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0001437107false00014371072023-05-052023-05-05

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):  May 5, 2023
WBD_HorizontalLogo_Blue (1).jpg

Warner Bros. Discovery, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number:  001-34177
Delaware
35-2333914
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)

230 Park Avenue South
New York, New York 10003
(Address of principal executive offices, including zip code)

212-548-5555
(Registrant's telephone number, including area code)

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

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

[☐]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[☐]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[☐]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[☐]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
Name of each exchange
on which registered
Series A Common Stock WBD Nasdaq Global Select Market

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

Emerging growth company ☐

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







Item 2.02 Results of Operations and Financial Condition

Earnings Press Release

On May 5, 2023 Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the "Company") released its earnings for the quarter ended March 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

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

During the three months ended March 31, 2023, WBD updated the previously issued Trending Schedules to reflect the following change related to Average Revenue Per Subscriber (“ARPU”): Global and International ARPUs reflect a change in methodology. Prior to the period ended March 31, 2023, ARPU was calculated on a constant currency basis using the 2022 Baseline Rate, as defined in note 10 of the Trending Schedules. Beginning with the period ended March 31, 2023, ARPU is calculated on an as-reported basis. Prior periods have been recast to reflect the change in methodology.

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
101 Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



SIGNATURES

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

Warner Bros. Discovery, Inc.
Date: May 5, 2023
By:
/s/    Gunnar Wiedenfels
Gunnar Wiedenfels
Chief Financial Officer


EX-99.1 2 wbd1q23earningsreleasefi.htm EX-99.1 wbd1q23earningsreleasefi
Q1 2023 Earnings Press Release | May 5, 2023 Q1 Financial Summary & Operational Highlights Warner Bros. Discovery, Inc. Reports First Quarter 2023 Earnings Results 1 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Combined (ex-FX)(*) Total revenues $ 10,700 $ 3,159 $ 8,282 $ 11,441 NM (6) % (5) % Net (loss) income available to Warner Bros. Discovery, Inc. (1,069) 456 (755) (299) NM NM NM Adjusted EBITDA(*) 2,611 1,027 1,354 2,381 NM 10 % 12 % Cash provided by operating activities (631) 323 NM Reported free cash flow(*) (930) 238 NM Three Months Ended March 31, Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the transaction whereby the Company acquired the WarnerMedia business (the "Merger") had been completed on January 1, 2021. Pro forma adjustments for Q1 2022 represent the WarnerMedia business's results for Q1 2022. Refer to page 13 for more information. 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 13 titled Definitions & Sources for additional details. • Q1 total revenues were $10,700 million. Revenues decreased 5% ex-FX(1)(*), or decreased 3% ex-FX excluding the impact of the 2022 Winter Olympic Games(2)(*), compared to the prior year quarter, on a combined basis(3). • Net loss available to Warner Bros. Discovery, Inc. was $(1,069) million, and included $1,810 million of pre-tax amortization from acquisition-related intangible assets and $95 million of pre-tax restructuring expenses. • Q1 total Adjusted EBITDA(4)(*) was $2,611 million. Adjusted EBITDA increased 12% ex-FX compared to the prior year quarter, on a combined basis. • Q1 cash provided by operating activities and reported free cash flow are not directly comparable to the prior year quarter due to the acquisition of the WarnerMedia business. • Cash provided by operating activities was $(631) million, which includes $836 million of semi-annual interest payments largely attributable to merger-related debt. • Reported free cash flow(5)(*) was $(930) million. • Ended Q1 with $2.6 billion of cash on hand, $49.5 billion of gross debt(6)(*), and 5.0x net leverage(7)(*). • Global DTC subscribers(8) increased 1.6 million to 97.6 million at the end of Q1 vs. 96.1 million subscribers at the end of Q4. • In Q1, WBD was the #1 most-watched Total TV linear portfolio among P25-54 viewers, driven by the broadcast of the NCAA March Madness tournament(9), and had 6 of the top 10 cable networks in Prime(10). • Celebrated CNN's first ever Oscar® with Navalny winning best documentary feature film(11). • The Q1 launch of Hogwarts Legacy was the largest release of all time for Warner Bros. Games and is the best selling game year-to-date with over $1 billion in retail sales. It is an important time for Warner Bros. Discovery. We’ve come through some major restructurings and have repositioned our businesses with greater precision and focus. And we see a number of positive proof points emerging, with DTC perhaps the most prominent. We made a meaningful turn this quarter with $50 million in segment EBITDA and 1.6 million net adds, and we feel great about the trajectory we are on. In fact, we now expect our U.S. DTC business to be profitable for 2023 – a year ahead of our guidance. Even in today’s challenging marketplace, we are positioned to drive free cash flow and deleverage our balance sheet, and we remain confident in our strategy and ability to achieve our financial targets. – David Zaslav, President & CEO


 
• Studios revenues were $3,212 million. Revenues decreased 7% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Content revenue decreased 8% ex-FX, as higher games revenue from the release of Hogwarts Legacy was more than offset by lower TV licensing, theatrical film rental, and to a lesser extent, home entertainment revenues. • TV licensing declined primarily due to certain large TV licensing deals in the prior year quarter as well as fewer theatrical availabilities. • Theatrical film rental was lower due to the strong performance of The Batman in the prior year quarter. • Home entertainment declined due to fewer new releases of theatrical product and lower library sales. • Other revenue increased 30% ex-FX, due to higher studio production services and continued strong attendance at Warner Bros. Studio Tours in London and Hollywood. • Studios operating expenses were $2,605 million. Operating expenses decreased 2% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Costs of revenues decreased 4% ex-FX, primarily driven by lower content expense for TV licensing and theatrical products, partially offset by higher expense for games. • SG&A expenses increased 6% ex-FX, primarily driven by marketing costs to support the release of Hogwarts Legacy, partially offset by lower theatrical marketing expense. • Studios Adjusted EBITDA was $607 million. Adjusted EBITDA decreased 23% ex-FX compared to the prior year quarter, on a pro forma combined basis. 2 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Distribution $ 3 $ — $ 5 $ 5 NM (40) % (40) % Advertising 3 — 9 9 NM (67) % (67) % Content 3,027 5 3,347 3,352 NM (10) % (8) % Other 179 — 138 138 NM 30 % 30 % Total revenues 3,212 5 3,499 3,504 NM (8) % (7) % Costs of revenues (excluding depreciation & amortization) 1,959 1 2,064 2,065 NM (5) % (4) % Selling, general and administrative 646 1 628 629 NM 3 % 6 % Adjusted EBITDA $ 607 $ 3 $ 807 $ 810 NM (25) % (23) % Studios Segment Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q1 2022 represent the WarnerMedia business's results for full Q1 2022. Refer to page 13 for more information. NM - Not meaningful Q1 2023 Highlights Hogwarts Legacy Warner Bros. Games Three Months Ended March 31, YOU Warner Bros. Q1 2023 Earnings Press Release | May 5, 2023 Young Sheldon Warner Bros.


 
Networks Segment 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Distribution $ 2,995 $ 1,120 $ 2,012 $ 3,132 NM (4) % (3) % Advertising 2,237 1,430 1,202 2,632 56 % (15) % (14) % Content 245 316 199 515 (22) % (52) % (51) % Other 104 7 46 53 NM 96 % 96 % Total revenues 5,581 2,873 3,459 6,332 94 % (12) % (10) % Costs of revenues (excluding depreciation & amortization) 2,594 1,055 1,895 2,950 NM (12) % (10) % Selling, general and administrative 694 463 333 796 50 % (13) % (11) % Adjusted EBITDA $ 2,293 $ 1,355 $ 1,231 $ 2,586 69 % (11) % (10) % 3 Three Months Ended March 31, • Networks revenues were $5,581 million. Revenues decreased 10% ex-FX, or decreased 7% ex-FX excluding the impact of the 2022 Winter Olympic Games(*), compared to the prior year quarter, on a pro forma combined basis. • Distribution revenue decreased 3% ex-FX, primarily driven by increases in U.S. contractual affiliate rates, which were more than offset by declines in U.S. pay-TV subscribers. • Advertising revenue decreased 14% ex-FX, primarily driven by audience declines in domestic general entertainment and news networks and soft advertising markets mainly in the U.S. and, to a lesser extent, certain international markets. The broadcast of the 2022 Winter Olympic Games in Europe negatively impacted the year-over-year growth rate in the quarter by approximately 100 bps. The decline was partially offset by higher domestic sports advertising driven by the NCAA March Madness tournament. • Content revenue decreased 51% ex-FX, primarily driven by the sublicensing of Olympic sports rights to European broadcast networks in 2022. • Other revenue increased 96% ex-FX, primarily due to services provided to the unconsolidated BT Sport joint venture. • Networks operating expenses were $3,288 million. Operating expenses decreased 10% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Costs of revenues decreased 10% ex-FX, primarily driven by costs related to the 2022 Olympics in the prior year quarter and lower domestic general entertainment content expense, partially offset by higher domestic sports rights and costs associated with the unconsolidated BT Sport joint venture. • SG&A expenses decreased 11% ex-FX, primarily due to lower marketing expenses. • Networks Adjusted EBITDA was $2,293 million. Adjusted EBITDA decreased 10% ex-FX compared to the prior year quarter, on a pro forma combined basis. Navalny CNN Films NCAA March Madness TBS | TNT | truTV Ghost Adventures Travel Channel 2023 NBA All-Star Game TNT Q1 2023 Highlights Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q1 2022 represent the WarnerMedia business's results for full Q1 2022. Refer to page 13 for more information. NM - Not meaningful Q1 2023 Earnings Press Release | May 5, 2023


 
• The Last of Us is now averaging nearly 32 million cross-platform viewers per episode in the U.S., and is the most-watched show in the history of HBO Max in both Europe and Latin America(12). • Total DTC subscribers(8) were 97.6 million, an increase of 1.6 million global subscribers since the end of Q4. Global DTC ARPU(13) was $7.48. • DTC revenues were $2,455 million. Revenues decreased 1% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Distribution revenue decreased 1% ex-FX, as global retail subscriber gains were more than offset by a decline in wholesale revenues. • Advertising revenue increased 29% ex-FX, primarily driven by subscriber growth on our DTC ad-supported tiers. • Content revenue decreased 16% ex-FX, primarily driven by lower third-party licensing of HBO content. • DTC operating expenses were $2,405 million. Operating expenses decreased 24% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Costs of revenues decreased 8% ex-FX, primarily driven by lower content amortization and the shutdown of CNN+. • SG&A decreased 50% ex-FX, primarily driven by more efficient marketing spend. • DTC Adjusted EBITDA was $50 million, a $704 million year-over-year improvement on a pro forma combined basis. 4 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Distribution $ 2,165 $ 232 $ 1,979 $ 2,211 NM (2) % (1) % Advertising 103 46 35 81 NM 27 % 29 % Content 185 2 219 221 NM (16) % (16) % Other 2 1 1 2 NM — % NM Total revenues 2,455 281 2,234 2,515 NM (2) % (1) % Costs of revenues (excluding depreciation & amortization) 1,815 180 1,814 1,994 NM (9) % (8) % Selling, general and administrative 590 328 847 1,175 80 % (50) % (50) % Adjusted EBITDA $ 50 $ (227) $ (427) $ (654) NM NM NM Three Months Ended March 31, In millions, except ARPU Q1 2023 Q4 2022 Q1 2022 Total subscribers(8) 55.3 54.6 53.4 ARPU(13) $ 10.82 $ 10.83 Total subscribers(8) 42.3 41.5 37.2 ARPU(13) $ 3.48 $ 3.28 Total DTC subscribers(8) 97.6 96.1 90.6 Global ARPU(13) $ 7.48 $ 7.39 DTC Subscribers Direct-to-Consumer Segment In te rn at io na l D om es tic Note: Global and International ARPUs reflect a change in methodology. Prior to Q1 2023, ARPU was calculated on a constant currency basis using the 2022 Baseline Rate, as defined in the ex-FX definition(1). Beginning in Q1 2023, ARPU is calculated on an as-reported basis. Prior periods have been recast to reflect the change in methodology. Subscriber counts in the above table are rounded and minor differences in totals may exist. Refer to page 14 for more information. Q1 2023 Highlights Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q1 2022 represent the WarnerMedia business's results for full Q1 2022. Refer to page 13 for more information. NM - Not meaningful The Last of Us HBO Q1 2023 Earnings Press Release | May 5, 2023 Succession HBO


 
2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Adjusted EBITDA $ (355) $ (104) $ (253) $ (357) NM 1 % 1 % Three Months Ended March 31, Corporate 5 Inter-segment Eliminations 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Inter-segment revenue eliminations $ (548) $ — $ (926) $ (926) NM 41 % 41 % Inter-segment expense eliminations (564) — (922) (922) NM 39 % 39 % Adjusted EBITDA $ 16 $ — $ (4) $ (4) NM NM NM Three Months Ended March 31, Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q1 2022 represent the WarnerMedia business's results for full Q1 2022. Refer to page 13 for more information. NM - Not meaningful 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 Q1 2022 represent the WarnerMedia business's results for full Q1 2022. Refer to page 13 for more information. NM - Not meaningful • Increases in fees related to the Company's securitization facility, which are captured in SG&A, as a result of higher interest rates, were largely offset by lower personnel and technology-related overhead costs. Q1 2023 Earnings Press Release | May 5, 2023


 
Leverage & Liquidity • Ended Q1 with $2.6 billion of cash on hand, $49.5 billion of gross debt(*), and 5.0x net leverage(*). • In Q1 2023, the Company issued $1.5 billion of senior notes and used the proceeds to pay $1.5 billion of aggregate principal outstanding of the term loan prior to the due date of April 2025. The Company also repaid $106 million of aggregate principal amount outstanding of its senior notes due February 2023. • As of March 31, 2023, the average duration of the Company's outstanding debt was 14.2 years, with an average cost of debt of 4.6%. 6 Reported Free Cash Flow • Q1 2023 cash provided by operating activities and reported free cash flow are not directly comparable to Q1 2022 cash provided by operating activities and free cash flow. Q1 2022 cash provided by operating activities and free cash flow represent standalone Discovery, Inc., and excludes negative standalone WarnerMedia cash provided by operating activities and free cash flow. • Q1 2023 cash provided by operating activities includes $920 million of cash interest payments, of which $836 million are semi-annual interest payments and largely attributable to merger-related debt. • Q1 2023 cash provided by operating activities of $(631) million was primarily impacted by working capital timing, the above mentioned interest payments on debt, and cash paid for restructuring costs, offset by operating profits net of taxes. • Reported free cash flow was $(930) million due to cash provided by operating activities of $(631) million and capital expenditures of $(299) million. • As of March 31, 2023, the Company had $5,300 million drawn on its revolving receivables program, a $66 million decrease from Q4's balance of $5,366 million. Q1 2023 Free Cash Flow Highlights Q1 2023 Leverage Highlights Reported Financial Results $ in millions 2023 2022 % Change Cash (used in) provided by operating activities $ (631) $ 323 NM Purchases of property and equipment (299) (85) NM Reported free cash flow(*) $ (930) $ 238 NM The above free cash flow reconciliation shows "as reported" financials, which represent the combined Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. Financials for the three months ended March 31, 2022 include Discovery, Inc. standalone results only, and do not include the WarnerMedia business. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Q1 2023 Earnings Press Release | May 5, 2023 Three Months Ended March 31,


 
Cautionary Statement Concerning Forward-Looking Statements Information set forth in this communication contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. The Company’s actual results could differ materially from those stated or implied due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Company's filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. Forward-looking statements include, without limitation, statements regarding future financial and operating results, the Company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Warner Bros. Discovery expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 7 2023 Outlook(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. Q1 2023 Earnings Conference Call Information Warner Bros. Discovery will host a conference call today, May 5, 2023 at 8:00 a.m. ET, to discuss its first 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, discovery+, CNN, DC, Eurosport, HBO, HBO Max, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Pictures, Warner Bros. Television, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Contacts Media Investor Relations Nathaniel Brown Andrew Slabin Peter Lee (212) 548-5959 (212) 548-5544 (212) 548-5907 nathaniel.brown@wbd.com andrew.slabin@wbd.com peter.lee@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. Q1 2023 Earnings Press Release | May 5, 2023


 
Actual Financial Results Three Months Ended March 31, Unaudited; in millions, except per share amounts 2023 2022 Distribution $ 5,163 $ 1,352 Advertising 2,298 1,476 Content 2,954 323 Other 285 8 Total revenues 10,700 3,159 Costs of revenues, excluding depreciation and amortization 6,685 1,236 Selling, general and administrative 2,388 1,040 Depreciation and amortization 2,058 525 Restructuring 95 5 Impairments and loss on dispositions 31 — Total costs and expenses 11,257 2,806 Operating (loss) income (557) 353 Interest expense, net (571) (153) Loss from equity investees, net (37) (14) Other (expense) income, net (73) 490 (Loss) income before income taxes (1,238) 676 Income tax benefit (expense) 178 (201) Net (loss) income (1,060) 475 Net income attributable to noncontrolling interests (8) (16) Net income attributable to redeemable noncontrolling interests (1) (3) Net (loss) income available to Warner Bros. Discovery, Inc. $ (1,069) $ 456 Net (loss) income per share allocated to Warner Bros. Discovery, Inc. Series A common stockholders: Basic $ (0.44) $ 0.69 Diluted $ (0.44) $ 0.69 Weighted average shares outstanding: Basic 2,432 591 Diluted 2,432 665 8 Warner Bros. Discovery, Inc. Consolidated Statements of Operations The above income statement 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 three months ended March 31, 2022 include Discovery, Inc. standalone results only, and do not include the WarnerMedia business. Q1 2023 Earnings Press Release | May 5, 2023


 
9 Actual Financial Results Unaudited; in millions, except par value March 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 2,594 $ 3,731 Receivables, net 6,833 6,380 Prepaid expenses and other current assets 4,300 3,888 Total current assets 13,727 13,999 Film and television content rights and games 25,473 26,652 Property and equipment, net 5,325 5,301 Goodwill 34,658 34,438 Intangible assets, net 43,239 44,982 Other noncurrent assets 8,162 8,629 Total assets $ 130,584 $ 134,001 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 1,123 $ 1,454 Accrued liabilities 10,158 11,504 Deferred revenues 1,603 1,694 Current portion of debt 3,496 365 Total current liabilities 16,380 15,017 Noncurrent portion of debt 45,434 48,634 Deferred income taxes 10,211 11,014 Other noncurrent liabilities 10,717 10,669 Total liabilities 82,742 85,334 Commitments and contingencies Redeemable noncontrolling interests 309 318 Warner Bros. Discovery, Inc. stockholders’ equity: Series A common stock: $0.01 par value; 10,800 and 10,800 shares authorized; 2,666 and 2,660 shares issued; and 2,436 and 2,430 shares outstanding 27 27 Preferred stock: $0 par value; 1,200 and 1,200 shares authorized, 0 shares issued and outstanding — — Additional paid-in capital 54,685 54,630 Treasury stock, at cost: 230 and 230 shares (8,244) (8,244) Retained earnings 1,133 2,205 Accumulated other comprehensive loss (1,105) (1,523) Total Warner Bros. Discovery, Inc. stockholders’ equity 46,496 47,095 Noncontrolling interests 1,037 1,254 Total equity 47,533 48,349 Total liabilities and equity $ 130,584 $ 134,001 9 Warner Bros. Discovery, Inc. Consolidated Balance Sheets 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 three months ended March 31, 2022 include Discovery, Inc. standalone results only, and do not include the WarnerMedia business. Q1 2023 Earnings Press Release | May 5, 2023


 
10 Actual Financial Results Three Months Ended March 31, Unaudited; in millions 2023 2022 Operating Activities Net (loss) income $ (1,060) $ 475 Adjustments to reconcile net income to cash (used in) provided by operating activities: Content rights amortization and impairment 4,723 973 Depreciation and amortization 2,058 525 Deferred income taxes (669) (118) Share-based compensation expense 111 60 Equity in losses of equity method investee companies and cash distributions 62 21 Gain from derivative instruments, net (23) (514) Other, net 97 33 Changes in operating assets and liabilities, net of acquisitions and dispositions: Receivables, net (486) (5) Film and television content rights, games and payables, net (4,051) (993) Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities (1,652) (124) Foreign currency, prepaid expenses and other assets, net 259 (10) Cash (used in) provided by operating activities (631) 323 Investing Activities Purchases of property and equipment (299) (85) Investments in and advances to equity investments (13) (42) Proceeds from derivative instruments, net 20 639 Other investing activities, net 35 17 Cash (used in) provided by investing activities (257) 529 Financing Activities Principal repayments of debt, including premiums to par value (1,606) (327) Borrowings from debt, net of discount and issuance costs 1,500 — Distributions to noncontrolling interests and redeemable noncontrolling interests (237) (224) Borrowings under commercial paper program 932 — Repayments under commercial paper program (933) — Other financing activities, net (88) (36) Cash used in financing activities (432) (587) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 29 (5) Net change in cash, cash equivalents, and restricted cash (1,291) 260 Cash, cash equivalents, and restricted cash, beginning of period 3,930 3,905 Cash, cash equivalents, and restricted cash, end of period $ 2,639 $ 4,165 10 Warner Bros. Discovery, Inc. Consolidated Statements of Cash Flows The above statement of cash flows shows "actual" financials, which represent the combined Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. Financials for the three months ended March 31, 2022 include Discovery, Inc. standalone results only, and do not include the WarnerMedia business. Q1 2023 Earnings Press Release | May 5, 2023


 
11 Reconciliation of Revenues Excluding 2022 Winter Olympic Games 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. Refer to page 13 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Q1 2023 Earnings Press Release | May 5, 2023 2023 2022 % Change $ in millions Actual Pro Forma Combined Pro Forma Combined (Actual) Combined (ex-FX)(*) Total revenues $ 10,700 $ 11,441 (6) % (5) % 2022 Winter Olympic Games — 238 NM NM Total revenues excluding 2022 Winter Olympic Games(*) $ 10,700 $ 11,203 (4) % (3) % Three Months Ended March 31, Combined Company Revenues Networks Segment Revenues 2023 2022 % Change $ in millions Actual Pro Forma Combined Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Total revenues $ 5,581 $ 6,332 (12) % (10) % 2022 Winter Olympic Games — 238 NM NM Total revenues excluding 2022 Winter Olympic Games(*) $ 5,581 $ 6,094 (8) % (7) % Three Months Ended March 31, 2023 2022 % Change $ in millions Actual Pro Forma Combined Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Advertising revenues $ 2,237 $ 2,632 (15) % (14) % 2022 Winter Olympic Games — 28 NM NM Total advertising revenues excluding 2022 Winter Olympic Games(*) $ 2,237 $ 2,604 (14) % (13) % Three Months Ended March 31,


 
12 Actual Financial Results Three Months Ended March 31, Unaudited; in millions 2023 2022 Net (loss) income available to Warner Bros. Discovery, Inc. $ (1,069) $ 456 Net income attributable to redeemable noncontrolling interests 1 3 Net income attributable to noncontrolling interests 8 16 Income tax (benefit) expense (178) 201 (Loss) income before income taxes (1,238) 676 Other expense (income), net 73 (490) Loss from equity investees, net 37 14 Interest expense, net 571 153 Operating (loss) income (557) 353 Restructuring 95 5 Impairments and loss on dispositions 31 — Depreciation and amortization 2,058 525 Employee share-based compensation 106 57 Transaction and integration costs 47 87 Amortization of fair value step-up for content 831 — Adjusted EBITDA(*) $ 2,611 $ 1,027 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 three months ended March 31, 2022 include Discovery, Inc. standalone results only, and do not include the WarnerMedia business. (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Q1 2023 Earnings Press Release | May 5, 2023


 
13 Definitions and Sources for Warner Bros. Discovery, Inc. (1) Foreign Exchange Impacting Comparability: In addition to the Merger (as defined below), the impact of exchange rates on our business is an important factor in understanding period-to-period comparisons of our results. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. We believe the presentation of results on a constant currency basis ("ex-FX"), in addition to results reported in accordance with U.S. GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with U.S. GAAP. The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the “Baseline Rate”), and the prior year amounts translated at the 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) Revenues Excluding 2022 Winter Olympic Games: The Company defines revenues excluding the 2022 Winter Olympic Games as total revenues less revenues from the 2022 Winter Olympic Games. The Company may exclude revenues from the 2022 Winter Olympic Games 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 in years in which we have Olympic coverage to years in which we do not have Olympic coverage. (3) Pro Forma Combined Financial Information: The unaudited pro forma combined financial information in this press release presents the combined results of the Company and the WarnerMedia business as if the transaction whereby the Company acquired the WarnerMedia business (the "Merger") had been completed on January 1, 2021. Management believes reviewing our actual operating results in addition to pro forma combined results is useful in identifying trends in, or reaching conclusions regarding, the overall operating performance of our businesses. Our combined Networks, DTC, Studios, Corporate, and inter-segment eliminations pro forma combined financial information is based on the historical operating results of the respective segments and includes adjustments in accordance with Article 11 of Regulation S-X to illustrate the effects of the Merger as if it had occurred on January 1, 2021. The unaudited pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Merger had occurred on January 1, 2021, nor is it indicative of future results. The unaudited pro forma combined financial information includes, where applicable, adjustments for (i) additional costs of revenues from the fair value step-up of film and television library, (ii) additional amortization expense related to acquired intangible assets, (iii) additional depreciation expense from the fair value of property and equipment, (iv) transaction costs and other one-time non-recurring costs, (v) additional interest expense for borrowings related to the Merger and amortization associated with fair value adjustments of debt assumed, (vi) changes to align accounting policies, (vii) elimination of intercompany activity, and (viii) associated tax-related impacts of adjustments. These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the Merger with the WarnerMedia business on the Company's historical financial information on a supplemental pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business. We may refer to total company results (ex. Revenues, Adj. EBITDA) as "combined basis." For historical pro forma financial information including segment level detail and reconciliations of non-GAAP metrics to their GAAP equivalent, please refer to the Trending Schedules and Non-GAAP Reconciliations posted in the "Quarterly Results" section of the Company's investor relations website (https:// ir.wbd.com). (4) Adjusted EBITDA: The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third-party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. The Company uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. The Company believes Adjusted EBITDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. The Company excludes employee share-based compensation, restructuring, certain impairment charges, gains and losses on business and asset dispositions, and transaction and integration costs from the calculation of Adjusted EBITDA due to their impact on comparability between periods. The Company also excludes the depreciation of fixed assets and amortization of intangible assets, amortization of purchase accounting fair value step-up for content, and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. Certain corporate expenses and inter-segment eliminations related to production studios are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income, and other measures of financial performance reported in accordance with U.S. GAAP. Q1 2023 Earnings Press Release | May 5, 2023


 
(5) 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. (6) Gross debt: The Company defines gross debt of $49.5 billion as total debt of $49.2 billion, plus finance leases of $251 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. (7) Net leverage: The Company defines net leverage as the calculation where net debt (gross debt of $49.5 billion, less cash, cash equivalents, and restricted cash of $2.6 billion) is divided by the sum of the most recent four quarters Adjusted EBITDA of $9,404 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. (8) Direct-to-Consumer ("DTC") Subscriber: The Company defines a “DTC Subscription” as: (i) a retail subscription to discovery+, HBO or HBO Max for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform;(ii) a wholesale subscription to discovery+, HBO, or HBO Max for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; (iii) a wholesale subscription to discovery+, HBO or HBO Max for which we have recognized subscription revenue on a per subscriber basis; and (iv) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. We may refer to the aggregate number of DTC Subscriptions as “subscribers." We define a Domestic subscriber as a subscription based either in the United States of America or Canada. We define an International subscriber as a subscription based outside of the United States of America or Canada. The reported number of “subscribers” included herein and the definition of “DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO and HBO Max, that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials except for those users on free trial that convert to a DTC Subscription within the first seven days of the next month as noted above. (9) Source: U.S. Nielsen, 1Q23 (12/26/22-3/26/23), P25-54, Prime & Total Day, L+7, Exact Program 1/4 Hours, Duration-Weighted Delivery: “Most Watched”. (10) Source: U.S. Nielsen, 1Q23 (12/26/22-3/26/23), Live+3 program-based data (000)s, Primetime, Ad-supported cable, excl. breakouts and nets with less than 38% duration per day. Actual rankings were: #2 TBS, TNT #3, TLC #5-t (tied with Fox News), Food Network #8, Discovery Channel #9, HGTV #10. (11) Source: Academy Awards® 2023 winners and nominees list (https://www.oscars.org/oscars/ceremonies/2023). (12) Source: Average viewers per episode across the series' first 90 days of availability based on a combination of Nielsen, and first party data. (13) ARPU: The Company defines DTC Average Revenue Per User ("ARPU") as total subscription revenue plus net advertising revenue for the period divided by the daily-average number of paying subscribers for the period. Where daily values are not available, the sum of beginning of period and end of period divided by two is used. Excluded from the ARPU calculation are: (i) HBO Max/HBO Hotel and Bulk Institution subscription revenue and subscribers (i.e., subscribers billed on a bulk basis); (ii) Cinemax subscription revenue and subscribers; (iii) HBO Basic subscription revenue and subscribers (International-only); (iv) Non-discovery+ DTC revenue and subscribers; and (v) Non-Core discovery+ revenue and subscribers, and (vi) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month. (14) 2023 outlook: Warner Bros. Discovery is not able to provide a reconciliation of the non-GAAP forward-looking commentary to comparable GAAP measures as, at this time, the Company cannot determine the occurrence or impact of the adjustments, such as the effect of future changes in foreign currency exchange rates or future acquisitions or divestitures that would be excluded from such GAAP measures. Accordingly, the Company is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. Source: Warner Bros. Discovery, Inc. 14 Definitions and Sources for Warner Bros. Discovery, Inc. Continued Q1 2023 Earnings Press Release | May 5, 2023


 
EX-99.2 3 wbd1q23trendingschedulef.htm EX-99.2 wbd1q23trendingschedulef




Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery, Inc.” (“Warner Bros. Discovery”, “WBD”, the “Company”, “we”, “us” or “our”). Purpose of Trending Schedules The trending schedules summarize unaudited pro forma combined financial information to facilitate your review and understanding of the Company’s operating results. The trending schedules set forth important financial measures utilized by the Company defined by U.S. generally accepted accounting principles (“GAAP”). The Company uses non-GAAP financial measures, among other measures, to evaluate the operating performance of our business. These non-GAAP financial measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Pro Forma Combined Financial Information The unaudited pro forma combined financial information in the trending schedules presents the combined results of the Company and the WarnerMedia Business as if the Merger had been completed on January 1, 2021. Our combined Networks, DTC (as defined below), Studios and Corporate and Intersegment-eliminations pro forma financial information is based on the historical operating results of the respective segments and includes adjustments in accordance with Article 11 of Regulation S-X to illustrate the effects of the Merger as if it had occurred on January 1, 2021. The unaudited pro forma combined financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Merger had occurred on January 1, 2021, nor is it indicative of future results. The unaudited pro forma financial information includes, where applicable, adjustments for (i) additional costs of revenues from the fair value step-up of film and television library, (ii) additional amortization expense related to acquired intangible assets, (iii) additional depreciation expense from the fair value of property and equipment, (iv) transaction costs and other one-time non-recurring costs, (v) additional interest expense for borrowings related to the Merger and amortization associated with fair value adjustments of debt assumed, (vi) changes to align accounting policies, (vii) elimination of intercompany activity, and (viii) associated tax-related impacts of adjustments.These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the Merger with the WarnerMedia Business on the Company's historical financial information on a supplemental pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business. New Reporting Segments In connection with the Merger, the Company reevaluated and changed its segment presentation during the quarter ended June 30, 2022. Accordingly, beginning in the quarter ended June 30, 2022, and for all periods presented, we are reporting results based on the following segments: Networks, consisting primarily of our domestic and international television networks Direct-to-Consumer ("DTC"), consisting primarily of our premium pay TV and digital content services Studios, consisting primarily of the production and release of feature films for initial exhibition in theaters and/or on our DTC services, production and initial licensing of television programs to third party and our networks/DTC services, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming. New Financial Measures Warner Bros. Discovery previously used the non-GAAP measure of Adjusted OIBDA as an important financial measure, among other measures, to evaluate the operating performance of our business. Adjusted OIBDA was defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and other charges, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations related to production studios, (vii) third-party transaction and integration costs, and (viii) other items impacting comparability. Beginning with the period ended June 30, 2022, and for all periods presented, Warner Bros. Discovery will utilize the non-GAAP measure of Adjusted EBITDA, as defined below and in the Notes & Definitions section as an important financial measure, among other measures, to evaluate the operating performance of our business. The Company defines Adjusted EBITDA as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third-party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income and other measures of financial performance reported in accordance with U.S. GAAP. Trending Schedule Updates During the three months ended March 31, 2023, WBD updated the previously issued Trending Schedule to reflect the following change: Global and International ARPUs reflect a change in methodology. Prior to the period ended March 31, 2023, ARPU was calculated on a constant currency basis using the 2022 Baseline Rate, as defined in the ex-FX definition(10). Beginning with the period ended March 31, 2023, ARPU is calculated on an as-reported basis. Prior periods have been recast to reflect the change in methodology. Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. GAAP, this communication may also contain certain non-GAAP financial measures, identified with an "(*)". Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. Rounding Numbers presented in the following materials are on a rounded basis using actual amounts. Minor differences in totals and percentages may exist due to rounding.


 
Actual consolidated statement of operations (GAAP income statement) Unaudited; in millions Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 Revenues: Distribution $ 1,258 $ 1,312 $ 1,328 $ 1,304 $ 5,202 $ 1,352 $ 4,838 $ 4,990 $ 4,962 $ 16,142 $ 5,163 Advertising 1,409 1,634 1,453 1,698 6,194 1,476 2,721 2,042 2,285 8,524 2,298 Content 112 100 352 173 737 323 2,064 2,531 3,442 8,360 2,954 Other 13 16 17 12 58 8 204 260 319 791 285 Total revenues 2,792 3,062 3,150 3,187 12,191 3,159 9,827 9,823 11,008 33,817 10,700 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 Selling, general and administrative 1,051 952 944 1,069 4,016 1,040 3,538 2,589 2,511 9,678 2,388 Depreciation and amortization 361 341 341 539 1,582 525 2,266 2,233 2,169 7,193 2,058 Restructuring 15 7 7 3 32 5 1,033 1,521 1,198 3,757 95 Impairments and (gain) loss on dispositions — (72) — 1 (71) — 4 43 70 117 31 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 Operating income (loss) 396 779 329 508 2,012 353 (3,639) (2,190) (1,894) (7,370) (557) Interest expense, net (163) (157) (159) (154) (633) (153) (511) (555) (558) (1,777) (571) Other income (expense), net 64 98 63 (171) 54 476 (94) (106) (89) 187 (110) Income (loss) before income taxes 297 720 233 183 1,433 676 (4,244) (2,851) (2,541) (8,960) (1,238) Income tax (expense) benefit (106) (2) (36) (92) (236) (201) 836 566 462 1,663 178 Net income (loss) 191 718 197 91 1,197 475 (3,408) (2,285) (2,079) (7,297) (1,060) Net income attributable to noncontrolling interests (51) (46) (41) (53) (191) (19) (10) (23) (22) (74) (9) 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) The information in the above table presents WBD's financial results based on its Merger with the WarnerMedia Business completed on 4/8/22. For the periods ended 3/31/21 through 3/31/22, the table represents Discovery, Inc. financial results. For the period ended 6/30/22, the table represents Discovery, Inc. financial results for 4/1/22 - 4/8/22, and the combined business's financial results for 4/9/22 - 6/30/22. For the periods ended 9/30/22 and beyond, the table represents Warner Bros. Discovery.


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


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


 
Networks segment Unaudited; in millions Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 Revenues: Distribution $ 3,162 $ 3,087 $ 3,065 $ 3,015 $ 12,329 $ 3,132 $ 3,012 $ 2,924 $ 2,874 $ 11,942 $ 2,995 Advertising 2,646 2,796 2,268 2,683 10,393 2,632 2,802 1,944 2,226 9,604 2,237 Content 307 219 456 292 1,274 515 241 277 307 1,340 245 Other 46 62 81 45 234 53 66 69 112 300 104 Total revenues 6,161 6,164 5,870 6,035 24,230 6,332 6,121 5,214 5,519 23,186 5,581 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 Selling, general and administrative 794 755 778 892 3,219 796 744 678 763 2,981 694 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 The information in the above table for the three months ended March 31, 2021 through the three months ended December 31, 2022 present WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content. For the three months ended March 31, 2023 and subsequent periods, the above table presents WBD's actual financial results based on the Merger completion date of 4/8/22.


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


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


 
Free Cash Flow (non-GAAP); Net debt (non- GAAP) Reported unless where otherwise noted; unaudited; in millions Reported 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 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) Less: Purchases of property and equipment (90) (77) (106) (100) (373) (85) (222) (316) (364) (987) (299) Reported Free Cash Flow(4)(*) $ 179 $ 757 $ 705 $ 784 $ 2,425 $ 238 $ 789 $ (192) $ 2,482 $ 3,317 $ (930) Reported Gross to Net Debt: Current portion of debt $ 351 $ 585 $ 349 $ 339 $ 339 $ 794 $ 1,097 $ 1,257 $ 365 $ 365 $ 3,496 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 Plus: Finance leases 222 217 266 255 255 249 284 268 268 268 251 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 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 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 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 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 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 (*) 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 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 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 (loss) income (1,536) (322) (325) (97) (2,280) (340) (2,101) (1,497) (968) (4,906) Interest expense, net (678) (720) (657) (604) (2,659) (598) (565) (568) (561) (2,292) Other income (expense), net 138 277 (24) (223) 168 577 (76) (106) (89) 306 (Loss) before income taxes (2,076) (765) (1,006) (924) (4,771) (361) (2,742) (2,171) (1,618) (6,892) Income tax benefit 280 421 291 220 1,212 81 896 398 232 1,607 Net (loss) (1,796) (344) (715) (704) (3,559) (280) (1,846) (1,773) (1,386) (5,285) Net income attributable to noncontrolling interests (50) (47) (41) (53) (191) (19) (11) (22) (22) (74) Net (loss) available to Warner Bros. Discovery, Inc. $ (1,846) $ (391) $ (756) $ (757) $ (3,750) $ (299) $ (1,857) $ (1,795) $ (1,408) $ (5,359) The information in the above table presents WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are 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) income available to Warner Bros. Discovery, Inc. $ (1,846) $ (391) $ (756) $ (757) $ (3,750) $ (299) $ (1,857) $ (1,795) $ (1,408) $ (5,359) Net income attributable to noncontrolling interests 50 47 41 53 191 19 11 22 22 74 Net income (1,796) (344) (715) (704) (3,559) (280) (1,846) (1,773) (1,386) (5,285) Income tax (benefit) (280) (421) (291) (220) (1,212) (81) (896) (398) (232) (1,607) Other (income) expense, net (138) (277) 24 223 (168) (577) 76 106 89 (306) Interest expense, net 678 720 657 604 2,659 598 565 568 561 2,292 Operating (loss) income (1,536) (322) (325) (97) (2,280) (340) (2,101) (1,497) (968) (4,906) Impairments and (gain) loss on dispositions — (72) 223 1 152 — 4 43 70 117 Restructuring 106 7 7 2 122 4 944 1,521 1,198 3,667 Depreciation and amortization 2,163 2,071 1,999 2,123 8,356 1,942 1,846 1,768 1,671 7,227 Employee share-based compensation 200 112 86 88 486 113 115 113 93 434 Transaction and integration costs 793 36 124 280 1,233 305 201 59 66 631 Amortization of fair value step-up for content 791 668 554 344 2,357 357 757 417 473 2,004 Adjusted EBITDA(1)(*) $ 2,517 $ 2,500 $ 2,668 $ 2,741 $ 10,426 $ 2,381 $ 1,766 $ 2,424 $ 2,603 $ 9,174 (*) A non-GAAP financial measure; see the Notes and Definitions section for additional details. The information in the above table presents WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are 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. 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 using baseline FX rates divided by the daily-average number of paying subscribers for the period. Where daily values are not available, the sum of beginning of period and end of period divided by two is used. Excluded from the ARPU calculation are: (i) HBO Max/HBO Hotel and Bulk Institution subscription revenue and subscribers (i.e., subscribers billed on a bulk basis); (ii) Cinemax subscription revenue and subscribers; (iii) HBO Basic subscription revenue and subscribers (International-only); (iv) Non-discovery+ DTC revenue and subscribers; and (v) Non-Core discovery+ revenue and subscribers, and (vi) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month. 3). Direct-to-Consumer ("DTC") subscriber - We define a “Core Direct-to-Consumer ("DTC") Subscription” as: (i) a retail subscription to discovery+, HBO or HBO Max for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform;(ii) a wholesale subscription to discovery+, HBO, or HBO Max for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; (iii) a wholesale subscription to discovery+, HBO or HBO Max for which we have recognized subscription revenue on a per subscriber basis; and (iv) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. We may refer to the aggregate number of Core DTC Subscriptions as “subscribers." The reported number of “subscribers” included herein and the definition of “Core DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO and HBO Max, that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) domestic, and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials except for those users on free trial that convert to a DTC Subscription within the first seven days of the next month as noted above. Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada. International subscriber - We define an International subscriber as a subscription based outside of the United States of America or Canada. 4). Free Cash Flow - The Company defines free cash flow as cash flow from operations less acquisitions of property and equipment. The Company believes free cash flow is an important indicator for management and investors of the Company’s liquidity, including its ability to reduce debt, make strategic investments, and return capital to stockholders. For the periods ended March 31, 2021 (3/31/21) through March 31, 2022 (3/31/22), Reported Free Cash Flow represents standalone Discovery, Inc. Free Cash Flow. For the period ended June 30, 2022 (6/30/22), Reported Free Cash Flow represents results for Discovery, Inc. for April 1 - June 30, 2022, and the WarnerMedia Business for April 9 - June 30, 2022. For the periods ended September 30, 2022 (9/30/22) and beyond, Reported Free Cash Flow represents results for 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. 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. 10). 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 “Baseline Rate”), and the prior year amounts translated at the 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.