ITEM 8.01 Other Events.
In connection with the filing of a registration statement on Form S-3 with
the Securities and Exchange Commission (the "Commission"), Discovery
Communications, Inc. ("Discovery" or the "Company") is filing this Current
Report on Form 8-K to revise portions of the Company's Annual Report on Form
10-K for the year ended December 31, 2008 filed with the Commission on
February 26, 2009 (the "2008 Form 10-K") to reflect, for all periods presented,
the retrospective adoption, effective January 1, 2009, of Financial Accounting
Standards Board ("FASB") Statement No. 160, Non-controlling Interests in
Consolidated Financial Statements, an Amendment of ARB No. 51 ("FAS 160") and
Emerging Issues Task Force ("EITF") Issue No. 07-1, Accounting for Collaborative
Arrangements ("EITF 07-1").
FAS 160 establishes accounting and reporting standards for the
non-controlling interest in a subsidiary, commonly referred to as minority
interest. Among other matters, FAS 160 requires that non-controlling interests
be reported within the equity section of the balance sheet and that the amounts
of consolidated net income or loss and consolidated comprehensive income or loss
attributable to the parent company and the non-controlling interests are clearly
presented separately in the consolidated financial statements. Also, pursuant to
FAS 160, where appropriate, losses will be allocated to non-controlling
interests even when that allocation may result in a deficit equity balance.
While the accounting provisions of FAS 160 are being applied prospectively
beginning January 1, 2009, the presentation and disclosure requirements have
been applied retrospectively. Upon adoption of FAS 160, the Company reclassified
minority interests in its consolidated balance sheet from other noncurrent
liabilities to the equity section. Additionally, the Company changed the way
non-controlling interests are presented within the consolidated statement of
operations such that the statement of operations reflects results attributable
to both the Company's interests and non-controlling interests. The results
attributable to the Company's interests did not change upon the adoption of FAS
160.
EITF 07-1 defines collaborative arrangements and establishes accounting and
reporting requirements for transactions between participants in the arrangement
and third parties. A collaborative arrangement is defined as a contractual
arrangement that involves a joint operating activity, such as an agreement to
co-produce and distribute programming with another media company. The provisions
of EITF 07-1 are being applied retrospectively to all collaborative arrangements
in place as of the effective date. Upon adoption of EITF 07-1, the Company
included additional disclosures regarding its accounting policy for and amounts
attributable to collaborative arrangements. The Company's accounting for
collaborative arrangements did not change upon the adoption of EITF 07-1.
The adoption of FAS 160 and EITF 07-1 were previously reflected in the
Company's most recent Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2009 filed with the Commission on May 4, 2009 (the "March 2009
Form 10-Q").
This Form 8-K is also being filed by Discovery to include a note in the
Company's March 2009 Form 10-Q and the 2008 Form 10-K with condensed
consolidating financial information reflecting the consolidation of Discovery
with Discovery Communications, LLC ("DCL"), Discovery Communications Holding,
LLC ("DCH") (DCL and DCH are 100% owned subsidiaries of the Company), and the
direct and indirect non-guarantor subsidiaries of Discovery as of March 31,
2009, December 31, 2008 and 2007, for the three months ended March 31, 2009 and
2008, and for each year in the three-year period ended December 31, 2008. This
condensed consolidating financial information is being provided in connection
with the shelf registration of certain fully and unconditionally guaranteed debt
securities.
The following section of the March 2009 Form 10-Q is being filed to include
condensed consolidating financial information (such section is filed as an
Exhibit hereto and hereby incorporated by reference herein):
• Part I - Item 1. Financial Statements.
The following sections of the 2008 Form 10-K are being filed to reflect the
retrospective adoption of FAS 160 and EITF 07-1, to include condensed
consolidating financial information and certain additional disclosures (such
sections are filed as Exhibits hereto and hereby incorporated by reference
herein):
• Part II - Item 6. Selected Financial Data.
• Part II - Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
• Part II - Item 8. Financial Statements and Supplementary Data.
The Company has included the entire text of the affected sections. No
sections of the 2008 Form 10-K or the March 2009 Form 10-Q other than those
identified above are being revised by this filing. Information in the 2008 Form
10-K is generally stated as of December 31, 2008 and this filing does not
reflect any subsequent information or events other than the adoption of the
accounting pronouncements and the addition of the condensed consolidating
financial information described above. Similarly, information in the March 2009
Form 10-Q is generally stated as of March 31, 2009 and this filing does not
reflect any subsequent information or events other than the addition of the
condensed consolidating financial information described above. Without
limitation of the foregoing, this filing does not purport to update the
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the 2008 Form 10-K or the March 2009 Form 10-Q for any
information, uncertainties, transactions, risks, events or trends occurring, or
known to management. More current information is included in the Company's other
filings with the Commission. This Current Report on Form 8-K should be read in
conjunction with the 2008 Form 10-K, the March 2009 Form 10-Q and the Company's
other filings. Other filings contain important information regarding events,
developments and updates to certain expectations of the Company that have
occurred since the filing of the 2008 Form 10-K and the March 2009 Form 10-Q.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP
99.1 Financial Statements from Discovery Communications, Inc.'s Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2009
99.2 Selected Financial Data, Management's Discussion and Analysis of
Financial Condition and Results of Operations, and Financial Statements
and Supplementary Data from Discovery Communications, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2008
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