11
|
|
Settlement of a withholding tax claim
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29)
|
|
Total Adjusted OIBDA
|
|
$
|
1,127
|
|
|
$
|
1,281
|
|
|
$
|
2,240
|
|
|
$
|
2,440
|
|
Total Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
U.S. Networks
|
|
$
|
17,726
|
|
|
$
|
18,156
|
|
International Networks
|
|
7,812
|
|
|
8,145
|
|
Corporate, inter-segment eliminations, and other
|
|
7,551
|
|
|
7,434
|
|
Total assets
|
|
$
|
33,089
|
|
|
$
|
33,735
|
|
Total assets for corporate and inter-segment eliminations include goodwill that is allocated to the Company’s segments. The presentation of segment assets in the table above is consistent with the financial reports that are reviewed by the Company’s CEO.
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 18. RESTRUCTURING AND OTHER CHARGES
Restructuring and other charges by reportable segments and corporate, inter-segment eliminations, and other were as follows (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
U.S. Networks
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
12
|
|
|
$
|
7
|
|
International Networks
|
|
3
|
|
|
6
|
|
|
4
|
|
|
10
|
|
Corporate, inter-segment eliminations, and other
|
|
4
|
|
|
(2)
|
|
|
6
|
|
|
(5)
|
|
Total restructuring and other charges
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
22
|
|
|
$
|
12
|
|
Restructuring charges for the three and six months ended June 30, 2020 and 2019 primarily include employee termination costs.
Changes in restructuring and other liabilities recorded in accrued liabilities by major category were as follows (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Networks
|
|
International Networks
|
|
Corporate, inter-segment eliminations, and other
|
|
Total
|
December 31, 2019
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
9
|
|
|
$
|
18
|
|
|
|
|
|
|
|
|
|
|
Employee termination accruals, net
|
|
12
|
|
|
3
|
|
|
3
|
|
|
18
|
|
Other accruals
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Cash paid
|
|
(16)
|
|
|
(3)
|
|
|
(5)
|
|
|
(24)
|
|
June 30, 2020
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
11
|
|
|
$
|
16
|
|
DISCOVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)