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8-K

Warner Bros. Discovery, Inc. (WBD)

8-K 2023-02-23 For: 2023-02-23
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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):  February 23, 2023

disca-20230223_g1.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 February 23, 2023 Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the "Company"), released its earnings for the quarter and year ended December 31, 2022. 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 previously announced 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.

During the three months ended December 31, 2022, WBD updated the previously issued Trending Schedules to reflect the following pro forma updates: (i) projections for Studios content amortization for the three months ended September 30, 2021 through the three months ended September 31, 2022, (ii) fair value of HBO affiliate relationships for the three months ended March 31, 2021 through the three months ended September 30, 2022, (iii) allocation of depreciation expense between Networks and Corporate for the three months ended March 31, 2021 through the three months ended September 30, 2022, (iv) Studios amortization of fair value step-up for content for unrealized games amortization for the three months ended March 31, 2021 through the three months ended September 30, 2022, (v) presentation of the loss related to Hello Sunshine for the period ended September 30, 2021, and (vi) inclusion of 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 for the three months ended June 30, 2021 through the three months ended September 30, 2022.

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 dated February 23, 2023
99.2 Trending Schedules and Non-GAAP Reconciliations through Q4 2022
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: February 23, 2023 By: /s/    Gunnar Wiedenfels
Gunnar Wiedenfels
Chief Financial Officer

wbd4q22earningsreleasefi

Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023 Q4 Financial Summary & Operational Highlights Warner Bros. Discovery, Inc. Reports Fourth-Quarter 2022 Earnings Results 1 2022 2021 % Change $ in millions Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Combined (ex-FX)(*) Total revenues $ 11,008 $ — $ 11,008 $ 3,187 $ 9,226 $ 12,413 NM (11) % (9) % Net (loss) income available to Warner Bros. Discovery, Inc. (2,101) 693 (1,408) 38 (795) (757) NM NM NM Adjusted EBITDA(*) 2,603 — 2,603 1,137 1,604 2,741 NM (5) % (2) % Cash provided by operating activities 2,846 884 NM Reported free cash flow(*) 2,482 784 NM Three Months Ended December 31, Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the transaction whereby the Company acquired the WarnerMedia business (the "Merger") had been completed on January 1, 2021. Pro forma adjustments for Q4 2021 represent the WarnerMedia business's results for Q4 2021. Refer to page 13 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details • Q4 total revenues were $11,008 million. Revenues decreased 9% ex-FX(1)(*) compared to the prior year quarter, on a combined basis(2). • Net loss available to Warner Bros. Discovery, Inc. was $(2,101) million, and included $1,850 million of pre-tax amortization from acquisition-related intangible assets and $1,198 million of pre-tax restructuring expenses. • Q4 total Adjusted EBITDA(3)(*) was $2,603 million. Adjusted EBITDA decreased 2% ex-FX compared to the prior year quarter, on a combined basis. • Q4 cash provided by operating activities increased to $2,846 million and reported free cash flow(4)(*) increased to $2,482 million. • Ended Q4 with $3.9 billion of cash on hand, $49.5 billion of gross debt(5)(*), and 5.0x net leverage(6)(*). • Global DTC subscribers(7) increased 1.1 million to 96.1 million at the end of Q4 versus 95.0 million subscribers at the end of Q3, helped in part by the re-launch of HBO Max on Amazon Channels in December 2022. • In Q4, TBS, TLC, and TNT were among the top-5 cable networks in Primetime for adults 25-54(8). • Continued strength in storytelling as highlighted by our 22 nominations(9) and 8 wins(10) at the 80th Golden Globe® Awards, and our 14 Academy Award© nominations, including Best Picture and Best Actor in a Leading Role nods for Warner Bros. Pictures’ Elvis(11). With the major restructuring decisions behind us, this year we are focused on building and growing our businesses for the future, and we're off to a great start. We're seeing strong momentum across the enterprise, including our exciting long-term plans for DC Studios, the historic success of our latest HBO series The Last of Us, the significant financial and operating gains in DTC, and the record sales of our newest game Hogwarts Legacy. And with our unparalleled portfolio of assets and IP, a growing roster of exceptional creative talent, and some of the buzziest storytelling in the industry, we believe we have re- positioned our businesses to take full advantage of the many opportunities ahead. – David Zaslav, President & CEO


• Studios revenues were $3,842 million. Revenues decreased 23% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Content revenue decreased 24% ex-FX, primarily driven by lower TV licensing, and to a lesser extent, lower games and home entertainment revenues. • TV licensing revenue declined mainly due to TV licensing deals in the prior year quarter. • Games and home entertainment revenues were lower due to COVID-induced demand in the prior year. Home entertainment revenue was further impacted by fewer new theatrical releases in the current year. • Studios operating expenses were $3,074 million. Operating expenses decreased 20% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Costs of revenues decreased 19% ex-FX, primarily driven by lower content expense and distribution fees related to the TV licensing deals in the prior year quarter. • SG&A expenses decreased 24% ex-FX, primarily driven by lower marketing expenses due to fewer theatrical new releases. Black Adam was released in Q4 2022 compared to Dune, The Matrix Resurrections, King Richard, and The Many Saints of Newark in the prior year quarter. • Studios Adjusted EBITDA was $768 million. Adjusted EBITDA decreased 34% ex-FX compared to the prior year quarter, on a pro forma combined basis. 2 2022 2021 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Advertising $ (3) $ — $ 40 $ 40 NM NM NM Distribution 4 — 4 4 NM — % — % Content 3,631 7 4,910 4,917 NM (26) % (24) % Other 210 — 188 188 NM 12 % 11 % Total revenues 3,842 7 5,142 5,149 NM (25) % (23) % Costs of revenues (excluding depreciation & amortization) 2,547 1 3,205 3,206 NM (21) % (19) % Selling, general and administrative 527 — 723 723 NM (27) % (24) % Adjusted EBITDA $ 768 $ 6 $ 1,214 $ 1,220 NM (37) % (34) % Studios Segment Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q4 2021 represent the WarnerMedia business's results for full Q4 2021. Refer to page 13 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Q4 2022 Highlights Manifest Warner Bros. Television Group Three Months Ended December 31, Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023 Abbott Elementary Warner Bros. Television Group


Networks Segment 2022 2021 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Advertising $ 2,226 $ 1,654 $ 1,029 $ 2,683 35 % (17) % (14) % Distribution 2,874 1,087 1,928 3,015 NM (5) % (2) % Content 307 165 127 292 86 % 5 % 7 % Other 112 12 33 45 NM NM NM Total revenues 5,519 2,918 3,117 6,035 89 % (9) % (6) % Costs of revenues (excluding depreciation & amortization) 2,278 886 1,539 2,425 NM (6) % (3) % Selling, general and administrative 763 539 353 892 42 % (14) % (11) % Adjusted EBITDA $ 2,478 $ 1,493 $ 1,225 $ 2,718 66 % (9) % (7) % 3 Three Months Ended December 31, • Networks revenues were $5,519 million. Revenues decreased 6% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Advertising revenue decreased 14% ex-FX, primarily driven by audience declines in domestic general entertainment networks and soft advertising markets mainly in the U.S., and to a lesser extent, certain international markets. • Distribution revenue decreased 2% ex-FX, as increases in contractual affiliate rates in the U.S. and premium sports packages in Latin America were more than offset by a decline in pay-TV subscribers in the U.S. and lower contractual affiliate rates in some European markets. • Content revenue increased 7%, primarily driven by third-party content licensing deals globally. • Other revenue increased to $112 million, primarily due to services provided to the unconsolidated BT Sport joint venture. • Networks operating expenses were $3,041 million. Operating expenses decreased 5% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Costs of revenues decreased 3% ex-FX, primarily driven by lower content expense, partially offset by costs associated with the unconsolidated BT Sport joint venture. • SG&A expenses decreased 11% ex-FX, primarily due to lower personnel and marketing expenses. • Networks Adjusted EBITDA was $2,478 million. Adjusted EBITDA decreased 7% ex-FX compared to the prior year quarter, on a pro forma combined basis. Fixer Upper: The Castle Magnolia Network Election Night in America CNN Inside The NBA TNT Steel Buddies Stahlharte Geschäfte DMAX Q4 2022 Highlights Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q4 2021 represent the WarnerMedia business's results for full Q4 2021. Refer to page 13 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023


• Total DTC subscribers(7) were 96.1 million, an increase of 1.1 million global subscribers since the end of Q3. Global DTC ARPU(12) was $7.58. • DTC revenues were $2,451 million. Revenues increased 6% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Advertising revenue increased 75% ex-FX, primarily driven by subscriber growth on our DTC ad-supported tiers. • Distribution revenue increased 2% ex-FX, as global retail subscriber gains were partially offset by a decline in wholesale revenues. • Content revenue increased 28% ex-FX, primarily driven by higher third party licensing of HBO content. • DTC operating expenses were $2,668 million. Operating expenses decreased 12% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Costs of revenues increased 6% ex-FX, primarily driven by increased content expense. • SG&A decreased 42% ex-FX, primarily driven by lower marketing spend. • DTC Adjusted EBITDA was $(217) million, a $511 million year-over-year improvement in losses on a pro forma combined basis. 4 2022 2021 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Advertising $ 123 $ 44 $ 26 $ 70 NM 76 % 75 % Distribution 2,084 217 1,880 2,097 NM (1) % 2 % Content 243 1 190 191 NM 27 % 28 % Other 1 — 2 2 NM (50) % — % Total revenues 2,451 262 2,098 2,360 NM 4 % 6 % Costs of revenues (excluding depreciation & amortization) 2,011 178 1,760 1,938 NM 4 % 6 % Selling, general and administrative 657 334 816 1,150 97 % (43) % (42) % Adjusted EBITDA $ (217) $ (250) $ (478) $ (728) 13 % 70 % 70 % Three Months Ended December 31, In millions, except ARPU Q4 2022 Q3 2022 Q4 2021 Total subscribers(7) 54.6 53.6 51.2 ARPU(12) $ 10.83 $ 10.66 Total subscribers(7) 41.5 41.4 34.9 ARPU(12) $ 3.71 $ 3.68 Total DTC subscribers(7) 96.1 95.0 86.2 Global ARPU(12) $ 7.58 $ 7.52 DTC Subscribers Direct-to-Consumer Segment The White Lotus HBO In te rn at io na l D om es tic Note: Domestic includes the U.S. and Canada. Prior year subscribers have been recast to reflect the Company's harmonized definition. Refer to page 14 for more information. Q4 2022 Highlights Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q4 2021 represent the WarnerMedia business's results for full Q4 2021. Refer to page 13 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details House of the Dragon HBO Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023


2022 2021 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Adjusted EBITDA $ (451) $ (112) $ (294) $ (406) NM (11) % (14) % Three Months Ended December 31, Corporate 5 Inter-segment Eliminations 2022 2021 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Inter-segment revenue eliminations $ (832) $ — $ (1,145) $ (1,145) NM 27 % 27 % Inter-segment expense eliminations (857) — (1,082) (1,082) NM 21 % 21 % Adjusted EBITDA $ 25 $ — $ (63) $ (63) NM NM NM Three Months Ended December 31, Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q4 2021 represent the WarnerMedia business's results for full Q4 2021. Refer to page 13 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q4 2021 represent the WarnerMedia business's results for full Q4 2021. Refer to page 13 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details • Fees related to the Company's securitization facility, which are captured in SG&A, increased $119 million year over year as a result of higher interest rates, which more than offset lower overhead costs. Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023


6 2022 2021 % Change $ in millions Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Combined (ex-FX)(*) Studios $ 9,731 $ 4,067 $ 13,798 $ 20 $ 14,989 $ 15,009 NM (8) % (6) % Networks 19,348 3,838 23,186 11,311 12,919 24,230 71 % (4) % (2) % DTC 7,274 2,419 9,693 860 8,405 9,265 NM 5 % 6 % Corporate & Eliminations (2,536) (1,046) (3,582) — (3,178) (3,178) NM (13) % (13) % Total revenues 33,817 9,278 43,095 12,191 33,135 45,326 NM (5) % (3) % Net (loss) income available to Warner Bros. Discovery, Inc. (7,371) 2,012 (5,359) 1,006 (4,756) (3,750) NM NM NM Studios 1,772 977 2,749 14 2,631 2,645 NM 4 % 8 % Networks 8,725 1,326 10,051 5,533 5,454 10,987 58 % (9) % (7) % DTC (1,596) (467) (2,063) (1,345) (520) (1,865) (19) % (11) % (11) % Corporate & Eliminations (1,183) (380) (1,563) (385) (956) (1,341) NM (17) % (19) % Adjusted EBITDA(*) $ 7,718 $ 1,456 $ 9,174 $ 3,817 $ 6,609 $ 10,426 NM (12) % (10) % Elvis Warner Bros. Full-year 2022 Consolidated Results DC League of Super-Pets Warner Bros. Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for 2022 represent the WarnerMedia business's results for January 1, 2022 through April 8, 2022. Pro forma adjustments for 2021 represent the WarnerMedia business's results for the entirety of 2021. Refer to page 13 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details The Sandman Warner Bros. Television Group Twelve Months Ended December 31, • Full-year total revenues were $33.8 billion. Total revenues decreased 3% ex-FX compared to the prior year, on a combined basis. • Studios revenues were $9.7 billion. Pro forma revenues decreased 6% ex-FX as higher theatrical film rental revenues and a record year for our Global Brands & Experiences business were more than offset by lower TV licensing and home entertainment revenues. • Networks revenues were $19.3 billion. Pro forma revenues decreased 2% ex-FX as both advertising and distribution revenues declined. Advertising was impacted by audience declines in domestic general entertainment and news networks, partially offset by the carriage of the NCAA Final Four and the first year of the NHL contract. Distribution was impacted by continued subscriber declines in the U.S. and lower affiliate rates in some European markets, partially offset by contractual affiliate rate increases in the U.S. • DTC revenues were $7.3 billion. Revenues increased 6% ex-FX as subscriber growth from our ad-lite products, higher third- party licensing of HBO content, and global retail subscriber gains were partially offset by lower wholesale revenues mainly due to the expiration of HBO Max on Amazon Channels in September 2021. HBO Max re-launched on Amazon Channels in December 2022. • Net loss available to Warner Bros. Discovery, Inc. was $(7.4) billion, and included $6.2 billion of pre-tax amortization from acquisition- related intangible assets and $3.8 billion of pre-tax restructuring expenses. • Full-year total Adjusted EBITDA was $7.7 billion. Total Adjusted EBITDA decreased 10% ex-FX compared to the prior year, on a combined basis. • Studios Adjusted EBITDA was $1.8 billion. Adjusted EBITDA increased 8% ex-FX as revenue declines were more than offset by lower television product content expense and distribution fees due to TV licensing deals in the prior year and lower marketing due to fewer theatrical new releases in 2022. • Networks Adjusted EBITDA was $8.7 billion. Adjusted EBITDA decreased 7% ex-FX as revenue declines, coupled with higher sports and news costs, were partially offset by lower personnel and marketing expenses. • DTC Adjusted EBITDA was $(1.6) billion. Adjusted EBITDA decreased $198 million year-over-year on a pro forma combined basis as revenue growth and more efficient marketing spend were more than offset by increased content expense. Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023


Leverage & Liquidity • Ended 2022 with $3.9 billion of cash on hand, $49.5 billion of gross debt(*), and 5.0x net leverage(*). • In aggregate, the Company has voluntarily repaid $7.0 billion of debt since April 9, 2022, including $1.0 billion of senior notes during the fourth quarter. • As of December 31, 2022, the average duration of the Company's outstanding debt was 14 years, with an average cost of debt of 4.3%. • The Company maintains an undrawn $6.0 billion revolving credit facility. 7 Reported Free Cash Flow • Cash provided by operating activities increased to $4,304 million from $2,798 million in the prior year, primarily driven by an increase in operating profits and working capital initiatives, partially offset by interest payments on incremental debt acquired as part of the Merger, as well as merger and integration-related costs. • Reported free cash flow increased to $3,317 million, primarily driven by higher cash from operations, partially offset by higher capital expenditures from consolidating the WarnerMedia business following the closing of the Merger. • Full-year 2022 free cash flow was adversely impacted by a net $343 million reduction in the Company's securitization facility and factoring program since the closing of the Merger. Full-year 2022 Free Cash Flow Highlights Full-year 2022 Leverage Highlights Reported Financial Results Three Months Ended Twelve Months Ended $ in millions 2022 2021 % Change 2022 2021 % Change Cash provided by operating activities $ 2,846 $ 884 NM $ 4,304 $ 2,798 54 % Purchases of property and equipment (364) (100) NM (987) (373) NM Reported free cash flow(*) $ 2,482 $ 784 NM $ 3,317 $ 2,425 37 % The above free cash flow reconciliation shows "as reported" 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 three months and twelve months ended December 31, 2021 include Discovery, Inc. standalone results only, and do not include the WarnerMedia business. Financials for the twelve months ended December 31, 2022 include Discovery, Inc. results for January 1, 2022 - December 31, 2022 and WarnerMedia business results for April 9, 2022 - December 31,2022. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023


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. 8 2023 Outlook(13) 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. Q4 2022 Earnings Conference Call Information Warner Bros. Discovery will host a conference call today, February 23, 2023 at 4:30 p.m. ET, to discuss its fourth quarter 2022 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, discovery+, CNN, DC, Eurosport, HBO, HBO Max, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Pictures, Warner Bros. Television, 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. Contacts Media Investor Relations Nathaniel Brown Andrew Slabin Peter Lee (212) 548-5959 (212) 548-5544 (212) 548-5907 nathaniel_brown@discovery.com andrew_slabin@discovery.com peter_lee@discovery.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. Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023


Actual Financial Results Three Months Ended December 31, Twelve Months Ended December 31, Unaudited; in millions, except per share amounts 2022 2021 2022 2021 Advertising $ 2,285 $ 1,698 $ 8,524 $ 6,194 Distribution 4,962 1,304 16,142 5,202 Content 3,442 173 8,360 737 Other 319 12 791 58 Total revenues 11,008 3,187 33,817 12,191 Costs of revenues, excluding depreciation and amortization 6,954 1,067 20,442 4,620 Selling, general and administrative 2,511 1,069 9,678 4,016 Depreciation and amortization 2,169 539 7,193 1,582 Restructuring 1,198 3 3,757 32 Impairment and loss (gain) on disposition and disposal groups 70 1 117 (71) Total costs and expenses 12,902 2,679 41,187 10,179 Operating (loss) income (1,894) 508 (7,370) 2,012 Interest expense, net (558) (154) (1,777) (633) Loss from equity investees, net (25) 2 (160) (18) Other (expense) income, net (64) (173) 347 72 (Loss) income before income taxes (2,541) 183 (8,960) 1,433 Income tax benefit (expense) 462 (92) 1,663 (236) Net (loss) income (2,079) 91 (7,297) 1,197 Net income attributable to noncontrolling interests (24) (22) (68) (138) Net income attributable to redeemable noncontrolling interests 2 (31) (6) (53) Net (loss) income available to Warner Bros. Discovery, Inc. $ (2,101) $ 38 $ (7,371) $ 1,006 Net (loss) income per share allocated to Warner Bros. Discovery, Inc. Series A common stockholders: Basic $ (0.86) $ 0.08 $ (3.82) $ 1.55 Diluted $ (0.86) $ 0.08 $ (3.82) $ 1.54 Weighted average shares outstanding: Basic 2,429 589 1,940 588 Diluted 2,429 663 1,940 664 9 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 twelve months ended December 31, 2022 include Discovery, Inc. results from January 1, 2022 through December 31, 2022 and the WarnerMedia business's results from April 9, 2022 through December 31, 2022. Financials for the three and twelve months ended December 31, 2021 include Discovery, Inc. standalone results only, and do not include the WarnerMedia business. Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023


10 Actual Financial Results Unaudited; in millions, except par value December 31, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents 3,731 3,905 Receivables, net 6,380 2,446 Prepaid expenses and other current assets 3,888 913 Total current assets 13,999 7,264 Film and television content rights and games 26,652 3,832 Property and equipment, net 5,301 1,336 Goodwill 34,438 12,912 Intangible assets, net 44,982 6,317 Other noncurrent assets 8,629 2,766 Total assets $ 134,001 $ 34,427 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 1,454 $ 412 Accrued liabilities 11,504 2,230 Deferred revenues 1,694 478 Current portion of debt 365 339 Total current liabilities 15,017 3,459 Noncurrent portion of debt 48,634 14,420 Deferred income taxes 11,014 1,225 Other noncurrent liabilities 10,669 1,927 Total liabilities 85,334 21,031 Commitments and contingencies Redeemable noncontrolling interests 318 363 Warner Bros. Discovery, Inc. stockholders’ equity: Series A common stock: $0.01 par value; 10,800 and 0 shares authorized; 2,660 and 0 shares issued; and 2,430 and 0 shares outstanding 27 — Preferred stock: $0.01 par value; 1,200 and 0 shares authorized, 0 shares issued and outstanding — — Discovery Series A-1 convertible preferred stock: $0.01 par value; 0 and 8 shares authorized, issued and outstanding — — Discovery Series C-1 convertible preferred stock: $0.01 par value; 0 and 6 shares authorized; 0 and 4 shares issued and outstanding — — Discovery Series A common stock: $0.01 par value; 0 and 1,700 shares authorized; 0 and 170 shares issued; and 0 and 169 shares outstanding — 2 Discovery Series B convertible common stock: $0.01 par value; 0 and 100 shares authorized; 0 and 7 shares issued and outstanding — — Discovery Series C common stock: $0.01 par value; 0 and 2,000 shares authorized; 0 and 559 shares issued; and 0 and 330 shares outstanding — 5 Additional paid-in capital 54,630 11,086 Treasury stock, at cost: 230 and 230 shares (8,244) (8,244) Retained earnings 2,205 9,580 Accumulated other comprehensive loss (1,523) (830) Total Warner Bros. Discovery, Inc. stockholders’ equity 47,095 11,599 Noncontrolling interests 1,254 1,434 Total equity 48,349 13,033 Total liabilities and equity $ 134,001 $ 34,427 10 Warner Bros. Discovery, Inc. Consolidated Balance Sheets Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023 The above balance sheet 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 twelve months ended December 31, 2022 include Discovery, Inc. results from January 1, 2022 through December 31, 2022 and the WarnerMedia business's results from April 9, 2022 through December 31, 2022. Financials for the three and twelve months ended December 31, 2021 include Discovery, Inc. standalone results only, and do not include the WarnerMedia business.


11 Actual Financial Results Twelve Months Ended December 31, Unaudited; in millions 2022 2021 Operating Activities Net (loss) income $ (7,297) $ 1,197 Adjustments to reconcile net income to cash provided by operating activities: Content rights amortization and impairment 14,161 3,501 Content restructuring impairments and write-offs 2,889 — Depreciation and amortization 7,193 1,582 Deferred income taxes (2,842) (511) Preferred stock conversion premium 789 — Share-based compensation expense 412 178 Impairment and loss (gain) on disposition and disposal groups 116 (71) Equity in losses of equity method investee companies and cash distributions 211 63 Gain on sale of investments (199) (19) Loss on extinguishment of debt — 10 (Gain) loss from derivative instruments, net (501) 49 Other, net 435 56 Changes in operating assets and liabilities, net of acquisitions and dispositions: Receivables, net 181 47 Film and television content rights, games and payables, net (12,643) (3,381) Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities 1,529 185 Foreign currency, prepaid expenses and other assets, net (130) (88) Cash provided by operating activities 4,304 2,798 Investing Activities Purchases of property and equipment (987) (373) Cash acquired from business acquisition and working capital settlement 3,612 (2) Proceeds from sales and maturities of investments 306 599 Investments in and advances to equity investments (168) (184) Proceeds from (payments for) derivative instruments, net 752 (86) Purchases of investments — (103) Other investing activities, net 9 93 Cash provided by (used in) investing activities 3,524 (56) Financing Activities Principal repayments of term loans (6,000) — Principal repayments of debt, including premiums to par value and discount payment (1,315) (574) Distributions to noncontrolling interests and redeemable noncontrolling interests (300) (251) Borrowings under commercial paper program 2,268 — Repayments under commercial paper program (2,270) — Repayments under revolving credit facility (125) — Borrowings under revolving credit facility 125 — Other financing activities, net (125) (28) Cash used in financing activities (7,742) (853) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (61) (106) Net change in cash, cash equivalents, and restricted cash 25 1,783 Cash, cash equivalents, and restricted cash, beginning of period 3,905 2,122 Cash, cash equivalents, and restricted cash, end of period $ 3,930 $ 3,905 11 Warner Bros. Discovery, Inc. Consolidated Statements of Cash Flows Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023 The above statement of cash flows 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 twelve months ended December 31, 2022 include Discovery, Inc. results from January 1, 2022 through December 31, 2022 and the WarnerMedia business's results from April 9, 2022 through December 31, 2022. Financials for the three and twelve months ended December 31, 2021 include Discovery, Inc. standalone results only, and do not include the WarnerMedia business.


12 Actual Financial Results Three Months Ended December 31, Twelve Months Ended December 31, Unaudited; in millions 2022 2021 2022 2021 Net (loss) income available to Warner Bros. Discovery, Inc. $ (2,101) $ 38 $ (7,371) $ 1,006 Net income attributable to redeemable noncontrolling interests (2) 31 6 53 Net income attributable to noncontrolling interests 24 22 68 138 Income tax (benefit) expense (462) 92 (1,663) 236 (Loss) income before income taxes (2,541) 183 (8,960) 1,433 Other expense (income), net 64 173 (347) (72) Loss from equity investees, net 25 (2) 160 18 Interest expense, net 558 154 1,777 633 Operating (loss) income (1,894) 508 (7,370) 2,012 Impairment and loss (gain) on disposition and disposal groups 70 1 117 (71) Restructuring 1,198 3 3,757 32 Depreciation and amortization 2,169 539 7,193 1,582 Employee share-based compensation 93 43 410 167 Transaction and integration costs 66 43 1,195 95 Amortization of fair value step-up for content 901 — 2,416 — Adjusted EBITDA(*) $ 2,603 $ 1,137 $ 7,718 $ 3,817 Reconciliation of Net (Loss) Income to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization The above reconciliation 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 twelve months ended December 31, 2022 include Discovery, Inc. results from January 1, 2022 through December 31, 2022 and the WarnerMedia business's results from April 9, 2022 through December 31, 2022. Financials for the three and twelve months ended December 31, 2021 include Discovery, Inc. standalone results only, and do not include the WarnerMedia business. (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023


13 Definitions and Sources for Warner Bros. Discovery, Inc. (1) Foreign Exchange Impacting Comparability: In addition to the Merger (as defined below), 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 “2022 Baseline Rate”), and the prior year amounts translated at the same 2022 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) Pro Forma Combined Financial Information: The unaudited pro forma combined financial information in this press release presents the combined results of the Company and the WarnerMedia business as if the transaction whereby the Company acquired the WarnerMedia business (the "Merger") had been completed on January 1, 2021. Management believes reviewing our actual operating results in addition to pro forma combined results is useful in identifying trends in, or reaching conclusions regarding, the overall operating performance of our businesses. Our combined Networks, DTC, Studios, Corporate, and inter-segment eliminations pro forma combined financial information is based on the historical operating results of the respective segments 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 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 combined 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. We may refer to total company results (ex. Revenues, Adj. EBITDA) as "combined basis." For historical pro forma financial information including segment level detail and reconciliations of non-GAAP metrics to their GAAP equivalent, 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). (3) 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. 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. Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023


(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. (5) Gross debt: The Company defines gross debt of $49.5 billion as total debt of $49.3 billion, plus finance leases of $268 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. (6) Net leverage: The Company defines net leverage as the calculation where net debt (gross debt of $49.5 billion, less cash, cash equivalents, and restricted cash of $1.0 billion) is divided by the sum of the most recent four quarters Adjusted EBITDA of $9,174 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. (7) Direct-to-Consumer ("DTC") Subscriber: The Company defines a “DTC Subscription” as: (i) a retail subscription to discovery+, HBO or HBO 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, or HBO 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 or HBO 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 and HBO 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. (8) Source: Nielsen, 4Q22 (9/26/22-12/25/22), Live+3 program-based data (000)s, Primetime, Ad-supported cable, excl. breakouts and nets with less than 50% duration per day. Actual rankings were: #2 TBS, #4 TLC, and #5 TNT. (9) Source: Golden Globe® Awards press release dated December 12, 2022 (https://www.goldenglobes.com/articles/golden-globes-2023- nominations-80th-golden-globes-have-been-announced). (10) Source: Golden Globe® Awards press release dated January 10, 2023 (https://www.goldenglobes.com/articles/golden-globes-2023- winners-80-golden-years). (11) Source: Academy Award© press release dated January 24, 2023 (https://press.oscars.org/news/95th-oscarsr-nominations-announced). (12) 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) HBO 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. (13) 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. 14 Definitions and Sources for Warner Bros. Discovery, Inc. Continued Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023


wbd4q22trendingschedulef


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 combined Networks, DTC (as defined below), Studios and Corporate and Intersegment-eliminations pro forma financial information is based on the historical operating results of the respective segments 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. New 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. New 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. Pro Forma Updates: During the three months ended December 31, 2022, WBD updated the previously issued Trending Schedules to reflect the following pro forma updates: (i) projections for Studios content amortization for the three months ended September 30, 2021 through the three months ended September 31, 2022, (ii) fair value of HBO affiliate relationships for the three months ended March 31, 2021 through the three months ended September 30, 2022, (iii) allocation of depreciation expense between Networks and Corporate for the three months ended March 31, 2021 through the three months ended September 30, 2022, (iv) Studios amortization of fair value step-up for content for unrealized games amortization for the three months ended March 31, 2021 through the three months ended September 30, 2022, (v) presentation of the loss related to Hello Sunshine for the period ended September 30, 2021, and (vi) inclusion of 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 for the three months ended June 30, 2021 through the three months ended September 30, 2022. 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 3/31/21 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: Advertising $ 1,409 $ 1,634 $ 1,453 $ 1,698 $ 6,194 $ 1,476 $ 2,721 $ 2,042 $ 2,285 $ 8,524 Distribution 1,258 1,312 1,328 1,304 5,202 1,352 4,838 4,990 4,962 16,142 Content 112 100 352 173 737 323 2,064 2,531 3,442 8,360 Other 13 16 17 12 58 8 204 260 319 791 Total revenues 2,792 3,062 3,150 3,187 12,191 3,159 9,827 9,823 11,008 33,817 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 Selling, general and administrative 1,051 952 944 1,069 4,016 1,040 3,538 2,589 2,511 9,678 Depreciation and amortization 361 341 341 539 1,582 525 2,266 2,233 2,169 7,193 Restructuring 15 7 7 3 32 5 1,033 1,521 1,198 3,757 Impairment and (gain) loss on disposition and disposal groups — (72) — 1 (71) — 4 43 70 117 Total costs and expenses 2,396 2,283 2,821 2,679 10,179 2,806 13,466 12,013 12,902 41,187 Operating income (loss) 396 779 329 508 2,012 353 (3,639) (2,190) (1,894) (7,370) Interest expense, net (163) (157) (159) (154) (633) (153) (511) (555) (558) (1,777) Other income (expense), net 64 98 63 (171) 54 476 (94) (106) (89) 187 Income (loss) before income taxes 297 720 233 183 1,433 676 (4,244) (2,851) (2,541) (8,960) Income tax (expense) benefit (106) (2) (36) (92) (236) (201) 836 566 462 1,663 Net income (loss) 191 718 197 91 1,197 475 (3,408) (2,285) (2,079) (7,297) Net income attributable to noncontrolling interests (51) (46) (41) (53) (191) (19) (10) (23) (22) (74) Net income (loss) available to Warner Bros. Discovery, Inc. $ 140 $ 672 $ 156 $ 38 $ 1,006 $ 456 $ (3,418) $ (2,308) $ (2,101) $ (7,371) 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 3/31/21 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) income available to Warner Bros. Discovery, Inc. $ 140 $ 672 $ 156 $ 38 $ 1,006 $ 456 $ (3,418) $ (2,308) $ (2,101) $ (7,371) Net income attributable to noncontrolling interests 51 46 41 53 191 19 10 23 22 74 Net income 191 718 197 91 1,197 475 (3,408) (2,285) (2,079) (7,297) Income tax expense (benefit) 106 2 36 92 236 201 (836) (566) (462) (1,663) Other (income) expense, net (64) (98) (63) 171 (54) (476) 94 106 89 (187) Interest expense, net 163 157 159 154 633 153 511 555 558 1,777 Operating income (loss) 396 779 329 508 2,012 353 (3,639) (2,190) (1,894) (7,370) Impairment and (gain) loss on disposition and disposal groups — (72) — 1 (71) — 4 43 70 117 Restructuring 15 7 7 3 32 5 1,033 1,521 1,198 3,757 Depreciation and amortization 361 341 341 539 1,582 525 2,266 2,233 2,169 7,193 Employee share-based compensation 61 27 36 43 167 57 147 113 93 410 Transaction and integration costs 4 35 13 43 95 87 983 59 66 1,195 Amortization of fair value step-up for content — — — — — — 870 645 901 2,416 Adjusted EBITDA(1)(*) $ 837 $ 1,117 $ 726 $ 1,137 $ 3,817 $ 1,027 $ 1,664 $ 2,424 $ 2,603 $ 7,718 (*) 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.


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: Advertising $ 2,660 $ 2,825 $ 2,343 $ 2,761 $ 10,589 $ 2,710 $ 2,899 $ 2,042 $ 2,285 $ 9,936 Distribution 5,084 5,268 5,313 5,116 20,781 5,348 5,181 4,990 4,962 20,481 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 106 7 7 2 122 4 944 1,521 1,198 3,667 Impairment and (gain) loss on disposition and disposal groups — (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 (loss) income (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 primairly related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content, included within Cost of Revenues.


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) income 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 (loss) income (1,536) (322) (325) (97) (2,280) (340) (2,101) (1,497) (968) (4,906) Impairment and (gain) loss on disposition and disposal groups — (72) 223 1 152 — 4 43 70 117 Restructuring 106 7 7 2 122 4 944 1,521 1,198 3,667 Depreciation and amortization 2,163 2,071 1,999 2,123 8,356 1,942 1,846 1,768 1,671 7,227 Employee share-based compensation 200 112 86 88 486 113 115 113 93 434 Transaction and integration costs 793 36 124 280 1,233 305 201 59 66 631 Amortization of fair value step-up for content 791 668 554 344 2,357 357 757 417 473 2,004 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 primairly related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content.


Studios segment Pro forma combined; 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: Advertising $ 21 $ 27 $ 35 $ 40 $ 123 $ 9 $ 10 $ 8 $ (3) $ 24 Distribution 3 5 2 4 14 5 5 4 4 18 Content 3,069 3,197 3,173 4,917 14,356 3,352 3,187 2,884 3,631 13,054 Other 81 104 143 188 516 138 162 192 210 702 Total revenues 3,174 3,333 3,353 5,149 15,009 3,504 3,364 3,088 3,842 13,798 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 Selling, general and administrative 652 650 747 723 2,772 629 621 570 527 2,347 Adjusted EBITDA(1) 430 439 556 1,220 2,645 810 409 762 768 2,749 Depreciation and amortization 173 172 173 173 691 136 137 136 131 540 Employee share-based compensation 50 11 12 12 85 25 1 1 — 27 Restructuring 38 — — — 38 — 162 562 288 1,012 Transaction and integration costs — — — — — — — 1 8 9 Inter-segment eliminations — — — — — — — — 5 5 Impairment and (gain) loss on disposition and disposal groups — — — — — — — 15 15 30 Amortization of fair value step-up for content 597 314 480 197 1,588 171 141 140 133 585 Operating (loss) income $ (428) $ (58) $ (109) $ 838 $ 243 $ 478 $ (32) $ (93) $ 188 $ 541 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 primairly related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content.


Networks segment Pro forma combined; 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: Advertising $ 2,646 $ 2,796 $ 2,268 $ 2,683 $ 10,393 $ 2,632 $ 2,802 $ 1,944 $ 2,226 $ 9,604 Distribution 3,162 3,087 3,065 3,015 12,329 3,132 3,012 2,924 2,874 11,942 Content 307 219 456 292 1,274 515 241 277 307 1,340 Other 46 62 81 45 234 53 66 69 112 300 Total revenues 6,161 6,164 5,870 6,035 24,230 6,332 6,121 5,214 5,519 23,186 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 Selling, general and administrative 794 755 778 892 3,219 796 744 678 763 2,981 Adjusted EBITDA(1) 2,875 2,682 2,712 2,718 10,987 2,586 2,357 2,630 2,478 10,051 Depreciation and amortization 1,387 1,327 1,272 1,377 5,363 1,284 1,201 1,133 1,073 4,691 Employee share-based compensation 9 8 11 13 41 9 — — — 9 Restructuring 19 7 7 2 35 4 303 354 337 998 Transaction and integration costs 4 — — — 4 (1) 1 1 1 2 Amortization of fair value step-up for content 121 280 1 74 476 126 294 2 76 498 Inter-segment eliminations — — — — — — (2) 30 (11) 17 Impairment and (gain) loss on disposition and disposal groups — (72) — (1) (73) — — — 24 24 Operating income $ 1,335 $ 1,132 $ 1,421 $ 1,253 $ 5,141 $ 1,164 $ 560 $ 1,110 $ 978 $ 3,812 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 primairly related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content.


DTC segment Pro forma combined; unaudited; in millions, except for ARPU(2) 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: Advertising $ 19 $ 37 $ 54 $ 70 $ 180 $ 81 $ 97 $ 106 $ 123 $ 407 Distribution 1,919 2,176 2,246 2,097 8,438 2,211 2,164 2,062 2,084 8,521 Content 112 136 194 191 633 221 143 145 243 752 Other 6 3 3 2 14 2 6 4 1 13 Total revenues 2,056 2,352 2,497 2,360 9,265 2,515 2,410 2,317 2,451 9,693 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 Selling, general and administrative 1,077 1,008 1,038 1,150 4,273 1,175 903 833 657 3,568 Adjusted EBITDA(1) (517) (311) (309) (728) (1,865) (654) (558) (634) (217) (2,063) Depreciation and amortization 537 504 487 504 2,032 474 451 431 408 1,764 Employee share-based compensation 5 3 6 2 16 1 (1) (1) — (1) Restructuring 4 1 — — 5 — 472 517 559 1,548 Transaction and integration costs — — — 1 1 1 — — 1 2 Amortization of fair value step-up for content 73 74 73 73 293 60 81 94 103 338 Inter-segment eliminations — — — — — — 10 (10) 9 9 Impairment and (gain) loss on disposition and disposal groups — — — 1 1 — 4 — 9 13 Operating loss $ (1,136) $ (893) $ (875) $ (1,309) $ (4,213) $ (1,190) $ (1,575) $ (1,665) $ (1,306) $ (5,736) Subscriber Metrics 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 Global 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 Global ARPU $ 7.66 $ 7.52 $ 7.58 Domestic Subscribers 49.8 48.9 51.2 51.2 53.4 53.1 53.6 54.6 54.6 Domestic ARPU $ 10.54 $ 10.66 $ 10.83 International Subscribers 26.3 31.1 34.9 34.9 37.2 39.2 41.4 41.5 41.5 International ARPU $ 3.69 $ 3.68 $ 3.71 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 primairly related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content.


Corporate, and Inter-segment Eliminations Pro forma combined; unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 12 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 Adjusted EBITDA(1) (278) (341) (326) (406) (1,351) (357) (405) (340) $ (451) $ (1,553) Employee share-based compensation 136 90 57 61 344 78 115 113 93 399 Depreciation and amortization 66 68 67 69 270 48 57 68 59 232 Restructuring 45 (1) — — 44 — 25 93 33 151 Transaction and integration costs 789 36 124 279 1,228 305 200 57 56 618 Amortization of fair value step-up for content — — — — — — — — — — Impairment and (gain) loss on disposition and disposal groups — — 223 1 224 — — 28 22 50 Inter-segment eliminations — — — — — — (8) (20) (3) (31) Operating loss $ (1,314) $ (534) $ (797) $ (816) $ (3,461) $ (788) $ (794) $ (679) $ (711) $ (2,972) Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 12 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 Inter-segment revenue eliminations $ (675) $ (648) $ (751) $ (1,145) $ (3,219) $ (926) $ (1,088) $ (785) $ (832) $ (3,631) Inter-segment expense eliminations (682) (679) (786) (1,082) (3,229) (922) (1,051) (791) (857) (3,621) Adjusted EBITDA(1) $ 7 $ 31 $ 35 $ (63) $ 10 $ (4) $ (37) $ 6 $ 25 $ (10) Restructuring — — — — — — (18) (5) (19) (42) Amortization of fair value step-up for content — — — — — — 241 181 161 583 Operating loss $ 7 $ 31 $ 35 $ (63) $ 10 $ (4) $ (260) $ (170) $ (117) $ (551) 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 primairly related to Purchase Price Amortization, included within depreciation and amortization.


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 3/31/21 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 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 Less: Purchases of property and equipment (90) (77) (106) (100) (373) (85) (222) (316) (364) (987) Reported Free Cash Flow(4)(*) $ 179 $ 757 $ 705 $ 784 $ 2,425 $ 238 $ 789 $ (192) $ 2,482 $ 3,317 Reported Gross to Net Debt: Current portion of debt $ 351 $ 585 $ 349 $ 339 $ 339 $ 794 $ 1,097 $ 1,257 $ 365 $ 365 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 Plus: Finance leases 222 217 266 255 255 249 284 268 268 268 Reported Gross Debt(5)(*) $ 15,688 $ 15,701 $ 15,483 $ 15,442 $ 15,442 $ 15,073 $ 53,043 $ 50,412 $ 49,544 $ 49,544 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 Reported Net Debt(6)(*) $ 13,680 $ 12,866 $ 12,358 $ 11,544 $ 11,544 $ 10,910 $ 49,147 $ 47,899 $ 45,614 $ 45,614 LTM EBITDA(7)(*) 3,920 3,910 3,682 3,817 3,817 4,007 9,556 9,312 9,174 9,174 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 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 (*) 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 and beyond, LTM EBITDA is based on pro forma combined Adjusted EBITDA contained in this trending schedule. For more information, please refer note seven (7) in the Notes and Definitions as well as the New Financial Measures disclosure.


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. 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) HBO 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 - We define a “Core Direct-to-Consumer ("DTC") Subscription” as: (i) a retail subscription to discovery+, HBO or HBO 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, or HBO 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 or HBO 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 “Core DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO and HBO 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 standalone 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) and beyond, 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. 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 in evaluating a company's financial condition. 8). 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 in evaluating a company's financial condition.