UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): June 16, 2009
DISCOVERY COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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001-34177
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35-2333914 |
| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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One Discovery Place
Silver Spring, Maryland
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20910 |
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(Zip Code) |
(240) 662-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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):
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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):
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Part II — Item 6. Selected Financial Data. |
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Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations. |
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Part II — Item 8. Financial Statements and Supplementary Data. |
1
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.
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| Exhibit No. |
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Description |
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23.1
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Consent of PricewaterhouseCoopers LLP |
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23.2
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Consent of KPMG LLP |
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99.1
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Financial Statements from Discovery Communications, Inc.’s
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2009 |
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99.2
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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 |
2