Discovery Communications Announces Exchange Offer and Consent Solicitation for Scripps Notes

SILVER SPRING, Md., March 5, 2018

• newly issued 2.75% Senior Notes due 2019 of DCL (the "New 2019 Notes") for any and all of Scripps Networks Interactive, Inc. ("Scripps") outstanding 2.75% Senior Notes due 2019 (the "2019 Notes");
• newly issued 2.80% Senior Notes due 2020 of DCL (the "New 2020 Notes") for any and all of Scripps' outstanding 2.80% Senior Notes due 2020 (the "2020 Notes");
• newly issued 3.50% Senior Notes due 2022 of DCL (the "New 2022 Notes") for any and all of Scripps' outstanding 3.50% Senior Notes due 2022 (the "2022 Notes");
• newly issued 3.90% Senior Notes due 2024 of DCL (the "New 2024 Notes") for any and all of Scripps' outstanding 3.90% Senior Notes due 2024 (the "2024 Notes"); and
• newly issued 3.95% Senior Notes due 2025 of DCL (the "New 2025 Notes" and, together with the New 2019 Notes, the New 2020 Notes, the New 2022 Notes and the New 2024 Notes, the "New Notes") for any and all of Scripps' outstanding 3.95% Senior Notes due 2025 (the "2025 Notes" and, together with the 2019 Notes, the 2020 Notes, the 2022 Notes and the 2024 Notes, the "Old Notes"), as described in, and for the consideration summarized in, the table below.

				Exchange Consideration(1)(2)		Early Participation Premium(1)(2)	Total Consideration(1)(2)(3) ARIVA.DE Börsen-Geflüster Kurse Discovery B -   0,00% Discovery C -   0,00% Warner Bros Discovery Inc 7,97 $ +0,25%
Aggregate Principal Amount Outstanding	Series of Old Scripps Notes to be Exchanged	CUSIP No.	Series of New Discovery Notes to be Issued	New Notes (Principal amount)	Cash	New Notes (principal amount)	New Notes (principal amount)	Cash
$500,000,000	2.750% Senior Notes due November 15, 2019	811065AB7	2.750% Senior Notes due November 15, 2019	$950	$1.00	$50	$1,000	$1.00
$600,000,000	2.800% Senior Notes due June 15, 2020	811065AE1	2.800% Senior Notes due June 15, 2020	$950	$1.00	$50	$1,000	$1.00
$400,000,000	3.500% Senior Notes due June 15, 2022	811065AF8	3.500% Senior Notes due June 15, 2022	$950	$1.00	$50	$1,000	$1.00
$500,000,000	3.900% Senior Notes due November 15, 2024	811065AC5	3.900% Senior Notes due November 15, 2024	$950	$1.00	$50	$1,000	$1.00
$500,000,000	3.950% Senior Notes due June 15, 2025	811065AG6	3.950% Senior Notes due June 15, 2025	$950	$1.00	$50	$1,000	$1.00

(1)    Consideration per $1,000 principal amount of a series of Old Notes validly tendered and accepted, subject to any rounding as described herein.
(2)    The term "New Notes" in this column refers, in each case, to the series of New Notes corresponding to the series of Old Notes of like tenor and coupon.
(3)    Includes the Early Participation Premium for Old Notes validly tendered prior to the Early Participation Date described below and not validly withdrawn.

The New Notes will be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the Company. The guarantee will rank equally with all other unsecured senior indebtedness of the Company.

The Exchange Offers are being made solely to holders of the Old Notes on the terms and subject to the conditions set forth in the Offering Memorandum.

None of the New Notes have been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state or foreign securities laws.  The New Notes are being offered for exchange only (i) to qualified institutional buyers as defined in Rule 144A under the Securities Act ("QIBs") in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and (ii) outside the United States to persons other than "U.S. persons" in reliance upon Regulation S under the Securities Act.  Only holders of Old Notes who have properly completed and returned an eligibility certification certifying that, among other things, they are (i) QIBs within the meaning of Rule 144A under the Securities Act, or (ii) not "U.S. persons" and are outside of the United States within the meaning of Regulation S under the Securities Act, are authorized to participate in the Exchange Offers and Consent Solicitations (as defined below).  The holders of Old Notes who have certified that they are eligible to participate in the Exchange Offer pursuant to at least one of the foregoing conditions are referred to herein as "Eligible Holders."

Upon the terms and subject to the conditions of the Exchange Offers, in exchange for each $1,000 principal amount of Old Notes of a series that is validly tendered prior to 5:00 p.m., New York City time, on March 16, 2018 (such date and time, as they may be extended with respect to any exchange offer, the "Early Participation Date") and not validly withdrawn, holders will be eligible to receive the total exchange consideration set out in the table above (the "Total Consideration"), which consists of $1,000 principal amount of the applicable series of New Notes and a cash amount of $1.00.  The Total Consideration includes the early participation premium set out in the table above (the "Early Participation Premium"), which consists of $50.00 principal amount of the applicable series of New Notes.  In exchange for each $1,000 principal amount of Old Notes of a series that is validly tendered after the Early Participation Date but prior to the Expiration Date (as defined below), holders will be eligible to receive only the exchange consideration set out in the table above (the "Exchange Consideration"), which is equal to the Total Consideration less the Early Participation Premium and so consists of $950.00 principal amount of the applicable series of New Notes and a cash amount of $1.00.  The Exchange Offers will expire immediately following 11:59 p.m., New York City time, on March 30, 2018, unless extended (such date and time, as they may be extended with respect to either exchange offer, the "Expiration Date").

Each New Note issued in exchange for an Old Note will have an interest rate and maturity that is identical to the interest rate and maturity of the tendered Old Note, as well as identical interest payment dates and redemption provisions and will accrue interest from and including the most recent interest payment date of the tendered Old Note.  Consequently, accrued interest will not be paid in addition to the consideration described above.  Holders may withdraw their tender of Old Notes at any time prior to the delivery of a certificate to the Scripps Trustee (as defined below) evidencing receipt of the consents of the holders of at least a majority of the then outstanding aggregate principal amount of Old Notes related to the corresponding series of Old Notes (the "Requisite Consents") with respect to each series of Old Notes, which we expect to occur promptly after receipt of the Requisite Consents (such date and time, as may be extended with respect to any exchange offer, the "Withdrawal Deadline"), but thereafter such tenders will be irrevocable, except in certain limited circumstances where additional withdrawal rights may be required by law or if such Withdrawal Deadline is otherwise extended by Discovery in its sole discretion.

Concurrently with the Exchange Offers being made by DCL, Scripps is soliciting consents (the "Consent Solicitations") from each Eligible Holder, upon the terms and conditions set forth in the Offering Memorandum (the "proposed amendments") to each series of Old Notes governed by, as applicable, the Indenture, dated as of December 1, 2011, between Scripps and U.S. Bank National Association, as Trustee (the "Scripps Trustee"), as amended by the Second Supplemental Indenture, dated as of November 24, 2014 with respect to the 2019 Old Notes and the 2024 Old Notes and as amended by the Third Supplemental Indenture, dated as of June 2, 2015 with respect to the 2020 Old Notes, the 2022 Old Notes and the 2025 Old Notes. The Indentures governing the Old Notes are referred to collectively as the "Scripps Indentures".

Eligible Holders are prohibited from consenting to the proposed amendments to the relevant Scripps Indenture without tendering their Old Notes in the appropriate Exchange Offer and are prohibited from tendering their Old Notes for exchange without consenting to the applicable proposed amendments.  The consent may be revoked at any time prior to the Withdrawal Deadline by withdrawing the Old Notes that were tendered.

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