Good day, ladies and gentlemen, and welcome to the Quarter 3 2012 Discovery Communications, Inc. Earnings Conference Call. My name is Carolyn, and I'm your operator for today. [Operator Instructions] As a reminder, the call is being recorded for replay purposes. I'd like to turn the call over to Craig Felenstein who's the Senior Vice President of Investor Relations. Please go ahead, sir.

Thanks, operator. Good morning, everyone. Thank you for joining us for Discovery Communications' Third Quarter 2012 Earnings Call. Hopefully the timing of our release did not interfere too much with your election day plans. Joining me today is David Zaslav, our President and Chief Executive Officer; and Andy Warren, our Chief Financial Officer. You should have received our earnings release. But if not, feel free to access it on our website at www.discoverycommunications.com. On today's call, we will begin with some opening comments from David and Andy. After which, we will open the call up to your questions. [Operator Instructions] 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 Form 10-K for the year ended December 31, 2011, and our subsequent filings made with the U.S. Securities and Exchange Commission. And with that, I'll turn the call over to David.

Thanks, Craig. Good morning, everyone. We appreciate you joining us. And before we begin the call, on behalf of myself and the entire team at Discovery, I wanted to extend our thoughts and best wishes to everyone who has been impacted by Hurricane Sandy. It's been quite a week. Discovery's financial momentum continued during the third quarter as our sustained investment in developing high-quality content and building bigger brands of global appeal allowed us to capitalize on the relatively healthy worldwide ad environment and the further penetration of pay-television around the world. Investing in great series and specials in those geographic areas that provide the greatest advertising and affiliate opportunities has been a consistent strategic priority for Discovery and a key factor in our strong and dependable growth over the last few years. Our third quarter results were skewed by several one-off items, which Andy will discuss when he covers our financial performance, but the sustainable organic growth story remains robust. International expansion continues at a rapid pace as we broaden our global content offerings and capitalize on our unparalleled distribution platform, while domestically, targeted programming initiatives are delivering audience growth at several of our emerging networks and we continue to see market share gains across the portfolio. Though investing in bigger, stronger brands remains paramount, we remain committed to our success-based investment style. We do not just throw dollars against the wall and see what sticks. But rather, by incrementally spending on those brands that have demonstrated meaningful upside, we can maximize the best possible return on our programming dollars. There's no better example of this than Investigation Discovery. ID was launched back in January 2008 with the view that mystery and forensic content was compelling enough and had a sufficient audience base to be the linchpin for an…

Thanks, David. As David touched upon his comments, Discovery's underlying financial momentum continued during the third quarter as we further executed upon our strategic initiatives in a relatively favorable operating environment. Excluding the impact of foreign currency, Discovery delivered another quarter of revenue and OIBDA growth, despite the upside a year ago from the Netflix licensing agreement. On a reported basis, total company revenue was slightly below prior year, but organic revenue growth, which excludes the impact of licensing agreements and currency movements, was up over 8%, led by 15% international growth and complemented by 5% higher domestic revenues. Total operating expenses in the quarter were down 5% compared to the prior year as increased personnel costs were more than offset by our lower impairment charges, the impact of currency and the absence of expenses related to the Netflix agreement a year ago. Excluding the impairment charges, expenses associated with the licensing agreement and the impact of foreign exchange, total company operating expenses increased 3% versus third quarter a year ago. Discovery's continued ability to generate revenue growth in excess of expenses translated into a 4% increase in adjusted OIBDA during the third quarter on a reported basis as margins expanded by almost 200 basis points. Excluding the impact of licensing agreements, impairment charges and foreign currency, adjusted OIBDA grew 14%. Net income from continuing operations decreased to $214 million as the strong operating performance in the current year was more than offset by the net impact of prior year one-time items. Additionally, the current quarter included increased losses at our equity investments, higher mark-to-market share-based compensation, expense due to the appreciation in our share price and increased interest and tax expense. The higher-than-normal tax rate in the quarter was primarily due to a restructuring at our international operations, which…

[Operator Instructions] Please stand by for your first question, which comes from the line of John Janedis from UBS.

It's John Janedis. David, the free-to-air networks have been a great driver in Europe. Is there any way you can help us size the growth for you versus maybe the growth in the markets where you operate them? And in what inning do you think we're in on the growth curve there?

The free-to-air has really helped us in a slow market in Western Europe, no doubt. And it's because our model is quite good. We own all the content in those markets. And in particular, those markets have small pay-tv. So we're able to take content that only a small amount of the population has seen. And we'll pick up a stick or a broadcast network at a very low price, and then we could put content that cost us very little. For instance in Spain, we have very little original content; it's almost all library. And we've seen a lot of growth with Discovery MAX in Spain, and it's continuing to accelerate. Real Time in Italy is continuing to grow. It's now the #7 network in all of Italy. We also launched a men's network in Italy and our German free-to-air. It's a small piece of our overall strategy, but it's been very healthy for us because our costs are very low. And we have teams on the ground. They're already setting across multiple channels. And so it's given us a more heft and it's given us a more scale in those markets. It's not -- it really only works in markets were that pay-tv market is quite small. But we're starting to -- we are continuing to see growth, and I think that will help us over the next year or 2 in Western Europe. And when the market actually starts to pick up, you'll see an acceleration because of the number of channels that we have in that market.

Okay. And maybe a separate question. You talked about increasing the number of hours in some of the emerging nets. Are we at a point now where there's more room to ad hours there? And has there been maybe much of a change in your cost per hour given the success of the programming?

One of the things that we do is, first, we have a different strategy than a number of other media companies. We're real believers that you could still build channels, and with good stories and good creative people and great characters, you can attract real audiences to these new channels. We've had real success by investing in Animal Planet, in Science, ID, which is now the #6 network in America for women. And so we have been investing in about 7 channels, but we have 13. And so what we're trying to do is in the channels that we haven't figured out yet exactly how to grow, we're reducing our spend. And on the channels that we think we have the right recipe, we're increasing it. One of the advantages we have with the channels that we've been leaning into, which is ID and Animal Planet and Science, is that all 3 of them play very well around the world. We have Science now in over 150 countries. We've launched ID in the last year to over 130 countries. And we have Animal Planet in almost 200. And so when we invest, we view it as a worldwide investment because we could take it all over the world. But we are very careful, and in some of the channels that aren't generating significant value, where we don't feel like we have the right brand or the right recipe, we're holding back.

The next question we have comes from the line of David Bank from RBC Capital Markets.

The first question is on your guidance or your discussion of ad trends in the fourth quarter, you've kind of called out mid-single digits x a one-timer -- or I think high single digits x a one-timer in the fourth quarter. Could you just remind us of what that -- order of magnitude and what it was? The second question is, it's tough to get specific about one network, but I'm going to try and take another pass at it. Can you give us a sense of what percent of the growth of the overall business over the last couple of years that ID has driven and what is the likelihood that once that starts to kind of slow down, you see Destination America and you see Velocity, basically that you see catching lightning in a bottle and not worrying about anniversary-ing the lightning in a bottle of ID?

I'll take the second question. And then, Andy, you.

Sure.

On ID, I think we really have a very strong horse here that's going to deliver sustainable growth for a long period of time even if the ratings don't grow and they grew 30% in the last quarter, and we expect they will grow aggressively because we have a strong niche and we've seen growth every week and every month for the past 4 years. But the reason is that the CPM that we're able to get for that, for ID, is still quite low. And because of the way that the marketplace works domestically and internationally, it takes a few years before you can earn up the full value of your CPM. And so we started ID, when we flipped it from Discovery Times, it was probably getting 1/3 of the CPM that a successful cable network gets. And so little by little, we've been pushing it. And we've had some success, but a lot of the upside over the next 2 to 3 years -- I mean, right now the kind of ratings that we're delivering in daytime in women is just very valuable and the spread between what other cable networks are getting and what we're getting is really very, very significant. And so that'll take a couple of years. We also think we'll get the growth of that. And in terms of the amount of growth that it's provided for us in the last few years, it's small. In fact, there's been margin compression over the last few years because we've been investing in ID. And so the next 2, 3 and 4 years is when you're going to see the big benefit of that because we have successful series that are returning, but more importantly, the CPM is growing and it continues to grow every…

Yes, David, regarding your question of the one-time item a year ago, in the fourth quarter we announced or disclosed that we had about $5 million one-time pickup from ADU [ph] recognition kind of in the fourth quarter. That's non-recurring on the fourth quarter this year.

Your next question we have comes from the line of Jessica Reif Cohen from Bank of America Merrill Lynch.

I have one for each of you. David, could you just give us your thought process on M&A in general? And along the lines of what you've discussed on this call, on the free-to-air, how do you think about the free-to-air acquisitions versus pay-tv when you think about stuff outside the U.S.?

Okay. Well, we've been very careful because we're looking -- we only want to buy assets if we think they can help us grow faster because we have so much sustainable growth we think in the 13 channels we have here in the U.S. and maybe more importantly, in terms of our strategy, our international advantage. But the key to our company is dual revenue stream. That's the key to our domestic and international business. The reason why we're so profitable with free-to-air is because we have 8, 10, 11 dual revenue stream channels in a lot of these markets that we've been in for 5 or 10 years and we have a ton of content that's all paid for in those markets. And so free-to-air is really a very different model than when you think about free-to-air. We're not buying a free-to-air channel and then creating original content and buying content. So for us, free-to-air there is sort of an accessory, and I think long term it will stay that way. And free-to-air is not the core of how we see ourselves as a company. So -- and as we look at M&A, I would say -- as I've said over the last few years, our #1 target is international. We've grown our International business from 2007, we were making $250 million. This year, we'll make significantly more than $700 million. Our margins are expanding. The subscribers are growing. We're well positioned. But most importantly, we've got great teams on the ground in most markets now selling for us, and I'm spending over 40% of my time outside the U.S. because I think that's a lot of where the future and the differentiator of our company is. So to the extent that we could find assets outside the U.S. that'll help us grow faster, that we can evaluate quickly, that we have real synergy with, that would be our first priority. Having said that, we haven't been -- we don't want to overpay and we haven't been able to find those assets yet, but we're hopeful.

And then the second question is, actually I just want to follow up on a comment that Andy made earlier about advertising. You said something about volume being softer. On the other hand, it sounds like given your ratings, your upfront performance, you guys are doing okay. I just wanted you to clarify what you meant by that.

Yes, Jessica, we've had a few weeks of softness in early October. It's stronger now and the volume has picked up. But there were a couple of weeks in the early parts of October that were a little soft.

The next question comes from the line of Doug Mitchelson from Deutsche Bank.

A couple of questions. One for David or one topic for David. I think you're probably starting to get deeper in the negotiations with distributors on renewals. I think you've noted about 20% distribution up at year-end 2012. So I'd be interested in any characterization you would share of how those negotiations -- discussions are going. I mean, do they understand the value that Discovery has created since the renewals? Are they looking at value the same way you're looking at value? Anything you could share would be helpful.

Okay, great. We have a little bit less than 20% of our deals coming up and they come up over the next 5 years. But we feel very good about where we are. Our ratings across the board on our channels have never been this strong. Discovery is very solid. TLC has broken out. We have Animal Planet, strong. Maybe more importantly, as you look at all the additional channels we have, we have Discovery Español, the #1 channel to the Hispanic audience for men. We have Science with a great affinity audience. We have Velocity with an affinity male audience, so we have ID with middle-aged and older women. So we have a great diversity. We have great affinity groups. But more importantly, it's a far cry from where we were when we did our deals, where we had a strong Discovery, when TLC was the #20 or 25 network in America and then we had 11 more channels. And so all of our channels come up at once. Our market share was about 4%. Now it's over 9% and growing. And we have a great equitable argument, where we have reduced the overall cost of how we spend our money everywhere but content and brand. And we're spending a lot more money on our channels. And it's delivering for the operators. And so we feel that this is a good moment for us. It's been our strategy to make our channel stronger than grow our market share. And I think it's happening at a very good time. And we expect that it will be recognized with meaningful value from the distributors because they're meaningful value from us.

And I know I'm sort of chasing the question that you're not in a position that you necessarily want to answer for investors at this point in time. But I mean, can you point us to the right direction as to how we should think about value? If we use your ratings, as you said, your market share has more than doubled, but I imagine the expectation isn't that you're going to double your rates. I mean, is there I think you can point us to that we can use for the math behind what we should think the rate increases would be?

We don't like to talk about negotiations. What I would say is that we think that we should be getting significantly more value from the operators for our channels. That value will come primarily in terms of increased sub fees. But there are other ways that the distributors can give us value, either with -- for instance ID was in 48 million homes 4 years ago; today it's in 80 million homes, Science was in 45 million homes; today it's in 72 million homes. So more carriage for our channels as well. But we're in some of those negotiations. We're looking forward to them. In addition, there are a number of operators that are interested in TV Everywhere. We haven't done TV Everywhere deals with anybody. The good news for us is we own all of our content. We created a new window for Netflix, which is working quite well for us, primarily 1.5 years to 2 years and older. The TV Everywhere window is tighter than that. And that, if we do reach deals, that will provide additional value and that could potentially accelerate when we do our deals. And one of the things that you see in the performance of the company is a little lumpiness in the way that the Netflix deal comes through. It's a very favorable deal for us. That deal -- we haven't seen any degradation in audience. In fact, for some of the series that we've provided that are much older, we're seeing some lift. And as you know, we have a right next year in the beginning of the year to opt in to another year of the Netflix deal on very attractive terms, which if we elect would then be again lumpy with a very big lump next year for that additional year that we opt in to.

Just to add one comment to David's notion on Netflix. While that not only gives us great opportunity to monetize some of our library, it is very lumpy from a P&L perspective. But from a cash flow perspective, it's extraordinary. And those cash flows are more steady throughout the period of time. So it allows us to really maximize the value of our cash flow. And if you look at the third quarter, our free cash flow was up 12%. That's very much driven by that. And so the cash flows of Netflix really is -- and Amazon, both really have a great cash profile.

The next question we have comes from the line of Benjamin Swinburne from Morgan Stanley.

I just had a clarification question for Andy and then a bigger picture one for David. Andy, just on the programming cost for next year, can you just repeat what you said? I just -- I think I missed it. I know you said it was up 15% next year?

No, Ben, what we said was programming expense to be up $50 million to $60 million next year as we amortize the increased investment we made this year. So as I've said, I think on this call and prior calls, we have invested in content this year, obviously getting a great payback on that, given our international growth and given the ratings we're seeing across our platforms. But we will have an amort pickup next year as we expense the cash we spent this year. But very importantly, we expect next year's cash spend to be reduced significantly from this year. A lot of that is driven by the fact we've increased the number of original hours on our core programs, so therefore, we don't have as much of that next year year-over-year, so we should have a much more levelized [ph] low level of cash increase on CapEx.

Okay. And I don't know if you have it in front of you, but do you have what the content expense and cash growth will be in '12, so we have the base?

Well, it's double digit on both. And so the expectation is double-digit increase on amort next year, but low-single digit on cash next year.

Got it. Okay. And then, David, one of the things that everyone's focused on beyond the macro is just what's happening with ratings trend. And I was wondering if you could chime in on that. It's obviously focused on the broadcasters. But is it something that you think is benefiting your business currently in the fourth quarter? And do you see the ratings erosion as a sign of a measurement issue or maybe something larger that is impacting the business? We'd love to get your thoughts.

It's hard to tell. I think that our strategy clearly is different. We have invested significantly in about 7 channels. Primarily 6.5 years ago, when I got here, this company was primarily Discovery. And so we've invested in TLC, which is now a top 5 network for women. We've invested in Animal Planet. We've invested in ID, a top 10 network in America. We've invested in Velocity, Destination America, OWN. So we're believers. We believe that viewers are not -- that if our strategy was just to make sure that we held or would grow 1 network or 2 networks, that, that -- that a better bet is to try and grow those 2 networks, but also invest in a number of other brands that people get comfortable with and spend time with. And it's been working for us domestically and internationally. I think it helps that as you look at the way people watch television, on Friday night, we're the #1 network for women on TLC, we're the #1 network for women on Sunday nights, that often when you ask women what shows they watch, they can name one show. But they know that TLC gets them and that's the place to go. The same thing for Discovery on several nights. People love ID and they can't name the shows, but they just want to hang out there. And so I think that the fact that people are spending more time with brands on television, and as you see broadcast coming down, we're seeing real growth. And so we believe that, that's probably going to continue. I can't speak to what's going to happen to broadcast, but we certainly see a trend that our brands are growing. And a better job we do with the characters and the stories…

The next question we have comes from the line of Todd Juenger from Sanford Bernstein.

One quick one on OWN again. I just wondered if you could maybe reconcile for us or help us understand. The ratings are just so high. I guess I'm somewhat surprised to see the increase in the loss line of the Other. I don't know if there's other stuff in there or something about the timing. But just given how strong the ratings are, that big sequential increase in the loss, anything you could help us with what's going on there would be number one. And then second, just a quick one. On the tax stuff, Andy, we knew you're working on that. I guess some of us forgot that sometimes to make progress you've got to take a step backwards. Do you have an idea, just -- I'm not asking for a long term forecast, but just how big if you could bound sort of the magnitude of where you think the tax rate could come down to you over the long term, just some indication of how the size of an opportunity you think that is?

Sure. Todd, on the first question regarding OWN, the losses were higher but they were noncash losses. The first part of the loss we knew about. We talked it in the last call about higher marketing and we're getting a payback, now if you look at the 60% increase in ratings. The second part there, the losses that flowed through Other income line, were content write-offs at OWN. As the new content is performing so well, we're just writing off some old library products. And so that's flowing through that. But again it's important to note that's noncash. The real key emphasis on OWN right now is the progress we're making on the funding piece. In the first half of OWN, we funded $84 million; in the third quarter, only $29 million; and in the fourth quarter we look for less than that. So we're clearly in line with our 2012 funding being less than '11. And so the progress we're making there both from an operating and ratings perspective is tremendous. But really from a cash flow perspective we're really right on, if not better than, what we highlighted 6 months ago.

And when you think about OWN, not only is the overall performance, economic performance, stronger, but the ratings are stronger and there is this moment where you're fighting to get people -- people only watch 6 or 8 channels, you're fighting to get people to spend time with your channel. And OWN has begun to really find a rhythm. The length of view is the second highest in our portfolio, so when people find it, they hang with it and they like it. Oprah has been very -- working very hard. She's on the air much more often. But more importantly, we're getting a lot of our rating points right now from Ilanya and from Sweetie Pie's and from a lot of the other original hours that we have on OWN. And we're -- our hit rate is dramatically higher. We were trying to figure out what OWN is and with a lot of time by the leadership there, Sheri Salata and Erik Logan and Oprah herself, and talking to the audience through oprah.com. We have a good sense of what they want. Now we're giving it to them. And so let's get the stuff out that's wrong. Let's do more of what's right. And then when you add to that, as a topping, Tyler Perry, maybe one of the great talents in Hollywood because he writes, he produces, he stars in. We went down to visit his facility in Atlanta. He does it all himself. We writes it all himself and he has a great relationship with Oprah. This is something that Oprah really wanted. We really wanted it. Tyler wanted it. I think it's going to create more balance, more humor, more diversity on the network. And if you think about it, Tyler Perry and Oprah Winfrey together on OWN. And so we're feeling quite good about that and next year will be a good year.

And, Todd, regarding your tax comment. It's well said. You often take a step back to move forward on tax. We did transfer intangible assets from the U.S. to the U.K. Those transfers had some temporary increases in the effective tax rate based on how we recognized that transfer, if there's a gain associated with that. But long term the effective tax rate goes down from that and there's other things we're pursuing as well given our global structures. So what I can say is this: today we're about a 36% effective tax rate both cash and effective. My goal is really to get that down 700 basis points and the goal being kind of the low 30s.

The next question we have comes from the line of Michael Nathanson from Nomura.

I have one housekeeping for Andy and then one for David, thematically. Andy, if you could just give us a help on the adjustments you made for your outlook. How big was Creative Sound Services in terms of the change and how big was the mark-to-market in terms of your updates? So when you guys adjusted your view for net income this year, can you help us with those moving pieces?

Sure. Well, the Creative Sound Services was about $75 million of revenue and so that's fully eliminated. The mark-to-market is about $20 million given the increase in our stock price. And so those are kind of the 2 higher. And then tax, the tax is slightly higher based on the adjustments I just talked about. The transfer of some of the intangibles creates a short-term effective tax rate increase.

Because I certainly know the revenues, and we assume like mid -- your double-digit margin is basically 15%, 20% for your sound solutions -- sorry, Sound Services?

Oh, no. That was basically a profit-neutral business.

Okay. So that doesn't really hit net income? Okay. And then, David, a question for you. You guys have been so successful in investment in programming. Look at the growth you have globally in ratings. Why would you want to slow down cash spending next year? Why not keep going at the level you've spent. And is there a chance that you'll revisit that if things change for programming next year?

Yes, first, we've been finding a lot of success, Michael with -- we have 3 series on TLC that are getting almost a 3 rating, some of -- 2 of them getting actually over a 3 rating. We have a lot of returning series. And for us unlike a lot of the other models, when we get returning series, the additional cost on return is not that high. And we won't have to go out and look for a lot more content on a number of these brands because we have a lot more returning, and so that's pretty efficient. And we're not going to be reducing. We just -- the increase is going to be -- we're not going to need to increase in a meaningful way. If we feel that we do because there's a big opportunity, we will. But we're getting -- we're much more efficient. We've also worked very hard over the last several years to get really good creative teams in place. We've made lots of mistakes. We've learned from those mistakes. And so -- and we have a really good sense of the brands at this point, probably much better than we ever have. It's still a hit or miss business, but we're feeling much better about where we are. And with more returning, we have much more confidence in the sustainability. When you look at Discovery, 4 years ago, it was Dirty Jobs, it was Man vs. Wild and it was MythBusters. Today, we have 5 series now that -- some of those are gone, and we have 5 series that are bigger than all 3 of those put together. Gold Rush is bigger than 3 of those series all put together. And so our series are fresher. And that's true across the board with ID. Henry's got a great formula. So we just think we could be more efficient and effective and less waste.

The next question we have comes from the line of Richard Greenfield from BTIG.

A couple of questions. One, when you look at Hub, curious how your agreement with Hasbro works. If Hasbro was in any event acquired by a third party, how does that impact The Hub and in its access to content and characters related to Hasbro? And then just two, David, you spoke about your excitement surrounding Tyler Perry and what that's going to do to OWN ratings. Just curious in terms of -- it seems like there's a change relative to kind of the original kind of lead-your-best-life aspirational side. And I was wondering as you look at OWN and how you're positioning it with advertisers, is this now going to be more of a general entertainment network, like a TBS where this programming has been before. Just wondering kind of how you're going to position it from an ad rate and sub rate card perspective.

Okay. The Hub is doing great, by the way. It's up over 60% in the last quarter, and Margaret Loesch is doing a terrific job. Quickly, we have great optionality if the company was to be acquired. We have kind of one-way optionality in terms into what we do, which gives us some good flexibility. But the business is doing very well, and we're happy with it. On Tyler Perry, it's really consistent with their vision. If anything, we were much too teachy [ph] and preachy and earnest when we started. And the mission for Oprah and I now is that we have a lot of great stuff like Super Soul Sunday and Life Class and Master Class. But we also -- we're having a lot of fun with Sweetie Pie's and with Tyler's type of stuff and with lot of content that's on there. And the audience said to us, "We want to have fun, we want to laugh, we want to see families. We want to see families struggle and we want to see families have fun. And we want some comedy." And so Tyler I think fits squarely within. And we're also getting a very large African-American audience on OWN, dramatic African-American audience. There was -- when Oprah interviewed Rihanna, we had more African-American women watching OWN than ABC, NBC, CBS and FOX put together. And so Tyler appeals to everyone, but that appeal to the African-American audience will be another helper.

The next question we have comes from the line of Anthony DiClemente from Barclays.

I just have one quick one left for Andy, which is, did you guys -- and I'm sorry if you did this -- did you update your 2012 free cash flow guidance number, Andy? And then as you look into 2013, I guess, is there anything changing as you -- as I compare net income to free cash flow in the model, is there anything that would sort of change that general ratio in terms of working capital or cash versus noncash as we look into 2013? Just trying to get free cash flow in the model accurate.

Okay. We did not actually update the free cash flow, Anthony. But it's still looking at about $1 billion for 2012. With regard to '13, we'll provide more perspective on '13 on the year-end call. But the only thing I'll highlight as far as a different thought as you model year-over-year, think in terms of less, well, a slight increase in content spend, certainly less of an increase than we had in 2012. So it will be slightly up but up a whole lot less than we had this year. But again, we'll provide much more perspective and granularity on that on the year-end call.

The next question we have comes from Alexia Quadrani's line from JPMorgan.

I'm just following up on your comments really about the advertising market. I think you mentioned it slowed a bit in early October and then strengthened a bit. I guess, sort of just going back, would you say that the fourth quarter advertising market, the health of it scatter-over-scatter is still a little bit stronger than it was in Q3 or not necessarily given the slow start?

Yes, the domestic advertising market, it feels quite strong now. There was a period for about 2 weeks where the volume, the pricing was there, but the volume wasn't there. We did hold price. But the volume has come back and the price is still more than double-digit over high double-digit over upfront. And so we're feeling good about that domestically. Internationally this quarter, we had 10% ad growth, which for us was a drop. But we have good visibility into next quarter. And we expect that it will be mid-teen -- well in the mid-teens or better. The market feels quite strong for us. As you look at last quarter, we faced a couple of issues. One was the Olympics. We clearly made the strategy that we weren't going to do original programming domestically or around the world, and so that hurt us. It hurt us I think in a good way because we've come back strong, but there's no question that those 3 weeks did have an impact. And the fact that the Olympics went across most of Europe in real time probably had more of an impact than maybe something like Brazil will have, which was a different time zone and the Winter Olympics is always much smaller. In addition, interestingly, we found strength in most markets with the exception of Asia. So really what it was, was the Olympics in Asia. And Asia was 2 or 3 campaigns that moved out of the third quarter. And so we saw a significant movement. Asia now looks good, and we feel good about next quarter, when we expect that we'll be returning to mid-teens or better. And you'll see the growth trajectory continue as you would expect.

And I would assume foreign exchange is probably a bit less of a hit in the fourth quarter, is that fair?

Well, that's only an expectation. Right now, we don't have a preview on where rates are going. FX has been a real bad guy for us this year. I mean, a multi-tens of millions of impact on OIBDA. And we have so many different moving currencies that affect us. So today, that's been certainly negative impact, but right now we're not looking at or forecasting any big change between now and year end.

The next question comes from the line of Michael Morris from Davenport & Company.

I'll try to be quick here. One on International, one on Oprah. Your subscriber base growth was 17% internationally but your affiliates and ads are both below that, I assume because you're growing more in lower-priced markets. What's the outlook for that turning into a tailwind at some point? Is it simply a question of the health of the macro economy in those markets or is that something that you can see, say, within the next year or 2, where you're growing faster than the subscriber growth? And then I have one quick follow-up.

Yes, Michael, that is what we're seeing, so for instance, Brazil and Mexico are growing aggressively, but they're going after the C Class. And so where we might have in Brazil, we have 11 channels. And we have 5 of the top 20 channels in Brazil. And all of those channels were carried, but we made the decision that in order to kind of opt in to the C Class, where they're only offering 25 channels, that we would allow for 4 or 5 of our channels to be carried out of 20 or 25 or 30 rather than trying to push 11, because we didn't think we'd get them all in. Others have decided not to participate and we think that was a mistake because we're seeding our brands all around the world and we're putting our best brands forward in those smaller tiers. And what's happening is not so much in Brazil, but more in Mexico and more in Russia, that those little by little, there's a kind of a grow-up where you start with your 30 channels and then they're trying to get you to come up to the 50 or the 60. And so we'll get the advantage of that. And we'll also continue to get the advantage of the growth, but a lot of the growth is in C Class in some of these emerging markets. And so we may be getting less, but the growth is really substantial and it's important that we're a part of it and it builds our relationship with the distributors in all those markets because we have actually more market share among the C Class because of the strategy of pushing down into it.

Great, that's helpful. And over on OWN, I know you guys have targeted breakeven next year. When you look at the difference between now and then and what's going to drive that, can you give a little insight on how much is coming from, let's say, distribution growth versus ad growth versus cost control as you get from where you are now to getting to that breakeven point?

Well, Michael, I mean clearly the business is performing at or better than we had hoped it would and when we provided that perspective 6 months ago, we're right in line with again if not better than we had thought. But we're not going to really get into 2013 right now. Just to clarify, we really talked about a breakeven in the second half of '13. And we'll update some of that perspective and guidance on the year-end call. But the business is clearly performing and performing at or better than we had hoped.

The next question comes from the line of with Vasily Karasyov from Susquehanna Financial Gr.

It's Vasily Karasyov from Susquehanna. Andy, what should we expect in terms of pace of buyback. Will it change depending on the stock price? Some of your peers made comments recently that it does impact them. And then, David, you mentioned when you were discussing how you re-purposed a lot of successful networks that you made some mistakes. A little bit -- just curious to hear some of those lessons learned over the past several years?

Sure. Well, Vasily, on the stock repurchase, like what you saw, we did over $450 million in the third quarter. Now as we look at how we allocate capital, first and foremost is to drive organic growth. Secondly, it's about finding perhaps the right acquisition and the right allocation of capital preferably internationally. And then thirdly, if we maximize the first 2, we'll continue to look at returning capital to shareholders through share repurchase program. So look, I've had a bullish view on this. I use free cash flow per share as the model we use internally to determine kind of the IRR. And to date, that's been a good return for us and we continue to be an active buyer of our stock. If you look at the -- in the October timeframe, we had a predetermined grid going into October because that's a close window for us. And as the stock performed nicely and went up, we're buying fewer shares as you would expect from a grid like that. But look, for us it's all about forward-looking free cash flow per share and buying off that to expectation, with again that being the third allocation of capital relative to organic growth and acquisitions.

I think some of the best things that we've done at Discovery is create a culture where you raise your hand and you say that what you felt was your best idea is not the best idea. Ultimately, the best idea's what audience likes and what nourishes them in our business. So when I got here, TLC was the #23 or 24 in American. And we hired a whole team to go out to LA, and it was my strategy that if we made TLC sexier and cooler and hipper that we'd go from the #24 channel to a top 10 channel. We did that, and 6 months later, TLC was the #30 or 32 network in America. We lost 1/3 of our audience and the people that loved TLC left. And we took a hard look at what the TLC brand was and what we did wrong, and it led us to a great recipe. What we did wrong was that TLC is about middle America, it's about real values, it's about heart, it's about great storytelling, about families that live a life that's different than the way they live in New York and LA. And I had to go back to the board and say, I made a mistake. This isn't the right team. We got to make a change. We hired Eileen O'Neill. We drilled down for another 3 months on what the brand was. And we found a very unique strategy in TLC, which is forget New York and LA. TLC is about middle America and it's about heart. And here we are now. We had one point last month where 3 nights a week we were the #1 cable network in America for women with Honey Boo Boo, with wedding programming on Friday and on…

Thank you, everyone, for joining us. And please call Adam or myself for any follow-up questions. Thanks.

Thank you for your participation in today's conference call. This concludes the presentation. You may now disconnect. Have a good day.