Acquisitions and Dispositions (Tables)
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9 Months Ended |
Sep. 30, 2018 |
Business Combinations [Abstract] |
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Schedule of Components of the Acquisition |
The following table summarizes the components of the aggregate consideration paid for the acquisition of Scripps Networks (in millions of dollars and shares, except for per share amounts, share conversion ratio and stock option conversion ratio) as of March 6, 2018. | | | | | | Scripps Networks equity | | | Scripps Networks shares outstanding | | 131 |
| Cash consideration per Scripps Networks share | | $ | 65.82 |
| Cash portion of consideration | | $ | 8,590 |
| | | | Scripps Networks shares outstanding | | 131 |
| Share conversion ratio per Scripps Networks share | | 1.0584 |
| Discovery Series C common stock | | 138 |
| Discovery Series C common stock price per share | | $ | 23.01 |
| Equity portion of consideration | | $ | 3,179 |
| | | | Shares awarded under Scripps Networks share-based compensation programs | | 3 |
| Scripps Networks share-based compensation awards converting to cash | | 2 |
| Average cash consideration per share awarded less applicable exercise price | | $ | 46.90 |
| Cash portion of consideration | | $ | 88 |
| | | | Scripps Networks share-based compensation awards | | 1 |
| Share-based compensation conversion ratio (based on intrinsic value per award) | | 3 |
| Discovery Series C common stock issued (1) or share-based compensation converted (2) | | 3 |
| Average equity value (intrinsic value of Discovery Series C common stock or options to be issued) | | $ | 15.19 |
| Share-based compensation equity value | | $ | 51 |
| Less: post-combination compensation expense | | (12 | ) | Equity portion of consideration | | 39 |
| | | | Scripps Networks transaction costs paid by Discovery | | 117 |
| | | | Total consideration paid | | $ | 12,013 |
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Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The preliminary fair value of assets acquired and liabilities assumed, as well as a reconciliation to cash consideration transferred is presented in the table below (in millions). | | | | | | | | Preliminary November 30, 2017 | Intangible assets | | $ | 295 |
| Content rights | | 176 |
| Accounts receivable | | 84 |
| Other assets | | 26 |
| Other liabilities | | (230 | ) | Net assets acquired | | $ | 351 |
| Goodwill | | 136 |
| Remeasurement gain on previously held equity interest | | (33 | ) | Carrying value of previously held equity interest | | (329 | ) | Redeemable noncontrolling interest | | (55 | ) | Cash consideration transferred | | $ | 70 |
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The fair value of the assets acquired and liabilities assumed is presented in the table below (in millions). | | | | | | | | | | | | | | | | Preliminary September 25, 2017 | | Measurement Period Adjustments | | Final September 25, 2017 | Goodwill | | $ | 59 |
| | $ | 16 |
| | $ | 75 |
| Intangible assets | | 71 |
| | (18 | ) | | 53 |
| Property plant and equipment, net | | 16 |
| | 1 |
| | 17 |
| Other assets acquired | | 6 |
| | — |
| | 6 |
| Liabilities assumed | | (8 | ) | | 1 |
| | (7 | ) | Net assets acquired | | $ | 144 |
| | $ | — |
| | $ | 144 |
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The preliminary fair value of assets acquired and liabilities assumed, measurement period adjustments, as well as a reconciliation to consideration paid is presented in the table below (in millions). | | | | | | | | | | | | | | | | Preliminary March 6, 2018 | | Measurement Period Adjustments | | Updated Preliminary March 6, 2018 | Accounts receivable | | $ | 783 |
| | $ | — |
| | $ | 783 |
| Other current assets | | 421 |
| | (24 | ) | | 397 |
| Content rights | | 1,088 |
| | — |
| | 1,088 |
| Property and equipment | | 315 |
| | — |
| | 315 |
| Goodwill | | 6,003 |
| | 213 |
| | 6,216 |
| Intangible assets | | 9,175 |
| | — |
| | 9,175 |
| Equity method investments, including note receivable | | 870 |
| | (132 | ) | | 738 |
| Other noncurrent assets | | 111 |
| | 3 |
| | 114 |
| Current liabilities assumed | | (494 | ) | | (133 | ) | | (627 | ) | Debt assumed | | (2,481 | ) | | — |
| | (2,481 | ) | Deferred income taxes | | (1,695 | ) | | 8 |
| | (1,687 | ) | Other noncurrent liabilities | | (383 | ) | | 65 |
| | (318 | ) | Noncontrolling interests | | (1,700 | ) | | — |
| | (1,700 | ) | Total consideration paid | | $ | 12,013 |
| | $ | — |
| | $ | 12,013 |
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Schedule of Acquired Finite-Lived Intangible Assets by Major Class |
The table below presents a summary of intangible assets acquired and weighted average estimated useful life of these assets. | | | | | | | | | | Fair Value | | Weighted Average Useful Life in Years | Trademarks and trade names | | $ | 1,225 |
| | 10 | Advertiser relationships | | 4,995 |
| | 10 | Advertising backlog | | 280 |
| | 1 | Affiliate relationships | | 2,455 |
| | 12 | Broadcast licenses | | 220 |
| | 6 | Total intangible assets acquired | | $ | 9,175 |
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Schedule of Business Acquisition, Pro Forma Information |
The following table presents their revenue and earnings as reported within the consolidated financial statements (in millions). | | | | | | | | | | | | Three Months Ended September 30, 2018 | | Nine Months Ended September 30, 2018 | Revenues: | | | | | Distribution | | $ | 279 |
| | $ | 673 |
| Advertising | | 645 |
| | 1,631 |
| Other | | 43 |
| | 109 |
| Total revenues | | $ | 967 |
| | $ | 2,413 |
| Net (loss) income available to Discovery, Inc. | | $ | (16 | ) | | $ | 12 |
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The pro forma adjustments were based on available information and upon assumptions that the Company believes are reasonable to reflect the impact of these acquisitions on the Company's historical financial information on a supplemental pro forma basis (in millions). The following table presents the Company's pro forma combined revenues and net income (in millions, except per share value). | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | 2018 | | 2017 | | 2018 | | 2017 | Revenues | | $ | 2,593 |
| | $ | 2,582 |
| | $ | 8,367 |
| | $ | 7,920 |
| Net income available to Discovery, Inc. | | 162 |
| | 232 |
| | 510 |
| | 815 |
| Net income per share - basic | | 0.23 |
| | 0.33 |
| | 0.71 |
| | 1.14 |
| Net income per share - diluted | | 0.23 |
| | 0.33 |
| | 0.71 |
| | 1.13 |
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