DISCA Discovery, Inc.

Risks

• There has been a shift in consumer behavior as a result of technological innovations and changes in the distribution of content, which may affect our viewership and the profitability of our business in unpredictable ways.
• Consolidation among cable and satellite providers, both domestically and internationally, could have an adverse effect on our revenue and profitability.
• The success of our business depends on the acceptance of our entertainment and sports content by our U.S. and foreign viewers, which may be unpredictable and volatile.
• As a company that has operations in the United Kingdom, the vote by the United Kingdom to leave the E.U. could have an adverse impact on our business, results of operations and financial position.
• Foreign exchange rate fluctuations may adversely affect our operating results and financial conditions.
• Our businesses operate in highly competitive industries.
• Failure to renew, renewal with less favorable terms, or termination of our distribution agreements may cause a decline in our revenue.
• Interpretation of some terms of our distribution agreements may have an adverse effect on the distribution payments we receive under those agreements.
• We face cybersecurity and similar risks, which could result in the disclosure of confidential information, disruption of our programming services, damage to our brands and reputation, legal exposure and financial losses.
• Financial performance for our equity method investments and investments without readily determinable fair value may differ from current estimates.
• Our ongoing efforts to integrate the Scripps Networks business with our own may not yield the anticipated benefits of the acquisition or we may be unable to manage our expanded operations, either of which would adversely affect our results of operations.
• Theft of our content, including digital copyright theft and other unauthorized exhibitions of our content, may decrease revenue received from our programming and adversely affect our businesses and profitability.
• We are subject to risks related to our international operations.
• Global economic conditions may have an adverse effect on our business.
• Domestic and foreign laws and regulations could adversely impact our operation results.
• Financial markets are subject to volatility and disruptions that may affect our ability to obtain or increase the cost of financing our operations and our ability to meet our other obligations.
• Acquisitions and other strategic transactions present many risks and we may not realize the financial and strategic goals that were contemplated at the time of any transaction.
• Our inability to successfully acquire and integrate other businesses, assets, products or technologies could harm our operating results.
• The loss of key personnel or talent could disrupt our business and adversely affect our revenue.
• Increasing complexity of global tax policy and regulations could adversely impact our international business and results of operations.
• We have a significant amount of debt and may incur significant amounts of additional debt, which could adversely affect our financial health and our ability to react to changes in our business.
• Our ability to incur debt and the use of our funds could be limited by the restrictive covenants in the loan agreement for our revolving credit facility.
• As a holding company, we could be unable to obtain cash in amounts sufficient to meet our financial obligations or other commitments.
• We have directors in common with those of Liberty Media Corporation (“Liberty Media”), Liberty Global plc (“Liberty Global”), Qurate Retail Group f/k/a Liberty Interactive Corporation (“Liberty Interactive”), Liberty Broadband Corporation ("Liberty Broadband"), and Liberty Latin America Ltd ("LLA"), which may result in the diversion of business opportunities or other potential conflicts.
• We have directors that are also related persons of Advance/Newhouse and that overlap with those of the Liberty Entities, which may lead to conflicting interests for those tasked with the fiduciary duties of our board.
• Holders of any single series of our common stock may not have any remedies if any action by our directors or officers has an adverse effect on only that series of common stock.
• If Advance/Newhouse were to exercise its registration rights, it may cause a significant decline in our stock price, even if our business is doing well.
• John C. Malone and Advance/Newhouse each have significant voting power with respect to corporate matters considered by our stockholders.