Andrew T. Slabin - Discovery, Inc. David M. Zaslav - Discovery, Inc. Gunnar Wiedenfels - Discovery, Inc..

Drew Borst - Goldman Sachs & Co. LLC David Joyce - Evercore Group LLC Michael Morris - Guggenheim Securities LLC Steven Cahall - RBC Capital Markets LLC Alexia S. Quadrani - JPMorgan Securities LLC Jessica Jean Reif Cohen - Bank of America Merrill Lynch Todd Michael Juenger - Sanford C. Bernstein & Co. LLC Michael Brian Nathanson - MoffettNathanson LLC.

Good day, ladies and gentlemen, and welcome to the Second Quarter 2018 Discovery, Inc. Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we'll conduct a question-and-answer session and instructions will be given at that time. As a reminder, this call may be recorded.

It is now my pleasure to introduce Executive Vice President of Global Investor Strategy, Mr. Andrew Slabin. Please go ahead..

Good morning, everyone. Thank you for joining us today for Discovery's 2018 Second Quarter Earnings Call. Joining me today is David Zaslav, our President and Chief Executive Officer; and Gunnar Wiedenfels, our Chief Financial Officer.

You should have received our earnings release, but if not, feel free to access is on our website at corporate.discovery.com. On today's call, we will begin with some opening comments from David and Gunnar, after which we will open up the call for your questions. Please try to keep to one or two so we can accommodate as many folks 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 they 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, 2017, and our subsequent filings made with the U.S. Securities and Exchange Commission. And with that, I'd like to turn the call over to David..

our pivot to reach viewers across digital, mobile and direct-to-consumer channels; and our ability to stand out in the marketplace as a preferred partner for the top players in the industry.

In June, we announced plans to form an unprecedented 12-year strategic partnership with the PGA Tour to create a Global Home of Golf, including a dedicated OTT service which we'll take around the world and across our digital and linear channels beginning in 2019. This is a fantastic new opportunity to expand the strength of our sports portfolio.

Leader in sports in Europe through Eurosport, home to the Olympics in Europe, as well as our global distribution platform and direct-to-consumer capabilities, to a passionate international audience which strongly complements our existing superfan portfolio.

Golf today is a truly global sport with half of the PGA Tour's top players coming from outside the United States. As highlighted by Italian Francesco Molinari's victory at the British Open last month.

In Germany, we expanded our partnership with ProSieben to include the Eurosport Player and ProSieben's maxdome VOD service, putting us in a unique position to become a leading streaming service in Germany.

The agreement builds on our existing partnership with ProSieben to build a Hulu-like streaming service with Discovery and ProSieben's nine combined German channels, and is a good example of using our market relationship, direct-to-consumer expertise, and real-life and sports portfolio to drive value with important local partners.

Expect to see more of this innovation in key markets going forward. We are very excited about these opportunities and others including Motor Trend and the Eurosport Player. And as we execute and scale these businesses, we expect modest investment headwinds will, over time, translate into impressive revenue tailwinds.

Culmination across all of our efforts is manifesting itself in strong free cash flow growth where we are notably ahead of our original timeline to delever back below our target of 3.5 times net debt to adjusted OIBDA.

Our path to greater financial flexibility paves the way for us to make smart long-term investments in our business while still maintaining a healthy trajectory for operating and free cash flow growth. Thank you for your time this morning, and wishing you all a few great last weeks of summer with friends and family. I'll now turn it over to Gunnar..

Thanks, David, and thank you, everyone, for joining us today. As David noted, I am very pleased with our underlying fundamental performance this quarter as well as the continued momentum we are gaining with respect to the integration and transformation of our newly-combined Company.

Indeed, as I stated before, the further we proceed in executing our strategic plan, the better we feel about the opportunities ahead of us for the new Discovery.

This morning, I will first provide a brief overview of our second quarter results, followed by an update on our integration and transformation efforts, as well as a discussion of the financial impact from some recent strategic developments, and we'll close with our outlook for the third quarter and the full year.

My commentary today will, again, focus on our pro forma results which include the operations of Scripps as well as OWN and Motor Trend as if all had been owned since the beginning of 2017. And it will be in constant currency terms for the international and total company commentary, unless otherwise stated.

Please refer to our earnings release filed earlier this morning for all of the detailed cuts of our second quarter results. Let me start by noting that we are very pleased to report that we met or exceeded all of our second quarter top line guidance metrics, and now, let's delve into the results. Starting with total company.

Second quarter total company revenues grew 1% driven by 5% international growth and 1% domestic growth. Partially offset by a 69% revenue decline for Education and Other due to the April sale of our education division.

Adjusted OIBDA grew 5%, 400 basis points above revenue growth as total company costs were down year-over-year in our first full quarter post acquiring Scripps where we started to realize the benefits of transforming the new Discovery with 1% U.S. adjusted OIBDA growth and 15% (sic) [14%] (19:14) International adjusted OIBDA growth.

Looking at each operating unit, starting with the U.S. segment, second quarter U.S. total revenues, advertising and affiliate revenues, each grew 1%.

The 1% advertising growth was driven by continued monetization and integration of our GO platform and digital offerings, as well as strong pricing, partially offset by lower linear delivery, especially in the first part of the quarter.

On ratings, as David noted, we enjoyed real momentum throughout the quarter at certain networks including Food and Travel, and this momentum continued to build in July. The 1% distribution growth was primarily due to increases in affiliate rates partially offset by declines in subscribers.

The 1% represents a slight deceleration versus the first quarter trends due a slightly tougher SVOD comp in the second quarter. Delving further into the drivers of U.S. affiliate and looking at pro forma sub trends, overall sub trends remain consistent with recent quarters.

Subscribers for our combined portfolio were, again, down 5% due to the continued high-single to low-double digit losses at our smaller networks. But more importantly, subscriber declines for our combined fully distributed networks remain consistent with last four quarters, down 3%. Pro forma second quarter U.S.

adjusted OIBDA increased 1% as operating costs were up with higher marketing spending driven by the timing of premieres, particularly at TLC, partially offset by lower personnel costs. Turning now to the International segment.

Pro forma total second quarter International revenues were up 5%, driven by 2% advertising growth, primarily due to strength at TVN in Poland due to higher pricing as well as increases due to stronger sell-through leading to higher volume in key markets like Italy, Sweden and Spain, partially offset by weakness in the UK in part due to the World Cup and declines in Norway and Denmark due primarily to continued decreases in put levels (21:08).

And pro forma affiliate growth of 7%, just ahead of our guidance of mid-single digits. Looking at the drivers of our second quarter affiliate growth by region, in Europe, we had another quarter of solid growth driven again by higher and stronger-than-expected digital revenues from the Eurosport Player partially due to another quarter of Bundesliga.

To a lesser extent, growth in Europe was also driven by increases in linear contractual rates. In Latin America, we also saw healthy growth primarily due to higher pricing. Growth in Europe and Latin America was, again, offset by declines in Asia, our smallest market, as we continued to be impacted by lower pricing as affiliate deals renew.

Turning to the cost side, pro forma operating costs were up 1% in the second quarter, as a 3% increase in cost of revenues was partially offset by a 3% decline in SG&A.

I am very happy that adjusted OIBDA was up 15% with margins expanding 200 basis points to 32% as we benefited from a combination of solid underlying growth due to strong cost management and transformation savings starting to flow through, partially offset by P&L investments back into a digital and mobile growth area.

Having reviewed the highlights of our second quarter results, let me now provide some color on certain forward-looking trends. As usual, I will specifically outline our third quarter top line expectations for each major operating segment. Again, International commentary will focus on pro forma constant-currency growth. First, U.S. advertising.

We expect third quarter U.S. advertising growth to sequentially accelerate a couple hundred basis points versus the 1% growth seen in the second quarter.

Growth is expected to be primarily driven by our improvement in linear ratings, continued monetization of digital, as we expect further success of our GO apps as well as continued increases in pricing. And this growth is expected to be partially offset by further universe declines.

As we look ahead to the fourth quarter, we are confident that we will see additional tailwind given the very successful recently-completed upfront that David discussed.

We had identified the upfront as one of the early significant revenue synergies of the new Discovery, and we are very pleased with the outcome that Jon Steinlauf and team were able to achieve. Second, U.S. affiliate.

Given the unusually large digital contributions from selling global distribution rights for Manhunt to Netflix in the third quarter of 2017, we expect third quarter U.S. affiliate growth to be around flat.

Fourth quarter growth should be similar, given the tough comp on the Scripps side due to their distribution agreement true-up in the fourth quarter of 2017 during which legacy Scripps domestic distribution revenue increased over 10%.

However, beyond the tough comps in the back half of this year, based on the terms of our existing deals, the renewal cycle and increasing confidence in gaining additional distribution on virtual MVPDs, we currently expect to deliver a significant step-up in our affiliate growth rates in 2019. Third, International advertising.

Third quarter International advertising is expected to, again, be up in the low single-digits range. Overall, we expect Europe will, again, benefit from continued strength at TVN in Poland as well as sell-through and pricing in markets like Sweden and Germany, partially offset by continued put level (24:24) declines in Norway and Denmark.

The Latin American region is also expected to see continued growth, although we've turned a bit more cautious on our outlook for Brazil. Finally, International affiliate.

Third quarter International affiliate is expected to be up in the low single-digit range, a deceleration versus second quarter growth primarily due to the impact from the new ProSieben joint venture which deconsolidates our Eurosport Player and a large portion of the associated costs in Germany.

Otherwise, overall trends remain relatively consistent with second quarter. We still expect Europe and Latin America to grow. Growth in Europe should be driven by year-over-year increases in digital revenues as well as higher contractual linear rates, and Latin America should continue to benefit from higher pricing.

This will, again, be partially offset by overall declines in Asia. It is important to note that third quarter growth would have been projected to be in the mid-single-digit range excluding the impact of our new ProSieben JV. So, let me take a minute to explain this JV and its financial impact.

I am personally very excited about this strategic and financial investment. For several years, TV players in the German market have been strategizing about the opportunity that exists for a joint OTT platform, and we have finally come together with this groundbreaking offering.

While there is still a lot of operational execution ahead of us, I'm confident in our joint ability to provide a great product to the marketplace. This deal will have several implications for our reported financials.

Discovery International affiliate revenue growth will be lower than current trend and prior projections by a couple hundred basis points due to the absence of contributions from Eurosport Player in Germany to the Discovery consolidated revenues.

International adjusted OIBDA will improve by a couple hundred basis points, and of course, we will pick up our 50% share of the JV in equity and earnings of affiliates, which we expect to incur modest initial losses so our share should be $5 million per quarter for the remainder of this year.

For the sake of clarity, please note that we will not be recognizing any revenues on our P&L to the extent we fund associated losses of this JV. And now, I would like to share a quick update on our integration of Scripps.

We remain in full transformation mode and are fully engaged in reshaping the business and positioning Discovery to best address our industry's challenges and opportunities.

We continue to press ahead across our multiple work streams and initiatives, striving to maximize the potential of the new Discovery, touching upon and refining virtually all of our core competencies, including content creation, advertising and global distribution of content. All of our initial progress is still extremely encouraging.

We remain confident in our synergy target of at least $600 million of run rate cost synergies alone within the first two years of close, or by March 2020, and are already starting to enjoy early success as evidenced by our declines in personnel costs and the lower structural cost internationally this quarter.

Let me remind you that we have continued to make investments in next-generation platforms and new businesses.

These investments were approximately $50 million for this quarter alone, yet at the same time, we were able to expand our total company adjusted OIBDA margins by 200 basis points year-over-year, as our transformation is absorbing these investments and overall underlying cost inflation. Now, let's look at cost to achieve.

In the second quarter, we booked another $187 million of restructuring and other costs including an additional reserve for severance and additional content impairments in our International business where we looked to increasingly use Scripps content replacing previously-acquired content.

While a lot of transformation activity is still being refined, we now expect that we could see another $100 million to $150 million of restructuring and other costs in the back half for a total of around $600 million for the full year.

Depending on the pace and timing of implementation of the total restructuring costs for 2018, we currently anticipate that around $300 million to $400 million will impact our 2018 free cash flow.

As David mentioned, we remain equally excited by the revenue opportunities and enhanced growth prospects we are just beginning to realize from the combination and are extremely pleased with our initial progress. Let me now turn to our outlook for the full year 2018.

I am pleased to reiterate all of the full year guidance we have given on our last call. We still expect pro forma constant currency adjusted OIBDA growth to be in the mid-single digit range versus 2017's pro forma adjusted OIBDA of $4.055 billion.

Please keep in mind, that our full year reported adjusted OIBDA will be roughly $250 million lower than pro forma since we are only including Scripps in our reported numbers from March 6 on.

Please note, that as a result of the higher restructuring expenses related to International content as well as the net $28 million tax reserve taken in the quarter, we now expect our full year book tax rate to be in the mid- to high-20% range versus our prior expectation of mid-20% range.

While our cash tax rate ex PPA is still expected to be in the low 20% range with full year total intangible asset amortization still expected to be around $1.2 billion. I am also pleased to reiterate that our full year reported free cash flow is still expected to be around the $2.3 billion range.

The final result will continue to depend on currency trends, the timing of the pay-out of restructuring costs and working capital movements. I remain very pleased with the ability of our company to generate significant free cash flow.

We will continue to allocate virtually all of our free cash flow towards paying down debt and now expect to have net leverage at or below 4 times by the end of the year, an improvement versus our prior guidance of around 4 times. I will also again quantify the expected foreign exchange impact on our 2018 results.

Given the strengthening dollar recently, the year-over-year impact on revenues and adjusted OIBDA has come down a bit versus prior guidance, but we still expect a nice tailwind.

At current spot rates, FX is expected to positively impact revenues by approximately $80 million and positively impact adjusted OIBDA by approximately $20 million versus our 2017 reported results.

In closing, we continue to be pleased by our continued progress and excited by the many opportunities we are uncovering through the transformation of the new Discovery. Thank you, again, for your time this morning. And now, David and I will be happy to answer any questions that you may have..

Thank you. And our first question comes from the line of Drew Borst with Goldman Sachs. Your line is now open..

Great. I have two questions. First for Gunnar, when you look at the legacy Discovery business in the U.S., I noticed that the distribution and advertising, you had no growth in the second quarter. You made some comments that on the distribution side, there was an SVOD comp. Maybe you could explain how big of a comp that was.

And on the advertising side, maybe you could just elaborate a little more on what was going on..

Sure, Drew. Good morning. So, let me start with one general comment on how we look at those numbers now. You've seen that we focused the commentary on the pro forma numbers, because that's how we manage the company and our sort of standalone legacy Discovery or Scripps numbers will become less and less – meaningless.

But to address your question, clearly you're right with the observation. So, we've seen flat distribution revenue in the second quarter. And we have pointed out that part of that was driven by SVOD seasonality in the prior year, so there was a bit of an impact and if it hadn't been for that SVOD comp, we would have seen distribution revenues up.

Also, I mean, while we're at the topic, let's talk about some of the other revenue components on the U.S. side for the Discovery standalone portfolio. You've also seen flat advertising revenues.

We've talked about previously that the ratings trends going into the second quarter wasn't great, but I'm also very happy with the dynamic that we have seen developing through the second quarter and into the third quarter now. The Food Network has come around very nicely.

We're also seeing the Discovery Channel up in June and we're continuing to see a trend in July, which has led us to the more positive outlook for the third quarter, and then the additional tailwind that I've mentioned earlier for the fourth quarter. Also, I want to....

Okay, great. And then ....

Go ahead..

No, go ahead. I didn't mean to interrupt..

Yeah, no. So, I mean, just – while we're at it, you also see that the profitability on the U.S. side for the Discovery standalone has been slightly lackluster.

Again, this is a deliberate decision that we made to drive our investments in marketing expenses in the second quarter, partly driven by seasonality because we had a larger number of premiers that's we wanted to push.

But also, as David pointed out in his speech, we are seeing a lot of traction in our ability to promote content across the larger portfolio. So, we've made those deliberate investments here and I think we can be happy with the result that we're seeing, and the rating trends give us a lot of confidence.

And then, I want to point out one last point on this, on the profitability of the business. As I said in my speech, there are different sort of overlaying trends here. We've got a business as usual cost development. We have continued to make investments in our next-generation platforms. Again, that was $50 million across the entire group.

And we have been offsetting that by the early impact of our transformation exercises. So, if you want to take a step back, look at the full company results, then the way I look at it is we've generated $75 million in revenue growth on a pro forma basis and we've dropped $62 million of that to the bottom line.

So, that's clearly the early impact of our transformation, and there are puts and takes across the portfolio, but that's sort of the high-level view that I would take..

That's great, very helpful. And then, a second question for David. I wanted to ask about your DTC strategy, particularly in the U.S. I saw you made some comments recently at TCA about direct-to-consumer and the importance of it. Obviously, you made the new hire yesterday that you mentioned in your script.

Could you just give us an update on your current thinking about the potential for taking some of your big U.S.

brands direct-to-consumer?.

Sure. Thanks, Drew. Well, we're pleased to have Peter Faricy join us. He built the Amazon Marketplace platform. He built the tech stack and he's a digital native that really focuses on what does the consumer want. And we've been at this for a while on the direct-to-consumer side and we're excited about having him join us.

One of the things that we've decided is, as a company, and you see it because it flows through everything we do, is that we want to own all of our IP on all platforms. Part of what happened with legacy Discovery is we're not syndicating our content like we used to.

We're not selling it in ways that we used to because we want to hold on to as much as we can because we think we have something really special and something that's quite unusual. And we're feeling better and better about that. We have quality brands. We own the content. It's global.

Here in the U.S., our share is growing, and the viewership on our channels is growing and our ability to promote across our channels and, at the same time, our GO platforms are growing. On the DTC, we have full optionality. The first thing that I've been saying for years is the U.S. is different than every other market.

And it's just been driven by the aggressive push of retransmission consent networks and sports and kind of bullied the marketplace into carrying that onto every platform at very high rates. And the consequence of that was a decline in subscribers because people didn't want to spend that much.

The good news is that I think consumers are saying, enough, that there's a lot of quality content out there. We see it with our GO platform with droves of 18 to 25-year-olds watching our channels. And Randall, I think, courageously said, I'm launching a real skinny bundle. And between DIRECTV GO and AT&T Watch, it's very encouraging.

We don't have all the data yet, but we're A to B, 30 channels there and we've seen in other markets, when we can get that kind of share, that we end up with a massive increase in the viewership that we get on those platforms and it drives much younger people coming on. And so, the distributors doing skinny bundles, I think, is a big step forward.

I think you're going to see a lot more of it. I think you'll see us participate in it. One of the things that we're feeling a lot more confident now as our channels – we have three, the three top channels for women; Discovery getting stronger.

Our overall portfolio, the second largest in America in terms of total viewership, that – and the quality of what we have that we will be on many more of these platforms. We're confident that's going to happen.

And so, now, we look and we go what do we do with this great IP? What do we do with these great brands? And unlike any other media company, we have full optionality. We like the skinny bundles. We're focused on getting on every one of them, and I think you'll see in the near-term that we're pretty confident we're making progress on that.

And then, we have the ability to do it ourselves or do it with others. And so, we're having discussions. We're looking at it. But right now, I think things are moving in a very positive direction for us and, at the very essence of that is, let's make sure we have great content that people really want.

And right now we feel like we have the best differentiated basket of content, and we look a lot different than everyone else and in every skinny bundle, if we're on it, I think we could be very dominant..

That's great..

And, Drew, let me come back to your first question. I want to make sure that we very clearly lay out what the affiliate cadence is going to look like for this year. Because, I mean, as we said going into the year, 2018 has less of a rate increase impact than prior years, and we do see some seasonality on the SVOD side.

So, while SVOD does explain part of the slower growth in the second quarter, it will also continue to have an impact in the second half of the year, specifically on the third quarter numbers. That's why we're guiding around flat. And then, the fourth quarter number has a very tough legacy SNI comp, so that's going to be in that range as well.

But as I said, we are now much clearer on the view on 2019, and if we look at the contractual rate increases that we have locked in already, our renewal cycle, and then, as David said earlier, much more confidence on the virtual MVPD side. As I said, we do see a significant step-up in 2019.

So, around flat in Q3 around flat in Q4, and then a step-up for next year..

Great. Thank you for the responses. Very helpful..

Thank you. And our next question comes from the line of Vijay Jayant with Evercore. Your line is now open..

Thank you. This is David Joyce for Vijay. Maybe we could ask a nuance of that question. But David talked about seeing an increase in visibility in the over-the-top pick-up from the different platforms and the revenue growth into the year-end and into 2019. What gives you confidence on that? Thank you..

What gives us confidence is that when you look at how people are watching television, when they could watch anything, there's more people in America that are loving our content, watching it, having most of our channels be the number one channel they want to watch.

I mean, three of the top five channels they watch every – they wanted at over-the-top service. And so, let me just leave it that. I'll just say that I think we feel quite confident that we'll make some real progress soon and that we've earned it..

All right. Thank you..

Thank you. And our next question comes from the line of Michael Morris with Guggenheim Partners. Your line is now open..

Thank you. Good morning, guys. I want to follow-up a little bit on the affiliate outlook into next year and just decompose it a little bit. First, I guess, on the subscriber trend side, you've seen kind of consistency in the rate of decline for the last several quarters, as you've mentioned.

Do you expect – do you have clear sight into that decline mitigating? And is there – are there any particular events, a launch of a service or a change in some input there that you're going to lap coming up that could give some relief? And then, second of all, you mentioned not only the renewal cycle but also like your existing terms as contributing to your confidence and acceleration.

So, could you share what type of terms those are? Are there – you have existing contracts that have an acceleration in the rate that you're being paid next year? Thanks..

Yeah. Michael, so, if we look at the drivers on a piece-by-piece basis, the – clearly the subscriber trend is one of the most uncertain variables, and we're pretty much assuming a continuation of the trends that we're seeing in the marketplace today.

Clearly if, as David alluded to, we manage to secure additional distribution on further MVPDs, that would have an impact on subscriber numbers. But sort of the general trend, we're not assuming a major change of those.

In terms of existing terms, yes, it's correct, we obviously have a large number of contracts in place and we have contractual rate changes. And as we have said before, 2018 was a bit of a special year because the share of our subscriber base that was affected by rate increases was a very small share only for 2018.

We have price increases kicking in for a larger part of the base..

Great. Thank you for that. And maybe if I could just follow-up on the first question – or one of the first questions.

With respect to your direct-to-consumer strategy, it's a pretty basic question, I think, but maybe a complex answer which is, what do you think about or what are the considerations in not simply launching a Discovery direct-to-consumer product in the U.S.

at a price point that's meaningfully above, let's say, your sort of average or even the high-end of your current distribution contract? So, an example would be a CBS All Access, which clearly seems to be priced above their retransmission fee rates. You haven't chosen to do it.

I know there's a lot going on, but maybe what are the key considerations for why you haven't done it to date? Thanks..

Netflix, Showtime, HBO, Starz, Amazon Prime, there are what – Disney with their acquisition of Rupert's great company. These look like fantastic companies that are in the business of scripted and movies.

And as you go on these platforms more and more, you're seeing the same movies, and the cost is very high, and they're quite good, and I think many of them are going to be very, very successful. But to a consumer, they're starting to look a lot alike.

And if you want something different, you – there's one place to look that has all the quality, all the brands that people love, all the characters and stories and a massive library to nourish and support. And so, we're looking at that and saying we have this differentiated basket that's very compelling and global.

And so, we're carefully looking at it.

Would we – could we align with somebody? Should we align with some of the existing players? Should we go it ourselves? Should we align with the direct-to-consumer platform? Should we align with a global player? We're having a lot of discussions and we feel very good about the fact that we have something quite different that's very highly in demand and we're seeing our viewership and the love of our stuff growing.

So, we're just going to keep our optionality open, and in the meantime, we are going direct-to-consumer already with sports in Europe. We're going to direct-to-consumer in Germany where we launched our Hulu product. We're going direct-to-consumer with cars, with our Motor Trend product, which we're taking global.

And the deal that we did with Jay Monahan, the great commissioner of the PGA, is – we think that could be a serious and meaningful business. We're reaching over 5 billion people and we own all of the rights to the PGA Tour outside the U.S.

including the Latin America Tour, the Asia Tour, and we have some more stuff that we're looking at that will be quite interesting in that space. But we will build a full-on golf ecosystem that we think people will – with a great demographic, that we think could be a leading opportunity for us.

We are in the direct-to-consumer business already and we like our hand..

Great. Thank you both..

Thank you. Our next question comes from the line of Steven Cahall with Royal Bank of Canada. Your line is now open..

Thank you. A couple financial questions from me. Maybe first, both for David and for Gunnar. Gunnar, I think you talked about $300 million to $400 million of net impact on free cash flow from restructuring this year.

So, could you just talk about as you get into 2019, what that may look like? And is that net of the run rate savings? I imagine when you start to look into next year, you have both more savings and less restructuring spend.

So, maybe helping us bridge that would be helpful? And relatedly, David, I think you've talked about $3.5 billion in free cash flow. If you could just give us an update on what your line of sight is into that? And then, I have a quick follow-up just on the adjusted OIBDA guidance..

Why don't I just start off before I hand it to Gunnar for details because we're quite serious here about setting the right economic incentives to get the right performance to make sure that we get the right synergy, that we optimize the company for growth, to make sure that we get the free cash flow.

Our goal of doubling free cash flow, of having this company look like a free cash flow machine. One of the things in the incentives in particular for Gunnar is, if we do not meet these targets, we're going to move Gunnar into Greg's bedroom in the attic of the Brady Bunch house. And that's not a fun place to be.

It didn't have a door, there were beads, if you remember. And Marcia and Cindy and Peter and Bobby and Jan, they were all in the main house, but Greg was up in the attic. And so, that's the final kind of incentive for – to make sure that Gunnar delivers on all these numbers he's going to tell you about right now..

Okay. So, yeah. So, look, I mean, as I said, we're reiterating the guidance for this year. We're looking at slightly higher restructuring expenses, of that $300 million to $400 million, $250 million have actually already come through in the first and second quarter, so there's between $50 million and $150 million left for the remainder of the year.

And then, based on the fact that some of the restructuring expenses are non-cash, you might have seen there's some content impairment in territories where we're leaning into the Scripps content more heavily. That, obviously, will stay non-cash so there shouldn't be a very large number of restructuring expenses coming through in 2019.

And, I mean, as we've said before, if we look at the combination of our baseline growth, our transformation and synergy opportunities, I think some opportunities in working capital, we continue to have a clear visibility for that $3 billion free cash flow number that David and I have been talking about.

Again, I want to make clear, this is not a 2019 guidance. We'll guide you for 2019 as we close this year. But there's a clear visibility ahead of us for that number..

So, I would just say, in all seriousness, it's going very, very well. You could see it in the fact that we've said originally two years to be below 3.5 times levered and we'll be at 4 times or below this year. So, you do the math.

But we're looking forward to, and driving very hard, to be below 3.5 times leverage soon and emerge with this great global IP company together with a free cash flow machine and sit down with our board and look at what do we do with that free cash flow..

Great. And then, just a quick follow-up on the adjusted OIBDA guidance. With the deconsolidation of Eurosport Player in Germany, I get that from what you said, to only be about a $20-million increase to International adjusted OIBDA.

So, is it correct to clarify that your total company-adjusted OIBDA guidance for the year is not a downgrade because you're getting this slight uptick in International? It's all kind of the same because the bucket's too big? Or are you signaling a bit of a slight reduction excluding the ProSieben impact? Thanks..

No, I'm absolutely not signaling a reduction in our OIBDA guidance. We've said before that we're looking at a mid-single-digit increase over the $4.055 billion pro forma number for last year and that continues to be the guidance. Keep in mind, this is only a couple of months' impact from the deconsolidation of the Eurosport Player in Germany.

It's not a hugely material number..

Thank you..

Thank you. And our next question comes from the line of Alexia Quadrani with JPMorgan. Your line is now open..

Hi. Thank you.

Just a bigger picture question for David and then a quick follow-up, following the PGA deal you guys just recently did, as well as your other global sports investments, I mean, do you feel you have a full plate of opportunities ahead or should we look even for more announcements of new investments in European or global sports? And then, just a follow-up on the commentary earlier on the upfront, just curious if you could give any more color on how the ownership of Scripps really impacted? Obviously, it was positive.

I think you mentioned that. But any more color on really the ins and outs of the upfront and how that worked would be great. Thank you..

Thanks, Alexia. Look, we like our current position. We're actually looking hard at our Eurosport position. We're the leader in sports. We don't think we necessarily need more, but we have learned over the last couple of years, it's the big events. So, we've extended out all the majors in tennis. We've extended out the cycling. We have the Olympics.

And so, I think we've gotten a little bit better at buying. And the majority of the sports that we've bought are in low- to mid-single-digit increases with that strategy of having somebody else spend a lot of money for football. And in many cases, we come in with the only pan-European platform. So, I think for Eurosport, we feel pretty good.

We don't think we need a lot more. And the PGA, we will reinforce our golf position. And I think you'll see us getting – with the PGA, we have the, really, the Premier Tour. And we have the PGA library and all their know-how.

And together, we're serious about building a full-on global golf ecosystem with markets like China and a number of markets in Asia, we think, having huge opportunity. Other than that, we'll be opportunistic.

Once we build a global platform for golf with an ecosystem that works, and that's what Peter is really going to be driven by, and Alex Kaplan, who is the President of that business, great talent. I think that that best practice could be something that a lot of people would want to piggyback on.

There are loads of sports that want to reach globally, and we view ourselves as having the opportunity to be the one global company that can reach with sports everywhere in the world. And so, if you're a smaller league, it would be very difficult to build an entire platform.

But we have a platform in all of Europe, and we're building a global platform for the PGA, and so we can envision a moment where people would come to us and say can I be on your platform.

I don't know if they would pay us to be on, or if they'd come on and we'd do a split, but we think that that could create a real opportunity because it's a differentiated skill set that we have to be in every language in the world, with boots on the ground all over the world, with a direct-to-consumer competency.

And, on the upfront, we had a very good upfront. We were able to get meaningful increases across all of our channels.

I think that one of the benefits is that if you want to buy live viewing in the U.S., we made very clear we're the second largest company in the U.S., but more importantly, we have great brands that people love with huge length of view. And so, that's a revenue synergy that we hadn't built in the plan, that we're starting to see.

Steinlauf was very creative. He built a hits package where we took our top 30 channels, and on average broadcast – 30 shows, and on average broadcast is getting over a $50 CPM. Cable, in general, was getting about a $15 CPM. And so, there's this legacy disadvantage which makes no sense.

And so, by putting our hits package together, we're actually delivering, from our perspective, better than the broadcasters. And so, the engagement on our networks is up. And finally, it's very safe. And as you look across the digital environment, when you look across broadcast, people are coming in and they're watching a show.

The people that watch HG, Food, Discovery, ID, they're coming and they're spending time with us. And advertisers are finding that not only is the engagement higher, but that the viewing of advertising is higher. So, we feel very good about it. You'll start to see that flow through in the fourth quarter, and we think there's nothing but upside.

This idea that we're the second biggest television company in America is something that we're digesting, and the advertising community wants to treat us like we're still a traditional cable company. Well, from a scale perspective, we're bigger than most of the broadcast companies..

Thank you very much..

Thank you. And our next question comes from the line of Jessica Reif with Bank of America. Your line is now open..

Thanks. I have two topics.

One on Germany, could you just talk a little about the revenue model for the JV? Is it advertising, subscription, or both? And what's the potential in this market, and the potential to expand out of this market with the JV? And then, on advertising, do you see – it's a little just to clarify maybe a little bit on you've closed the gap a bit.

It sounds like you've closed gap on the female networks but how much have you closed? And how much more is there to go? And then, just in general on advertising, are you seeing any share shifts? Like, David, you talked a lot about you deserve a higher share.

Are you seeing more money coming into cable? Are you seeing less money go into digital? Like, just talk about overall trends..

Yes. Jessica, let me start on that Germany question. So, I mean, as you know, I've been in that market for most of my career. And, as I said in my script, we have been thinking about this for many, many years.

And some early efforts have been stopped by, quite frankly, antitrust considerations because back at that time the, let's say, the strength of the digital and Internet players wasn't seen as much yet.

So, the entire marketplace, from my perspective, agrees that this is a huge revenue opportunity because everyone, every TV player in the marketplace, has been building their own offerings on an OTT basis.

Yet, by coming together for the first time, we're going to be able to create sort of a single destination like your TV set in a linear traditional world for the online space. And we have been very clear in our press release that we're inviting other players in the market to join this platform.

Not only is there an efficiency point, of course, because we're stopping to make all those investments on an individual basis, but we're joining forces. But it's – I think it's a very, very attractive product from a consumer standpoint.

And to your question on the revenue model, we're going to be offering a lot of different opportunities for consumers to enjoy our content. The basic layer is an ad-funded catch-up OTT product. Then, on top of that, you'll be able to get an HD live stream for a subscription.

We will – you will be able to add onto that the maxdome SVOD product which has a lot of the top Hollywood output, a lot of the stuff even with pre-premieres before it becomes available on the linear side. And then, of course, you can bundle in the Eurosport Player. And we're working on sort of structuring these offerings.

But I think it's going to be a very compelling menu of options for people in the marketplace. So, again, it's early days, but we're very happy about this opportunity and we're going full steam ahead. On the – on your clarification question for the U.S. upfronts here. Clearly, we have been successful from a pricing perspective.

As David said, one of the most important priorities for us was to get adequate pricing for I. And on average, across the upfront deals, we were able to get ID pricing up 25%, which I think is a great result. We're happy with that outcome. It's going to help our fourth quarter and 2019 revenue growth.

And also beyond ID, on average, we've been in the high-single, low-double digit range for most of the networks..

All right. Thank you. And our next question comes from the line of Todd Juenger with Sanford Bernstein. Your line is now open..

Hi. Thanks for taking the question. I'll try and keep it quick. (01:01:48). First, David, you mentioned a couple times about some optimism about getting incremental distribution on some of these virtual MVPDs.

Could you just talk through a little bit on your thinking around your willingness in terms of number of your networks that you'd be willing to put on there, assuming maybe a smaller selection of them and the rate you'd require to get those networks on there; if it's similar, higher, lower, in order to secure that distribution compared to others? And then, the other quick question – I hope quick – is just Asia.

Maybe, Gunnar, I know it's your smallest part of International. Could you remind us just, at this point, about how big Asia is as a percent? And any information on what's going on there in terms of – looks like lower affiliate prices on renewals? Think advertising's been down, too.

What can we learn from that market, and what's specific to that market that makes it so different? Thanks..

I think that we've been clear that we think that we have channels that are very valuable and that we're making progress in our discussions with the – some of the MVPDs that we're not carried on. Our channels are – the integrity of our – of the economics of those channels will be maintained.

We have structured it so that if somebody carries our top channels, that we end up with 85% of the money. That's true in the U.S. and around the world where the fees for our more important networks are higher and we've done that over the last several years.

And we're not going to be – we're going to be holding on to our true economics because we feel that our channels are – provide significant value..

And, Todd, I mean, on Asia, I mean, you actually asked two questions, right? One is the size. It's very small. It's a single-digit percentage of our total revenue. It's even smaller from a profit perspective. And, I mean, to your question what's going on, I think this is something that not only we are dealing with.

I think as the markets mature, there are many territories in Southeast Asia where there's a – an increasing appetite for local content. So, for years, it's been a great business to exploit the International English-speaking content there was a great business model.

Consumers are turning more towards local content, and quite frankly, we're seeing that in our recent renewals. But again, I mean, as we've said before, if you take a look at what we did in Q4 last year and Q1 of this year, we're also seeing another effect, and that is increasing appetite for our content in the mobile and digital space.

Q1 and Q4 were heavily impacted by a deal we did in China which was driving additional revenues into the group. So, let's see how this evolves. But again, from a strategic perspective, more of a pivot toward digital, and then probably less on the linear side.

It's not huge, and I mean, we will see how bundling our activities with the digital space, with our PGA Tour deal, with new content on the local side will play out..

We think golf is going to be a big helper. We don't think it. We spent a lot of time talking to the existing distributors, doing a real analysis on how golf is presented, what the growth of golf is, how many players there are in each country. And as we go to China, we own all the PGA Tour rights. We have all the PGA Tour rights in Japan, in Korea.

So, we think that, having spoken to the distributors and looking at the viewership and the growth, that in some of these markets, the PGA is the NFL. So, we think it could be quite hopeful to us that we have all those rights on all platforms starting – we won't get all of them in – we have them all in the 12-year partnership.

Some of them roll in, so might be that one country we don't get until 2020 or the 2021. But we think that will help us, and we're seeing it already in a lot of the discussions that we're having..

Okay. Thank you..

Thank you. And our next question comes from the line of Michael Nathanson with MoffettNathanson. Your line is now open..

Thanks. I have two quick ones for David. David, just on the JV in Germany, do you see that model working in other places? And if so, what type of markets would that work in? Secondly, now that you're pointing to 2019 as a better affiliate fee growth year, can you give us a sense of the consolidated U.S.

footprint? What is the number or the percentage of footprint that comes due in 2019 and 2020? So, just a broader look at how much of your seasoning of your portfolio is turning over next couple years..

Sure. Well, look, I think that the – in terms of the JV, we think it's quite compelling because we have all of this local content.

And as a global Company when we look at Poland, when we look at Northern Europe, where we're the equivalent of like NBC and CBS combined, where we have all that IP, it's particularly a significant opportunity for us to go with other broadcasters, align together, put all of that IP together, because it's the IP that people watch.

And across all of Europe and Latin America, we have the advantage of having 10 to 12 channels in every country and relationships. So, as I said, I think you'll see more of it. It's a fight back, but it's not just a fight back against Netflix and Amazon Prime and HBO going global. It's a different offering.

People want to see the content they love, and they want to see it on all platforms. And so, there's a great place for the subscription-based, scripted and movie platforms, but in a lot of these markets where we have loads of original content in language, we're talking to other players like us where, together, we could be pretty compelling.

On the subscriber side, I don't want to get into detail. But as we've said, we can look at what's – these things are lumpy. We could look at what's going on based on deals that we've done already and what the step-ups are.

And that we're quite – we can look, and we can see that next year you will see meaningful subscriber increases throughout all of next year which – in contrast to what you'll see for the next two quarters. And that's locked in..

Thanks, David..

And, ladies and gentlemen, that is all the time we have today for questions. So with that said, I would like to thank everyone for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone have a wonderful day..