0001437107false00014371072024-02-232024-02-23

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, 2024
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 classTrading
Symbol(s)		Name of each exchange
on which registered
Series A Common StockWBDNasdaq 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, 2024, Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) released its earnings for the quarter and year ended December 31, 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

On August 4, 2022, to assist investors in assessing the Company’s historical performance on a basis that reflected the completion of the acquisition of the WarnerMedia business of AT&T Inc. and subsequent change in reportable segments, the Company issued trending schedules (the “Trending Schedules”) which summarized certain unaudited supplemental financial information.

During the three months ended December 31, 2023, the Company updated the previously issued Trending Schedules to reflect the Company's updated subscriber and Average Revenue Per Subscriber ("ARPU") definitions. Prior period subscribers and ARPU have been recast to reflect the updated definitions.

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
99.2
101Inline 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
104Cover 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, 2024
By:
/s/    Gunnar Wiedenfels
Gunnar Wiedenfels
Chief Financial Officer


• Q4 total revenues were $10,284 million. Revenues decreased 7% ex-FX(1)(*) compared to the prior year quarter. • Net loss available to Warner Bros. Discovery, Inc. was $(400) million, including $1,699 million of pre-tax amortization driven by acquisition-related intangibles and $75 million of pre-tax restructuring expenses. • Q4 total Adjusted EBITDA(2)(*) was $2,471 million. Adjusted EBITDA decreased 5% ex-FX compared to the prior year quarter. • Cash provided by operating activities increased to $3,578 million. Reported free cash flow(3)(*) increased to $3,310 million. • Repaid $1.2 billion of debt during Q4. Ended the quarter with $4.3 billion of cash on hand, $44.2 billion of gross debt(4)(*), and 3.9x net leverage(5)(*). • Global DTC subscribers(6) were 97.7 million at the end of Q4, which included 1.3 million subscribers from our acquisition of BluTV. Global DTC ARPU(7) was $7.94, a 7% ex-FX increase vs. the prior year quarter. • TNT Sports continued to strengthen its global sports portfolio with a four-year extension of its U.K. Premier League rights(8), as well as signing a seven-year agreement with NASCAR, in the U.S., beginning in 2025(9). • In Q4, Adult Swim had the largest year-over-year primetime delivery growth in cable among P18-49 and P25-54, led by Rick and Morty as cable's #1 comedy(10). Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024 Q4 Financial Summary & Operational Highlights Warner Bros. Discovery, Inc. Reports Fourth Quarter 2023 Earnings Results 1 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Total revenues $ 10,284 $ 11,008 (7) % (7) % Net loss available to Warner Bros. Discovery, Inc. (400) (2,101) 81 % NM Adjusted EBITDA(*) 2,471 2,603 (5) % (5) % Cash provided by operating activities 3,578 2,846 26 % Reported free cash flow(*) 3,310 2,482 33 % Three Months Ended December 31, 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 14 titled Definitions & Sources for additional details. After executing against our strategic plan to reposition the company, we are now on solid footing with a clear pathway to growth. We generated $6.2 billion in free cash flow and paid down $5.4 billion in debt in 2023, which puts us at 3.9x net leverage. We have an attack plan for 2024 that includes the roll-out of Max in key international markets, a more robust creative pipeline across our film and TV studios, and further progress against our long-range financial goals and are confident in our ability to drive sustained operating momentum and enhanced shareholder value. – David Zaslav, President & CEO

 
Barbie Warner Bros. 2 Studios Segment NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 14 titled Definitions & Sources for additional details. Q4 2023 Highlights Wonka Warner Bros. Three Months Ended December 31, Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Distribution $ (2) $ 4 NM NM Advertising 4 (3) NM NM Content 2,933 3,631 (19) % (20) % Other 238 210 13 % 12 % Total revenues 3,173 3,842 (17) % (18) % Costs of revenues (excluding depreciation & amortization) 1,898 2,547 (25) % (26) % Selling, general and administrative 732 527 39 % 38 % Adjusted EBITDA $ 543 $ 768 (29) % (30) % The Color Purple Warner Bros. Aquaman and the Lost Kingdom DC & Warner Bros. • Studios revenues decreased 18% ex-FX to $3,173 million compared to the prior year quarter. • Content revenue decreased 20% ex-FX. • TV revenue declined significantly primarily due to the impact of the WGA and SAG-AFTRA strikes and certain large licensing deals in the prior year. • Theatrical revenue increased due to the larger release slate in the current year quarter (Wonka, Aquaman and the Lost Kingdom, and The Color Purple). • Games revenue increased meaningfully due to the continued performance of Hogwarts Legacy, including the Q4 launch on the Nintendo Switch. • Other revenue increased 12% ex-FX, due to the Q2 opening of Warner Bros. Studio Tour Tokyo, partially offset by the impact of the WGA and SAG-AFTRA strikes on studio production services. • Studios operating expenses decreased 15% ex-FX to $2,630 million compared to the prior year quarter. • Costs of revenues decreased 26% ex-FX, primarily driven by lower TV content expense, including strike-related impacts, partially offset by higher games content expense. • SG&A expenses increased 38% ex-FX, primarily driven by higher theatrical marketing expense due to the larger release slate. • Studios Adjusted EBITDA decreased 30% ex-FX to $543 million compared to the prior year quarter.

 
• Networks revenues decreased 8% ex-FX to $5,037 million compared to the prior year quarter. The AT&T SportsNet business exit negatively impacted the year-over-year growth rate by approximately 100 bps(11)(*). • Distribution revenue decreased 3% ex-FX, primarily driven by declines in U.S. pay-TV subscribers, exiting the AT&T SportsNet business, and the transfer of TNT Sports Chile from Networks to DTC, partially offset by increases in U.S. contractual affiliate rates and inflationary impacts in Argentina. The AT&T SportsNet exit negatively impacted the year-over-year growth rate by approximately 300 bps. • Advertising revenue decreased 14% ex-FX, primarily driven by audience declines in domestic general entertainment and news networks and soft linear advertising markets mainly in the U.S. and, to a lesser extent, certain international markets, as well as exiting the AT&T SportsNet business. The AT&T SportsNet exit negatively impacted the year-over-year growth rate by approximately 100 bps. • Content revenue decreased 16% ex-FX, primarily driven by lower international sports sublicensing, as well as lower third-party and inter- segment content licensing. • Other revenue decreased 34% ex-FX. • Networks operating expenses decreased 7% ex-FX to $2,829 million compared to the prior year quarter. The AT&T SportsNet business exit favorably impacted the year-over-year growth rate by approximately 300 bps(12)(*). • Costs of revenues decreased 7% ex-FX, primarily driven by lower international sports rights fees, including the transfer of TNT Sports Chile, exiting the AT&T SportsNet business, as well as lower domestic general entertainment content expense, partially offset by the impact of inflation in Argentina. • SG&A expenses decreased 4% ex-FX, primarily driven by lower personnel expenses. • Networks Adjusted EBITDA decreased 11% ex-FX to $2,208 million compared to the prior year quarter. Networks Segment 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Distribution $ 2,752 $ 2,874 (4) % (3) % Advertising 1,948 2,226 (12) % (14) % Content 261 307 (15) % (16) % Other 76 112 (32) % (34) % Total revenues 5,037 5,519 (9) % (8) % Costs of revenues (excluding depreciation & amortization) 2,099 2,278 (8) % (7) % Selling, general and administrative 730 763 (4) % (4) % Adjusted EBITDA $ 2,208 $ 2,478 (11) % (11) % 3 Three Months Ended December 31, Beat Bobby Flay Holiday Throwdown Food Network Q4 2023 Highlights Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024 Lost Women of Highway 20 ID (*) A non-GAAP financial measure; see the section starting on page 14 titled Definitions & Sources for additional details. Inside The NBA TNT

 
4 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Distribution $ 2,167 $ 2,084 4 % 4 % Advertising 186 123 51 % 51 % Content 171 243 (30) % (30) % Other 5 1 NM NM Total revenues 2,529 2,451 3 % 3 % Costs of revenues (excluding depreciation & amortization) 1,983 2,011 (1) % (2) % Selling, general and administrative 601 657 (9) % (8) % Adjusted EBITDA $ (55) $ (217) 75 % 73 % Three Months Ended December 31, In millions, except ARPU Q4 2023 Q3 2023 Q4 2022 Total subscribers(6) 52.0 52.6 54.6 ARPU(7) $ 11.65 $ 11.29 $ 10.83 Total subscribers(6) 45.6 43.3 42.3 ARPU(7) $ 3.88 $ 3.98 $ 3.45 Total DTC subscribers(6) 97.7 95.9 96.9 Global ARPU(7) $ 7.94 $ 7.88 $ 7.42 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. Additionally, the Company updated the subscriber and ARPU definition in Q4 2023. The figures above reflect the Company's updated definition. Refer to page 15 for more information as well as the Trending Schedule, posted in the "Quarterly Results" section of the Company's investor relations website, for historical subscriber and ARPU metrics recast for the the updated definitions. Q4 2023 Highlights Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024 The Gilded Age HBO Last Week Tonight with John Oliver HBO NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 14 titled Definitions & Sources for additional details. • Total DTC subscribers(6) were 97.7 million which included 1.3 million subscribers from our acquisition of BluTV. Excluding BluTV and TNT Sports Chile, subscribers increased by 0.5 million vs. the end of Q3. Global DTC ARPU(7) was $7.94, a 7% ex-FX increase from the prior year quarter after adjusting prior periods for the transfer of TNT Sports Chile. • DTC revenues increased 3% ex-FX to $2,529 million compared to the prior year quarter. • Distribution revenue increased 4% ex-FX, primarily attributable to new partnership launches, price increases in the U.S. and certain international markets, favorable mix shifts from wholesale to retail, and the transfer of TNT Sports Chile to DTC from Networks. • Advertising revenue increased 51% ex-FX, primarily driven by higher U.S. Max engagement and ad-lite subscriber growth. • Content revenue decreased 30%, primarily driven by the timing of third-party licensing. • DTC operating expenses decreased 3% ex-FX to $2,584 million compared to the prior year quarter. • Costs of revenues decreased 2% ex-FX, primarily driven by lower content expense due to fewer premieres in the current year quarter versus the prior year quarter, partially offset by allocated sports costs and the transfer of TNT Sports Chile to DTC from Networks. • SG&A decreased 8% ex-FX, primarily driven by more efficient marketing-related spend. • DTC Adjusted EBITDA was $(55) million, a $162 million year-over-year improvement.

 
• Corporate Adjusted EBITDA loss improved $137 million, primarily driven by lower securitization and personnel expenses. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 14 titled Definitions & Sources for additional details. 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Adjusted EBITDA $ (314) $ (451) 30 % 32 % Three Months Ended December 31, Corporate 5 Inter-segment Eliminations 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Inter-segment revenue eliminations $ (458) $ (832) 45 % 45 % Inter-segment expense eliminations (547) (857) 36 % 36 % Adjusted EBITDA $ 89 $ 25 NM NM Three Months Ended December 31, Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024 (*) A non-GAAP financial measure; see the section starting on page 14 titled Definitions & Sources for additional details.

 
• Full-year total revenues decreased 4% ex-FX to $41.3 billion compared to the prior year, on a combined basis(13). • Studios revenues decreased 12% ex-FX to $12.2 billion primarily driven by lower TV revenues, which more than offset higher games revenue from the release of Hogwarts Legacy and higher theatrical revenue from the release of Barbie. TV revenues were adversely impacted by the WGA and SAG-AFTRA strikes and certain large licensing deals in the prior year. • Networks revenues decreased 8% ex-FX to $21.2 billion as both advertising and distribution revenues declined. Advertising revenue decreased primarily due to audience declines in domestic general entertainment and news networks as well as a soft advertising market in the U.S., and in certain international markets. Distribution revenue decreased primarily due to U.S. subscriber declines, partially offset by contractual affiliate rate increases in the U.S. Additionally, the prior year broadcast of the Olympics in Europe negatively impacted content revenues on a year-over-year basis. • DTC revenues increased 5% ex-FX to $10.2 billion driven by growth across all revenue streams. Advertising revenue grew primarily due to higher U.S. Max engagement and ad-lite subscriber growth. Distribution revenue grew primarily due to new partnership launches, as well as price increases in the U.S. and most international markets, partially offset by U.S. wholesale declines. Content revenue growth was driven by higher volume of licensing deals in the current year. • Net loss available to Warner Bros. Discovery, Inc. was $(3.1) billion, including $6.9 billion of pre-tax amortization driven by acquisition- related intangibles and $0.6 billion of pre-tax restructuring expenses. • Full-year total Adjusted EBITDA increased 12% ex-FX to $10.2 billion compared to the prior year, on a combined basis. • Studios Adjusted EBITDA decreased 21% ex-FX to $2.2 billion as revenue declines, coupled with higher marketing expense driven by the larger theatrical release slate and the release of Hogwarts Legacy, were partially offset by lower TV content expense, commensurate with lower revenues. • Networks Adjusted EBITDA decreased 9% ex-FX to $9.1 billion as revenue declines were partially offset by lower sports content expense, including the prior year broadcast of the Olympics in Europe and the exit from the AT&T SportsNet business in the U.S., lower domestic general entertainment and news content expense, as well as lower marketing and personnel expenses. • DTC Adjusted EBITDA was $0.1 billion, a $2.2 billion year-over-year improvement, driven by growth across all revenue streams, as well as more efficient marketing spend and lower content expense. 6 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Combined (ex-FX)(*) Studios $ 12,192 $ 9,731 $ 4,067 $ 13,798 25 % (12) % (12) % Networks 21,244 19,348 3,838 23,186 10 % (8) % (8) % DTC 10,154 7,274 2,419 9,693 40 % 5 % 5 % Corporate & Eliminations (2,269) (2,536) (1,046) (3,582) 11 % 37 % 37 % Total revenues 41,321 33,817 9,278 43,095 22 % (4) % (4) % Net loss available to Warner Bros. Discovery, Inc. (3,126) (7,371) 2,012 (5,359) 58 % 42 % NM Studios 2,183 1,772 977 2,749 23 % (21) % (21) % Networks 9,063 8,725 1,326 10,051 4 % (10) % (9) % DTC 103 (1,596) (467) (2,063) NM NM NM Corporate & Eliminations (1,149) (1,183) (380) (1,563) 3 % 26 % 27 % Adjusted EBITDA(*) $ 10,200 $ 7,718 $ 1,456 $ 9,174 32 % 11 % 12 % Full-year 2023 Consolidated Results 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 results for January 1, 2022 through April 8, 2022. Refer to page 16 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 14 titled Definitions & Sources for additional details Twelve Months Ended December 31, Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 
Leverage & Liquidity 7 Reported Free Cash Flow Q4 2023 & Full-year 2023 Free Cash Flow Highlights Full-year 2023 Leverage Highlights Reported Financial Results Three months ended December 31, Twelve months ended December 31, $ in millions 2023 2022 % Change 2023 2022 % Change Cash provided by operating activities $ 3,578 $ 2,846 26 % $ 7,477 $ 4,304 74 % Purchases of property and equipment (268) (364) 26 % (1,316) (987) (33) % Reported free cash flow(*) $ 3,310 $ 2,482 33 % $ 6,161 $ 3,317 86 % 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 twelve months ended December 31, 2023 are not directly comparable to cash provided by operating activities and free cash flow for the twelve months ended December 31, 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 results from April 9, 2022 through December 31, 2022. (*) A non-GAAP financial measure; see the section starting on page 14 titled Definitions & Sources for additional details. • Ended 2023 with $4.3 billion of cash on hand, $44.2 billion of gross debt(*), and 3.9x net leverage(*). • In Q4 2023, the Company repaid $1.2 billion of debt, bringing the total debt repaid in 2023 to $5.4 billion. • As of December 31, 2023, the average duration of the Company's outstanding debt was 15.0 years with an average cost of 4.6%. • The Company maintains an undrawn $6.0 billion revolving credit facility. • Q4 2023 cash provided by operating activities increased to $3,578 million from $2,846 million in the prior year quarter. Reported free cash flow increased to $3,310 million from $2,482 million primarily attributable to lower content spend driven by a more disciplined approach to content investment and the impact from the WGA and SAG-AFTRA strikes, as well as on-going working capital improvement initiatives, partially offset by lower operating profits. • Full-year 2023 cash provided by operating activities increased to $7,477 million from $4,304 million in the prior year. Reported free cash flow increased to $6,161 million from $3,317 million primarily attributable to higher operating profits combined with working capital improvements, in addition to lower content spend driven by a more disciplined approach to content investment and the impact from the WGA and SAG-AFTRA strikes. • As of December 31, 2023, the Company had $5,200 million drawn on its revolving receivables program, which was relatively unchanged from Q3, and a $166 million decrease year-over-year. Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 
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 2024 Outlook(14) 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 2023 Earnings Conference Call Information Warner Bros. Discovery will host a conference call today, February 23, 2024 at 8:00 a.m. ET, to discuss its fourth 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. Contacts Media Investor Relations Laura Watson Andrew Slabin Peter Lee Gabriele Cattoni (747) 288-5397 (212) 548-5544 (212) 548-5907 (212) 752-8744 laura.watson@wbd.com andrew.slabin@wbd.com peter.lee@wbd.com gabriele.cattoni@wbd.com Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 
Actual Financial Results Three Months Ended December 31, Twelve Months Ended December 31, Unaudited; in millions, except per share amounts 2023 2022 2023 2022 Distribution $ 4,913 $ 4,962 $ 20,237 $ 16,142 Advertising 2,087 2,285 8,700 8,524 Content 2,963 3,442 11,203 8,360 Other 321 319 1,181 791 Total revenues 10,284 11,008 41,321 33,817 Costs of revenues, excluding depreciation and amortization 5,896 6,954 24,526 20,442 Selling, general and administrative 2,455 2,511 9,696 9,678 Depreciation and amortization 2,024 2,169 7,985 7,193 Restructuring and other charges 75 1,198 585 3,757 Impairments and loss on dispositions 16 70 77 117 Total costs and expenses 10,466 12,902 42,869 41,187 Operating (loss) income (182) (1,894) (1,548) (7,370) Interest expense, net (502) (558) (2,221) (1,777) Loss from equity investees, net (9) (25) (82) (160) Other (expense) income, net 80 (64) (12) 347 Loss before income taxes (613) (2,541) (3,863) (8,960) Income tax benefit 221 462 784 1,663 Net loss (392) (2,079) (3,079) (7,297) Net income attributable to noncontrolling interests (6) (24) (38) (68) Net income attributable to redeemable noncontrolling interests (2) 2 (9) (6) Net loss available to Warner Bros. Discovery, Inc. $ (400) $ (2,101) $ (3,126) $ (7,371) Net loss per share allocated to Warner Bros. Discovery, Inc. Series A common stockholders: Basic $ (0.16) $ (0.86) $ (1.28) $ (3.82) Diluted $ (0.16) $ (0.86) $ (1.28) $ (3.82) Weighted average shares outstanding: Basic 2,439 2,429 2,436 1,940 Diluted 2,439 2,429 2,436 1,940 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 results from April 9, 2022 through December 31, 2022. Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 
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. 10 Actual Financial Results Unaudited; in millions, except par value December 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 3,780 $ 3,731 Receivables, net 6,047 6,380 Prepaid expenses and other current assets 4,391 3,888 Total current assets 14,218 13,999 Film and television content rights and games 21,229 26,652 Property and equipment, net 5,957 5,301 Goodwill 34,969 34,438 Intangible assets, net 38,285 44,982 Other noncurrent assets 8,099 8,629 Total assets $ 122,757 $ 134,001 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 1,260 $ 1,454 Accrued liabilities 10,368 11,504 Deferred revenues 1,924 1,694 Current portion of debt 1,780 365 Total current liabilities 15,332 15,017 Noncurrent portion of debt 41,889 48,634 Deferred income taxes 8,736 11,014 Other noncurrent liabilities 10,328 10,669 Total liabilities 76,285 85,334 Commitments and contingencies Redeemable noncontrolling interests 165 318 Warner Bros. Discovery, Inc. stockholders’ equity: Series A common stock: $0.01 par value; 10,800 and 10,800 shares authorized; 2,669 and 2,660 shares issued; and 2,439 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 55,112 54,630 Treasury stock, at cost: 230 and 230 shares (8,244) (8,244) (Accumulated deficit) retained earnings (928) 2,205 Accumulated other comprehensive loss (741) (1,523) Total Warner Bros. Discovery, Inc. stockholders’ equity 45,226 47,095 Noncontrolling interests 1,081 1,254 Total equity 46,307 48,349 Total liabilities and equity $ 122,757 $ 134,001 10 Warner Bros. Discovery, Inc. Consolidated Balance Sheets Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 
11 Actual Financial Results Twelve Months Ended December 31, Unaudited; in millions 2023 2022 Operating Activities Net loss $ (3,079) $ (7,297) Adjustments to reconcile net income to cash provided by operating activities: Content rights amortization and impairment 16,024 14,161 Content restructuring impairments and write-offs 115 2,808 Depreciation and amortization 7,985 7,193 Deferred income taxes (2,344) (2,842) Preferred stock conversion premium — 789 Equity in losses of equity method investee companies and cash distributions 157 211 Share-based compensation expense 500 412 Impairments and loss on dispositions — 116 Gain from derivative instruments, net (151) (501) Gain on sale of investments — (199) Other, net 259 435 Changes in operating assets and liabilities, net of acquisitions and dispositions: Receivables, net 312 181 Film and television content rights, games and payables, net (12,305) (12,562) Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities (820) 1,529 Foreign currency, prepaid expenses and other assets, net 824 (130) Cash provided by operating activities 7,477 4,304 Investing Activities Purchases of property and equipment (1,316) (987) Cash (used for) acquired from business acquisitions and working capital settlement (50) 3,612 Proceeds from sales and maturities of investments — 306 Investments in and advances to equity investments (112) (168) Proceeds from derivative instruments, net 121 752 Other investing activities, net 98 9 Cash (used in) provided by investing activities (1,259) 3,524 Financing Activities Principal repayments of term loans (4,000) (6,000) Principal repayments of debt, including premiums to par value and discount payment (2,860) (1,315) Borrowings from debt, net of discount and issuance costs 1,496 — Repayments under revolving credit facility (1,350) (125) Borrowings under revolving credit facility 1,350 125 Distributions to noncontrolling interests and redeemable noncontrolling interests (301) (300) Purchase of redeemable noncontrolling interests (49) — Borrowings under commercial paper program 3,857 2,268 Repayments under commercial paper program (3,864) (2,270) Other financing activities, net (116) (125) Cash used in financing activities (5,837) (7,742) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 8 (61) Net change in cash, cash equivalents, and restricted cash 389 25 Cash, cash equivalents, and restricted cash, beginning of period 3,930 3,905 Cash, cash equivalents, and restricted cash, end of period $ 4,319 $ 3,930 11 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 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. Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 
Networks Segment: Reconciliation of AT&T SportsNet Business Exit 12 NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 14 titled Definitions & Sources for additional details Networks Segment Revenues 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Distribution revenues $ 2,752 $ 2,874 (4) % (3) % AT&T SportsNet distribution revenues 10 73 (86) % (86) % Total distribution revenues excluding AT&T SportsNet(*) $ 2,742 $ 2,801 (2) % — % Three Months Ended December 31, 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Advertising revenues $ 1,948 $ 2,226 (12) % (14) % AT&T SportsNet advertising revenues — 15 NM NM Total advertising revenues excluding AT&T SportsNet(*) $ 1,948 $ 2,211 (12) % (13) % Three Months Ended December 31, Networks Segment Operating Expenses 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Total operating expenses $ 2,829 $ 3,041 (7) % (7) % AT&T SportsNet operating expenses 3 79 (96) % (96) % Total operating expenses excluding AT&T SportsNet(*) $ 2,826 $ 2,962 (5) % (4) % Three Months Ended December 31, 2023 2022 % Change $ in millions Actual Actual Actual Ex-FX(*) Total revenues $ 5,037 $ 5,519 (9) % (8) % AT&T SportsNet revenues 12 89 (87) % (87) % Total revenues excluding AT&T SportsNet(*) $ 5,025 $ 5,430 (7) % (7) % Three Months Ended December 31, Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 
13 Actual Financial Results Three Months Ended December 31, Twelve Months Ended December 31, Unaudited; in millions 2023 2022 2023 2022 Net loss available to Warner Bros. Discovery, Inc. $ (400) $ (2,101) $ (3,126) $ (7,371) Net income attributable to redeemable noncontrolling interests 2 (2) 9 6 Net income attributable to noncontrolling interests 6 24 38 68 Income tax benefit (221) (462) (784) (1,663) Loss before income taxes (613) (2,541) (3,863) (8,960) Other expense (income), net (80) 64 12 (347) Loss from equity investees, net 9 25 82 160 Interest expense, net 502 558 2,221 1,777 Operating income (loss) (182) (1,894) (1,548) (7,370) Depreciation and amortization 2,024 2,169 7,985 7,193 Amortization of fair value step-up for content 387 901 2,373 2,416 Restructuring and other charges 75 1,198 585 3,757 Employee share-based compensation 107 93 488 410 Transaction and integration costs 37 66 162 1,195 Impairments and loss on dispositions 16 70 77 117 Amortization of capitalized interest for content 12 — 46 — Facility consolidation costs (5) — 32 — Adjusted EBITDA(*) $ 2,471 $ 2,603 $ 10,200 $ 7,718 Reconciliation of Net (Loss) Income to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization The above reconciliation 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 April 1 - December 31, 2022 and WarnerMedia results for April 9 - December 31, 2022. (*) A non-GAAP financial measure; see the section starting on page 14 titled Definitions & Sources for additional details Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 
(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 $44.2 billion as total debt of $44.0 billion, plus finance leases of $265 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 $44.2 billion, less cash, cash equivalents, and restricted cash of $4.3 billion) is divided by the sum of the most recent four quarters Adjusted EBITDA of $10,200 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. 14 Definitions and Sources for Warner Bros. Discovery, Inc. Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 
(6) Direct-to-Consumer ("DTC") Subscriber: The Company defines a “Core DTC Subscription” as: (i) a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) 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, Max, or a Premium Sports Product 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, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis; (iv) a retail or wholesale subscription to an independently-branded, regional product sold on a stand-alone basis that includes discovery+, HBO, HBO Max, Max, and/or a Premium Sports Product, for which we have recognized subscription revenue (as per (i) –(iii) above); and (v) 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. The Company defines a “Premium Sports Product” as a strategically prioritized, sports-focused product sold on a stand- alone basis and made available directly to consumers. The current “independently-branded, regional products” referred to in (iv) above consist of TVN/Player and BluTV. 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, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/ Player and BluTV), 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. (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) Revenue and subscribers for DTC products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV), that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) A limited amount of international discovery+ revenue and subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) Cinemax, Max/HBO hotel and bulk institution (i.e., subscribers billed on a bulk basis), and international basic HBO revenue and subscribers; 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. (8) Source: Eurosport press release dated December 4, 2023 (https://www.eurosport.com/football/premier-league/2023-2024/tnt-sports-extends-uk-premier- league-rights-until-2029_sto9909497/story.shtml). (9) Source: Warner Bros. Discovery Sports press release dated November 29, 2023 (https://press.wbd.com/us/media-release/ NASCAR_Returns_to_TNT_Sports?language_content_entity=en).. (10) Source: Nielsen, 4Q23 (9/25/23-12/31/23), Live+3 program-based data (000)s, Primetime, Ad-supported cable, Ranks: excl. breakouts and nets with less than 35% duration per day. (11) Revenue Excluding Exit From AT&T SportsNet Business: The Company defines revenues excluding the exit from the AT&T SportsNet business as total revenues less revenues from the AT&T SportsNet business. The Company may exclude revenues from the AT&T SportsNet business at the consolidated level, segment level, or both. The Company believes this measure is relevant to investors because it allows them to analyze our operating performance on businesses that the Company continues to operate on an ongoing basis. (12) Operating Expenses Excluding Exit From AT&T SportsNet Business: The Company defines operating expenses excluding the exit from the AT&T SportsNet business as total operating expenses less operating expenses from the AT&T SportsNet business. The Company may exclude revenues from the AT&T SportsNet business at the consolidated level, segment level, or both. The Company believes this measure is relevant to investors because it allows them to analyze our operating performance on businesses that the Company continues to operate on an ongoing basis. 15 Definitions and Sources for Warner Bros. Discovery, Inc. Continued Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 
16 Definitions and Sources for Warner Bros. Discovery, Inc. Continued (13) 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 Networks, DTC, Studios, Corporate, and Inter-segment eliminations pro forma combined financial information is based on 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 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). (14) 2024 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. Q4 and Full-Year 2023 Earnings Press Release | February 23, 2024

 

 
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. Trending Schedule Updates During the three months ended December 31, 2023, WBD updated the previously issued Trending Schedules to reflect the Company's updated subscriber and ARPU definitions. Prior period subscribers and ARPU have been recast to reflect the updated definitions. 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 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 3/31/23 6/30/23 9/30/23 12/31/23 12/31/23 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 $ 4,913 $ 20,237 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 2,087 8,700 Content 112 100 352 173 737 323 2,064 2,531 3,442 8,360 2,954 2,446 2,840 2,963 11,203 Other 13 16 17 12 58 8 204 260 319 791 285 258 317 321 1,181 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 10,284 41,321 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 5,896 24,526 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 2,455 9,696 Depreciation and amortization 361 341 341 539 1,582 525 2,266 2,233 2,169 7,193 2,058 1,914 1,989 2,024 7,985 Restructuring and other charges 15 7 7 3 32 5 1,033 1,521 1,198 3,757 95 146 269 75 585 Impairments and (gain) loss on dispositions — (72) — 1 (71) — 4 43 70 117 31 6 24 16 77 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 10,466 42,869 Operating income (loss) 396 779 329 508 2,012 353 (3,639) (2,190) (1,894) (7,370) (557) (906) 97 (182) (1,548) Interest expense, net (163) (157) (159) (154) (633) (153) (511) (555) (558) (1,777) (571) (574) (574) (502) (2,221) Other income (expense), net 64 98 63 (171) 54 476 (94) (106) (89) 187 (110) — (55) 71 (94) 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) (613) (3,863) Income tax (expense) benefit (106) (2) (36) (92) (236) (201) 836 566 462 1,663 178 260 125 221 784 Net income (loss) 191 718 197 91 1,197 475 (3,408) (2,285) (2,079) (7,297) (1,060) (1,220) (407) (392) (3,079) Net income attributable to noncontrolling interests (51) (46) (41) (53) (191) (19) (10) (23) (22) (74) (9) (20) (10) (8) (47) 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) $ (400) $ (3,126) 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 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 3/31/23 6/30/23 9/30/23 12/31/23 12/31/23 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) $ (400) $ (3,126) Net income attributable to noncontrolling interests 51 46 41 53 191 19 10 23 22 74 9 20 10 8 47 Net income 191 718 197 91 1,197 475 (3,408) (2,285) (2,079) (7,297) (1,060) (1,220) (407) (392) (3,079) Income tax expense (benefit) 106 2 36 92 236 201 (836) (566) (462) (1,663) (178) (260) (125) (221) (784) Other (income) expense, net (64) (98) (63) 171 (54) (476) 94 106 89 (187) 110 — 55 (71) 94 Interest expense, net 163 157 159 154 633 153 511 555 558 1,777 571 574 574 502 2,221 Operating income (loss) 396 779 329 508 2,012 353 (3,639) (2,190) (1,894) (7,370) (557) (906) 97 (182) (1,548) Depreciation and amortization 361 341 341 539 1,582 525 2,266 2,233 2,169 7,193 2,058 1,914 1,989 2,024 7,985 Amortization of fair value step-up for content — — — — — — 870 645 901 2,416 831 762 393 387 2,373 Restructuring and other charges 15 7 7 3 32 5 1,033 1,521 1,198 3,757 95 146 269 75 585 Employee share-based compensation 61 27 36 43 167 57 147 113 93 410 106 135 140 107 488 Transaction and integration costs 4 35 13 43 95 87 983 59 66 1,195 47 47 31 37 162 Impairments and (gain) loss on dispositions — (72) — 1 (71) — 4 43 70 117 31 6 24 16 77 Amortization of capitalized interest for content — — — — — — — — — — — 22 12 12 46 Facility consolidation costs — — — — — — — — — — — 23 14 (5) 32 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 $ 2,471 $ 10,200 (*) 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 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 3/31/23 6/30/23 9/30/23 12/31/23 12/31/23 Revenues: Distribution $ 3 $ 5 $ 2 $ 4 $ 14 $ 5 $ 5 $ 4 $ 4 $ 18 $ 3 $ 3 $ 13 $ (2) $ 17 Advertising 21 27 35 40 123 9 10 8 (3) 24 3 4 4 4 15 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 2,933 11,358 Other 81 104 143 188 516 138 162 192 210 702 179 176 209 238 802 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 3,173 12,192 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 1,898 7,296 Selling, general and administrative 652 650 747 723 2,772 629 621 570 527 2,347 646 630 705 732 2,713 Adjusted EBITDA(1) $ 430 $ 439 $ 556 $ 1,220 $ 2,645 $ 810 $ 409 $ 762 $ 768 $ 2,749 $ 607 $ 306 $ 727 $ 543 $ 2,183 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 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 3/31/23 6/30/23 9/30/23 12/31/23 12/31/23 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 $ 2,752 $ 11,521 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 1,948 8,342 Content 307 219 456 292 1,274 515 241 277 307 1,340 245 284 215 261 1,005 Other 46 62 81 45 234 53 66 69 112 300 104 85 111 76 376 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 5,037 21,244 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 2,099 9,342 Selling, general and administrative 794 755 778 892 3,219 796 744 678 763 2,981 694 743 672 730 2,839 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 $ 2,208 $ 9,063 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 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 3/31/23 6/30/23 9/30/23 12/31/23 12/31/23 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 $ 2,167 $ 8,703 Advertising 19 37 54 70 180 81 97 106 123 407 103 121 138 186 548 Content 112 136 194 191 633 221 143 145 243 752 185 410 120 171 886 Other 6 3 3 2 14 2 6 4 1 13 2 9 1 5 17 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 2,529 10,154 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 1,983 7,623 Selling, general and administrative 1,077 1,008 1,038 1,150 4,273 1,175 903 833 657 3,568 590 784 453 601 2,428 Adjusted EBITDA(1) $ (517) $ (311) $ (309) $ (728) $ (1,865) $ (654) $ (558) $ (634) $ (217) $ (2,063) $ 50 $ (3) $ 111 $ (55) $ 103 Subscriber Metrics 3 Months Ending 12 Months Ending 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 3/31/23 6/30/23 9/30/23 12/31/23 12/31/23 Global Max, HBO Max, HBO, and Discovery+ Subscribers(3) 77.0 81.0 87.1 87.1 91.6 93.2 96.0 96.9 96.9 98.5 96.6 95.9 97.7 97.7 Global ARPU $ 7.62 $ 7.41 $ 7.42 $ 7.54 $ 7.77 $ 7.88 $ 7.94 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 52.0 52.0 Domestic ARPU $ 10.54 $ 10.66 $ 10.83 $ 10.82 $ 11.09 $ 11.29 $ 11.65 International Subscribers 27.2 32.1 35.9 35.9 38.2 40.1 42.4 42.3 42.3 43.2 42.6 43.3 45.6 45.6 International ARPU $ 3.70 $ 3.54 $ 3.45 $ 3.68 $ 3.85 $ 3.98 $ 3.88 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. The Company updated the subscriber and ARPU definition in the fourth quarter of 2023. The subscriber and ARPU figures reflected above have been recast to reflect the Company's updated definitions. Please refer to the section titled Notes & Definitions for additional details. In the fourth quarter of 2023, the Company acquired its remaining stake in BluTV. Results for the periods ending 12/31/23 include 1.3 million BluTV subscribers and an immaterial impact to ARPU.

 
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 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 3/31/23 6/30/23 9/30/23 12/31/23 12/31/23 Adjusted EBITDA(1) $ (278) $ (341) $ (326) $ (406) $ (1,351) $ (357) $ (405) $ (340) $ (451) $ (1,553) $ (355) $ (245) $ (328) $ (314) $ (1,242) Pro Forma Combined Actual 3 Months Ending 12 Months Ending 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 3/31/23 6/30/23 9/30/23 12/31/23 12/31/23 Inter-segment revenue eliminations $ (675) $ (648) $ (751) $ (1,145) $ (3,219) $ (926) $ (1,088) $ (785) $ (832) $ (3,631) $ (548) $ (712) $ (551) $ (458) $ (2,269) Inter-segment expense eliminations (682) (679) (786) (1,082) (3,229) (922) (1,051) (791) (857) (3,621) (564) (637) (614) (547) (2,362) Adjusted EBITDA(1) $ 7 $ 31 $ 35 $ (63) $ 10 $ (4) $ (37) $ 6 $ 25 $ (10) $ 16 $ (75) $ 63 $ 89 $ 93 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 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 3/31/23 6/30/23 9/30/23 12/31/23 12/31/23 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 $ 3,578 $ 7,477 Less: Purchases of property and equipment (90) (77) (106) (100) (373) (85) (222) (316) (364) (987) (299) (292) (457) (268) (1,316) Reported Free Cash Flow(4)(*) $ 179 $ 757 $ 705 $ 784 $ 2,425 $ 238 $ 789 $ (192) $ 2,482 $ 3,317 $ (930) $ 1,722 $ 2,059 $ 3,310 $ 6,161 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 $ 1,780 $ 1,780 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 42,175 42,175 Plus: Finance leases 222 217 266 255 255 249 284 268 268 268 251 246 258 265 265 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 $ 44,220 $ 44,220 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 2,430 4,319 4,319 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 $ 42,915 $ 39,901 $ 39,901 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 10,200 10,200 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 4.3x 4.3x 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 3.9x 3.9x (*) 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 through 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 the period ending 12/31/23 and subsequent periods, LTM EBITDA is based on actual Adjusted EBITDA. 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) Revenue and subscribers for DTC products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV), that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) A limited amount of international discovery+ revenue and subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) Cinemax, Max/HBO hotel and bulk institution (i.e., subscribers billed on a bulk basis), and international basic HBO revenue and subscribers; 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. 3). Direct-to-Consumer ("DTC") subscriber - The Company defines a “Core DTC Subscription” as: (i) a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) 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, Max, or a Premium Sports Product 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, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis; (iv) a retail or wholesale subscription to an independently-branded, regional product sold on a stand-alone basis that includes discovery+, HBO, HBO Max, Max, and/or a Premium Sports Product, for which we have recognized subscription revenue (as per (i) –(iii) above); and (v) 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. The Company defines a “Premium Sports Product” as a strategically prioritized, sports-focused product sold on a stand- alone basis and made available directly to consumers. The current “independently-branded, regional products” referred to in (iv) above consist of TVN/Player and BluTV. 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, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV), 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. For the period ended December 31, 2023 (12/31/23) and subsequent periods, LTM EBITDA is calculated using a four period sum of actual 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.

 
v3.24.0.1
Cover Page
Feb. 23, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 23, 2024
Entity Registrant Name Warner Bros. Discovery, Inc.
Entity File Number 001-34177
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 35-2333914
Entity Address, Address Line One 230 Park Avenue South
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10003
City Area Code 212
Local Phone Number 548-5555
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001437107
Amendment Flag false
Title of 12(b) Security Series A Common Stock
Trading Symbol WBD
Security Exchange Name NASDAQ
Warner Brothers Discovery (NASDAQ:WBD)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Warner Brothers Discovery Charts.
Warner Brothers Discovery (NASDAQ:WBD)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Warner Brothers Discovery Charts.