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8-K

Warner Bros. Discovery, Inc. (WBD)

8-K 2023-11-08 For: 2023-11-08
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 8, 2023

WBD_HorizontalLogo_Blue (1).jpg

Warner Bros. Discovery, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  001-34177

Delaware 35-2333914
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

230 Park Avenue South

New York, New York 10003

(Address of principal executive offices, including zip code)

212-548-5555

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange<br>on which registered
Series A Common Stock WBD Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

Earnings Press Release

On November 8, 2023, Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) released its earnings for the quarter ended September 30, 2023. A copy of Warner Bros. Discovery's press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Trending Schedules

As previously disclosed, on April 8, 2022, Warner Bros. Discovery, formerly known as Discovery, Inc. (“Discovery”), completed the combination (the “Merger”) of Discovery and the WarnerMedia business (the “WarnerMedia Business”) of AT&T Inc. In connection with the completion of the Merger, the Company reevaluated and changed its reportable segments during the quarter ended June 30, 2022. On August 4, 2022, to assist investors in assessing the Company’s historical performance on a basis that reflected the completion of the Merger and change in reportable segments, the Company issued trending schedules (the “Trending Schedules”) which summarized certain unaudited supplemental financial information, including unaudited pro forma combined financial information reflecting the combined results of the Company and the WarnerMedia Business for the periods reflected therein.

A copy of the updated Trending Schedules is furnished herewith as Exhibit 99.2 and incorporated herein by reference.

The information in this Item 2.02, including Exhibits 99.1 and 99.2 attached hereto, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

99.1 Press Release of Warner Bros. Discovery, Inc., dated November 8, 2023
99.2 Trending Schedules and Non-GAAP Reconciliations through Q3 2023
101 Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Warner Bros. Discovery, Inc.
Date: November 8, 2023 By: /s/    Gunnar Wiedenfels
Gunnar Wiedenfels
Chief Financial Officer

wbd3q23earningsreleasefi

• Q3 total revenues were $9,979 million. Revenues increased 1% ex-FX(1)(*) compared to the prior year quarter. • Net loss available to Warner Bros. Discovery, Inc. was $(417) million, and included $1,758 million of pre-tax amortization driven by acquisition-related intangibles and $269 million of pre-tax restructuring expenses. • Q3 total Adjusted EBITDA(2)(*) was $2,969 million. Adjusted EBITDA increased 22% ex-FX compared to the prior year quarter. • Cash provided by operating activities increased to $2,516 million. Reported free cash flow(3)(*) increased to $2,059 million. • Repaid $2.4 billion of debt during Q3. Ended the quarter with $2.4 billion of cash on hand, $45.3 billion of gross debt(4)(*), and 4.2x net leverage(5)(*). • Global DTC subscribers(6) decreased 0.7 million to 95.1 million at the end of Q3 vs. 95.8 million subscribers at the end of Q2. Global DTC ARPU(7) was $7.82, a 6% ex-FX increase vs. the prior year quarter. • Barbie was the highest grossing film in Warner Bros. history, generating nearly $1.5 billion in global box office(8). • The Nun II was the 6th film in The Conjuring Universe to cross $250 million in global box office. As a franchise, The Conjuring Universe has grossed nearly $2.3 billion globally, the most of any horror franchise(9). • Successfully launched news streaming service, CNN Max, in the U.S., on September 27th, ahead of the October 5th launch of the Bleacher Report Sports Add-On tier. Q3 2023 Earnings Press Release | November 8, 2023 Q3 Financial Summary & Operational Highlights Warner Bros. Discovery, Inc. Reports Third Quarter 2023 Earnings Results 1 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Total revenues $ 9,979 $ 9,823 2 % 1 % Net loss available to Warner Bros. Discovery, Inc. (417) (2,308) NM NM Adjusted EBITDA(*) 2,969 2,424 22 % 22 % Cash provided by operating activities 2,516 124 NM Reported free cash flow(*) 2,059 (192) NM Three Months Ended September 30, NM - Not meaningful Numbers presented in the following materials are on a rounded basis using actual amounts. Minor differences in totals and percentages may exist due to rounding (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. I am very pleased with the strong financial results that our company delivered in Q3, underscored by 22% growth in Adjusted EBITDA and over $2 billion in free cash flow, putting us on track to meaningfully exceed $5 billion for the year and contributing to our nearly $12 billion in debt paydown to date. Among the highlights, our Direct-to-Consumer business had another profitable quarter with $111 million of Adjusted EBITDA and launched its new live-programming offerings with CNN Max and the Bleacher Report Add- On, which are showing early signs of contributing to increased engagement and lower churn on Max. We’ve made great strides in just 19 months and are excited to continue building on this strong momentum, as we focus on driving future growth and creating long-term value for our shareholders. – David Zaslav, President & CEO


• Studios revenues were $3,226 million. Revenues increased 3% ex-FX compared to the prior year quarter. • Content revenue increased 3% ex-FX. • Theatrical revenue increased significantly due to the strong performance of Barbie as well as more titles released in the current year quarter. • Games revenue increased meaningfully due to the Q3 release of Mortal Kombat 1 and continued performance of Hogwarts Legacy. • TV revenue declined significantly primarily due to certain large licensing deals in the prior year and the impact of the WGA and SAG-AFTRA strikes. • Other revenue increased 5% ex-FX, due to the Q2 opening of Warner Bros. Studio Tour Tokyo and continued strong attendance at Warner Bros. Studio Tours London & Hollywood, partially offset by the impact of the WGA and SAG-AFTRA strikes on studio production services. • Studios operating expenses were $2,499 million. Operating expenses increased 6% ex-FX compared to the prior year quarter. • Costs of revenues increased 1% ex-FX, primarily driven by higher theatrical and games content expense commensurate with higher revenues, partially offset by lower TV content expense, including strike-related impacts. • SG&A expenses increased 21% ex-FX, primarily driven by higher theatrical marketing expense due to the increased release slate. • Studios Adjusted EBITDA was $727 million. Adjusted EBITDA decreased 6% ex-FX compared to the prior year quarter. 2 Studios Segment NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Q3 2023 Highlights Mortal Kombat 1 Warner Bros. Games Three Months Ended September 30, Meg 2: The Trench Warner Bros. Q3 2023 Earnings Press Release | November 8, 2023 Barbie Warner Bros. Highest grossing film of 2023(10) 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Distribution $ 13 $ 4 NM NM Advertising 4 8 (50) % (50) % Content 3,000 2,884 4 % 3 % Other 209 192 9 % 5 % Total revenues 3,226 3,088 4 % 3 % Costs of revenues (excluding depreciation & amortization) 1,794 1,756 2 % 1 % Selling, general and administrative 705 570 24 % 21 % Adjusted EBITDA $ 727 $ 762 (5) % (6) %


• Networks revenues were $4,868 million. Revenues decreased 7% ex-FX, compared to the prior year quarter. • Distribution revenue decreased 2% ex-FX, primarily driven by increases in U.S. contractual affiliate rates, which were more than offset by declines in U.S. pay-TV subscribers. • Advertising revenue decreased 13% ex-FX, primarily driven by audience declines in domestic general entertainment and news networks and soft advertising markets mainly in the U.S. and, to a lesser extent, certain international markets. • Content revenue decreased 22% ex-FX, primarily driven by lower third-party licensing deals and lower international sports sublicensing, partially offset by higher inter-segment content licensing to DTC. • Other revenue increased 51% ex-FX, primarily due to services provided to the unconsolidated TNT Sports JV (previously BT Sport). • Networks operating expenses were $2,472 million. Operating expenses decreased 4% ex-FX compared to the prior year quarter. • Costs of revenues decreased 6% ex-FX, primarily driven by lower international and RSN sports rights fees, as well as lower domestic general entertainment content expense. These benefits were partially offset by costs associated with the unconsolidated TNT Sports JV. • SG&A expenses decreased 1% ex-FX, primarily driven by lower marketing and personnel expenses. • Networks Adjusted EBITDA was $2,396 million. Adjusted EBITDA decreased 9% ex-FX compared to the prior year quarter. Networks Segment 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Distribution $ 2,833 $ 2,924 (3) % (2) % Advertising 1,709 1,944 (12) % (13) % Content 215 277 (22) % (22) % Other 111 69 61 % 51 % Total revenues 4,868 5,214 (7) % (7) % Costs of revenues (excluding depreciation & amortization) 1,800 1,906 (6) % (6) % Selling, general and administrative 672 678 (1) % (1) % Adjusted EBITDA $ 2,396 $ 2,630 (9) % (9) % 3 Three Months Ended September 30, 90 Day Fiancé: Before the 90 Days TLC Barbie Dreamhouse Challenge HGTV Q3 2023 Highlights Q3 2023 Earnings Press Release | November 8, 2023 Jaws vs. the Meg Discovery Channel (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details.


4 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Distribution $ 2,179 $ 2,062 6 % 5 % Advertising 138 106 30 % 29 % Content 120 145 (17) % (17) % Other 1 4 (75) % (75) % Total revenues 2,438 2,317 5 % 5 % Costs of revenues (excluding depreciation & amortization) 1,874 2,118 (12) % (12) % Selling, general and administrative 453 833 (46) % (46) % Adjusted EBITDA $ 111 $ (634) NM NM Three Months Ended September 30, In millions, except ARPU Q3 2023 Q2 2023 Q3 2022 Total subscribers(6) 52.6 54.0 53.6 ARPU(7) $ 11.29 $ 11.09 $ 10.66 Total subscribers(6) 42.5 41.8 41.4 ARPU(7) $ 3.78 $ 3.65 $ 3.37 Total DTC subscribers(6) 95.1 95.8 95.0 Global ARPU(7) $ 7.82 $ 7.71 $ 7.38 DTC Subscribers Direct-to-Consumer Segment In te rn at io na l D om es tic Note: Domestic includes the U.S. and Canada. Subscriber counts in the above table are rounded and minor differences in totals may exist. Refer to page 12 for more information. Q3 2023 Highlights Q3 2023 Earnings Press Release | November 8, 2023 The Righteous Gemstones HBO And Just Like That... Max NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. • Total DTC subscribers(6) were 95.1 million, a decrease of 0.7 million global subscribers since the end of Q2. Global DTC ARPU(7) was $7.82, a 6% ex-FX increase from the prior year quarter. • DTC revenues were $2,438 million. Revenues increased 5% ex-FX compared to the prior year quarter. • Distribution revenue increased 5% ex-FX, primarily attributable to new partnership launches, price increases in the U.S. and certain international markets, the launch of the Ultimate tier in the U.S., and favorable mix shifts from wholesale to higher revenue channels. • Advertising revenue increased 29% ex-FX, primarily driven by Max U.S. ad-lite subscriber growth and higher engagement per subscriber. • Content revenue decreased 17%, primarily driven by lower third-party licensing. • DTC operating expenses were $2,327 million. Operating expenses decreased 21% ex-FX compared to the prior year quarter. • Costs of revenues decreased 12% ex-FX, primarily driven by lower content expense. • SG&A decreased 46% ex-FX, primarily driven by more efficient marketing-related spend. • DTC Adjusted EBITDA was $111 million, a $745 million year-over-year improvement.


• Corporate Adjusted EBITDA loss improved $12 million, primarily driven by lower personnel, technology-related and securitization expenses, partially offset by higher deferred compensation expense. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Adjusted EBITDA $ (328) $ (340) 4 % 4 % Three Months Ended September 30, Corporate 5 Inter-segment Eliminations 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Inter-segment revenue eliminations $ (551) $ (785) 30 % 30 % Inter-segment expense eliminations (614) (791) 22 % 22 % Adjusted EBITDA $ 63 $ 6 NM NM Three Months Ended September 30, Q3 2023 Earnings Press Release | November 8, 2023 (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details.


Leverage & Liquidity 6 Reported Free Cash Flow Q3 2023 Free Cash Flow Highlights Leverage Highlights Reported Financial Results Three months ended September 30, Nine months ended September 30, $ in millions 2023 2022 % Change 2023 2022 % Change Cash provided by operating activities $ 2,516 $ 124 NM $ 3,899 $ 1,458 NM Purchases of property and equipment (457) (316) NM (1,048) (623) NM Reported free cash flow(*) $ 2,059 $ (192) NM $ 2,851 $ 835 NM The above free cash flow reconciliation shows "as reported" financials, which represent the combined Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. 2023 cash provided by operating activities and reported free cash flow for the nine months ended September 30, 2023 are not directly comparable to cash provided by operating activities and free cash flow for the nine months ended September 30, 2022. Financials for the nine months ended September 30, 2022 include Discovery, Inc.results from January 1, 2022 through September 30, 2022 and the WarnerMedia business results from April 9, 2022 through September 30, 2022. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Q3 2023 Earnings Press Release | November 8, 2023 • Ended Q3 with $2.4 billion of cash on hand, $45.3 billion of gross debt(*), and 4.2x net leverage(*). • In Q3 2023, the Company retired $2.4 billion of debt: purchased $1.9 billion of senior notes through the August tender offer, repaid $250 million of the April 2025 term loan, repaid in full at maturity $178 million of the September 2023 senior notes, and purchased $95 million of other senior notes. • As of November 8, 2023, the Company repaid an additional $600 million of the April 2025 term loan ($550 million remaining) bringing total debt repayment since the close of the merger to $11.8 billion. • As of September 30, 2023, the average duration of the Company's outstanding debt was 14.9 years, with an average cost of debt of 4.7%. • The Company maintains an undrawn $6.0 billion revolving credit facility. • Q3 2023 cash provided by operating activities increased to $2,516 million from $124 million in the prior year quarter. Reported free cash flow increased to $2,059 million from $(192) million primarily attributable to higher operating profits combined with working capital improvements, in addition to lower content spend due to WGA and SAG-AFTRA strikes and a more disciplined approach to content investment. • As of September 30, 2023, the Company had $5,190 million drawn on its revolving receivables program, a $105 million decrease from Q2's balance of $5,295 million.


Cautionary Statement Concerning Forward-Looking Statements Information set forth in this communication contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. The Company’s actual results could differ materially from those stated or implied due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Company's filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. Forward-looking statements include, without limitation, statements regarding future financial and operating results, the Company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Warner Bros. Discovery expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 7 2023 Outlook(11) Warner Bros. Discovery, Inc. ("Warner Bros. Discovery", the "Company", "we", "us", or "our" ) may provide forward-looking commentary in connection with this earnings announcement on its quarterly earnings conference call. Details on how to access the audio webcast are included below. Q3 2023 Earnings Conference Call Information Warner Bros. Discovery will host a conference call today, November 8, 2023 at 8:00 a.m. ET, to discuss its third quarter 2023 financial results. To access the webcast of the earnings call, please visit the Investor Relations section of the Company's website at www.wbd.com. About Warner Bros. Discovery Warner Bros. Discovery (NASDAQ: WBD) is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of content and brands across television, film and streaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, Max, discovery+, CNN, DC, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this communication may also contain certain non-GAAP financial measures, identified with an "(*)". Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the financial schedules in this release and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. Q3 2023 Earnings Press Release | November 8, 2023 Contacts Media Investor Relations Nathaniel Brown Andrew Slabin Peter Lee Gabriele Cattoni (212) 548-5959 (212) 548-5544 (212) 548-5907 (212) 752-8744 nathaniel.brown@wbd.com andrew.slabin@wbd.com peter.lee@wbd.com gabriele.cattoni@wbd.com


Actual Financial Results Three Months Ended September 30, Nine Months Ended September 30, Unaudited; in millions, except per share amounts 2023 2022 2023 2022 Distribution $ 5,026 $ 4,990 $ 15,324 $ 11,180 Advertising 1,796 2,042 6,613 6,239 Content 2,840 2,531 8,240 4,918 Other 317 260 860 472 Total revenues 9,979 9,823 31,037 22,809 Costs of revenues, excluding depreciation and amortization 5,309 5,627 18,630 13,488 Selling, general and administrative 2,291 2,589 7,241 7,167 Depreciation and amortization 1,989 2,233 5,961 5,024 Restructuring and other charges 269 1,521 510 2,559 Impairments and loss on dispositions 24 43 61 47 Total costs and expenses 9,882 12,013 32,403 28,285 Operating income (loss) 97 (2,190) (1,366) (5,476) Interest expense, net (574) (555) (1,719) (1,219) Gain on extinguishment of debt 22 — 17 — Loss from equity investees, net (14) (78) (73) (135) Other (expense) income, net (63) (28) (109) 411 Loss before income taxes (532) (2,851) (3,250) (6,419) Income tax benefit 125 566 563 1,201 Net loss (407) (2,285) (2,687) (5,218) Net income attributable to noncontrolling interests (8) (21) (32) (44) Net income attributable to redeemable noncontrolling interests (2) (2) (7) (8) Net loss available to Warner Bros. Discovery, Inc. $ (417) $ (2,308) $ (2,726) $ (5,270) Net loss per share allocated to Warner Bros. Discovery, Inc. Series A common stockholders: Basic $ (0.17) $ (0.95) $ (1.12) $ (3.00) Diluted $ (0.17) $ (0.95) $ (1.12) $ (3.00) Weighted average shares outstanding: Basic 2,438 2,428 2,436 1,775 Diluted 2,438 2,428 2,436 1,775 8 Warner Bros. Discovery, Inc. Consolidated Statements of Operations The above income statement shows "actual" financials, which represent the Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. Financials for the nine months ended September 30, 2022 include Discovery, Inc. results from January 1, 2022 through September 30, 2022 and the WarnerMedia business results from April 9, 2022 through September 30, 2022. Q3 2023 Earnings Press Release | November 8, 2023


The above balance sheet shows "actual" financials, which represent the combined Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. Financials for the twelve months ended December 31, 2022 include Discovery, Inc. results for January 1 - December 31, 2022 and WarnerMedia results for April 9 - December 31, 2022. 9 Actual Financial Results Unaudited; in millions, except par value September 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 2,383 $ 3,731 Receivables, net 6,312 6,380 Prepaid expenses and other current assets 4,136 3,888 Total current assets 12,831 13,999 Film and television content rights and games 22,454 26,652 Property and equipment, net 5,810 5,301 Goodwill 34,727 34,438 Intangible assets, net 39,874 44,982 Other noncurrent assets 8,053 8,629 Total assets $ 123,749 $ 134,001 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 1,329 $ 1,454 Accrued liabilities 10,040 11,504 Deferred revenues 1,917 1,694 Current portion of debt 1,302 365 Total current liabilities 14,588 15,017 Noncurrent portion of debt 43,498 48,634 Deferred income taxes 9,098 11,014 Other noncurrent liabilities 10,423 10,669 Total liabilities 77,607 85,334 Commitments and contingencies Redeemable noncontrolling interests 281 318 Warner Bros. Discovery, Inc. stockholders’ equity: Series A common stock: $0.01 par value; 10,800 and 10,800 shares authorized; 2,668 and 2,660 shares issued; and 2,438 and 2,430 shares outstanding 27 27 Preferred stock: $0.01 par value; 1,200 and 1,200 shares authorized, 0 shares issued and outstanding — — Additional paid-in capital 54,944 54,630 Treasury stock, at cost: 230 and 230 shares (8,244) (8,244) (Accumulated deficit) retained earnings (526) 2,205 Accumulated other comprehensive loss (1,427) (1,523) Total Warner Bros. Discovery, Inc. stockholders’ equity 44,774 47,095 Noncontrolling interests 1,087 1,254 Total equity 45,861 48,349 Total liabilities and equity $ 123,749 $ 134,001 9 Warner Bros. Discovery, Inc. Consolidated Balance Sheets Q3 2023 Earnings Press Release | November 8, 2023


10 Actual Financial Results Nine Months Ended September 30, Unaudited; in millions 2023 2022 Operating Activities Net loss $ (2,687) $ (5,218) Adjustments to reconcile net income to cash (used in) provided by operating activities: Content rights amortization and impairment 12,547 11,441 Depreciation and amortization 5,961 5,024 Deferred income taxes (2,071) (2,105) Preferred stock conversion premium — 789 Share-based compensation expense 391 317 Equity in losses of equity method investee companies and cash distributions 136 178 Gain on sale of investments — (144) Gain from derivative instruments, net (100) (479) Other, net 230 187 Changes in operating assets and liabilities, net of acquisitions and dispositions: Receivables, net (33) (139) Film and television content rights, games and payables, net (9,853) (8,612) Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities (1,245) (182) Foreign currency, prepaid expenses and other assets, net 623 401 Cash provided by operating activities 3,899 1,458 Investing Activities Purchases of property and equipment (1,048) (623) Cash acquired from business acquisition and working capital settlement — 3,609 Proceeds from sales and maturities of investments — 162 Investments in and advances to equity investments (91) (137) Proceeds from derivative instruments, net 38 722 Other investing activities, net 76 9 Cash (used in) provided by investing activities (1,025) 3,742 Financing Activities Principal repayments of term loans (2,850) (6,000) Principal repayments of debt, including premiums and discounts to par value (2,818) (327) Borrowings from debt, net of discount and issuance costs 1,496 — Distributions to noncontrolling interests and redeemable noncontrolling interests (282) (286) Securitization receivables collected but not remitted 238 236 Borrowings under commercial paper program and revolving credit facility 4,298 885 Repayments under commercial paper program and revolving credit facility (4,304) (885) Other financing activities, net (86) (93) Cash used in financing activities (4,308) (6,470) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (66) (122) Net change in cash, cash equivalents, and restricted cash (1,500) (1,392) Cash, cash equivalents, and restricted cash, beginning of period 3,930 3,905 Cash, cash equivalents, and restricted cash, end of period $ 2,430 $ 2,513 10 Warner Bros. Discovery, Inc. Consolidated Statements of Cash Flows The above statement of cash flows shows "actual" financials, which represent the combined Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. Financials for the nine months ended September 30, 2022 include Discovery, Inc. results for January 1 - September 30, 2022 and WarnerMedia results for April 9 - September 30, 2022. Q3 2023 Earnings Press Release | November 8, 2023


11 Actual Financial Results Three Months Ended September 30, Unaudited; in millions 2023 2022 Net loss available to Warner Bros. Discovery, Inc. $ (417) $ (2,308) Net income attributable to redeemable noncontrolling interests 2 2 Net income attributable to noncontrolling interests 8 21 Income tax benefit (125) (566) Loss before income taxes (532) (2,851) Other expense (income), net 63 28 Loss from equity investees, net 14 78 Gain on extinguishment of debt (22) — Interest expense, net 574 555 Operating income (loss) 97 (2,190) Depreciation and amortization 1,989 2,233 Amortization of fair value step-up for content 393 645 Restructuring and other charges 269 1,521 Employee share-based compensation 140 113 Transaction and integration costs 31 59 Impairments and loss on dispositions 24 43 Facility consolidation costs 14 — Amortization of capitalized interest for content 12 — Adjusted EBITDA(*) $ 2,969 $ 2,424 Reconciliation of Net (Loss) Income to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details Q3 2023 Earnings Press Release | November 8, 2023


(1) Foreign Exchange Impacting Comparability: The impact of exchange rates on our business is an important factor in understanding period-to-period comparisons of our results. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. We believe the presentation of results on a constant currency basis ("ex-FX"), in addition to results reported in accordance with U.S. GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with U.S. GAAP. The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the “2023 Baseline Rate”), and the prior year amounts translated at the same 2023 Baseline Rate. In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities, as well as realized and unrealized foreign currency transaction gains and losses. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies. (2) Adjusted EBITDA: The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third-party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. The Company uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. The Company believes Adjusted EBITDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. The Company excludes employee share-based compensation, restructuring, certain impairment charges, gains and losses on business and asset dispositions, and transaction and integration costs from the calculation of Adjusted EBITDA due to their impact on comparability between periods. Integration costs include transformative system implementations and integrations, such as Enterprise Resource Planning systems, and may take several years to complete. The Company also excludes the depreciation of fixed assets and amortization of intangible assets, amortization of purchase accounting fair value step-up for content, and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. Certain corporate expenses and inter-segment eliminations related to production studios are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income, and other measures of financial performance reported in accordance with U.S. GAAP. (3) Free cash flow: The Company defines free cash flow as cash flow from operations less acquisitions of property and equipment. The Company believes free cash flow is an important indicator for management and investors of the Company’s liquidity, including its ability to reduce debt, make strategic investments, and return capital to stockholders. (4) Gross debt: The Company defines gross debt of $45.3 billion as total debt of $45.1 billion, plus finance leases of $258 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. (5) Net leverage: The Company defines net leverage as the calculation where net debt (gross debt of $45.3 billion, less cash, cash equivalents, and restricted cash of $2.4 billion) is divided by the sum of the most recent four quarters Adjusted EBITDA of $10,332 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. Please refer to the Trending Schedules and Non-GAAP Reconciliations posted in the "Quarterly Results" section of the Company's investor relations website (https://ir.wbd.com) for the full reconciliation of net leverage. (6) Direct-to-Consumer ("DTC") Subscriber: The Company defines a “DTC Subscription” as: (i) a retail subscription to discovery+, HBO, HBO Max, or Max for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform; (ii) a wholesale subscription to discovery+, HBO, HBO Max, or Max for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; (iii) a wholesale subscription to discovery+, HBO, HBO Max, or Max for which we have recognized subscription revenue on a per subscriber basis; and (iv) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. We may refer to the aggregate number of DTC Subscriptions as “subscribers". We define a Domestic subscriber as a subscription based either in the United States of America or Canada. We define an International subscriber as a subscription based outside of the United States of America or Canada. The reported number of “subscribers” included herein and the definition of “DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO, HBO Max, and Max, that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials except for those users on free trial that convert to a DTC Subscription within the first seven days of the next month as noted above. 12 Definitions and Sources for Warner Bros. Discovery, Inc. Q3 2023 Earnings Press Release | November 8, 2023


13 Definitions and Sources for Warner Bros. Discovery, Inc. Continued Q3 2023 Earnings Press Release | November 8, 2023 (7) ARPU: The Company defines DTC Average Revenue Per User ("ARPU") as total subscription revenue plus net advertising revenue for the period divided by the daily-average number of paying subscribers for the period. Where daily values are not available, the sum of beginning of period and end of period divided by two is used. Excluded from the ARPU calculation are: (i) Max/HBO Hotel and Bulk Institution subscription revenue and subscribers (i.e., subscribers billed on a bulk basis); (ii) Cinemax subscription revenue and subscribers; (iii) HBO Basic subscription revenue and subscribers (International-only); (iv) Non-discovery+ DTC revenue and subscribers; and (v) Non-Core discovery+ revenue and subscribers, and (vi) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month. (8) Source: ComScore worldwide box office rankings. (9) Source: ComScore worldwide box office rankings. (10) Source: ComScore worldwide box office rankings as of October 19, 2023. (11) 2023 outlook: Warner Bros. Discovery is not able to provide a reconciliation of the non-GAAP forward-looking commentary to comparable GAAP measures as, at this time, the Company cannot determine the occurrence or impact of the adjustments, such as the effect of future changes in foreign currency exchange rates or future acquisitions or divestitures that would be excluded from such GAAP measures. Accordingly, the Company is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. Source: Warner Bros. Discovery, Inc.


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Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery, Inc.” (“Warner Bros. Discovery”, “WBD”, the “Company”, “we”, “us” or “our”). Purpose of Trending Schedules The trending schedules summarize unaudited pro forma combined financial information to facilitate your review and understanding of the Company’s operating results. The trending schedules set forth important financial measures utilized by the Company defined by U.S. generally accepted accounting principles (“GAAP”). The Company uses non-GAAP financial measures, among other measures, to evaluate the operating performance of our business. These non-GAAP financial measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Pro Forma Combined Financial Information The unaudited pro forma combined financial information in the trending schedules presents the combined results of the Company and the WarnerMedia Business as if the Merger had been completed on January 1, 2021. Our Networks, DTC (as defined below), Studios and Corporate and Intersegment-eliminations pro forma financial information is based on the historical operating results and includes adjustments in accordance with Article 11 of Regulation S-X to illustrate the effects of the Merger as if it had occurred on January 1, 2021. The unaudited pro forma combined financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Merger had occurred on January 1, 2021, nor is it indicative of future results. The unaudited pro forma financial information includes, where applicable, adjustments for (i) additional costs of revenues from the fair value step-up of film and television library, (ii) additional amortization expense related to acquired intangible assets, (iii) additional depreciation expense from the fair value of property and equipment, (iv) transaction costs and other one-time non-recurring costs, (v) additional interest expense for borrowings related to the Merger and amortization associated with fair value adjustments of debt assumed, (vi) changes to align accounting policies, (vii) elimination of intercompany activity, and (viii) associated tax-related impacts of adjustments. These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the Merger with the WarnerMedia Business on the Company's historical financial information on a supplemental pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business. Reporting Segments In connection with the Merger, the Company reevaluated and changed its segment presentation during the quarter ended June 30, 2022. Accordingly, beginning in the quarter ended June 30, 2022, and for all periods presented, we are reporting results based on the following segments: Networks, consisting primarily of our domestic and international television networks Direct-to-Consumer ("DTC"), consisting primarily of our premium pay TV and digital content services Studios, consisting primarily of the production and release of feature films for initial exhibition in theaters and/or on our DTC services, production and initial licensing of television programs to third party and our networks/DTC services, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming. Financial Measures Warner Bros. Discovery previously used the non-GAAP measure of Adjusted OIBDA as an important financial measure, among other measures, to evaluate the operating performance of our business. Adjusted OIBDA was defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and other charges, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations related to production studios, (vii) third-party transaction and integration costs, and (viii) other items impacting comparability. Beginning with the period ended June 30, 2022, and for all periods presented, Warner Bros. Discovery will utilize the non-GAAP measure of Adjusted EBITDA, as defined below and in the Notes & Definitions section as an important financial measure, among other measures, to evaluate the operating performance of our business. The Company defines Adjusted EBITDA as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third-party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income and other measures of financial performance reported in accordance with U.S. GAAP. Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. GAAP, this communication may also contain certain non-GAAP financial measures, identified with an "(*)". Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. Rounding Numbers presented in the following materials are on a rounded basis using actual amounts. Minor differences in totals and percentages may exist due to rounding.


Actual consolidated statement of operations (GAAP income statement) Unaudited; in millions Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 9/30/23 Revenues: Distribution $ 1,258 $ 1,312 $ 1,328 $ 1,304 $ 5,202 $ 1,352 $ 4,838 $ 4,990 $ 4,962 $ 16,142 $ 5,163 $ 5,135 $ 5,026 Advertising 1,409 1,634 1,453 1,698 6,194 1,476 2,721 2,042 2,285 8,524 2,298 2,519 1,796 Content 112 100 352 173 737 323 2,064 2,531 3,442 8,360 2,954 2,446 2,840 Other 13 16 17 12 58 8 204 260 319 791 285 258 317 Total revenues 2,792 3,062 3,150 3,187 12,191 3,159 9,827 9,823 11,008 33,817 10,700 10,358 9,979 Costs and expenses: Costs of revenues, excluding depreciation and amortization 969 1,055 1,529 1,067 4,620 1,236 6,625 5,627 6,954 20,442 6,685 6,636 5,309 Selling, general and administrative 1,051 952 944 1,069 4,016 1,040 3,538 2,589 2,511 9,678 2,388 2,562 2,291 Depreciation and amortization 361 341 341 539 1,582 525 2,266 2,233 2,169 7,193 2,058 1,914 1,989 Restructuring and other charges 15 7 7 3 32 5 1,033 1,521 1,198 3,757 95 146 269 Impairments and (gain) loss on dispositions — (72) — 1 (71) — 4 43 70 117 31 6 24 Total costs and expenses 2,396 2,283 2,821 2,679 10,179 2,806 13,466 12,013 12,902 41,187 11,257 11,264 9,882 Operating income (loss) 396 779 329 508 2,012 353 (3,639) (2,190) (1,894) (7,370) (557) (906) 97 Interest expense, net (163) (157) (159) (154) (633) (153) (511) (555) (558) (1,777) (571) (574) (574) Other income (expense), net 64 98 63 (171) 54 476 (94) (106) (89) 187 (110) — (55) Income (loss) before income taxes 297 720 233 183 1,433 676 (4,244) (2,851) (2,541) (8,960) (1,238) (1,480) (532) Income tax (expense) benefit (106) (2) (36) (92) (236) (201) 836 566 462 1,663 178 260 125 Net income (loss) 191 718 197 91 1,197 475 (3,408) (2,285) (2,079) (7,297) (1,060) (1,220) (407) Net income attributable to noncontrolling interests (51) (46) (41) (53) (191) (19) (10) (23) (22) (74) (9) (20) (10) Net income (loss) available to Warner Bros. Discovery, Inc. $ 140 $ 672 $ 156 $ 38 $ 1,006 $ 456 $ (3,418) $ (2,308) $ (2,101) $ (7,371) $ (1,069) $ (1,240) $ (417) The information in the above table presents WBD's financial results based on its Merger with the WarnerMedia Business completed on 4/8/22. For the periods ended 3/31/21 through 3/31/22, the table represents Discovery, Inc. financial results. For the period ended 6/30/22, the table represents Discovery, Inc. financial results for 4/1/22 - 4/8/22, and the combined business's financial results for 4/9/22 - 6/30/22. For the periods ended 9/30/22 and beyond, the table represents Warner Bros. Discovery.


Actual reconciliation of net income to adjusted earnings before interest, taxes, depreciation and amortization (non-GAAP) Unaudited; in millions Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 9/30/23 Net loss available to Warner Bros. Discovery, Inc. $ 140 $ 672 $ 156 $ 38 $ 1,006 $ 456 $ (3,418) $ (2,308) $ (2,101) $ (7,371) $ (1,069) $ (1,240) $ (417) Net income attributable to noncontrolling interests 51 46 41 53 191 19 10 23 22 74 9 20 10 Net income 191 718 197 91 1,197 475 (3,408) (2,285) (2,079) (7,297) (1,060) (1,220) (407) Income tax expense (benefit) 106 2 36 92 236 201 (836) (566) (462) (1,663) (178) (260) (125) Other (income) expense, net (64) (98) (63) 171 (54) (476) 94 106 89 (187) 110 — 55 Interest expense, net 163 157 159 154 633 153 511 555 558 1,777 571 574 574 Operating income (loss) 396 779 329 508 2,012 353 (3,639) (2,190) (1,894) (7,370) (557) (906) 97 Depreciation and amortization 361 341 341 539 1,582 525 2,266 2,233 2,169 7,193 2,058 1,914 1,989 Restructuring and other charges 15 7 7 3 32 5 1,033 1,521 1,198 3,757 95 146 269 Amortization of fair value step-up for content — — — — — — 870 645 901 2,416 831 762 393 Transaction and integration costs 4 35 13 43 95 87 983 59 66 1,195 47 47 31 Employee share-based compensation 61 27 36 43 167 57 147 113 93 410 106 135 140 Impairments and (gain) loss on dispositions — (72) — 1 (71) — 4 43 70 117 31 6 24 Facility consolidation costs — — — — — — — — — — — 23 14 Amortization of capitalized interest for content — — — — — — — — — — — 22 12 Adjusted EBITDA(1)(*) $ 837 $ 1,117 $ 726 $ 1,137 $ 3,817 $ 1,027 $ 1,664 $ 2,424 $ 2,603 $ 7,718 $ 2,611 $ 2,149 $ 2,969 (*) A non-GAAP financial measure; see the Notes and Definitions section for additional details. The information in the above table presents WBD's financial results based on its Merger with the WarnerMedia Business completed on 4/8/22. For the periods ended 3/31/21 through 3/31/22, the table represents Discovery, Inc. financial results. For the period ended 6/30/22, the table represents Discovery, Inc. financial results for 4/1/22 - 4/8/22, and the combined business's financial results for 4/9/22 - 6/30/22. For the periods ended 9/30/22 and beyond, the table represents Warner Bros. Discovery.


Studios segment Unaudited; in millions Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 9/30/2023 Revenues: Distribution $ 3 $ 5 $ 2 $ 4 $ 14 $ 5 $ 5 $ 4 $ 4 $ 18 $ 3 $ 3 $ 13 Advertising 21 27 35 40 123 9 10 8 (3) 24 3 4 4 Content 3,069 3,197 3,173 4,917 14,356 3,352 3,187 2,884 3,631 13,054 3,027 2,398 3,000 Other 81 104 143 188 516 138 162 192 210 702 179 176 209 Total revenues 3,174 3,333 3,353 5,149 15,009 3,504 3,364 3,088 3,842 13,798 3,212 2,581 3,226 Costs of revenues, excluding depreciation and amortization 2,092 2,244 2,050 3,206 9,592 2,065 2,334 1,756 2,547 8,702 1,959 1,645 1,794 Selling, general and administrative 652 650 747 723 2,772 629 621 570 527 2,347 646 630 705 Adjusted EBITDA(1) $ 430 $ 439 $ 556 $ 1,220 $ 2,645 $ 810 $ 409 $ 762 $ 768 $ 2,749 $ 607 $ 306 $ 727 The information in the above table for the three months ended March 31, 2021 through the three months ended December 31, 2022 present WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content. For the three months ended March 31, 2023 and subsequent periods, the above table presents WBD's actual financial results based on the Merger completion date of 4/8/22.


Networks segment Unaudited; in millions Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 9/30/23 Revenues: Distribution $ 3,162 $ 3,087 $ 3,065 $ 3,015 $ 12,329 $ 3,132 $ 3,012 $ 2,924 $ 2,874 $ 11,942 $ 2,995 $ 2,941 $ 2,833 Advertising 2,646 2,796 2,268 2,683 10,393 2,632 2,802 1,944 2,226 9,604 2,237 2,448 1,709 Content 307 219 456 292 1,274 515 241 277 307 1,340 245 284 215 Other 46 62 81 45 234 53 66 69 112 300 104 85 111 Total revenues 6,161 6,164 5,870 6,035 24,230 6,332 6,121 5,214 5,519 23,186 5,581 5,758 4,868 Costs of revenues, excluding depreciation and amortization 2,492 2,727 2,380 2,425 10,024 2,950 3,020 1,906 2,278 10,154 2,594 2,849 1,800 Selling, general and administrative 794 755 778 892 3,219 796 744 678 763 2,981 694 743 672 Adjusted EBITDA(1) $ 2,875 $ 2,682 $ 2,712 $ 2,718 $ 10,987 $ 2,586 $ 2,357 $ 2,630 $ 2,478 $ 10,051 $ 2,293 $ 2,166 $ 2,396 The information in the above table for the three months ended March 31, 2021 through the three months ended December 31, 2022 present WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content. For the three months ended March 31, 2023 and subsequent periods, the above table presents WBD's actual financial results based on the Merger completion date of 4/8/22.


DTC segment Unaudited; in millions, except for ARPU(2) Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 9/30/23 Revenues: Distribution $ 1,919 $ 2,176 $ 2,246 $ 2,097 $ 8,438 $ 2,211 $ 2,164 $ 2,062 $ 2,084 $ 8,521 $ 2,165 $ 2,192 $ 2,179 Advertising 19 37 54 70 180 81 97 106 123 407 103 121 138 Content 112 136 194 191 633 221 143 145 243 752 185 410 120 Other 6 3 3 2 14 2 6 4 1 13 2 9 1 Total revenues 2,056 2,352 2,497 2,360 9,265 2,515 2,410 2,317 2,451 9,693 2,455 2,732 2,438 Costs of revenues, excluding depreciation and amortization 1,496 1,655 1,768 1,938 6,857 1,994 2,065 2,118 2,011 8,188 1,815 1,951 1,874 Selling, general and administrative 1,077 1,008 1,038 1,150 4,273 1,175 903 833 657 3,568 590 784 453 Adjusted EBITDA(1) $ (517) $ (311) $ (309) $ (728) $ (1,865) $ (654) $ (558) $ (634) $ (217) $ (2,063) $ 50 $ (3) $ 111 Subscriber Metrics 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 9/30/23 Global Max, HBO Max, HBO, and Discovery+ Subscribers(3) 76.1 80.0 86.2 86.2 90.6 92.2 95.0 96.1 96.1 97.6 95.8 95.1 Global ARPU $ 7.58 $ 7.38 $ 7.39 $ 7.48 $ 7.71 $ 7.82 Domestic Subscribers 49.8 48.9 51.2 51.2 53.4 53.1 53.6 54.6 54.6 55.3 54.0 52.6 Domestic ARPU $ 10.54 $ 10.66 $ 10.83 $ 10.82 $ 11.09 $ 11.29 International Subscribers 26.3 31.1 34.9 34.9 37.2 39.2 41.4 41.5 41.5 42.3 41.8 42.5 International ARPU $ 3.51 $ 3.37 $ 3.28 $ 3.48 $ 3.65 $ 3.78 The information in the above table for the three months ended March 31, 2021 through the three months ended December 31, 2022 present WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content. For the three months ended March 31, 2023 and subsequent periods, the above table presents WBD's actual financial results based on the Merger completion date of 4/8/22.


Corporate, and Inter-segment Eliminations Unaudited; in millions Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending Corporate Segment 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 9/30/23 Adjusted EBITDA(1) $ (278) $ (341) $ (326) $ (406) $ (1,351) $ (357) $ (405) $ (340) $ (451) $ (1,553) $ (355) $ (245) $ (328) Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending Inter-segment Eliminations 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 9/30/23 Inter-segment revenue eliminations $ (675) $ (648) $ (751) $ (1,145) $ (3,219) $ (926) $ (1,088) $ (785) $ (832) $ (3,631) $ (548) $ (712) $ (551) Inter-segment expense eliminations (682) (679) (786) (1,082) (3,229) (922) (1,051) (791) (857) (3,621) (564) (637) (614) Adjusted EBITDA(1) $ 7 $ 31 $ 35 $ (63) $ 10 $ (4) $ (37) $ 6 $ 25 $ (10) $ 16 $ (75) $ 63 The information in the above table for the three months ended March 31, 2021 through the three months ended December 31, 2022 present WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization. For the three months ended March 31, 2023 and subsequent periods, the above table presents WBD's actual financial results based on the Merger completion date of 4/8/22.


Free Cash Flow (non-GAAP); Net debt (non- GAAP) Reported unless where otherwise noted; unaudited; in millions Reported 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 9/30/23 Reported Free Cash Flow: Cash provided by (used for) operating activities $ 269 $ 834 $ 811 $ 884 $ 2,798 $ 323 $ 1,011 $ 124 $ 2,846 $ 4,304 $ (631) $ 2,014 $ 2,516 Less: Purchases of property and equipment (90) (77) (106) (100) (373) (85) (222) (316) (364) (987) (299) (292) (457) Reported Free Cash Flow(4)(*) $ 179 $ 757 $ 705 $ 784 $ 2,425 $ 238 $ 789 $ (192) $ 2,482 $ 3,317 $ (930) $ 1,722 $ 2,059 Reported Gross to Net Debt: Current portion of debt $ 351 $ 585 $ 349 $ 339 $ 339 $ 794 $ 1,097 $ 1,257 $ 365 $ 365 $ 3,496 $ 3,001 $ 1,302 Plus: Noncurrent portion of debt 15,115 14,899 14,868 14,848 14,848 14,030 51,662 48,887 48,911 48,911 45,719 44,563 43,785 Plus: Finance leases 222 217 266 255 255 249 284 268 268 268 251 246 258 Reported Gross Debt(5)(*) $ 15,688 $ 15,701 $ 15,483 $ 15,442 $ 15,442 $ 15,073 $ 53,043 $ 50,412 $ 49,544 $ 49,544 $ 49,466 $ 47,810 $ 45,345 Less: Cash and cash equivalents 2,008 2,834 3,126 3,905 3,905 4,165 3,896 2,513 3,930 3,930 2,639 3,077 2,383 Reported Net Debt(6)(*) $ 13,680 $ 12,866 $ 12,358 $ 11,544 $ 11,544 $ 10,910 $ 49,147 $ 47,899 $ 45,614 $ 45,614 $ 46,827 $ 44,733 $ 42,962 LTM EBITDA(7)(*) 3,920 3,910 3,682 3,817 3,817 4,007 9,556 9,312 9,174 9,174 9,404 9,787 10,332 LTM Gross Leverage Ratio(8)(*) 4.0x 4.0x 4.2x 4.0x 4.0x 3.8x 5.6x 5.4x 5.4x 5.4x 5.3x 4.9x 4.4x LTM Net Leverage Ratio(9)(*) 3.5x 3.3x 3.4x 3.0x 3.0x 2.7x 5.1x 5.1x 5.0x 5.0x 5.0x 4.6x 4.2x (*) A non-GAAP financial measure; see the Notes and Definitions section for additional details and the below reconciliations. For the periods ending 3/31/21 through 3/31/22, LTM EBITDA is based on historical Discovery, Inc. standalone Adjusted OIBDA. For the periods ending 6/30/22 through 12/31/22, LTM EBITDA is based on pro forma combined Adjusted EBITDA contained in this trending schedule. For the period ending 3/31/23, LTM EBITDA is based on pro forma combined Adjusted EBITDA for the periods ending 6/30/22 through 12/31/22 and actual Adjusted EBITDA for the period ending 3/31/23. For the period ending 6/30/23, LTM EBITDA is based on pro forma combined Adjusted EBITDA for the periods ending 9/30/22 through 12/31/22 and actual Adjusted EBITDA for the periods ending 3/31/23 thought 6/30/23. For the period ending 9/30/23, LTM EBITDA is based on pro forma combined Adjusted EBITDA for the period ending 12/31/22 and actual Adjusted EBITDA for the periods ending 3/31/23 through 9/30/23. For more information, please refer note seven (7) in the Notes and Definitions as well as the New Financial Measures disclosure.


2021 & 2022 Pro forma combined consolidated statement of operations (GAAP income statement) Unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 Revenues: Distribution $ 5,084 $ 5,268 $ 5,313 $ 5,116 $ 20,781 $ 5,348 $ 5,181 $ 4,990 $ 4,962 $ 20,481 Advertising 2,660 2,825 2,343 2,761 10,589 2,710 2,899 2,042 2,285 9,936 Content 2,835 2,942 3,108 4,307 13,192 3,174 2,510 2,531 3,442 11,657 Other 143 176 216 229 764 209 233 260 319 1,021 Total revenues 10,722 11,211 10,980 12,413 45,326 11,441 10,823 9,823 11,008 43,095 Costs and expenses: Costs of revenues, excluding depreciation and amortization 6,275 6,715 6,073 6,910 25,973 6,497 7,145 5,399 6,526 25,567 Selling, general and administrative 3,714 2,812 3,003 3,474 13,003 3,338 2,985 2,589 2,511 11,423 Depreciation and amortization 2,163 2,071 1,999 2,123 8,356 1,942 1,846 1,768 1,671 7,227 Restructuring and other charges 106 7 7 2 122 4 944 1,521 1,198 3,667 Impairments and (gain) loss on dispositions — (72) 223 1 152 — 4 43 70 117 Total costs and expenses 12,258 11,533 11,305 12,510 47,606 11,781 12,924 11,320 11,976 48,001 Operating income (loss) (1,536) (322) (325) (97) (2,280) (340) (2,101) (1,497) (968) (4,906) Interest expense, net (678) (720) (657) (604) (2,659) (598) (565) (568) (561) (2,292) Other income (expense), net 138 277 (24) (223) 168 577 (76) (106) (89) 306 (Loss) before income taxes (2,076) (765) (1,006) (924) (4,771) (361) (2,742) (2,171) (1,618) (6,892) Income tax benefit 280 421 291 220 1,212 81 896 398 232 1,607 Net (loss) (1,796) (344) (715) (704) (3,559) (280) (1,846) (1,773) (1,386) (5,285) Net income attributable to noncontrolling interests (50) (47) (41) (53) (191) (19) (11) (22) (22) (74) Net (loss) available to Warner Bros. Discovery, Inc. $ (1,846) $ (391) $ (756) $ (757) $ (3,750) $ (299) $ (1,857) $ (1,795) $ (1,408) $ (5,359) The information in the above table presents WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content, included within Cost of Revenues.


2021 & 2022 Pro forma combined reconciliation of net income to adjusted earnings before interest, taxes, depreciation and amortization (non-GAAP) Unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 Net loss available to Warner Bros. Discovery, Inc. $ (1,846) $ (391) $ (756) $ (757) $ (3,750) $ (299) $ (1,857) $ (1,795) $ (1,408) $ (5,359) Net income attributable to noncontrolling interests 50 47 41 53 191 19 11 22 22 74 Net income (1,796) (344) (715) (704) (3,559) (280) (1,846) (1,773) (1,386) (5,285) Income tax (benefit) (280) (421) (291) (220) (1,212) (81) (896) (398) (232) (1,607) Other (income) expense, net (138) (277) 24 223 (168) (577) 76 106 89 (306) Interest expense, net 678 720 657 604 2,659 598 565 568 561 2,292 Operating income (loss) (1,536) (322) (325) (97) (2,280) (340) (2,101) (1,497) (968) (4,906) Depreciation and amortization 2,163 2,071 1,999 2,123 8,356 1,942 1,846 1,768 1,671 7,227 Restructuring and other charges 106 7 7 2 122 4 944 1,521 1,198 3,667 Amortization of fair value step-up for content 791 668 554 344 2,357 357 757 417 473 2,004 Transaction and integration costs 793 36 124 280 1,233 305 201 59 66 631 Employee share-based compensation 200 112 86 88 486 113 115 113 93 434 Impairments and (gain) loss on dispositions — (72) 223 1 152 — 4 43 70 117 Facility consolidation costs — — — — — — — — — — Amortization of capitalized interest for content — — — — — — — — — — Adjusted EBITDA(1)(*) $ 2,517 $ 2,500 $ 2,668 $ 2,741 $ 10,426 $ 2,381 $ 1,766 $ 2,424 $ 2,603 $ 9,174 (*) A non-GAAP financial measure; see the Notes and Definitions section for additional details. The information in the above table presents WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content.


Notes & Definitions 1). Adjusted EBITDA - The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third-party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. The Company uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. The Company believes Adjusted EBITDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. The Company excludes employee share-based compensation, restructuring, certain impairment charges, gains and losses on business and asset dispositions, and transaction and integration costs from the calculation of Adjusted EBITDA due to their impact on comparability between periods. Integration costs include transformative system implementations and integrations, such as Enterprise Resource Planning systems, and may take several years to complete. The Company also excludes the depreciation of fixed assets and amortization of intangible assets, amortization of purchase accounting fair value step-up for content, and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. Certain corporate expenses and inter-segment eliminations related to production studios are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income, and other measures of financial performance reported in accordance with U.S. GAAP. 2). Average Revenue Per Subscriber ("ARPU") - The Company defines DTC Average Revenue Per User ("ARPU") as total subscription revenue plus net advertising revenue for the period divided by the daily- average number of paying subscribers for the period. Where daily values are not available, the sum of beginning of period and end of period divided by two is used. Excluded from the ARPU calculation are: (i) Max/HBO Hotel and Bulk Institution subscription revenue and subscribers (i.e., subscribers billed on a bulk basis); (ii) Cinemax subscription revenue and subscribers; (iii) HBO Basic subscription revenue and subscribers (International-only); (iv) Non-discovery+ DTC revenue and subscribers; and (v) Non-Core discovery+ revenue and subscribers, and (vi) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month. 3). Direct-to-Consumer ("DTC") subscriber - The Company defines a “Core Direct-to-Consumer ("DTC") Subscription” as: (i) a retail subscription to discovery+, HBO, HBO Max, or Max for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform; (ii) a wholesale subscription to discovery+, HBO, HBO Max, or Max for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; (iii) a wholesale subscription to discovery+, HBO, HBO Max, or Max for which we have recognized subscription revenue on a per subscriber basis; and (iv) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. We may refer to the aggregate number of Core DTC Subscriptions as “subscribers". The reported number of “subscribers” included herein and the definition of “DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO, HBO Max, and Max, that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials except for those users on free trial that convert to a DTC Subscription within the first seven days of the next month as noted above. Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada. International subscriber - We define an International subscriber as a subscription based outside of the United States of America or Canada. 4). Free Cash Flow - The Company defines free cash flow as cash flow from operations less acquisitions of property and equipment. The Company believes free cash flow is an important indicator for management and investors of the Company’s liquidity, including its ability to reduce debt, make strategic investments, and return capital to stockholders. For the periods ended March 31, 2021 (3/31/21) through March 31, 2022 (3/31/22), Reported Free Cash Flow represents standalone Discovery, Inc. Free Cash Flow. For the period ended June 30, 2022 (6/30/22), Reported Free Cash Flow represents results for Discovery, Inc. for April 1 - June 30, 2022, and the WarnerMedia Business for April 9 - June 30, 2022. For the periods ended September 30, 2022 (9/30/22) and beyond, Reported Free Cash Flow represents results for Warner Bros. Discovery 5). Gross Debt - The Company defines gross debt as total debt plus finance leases. The Company uses gross debt to monitor and evaluate the Company's overall liquidity, financial flexibility and leverage. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. 6). Net Debt - The Company defines net debt as total debt plus finance leases less cash and cash equivalents, and restricted cash. The Company uses net debt to monitor and evaluate the Company's overall liquidity, financial flexibility and leverage. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. 7). LTM EBITDA - LTM EBITDA is calculated by summing the most recent four quarters of Adjusted EBITDA. For the periods ended March 31, 2021 (3/31/21) through March 31, 2022 (3/31/22), LTM EBITDA is calculated using a four period sum of standalone Discovery, Inc. Adjusted OIBDA. Historical Discovery, Inc. Adjusted OIBDA and reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. For the periods ended June 30, 2022 (6/30/22) through December 31, 2022 (12/31/22), LTM EBITDA is calculated using a four period sum of pro forma combined Adjusted EBITDA. Pro forma combined Adjusted EBITDA and reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. For the period ended March 31, 2023 (3/31/23), LTM EBITDA is calculated using a four period sum using: Pro forma combined Adjusted EBITDA for the periods ended June 30, 2022, September 30, 2022, and December 31,2022; and Actual Adjusted EBITDA for the period ended March 31, 2023. Pro forma combined Adjusted EBITDA, Actual Adjusted EBITDA and reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. For the period ended June 30, 2023 (6/30/23), LTM EBITDA is calculated using a four period sum using: Pro forma combined Adjusted EBITDA for the periods ended September 30, 2022, and December 31,2022; and Actual Adjusted EBITDA for the periods ended March 31, 2023, and June 30, 2023. Pro forma combined Adjusted EBITDA, Actual Adjusted EBITDA and reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. For the period ended September 30, 2023 (9/30/23), LTM EBITDA is calculated using a four period sum using: Pro forma combined Adjusted EBITDA for the period ended December 31,2022; and Actual Adjusted EBITDA for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023. Pro forma combined Adjusted EBITDA, Actual Adjusted EBITDA and reconciliations between the non- GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. 8). LTM Gross Leverage Ratio - The Company defines LTM Gross Leverage ratio as dividing gross debt by LTM EBITDA. The Company uses LTM gross leverage ratio to monitor and evaluate the Company's overall liquidity, financial flexibility and leverage. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. 9). LTM Net Leverage Ratio - The Company defines LTM Net Leverage ratio as dividing net debt by LTM EBITDA. The Company uses LTM net leverage ratio to monitor and evaluate the Company's overall liquidity, financial flexibility and leverage. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition.