Good day, ladies and gentlemen, and welcome to the Q3 2015 Discovery Communications Earnings Conference Call. My name is Mark and I'll be your operator for today. At this time all participants are in a listen-only mode. Later, we'll conduct a question-and-answer session. As a reminder, this conference is being recorded for replay purposes. I would now like to turn the conference over to your host for today, Jackie Burka, Vice President of Investor Relations. Please proceed.

Good morning, everyone. Thank you for joining us for Discovery Communications 2015 Third Quarter Earnings Call. Joining me today are David Zaslav, our President and Chief Executive Officer; and Andy Warren, our Chief Financial Officer. You should have received our earnings release. But if not, feel free to access it on our website at www.discoverycommunications.com. On today's call, we will begin with some opening comments from David and Andy, and then we will open the call up for your questions. Please keep to one question so we can accommodate as many people as possible. Before we start, I would like to remind you that comments today regarding the company's future business plans, prospects and financial performance are forward-looking statements that we make pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are made based on management's current knowledge and assumptions about future events, and may involve risks and uncertainties that could cause actual results to differ materially from our expectations. In providing projections and other forward-looking statements, the company disclaims any intent or obligation to update them. For additional information on important factors that could affect these expectations, please see our annual report for the year ended December 31, 2014, and our subsequent filings made with the U.S. Securities and Exchange Commission. And with that, I will turn the call over to David.

Good morning, and thank you, everyone, for joining us. A month ago, Discovery hosted our first Investor Day to provide a detailed overview of our global strategy and outlook and introduce you to our corporate and international executive management team. It was great to see so many of you there. During that presentation, you heard me talk about where we've come as a global media company, where we're going, what sets us apart, and the keys to our continued operational growth and financial success. Because of our confidence in our financial performance and our free cash flow outlook, much of which is locked in through long-cycle affiliate deals, today I'm pleased to announce that we have increased our buyback authorization by $2 billion. And we will be back in the market buying our shares this quarter. Andy will share more information on the buyback authorization increase and take you through the financial details in just a moment. First, let me briefly take you through some of this quarter's top-line performance highlights. First and foremost, our strong brands and award-winning content in the U.S. market continued to perform remarkably well, generating enduring value. I'm pleased to report our portfolio of U.S. channels again outperformed broadcast and cable peers and commanded an increase of share of our ad-supported cable. Discovery Channel had the highest rated quarter ever for persons 25 to 54 delivery and has been the number one ad-supported cable channel for men four months so far this year alone. As we showcased at Investor Day, our ability to reach audiences around the world with great storytelling will be on full display on December 2 when Discovery Channel premieres the landmark documentary, Racing Extinction, a truly global event reaching 1 billion viewers in over 220 countries on one day. Only Discovery…

Thanks, David, and thank you everyone for joining us today. Discovery continues to execute well on our stated operational and financial goals. And while as expected, costs were elevated in the quarter mostly due to the timing of content and marketing investments, we are extremely pleased with the solid organic top-line growth we generated both in the U.S. and internationally. All of our key third-quarter financial metrics are in line with the numbers I presented at our September Investor Day. On a reported basis, total company third quarter revenues decreased 1%, and adjusted OIBDA was down 9%. Excluding currencies, revenues were up 8% and adjusted OIBDA was down 1%. On an organic basis, so excluding the impact of foreign currency as well as the impact of Eurosport, Discovery Family and the June 30 sale of SBS Radio, total company revenues increased 7% and adjusted OIBDA declined 1%. As we had anticipated and have previously discussed, after two quarters of strong cost control, we saw a significant uptick in costs both domestically and internationally given this year's cadence of content and marketing investments which are weighted towards the second half of the year and peaked in the third quarter. Net income available to Discovery Communications of $279 million was relatively flat versus last year third quarter net income of $280 million, as the lower operating performance was offset by a positive swing in our mark-to-market stock-based compensation as well as lower income taxes. Our third quarter tax rate decreased by 400 basis points versus last year to 31% due to some discrete one-time tax settlements during the quarter. We still expect our effective tax rate to be 33% for full year 2015 and to be at or below 30% for fiscal 2017. Our declining tax rate will continue to drive sustaining…

Your first question comes from the line of Ben Swinburne from Morgan Stanley. Please proceed.

Thank you. Good morning. Two questions. David, can you talk about the direct-to-consumer over-the-top work you've been doing in Europe, which I think has been successful and whether Paul's hire is sort of a sign you might be thinking about going into the U.S. with that strategy? Because obviously he comes with a lot of retail success at DIRECTV and building subscription businesses, so I didn't know if there was a connection there. And then I'll just ask my second. Andy, on the leverage change, do you plan to operate at that 3.25 to 3.4 gross leverage rate because you're not there today? And if you do, how quickly do you think you're going to get there or is that sort of a ceiling based on the opportunity set in front of you? Just any more color on that would be helpful. Thank you.

Thank you, Ben. The direct-to-consumer business is something we're just getting started with, but we have invested over the last year and a half primarily through our Eurosport partnership and in Northern Europe with the Eurosport app and with Dplay. We're learning a lot. Both of those platforms are growing meaningfully. We do have a target in place which we're calling March to a Million. We have 200,000 subscribers right now. And if we can get to a million at the $6 to $8 a month, we could generate close to $100 million in revenue, which I think gets our whole company's attention in terms of culture. The exciting thing about the Eurosport app is that we're growing our direct-to-consumer business, but it's not coming at the expense of the linear channel. In fact the linear channel grew more than 15% in the past quarter. So people are signing up for the U.S. Open and they're watching maybe a choice of 18 courts. Most of it is when they're outside the home and then when they're in the home, they're watching one of the three Eurosport channels in most cases. So we're finding that it's additive. We're learning a lot. The good news for us is we've improved our IP, so we did a lot of deals for Eurosport that were in the low single-digit increase for rights. Where we stayed away from the big soccer, we've acquired a lot of kids' rights where we are a leader in kids in Latin America and now in Asia. And we own all of our content on Discovery, on TLC where we've focused more on being on-brand, with stronger, bigger content. And so we have a lot of optionality. I think it's just – it's early days, but we do have a lot of flexibility here in the U.S. to make a move if we want to and we're looking at it. We're looking at it.

Thanks.

Ben, to answer your question on the leverage, we expect to kind of accrete our leverage up to the 3.25, 3.4 times by year-end 2016. It's just so important to highlight that even at that level, our free cash flow to debt yield is still going to be mid teens to high teens, the highest in the industry. Our interest coverage ratio is going to be the highest in the industry. And we feel extremely comfortable given our growth profile of cash flow, that's the right leverage target and capital structure for us. But we do expect to be at that level over the course of the next 12 months.

Just one more point, I think that we've worked really hard to build content in these super-fan groups; Sports, Kids, Oprah, Tyler, Discovery, Science, ID, I think having Paul Guyardo come over, he spent a lot of time at HSN with Diller, he ran this business for DIRECTV, it just gives us some real expertise. And Paul has brought in some additional people into the company that think a little bit differently, and I think we need that. We're going to be driving our linear business where we're growing share, but we're going to try to be really opportunistic about how do we take our content on mobile, how do we take our content directly to consumers in a way that can provide additional meaningful growth?

Thank you both.

Your next question comes from Alexia Quadrani from JPMorgan. Please proceed.

Thank you. Can you update us on your interest in acquiring free-to-air networks internationally? I guess, is there a particularly more attractive strategy now owning more free-to-air now that you have the Olympics rights? And then just a follow-up question about the third-quarter maybe for Andy, is there any color you can give us in terms of how much Shark Week, the success there contributed to the ad growth in the quarter? And with that in mind, how we should think about Q4 advertising domestic trends?

Hi, Alexia. Look, right now, we feel very good about the growth characteristics of our International business. We're growing share. Because we've been able to grow share, we feel like we have a real ability and you're seeing it in our ability to drive price on advertising, and together with Sports in Europe and Kids in Latin America and more scale to drive pricing on distribution and you'll start to see more of that. Because we're in 220 countries and we have, on average, 10 channels, we have a fair amount of synergy. And so we're always looking opportunistically, but we don't need any additional assets if in fact – we have free-to-air channels in a number of markets in Europe that we can take advantage of with the Olympics. We just launched a free-to-air channel acquired in Turkey, which gives us some optionality. So I think if we can – we'll be looking at the question of can we grow as fast or faster by acquiring additional assets outside the U.S. and we'll look at everything, but we don't feel like we need to do anything. We do think that we're probably the best buyer for a lot of assets because we have knowledge in the marketplace, we have infrastructure and we have synergy, but we don't need anything.

Just, Alexia, to provide some color on the third quarter ad sales, look, as you know, Shark Week was an absolute home run for us. And while we moved it from August to July, it was still in the third quarter and it was just a huge ratings and ad sales driver for us. The third quarter, if you take ex the inclusion of Family, was up about 4.5%, really driven by solid demand, solid pricing. We even actually cut back a little bit of inventory to drive a better viewer experience which showed up on our ratings, so overall, a very healthy overall quarter for us. Your question about fourth quarter, look, the market is similar than what we saw in the third quarter and we expect our ad sales to be up solidly year-over-year.

Thank you very much.

Your next question comes from Doug Mitchelson from UBS. Please proceed.

Thanks so much, guys. I think first, just boring question and continue on advertising, any sense of how the calendar upfront is shaping up? Any thoughts on first quarter cancellation options? I know you said fourth quarter was pacing well, but just trying to read the tea leaves as we start to think about 2016. And then I think for David, on Eurosport, given you've closed the rest of it and I think you've given obviously a lot of confidence at the Analyst Day, a lot of details at the Analyst Day and today. But I think investors are curious how much more do you want to invest in Eurosport? Is there more cycles coming because you're anticipating strong future results, whether it's direct-to-consumer or the leverage? And any sort of examples on the execution side of whether or not that acquisition is benefiting you at this point would be helpful. Thank you.

Sure. It's really too early, Doug, to get a sense of where the calendar upfront is going or cancellations. We don't see right now anything that gives us a sense that things are better or worse. The only thing that we see that's attractive is the advertising market in third quarter and fourth quarter has been consistent and is better than it was in fourth quarter, first quarter and second quarter. On the Eurosport side, we've been quite aggressive about going out and doing deals. And so far we've learned a couple of things. We've learned that we can grow viewership significantly without buying big-time soccer. We've also watched as big-time soccer has grown in terms of rates across Europe, 60%, 70%, 80%, 100% in terms of fees, and in many cases, it's big distributors that are fighting for that, and in many cases, there has to be more than one distributor that gets it. And so, it's created kind of a feeding frenzy around that content. The good thing for us is we've kind of ducked our heads on that. And because so much economics has gone to soccer and because we're the only player that can offer a pan-European platform, we've been able to sweep in 60-plus deals of very compelling rights, whether it's speed skating, speed jumping; most of winter sports, summer track and field, more cycling, more tennis at mid-single-digit. And we're even having discussions with some players that bought soccer that are looking to pick up some extra economics by selling some of these niche sports. And for us those niche sports are looking like those are the drivers that are quite attractive for the Eurosport app. Those are the super fan groups that love – that want to see all the speed skating or want to see all the cycling. And so right now, I think we're quite comfortable that we already committed that Eurosport will not go upside down – it will be profitable. We took the profitability margins down from in the 20%s to single-digits. And we think over time that we should be able to not only be profitable, but we should start to get some of the benefit of the app, which is all-incremental and the viewership gains that we're getting now which will – we'll get the benefit, and we've seen in some markets already that when you put Eurosport together with our 10 traditional channels, we get benefit and by selling Eurosport locally, we're getting benefit; so I'd say so far, so good.

And just, Doug, some financial parameters on that, one thing we've spoken about is this investment in sports not only is going to allow us to at least double our Eurosport-specific ad sales over the next five years, but as you know, the combination of the Sports and the Olympics and our share of viewership across pan-Europe is going to really help drive the top-line affiliate as well.

And we will, after Rio, the Olympic Rings will go on, on our Eurosport channels. We also have Eurosport.com, which is the number one online site for sports scores and clips. The Rings will go on that. We're working very effectively with the IOC, and it's very early days. But we're having some interesting conversations on multiple platforms about the fact that we own the Olympic IP for the next decade.

Great. Thank you very much.

Your next question comes from David Bank from RBC Capital Management.

Hey, guys. Thank you very much. So, David, Andy, we tend to track what is reported, right? We're pretty focused particularly on the linear ratings that we see and trying to figure out what's driving ad revenues. But from you guys' perspective, there are integrated revenues and there are digital revenues in particular that I think are probably ramping. Can you give us a sense how much of the ad revenues are coming from that linear viewership right now versus the non-traditional, and in a sense, the non-tracked by Nielsen C3 or Live+7 Ratings?

Yeah, sure, David. There's no question that you're right. We are seeing a ramp of our non-linear ad sales. Looking specifically at the third quarter, the majority is still very much from linear. And Dave talked about the traction we're seeing, the 200 million monthly views. I mean, clearly there's a growing, growing opportunity for us to monetize that. But specifically for the third quarter, it still is very much our linear ad sales, driven by pricing and demand.

The good news – the bad news is we haven't done a great job in monetizing that. And when you look at the overall effort, it's about break-even with all the effort that we've made. That's the bad news. The good news is that more and more we're talking to advertisers that like the scale that we have. We're changing our approach in how we're selling to take advantage. We see a lot of players like Vice who have done, candidly, an extraordinarily good job of monetizing their streams. And so this is another thing that Paul and our team is looking at, that we've been, I think, best-of-class with linear. And over the next two years to three years, if we could really build up our capability and our expertise in digital, I think that'll be a significant upside because we haven't been great at it.

Thank you, guys.

Your next question comes from Michael Nathanson from MoffettNathanson. Please proceed

Thanks. I have two, let me do one for David and one for Andy after that. David, you guys have been very honest the past two years about calling the cable market tepid for advertising. And as you mentioned, this was your fastest growth in two years, so I wonder when you really dig into the quarterly data this quarter, was it, you think GRPs, volume, pricing and scatter that led to the results and do you think perhaps this is a turn for either cable or for yourself in terms of those dynamics that drove the market?

It's way too difficult to prognosticate where the advertising market is going. It moved away quickly in the fourth quarter, we didn't quite know why. It flattened out, and now there's no question that volume has been much stronger and pricing has been good. A piece of that candidly is that we're outperforming. There are a number of players in the industry that have – ratings have dropped significantly. And so there's been a meaningful ADU issue in the marketplace. And so if you want to put money to work, the fact that our ratings are up and our, more importantly, our share is up, we didn't have that issue, so we were open for business. The other thing is that our channels are on brand. So, Discovery has never been stronger and the ability to get aligned with the number one network for men, and now we have ID, which was the number one network for women. ID is still meaningfully underpriced. And when you look at the CPM differential between broadcast and cable in general, it's still over 30%. And we can deliver with Gold Rush. We could be number one for men and beat the broadcasters, and ID's length of view is so high. We have super-fan groups around Oprah and Tyler and Science. So I think that being on brand has really helped us and we have a good momentum story by having gone back to brand and the fact that our share is growing. And so we're just going to have to see. Right now, Joe Abruzzese and his team are doing a very good job and so are our programming teams in the aggregate here in the U.S. And so we're going to continue to ride this out and hope that the advertising market stays. We'll see.

Okay. Thanks, David. And the one for Andy is, I know that you're confident, David's confident and the board is confident about the future of your company. As you saw over the summer, sometimes the market gives you these opportunities to buy things really cheaply. So I wonder why not keep your powder dry on buybacks and maybe wait for another time when you can actually come in and get a really fat pick. So talk about the timing of the buyback now versus maybe keeping it on the sideline for better opportunities.

Yeah, Mike, look, it's a very fair question and one that we talk a lot about. The good news is this: we talked about earlier this idea that we're going to – we'd expect to buy back about $1.5 billion of our stock the next 12 months. The good news is, given our still prudent, but slightly more aggressive leverage target, as well as our really expanding cash flow profile, we're still going to have a lot of powder on top of the $1.5 billion, so we still sit here today and say our stock is cheap, it's a smart allocation of capital and we still have an enormous amount of capital available beyond that for some opportunistic either buying of IP or investing in scale. So, it certainly is not one or the other. The good news is, and maybe surprising for investors is that we can still achieve both given what we see is our cash profile and given the slightly increased level of leverage.

Okay. Thanks, Andy. Thanks, Dave.

Your next question comes from Todd Juenger from Sanford Bernstein. Please proceed.

Hi. Good morning. I'll keep it to one question because it's potentially a rather large one depending on how you choose to answer it. I'd love to explore international, particularly the affiliate fees a little bit with you, if you don't mind, and just the world is a big place, but when we think about how to get confidence going forward, anything you could do to decompose the sources of growth there? A lot of your press release talked about subscriber growth in the emerging markets. How much is that as a sort of percentage of your growth going forward as opposed to, say, more stable parts in the world like Western Europe, where you think about your pricing cadence and deal renewals and Eurosport and new additions like that? Anything you could share on sort of the mix of how that goes? And in the Western Europe part of the world, if there's anything you could say in terms of pace of renewals, pricing expectation on renewals, I know we all find that very helpful. Thank you very much.

Thanks, Todd. First, the cycle internationally in general tends to be more like three years versus five years or six years or seven years here in the U.S., that's first. And this won't surprise most of you, but there really is a difference historically in pricing of distribution deals. The way that it's worked historically is that you get your extra pricing by growth. So price has been relatively flat over the last 10 years for most of us in the content business, and it's because distribution was growing pretty aggressively almost around the world. We still see aggressive growth, meaningful growth in Latin America, particularly Brazil and Mexico, although Brazil has slowed down a little bit with the economy, and India, we're seeing meaningful growth in Eastern Europe. There are lot of other markets that are more mature now, like Western Europe and a number of the markets in Japan. What we've been able to do with our strategy, which is starting to come through and we'll take a shorter time than it did here in the U.S. where the cycle is longer, is we have been scaling up in Europe over the last four years or five years. And with the Olympics, with Eurosport, but more importantly just with the overall scale expansion, because we've been growing our market share double-digit for the last six consecutive years in Europe and Latin America, we now sit with distributors. And we started about a year-and-a-half ago where in Western Europe, since there's very modest sub growth, it's not going to work for us. And so the good news is we have enough scale, we believe, to drive price. And we've been able to do that as our deals come up, the same way we had an attack plan to drive a step up in pricing here in the U.S., we have that outside the U.S. We're not executing it everywhere because there were a number of markets we're getting better than double-digit growth just because gestationally these continue to be higher growth markets. And then those markets, we'll play the old game where we're continuing to grow share, we're getting our channels carried, distributors are promoting us, and we're getting double-digit growth. In the more mature markets, we are being quite aggressive. Look, in Sweden, we pulled our signal. And we were off for four days, and then we went back on and we were able to get better than double-digit increase. Across much of Europe on renewals, we have been very clear that our scale is up, our investment is up, and we need significant increases. And so you'll see those come in over the next couple of years.

Thank you.

One other point, Todd, that I think we can provide that I think is meaningful is that TV Everywhere and SVOD is becoming a big part, particularly TV Everywhere and VOD across those mature markets. And we have a 20-year library in language, and we also have the Olympic IP, and we also have sports IP. And so, the ability for us to have a win-win, which is you take our channels, but in addition, we'll give you some more content for TV Everywhere because we have a ton of it, it's a win for them, it's a win for us, and it helps us further substantiate the pricing rather than just the old Shootout at the O.K. Corral.

Your next question comes from Anthony DiClemente from Nomura. Please proceed.

Thank you very much, and good morning. David or Andy, you had a nice acceleration in the U.S. distribution revenue from 6% last quarter to 7%. It seems like there has been some stability in terms of U.S. video subscribers in the quarter. I know it's tough to track quarter-to-quarter, but following a pretty tumultuous quarter last quarter, I just wanted to ask about that. I know that rate is the driver of that 7%, but are you guys seeing any of that stability in terms of the paid subscriber accounts that you see that you track and get paid for? Thanks. And then I have a follow up.

Thanks, Anthony. As you know from our Investor Day, we assumed, as the industry started to show very slight decline that that was going to continue. There is a lag because we tend to get paid two months to three months later. But looking at the earnings reports from the distributors, I think it was very encouraging. Some of them have gained subs, others are declining at much lower rates. If that flows through, that'll be meaningful upside for us to what our plan is because we've assumed that there'll be slight decline and even at the numbers that we were seeing in the recent earnings reports, that's better than what we have in our plan. And so, we'll just have to see. For us, the good news is we're very protected on the bundle. We could've gotten more price and structured deals where there was more flexibility to move some of our channels. We opted to have the maximum security for our channels, and get price, and so we will track pretty closely what the universe estimates are because we did build into our deals over the last four years less flexibility to move around our channels.

Thanks a lot, David. And then, Andy, on the organic international ad growth acceleration, up 12% in the 3Q versus 7% in the prior quarter, a nice acceleration. You pointed out in your prepared remarks or David or Andy you did I think the specific country strength in Brazil and Latin America. I just wanted to ask how sustainable is that 12% as we go forward into the fourth quarter and next year? How should we be thinking about? Is it safe to assume double-digits? Anything you can give us on the forward outlook for organic international advertising would be helpful. Thanks.

Sure. Well, Anthony, we certainly don't want to give too much expectation today about 2016, but look we're very encouraged by that 12% trend. I think it continues to speak to our share of viewership being meaningfully higher than share of wallet. We talked about the third quarter, the second quarter being a bit of an anomaly, so us being back in the double-digit range is where we should be. For me, I continue to think that's where we're going to stay for a while. We just have so much growth potential and opportunity across so many of our key markets and regions, and so I think the third-quarter trend not only is encouraging, but I think indicative of a lot of the kind of core ad sales metrics we're seeing across our international markets.

Great. Thank you, guys.

Our last question comes from the line of Kannan Venkateshwar from Barclays. Please proceed.

Thank you. Andy, just one question on the buyback. I just wanted to check, I mean, given that the Investor Day is just about a month old now, what changed in the last month for you to go to the other extreme of actually increasing the leverage target and levering up to buy back stock versus what you guys mentioned during the Investor Day?

Hey, Kannan, this is something that we've thought about and debated the merits of for quite some time, quite frankly. We had one of our board meetings in October and look, when we look at our portfolio, we look at our free cash flow growth, we look at the fact that 80% of our U.S. affiliate deals are done with tremendous rate CAGRs; when we look at our cash tax rate and what we're doing there to drive that down, when we compare ourselves, not only those operating metrics, but then we compare ourselves to our peers around, as I mentioned I think before, our interest coverage ratios, our free cash flow to debt yield, it's the right capital structure for us. We have de-risked U.S. business model. We have an accelerating cash flow model. I'm extraordinarily comfortable with the seat I'm in, that we can sustain this higher level of leverage still being fully committed to maintaining our investment grade and allow ourselves to drive a higher level of return on equity while still being very prudent with our debt and capital structure. So, it just was very much kind of the timing of not only board discussions, but then just operationally how confident I feel now about our growth profile.

Got it. Thank you.

Ladies and gentlemen, thank you for calling into the Q3 2015 Discovery Communications earnings conference call. This concludes today's conference. You may now disconnect. Have a wonderful day.