UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2022~~March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-34177

Warner Bros. Discovery, Inc.

(Exact name of registrant as specified in its charter)


Delaware									35-2333914
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

230 Park Avenue South									10003
New York, New York									(Zip Code)
(Address of principal executive offices)

(212) 548-5555

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Series A Common Stock	WBD	The Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	o	Smaller reporting company	☐
		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. ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

Total number of shares outstanding of each class of the Registrant’s common stock as of ~~July~~April 21, ~~2022:~~2023:


Series A Common Stock, par value $0.01 per share			~~2,427,592,861~~2,436,107,460

WARNER BROS. DISCOVERY, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. Unaudited Financial Statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in millions, except per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Revenues:
Advertising $ 2,721 $ 1,634 $ 4,197 $ 3,043
Distribution 4,838 1,312 6,190 2,570
Content 2,064 100 2,387 212
Other 204 16 212 29
Total revenues 9,827 3,062 12,986 5,854
Costs and expenses:
Costs of revenues, excluding depreciation and amortization 6,625 1,055 7,861 2,024
Selling, general and administrative 3,538 952 4,578 2,003
Depreciation and amortization 2,266 341 2,791 702
Restructuring and other charges 1,033 7 1,038 22
Loss (gain) on disposition 4 (72) 4 (72)
Total costs and expenses 13,466 2,283 16,272 4,679
Operating (loss) income (3,639) 779 (3,286) 1,175
Interest expense, net (511) (157) (664) (320)
Loss from equity investees, net (43) (7) (57) (11)
Other (expense) income, net (51) 105 439 173
(Loss) income before income taxes (4,244) 720 (3,568) 1,017
Income tax benefit (expense) 836 (2) 635 (108)
Net (loss) income (3,408) 718 (2,933) 909
Net income attributable to noncontrolling interests (7) (38) (23) (84)
Net income attributable to redeemable noncontrolling interests (3) (8) (6) (13)
Net (loss) income available to Warner Bros. Discovery, Inc. $ (3,418) $ 672 $ (2,962) $ 812
Net (loss) income per share allocated to Warner Bros. Discovery, Inc. Series A common stockholders:
Basic $ (1.50) $ 1.02 $ (2.09) $ 1.23
Diluted $ (1.50) $ 1.01 $ (2.09) $ 1.22
Weighted average shares outstanding:
Basic 2,286 589 1,443 587
Diluted 2,286 664 1,443 666
The accompanying notes are an integral part of these consolidated financial statements.


	Three Months Ended March 31,
	2023		2022
Revenues:
Distribution	$	5,163	$	1,352
Advertising	2,298		1,476
Content	2,954		323
Other	285		8
Total revenues	10,700		3,159
Costs and expenses:
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

The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(unaudited; in millions)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Net (loss) income	Net (loss) income	$	(3,408)	$	718	$	(2,933)	$	909	Net (loss) income	$	(1,060)	$	475
Other comprehensive (loss) income adjustments, net of tax:
Other comprehensive (loss) income:										Other comprehensive (loss) income:
Currency translation	Currency translation	(488)		108		(587)		(59)		Currency translation

Change in net unrealized gains (losses)										Change in net unrealized gains (losses)	426		(97)
Less: reclassification adjustment for net (gains) losses included in net income										Less: reclassification adjustment for net (gains) losses included in net income	—		(2)
Net change, net of income tax benefit (expense) of $(5) and $(14)										Net change, net of income tax benefit (expense) of $(5) and $(14)	426		(99)
Pension plan and SERP liability, net of income tax benefit (expense) of $(3) and $—										Pension plan and SERP liability, net of income tax benefit (expense) of $(3) and $—	(9)		—
Derivatives	Derivatives	(18)		(112)		(36)		125		Derivatives

Change in net unrealized gains (losses)										Change in net unrealized gains (losses)	3		(12)
Less: reclassification adjustment for net (gains) losses included in net income										Less: reclassification adjustment for net (gains) losses included in net income	(2)		(6)
Net change, net of income tax benefit (expense) of $2 and $1										Net change, net of income tax benefit (expense) of $2 and $1	1		(18)
Comprehensive (loss) income	Comprehensive (loss) income	(3,914)		714		(3,556)		975		Comprehensive (loss) income	(642)		358
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	(7)		(38)		(23)		(84)		Comprehensive income attributable to noncontrolling interests	(8)		(16)
Comprehensive income attributable to redeemable noncontrolling interests	Comprehensive income attributable to redeemable noncontrolling interests	(3)		(8)		(6)		(13)		Comprehensive income attributable to redeemable noncontrolling interests	(1)		(3)
Comprehensive (loss) income attributable to Warner Bros. Discovery, Inc.	Comprehensive (loss) income attributable to Warner Bros. Discovery, Inc.	$	(3,924)	$	668	$	(3,585)	$	878	Comprehensive (loss) income attributable to Warner Bros. Discovery, Inc.	$	(651)	$	339

The accompanying notes are an integral part of these consolidated financial statements.	The accompanying notes are an integral part of these consolidated financial statements.									The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited; in millions, except par value)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	2,575	$	3,905	Cash and cash equivalents	$	2,594	$	3,731
Receivables, net	Receivables, net	7,049		2,446		Receivables, net	6,833		6,380

Prepaid expenses and other current assets	Prepaid expenses and other current assets	5,825		913		Prepaid expenses and other current assets	4,300		3,888
Total current assets	Total current assets	15,449		7,264		Total current assets	13,727		13,999
Film and television content rights and games, net		30,120		3,832
Film and television content rights and games						Film and television content rights and games	25,473		26,652
Property and equipment, net	Property and equipment, net	5,597		1,336		Property and equipment, net	5,325		5,301

Goodwill	Goodwill	34,273		12,912		Goodwill	34,658		34,438
Intangible assets, net	Intangible assets, net	48,724		6,317		Intangible assets, net	43,239		44,982

Other noncurrent assets	Other noncurrent assets	8,077		2,766		Other noncurrent assets	8,162		8,629
Total assets	Total assets	$	142,240	$	34,427	Total assets	$	130,584	$	134,001
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	1,397	$	412	Accounts payable	$	1,123	$	1,454
Accrued liabilities	Accrued liabilities	10,279		2,230		Accrued liabilities	10,158		11,504

Deferred revenues	Deferred revenues	1,663		478		Deferred revenues	1,603		1,694
Current portion of debt	Current portion of debt	1,097		339		Current portion of debt	3,496		365
Total current liabilities	Total current liabilities	14,436		3,459		Total current liabilities	16,380		15,017
Noncurrent portion of debt	Noncurrent portion of debt	51,388		14,420		Noncurrent portion of debt	45,434		48,634
Deferred income taxes	Deferred income taxes	13,666		1,225		Deferred income taxes	10,211		11,014
Other noncurrent liabilities	Other noncurrent liabilities	9,803		1,927		Other noncurrent liabilities	10,717		10,669
Total liabilities	Total liabilities	89,293		21,031		Total liabilities	82,742		85,334
Commitments and contingencies (See Note 19)		0		0
Commitments and contingencies (See Note 16)						Commitments and contingencies (See Note 16)
Redeemable noncontrolling interests	Redeemable noncontrolling interests	328		363		Redeemable noncontrolling interests	309		318

Warner Bros. Discovery, Inc. stockholders’ equity:	Warner Bros. Discovery, Inc. stockholders’ equity:					Warner Bros. Discovery, Inc. stockholders’ equity:
Series A common stock: $0.01 par value; 10,800 and 0 shares authorized; 2,658 and 0 shares issued; and 2,428 and 0 shares outstanding		27		—
Preferred stock: $0.01 par value; 1,200 and 0 shares authorized, 0 shares issued and outstanding		—		—
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						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						Preferred stock: $0 par value; 1,200 and 1,200 shares authorized, 0 shares issued and outstanding	—		—

Discovery Series A-1 convertible preferred stock: $0.01 par value; 0 and 8 shares authorized, issued and outstanding		—		—
Discovery Series C-1 convertible preferred stock: $0.01 par value; 0 and 6 shares authorized; 0 and 4 shares issued and outstanding		—		—
Discovery Series A common stock: $0.01 par value; 0 and 1,700 shares authorized; 0 and 170 shares issued; and 0 and 169 shares outstanding		—		2
Discovery Series B convertible common stock: $0.01 par value; 0 and 100 shares authorized; 0 and 7 shares issued and outstanding		—		—
Discovery Series C common stock: $0.01 par value; 0 and 2,000 shares authorized; 0 and 559 shares issued; and 0 and 330 shares outstanding		—		5

Additional paid-in capital	Additional paid-in capital	54,439		11,086		Additional paid-in capital	54,685		54,630
Treasury stock, at cost: 230 and 230 shares	Treasury stock, at cost: 230 and 230 shares	(8,244)		(8,244)		Treasury stock, at cost: 230 and 230 shares	(8,244)		(8,244)
Retained earnings	Retained earnings	6,614		9,580		Retained earnings	1,133		2,205
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,453)		(830)		Accumulated other comprehensive loss	(1,105)		(1,523)
Total Warner Bros. Discovery, Inc. stockholders' equity		51,383		11,599
Total Warner Bros. Discovery, Inc. stockholders’ equity						Total Warner Bros. Discovery, Inc. stockholders’ equity	46,496		47,095
Noncontrolling interests	Noncontrolling interests	1,236		1,434		Noncontrolling interests	1,037		1,254
Total equity	Total equity	52,619		13,033		Total equity	47,533		48,349
Total liabilities and equity	Total liabilities and equity	$	142,240	$	34,427	Total liabilities and equity	$	130,584	$	134,001

The accompanying notes are an integral part of these consolidated financial statements.	The accompanying notes are an integral part of these consolidated financial statements.					The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF CASH FLOWS

(unaudited; in millions)


		Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Operating Activities	Operating Activities					Operating Activities
Net (loss) income	Net (loss) income	$	(2,933)	$	909	Net (loss) income	$	(1,060)	$	475
Adjustments to reconcile net income to cash provided by operating activities:
Adjustments to reconcile net income to cash (used in) provided by operating activities:						Adjustments to reconcile net income to cash (used in) provided by operating activities:
Content rights amortization and impairment	Content rights amortization and impairment	6,591		1,516		Content rights amortization and impairment	4,723		973
Depreciation and amortization	Depreciation and amortization	2,791		702		Depreciation and amortization	2,058		525
Deferred income taxes	Deferred income taxes	(915)		(242)		Deferred income taxes	(669)		(118)
Preferred stock conversion premium		789		—

Share-based compensation expense	Share-based compensation expense	210		95		Share-based compensation expense	111		60
Gain on disposition		4		(72)

Equity in losses of equity method investee companies and cash distributions	Equity in losses of equity method investee companies and cash distributions	91		38		Equity in losses of equity method investee companies and cash distributions	62		21
Gain on sale of investments		(132)		(20)

Gain from derivative instruments, net	Gain from derivative instruments, net	(496)		—		Gain from derivative instruments, net	(23)		(514)
Other, net	Other, net	60		(100)		Other, net	97		33
Changes in operating assets and liabilities, net of acquisitions and dispositions:	Changes in operating assets and liabilities, net of acquisitions and dispositions:					Changes in operating assets and liabilities, net of acquisitions and dispositions:
Receivables, net	Receivables, net	(444)		(141)		Receivables, net	(486)		(5)
Film and television content rights, games and payables, net	Film and television content rights, games and payables, net	(4,653)		(1,701)		Film and television content rights, games and payables, net	(4,051)		(993)
Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities	Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities	8		41		Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities	(1,652)		(124)
Foreign currency, prepaid expenses and other assets, net	Foreign currency, prepaid expenses and other assets, net	363		78		Foreign currency, prepaid expenses and other assets, net	259		(10)
Cash provided by operating activities		1,334		1,103
Cash (used in) provided by operating activities						Cash (used in) provided by operating activities	(631)		323
Investing Activities	Investing Activities					Investing Activities
Purchases of property and equipment	Purchases of property and equipment	(307)		(167)		Purchases of property and equipment	(299)		(85)
Cash acquired from business acquisition		2,419		—
Proceeds from sales and maturities of investments		139		348

Investments in and advances to equity investments	Investments in and advances to equity investments	(109)		(105)		Investments in and advances to equity investments	(13)		(42)
Proceeds from derivative instruments, net	Proceeds from derivative instruments, net	720		—		Proceeds from derivative instruments, net	20		639

Other investing activities, net	Other investing activities, net	18		120		Other investing activities, net	35		17
Cash provided by investing activities		2,880		196
Cash (used in) provided by investing activities						Cash (used in) provided by investing activities	(257)		529
Financing Activities	Financing Activities					Financing Activities
Principal repayments of term loans		(3,500)		—

Principal repayments of debt, including premiums to par value	Principal repayments of debt, including premiums to par value	(327)		(339)		Principal repayments of debt, including premiums to par value	(1,606)		(327)
Borrowings from debt, net of discount and issuance costs						Borrowings from debt, net of discount and issuance costs	1,500		—
Distributions to noncontrolling interests and redeemable noncontrolling interests						Distributions to noncontrolling interests and redeemable noncontrolling interests	(237)		(224)

Distributions to noncontrolling interests and redeemable noncontrolling interests		(264)		(213)
Purchase of redeemable noncontrolling interests		—		(31)

Borrowings under commercial paper program	Borrowings under commercial paper program	90		—		Borrowings under commercial paper program	932		—
Repayments under commercial paper program	Repayments under commercial paper program	(90)		—		Repayments under commercial paper program	(933)		—

Other financing activities, net	Other financing activities, net	(66)		45		Other financing activities, net	(88)		(36)
Cash used in financing activities	Cash used in financing activities	(4,157)		(538)		Cash used in financing activities	(432)		(587)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(66)		(49)		Effect of exchange rate changes on cash, cash equivalents, and restricted cash	29		(5)
Net change in cash, cash equivalents, and restricted cash	Net change in cash, cash equivalents, and restricted cash	(9)		712		Net change in cash, cash equivalents, and restricted cash	(1,291)		260
Cash, cash equivalents, and restricted cash, beginning of period	Cash, cash equivalents, and restricted cash, beginning of period	3,905		2,122		Cash, cash equivalents, and restricted cash, beginning of period	3,930		3,905
Cash, cash equivalents, and restricted cash, end of period	Cash, cash equivalents, and restricted cash, end of period	$	3,896	$	2,834	Cash, cash equivalents, and restricted cash, end of period	$	2,639	$	4,165

The accompanying notes are an integral part of these consolidated financial statements.	The accompanying notes are an integral part of these consolidated financial statements.					The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED STATEMENT OF EQUITY

(unaudited; in millions)

Discovery, Inc.
Preferred Stock Discovery, Inc.
Common Stock Warner Bros. Discovery, Inc. Common Stock Additional
Paid-In
Capital Treasury
Stock Retained
Earnings Accumulated
Other
Comprehensive
Loss Warner Bros. Discovery, Inc.
Stockholders’ Equity Noncontrolling
Interests Total
Equity
Shares Par Value Shares Par Value Shares Par Value
December 31, 2021 12 $ — 736 $ 7 $ — $ — $ 11,086 $ (8,244) $ 9,580 $ (830) $ 11,599 $ 1,434 $ 13,033
Net income available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests — — — — — — — — 456 — 456 16 472
Other comprehensive loss — — — — — — — — — (117) (117) — (117)
Share-based compensation — — — — — — 53 — — — 53 — 53
Tax settlements associated with share-based plans — — — — — — (38) — — — (38) — (38)
Dividends paid to noncontrolling interests — — — — — — — — — — — (192) (192)
Issuance of stock in connection with share-based plans — — 3 — — — 19 — — — 19 — 19
Redeemable noncontrolling interest adjustments to redemption value — — — — — — — — (3) — (3) — (3)
March 31, 2022 12 $ — 739 $ 7 — $ — $ 11,120 $ (8,244) $ 10,033 $ (947) $ 11,969 $ 1,258 $ 13,227
Net (loss) income available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests — — — — — — — — (3,418) — (3,418) 7 (3,411)
Other comprehensive loss — — — — — — — — — (506) (506) — (506)
Share-based compensation — — — — — — 143 — — — 143 — 143
Conversion and issuance of common stock and noncontrolling interest in connection with the acquisition of the WarnerMedia Business (12) — (739) (7) 2,658 27 43,173 — — — 43,193 2 43,195
Dividends paid to noncontrolling interests — — — — — — — — — — — (31) (31)
Issuance of stock in connection with share-based plans — — — — — — 3 — — — 3 — 3
Redeemable noncontrolling interest adjustments to redemption value — — — — — — — — (1) — (1) — (1)
June 30, 2022 — $ — — $ — 2,658 $ 27 $ 54,439 $ (8,244) $ 6,614 $ (1,453) $ 51,383 $ 1,236 $ 52,619
The accompanying notes are an integral part of these consolidated financial statements.


	Warner Bros. Discovery, Inc. Common Stock			Additional Paid-In Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Warner Bros. Discovery, Inc. Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Par Value
December 31, 2022	2,660	$	27	$	54,630	$	(8,244)	$	2,205	$	(1,523)	$	47,095	$	1,254	$	48,349


Net loss available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests	—	—		—		—		(1,069)		—		(1,069)		8		(1,061)
Other comprehensive income	—	—		—		—		—		418		418		—		418
Share-based compensation	—	—		101		—		—		—		101		—		101



Tax settlements associated with share-based plans	—	—		(53)		—		—		—		(53)		—		(53)
Dividends paid to noncontrolling interests	—	—		—		—		—		—		—		(225)		(225)
Issuance of stock in connection with share-based plans	6	—		9		—		—		—		9		—		9
Redeemable noncontrolling interest adjustments to redemption value	—	—		—		—		(3)		—		(3)		—		(3)
Other adjustments to stockholders' equity	—	—		(2)		—		—		—		(2)		—		(2)
March 31, 2023	2,666	$	27	$	54,685	$	(8,244)	$	1,133	$	(1,105)	$	46,496	$	1,037	$	47,533





























The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED STATEMENT OF EQUITY

(unaudited; in millions)

Discovery, Inc.
Preferred Stock Discovery, Inc.
Common Stock Additional
Paid-In
Capital Treasury
Stock Retained
Earnings Accumulated
Other
Comprehensive
Loss Warner Bros. Discovery,
Inc.
Stockholders’
Equity Noncontrolling
Interests Total
Equity
Shares Par Value Shares Par Value
December 31, 2020 13 $ — 717 $ 7 $ 10,809 $ (8,244) $ 8,543 $ (651) $ 10,464 $ 1,536 $ 12,000
Net income available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests — — — — — — 140 — 140 46 186
Other comprehensive income — — — — — — — 70 70 — 70
Share-based compensation — — — — 32 — — — 32 — 32
Preferred stock conversion (1) — 11 — — — — — — — —
Tax settlements associated with share-based compensation — — — — (68) — — — (68) — (68)
Dividends paid to noncontrolling interest — — — — — — — — — (178) (178)
Issuance of stock in connection with share-based plans — — 8 — 186 — — — 186 — 186
Redeemable noncontrolling interest adjustment to redemptions value — — — — (8) — (1) — (9) — (9)
March 31, 2021 12 $ — 736 $ 7 $ 10,951 $ (8,244) $ 8,682 $ (581) $ 10,815 $ 1,404 $ 12,219
Net income available to Discovery, Inc. and attributable to noncontrolling interests — — — — — — 672 — 672 38 710
Other comprehensive income — — — — — — — (4) (4) — (4)
Share-based compensation — — — — 41 — — — 41 — 41
Tax settlements associated with share-based plans — — — — (1) — — — (1) — (1)
Dividends paid to noncontrolling interests — — — — — — — — — (29) (29)
Issuance of stock in connection with share-based plans — — — — 9 — — — 9 — 9
Redeemable noncontrolling interest adjustments to redemption value — — — — — — 6 — 6 — 6
June 30, 2021 12 $ — 736 $ 7 $ 11,000 $ (8,244) $ 9,360 $ (585) $ 11,538 $ 1,413 $ 12,951
The accompanying notes are an integral part of these consolidated financial statements.


	Discovery, Inc. Preferred Stock			Discovery, Inc. Common Stock			Warner Bros. Discovery, Inc. Common Stock			Additional Paid-In Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Warner Bros. Discovery, Inc. Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Par Value		Shares	Par Value		Shares	Par Value
December 31, 2021	12	$	—	736	$	7	—	$	—	$	11,086	$	(8,244)	$	9,580	$	(830)	$	11,599	$	1,434	$	13,033


Net income available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests	—	—		—	—		—	—		—		—		456		—		456		16		472
Other comprehensive loss	—	—		—	—		—	—		—		—		—		(117)		(117)		—		(117)
Share-based compensation	—	—		—	—		—	—		53		—		—		—		53		—		53



Tax settlements associated with share-based plans	—	—		—	—		—	—		(38)		—		—		—		(38)		—		(38)
Dividends paid to noncontrolling interests	—	—		—	—		—	—		—		—		—		—		—		(192)		(192)
Issuance of stock in connection with share-based plans	—	—		3	—		—	—		19		—		—		—		19		—		19
Redeemable noncontrolling interest adjustments to redemption value	—	—		—	—		—	—		—		—		(3)		—		(3)		—		(3)

March 31, 2022	12	$	—	739	$	7	—	$	—	$	11,120	$	(8,244)	$	10,033	$	(947)	$	11,969	$	1,258	$	13,227





























The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

Warner Bros. Discovery, Inc. (“Warner Bros. Discovery”, “WBD”, the “Company”, “we”, “us” or “our”) is a ~~leading~~premier global media and entertainment company that ~~creates~~combines the WarnerMedia Business’s premium entertainment, sports and ~~distributes the world’s most~~news assets with Discovery’s leading non-fiction and international entertainment and sports businesses, thus offering audiences a differentiated ~~and complete~~ portfolio of content, brands and ~~brands~~franchises across television, film, streaming and ~~streaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its~~gaming. Some of our iconic brands and ~~products including:~~franchises include Warner Bros. Pictures Group, Warner Bros. Television Group, DC, HBO, HBO Max, 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,~~TLC, OWN, Warner Bros. Games, ~~New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV~~Batman, Superman, Wonder Woman, Harry Potter, Looney Tunes, Hanna-Barbera, Game of Thrones, and ~~others.~~The Lord of the Rings.

Merger with the WarnerMedia Business of AT&T

On April 8, 2022 (the “Closing Date”), Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business (the “WarnerMedia Business”, “WM Business” or “WM”) of AT&T Inc. (“AT&T”) and changed its name to “Warner Bros. Discovery, Inc.”. On April 11, 2022, the Company’s shares started trading on the Nasdaq Global Select Market (the “Nasdaq”) under the trading symbol WBD.

The Merger was executed through a Reverse Morris Trust type transaction, under which WM was distributed to AT&T’s shareholders via a pro rata distribution, and immediately thereafter, combined with Discovery. (See Note ~~3.)~~2 and Note 3). Prior to the Merger, WarnerMedia Holdings, Inc. distributed $40.5 billion to AT&T (subject to working capital and other adjustments) in a combination of cash, debt securities, and WM's retention of certain debt. Discovery transferred purchase consideration of $42.4 billion in equity to AT&T ~~shareholders.~~shareholders in the Merger. In August 2022, the Company and AT&T finalized the post-closing working capital settlement process, pursuant to section 1.3 of the Separation and Distribution Agreement, which ~~will result~~resulted in the Company receiving a $1.2 billion payment from AT&T in the third quarter of 2022 ~~which is recorded~~ in ~~prepaid expenses and other current assets on~~lieu of adjusting the ~~consolidated balance sheets at June 30, 2022.~~equity issued as purchase consideration in the Merger. AT&T shareholders received shares of WBD Series A common stock (“WBD common stock”) in the ~~distribution~~Merger representing 71% of the combined ~~company~~Company and the Company's pre-Merger shareholders continued to own 29% of the combined ~~company,~~Company, in each case on a fully diluted basis.

Discovery was deemed to be the accounting acquirer of the WM Business for accounting purposes under U.S. generally accepted accounting principles (“U.S. GAAP”); therefore, Discovery is considered ~~WBD’s~~the Company’s predecessor and the historical financial statements of Discovery prior to April 8, 2022, are reflected in this Quarterly Report on Form 10-Q as ~~WBD’s~~the Company’s historical financial statements. Accordingly, the financial results of ~~WBD~~the Company as of and for any periods prior to April 8, 2022 do not include the financial results of the WM Business and current and future results will not be comparable to historical results.

~~Segments~~

~~In conjunction 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:~~

~~Studios~~ - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to third parties 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.

~~Networks~~ ~~- Our Networks segment primarily consists of our domestic and international television networks.~~

~~Direct-to-consumer (“DTC”)~~ ~~- Our DTC segment primarily consists of our premium pay TV and digital content services.~~

~~Impact of COVID-19~~

The Company continues to closely monitor the ongoing impact of COVID-19 on all aspects of its business and geographies, including the impact on its customers, employees, suppliers, vendors, distribution and advertising partners, production facilities, and various other third parties. Certain key sources of revenue for the Studios segment, including theatrical revenues, television production, studio operations and themed entertainment, have been adversely impacted by governmentally imposed shutdowns and related labor interruptions and constraints on consumer activity, particularly in the context of public entertainment venues, such as cinemas and theme parks.

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

The nature and full extent of COVID-19’s effects on our operations and results are not yet known and will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity and the extent of future variants or surges of COVID-19, vaccine distribution and efficacy and other actions to contain the virus or treat its impact, among others. The consolidated financial statements reflect management’s estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. Actual results may differ significantly from these estimates and assumptions.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries in which a controlling interest is maintained, including variable interest entities (“VIE”) for which the Company is the primary beneficiary. Intercompany accounts and transactions between consolidated entities have been eliminated.

Unaudited Interim Financial Statements

These consolidated financial statements are unaudited; however, in the opinion of management, they reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (the ~~“2021~~“2022 Form 10-K”).

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from these estimates.

Significant estimates and judgments inherent in the preparation of the consolidated financial statements include accounting for asset impairments, revenue recognition, estimated credit losses, content rights, leases, depreciation and amortization, business combinations, share-based compensation, income taxes, other financial instruments, contingencies, estimated defined benefit plan liabilities, and the determination of whether the Company should consolidate certain entities.

Summary of Significant Accounting Policies

There have been no changes to the Company's significant accounting policies described in the ~~2021~~2022 Form ~~10-K, other than updates to policies as a result of the Merger as described below.~~

~~Film and Television Content Rights~~

The Company groups its film and television content rights by monetization strategy. For films and television programs predominantly monetized individually, the amount of capitalized film and television production costs and the amount of participations and residuals to be recognized as expense in a particular period are determined using the individual film forecast method. Under this method, the amortization of capitalized costs and the accrual of participations and residuals are based on the proportion of the film’s or television program’s revenues recognized for such period to the film’s or television program’s estimated remaining ultimate revenues (i.e., the total revenue to be received throughout a film’s or television program’s remaining life cycle).

The process of estimating ultimate revenues requires us to make a series of judgments related to future revenue-generating activities associated with a particular film. Prior to the theatrical release of a film, our estimates are based on factors such as the historical performance of similar films, the star power of the lead actors, the rating and genre of the film, pre-release market research (including test market screenings), international distribution plans and the expected number of theaters in which the film will be released. Subsequent to release, ultimate revenues are updated to reflect initial performance, which is often predictive of future performance. For a film or television program that is predominantly monetized on its own but also monetized with other films and/or programs (such as our DTC or linear services), we make a reasonable estimate of the value attributable to the film or program’s exploitation while monetized with other films/programs and expense such costs as the film or television program is exhibited. For theatrical films, the period over which ultimate revenues from all applicable sources and exhibition windows are estimated does not exceed 10 years from the date of the film’s initial release. For television programs, the ultimate period does not exceed 10 years from delivery of the first episode, or, if still in production, five years from delivery of the most recent episode, if later. Ultimates for produced content monetized on an individual basis are reviewed and updated (as applicable) on a quarterly basis; any adjustments are applied prospectively as of the beginning of the fiscal year of the change.10-K.

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

For programs monetized as a group, including licensed programming, the Company’s film groups are generally aligned along the Company’s networks and digital content offerings, except for certain international territories wherein content assets are shared across the various networks in the territory and therefore, the territory is the film group. Amortization expense for each period is generally based on the revenue forecast model, which approximates the proportion that estimated distribution and advertising revenues for the current period represent in relation to the estimated remaining total lifetime revenues. Digital content and premium pay TV amortization for each period is recognized based on estimated viewing patterns as there are generally no direct revenues to associate to the individual content assets and therefore number of views is most representative of the use of the title. Licensed rights to film and television programming are typically amortized over the useful life of the program’s license period on a straight-line basis (or per-play basis, if greater, for certain programming on our ad-supported networks), or accelerated basis for licensed original programs.

Quarterly, the Company prepares analyses to support its content amortization expense. Critical assumptions used in determining content amortization for programming predominately monetized as a group include: (i) the grouping of content with similar characteristics, (ii) the application of a quantitative revenue forecast model or viewership model based on the adequacy of historical data, (iii) determining the appropriate historical periods to utilize and the relative weighting of those historical periods in the forecast model, and (iv) incorporating secondary streams. The Company then considers the appropriate application of the quantitative assessment given forecasted content use, expected content investment and market trends. Content use and future revenues may differ from estimates based on changes in expectations related to market acceptance, network affiliate fee rates, advertising demand, the number of cable and satellite television subscribers receiving the Company’s networks, the number of subscribers to its digital services, and program usage. Accordingly, the Company continually reviews its estimates and planned usage and revises its assumptions if necessary. Any material adjustments from the Company’s review of the amortization rates for assets in film groups are applied prospectively in the period of the change.

Unamortized film costs are tested for impairment whenever events or changes in circumstances indicate that the fair value of a film (or television program) predominately monetized on its own, or a film group, may be less than its unamortized costs. In addition, a change in the predominant monetization strategy is considered a triggering event for impairment testing before a title is accounted for as part of a film group. If the carrying value of an individual feature film or television program, or film group, exceeds the estimated fair value, an impairment charge will be recorded in the amount of the difference. For content that is predominately monetized individually, we utilize estimates including ultimate revenues and additional costs to be incurred (including exploitation and participation costs), in order to determine whether the carrying value of a film or television program is impaired.

Game development costs are expensed as incurred before the applicable games reach technological feasibility, or for online hosted arrangements, before the preliminary project phase is complete and it is probable the project will be completed and the software will be used to perform the function intended. Upon release, the capitalized game development costs are amortized based on the proportion of the game’s revenues recognized for such period to the game’s total current and anticipated revenues. Unamortized capitalized game production and development costs are stated at the lower of cost, less accumulated amortization, or net realizable value and reported in “Film and television content rights and games, net” on the consolidated balance sheets.

~~Inventory~~

Inventory is comprised primarily of DVDs, Blu-ray Discs and game units and is stated at the lower of cost or net realizable value in prepaid expenses and other current assets on the consolidated balance sheets. Cost is determined using the average cost method for the majority of our inventory, with the remaining inventory valued using the standard cost method, which approximates average cost. Returned goods included in inventory are valued at estimated realizable value, but not in excess of cost. The Company periodically reviews its inventory for excess and obsolete inventory. The Company's inventory consisted of the following (in millions).

June 30, 2022 December 31, 2021
Raw materials $ 6 $ —
Work in process 6 —
Finished goods 127 1
Total inventory $ 139 $ 1

~~Defined Benefit Plan~~

The Company maintains a defined benefit pension plan covering certain employees. Defined benefit plan obligations are based on various assumptions used by our actuaries in calculating these amounts. These assumptions include discount rates, compensation rate increases, expected return on plan assets, retirement rates and mortality rates. Actual results that differ from the assumptions and changes in assumptions could affect future expenses and obligations.

1210

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Accounting and Reporting Pronouncements Adopted

~~LIBOR~~Supplier Finance Programs

In ~~March 2020,~~September 2022, the Financial Accounting Standards Board ~~(“FASB”)~~ issued guidance ~~providing optional expedients~~updating the disclosure requirements for supplier finance program obligations. This guidance provides specific authoritative guidance for disclosure of supplier finance programs, including key terms of such programs, amounts outstanding, and ~~exceptions for applying U.S. GAAP to contract modifications, hedging relationships, and other transactions associated with~~where the expected market transition away from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. The guidance is for March 12, 2020 through December 31, 2022 and may not be applied to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The Company applied the relevant provisions of the guidance to hedge relationships that were subsequently terminatedobligations are presented in the ~~first quarter~~statement of ~~2022.~~

~~Convertible Instruments~~

In August 2020, the FASB issued guidance simplifying the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This guidance amends the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions, requires the use of the if-converted method for calculating earnings per share for convertible instruments, and makes targeted improvements to the disclosures for convertible instruments and related earnings per share guidance. The Company adopted the guidance effective January 1, 2022, and there was no material impact on its consolidated financial ~~statements.~~

~~Accounting and Reporting Pronouncements Not Adopted~~

~~Government Assistance~~

In November 2021, the FASB issued guidance requiring disclosure for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy to other guidance. The annual disclosures include terms and conditions, accounting treatment and impacted financial statement lines reflecting the impact of the transactions.position. The guidance is effective for annual periods beginning after December 15, ~~2021.~~2022, including interim periods, except for the disclosure of roll forward information, which is effective for annual periods beginning after December 15, 2023. Certain components of this guidance must be applied retrospectively, while others may be applied prospectively. The Company ~~is currently assessing~~adopted the ~~impact this~~ guidance ~~will have on its consolidated financial statements~~effective January 1, 2023 and ~~related disclosures.~~has provided the required disclosures in Note 14.

NOTE 2. EQUITY AND EARNINGS PER SHARE

Common Stock Issued in Connection with the WarnerMedia Merger

In connection with the Merger, each issued and outstanding share of Discovery Series A common stock, Discovery Series B convertible common stock, and Discovery Series C common stock, was reclassified and automatically converted into 1one share of WBD common stock, and each issued and outstanding share of Discovery Series A-1 convertible preferred stock (“Series A-1 Preferred Stock”) and Series C-1 convertible preferred stock was reclassified and automatically converted into 13.1135 and 19.3648 shares of WBD common stock, respectively.

The Merger required the consent of Advance/Newhouse Programming Partnership under Discovery's certificate of incorporation as the sole holder of the Series A-1 Preferred Stock. In connection with Advance/Newhouse Programming Partnership’s entry into the consent agreement and related forfeiture of the significant rights attached to the Series A-1 Preferred Stock in the reclassification of the shares of Series A-1 Preferred Stock into common stock, it received an increase to the number of shares of common stock of the Company into which the Series A-1 Preferred Stock converted. The impact of the issuance of such additional shares of common stock was $789 million and was recorded as a transaction expense in selling, general and administrative expense upon the closing of the ~~Merger.~~Merger in the three months ended June 30, 2022.

On April 8, 2022, the Company issued 1.7 billion shares of WBD ~~Series A~~ common stock as consideration paid for the acquisition of WM. (See Note 3).

Earnings Per Share

All share and per share amounts have been retrospectively adjusted to reflect the reclassification and automatic conversion into WBD common stock, except for Series A-1 Preferred Stock, which has not been recast because the conversion of Series A-1 Preferred Stock into WBD common stock in connection with the Merger was considered a discrete event and treated prospectively.

~~The table below sets forth the Company's calculated earnings per share. Earnings per share amounts may not recalculate due to rounding.~~

1311

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Numerator:
Net (loss) income $ (3,408) $ 718 $ (2,933) $ 909
Less:
Allocation of undistributed income to Series A-1 convertible preferred stock — (72) (49) (87)
Net income attributable to noncontrolling interests (7) (38) (23) (84)
Net income attributable to redeemable noncontrolling interests (3) (8) (6) (13)
Net (loss) income allocated to Warner Bros. Discovery, Inc. Series A common stockholders for basic and diluted net income per share $ (3,418) $ 600 $ (3,011) $ 725
Add:
Allocation of undistributed income to Series A-1 convertible preferred stockholders $ — $ 72 $ — $ 87
Net (loss) income allocated to Warner Bros. Discovery, Inc. Series A common stockholders for diluted net income per share $ (3,418) $ 672 $ (3,011) $ 812
Denominator — weighted average:
Common shares outstanding — basic 2,286 589 1,443 587
Impact of assumed preferred stock conversion — 71 — 71
Dilutive effect of share-based awards — 4 — 8
Common shares outstanding — diluted 2,286 664 1,443 666

Basic net (loss) income per share allocated to common stockholders $ (1.50) $ 1.02 $ (2.09) $ 1.23
Diluted net (loss) income per share allocated to common stockholders $ (1.50) $ 1.01 $ (2.09) $ 1.22
The table below sets forth the Company’s calculated earnings per share (in millions). Earnings per share amounts may not recalculate due to rounding.


	Three Months Ended March 31,
	2023		2022
Numerator:
Net (loss) income	$	(1,060)	$	475
Less:
Allocation of undistributed income to Series A-1 convertible preferred stock	—		(49)
Net income attributable to noncontrolling interests	(8)		(16)
Net income attributable to redeemable noncontrolling interests	(1)		(3)

Net (loss) income allocated to Warner Bros. Discovery, Inc. Series A common stockholders for basic and diluted net (loss) income per share	$	(1,069)	$	407

Add:
Allocation of undistributed income to Series A-1 convertible preferred stockholders	$	—	$	49
Net (loss) income allocated to Warner Bros. Discovery, Inc. Series A common stockholders for diluted net (loss) income per share	$	(1,069)	$	456

Denominator — weighted average:
Common shares outstanding — basic	2,432		591
Impact of assumed preferred stock conversion	—		71
Dilutive effect of share-based awards	—		3
Common shares outstanding — diluted	2,432		665

Basic net (loss) income per share allocated to common stockholders	$	(0.44)	$	0.69
Diluted net (loss) income per share allocated to common stockholders	$	(0.44)	$	0.69

The table below presents the details of share-based awards that were excluded from the calculation of diluted earnings per share (in millions).

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Anti-dilutive share-based awards 57 16 45 6


	Three Months Ended March 31,
	2023	2022
Anti-dilutive share-based awards	62	33

NOTE 3. ACQUISITIONS AND DISPOSITIONS

Acquisitions

WarnerMedia

On April 8, 2022, the Company completed its Merger with the WarnerMedia Business of AT&T. The Merger was executed through a Reverse Morris Trust type transaction, under which WM was distributed to AT&T’s shareholders via a pro-rata distribution, and immediately thereafter, combined with Discovery. Discovery was deemed to be the accounting acquirer of WM.

The Merger combined WM’s content library of popular and valuable intellectual property with Discovery’s global footprint, collection of local-language content and deep regional expertise across more than 220 countries and territories. The Company expects this broad, worldwide portfolio of brands, coupled with its DTC potential and the attractiveness of the combined assets, to result in increased market penetration globally. The Merger is also expected to create significant cost synergies for the Company.

1412

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Purchase Price

The following table summarizes the components of the aggregate purchase consideration paid to acquire WM (in millions) ~~and is subject to adjustments.~~.


Fair value of WBD common stock issued to AT&T shareholders (1)	$	42,309
Estimated fair value of share-based compensation awards attributable to pre-combination services (2)	94
Settlement of preexisting relationships (3)	(27)
~~Preliminary purchase~~Purchase consideration	$	42,376

(1) The fair value of WBD common stock issued to AT&T shareholders represents approximately 1,732 million shares of ~~the Company’s~~WBD common stock multiplied by the closing share price for Discovery Series A common stock of $24.43 on ~~the~~ Nasdaq on the Closing Date. The number of shares of WBD common stock issued in the Merger was determined based on the number of fully diluted shares of Discovery, Inc. common stock immediately prior to the closing of the Merger, multiplied by the quotient of 71%/29%.

(2) This amount represents the value of AT&T restricted stock unit awards that were not vested and were replaced by WBD restricted stock unit awards with similar terms and conditions as the original AT&T awards. The conversion was based on the ratio of the volume-weighted average per share closing price of AT&T common stock on the 10ten trading days prior to the Closing Date and the volume-weighted average per share closing price of WBD common stock on the 10ten trading days following the Closing Date. The fair value of replacement equity-based awards attributable to pre-Merger service was recorded as part of the consideration transferred in the Merger. ~~See Note 14 for additional information.~~

(3) The amount represents the effective settlement of outstanding payables and receivables between the Company and WM. No gain or loss was recognized upon settlement as amounts were determined to be reflective of fair market value.

Balances reflect rounding of dollar and share amounts to millions, which may result in differences for recalculated standalone amounts compared with the amounts presented above. In August 2022, the Company and AT&T finalized the post-closing working capital settlement process, pursuant to section 1.3 of the Separation and Distribution Agreement, which resulted in the Company receiving a $1.2 billion payment from AT&T in the third quarter of 2022.

Preliminary Purchase Price Allocation

The Company applied the acquisition method of accounting to WM, whereby the excess of the fair value of the purchase price paid over the fair value of identifiable net assets acquired and liabilities assumed was allocated to goodwill. Goodwill reflects the assembled workforce of WM as well as revenue enhancements, cost savings and operating synergies that are expected to result from the Merger. The goodwill recorded as part of the Merger has been provisionally allocated to the Studios, Networks and DTC reportable segments in the amount of ~~$8,912~~$9,129 million, ~~$7,016~~$7,076 million and ~~$5,585~~$5,683 million, respectively, and is not deductible for tax purposes.

1513

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The purchase price allocation is preliminary and subject to change. The Company is still evaluating the fair value of film and television library, intangible assets, and income taxes, in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded. The Company has estimated the preliminary fair value of assets acquired and liabilities assumed based on information currently available and will continue to adjust those estimates as additional information pertaining to events or circumstances present at the Closing Date becomes available during the measurement period. The Company ~~will reflect~~reflects measurement period adjustments ~~if any,~~ in the period in which the adjustments occur, and the Company will finalize its accounting for the Merger within one year of the Closing Date. The current period adjustments were $148 million, primarily related to taxes, and were recorded in other noncurrent assets, deferred income taxes and other noncurrent liabilities, with an offset to goodwill.The preliminary allocation of the purchase price to the assets acquired and liabilities assumed, measurement period adjustments, and a reconciliation to total consideration transferred is presented in the table below (in millions).

Preliminary
April 8, 2022

~~Cash~~

~~2,419~~

~~Accounts receivable~~

~~4,224~~

~~Other current assets~~

~~4,619~~

~~Film and television library~~

~~28,729~~

~~Property and equipment~~

~~4,260~~

~~Goodwill~~

~~21,513~~

~~Intangible assets~~

~~44,889~~

~~Other noncurrent assets~~

~~5,206~~

~~Current liabilities~~

~~(10,544)~~

~~Debt assumed~~

~~(41,671)~~

~~Deferred income taxes~~

~~(13,264)~~

~~Other noncurrent liabilities~~

~~(8,004)~~

~~Total consideration paid~~

~~42,376~~


	Preliminary April 8, 2022		Measurement Period Adjustments		Updated Preliminary April 8, 2022
Cash	$	2,419	$	(10)	$	2,409
Accounts receivable	4,224		(60)		4,164
Other current assets	4,619		(149)		4,470
Film and television content rights and games	28,729		(344)		28,385
Property and equipment	4,260		13		4,273
Goodwill	21,513		375		21,888
Intangible assets	44,889		100		44,989
Other noncurrent assets	5,206		309		5,515
Current liabilities	(10,544)		7		(10,537)
Debt assumed	(41,671)		(9)		(41,680)
Deferred income taxes	(13,264)		716		(12,548)
Other noncurrent liabilities	(8,004)		(948)		(8,952)
Total consideration paid	$	42,376	$	—	$	42,376

The preliminary fair values of the assets acquired and liabilities assumed were ~~preliminarily~~ determined using ~~the~~several valuation approaches including, but not limited to, various cost approaches and income ~~cost, and market approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market,~~approaches, such as ~~discounted cash flow analyses,~~relief from royalty, multi -period excess earnings, and thus represent a Level 3 measurement. Significant inputs used in the discounted cash flow analyses and other areas of judgment include (i) historical and projected financial information, (ii) discount rates used to present value future cash flows, (iii) royalty rates, (iv) number of renewals for affiliate contracts, (v) synergies, including cost savings, (vi) tax rates, (vii) economic useful life of assets, and (viii) attrition rates, as relevant, that market participants would consider when estimating fair values. The following are the preliminary fair value approaches followed:


~~Category~~						~~Valuation Method~~
~~Trade names~~						~~Relief from royalty method of the income approach~~
~~Film and TV content library~~						~~Multi-period excess earnings method of the income approach; net book value~~
~~Affiliate contracts~~						~~Multi-period excess earnings method of the income approach~~
~~Franchises~~						~~Multi-period excess earnings method of the income approach~~
~~Other intangible assets~~						~~Multi-period excess earnings method of the income approach~~
~~Licensed content~~						~~Net book value method~~
~~Licensed sports rights~~						~~Differential method, a form of the incremental income approach~~
~~In-place advertising networks~~						~~With-or-without method, a form of the income approach~~
~~Subscriber relationships~~						~~Replacement cost method of the cost approach~~
~~Real estate, property and equipment~~						Cost approach or the income approach, which estimates the value of property based on the income it generates or the market approach, which determines values based on comparable assets purchased under similar conditions
~~Current and noncurrent debt assumed comprising existing debt of WM, the Term Loan, and the Notes~~						~~Quoted prices for identical or similar securities in active markets~~

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

with-or-without.

The table below presents a summary of intangible assets acquired, exclusive of content assets, and the weighted average useful life of these assets.


		Fair Value		Weighted Average Useful Life in Years		Fair Value		Weighted Average Useful Life in Years
Trade names	Trade names	$	21,084	25	Trade names	$	21,084	34
Affiliate, advertising and subscriber relationships	Affiliate, advertising and subscriber relationships	14,700		6	Affiliate, advertising and subscriber relationships	14,800		6
Franchises	Franchises	7,900		35	Franchises	7,900		35
Other intangible assets	Other intangible assets	1,205			Other intangible assets	1,205
Total intangible assets acquired	Total intangible assets acquired	$	44,889		Total intangible assets acquired	$	44,989

The Company incurred ~~transaction-related~~acquisition-related costs of ~~$194~~$47 million and ~~$281~~$87 millionfor the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, respectively. These costs were associated with legal and professional services and integration activities and were recognized as operating expenses on the consolidated statement of operations. Additionally, the expense related to the issuance of additional shares of common stock in connection with the conversion of Advance/Newhouse Programming's Series A-1 Preferred Stock was $789 million and was recorded as a transaction expense in selling, general and administrative expense upon the closing of the Merger. (See Note 2.)

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

As a result of the Merger, ~~WM's~~WM’s assets, liabilities, and operations were included in the ~~Company's~~Company’s consolidated financial statements from the Closing Date. The following table presents WM revenue and earnings as reported within the consolidated financial statements (in millions).

Three ~~and Six~~ Months Ended ~~June 30, 2022~~March 31, 2023

Revenues:

~~Advertising~~

~~1,163~~

Distribution

~~3,526~~ $

3,885

Advertising

1,154

Content

~~2,835~~3,338

Other

~~208~~228

Total revenues

8,605

Inter-segment eliminations

(477)

Net revenues

~~7,732~~8,128

Net loss available to Warner Bros. Discovery, Inc.

~~(2,911)~~(1,047)

Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information presents the combined results of the Company and WM as if the Merger had been completed 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 following table presents the ~~Company's~~Company’s pro forma combined revenues and net income (in millions).

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Revenues $ 10,823 $ 11,211 $ 22,264 $ 21,933
Net loss available to Warner Bros. Discovery, Inc. (2,151) (341) (2,437) (1,912)


	Three Months Ended March 31, 2022

Revenues	$	11,441
Net loss available to Warner Bros. Discovery, Inc.	(299)

The unaudited pro forma combined financial information includes, where applicable, adjustments for (i) additional costs of revenues from the fair value ~~step up~~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 WM on the ~~Company's~~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.

NOTE 4. RESTRUCTURING

In connection with the Merger, the Company has announced and has taken actions to implement projects to achieve cost synergies for the Company. The Company finalized the framework supporting its ongoing restructuring and transformation initiatives during the year ended December 31, 2022, which will include, among other things, strategic content programming assessments, organization restructuring, facility consolidation activities, and other contract termination costs. While the Company’s restructuring efforts are ongoing, the restructuring program is expected to be substantially completed by the end of 2024.

Restructuring by reportable segments and corporate and inter-segment eliminations were as follows (in millions).


	Three Months Ended March 31,
	2023		2022
Studios	$	76	$	—
Networks	3		4
DTC	9		—
Corporate and inter-segment eliminations	7		1

Total restructuring	$	95	$	5

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~Dispositions~~

~~In April 2022,~~During the ~~Company completed the sale~~three months ended March 31, 2023, restructuring charges primarily included contract terminations and facility consolidation activities of ~~its minority interest in Discovery Education for a sale price~~$56 million, organization restructuring of ~~$138~~$35 million, and other charges of $4 million. During the three months ended March 31, 2022, restructuring charges were not material.

Changes in restructuring liabilities recorded ~~a gain of $133 million.~~

~~In June 2021, the Company completed the sale of its Great American Country network to Hicks Equity Partners for a sale price of $90 million~~in accrued liabilities and ~~recorded a gain of $76 million.~~

~~NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS~~

~~Goodwill~~

~~The carrying value~~other noncurrent liabilities by major category and ~~changes in the carrying value of goodwill attributable to each~~by reportable segment and corporate and inter-segment eliminations were as follows (in millions).

U.S.
Networks International
Networks Studios Networks DTC Total
December 31, 2021 $ 10,813 $ 2,099 $ — $ — $ — $ 12,912
Segment recast (See Note 20) (10,813) (2,059) — 10,555 2,317 —
Acquisitions (See Note 3) — — 8,912 7,016 5,585 21,513
Foreign currency translation and other — (40) — (92) (20) (152)
June 30, 2022 $ — $ — $ 8,912 $ 17,479 $ 7,882 $ 34,273


	Studios		Networks		DTC		Corporate and Inter-Segment Eliminations		Total
December 31, 2022	$	156	$	361	$	188	$	159	$	864


Contract termination accruals, net	25		2		—		—		27

Employee termination accruals, net	12		11		5		7		35
Other accruals	—		2		—		—		2
Cash paid	(76)		(207)		(88)		(61)		(432)
March 31, 2023	$	117	$	169	$	105	$	105	$	496

NOTE 5. REVENUES

The ~~carrying amount~~following table presents the Company’s revenues disaggregated by revenue source (in millions).


	Three Months Ended March 31, 2023
	Studios		Networks		DTC		Corporate and Inter-segment Eliminations		Total
Revenues:
Distribution	$	3	$	2,995	$	2,165	$	—	$	5,163
Advertising	3		2,237		103		(45)		2,298
Content	3,027		245		185		(503)		2,954
Other	179		104		2		—		285
Total	$	3,212	$	5,581	$	2,455	$	(548)	$	10,700


	Three Months Ended March 31, 2022
	Studios		Networks		DTC		Corporate and Inter-segment Eliminations		Total
Revenues:
Distribution	$	—	$	1,120	$	232	$	—	$	1,352
Advertising	—		1,430		46		—		1,476
Content	5		316		2		—		323
Other	—		7		1		—		8
Total	$	5	$	2,873	$	281	$	—	$	3,159

Contract Liabilities and Contract Assets

The following table presents contract liabilities on the consolidated balance sheets (in millions).


Category	Balance Sheet Location	March 31, 2023		December 31, 2022


Contract liabilities	Deferred revenues	$	1,603	$	1,694
Contract liabilities	Other noncurrent liabilities	379		361

For the three months ended March 31, 2023 and 2022, respectively, revenues of ~~goodwill at the Networks segment~~$856 million and $295 million were recognized that were included ~~accumulated impairments of $1.6 billion~~in deferred revenues as of ~~June 30,~~December 31, 2022 and December 31, ~~2021. The carrying amount of goodwill at the Studios and DTC segments did~~2021, respectively.Contract assets were not ~~include any accumulated impairments~~material as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~

~~Intangible Assets~~

~~Finite-lived intangible assets consisted of the following (in millions, except years).~~

Weighted
Average
Amortization
Period (Years) June 30, 2022 December 31, 2021
Gross Accumulated
Amortization Net Gross Accumulated
Amortization Net
Intangible assets subject to amortization:
Trademarks and trade names 32 $ 22,918 $ (1,064) $ 21,854 $ 1,716 $ (858) $ 858
Customer relationships 8 24,029 (6,307) 17,722 9,433 (4,303) 5,130
Franchises 35 7,900 (51) 7,849 — — —
Character rights 14 995 (16) 979 — — —
Other 6 569 (249) 320 395 (227) 168
Total $ 56,411 $ (7,687) $ 48,724 $ 11,544 $ (5,388) $ 6,156

Amortization expense relating to finite-lived intangible assets was $2,004 million and $268 million for the three months ended June 30, 2022 and 2021, respectively, and $2,439 million and $548 million for the six months ended June 30, 2022 and 2021, respectively.

~~Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in millions).~~

Remaining 2022 2023 2024 2025 2026 Thereafter
Amortization expense $ 3,790 $ 6,497 $ 4,976 $ 3,600 $ 2,590 $ 27,271

~~Indefinite-lived intangible assets not subject to amortization (in millions):~~


2022.	~~June 30, 2022~~		~~December 31, 2021~~
~~Trademarks~~	$	—	$	~~161~~

1816

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~Impairment Analysis~~

During the second quarter of 2022, the Company performed a qualitative goodwill impairment assessment for all reporting units in conjunction with the change in its segment presentation, and determined that it was more likely than not that the fair value of those reporting units exceeded their carrying values; therefore, no quantitative goodwill impairment analysis was performed.

~~NOTE 5. RESTRUCTURING AND OTHER CHARGES~~

~~Restructuring and other charges by reportable segments and corporate were as follows (in millions).~~

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Studios $ 200 $ — $ 200 $ —
Networks 308 7 312 21
DTC 475 — 475 1
Corporate 50 — 51 —
Total restructuring and other charges $ 1,033 $ 7 $ 1,038 $ 22

Restructuring charges include content impairments of $496 million, employee terminations of $208 million, and content development write-offs of $329 million for the three months ended June 30, 2022. Content impairments and development write-offs resulted from a global strategic review of content following the Merger. Employee terminations relate to cost reduction efforts and management changes. These charges resulted from activities to integrate WM and establish an efficient cost structure.

~~Changes in restructuring and other liabilities recorded in accrued liabilities by major category and by reportable segment and corporate were as follows (in millions).~~
U.S. Networks International Networks Studios Networks DTC Corporate Total
December 31, 2021 $ 4 $ 13 $ — $ — $ — $ 2 $ 19
Segment recast (See Note 20) (4) (13) — 15 — 2 —
Acquisitions (See Note 3) — — 40 — 14 55 109
Employee termination accruals, net — — 54 16 13 126 209
Cash paid — — (10) (6) (3) (15) (34)
June 30, 2022 $ — $ — $ 84 $ 25 $ 24 $ 170 $ 303

~~NOTE 6. REVENUES~~

~~The following table presents the Company’s revenues disaggregated by revenue source (in millions).~~

Three Months Ended June 30, 2022
Studios Networks DTC Corporate Total
Revenues:
Advertising $ 10 $ 2,624 $ 96 $ (9) $ 2,721
Distribution 4 2,841 1,993 — 4,838
Content 2,636 220 132 (924) 2,064
Other 146 57 4 (3) 204
Total $ 2,796 $ 5,742 $ 2,225 $ (936) $ 9,827

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Three Months Ended June 30, 2021
Studios Networks DTC Corporate Total
Revenues:
Advertising $ — $ 1,601 $ 33 $ — $ 1,634
Distribution — 1,132 180 — 1,312
Content 2 96 2 — 100
Other — 15 1 — 16
Total $ 2 $ 2,844 $ 216 $ — $ 3,062

Six Months Ended June 30, 2022
Studios Networks DTC Corporate Total
Revenues:
Advertising $ 10 $ 4,054 $ 142 $ (9) $ 4,197
Distribution 4 3,961 2,225 — 6,190
Content 2,641 536 134 (924) 2,387
Other 146 64 5 (3) 212
Total $ 2,801 $ 8,615 $ 2,506 $ (936) $ 12,986

Six Months Ended June 30, 2021
Studios Networks DTC Corporate Total
Revenues:
Advertising $ — $ 2,993 $ 50 $ — $ 3,043
Distribution — 2,281 289 — 2,570
Content 7 202 3 — 212
Other — 28 1 — 29
Total $ 7 $ 5,504 $ 343 $ — $ 5,854

~~Reserves for Credit Losses~~

Reserves for accounts receivable reflect expected credit losses, which are estimated based on historical experience, as well as current and expected economic conditions and industry trends. The allowance for credit losses was $138 million at June 30, 2022 and $54 million at December 31, 2021. The increase was primarily attributable to the acquisition of existing WM receivables in the Merger with WM. The corresponding expense for the expected credit losses is reflected in selling, general and administrative expenses.

~~Contract Assets and Liabilities~~

A contract asset is recorded when revenue is recognized in advance of the Company's right to bill and receive consideration and that right is conditioned upon something other than the passage of time. A contract liability, such as deferred revenue, is recorded when the Company has recorded billings in conjunction with its contractual right or when cash is received in advance of the Company's performance.

~~The following table presents contract assets and liabilities on the consolidated balance sheets (in millions).~~

Category Balance Sheet Location June 30, 2022 December 31, 2021
Contract Assets Prepaid expenses and other current assets $ 12 $ —
Contract Assets Other noncurrent assets 26 —
Contract Liabilities Deferred revenues 1,663 478
Contract Liabilities Other noncurrent liabilities 242 95

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

The change in deferred revenue for the six months ended June 30, 2022 primarily reflects an increase of $1,476 million related to the Merger and cash payments received for which the performance obligation was not satisfied prior to the end of the period, partially offset by $347 million of revenues recognized that were included in the deferred revenue balance at December 31, 2021. Revenue recognized for the six months ended June 30, 2021 related to the deferred revenue balance at December 31, 2020 was $162 million.

~~Transaction Price Allocated to~~ Remaining Performance Obligations

~~Most~~As of ~~the Company's distribution contracts are licenses~~March 31, 2023, $11,888 million of ~~functional intellectual property where~~ revenue is derived from royalty-based arrangements, for which the guidance allows the application of a practical expedient to record revenues as a function of royalties earned to date instead of estimating incremental royalty contract revenue. Accordingly, in these instances revenue is recognized based upon the royalties earned to date. However, there are certain other distribution arrangements that are fixed price or contain minimum guarantees that extend beyond one year. The Company recognizes revenue for fixed fee distribution contracts on a monthly basis based on minimum monthly fees; by calculating one twelfth of annual license fees specified in its distribution contracts; or based on the pro-rata fees earned calculated on the license fees specified in the distribution contract. The transaction price allocated to remaining performance obligations within these fixed price or minimum guarantee distribution revenue contracts was $2.7 billion as of June 30, 2022 and is expected to be recognized ~~over the next seven years.~~

~~The Company's content licensing contracts and sports sublicensing deals are licenses of functional intellectual property. The transaction price allocated to~~from remaining performance obligations ~~on these contracts was $5.2 billion as~~under our long-term contracts. The following table presents a summary of ~~June 30, 2022 and is expected to be recognized over the next seven years.~~

~~The Company's brand licensing contracts are licenses of symbolic intellectual property. The transaction price allocated to~~ remaining performance obligations ~~on these contracts was $2.3 billion as of June 30, 2022 and is expected to be recognized over the next 21 years.~~by contract type (in millions).

The Company's advertising contracts are principally generated from the sale of advertising campaigns comprised of multiple commercial units. In contracts with guaranteed impressions, we have identified the overall advertising campaign as the performance obligation to be satisfied over time, and impressions delivered against the satisfaction of our guarantee as the measure of progress. Certain of these arrangements extend beyond one year. The transaction price allocated to remaining performance obligations on these long-term contracts was $595 million as of June 30, 2022 and is expected to be recognized over the next three years.

Contract Type

March 31, 2023

Duration

Distribution - fixed price or minimum guarantee

4,379

Through 2031

Content licensing and sports sublicensing

4,424

Through 2026

Brand licensing

2,322

Through 2043

Advertising

763

Through 2027

Total

11,888

The value of unsatisfied performance obligations disclosed above does not include: (i) contracts involving variable consideration for which revenues are recognized in accordance with the sales or usage-based royalty exception, and (ii) contracts with an original expected length of one year or less, such as most advertising contracts; however for content licensing revenues, including revenues associated with the licensing of theatrical and television product for television and streaming services, the Company has included all contracts regardless of duration.

NOTE 7.6. SALES OF RECEIVABLES

Revolving Receivables Program

The Company has a revolving agreement to transfer up to $6,000 million of certain receivables through its bankruptcy-remote subsidiary Warner Bros. Discovery Receivables Funding, LLC to various financial institutions on a recurring basis in exchange for cash equal to the gross receivables transferred. The Company services sold receivables for a fee and pays fees to the financial institution in connection with this revolving agreement. This agreement is subject to renewal on an annual basis and the transfer limit may be expanded from time to time. As customers pay their balances the Company’s available capacity under this revolving agreement increases and typically the Company transfers additional receivables into the program. Our bankruptcy-remote consolidated subsidiary held ~~$1,287~~$3,453 million ~~of cash and $1,838 million~~of pledged receivables as of ~~June 30, 2022~~March 31, 2023 in connection with ~~this~~the Company’s revolving ~~agreement. The gross value of the proceeds received results in derecognition of~~ receivables and the obligations assumed are recorded at fair value. The obligation is subsequently adjusted for changes in estimated expected credit losses and interest rates, which are considered Level 3 fair value measurements since the inputs are unobservable.program. For the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, the Company has recognized ~~a $41~~$33 million ~~net loss~~ inselling, general and administrative ~~expense~~expenses from the revolving receivables program in the consolidated statements of operations. The outstanding portfolio of receivables derecognized from our consolidated balance sheets was ~~$5,700~~$5,300 million as of ~~June 30, 2022.~~March 31, 2023.

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

The following table presents a summary of receivables sold (in millions).


	Three Months Ended ~~June 30, 2022~~March 31, 2023
Gross receivables sold/cash proceeds received	$	~~3,205~~2,779
Collections reinvested under revolving agreement	~~(3,505)~~(2,845)
Net cash proceeds ~~received~~remitted	$	~~(300)~~(66)
Net receivables sold	$	~~3,198~~2,698
Obligations recorded (Level 3)	$	98148

The following table presents a summary of the amounts transferred or pledged (in millions):


	~~June 30, 2022~~
~~Gross receivables pledged as collateral~~	$	~~1,838~~
~~Restricted cash pledged as collateral~~	$	~~1,287~~
~~Balance sheet classification:~~

~~Receivables, net~~	$	~~1,629~~
~~Prepaid expenses and other current assets~~	$	~~1,287~~

~~Other noncurrent assets~~	$	~~209~~


	March 31, 2023		December 31, 2022
Gross receivables pledged as collateral	$	3,453	$	3,468
Restricted cash pledged as collateral	$	—	$	150
Balance sheet classification:
Receivables, net	$	3,275	$	3,015
Prepaid expenses and other current assets	$	—	$	150
Other noncurrent assets	$	178	$	453

Accounts Receivable Factoring

The Company has a factoring agreement to sell certain of its non-U.S. trade accounts receivable on a non-recourse basis to a third-party financial institution. The Company accounts for these transactions as sales in accordance with ASC 860, "Transfers and Servicing", when its continuing involvement subsequent to the transfer is limited to providing certain servicing and collection actions on behalf of the purchaser of the designated trade accounts receivable. Proceeds from amounts factored are recorded as an increase to cash and cash equivalents and a reduction to receivables, net in the consolidated balance sheets. Cash received is also reflected as cash provided by operating activities in the consolidated statements of cash flows. Total trade accounts receivable sold under the Company’s factoring ~~arrangements were $103~~arrangement was $72 million ~~as of June 30, 2022.~~for the three months ended March 31, 2023. The impact to the consolidated statements of operations was immaterial for the three ~~and six~~ months ended ~~June 30, 2022.~~March 31, 2023. This accounts receivable factoring agreement is separate and distinct from the revolving receivables program.

2217

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 8.7. CONTENT RIGHTS

For purposes of amortization and impairment, ~~the~~ capitalized content costs are grouped based on their predominant monetization strategy: individually or as a group. Programming rights include content licensed from third parties, such as film, television and sports rights. The table below presents the components of content rights (in millions).


		June 30, 2022								March 31, 2023
			Predominantly Monetized Individually		Predominantly Monetized as a Group		Total				Predominantly Monetized Individually		Predominantly Monetized as a Group		Total
Theatrical film production costs:	Theatrical film production costs:								Theatrical film production costs:
Released, less amortization	Released, less amortization		$	3,120	$	—	$	3,120	Released, less amortization		$	2,032	$	—	$	2,032
Completed and not released	Completed and not released		318		—		318		Completed and not released		637		—		637
In production	In production		1,865		—		1,865		In production		1,545		—		1,545
Development and pre-production			144		—		144
In development									In development		96		—		96

Television production costs:	Television production costs:								Television production costs:
Released, less amortization	Released, less amortization		1,585		7,010		8,595		Released, less amortization		2,216		6,325		8,541
Completed and not released	Completed and not released		649		733		1,382		Completed and not released		608		540		1,148
In production	In production		490		3,711		4,201		In production		322		4,558		4,880
Development and pre-production			37		19		56
In development									In development		47		15		62
Total theatrical film and television production costs	Total theatrical film and television production costs		$	8,208	$	11,473	$	19,681	Total theatrical film and television production costs		$	7,503	$	11,438	$	18,941

Programming and game costs:
Programming costs, less amortization (a)							10,288
Programming rights, less amortization									Programming rights, less amortization						6,763
Game development costs, less amortization	Game development costs, less amortization						656		Game development costs, less amortization						513
Total film and television content rights and games	Total film and television content rights and games						30,625		Total film and television content rights and games						26,217
Less: Current content rights and prepaid license fees, net	Less: Current content rights and prepaid license fees, net						(505)		Less: Current content rights and prepaid license fees, net						(744)
Total noncurrent film and television content rights and games, net							$	30,120
Total noncurrent film and television content rights and games									Total noncurrent film and television content rights and games						$	25,473


	December 31, 2022
		Predominantly Monetized Individually		Predominantly Monetized as a Group		Total
Theatrical film production costs:
Released, less amortization		$	3,544	$	—	$	3,544
Completed and not released		507		—		507
In production		1,700		—		1,700
In development		95		—		95

Television production costs:
Released, less amortization		2,200		6,513		8,713
Completed and not released		939		310		1,249
In production		427		4,424		4,851
In development		30		15		45
Total theatrical film and television production costs		$	9,442	$	11,262	$	20,704

Programming rights, less amortization						5,843
Game development costs, less amortization						650
Total film and television content rights and games						27,197
Less: Current content rights and prepaid license fees, net						(545)
Total noncurrent film and television content rights and games						$	26,652

2318

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

December 31, 2021
Predominantly Monetized Individually Predominantly Monetized as a Group Total
Theatrical film production costs:
Released, less amortization $ — $ — $ —
Completed and not released — — —
In production — — —
Development and pre-production — — —
Television production costs:
Released, less amortization 9 2,432 2,441
Completed and not released — — —
In production — 770 770
Development and pre-production — 17 17
Total theatrical film and television production costs $ 9 $ 3,219 3,228
Programming and game costs:
Programming costs, less amortization (a)
849
Game development costs, less amortization —
Total film and television content rights 4,077
Less: Current content rights and prepaid license fees, net (245)
Total noncurrent film and television content rights, net $ 3,832


~~(a)~~ ~~Includes the costs of licensed programming rights, including payments that have been made prior to the related rights being received (primarily for sports).~~

Content ~~expense~~amortization consisted of the following (in millions).

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Monetized individually
Content amortization $ 1,927 $ 25 $ 2,177 $ 49
Content impairments 94 — 94 —
Total content expense monetized individually $ 2,021 $ 25 $ 2,271 $ 49
Monetized as a group
Content amortization $ 3,189 $ 747 $ 3,908 $ 1,466
Content impairments 408 1 412 1
Total content expense monetized as a group $ 3,597 $ 748 $ 4,320 $ 1,467
Total content expense $ 5,618 $ 773 $ 6,591 $ 1,516


	Three Months Ended March 31,
	2023		2022

Predominately monetized individually	$	1,531	$	251





Predominately monetized as a group	3,096		718



Total content amortization	$	4,627	$	969

Content expense includes amortization, impairments, and development expense and is generally a component of costs of revenues on the consolidated statements of operations. ~~Content impairments for~~For the three ~~and six~~ months ended June 30, 2022 of $496 million and $501 million, respectively, and content development write-offs of $329 million for the three and six months ended June 30, 2022 were due to the abandonment of certain content categories in connection with the strategic realignment of content following the Merger and are reflected in restructuring and other charges in the Studios, Networks and DTC segments. NoMarch 31, 2023, total content impairments were ~~recorded as a component of restructuring and other charges for~~$96 million. For the three ~~and six~~ months ended ~~June 30, 2021.~~March 31, 2022, content impairments were not material.

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

NOTE 9.8. INVESTMENTS

The Company’s equity investments consisted of the following, ~~net of investments recorded in other noncurrent liabilities~~ (in millions).


Category	Category	Balance Sheet Location	Ownership	June 30, 2022		December 31, 2021		Category	Balance Sheet Location	Ownership	March 31, 2023		December 31, 2022
Equity method investments:	Equity method investments:							Equity method investments:
The Chernin Group (TCG) 2.0-A, LP	The Chernin Group (TCG) 2.0-A, LP	Other noncurrent assets	44%	$	352	$	—	The Chernin Group (TCG) 2.0-A, LP	Other noncurrent assets	44%	$	291	$	313
nC+	nC+	Other noncurrent assets	32%	129		151		nC+	Other noncurrent assets	32%	143		135
Other	Other	Other noncurrent assets		683		390		Other	Other noncurrent assets		590		614
Total equity method investments	Total equity method investments			1,164		541		Total equity method investments			1,024		1,062

Investments with readily determinable fair values	Investments with readily determinable fair values	Other noncurrent assets		45		80		Investments with readily determinable fair values	Other noncurrent assets		53		28
Investments with readily determinable fair values		Prepaid expenses and other current assets		14		40
Total investments with readily determinable fair values				59		120

Investments without readily determinable fair values	Investments without readily determinable fair values	Other noncurrent assets		637		496		Investments without readily determinable fair values	Other noncurrent assets (a)		449		498
Total investments	Total investments			$	1,860	$	1,157	Total investments			$	1,526	$	1,588

(a) Investments without readily determinable fair values included $27 million as of March 31, 2023 and $10 million as of December 31, 2022 that were included in prepaid expenses and other current assets.

Equity Method Investments

Investments in equity method investees are those for which the Company has the ability to exercise significant influence but does not control and is not the primary beneficiary or the entity is not a VIE and the Company does not have a controlling financial interest. In conjunction with the Merger, the Company acquired $671 million of equity method investments. Impairment losses are recorded in loss from equity investees, net on the consolidated statements of operations. Impairment losses for the three and six months ended June 30, 2022 were not material.

Certain of the ~~Company's~~Company’s other equity method investments are VIEs, for which the Company is not the primary beneficiary. As of ~~June 30, 2022,~~March 31, 2023, the Company’s maximum exposure for all of its unconsolidated VIEs, including the investment carrying values and unfunded contractual commitments made on behalf of VIEs, was approximately ~~$810~~$725 million. The ~~Company's~~Company’s maximum estimated exposure excludes the non-contractual future funding of VIEs. The aggregate carrying values of these VIE investments were ~~$772~~$703 million as of ~~June 30, 2022~~March 31, 2023 and ~~$126~~$720 million as of December 31, ~~2021.~~2022. VIE gains and losses are recorded in loss from equity investees, net on the consolidated statements of operations, and were not material for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.

Equity Investments ~~with~~Without Readily Determinable Fair ~~Value~~Values Assessed Under the Measurement Alternative

~~Investments in entities or other securities in which~~During the three months ended March 31, 2023, the Company ~~has no control or significant influence, is not the primary beneficiary, and have a~~concluded that its other equity method investments without readily determinable fair ~~value are classified as equity investments with readily determinable fair value. The investments are measured at~~values had decreased $68 million in fair value ~~based on~~as a ~~quoted market~~result of observable price ~~per unit~~changes in ~~active markets multiplied by~~orderly transactions for the ~~number~~identical or similar investment of ~~units held without consideration of transaction costs (Level 1). Gains and losses are~~the same issuer. The decrease in fair value is recorded in other (expense) income, net on the consolidated statements of operations.

~~The gains and losses related to~~ (See Note 14). As of March 31, 2023, the ~~Company's~~Company had recorded cumulative impairments of $297 millionfor its equity method investments ~~with~~without readily determinable fair ~~values for the three and six months ended June 30, 2022 and 2021 are summarized in the table below (in millions).~~

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Net (losses) gains recognized during the period on equity securities $ (41) $ 29 $ (61) $ 62
Less: Net gains recognized on equity securities sold — — — 16
Unrealized (losses) gains recognized during reporting period on equity securities still held at the reporting date $ (41) $ 29 $ (61) $ 46
values.

2519

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~Equity investments without readily determinable fair values assessed under the measurement alternative~~

Equity investments without readily determinable fair value include ownership rights that either (i) do not meet the definition of in-substance common stock or (ii) do not provide the Company with control or significant influence and these investments do not have readily determinable fair values.

~~In conjunction with the Merger, the Company acquired~~$156 million in equity method investments without readily determinable fair values. During the six months ended June 30, 2022, the Company did not invest in any material equity investments without readily determinable fair values and concluded there were no indicators that a change in fair value had taken place. As of June 30, 2022, the Company had recorded cumulative upward adjustments of $9 million and cumulative impairments of $88 million for its equity investments without readily determinable fair values.

NOTE ~~10.~~9. DEBT

The table below presents the components of outstanding debt (in millions).


		Weighted-Average Interest Rate as of June 30, 2022		June 30, 2022		December 31, 2021			Weighted-Average Interest Rate as of March 31, 2023		March 31, 2023		December 31, 2022
Term loans with maturities of 3 years or less	Term loans with maturities of 3 years or less	2.32	%	$	6,500	$	—	Term loans with maturities of 3 years or less	6.01	%	$	2,500	$	4,000
Floating rate senior notes with maturities of 5 years or less	Floating rate senior notes with maturities of 5 years or less	2.31	%	500		—		Floating rate senior notes with maturities of 5 years or less	6.20	%	500		500
Senior notes with maturities of 5 years or less	Senior notes with maturities of 5 years or less	3.60	%	13,742		4,314		Senior notes with maturities of 5 years or less	3.92	%	15,964		12,759
Senior notes with maturities between 5 and 10 years	Senior notes with maturities between 5 and 10 years	4.25	%	10,373		4,128		Senior notes with maturities between 5 and 10 years	4.28	%	8,607		10,373
Senior notes with maturities greater than 10 years	Senior notes with maturities greater than 10 years	5.11	%	21,644		6,745		Senior notes with maturities greater than 10 years	5.11	%	21,644		21,644
Total debt	Total debt	0		52,759		15,187		Total debt			49,215		49,276
Unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting, net	Unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting, net			(274)		(428)		Unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting, net			(285)		(277)
Debt, net of unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting,				52,485		14,759
Debt, net of unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting								Debt, net of unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting			48,930		48,999
Current portion of debt	Current portion of debt			(1,097)		(339)		Current portion of debt			(3,496)		(365)
Noncurrent portion of debt	Noncurrent portion of debt			$	51,388	$	14,420	Noncurrent portion of debt			$	45,434	$	48,634

During the three months ended ~~June 30, 2022,~~March 31, 2023 the Company ~~repaid $3.5~~issued $1.5 billion of 6.412% fixed rate senior notes due March 2026. After March 2024, the senior notes are redeemable at par plus accrued and unpaid interest. The proceeds were used to pay $1.5 billion of aggregate principal amount outstanding of ~~its~~the Company’s term ~~loans~~loan prior to the due ~~October 2023 and~~date of April 2025. The Company also ~~assumed $41.5 billion~~repaid $106 million of aggregate principal amount outstanding of its senior notes ~~(at par value) and term loans during the Merger.~~due February 2023.

During the three months ended March 31, 2022, the Company repaid in full at maturity $327 million aggregate principal amount outstanding of its 2.375% Euro Denominated Senior Notes due March 2022.

In the third quarter of 2021, the Company redeemed in full $168 million aggregate principal amount outstanding of its 3.300% Senior Notes due May 2022 and $62 million aggregate principal amount outstanding of its 3.500% Senior Notes due June 2022. In the first quarter of 2021, the Company redeemed in full $335 million aggregate principal amount outstanding of its 4.375% Senior Notes due June 2021.

~~The redemptions during 2022 and 2021 resulted in an immaterial loss on extinguishment of debt.~~

As of ~~June 30, 2022,~~March 31, 2023, all senior notes are fully and unconditionally guaranteed by the Company, Scripps Networks Interactive, Inc. ("(“Scripps ~~Networks"~~Networks”), Discovery Communications, LLC ~~("DCL"~~(“DCL”) (to the extent it is not the primary obligor on such senior notes), and WarnerMedia Holdings, Inc. (to the extent it is not the primary obligor on such senior notes), except for ~~$1.5~~$1.4 billion of senior notes of the legacy WarnerMedia Business assumed by the Company in connection with the Merger and $23 million of un-exchanged senior notes issued by Scripps Networks. Additionally, the term loans of WarnerMedia Holdings, Inc., made under the ~~$10~~$10.0 billion term loan credit agreement (the ~~"Term~~“Term Loan Credit ~~Agreement"~~Agreement”), are fully and unconditionally guaranteed by the Company, Scripps Networks, and DCL.

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Revolving Credit Facility and Commercial Paper Programs

~~In June 2021, DCL entered into~~The Company has a multicurrency revolving credit agreement (the “Revolving Credit Agreement”)~~, replacing the existing $2.5 billion credit agreement, dated February 4, 2016, as amended. Following the Merger, DCL~~ and has the capacity to borrow up to $6.0 billion under the Revolving Credit Agreement (the “Credit Facility”). The ~~Revolving Credit Agreement includes a $150 million sublimit for the issuance of standby letters of credit. DCL~~Company may also request additional commitments up to $1$1.0 billion from the lenders upon the satisfaction of certain conditions. ~~Obligations under the Revolving Credit Agreement are unsecured and are fully and unconditionally guaranteed by the Company, Scripps Networks, and WarnerMedia Holdings, Inc.~~ The Credit Facility will be available on a revolving basis until June 2026, with an option for up to 2 additional 364-day renewal periods subject to the lenders' consent. The Revolving Credit Agreement contains customary representations and warranties as well as affirmative and negative covenants.

~~Additionally, the Company's~~Company’s commercial paper program is supported by the Credit Facility. ~~Under the commercial paper program, the Company may issue up to $1.5 billion, including up to $500 million of euro-denominated borrowings.~~ Borrowing capacity under the Credit Facility is effectively reduced by any outstanding borrowings under the commercial paper program.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had no outstanding borrowings under ~~the~~its Credit Facility or ~~the~~its commercial paper program.

Credit Agreement Financial Covenants

The Revolving Credit Agreement and the Term Loan Credit Agreement (together, the “Credit Agreements”) include financial covenants that require the Company to maintain a minimum consolidated interest coverage ratio of 3.00 to 1.00 and a maximum adjusted consolidated leverage ratio of 5.75 to 1.00 following the closing of the Merger, with step-downs to 5.00 to 1.00 and 4.50 to 1.00 on the first and second anniversaries of the closing, respectively. As of ~~June 30, 2022,~~March 31, 2023, DCL ~~and WarnerMedia Holdings, Inc. were~~was in compliance with all covenants and there were no events of default under the Credit Agreements.

~~NOTE 11. LEASES~~

The Company has operating and finance leases for transponders, office space, studio facilities, and other equipment. Our leases have remaining lease terms of up to 15 years, some of which include options to extend the leases for up to 10 years. Most leases are not cancelable prior to their expiration. In conjunction with the Merger, the Company acquired $2,493 million and $47 million of operating and finance lease right-of-use assets, respectively.

~~The components of lease cost were as follows (in millions):~~
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Operating lease cost $ 116 $ 26 $ 138 $ 53
Finance lease cost:
Amortization of right-of-use assets $ 20 $ 14 $ 37 $ 28
Interest on lease liabilities 2 2 4 4
Total finance lease cost $ 22 $ 16 $ 41 $ 32
Variable lease cost $ 6 $ 1 $ 7 $ 4
Total lease cost $ 144 $ 43 $ 186 $ 89

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~Supplemental cash flow information related to leases was as follows (in millions):~~
Six Months Ended June 30,
2022 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ (142) $ (56)
Operating cash flows from finance leases $ (7) $ (4)
Financing cash flows from finance leases $ (39) $ (33)
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 7 $ 7
Finance leases $ 23 $ 59

~~Supplemental balance sheet information related to leases was as follows (in millions):~~
Category Location on
Balance Sheet June 30, 2022 December 31, 2021
Operating Leases
Operating lease right-of-use assets Other noncurrent assets $ 2,918 $ 535
Operating lease liabilities (current) Accrued liabilities $ 335 $ 62
Operating lease liabilities (noncurrent) Other noncurrent liabilities 2,678 567
Total operating lease liabilities $ 3,013 $ 629
Finance Leases
Finance lease right-of-use assets Property and equipment, net $ 275 $ 249
Finance lease liabilities (current) Accrued liabilities $ 78 $ 58
Finance lease liabilities (noncurrent) Other noncurrent liabilities 206 197
Total finance lease liabilities $ 284 $ 255

June 30, 2022 December 31, 2021
Weighted average remaining lease term (in years):
Operating leases 11 12
Finance leases 5 5
Weighted average discount rate:
Operating leases 3.83 % 2.94 %
Finance leases 3.13 % 3.57 %

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~Maturities of lease liabilities as of June 30, 2022 were as follows (in millions):~~
Operating Leases Finance Leases
2022 (excluding the two quarters ended June 30, 2022) $ 260 $ 79
2023 425 75
2024 373 57
2025 319 37
2026 289 26
Thereafter 2,070 34
Total lease payments 3,736 308
Less: Imputed interest (723) (24)
Total $ 3,013 $ 284

As of June 30, 2022, the Company has additional leases that have not yet commenced with total minimum lease payments of $1,175 million, primarily related to facility leases. The remaining leases will commence between 2022 and 2023, have lease terms of 3 to 27 years, and include options to extend the terms for up to 10 additional years.

NOTE ~~12.~~10. DERIVATIVE FINANCIAL INSTRUMENTS

~~The~~In the normal course of business, the Company is exposed to foreign currency exchange rate and interest rate fluctuations. As part of its risk management strategy, the Company uses derivative financial instruments, ~~to modify its exposure to market risks from changes in~~primarily foreign currency ~~exchange rates~~forward contracts, fixed-to-fixed currency swaps, and interest ~~rates.~~rate swaps, to hedge certain foreign currency and interest rate exposures. The Company’s objective is to reduce earnings volatility by offsetting gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them. The Company does not enter into or hold derivative financial instruments for speculative trading purposes.

The following table summarizes the impact of derivative financial instruments on the Company’s consolidated balance sheets (in millions). There were no amounts eligible to be offset under master netting agreements as of March 31, 2023 and December 31, 2022. The fair value of the Company’s derivative financial instruments was determined using a market-based approach (Level 2).


	March 31, 2023										December 31, 2022
			Fair Value										Fair Value
	Notional		Prepaid expenses and other current assets		Other non- current assets		Accounts payable and accrued liabilities		Other non- current liabilities		Notional		Prepaid expenses and other current assets		Other non- current assets		Accounts payable and accrued liabilities		Other non- current liabilities
Cash flow hedges:
Foreign exchange	$	2,031	$	55	$	33	$	47	$	21	$	1,382	$	49	$	35	$	42	$	25
Cross-currency swaps	495		4		67		—		—		482		3		58		—		—

Net investment hedges: (a)
Cross-currency swaps	1,728		20		11		18		49		1,778		20		12		—		73

Fair value hedges:
Interest rate swaps	1,500		13		—		—		1		—		—		—		—		—
No hedging designation:
Foreign exchange	939		1		1		5		98		976		5		1		3		96
Cross-currency swaps	139		—		—		1		—		139		3		—		—		3

Total return swaps	373		7		—		—		—		291		—		—		13		—



Total			$	100	$	112	$	71	$	169			$	80	$	106	$	58	$	197

(a) Excludes €164 million of euro-denominated notes ($179 million and $174 million equivalent at March 31, 2023 and December 31, 2022, respectively) designated as net investment hedges. (See Note 9.)

Derivatives Designated for Hedge Accounting

Cash Flow Hedges

~~On January 1, 2022, the Company discontinued hedge accounting for certain forward starting interest rate swap contracts with a total notional value of $2 billion.~~ The Company ~~previously recognized a gain of $33 million in accumulated other comprehensive loss that will be amortized as an adjustment~~uses foreign exchange forward contracts to ~~interest expense, net over~~mitigate the ~~respective terms of future issuances of debt. Subsequently, the~~foreign currency risk related to revenues, production rebates and production expenses.

The Company unwound and settled the contracts and received cash of $122 million, including an $89 million realized gain for changes in fair market value between the dedesignation date and settlement date that was recognized in other (expense) income, net in the consolidated statements of operations.

~~In connection with the Merger, the Company acquired 2 cash flow hedging programs~~uses fixed-to-fixed cross-currency swaps to mitigate foreign currency risk including $922 million notional of production expense hedges and $776 million notional of production rebate hedges. These cash flow hedging programs are carried at fair market value using the spot method, with fair market value changes recorded in other comprehensive income until the production airs. Excluded components of the fair market value, including forward points, are included in current earnings.

~~Net Investment Hedges~~

~~During the three months ended March 31, 2022, the Company unwound and settled certain fixed-to-fixed cross-currency swaps with a total notional value of $705 million~~ associated with the Company's Euro functional subsidiaries. The Company recognized a realized gain of $10 million related to the excluded component of the hedge relationship in other (expense) income, net in the consolidated statements of operations, and recognized a gain of $6 million in accumulated other comprehensive loss.

Also during the three months ended March 31, 2022, the Company executed cross currency swaps with a notional value of $664 million with expiration dates in 2025 to replace the aforementioned swaps that matured.

~~During the three months ended June 30, 2022, the Company unwound and settled certain cross-currency swaps with a total notional value of $2 billion and recorded a gain of $78 million.~~

~~In connection with the Merger, the company also acquired $173 million of Euro~~its British Pound Sterling denominated ~~debt that is designated as a net investment hedge with all fair market value changes accounted for as currency translation adjustments.~~

~~No Hedging Designation~~

During the three months ended March 31, 2022, the Company dedesignated, unwound and settled forward starting interest rate swap contracts with a total notional value of $5.0 billion, swaption collars with a total notional value of $2.5 billion, and purchase payer swaptions with a total notional value of $7.5 billion. The Company received cash of $474 million upon settlement, including $142 million in premiums paid at execution during 2021, resulting in a gain of $332 million that was recognized in other (expense) income, net in the consolidated statements of operations.debt.

2921

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Also during the three months ended March 31, 2022, the Company executed and subsequently settled treasury locks with a total notional value of $14.5 billion. The Company received cash of $90 million upon settlement, resulting in a gain of $90 million that was recognized in other (expense) income, net in the consolidated statements of operations.

Finally, during the three months ended March 31, 2022, the Company unwound and settled a foreign exchange forward contract with a notional value of $375 million associated with the Company's Euro denominated debt that was paid in full at maturity. The Company recognized a loss of $48 million in other (expense) income, net in the consolidated statements of operations.

The company acquired $322 million of economic hedges to mitigate foreign currency risk for production expenses that are not designated for hedge accounting. The fair market value changes of these derivatives are expensed to other (expense) income, net.

The following table summarizes the impact of derivative financial instruments on the Company's consolidated balance sheets (in millions). There were no amounts eligible to be offset under master netting agreements as of June 30, 2022 and December 31, 2021. The fair value of the Company's derivative financial instruments was determined using a market-based approach (Level 2).

June 30, 2022 December 31, 2021
Fair Value Fair Value
Notional Prepaid expenses and other current assets Other non-
current assets Accounts payable and accrued liabilities Other non-
current liabilities Notional Prepaid expenses and other current assets Other non-
current assets Accounts payable and accrued liabilities Other non-
current liabilities
Cash flow hedges:
Foreign exchange $ 2,196 $ 31 $ 54 $ 80 $ 15 $ 777 $ 14 $ — $ 2 $ —
Interest rate swaps — — — — — 2,000 44 — 11 —
Net investment hedges: (a)
Cross-currency swaps 1,620 16 29 — 59 3,512 54 61 20 76
No hedging designation:
Foreign exchange 806 4 1 — 98 1,020 — — 34 66
Interest rate swaps — — — — — 15,000 126 28 9 5
Cross-currency swaps 139 3 2 — — 139 3 — — 5
Total $ 54 $ 86 $ 80 $ 172 $ 241 $ 89 $ 76 $ 152

~~(a)~~ ~~Excludes £400 million of sterling notes ($486 million equivalent at June 30, 2022) and €164 million of euro-denominated notes ($173 million equivalent at~~ ~~June 30, 2022) designated as a net investment hedges. (See Note 10.)~~

The following table presents the pre-tax impact of derivatives designated as cash flow hedges on income and other comprehensive (loss) income ~~(loss)~~ (in millions).

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Gains (losses) recognized in accumulated other comprehensive loss:
Foreign exchange - derivative adjustments $ (7) $ (7) $ (20) $ 30
Interest rate - derivative adjustments — (134) — 126
Gains (losses) reclassified into income from accumulated other comprehensive loss:
Foreign exchange - advertising revenue — — 1 —
Foreign exchange - distribution revenue (2) 2 2 (1)
Foreign exchange - costs of revenues 18 — 19 —
Interest rate - interest expense, net (1) (1) (1) (1)

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~


	Three Months Ended March 31,
	2023		2022
Gains (losses) recognized in accumulated other comprehensive loss:
Foreign exchange - derivative adjustments	$	1	$	(13)

Gains (losses) reclassified into income from accumulated other comprehensive loss:
Foreign exchange - distribution revenue	(1)		4
Foreign exchange - advertising revenue	—		1
Foreign exchange - costs of revenues	2		1
Interest rate - interest expense, net	1		—

If current fair values of designated cash flow hedges as of ~~June 30, 2022~~March 31, 2023 remained static over the next twelve months, the amount the Company would reclassify ~~$5 million of net deferred losses~~ from accumulated other comprehensive loss into income in the next twelve ~~months.~~months would not be material for the current fiscal year. The maximum length of time the Company is hedging exposure to the variability in future cash flows is 3332 years.

Net Investment Hedges

The Company uses fixed-to-fixed cross currency swaps to mitigate foreign currency risk associated with the net assets of non-USD functional entities and foreign denominated debt.

The following table presents the pre-tax impact of derivatives designated as net investment hedges on other comprehensive (loss) income ~~(loss)~~ (in millions). Other than amounts excluded from effectiveness testing, there were no other gains (losses) reclassified from accumulated other comprehensive loss to income during the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~
Three Months Ended June 30,
Amount of gain (loss) recognized in AOCI Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing) Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
2022 2021 2022 2021
Cross currency swaps $ 52 $ (5) Interest expense, net $ 7 $ 11
Euro-denominated notes (foreign denominated debt) 6 — N/A — —
Sterling notes (foreign denominated debt) 41 (3) N/A — —
Total $ 99 $ (8) $ 7 $ 11
2022.


		Six Months Ended June 30,																Three Months Ended March 31,
		Amount of gain (loss) recognized in AOCI				Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)		Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)										Amount of gain (loss) recognized in AOCI								Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)		Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
		2022		2021			2022			2021						2023				2022							2023			2022
Cross currency swaps	Cross currency swaps	$	71	$	47		Interest expense, net			$	22			$	21		Cross currency swaps			$	22			$	19		Interest expense, net			$	5			$	15

Euro denominated notes (foreign denominated debt)		6		—		N/A		—				—
Euro-denominated notes (foreign denominated debt)														Euro-denominated notes (foreign denominated debt)				5				—				N/A		—				—
Sterling notes (foreign denominated debt)	Sterling notes (foreign denominated debt)	54		(8)		N/A		—				—		Sterling notes (foreign denominated debt)				—				13				N/A		—				—
Total	Total	$	131	$	39			$	22			$	21	Total				$	27			$	32					$	5			$	15

Fair Value Hedges

During the three months ended March 31, 2023, the Company issued $1.5 billion of 6.412% fixed rate senior notes due March 2026. Simultaneously, the Company entered into a fixed-to-floating interest rate swap designated as a fair value hedge to allow the Company to mitigate the variability in the fair value of its senior notes due to fluctuations in the benchmark interest rate. Changes in the fair value of the senior note and the interest rate swap are recorded in interest expense, net.

The following table presents fair value hedge adjustments to hedged borrowings (in millions).


	Carrying Amount of Hedged Borrowings				Cumulative Amount of Fair Value Hedging Adjustments Included in Hedged Borrowings
Balance Sheet Location	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022

Noncurrent portion of debt	$	1,512	$	—	$	12	$	—

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following table presents the pretax impact of derivatives designated as fair value hedges on income, including offsetting changes in fair value of the hedged items (in millions).


	Three Months Ended March 31,
	2023		2022
Loss on changes in fair value of hedged fixed rate debt (1)	$	(12)	$	—
Gains on changes in the fair value of derivative contracts (1)	12		—

Total in interest expense, net	$	—	$	—

(1) Accrued interest related to the hedged debt and derivative contracts is excluded from the amounts above and was not material as of March 31, 2023.

Derivatives Not Designated for Hedge Accounting

Prior to the Merger, the Company was exposed to interest rate risk associated with the expected issuance of debt related to the Merger. To mitigate this risk, the Company entered into interest rate swaps and subsequently unwound them prior to the Merger.

As part of the Merger, the Company acquired deferred compensation plans that have risk related to the fair value gains and losses on these investments and entered into total return swaps to mitigate this risk. The gains and losses associated with these swaps are recorded to selling, general and administrative expenses, offsetting the deferred compensation investment gains and losses.

As production spend occurs or when rebate receivables are recognized, the aforementioned forward contracts designated as cash flow hedges are unwound and de-designated. After de-designation, gains and losses on these derivatives directly impact earnings in the same line as the hedged risk.

The following table presents the pretax gains (losses) on derivatives not designated as hedges and recognized in other (expense) income, net in the consolidated statements of operations (in millions).


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Interest rate swaps	Interest rate swaps	$	—	$	—	$	512	$	—	Interest rate swaps	$	—	$	512
Cross-currency swaps		7		1		7		6

Foreign exchange derivatives	Foreign exchange derivatives	(31)		(2)		(46)		(27)		Foreign exchange derivatives	3		(15)
Total in other (expense) income, net	Total in other (expense) income, net	$	(24)	$	(1)	$	473	$	(21)	Total in other (expense) income, net	$	3	$	497
Total return swaps (selling, general and administrative expense)										Total return swaps (selling, general and administrative expense)	18		—
Total										Total	$	21	$	497

NOTE ~~13.~~11. FAIR VALUE MEASUREMENTS

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities carried at fair value are classified in the following three categories:


Level 1	–	Quoted prices for identical instruments in active markets.
Level 2	–	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3	–	Valuations derived from techniques in which one or more significant inputs are unobservable.

3123

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The tables below present assets and liabilities measured at fair value on a recurring basis (in millions).


			June 30, 2022										March 31, 2023
Category	Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total		Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets	Assets										Assets
Cash equivalents:	Cash equivalents:										Cash equivalents:
Time deposits	Time deposits	Cash and cash equivalents	$	—	$	39	$	—	$	39	Time deposits	Cash and cash equivalents	$	—	$	148	$	—	$	148

Equity securities:	Equity securities:										Equity securities:
Money market fund	Money market fund	Cash and cash equivalents	2		—		—		2		Money market fund	Cash and cash equivalents	3		—		—		3

Mutual funds		Prepaid expenses and other current assets	26		—		—		26

Mutual funds	Mutual funds	Other noncurrent assets	231		—		—		231		Mutual funds	Prepaid expenses and other current assets	9		—		—		9
Company-owned life insurance contracts	Company-owned life insurance contracts	Other noncurrent assets	—		100		—		100		Company-owned life insurance contracts	Prepaid expenses and other current assets	—		3		—		3
Mutual funds											Mutual funds	Other noncurrent assets	240		—		—		240
Company-owned life insurance contracts											Company-owned life insurance contracts	Other noncurrent assets	—		95		—		95
Time deposits											Time deposits	Other noncurrent assets	—		10		—		10

Total	Total		$	259	$	139	$	—	$	398	Total		$	252	$	256	$	—	$	508
Liabilities	Liabilities										Liabilities
Deferred compensation plan	Deferred compensation plan	Accrued liabilities	$	52	$	—	$	—	$	52	Deferred compensation plan	Accrued liabilities	$	70	$	—	$	—	$	70
Deferred compensation plan	Deferred compensation plan	Other noncurrent liabilities	615		—		—		615		Deferred compensation plan	Other noncurrent liabilities	603		—		—		603
Total	Total		$	667	$	—	$	—	$	667	Total		$	673	$	—	$	—	$	673

December 31, 2021
Category Balance Sheet Location Level 1 Level 2 Level 3 Total
Assets
Cash equivalents:
Time deposits Cash and cash equivalents $ — $ 426 $ — $ 426
Equity securities:
Money market funds Cash and cash equivalents 425 — — 425
Mutual funds Prepaid expenses and other current assets 12 — — 12
Company-owned life insurance contracts Prepaid expenses and other current assets — 1 — 1
Mutual funds Other noncurrent assets 215 — — 215
Company-owned life insurance contracts Other noncurrent assets — 32 — 32
Total $ 652 $ 459 $ — $ 1,111
Liabilities
Deferred compensation plan Accrued Liabilities $ 21 $ — $ — $ 21
Deferred compensation plan Other noncurrent liabilities 238 — — 238
Total $ 259 $ — $ — $ 259

Equity securities include money market funds, time deposits, investments in mutual funds held in separate trusts, which are owned as part of the Company's supplemental retirement plans, and company-owned life insurance contracts. The fair value of Level 1 equity securities was determined by reference to the quoted market price per share in active markets multiplied by the number of shares held without consideration of transaction costs. The fair value of the deferred compensation plan liability was determined based on the fair value of the related investments elected by employees. Changes in the fair value of the investments are recorded in other (expense) income, net and changes in the deferred compensation liability are recorded in selling, general and administrative expense. Company-owned life insurance contracts are recorded at their cash surrender value, which approximates fair value (Level 2).


		December 31, 2022
Category	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Time deposits	Cash and cash equivalents	$	—	$	50	$	—	$	50

Equity securities:
Money market funds	Cash and cash equivalents	20		—		—		20

Mutual funds	Prepaid expenses and other current assets	14		—		—		14
Company-owned life insurance contracts	Prepaid expenses and other current assets	—		1		—		1
Mutual funds	Other noncurrent assets	243		—		—		243
Company-owned life insurance contracts	Other noncurrent assets	—		94		—		94
Time deposits	Other noncurrent assets	—		8		—		8
Total		$	277	$	153	$	—	$	430
Liabilities
Deferred compensation plan	Accrued liabilities	$	73	$	—	$	—	$	73
Deferred compensation plan	Other noncurrent liabilities	590		—		—		590
Total		$	663	$	—	$	—	$	663

In addition to the financial instruments listed in the tables above, the Company ~~has~~holds other financial instruments, including cash deposits, accounts receivable, accounts payable, term loans, and senior notes. The carrying values for such financial instruments, other than the senior notes, each approximated their fair values as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. The estimated fair value of the Company’s outstanding senior notes, including accrued interest, using quoted prices from over-the-counter markets, considered Level 2 inputs, was ~~$42.1~~$41.6 billion and ~~$17.2~~$38.0 billion as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

The ~~Company's~~Company’s derivative financial instruments are discussed in Note ~~12,~~10, its investments with readily determinable fair value are discussed in Note 9,8, and the obligation for its revolving receivable program is discussed in Note 7.6.

3224

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE ~~14.~~12. SHARE-BASED COMPENSATION

The Company has various incentive plans under which ~~performance-based~~performance based restricted stock units ~~("PRSUs"~~(“PRSUs”), ~~service-based~~service based restricted stock units ~~("RSUs"~~(“RSUs”), ~~stock options,~~ and stock ~~appreciation rights ("SARs")~~options have been issued. In connection with the Merger, AT&T RSUs subject to time based vesting held by WM employees were replaced with WBD RSUs granted on comparable terms upon closing of the Merger, increasing RSU expense, grants and unrecognized compensation expense for the three and six months ended June 30, 2022 compared to the three and six months ended June 30, 2021.

The table below presents the components of share-based compensation expense (in millions), which is recorded in selling, general and administrative expense in the consolidated statements of operations.
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
PRSUs $ (1) $ (7) $ 2 $ 12
RSUs $ 128 $ 29 $ 166 $ 51
Stock options $ 23 $ 16 $ 41 $ 26
SARs $ — $ (7) $ 1 $ 6
Total share-based compensation expense $ 150 $ 31 $ 210 $ 95
Tax benefit recognized $ 31 $ 7 $ 40 $ 15

The table below presents awards granted (in millions, except weighted-average grant price).
Six Months Ended June 30, 2022
Awards Weighted-Average Grant Price
Awards granted:
PRSUs 0.4 $ 28.11
RSUs 30.1 $ 24.75
Stock options 0.4 $ 32.90


	Three Months Ended March 31, 2023
	Awards	Weighted-Average Grant Price
Awards granted:
PRSUs	4.0	$	15.41
RSUs	26.2	$	15.00
Stock options	2.2	$	15.02

The table below presents unrecognized compensation cost related to non-vested share-based awards and the weighted-average amortization period over which these expenses will be recognized as of ~~June 30, 2022~~March 31, 2023 (in millions, except years).
Unrecognized Compensation Cost Weighted-Average Amortization Period
(years)
PRSUs $ 3 0.5
RSUs 696 2.3
Stock options 188 3.8
Total unrecognized compensation cost $ 887

Of the $696 million of unrecognized compensation cost related to RSUs, $41 million is related to cash-settled RSUs. Stock-settled RSUs are expected to be recognized over a weighted-average period of 2.4 years and cash-settled RSUs are expected to be recognized over a weighted-average period of 2.2 years.


	Unrecognized Compensation Cost		Weighted-Average Amortization Period (years)
PRSUs	$	62	2.1
RSUs	790		2.4
Stock options	160		3.2

Total unrecognized compensation cost	$	1,012

NOTE ~~15.~~13. INCOME TAXES

~~The income tax balances as of June 30, 2022 are inclusive of the WM Business as a result of the Merger.~~ Income tax benefit was ~~$836 million and $635~~$178 million for the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023, and income tax expense was ~~$2 million and $108~~$201 million for the three ~~and six~~ months ended ~~June 30, 2021, respectively.~~March 31, 2022. The decrease in the three months ended ~~June 30, 2022~~March 31, 2023 was primarily attributable to a decrease in pre-tax book ~~income, partially offset by an unfavorable tax adjustment related to the preferred stock conversion transaction expense~~discussed in Note 2, which was not deductible for tax purposes, and a deferred tax benefit of $162 million recorded in the three months ended June 30, 2021 as a result of the UK Finance Act 2021 that was enacted in June 2021.

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

income.

Income tax benefit for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 reflects an effective income tax rate that differs from the federal statutory tax rate primarily attributable to the effect of foreign operations, ~~which included taxation~~changes in uncertain tax positions, and ~~allocation of income and losses among multiple foreign jurisdictions,~~ state and local income ~~taxes, and the non-tax deductible preferred stock conversion transaction expense discussed above.~~taxes.

On April 8, 2022, the Company completed its merger with the WM business. In connection with the merger, the Company entered into a tax matters agreement (“TMA”) with AT&T. Pursuant to the TMA, the Company is responsible for tax liabilities related to the periods prior to AT&T's ownership of the business (June 14, 2018), and AT&T is responsible for tax liabilities related to the period for which they owned the business (June 15, 2018 through April 8, 2022).~~The Company is fully indemnified by AT&T for any tax liabilities arising for the period June 15, 2018 through April 8, 2022.~~ As of June 30, 2022, the Company has recorded reserves for uncertain tax positions and the associated interest and penalties payable related to WM of $860 million and $187 million, respectively, through purchase accounting. Indemnification receivables of $286 million were also recorded during the three months ended June 30, 2022.

With respect to uncertain tax positions related to jurisdictions that have joint and several liability among members of the AT&T tax filing group during the AT&T ownership period, the Company recognizes only the amount they expect to pay to the taxing authorities after considering the contractual indemnification agreement with AT&T and AT&T’s ability to settle any disputed positions with the taxing authorities. As of June 30, 2022, the Company has not recorded any liabilities for uncertain tax positions or indemnification receivables related to matters that were attributable to jurisdictions that have joint and several liability among members of the AT&T filing group since AT&T was determined to be the primary obligor.

~~As of June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the ~~Company's~~Company’s reserves for uncertain tax positions totaled ~~$1,386~~$2,195 millionand ~~$420~~$1,929 million, respectively. The increase in the reserve for uncertain tax positions ~~at June 30, 2022~~as of March 31, 2023 is primarily attributable to tax reserves that were recorded in 2023 through purchase accounting related to the Merger. It is reasonably possible that the total amount of unrecognized tax benefits related to certain of the ~~Company's~~Company’s uncertain tax positions could decrease by as much as ~~$256~~$165 million within the next twelve months as a result of ongoing audits, lapses of statutes of limitations or regulatory developments.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had accrued approximately ~~$258~~$492 million and ~~$60~~$413 million, respectively, of total interest and penalties payable related to unrecognized tax benefits. The increase in the ~~accrual for~~ interest and penalties ~~payable at June 30, 2022 is primarily attributable~~accrual as of March 31, 2023 includes interest and penalty accruals recorded in 2023 through purchase accounting related to the Merger. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

~~NOTE 16. BENEFIT PLANS~~

The Company has a defined benefit pension plan that covers certain U.S.-based employees and a non-qualified unfunded Supplemental Executive Retirement Plan that provides defined pension benefits to eligible executives. In connection with the Merger, the Company also assumed 4 additional U.S. nonqualified pension plans that are noncontributory and unfunded and several non-U.S. pension plans. The 4 U.S. plans consist of the Time Warner Excess Benefit Plan (the “Excess plan”), the Retirement Accumulation Plan (“RAP”), the Supplemental Executive Retirement Plan (“SERP”) and the Wealth Accumulation Plan (“WAP”) (together, the “U.S. Nonqualified Plans”). The U.S. Nonqualified Plans were closed to new entrants during 2010. The Excess plan and RAP are both frozen to new benefit accruals. SERP and WAP only have retirees remaining. The pension formula for the Excess plan captured pay above compensation limits or benefit limits. RAP is a cash balance type formula and now provides only interest credits.

The Company also holds net assets and net liabilities on behalf of other U.S. and non-U.S. pension plans. The plan provisions vary by plan and by country. Some of these plans are unfunded and all are noncontributory.

~~Obligations and Funded Status~~

For all of the acquired defined benefit pension plans, the benefit obligation is the projected benefit obligation, the actuarial present value, as of our April 8, 2022 measurement date, of all benefits attributed by the pension benefit formula to employee service rendered to that date. The amount of benefits to be paid depends on a number of future events incorporated into the pension benefit formula, including estimates of the average life of employees and their beneficiaries and average years of service rendered. It is measured based on assumptions concerning future interest rates and future employee compensation levels, as applicable.

The unfunded status of the acquired U.S. Nonqualified Plans as of April 8, 2022 was a liability of $278 million. The unfunded status represents a pension benefit obligation of $278 million, with no plan assets. The funded status of the acquired non-U.S. pension plans as of April 8, 2022 was a net asset of $146 million. The funded status represents a pension benefit obligation of $659 million less the fair value of the plan assets of $805 million.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~Total assets (liabilities) recognized for all acquired pension plans on our consolidated balance sheets were as follows (in millions).~~


	~~April 8, 2022~~
~~Plan assets, net~~	$	~~200~~
~~Current portion of employee benefit obligation~~	~~(27)~~
~~Noncurrent portion of employee benefit obligation~~	~~(305)~~
~~Net amount recognized~~	$	~~(132)~~

~~Net Periodic Pension Cost~~

The service cost component of net periodic pension cost is recorded in operating expenses in the consolidated statements of operations, while the remaining components are recorded in other (expense) income, net. Net periodic pension cost was not material for the three and six months ended June 30, 2022 and 2021.

~~Assumptions~~

~~In determining the projected benefit obligation and the net pension and postretirement benefit cost for the acquired plans, the Company used the following significant weighted-average assumptions.~~

April 8, 2022
U.S. Nonqualified Plans Non-U.S. Pension Plans
Discount rate 3.89 % 2.51 %
Long-term rate of return on plan assets N/A 1.61 %
Rate of compensation increases N/A 5.82 %

NOTE ~~17.~~14. SUPPLEMENTAL DISCLOSURES

The following tables present supplemental information related to the consolidated financial statements (in millions).

~~Accrued Liabilities~~Other (Expense) Income, net

~~Accrued liabilities~~Other (expense) income, net, consisted of the following (in millions):.
June 30, 2022 December 31, 2021
Accrued participation and residuals $ 3,007 $ —
Accrued production 1,461 4
Content rights payable 1,453 772
Accrued payroll and related benefits 1,432 533
Other accrued liabilities 2,926 921
Total accrued expenses and other current liabilities $ 10,279 $ 2,230


	Three Months Ended March 31,
	2023		2022

Foreign currency (losses) gains, net	$	(93)	$	11
Gains on derivative instruments, net	3		497

Change in the value of investments with readily determinable fair value	29		(20)


Change in fair value of equity investments without readily determinable fair value	(68)		—



Other income, net	56		2
Total other (expense) income, net	$	(73)	$	490

~~Other (Expense) Income, net~~Supplemental Cash Flow Information
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Foreign currency (losses) gain, net $ (81) $ (5) $ (70) $ 47
(Losses) gains on derivative instruments, net (24) (1) 473 (21)
Change in the value of investments with readily determinable fair value (70) 29 (90) 46
Gain on sale of equity method investments 133 (1) 133 4
Change in fair value of equity investments without readily determinable fair value — 81 — 81
Other (expense) income, net (9) 2 (7) 16
Total other (expense) income, net $ (51) $ 105 $ 439 $ 173


	Three Months Ended March 31,
	2023		2022
Cash paid for taxes, net	$	312	$	97
Cash paid for interest, net	920		186
Non-cash investing and financing activities:




Accrued purchases of property and equipment	33		26
Assets acquired under finance lease and other arrangements	29		13

Cash, Cash Equivalents, and Restricted Cash


	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	2,594	$	3,731
Restricted cash - recorded in prepaid expenses and other current assets (1)	45		199
Total cash, cash equivalents, and restricted cash	$	2,639	$	3,930

(1) Restricted cash primarily includes cash posted as collateral related to the Company’s revolving receivables and hedging programs. (See Note 6 and Note 10).

Goodwill Impairment Analysis

During the three months ended March 31, 2023, the Company performed goodwill impairment monitoring procedures for all of its reporting units and identified no indicators of impairment or triggering events. Due to declining levels of global GDP growth, a weakening advertising market associated with the Company’s Networks reporting unit, and execution risk associated with anticipated growth in the Company’s DTC reporting unit, the Company will continue to monitor its reporting units for changes that could impact recoverability.

Assets Held for Sale

In 2022, the Company classified its Ranch Lot and Knoxville office building and land as assets held for sale. The Company reclassified $209 million to prepaid expenses and other assets on the consolidated balance sheet during 2022 and stopped recording depreciation on the assets. The Knoxville office building and land was sold during the three months ended March 31, 2023.

3526

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~Supplemental Cash Flow Information~~
Six Months Ended June 30,
2022 2021
Cash paid for taxes, net $ 442 $ 249
Cash paid for interest, net 390 337
Non-cash investing and financing activities:
Equity issued for the acquisition of WarnerMedia 42,309 —
Accrued purchases of property and equipment 47 32
Assets acquired under finance lease and other arrangements 27 50
Supplier Finance Programs

~~Cash, Cash Equivalents, and Restricted Cash~~
June 30, 2022 December 31, 2021
Cash and cash equivalents $ 2,575 $ 3,905
Restricted cash - recorded in prepaid expenses and other current assets (1)
1,321 —
Total cash, cash equivalents, and restricted cash $ 3,896 $ 3,905
(1) Restricted cash primarily includes cash posted as collateral related to the Company’s revolving receivables program. (See Note 7.)

~~Other Comprehensive Income (Loss) Adjustments~~

~~The table below presents~~Consistent with customary industry practice, the ~~tax effects~~Company generally pays certain content producers at or near the completion of the production cycle. In these arrangements, content producers may earn fees upon contractual milestones to be invoiced at or near completion of production. In these instances, the Company accrues the content in progress in accordance with the contractual milestones. Certain of the Company’s content producers sell their related receivables to ~~each component~~a bank intermediary who provides payments that coincide with these contractual production milestones upon confirmation with the Company of ~~other comprehensive income (loss) and reclassifications made~~our obligation to the content producer. This confirmation does not involve a security interest in the underlying content or otherwise result in the payable receiving seniority with respect to other payables of the Company. As of March 31, 2023 and December 31, 2022, the Company has confirmed $246 million and $273 million, respectively, of accrued content producer liabilities. These amounts were outstanding and unpaid by the Company and were recorded in accrued liabilities on the consolidated ~~statements~~balance sheets, given the principal purpose of ~~operations (in millions).~~
Three Months Ended June 30, 2022 Three Months Ended June 30, 2021

Pretax
Tax benefit (expense)

Net-of-tax

Pretax
Tax benefit (expense)

Net-of-tax
Currency translation adjustments:
Unrealized gains (losses):
Foreign currency $ (560) $ 2 $ (558) $ 121 $ (2) $ 119
Net investment hedges 97 (27) 70 (13) 2 (11)
Total currency translation adjustments (463) (25) (488) 108 — 108
Derivative adjustments:
Unrealized (losses) gains (7) — (7) (141) 29 (112)
Reclassifications from other comprehensive income to net income (15) 4 (11) (1) 1 —
Total derivative adjustments (22) 4 (18) (142) 30 (112)
Other comprehensive (loss) income adjustments $ (485) $ (21) $ (506) $ (34) $ 30 $ (4)

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Six Months Ended June 30, 2022 Six Months Ended June 30, 2021
Pretax Tax benefit (expense) Net-of-tax Pretax Tax benefit Net-of-tax
Currency translation adjustments:
Unrealized (losses) gains:
Foreign currency $ (665) $ 2 $ (663) $ (109) $ 14 $ (95)
Net investment hedges 119 (41) 78 29 7 36
Reclassifications:
Loss on disposition (2) — (2) — — —
Total currency translation adjustments (548) (39) (587) (80) 21 (59)
Derivative adjustments:
Unrealized (losses) gains (20) 1 (19) 156 (33) 123
Reclassifications from other comprehensive income to net income (21) 4 (17) 2 — 2
Total derivative adjustments (41) 5 (36) 158 (33) 125
Other comprehensive (loss) income adjustments $ (589) $ (34) $ (623) $ 78 $ (12) $ 66
the arrangement is to allow producers access to funds prior to the typical payment due date and the arrangement does not significantly change the nature of the payables and does not significantly extend the payment terms beyond the industry norms. Invoices processed through the program are subject to a one-year maximum tenor. The Company does not incur any fees or expenses associated with the paying agent services, and this service may be terminated by the Company or the financial institution upon 30 days’ notice. At, or near, the production completion date (invoice due date), the Company pays the financial institution the stated amounts for confirmed producer invoices. These payments are reported as cash flows from operating activities.

Accumulated Other Comprehensive Loss

The table below presents the changes in the components of accumulated other comprehensive loss, net of taxes (in millions).


		Three Months Ended June 30, 2022									Three Months Ended March 31, 2023
		Currency Translation		Derivatives		Pension Plan and SERP Liability		Accumulated Other Comprehensive Loss			Currency Translation		Derivatives		Pension Plan and SERP Liability		Accumulated Other Comprehensive Loss
Beginning balance	Beginning balance	$	(944)	$	10	$	(13)	$	(947)	Beginning balance	$	(1,498)	$	14	$	(39)	$	(1,523)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(488)		(7)		—		(495)		Other comprehensive income (loss) before reclassifications	426		3		(9)		420
Reclassifications from accumulated other comprehensive loss to net income	Reclassifications from accumulated other comprehensive loss to net income	—		(11)		—		(11)		Reclassifications from accumulated other comprehensive loss to net income	—		(2)		—		(2)
Other comprehensive income (loss)	Other comprehensive income (loss)	(488)		(18)		—		(506)		Other comprehensive income (loss)	426		1		(9)		418

Ending balance	Ending balance	$	(1,432)	$	(8)	$	(13)	$	(1,453)	Ending balance	$	(1,072)	$	15	$	(48)	$	(1,105)

Three Months Ended June 30, 2021
Currency Translation Derivatives Pension Plan and SERP Liability Accumulated
Other
Comprehensive Loss
Beginning balance $ (722) $ 156 $ (15) $ (581)
Other comprehensive income (loss) 108 (112) — (4)
Ending balance $ (614) $ 44 $ (15) $ (585)

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Six Months Ended June 30, 2022
Currency Translation Derivatives Pension Plan and SERP Liability Accumulated Other Comprehensive Loss
Beginning balance $ (845) $ 28 $ (13) $ (830)
Other comprehensive (loss) before reclassifications (585) (19) — (604)
Reclassifications from accumulated other comprehensive loss to net income (2) (17) — (19)
Other comprehensive (loss) (587) (36) — (623)
Ending balance $ (1,432) $ (8) $ (13) $ (1,453)


		Six Months Ended June 30, 2021									Three Months Ended March 31, 2022
		Currency Translation		Derivatives		Pension Plan and SERP Liability		Accumulated Other Comprehensive Loss			Currency Translation		Derivatives		Pension Plan and SERP Liability		Accumulated Other Comprehensive Loss
Beginning balance	Beginning balance	$	(555)	$	(81)	$	(15)	$	(651)	Beginning balance	$	(845)	$	28	$	(13)	$	(830)
Other comprehensive (loss) income before reclassifications		(59)		123		—		64
Other comprehensive income (loss) before reclassifications										Other comprehensive income (loss) before reclassifications	(97)		(12)		—		(109)
Reclassifications from accumulated other comprehensive loss to net income	Reclassifications from accumulated other comprehensive loss to net income	—		2		—		2		Reclassifications from accumulated other comprehensive loss to net income	(2)		(6)		—		(8)
Other comprehensive (loss) income		(59)		125		—		66

Other comprehensive income (loss)										Other comprehensive income (loss)	(99)		(18)		—		(117)

Ending balance	Ending balance	$	(614)	$	44	$	(15)	$	(585)	Ending balance	$	(944)	$	10	$	(13)	$	(947)

NOTE ~~18.~~15. RELATED PARTY TRANSACTIONS

In the normal course of business, the Company enters into transactions with related parties. Related parties include entities that share common directorship, such as Liberty Global plc (“Liberty Global”), Liberty Broadband Corporation ("(“Liberty ~~Broadband"~~Broadband”) and their subsidiaries ~~and equity method investees~~ (collectively the “Liberty Group”). The Company’s Board of Directors includes Dr. John Malone, who is Chairman of the Board of Liberty Global and Liberty Broadband and beneficially owns approximately 30% and 48% of the aggregate voting power with respect to the election of directors of Liberty ~~Global. Dr. Malone is also Chairman of the Board of~~Global and Liberty Broadband, ~~and beneficially owns approximately 47% of the aggregate voting power with respect to the election of directors of Liberty Broadband.~~respectively. The majority of the revenue earned from the Liberty Group relates to multi-year network distribution arrangements. Related party transactions also include revenues and expenses for content and services provided to or acquired from equity method investees, or minority partners of consolidated subsidiaries.

~~The table below presents a summary of the transactions with related parties (in millions).~~
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Revenues and service charges:
Liberty Group $ 535 $ 165 $ 693 $ 340
Equity method investees 179 68 237 124
Other 156 24 189 51
Total revenues and service charges $ 870 $ 257 $ 1,119 $ 515
Expenses $ (166) $ (57) $ (242) $ (114)
Distributions to noncontrolling interests and redeemable noncontrolling interests $ (40) $ (30) $ (264) $ (213)

~~The table below presents receivables due from and payables due to related parties (in millions).~~
June 30, 2022 December 31, 2021
Receivables $ 821 $ 172
Payables $ 38 $ 23

3827

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The table below presents a summary of the transactions with related parties (in millions).


	Three Months Ended March 31,
	2023		2022
Revenues and service charges:
Liberty Group	$	518	$	158
Equity method investees	175		58
Other	47		33
Total revenues and service charges	$	740	$	249
Expenses	$	99	$	76
Distributions to noncontrolling interests and redeemable noncontrolling interests	$	237	$	224

The table below presents receivables due from and payables due to related parties (in millions).


	March 31, 2023		December 31, 2022
Receivables	$	354	$	338
Payables	$	23	$	38

NOTE ~~19.~~16. COMMITMENTS AND CONTINGENCIES

~~Commitments~~

In the normal course of business, the Company enters into various commitments, which primarily include programming, film licensing, talent arrangements and other agreements, operating and finance leases (see Note 11), arrangements to purchase various goods and services, long-term debt (see Note 10) and future funding commitments to equity method investees (in millions).

Long-Term Debt
Year Ending December 31, Content Other Purchase Obligations Pension and Other Employee Obligations Principal Interest Total
2022 (remaining six months) $ 5,658 $ 1,148 $ 321 $ — $ 1,133 $ 8,260
2023 6,468 932 463 1,349 2,243 11,455
2024 5,223 463 225 4,271 2,159 12,341
2025 3,807 289 100 9,647 1,863 15,706
2026 2,512 105 67 790 1,729 5,203
Thereafter 10,880 101 232 36,702 27,487 75,402
Total $ 34,548 $ 3,038 $ 1,408 $ 52,759 $ 36,614 $ 128,367

Content purchase obligations include commitments and liabilities associated with third-party producers and sports associations for content that airs on our television networks. Production contracts generally require purchase of a specified number of episodes, and/or payments over the term of the license, and include both programs that have been delivered and are available for airing and programs that have not yet been produced or sporting events that have not yet taken place. If the content is ultimately never produced, our commitments expire without obligation. The commitments disclosed above exclude content liabilities recognized on the consolidated balance sheets.

Other purchase obligations include agreements with certain vendors and suppliers for the purchase of goods and services whereby the underlying agreements are enforceable, legally binding and specify all significant terms. Significant purchase obligations include transmission services, television rating services, marketing commitments and research, equipment purchases, and information technology and other services. Some of these contracts do not require the purchase of fixed or minimum quantities and generally may be terminated with a 30-day to 60-day advance notice without penalty, and are not included in the table above past the 30-day to 60-day advance notice period.

Other purchase obligations also include future funding commitments to equity method investees. Although the Company had funding commitments to equity method investees as of June 30, 2022, the Company may also provide uncommitted additional funding to its equity method investments in the future. (See Note 9.)

Pension and other employee obligations include payments to meet minimum funding requirements of our pension plans in 2022, estimated benefit payments for our SERP that exceed plan assets, and employment agreements primarily with creative talent for the WM broadcast networks. Payments for the SERP have been estimated over a ~~ten-year period. While benefit payments under these plans are expected to continue beyond 2031, we believe it is not practicable to estimate payments beyond this period. (See Note 16.)~~

~~Six Flags Guarantee~~

In connection with WM’s former investment in the Six Flags (as defined below) theme parks located in Georgia and Texas (collectively, the “Parks”), in 1997, certain subsidiaries of the Company agreed to guarantee (the “Six Flags Guarantee”) certain obligations of the partnerships that hold the Parks (the “Partnerships”) for the benefit of the limited partners in such Partnerships, including, annual payments made to the Parks or to the limited partners and additional obligations at the end of the respective terms for the Partnerships in 2027 and 2028 (the “Guaranteed Obligations”). The aggregate gross undiscounted estimated future cash flow requirements covered by the Six Flags Guarantee over the remaining term (through 2028) are $544 million. To date, no payments have been made by us pursuant to the Six Flags Guarantee.

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Six Flags Entertainment Corporation (formerly known as Six Flags, Inc. and Premier Parks Inc.) (“Six Flags”), which has the controlling interest in the Parks, has agreed, pursuant to a subordinated indemnity agreement (the “Subordinated Indemnity Agreement”), to guarantee the performance of the Guaranteed Obligations when due and to indemnify the Company, among others, if the Six Flags Guarantee is called upon. If Six Flags defaults on its indemnification obligations, we have the right to acquire control of the managing partner of the Parks. Six Flags’ obligations to us are further secured by its interest in all limited partnership units held by Six Flags.

Based on our evaluation of the current facts and circumstances surrounding the Guaranteed Obligations and the Subordinated Indemnity Agreement, the Company is unable to predict the loss, if any, that may be incurred under the Guaranteed Obligations, and no liability for the arrangements has been recognized as of June 30, 2022. Because of the specific circumstances surrounding the arrangements, and the fact that no active or observable market exists for this type of financial guarantee, the Company is unable to determine a current fair value for the Guaranteed Obligations and related Subordinated Indemnity Agreement.

~~Contingencies~~

~~Other Contingent Commitments~~

Other contingent commitments primarily include contingent payments for post-production term advance obligations on certain co-financing arrangements, as well as operating lease commitment guarantees, letters of credit, bank guarantees and surety bonds, which generally support performance and payments for a wide range of global contingent and firm obligations, including insurance, litigation appeals, real estate leases and other operational needs.

The Company's other contingent commitments at June 30, 2022 were $258 million, with $251 million estimated due in 2026. For other contingent commitments where payment obligations are outside our control, the timing of amounts represents the earliest period in which the payment could be requested. For the remaining other contingent commitments, the timing of amounts presented represents when the maximum contingent commitment will expire but does not mean that we expect to incur an obligation to make any payments within that time period. In addition, these amounts do not reflect the effects of any indemnification rights we might possess.

Put Rights

The Company has granted put rights to non-controlling interest holders in certain consolidated ~~subsidiaries.~~subsidiaries, but the Company is unable to reasonably predict the ultimate amount or timing of any payment.

In 2022, GoldenTree exercised its irrevocable put right for MotorTrend Group LLC (“MTG”), and the Company will be required to purchase GoldenTree’s 32.5% noncontrolling interest. The Company performed an analysis of the redemption value as of December 31, 2022, and both parties have begun the process of determining a fair market value based on their own appraisals. The Company does not expect this process, which is one of potentially several steps to agreeing to a redemption value, will be completed until later in 2023. Accordingly, there has been no change in the classification of MTG as mezzanine equity since the amount or date of the put is not certain.

Legal Matters

~~From~~From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including ~~claims~~those related to employees, stockholders, vendors, other business partners, or ~~patent issues.~~intellectual property. However, a determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgment about future events. Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the ~~Company's~~Company’s results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on the Company's future consolidated financial position, future results of operations, or cash flows.

NOTE ~~20.~~17. REPORTABLE SEGMENTS

The Company’s operating segments are determined based on: (i) financial information reviewed by its chief operating decision maker, the Chief Executive Officer (“CEO”), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions. In ~~conjunction~~connection with the Merger, the Company reevaluated and changed its segment presentation and reportable segments during the quarter ended June 30, 2022. As of June 30, 2022, we classified our operations in 3 reportable segments: Studios, primarily consisting of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to third parties 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; Networks, consisting primarily of our domestic and international television networks; and DTC, consisting primarily of our premium pay TV and digital content services. Goodwill was reallocated to the new segments based on relative fair value. Prior periods have been recast to conform to the current period presentation.

The accounting policies of the reportable segments are the same as the Company’s, except that certain inter-segment transactions that are eliminated for consolidation are not eliminated at the segment level. Inter-segment transactions primarily include advertising and content licenses. The Company records inter-segment transactions of content licenses at the gross amount. Prior year amounts have been recast to reflect the current presentation. The Company does not report assets by segment because it is not used to allocate resources or evaluate segment performance.

~~WARNER BROS. DISCOVERY, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

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:

•employee share-based compensation;

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

•depreciation and amortization;

•restructuring and facility ~~consolidation, and other charges;~~consolidation;

•certain impairment charges;

•gains and losses on business and asset dispositions;

•certain inter-segment eliminations;

•third-party transaction and integration costs;

•amortization of purchase accounting fair value step-up for content;

•amortization of capitalized interest for content; and

•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, ~~and other charges,~~ 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.

The tables below present summarized financial information for each of the ~~Company's~~Company’s reportable segments ~~and corporate,~~ and inter-segment eliminations (in millions).

Revenues
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Studios $ 2,796 $ 2 $ 2,801 $ 7
Networks 5,742 2,844 8,615 5,504
DTC 2,225 216 2,506 343
Corporate 13 — 13 —
Inter-segment eliminations (949) — (949) —
Total revenues $ 9,827 $ 3,062 $ 12,986 $ 5,854


	Three Months Ended March 31,
	2023		2022
Studios	$	3,212	$	5
Networks	5,581		2,873
DTC	2,455		281

Inter-segment eliminations	(548)		—
Total revenues	$	10,700	$	3,159

Adjusted EBITDA


	Three Months Ended March 31,
	2023		2022
Studios	$	607	$	3
Networks	2,293		1,355
DTC	50		(227)
Corporate	(355)		(104)
Inter-segment eliminations	16		—
Adjusted EBITDA	$	2,611	$	1,027

4129

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~Adjusted EBITDA~~
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Studios $ 239 $ 2 $ 242 $ 4
Networks 2,262 1,538 3,617 2,947
DTC (518) (329) (745) (819)
Corporate (305) (94) (409) (178)
Inter-segment eliminations (14) — (14) —
Adjusted EBITDA $ 1,664 $ 1,117 $ 2,691 $ 1,954

Reconciliation of Net (Loss) Income available to Warner Bros. Discovery, Inc. to Adjusted EBITDA
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Net (loss) income available to Warner Bros. Discovery, Inc. $ (3,418) $ 672 $ (2,962) $ 812
Net income attributable to redeemable noncontrolling interests 3 8 6 13
Net income attributable to noncontrolling interests 7 38 23 84
Income tax (benefit) expense (836) 2 (635) 108
(Loss) income before income taxes (4,244) 720 (3,568) 1,017
Other expense (income), net 51 (105) (439) (173)
Loss from equity investees, net 43 7 57 11
Interest expense, net 511 157 664 320
Operating (loss) income (3,639) 779 (3,286) 1,175
Loss (gain) on disposition 4 (72) 4 (72)
Restructuring and other charges 1,033 7 1,038 22
Depreciation and amortization 2,266 341 2,791 702
Employee share-based compensation 147 27 204 88
Transaction and integration costs 983 35 1,070 39
Amortization of fair value step-up for content 870 — 870 —
Adjusted EBITDA $ 1,664 $ 1,117 $ 2,691 $ 1,954


	Three Months Ended March 31,
	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

NOTE ~~21.~~18. SUBSEQUENT EVENTS

~~During July and August 2022,~~In April 2023, the Company borrowed $750 million under its Credit Facility to fund certain sports rights payments, which is expected to be repaid ~~$1.3 billionof aggregate principal amount outstanding of its term loan due April 2025. Additionally, during August 2022,~~within the ~~Company issued $300 million of commercial paper.~~

In August 2022, the Company, DCL, Scripps Networks, and WMH entered into Amendment 2 to DCL Revolving Credit Agreement and Amendment 1 to WMH Term Loan Credit Agreement to amend the definition of “Consolidated EBITDA” to add back certain cash restructuring costs, charges or expenses subject to a cap equal to 15% of Consolidated EBITDA (prior to giving effect to such add-back).current quarter.

4230

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s discussion and analysis of financial condition and results of operations is a supplement to and should be read in conjunction with the accompanying consolidated financial statements and related notes. This section provides additional information regarding our businesses, current developments, results of operations, cash flows and financial condition. Additional context can also be found in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (the ~~“2021~~“2022 Form 10-K”).

BUSINESS OVERVIEW

On April 8, 2022, Discovery, Inc., a global media company that provides content across multiple distribution platforms including linear, free-to-air and broadcast television, authenticated GO applications, digital distribution arrangements, content licensing arrangements and direct-to-consumer (“DTC”) subscription products, completed its merger (the "Merger") with the WarnerMedia business (the “WarnerMedia Business”, “WM Business”, or “WM”) of AT&T Inc. (“AT&T”) and changed its name from “Discovery, Inc.” to “Warner Bros. Discovery, Inc.” ("Warner Bros. Discovery", “WBD”, the “Company”, “we”, “us”, or “our”). On April 11, 2022, the Company’s shares started trading on the Nasdaq Global Select Market (the “Nasdaq”) under the trading symbol WBD. (See Note 3 to the accompanying consolidated financial statements.)

Warner Bros. Discovery is a ~~leading~~premier global media and entertainment company that ~~creates~~combines the WarnerMedia Business’s premium entertainment, sports and ~~distributes~~news assets with Discovery’s leading non-fiction and international entertainment and sports businesses, thus offering audiences a differentiated portfolio of content, brands and franchises across television, film, streaming and gaming. Some of our iconic brands and franchises include Warner Bros. Pictures Group, Warner Bros. Television Group, DC, HBO, HBO Max, Discovery Channel, discovery+, CNN, HGTV, Food Network, TNT, TBS, TLC, OWN, Warner Bros. Games, Batman, Superman, Wonder Woman, Harry Potter, Looney Tunes, Hanna-Barbera, Game of Thrones, and The Lord of the ~~world’s~~Rings.

We are home to a powerful creative engine and one of the largest collections of owned content in the world and have one of the strongest hands in the industry in terms of the completeness and quality of assets and intellectual property across sports, news, lifestyle, and entertainment in virtually every region of the globe and in most ~~differentiated~~languages. Additionally, we serve audiences and consumers around the world with content that informs, entertains, and, when at its best, inspires.

Our asset mix positions us to drive a balanced approach to creating long-term value for shareholders. It represents the full entertainment eco-system, and the ability to serve consumers across the entire spectrum of offerings from domestic and international networks, premium pay-TV, streaming, production and release of feature films and original series, related consumer products and themed experience licensing, and interactive gaming.

In April 2023, we announced the debut of our enhanced streaming service, Max, which we expect to launch in the U.S. in May 2023. Max will combine HBO Max and discovery+ content to create a unique and complete ~~portfolio~~viewing experience for consumers by combining our unrivaled breadth and superior quality of content and brands ~~across television, film~~with iconic franchises 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,strong product experience. 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. will continue to be available to consumers.

In ~~conjunction~~connection with the Merger, the Company ~~reevaluated~~has announced and ~~changed its segment presentation and reportable segments~~has taken actions to implement projects to achieve cost synergies for the ~~quarter ending June 30, 2022.~~ Company. The Company finalized the framework supporting its ongoing restructuring and transformation initiatives during the year ended December 31, 2022, which includes, among other things, strategic content programming assessments, organization restructuring, facility consolidation activities, and other contract termination costs. While the Company’s restructuring efforts are ongoing, the restructuring program is expected to be substantially completed by the end of 2024. We expect that we will incur approximately $4.1 - $5.3 billion in pre-tax restructuring charges, of which we have incurred $3.8 billion as of March 31, 2023. Of the total expected pre-tax restructuring charges, we expect total cash expenditures to be $1.0 - $ 1.5 billion. During the three months ended March 31, 2023, we incurred $95 millionof pre-tax restructuring charges. While our restructuring efforts are ongoing, the restructuring program is expected to be substantially completed by the end of 2024.

As of ~~June 30, 2022,~~March 31, 2023, we classified our operations in three reportable segments:

~~Studios,~~• ~~consisting~~Studios - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to third parties 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;~~gaming.

~~Networks,~~• ~~consisting principally~~Networks - Our Networks segment primarily consists of our domestic and international television ~~networks; and~~networks.

~~DTC,~~•DTC- ~~consisting~~Our DTC segment primarily consists of our premium ~~pay TV~~pay-TV and ~~digital content~~streaming services.

Our segment presentation is aligned with our management structure and the financial information management uses to make decisions about operating matters, such as the allocation of resources and business performance assessments. Prior periods have been recast to conform to the current period presentation.

During the three months ended March 31, 2022, we exited our operations in Russia and removed all of our channels and services from the market. We do not expect these actions will have a material effect on our consolidated financial statements.

~~Impact of COVID-19~~

We continue to closely monitor the ongoing impact of COVID-19 on all aspects of our business and geographies, including the impact on our customers, employees, suppliers, vendors, distribution and advertising partners, production facilities, and various other third parties. Certain key sources of revenue for WM, including theatrical revenues, television production, studio operations and themed entertainment, have been adversely impacted by governmentally imposed shutdowns and related labor interruptions and constraints on consumer activity, particularly in the context of public entertainment venues, such as cinemas and theme parks.

The nature and full extent of COVID-19’s effects on our operations and results are not yet known and will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity and the extent of future variants or surges of COVID-19, vaccine distribution and efficacy and other actions to contain the virus or treat its impact, among others. Our consolidated financial statements reflect management’s estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. Actual results may differ significantly from these estimates and assumptions.

4331

RESULTS OF OPERATIONS

The discussion below compares our actual ~~and~~results for the three months ended March 31, 2023 to our pro forma combined results, as if the Merger occurred on January 1, 2021, for the three ~~and six~~ months ended ~~June 30, 2022 to the three and six months ended June 30, 2021.~~March 31, 2022. Management believes reviewing our pro forma combined operating results in addition to actual operating results is useful in identifying trends in, or reaching conclusions regarding, the overall operating performance of our businesses. Our ~~combined~~ Studios, Networks, DTC, Corporate, and inter-segment eliminations ~~pro forma~~ 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 results~~ include, where applicable, adjustments for (i) additional costs of revenues from the fair value ~~step up~~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) ~~adjustments for~~ 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 ~~(vi) adjustments to eliminate intercompany activity.~~(viii) associated tax-related impacts of adjustments.

Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined ~~business.~~businesses. Pro forma amounts are not necessarily indicative of what our results would have been had we operated the combined businesses since January 1, 2021 and should not be taken as indicative of the ~~Company's~~Company’s future consolidated results of operations.

Actual amounts for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 do not include results of operations for ~~Discovery for the entire period and WM for the period subsequent to the completion of the Merger on April 8, 2022.~~WM.

Foreign Exchange Impacting Comparability

In addition to the Merger, 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. ~~generally accepted accounting principles (“U.S. GAAP”)~~GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with U.S. GAAP.

The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the ~~“2022~~“2023 Baseline Rate”), and the prior year amounts translated at the same ~~2022~~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.

4432

Consolidated Results of Operations

The table below presents our consolidated results of operations (in millions).


		Three Months Ended June 30,																			Three Months Ended March 31,
		2022						2021						% Change							2023		2022							% Change
		Actual		Pro Forma Adjustments		Pro Forma Combined		Actual (a)		Pro Forma Adjustments		Pro Forma Combined		Actual		Pro Forma Combined (Actual)		Pro Forma Combined (ex-FX)			Actual			Actual (a)		Pro Forma Adjustments		Pro Forma Combined			Actual		Pro Forma Combined (Actual)		Combined (ex-FX)
Revenues:	Revenues:																			Revenues:
Distribution																				Distribution	$	5,163		$	1,352	$	3,996	$	5,348		NM		(3)	%	(2)	%
Advertising	Advertising	$	2,721	$	178	$	2,899	$	1,634	$	1,191	$	2,825	67	%	3	%	5	%	Advertising	2,298			1,476		1,234		2,710			56	%	(15)	%	(14)	%
Distribution		4,838		343		5,181		1,312		3,956		5,268		NM		(2)	%	—	%
Content	Content	2,064		446		2,510		100		2,842		2,942		NM		(15)	%	(12)	%	Content	2,954			323		2,851		3,174			NM		(7)	%	(5)	%
Other	Other	204		29		233		16		160		176		NM		32	%	32	%	Other	285			8		201		209			NM		36	%	37	%
Total revenues	Total revenues	9,827		996		10,823		3,062		8,149		11,211		NM		(3)	%	(1)	%	Total revenues	10,700			3,159		8,282		11,441			NM		(6)	%	(5)	%
Costs of revenues, excluding depreciation and amortization	Costs of revenues, excluding depreciation and amortization	6,625		667		7,292		1,055		5,619		6,674		NM		9	%	12	%	Costs of revenues, excluding depreciation and amortization	6,685			1,236		5,261		6,497			NM		3	%	4	%
Selling, general and administrative	Selling, general and administrative	3,538		(553)		2,985		952		1,865		2,817		NM		6	%	8	%	Selling, general and administrative	2,388			1,040		2,298		3,338			NM		(28)	%	(28)	%
Depreciation and amortization	Depreciation and amortization	2,266		(425)		1,841		341		1,725		2,066		NM		(11)	%	(10)	%	Depreciation and amortization	2,058			525		1,417		1,942			NM		6	%	6	%
Restructuring																				Restructuring	95			5		(1)		4			NM
Impairments and loss on dispositions																				Impairments and loss on dispositions	31			—		—		—			NM

Restructuring and other charges		1,033		(89)		944		7		—		7		NM
Loss (gain) on disposition		4		—		4		(72)		—		(72)		NM
Total costs and expenses	Total costs and expenses	13,466		(400)		13,066		2,283		9,209		11,492		NM		14	%	NM		Total costs and expenses	11,257			2,806		8,975		11,781			NM		(4)	%	(3)	%
Operating (loss) income	Operating (loss) income	(3,639)		1,396		(2,243)		779		(1,060)		(281)		NM						Operating (loss) income	(557)			353		(693)		(340)			NM		(64)	%	(47)	%
Interest expense, net	Interest expense, net	(511)						(157)						NM						Interest expense, net	(571)			(153)		(445)		(598)

Loss from equity investees, net	Loss from equity investees, net	(43)						(7)						NM						Loss from equity investees, net	(37)			(14)		(13)		(27)
Other (expense) income, net	Other (expense) income, net	(51)						105						NM						Other (expense) income, net	(73)			490		114		604
(Loss) income before income taxes	(Loss) income before income taxes	(4,244)						720						NM						(Loss) income before income taxes	(1,238)			676		(1,037)		(361)
Income tax benefit (expense)	Income tax benefit (expense)	836						(2)						NM						Income tax benefit (expense)	178			(201)		282		81
Net (loss) income	Net (loss) income	(3,408)						718						NM						Net (loss) income	(1,060)			475		(755)		(280)
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	(7)						(38)						(82)	%					Net income attributable to noncontrolling interests	(8)			(16)		—		(16)
Net income attributable to redeemable noncontrolling interests	Net income attributable to redeemable noncontrolling interests	(3)						(8)						(63)	%					Net income attributable to redeemable noncontrolling interests	(1)			(3)		—		(3)
Net (loss) income available to Warner Bros. Discovery, Inc.	Net (loss) income available to Warner Bros. Discovery, Inc.	$	(3,418)					$	672					NM						Net (loss) income available to Warner Bros. Discovery, Inc.	$	(1,069)		$	456	$	(755)	$	(299)

(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.	(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.																	(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.

NM - Not meaningful

Six Months Ended June 30,
2022 2021 % Change
Actual Pro Forma
Adjustments Pro Forma
Combined
Actual (a)
Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma Combined
(Actual) Pro Forma
Combined
(ex-FX)
Revenues:
Advertising $ 4,197 $ 1,412 $ 5,609 $ 3,043 $ 2,442 $ 5,485 38 % 2 % 4 %
Distribution 6,190 4,339 10,529 2,570 7,782 10,352 NM 2 % 3 %
Content 2,387 3,297 5,684 212 5,565 5,777 NM (2) % 1 %
Other 212 230 442 29 290 319 NM 39 % 39 %
Total revenues 12,986 9,278 22,264 5,854 16,079 21,933 NM 2 % 3 %
Costs of revenues, excluding depreciation and amortization 7,861 5,940 13,801 2,024 10,908 12,932 NM 7 % 8 %
Selling, general and administrative 4,578 1,733 6,311 2,003 4,504 6,507 NM (3) % (2) %
Depreciation and amortization 2,791 987 3,778 702 3,522 4,224 NM (11) % (10) %
Restructuring and other charges 1,038 (90) 948 22 91 113 NM NM NM
Loss (gain) on disposition 4 — 4 (72) — (72) NM NM NM
Total costs and expenses 16,272 8,570 24,842 4,679 19,025 23,704 NM 5 % NM
Operating (loss) income (3,286) 708 (2,578) 1,175 (2,946) (1,771) NM 46 % NM
Interest expense, net (664) (320) NM
Loss from equity investees, net (57) (11) NM
Other income (expense), net 439 173 NM
(Loss) Income before income taxes (3,568) 1,017 NM
Income tax benefit (expense) 635 (108) NM
Net (loss) income (2,933) 909 NM
Net income attributable to noncontrolling interests (23) (84) (73) %
Net income attributable to redeemable noncontrolling interests (6) (13) (54) %
Net (loss) income available to Warner Bros. Discovery, Inc. $ (2,962) $ 812 NM
(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.

~~The~~Unless otherwise indicated, the discussion through operating (loss) income below isreflects results for the three months ended March 31, 2022 on a ~~pro forma~~pro-forma combined basis, ex-FX, since the actual increases year over year for revenues, cost of ~~revenue,~~revenues, and selling, general and administrative expenses ~~and adjusted EBITDA~~ are substantially attributable to the Merger. The percent changes of line items below operating (loss) income in the table above are not included as the activity is principally in U.S. dollars.

Revenues

Distribution revenues are generated from fees charged to network distributors, which include cable, DTH satellite, telecommunications and digital service providers, and DTC subscribers. The largest component of distribution revenue is comprised of linear distribution rights to our networks from cable, DTH satellite and telecommunication service providers. We have contracts with distributors representing most cable and satellite service providers around the world, including the largest operators in the U.S. and major international distributors. Distribution revenues are largely dependent on the rates negotiated in the agreements, the number of subscribers that receive our networks, the number of platforms covered in the distribution agreement, and the market demand for the content that we provide. From time to time, renewals of multi-year carriage agreements include significant year one market adjustments to re-set subscriber rates, which then increase at rates lower than the initial increase in the following years. In some cases, we have provided distributors launch incentives, in the form of cash payments or free periods, to carry our networks.

Distribution revenue decreased 2% for the three months ended March 31, 2023, primarily attributable to declines in DTC wholesale revenues and linear subscribers in the U.S., partially offset by global DTC retail subscriber gains and higher U.S. contractual affiliate rates.

Advertising revenues are principally generated from the sale of commercial time on linear (television networks and authenticated TVE applications) and digital platforms (DTC subscription services and websites), and sold primarily on a national basis in the U.S. and on a pan-regional or local-language feed basis outside the U.S. Advertising contracts generally have a term of one year or less. Advertising revenue is dependent upon a number of factors, including ~~the stage of development of television markets,~~ the number of subscribers to our channels, viewership demographics, the popularity of our content, our ability to sell commercial time over a group of channels, ~~market demand,~~the stage of development of television markets, and the popularity of FTA television. Revenue from advertising is subject to seasonality, market-based variations, the mix in sales of commercial time between the upfront and scatter markets, and general economic conditions. ~~These factors impact the pricing and volume of our advertising inventory.~~

Advertising revenue ~~increased 5% and 4% for the three and six months ended June 30, 2022, respectively, primarily attributable to increased sports advertising~~is typically highest in the ~~U.S.,~~second and fourth quarters. In some cases, advertising sales are subject to ratings guarantees that require us to provide additional advertising time if the ~~launch~~guaranteed audience levels are not achieved. We also generate revenue from the sale of ~~the HBO Max ad-supported tier product in June 2021,~~advertising through our digital platforms on a stand-alone basis and ~~subscriber growth at discovery+ ad-lite tier, partially offset by lower news, kids, and general entertainment performance in the U.S.~~as part of advertising packages with our television networks.

~~Distribution~~Advertising revenue ~~consists principally of fees from affiliates for distributing our linear networks and DTC subscription services.~~

~~Distribution revenue was flat~~decreased 14% for the three months ended ~~June 30,~~March 31, 2023, primarily attributable to audience declines in domestic general entertainment and news networks, soft advertising markets in the U.S., and to a lesser extent, certain international markets, and the broadcast of the 2022 Olympics in Europe, partially offset by higher sports advertising due to the NCAA March Madness tournament.

Content revenues are generated from the release of feature films for initial exhibition in theaters, the licensing of feature films and ~~increased 3% for~~television programs to various television, SVOD and other digital markets, distribution of feature films and television programs in the ~~six months ended June 30, 2022, respectively. While distribution~~physical and digital home entertainment market, sales of console games and mobile in-game content, sublicensing of sports rights, and licensing of intellectual property such as characters and brands.

Content revenue ~~was flat~~decreased 5% for the three months ended June 30, 2022, a decline in linear subscribers in the U.S. and lower contractual affiliate rates in some European markets were largely offset by an increase in U.S. contractual affiliate rates. The increase for the six months ended June 30, 2022 wasMarch 31, 2023, primarily attributable to ~~global retail DTC subscriber gains at discovery+~~lower TV licensing and ~~HBO Max,~~theatrical film rental revenues and lower sub-licensing of sports rights internationally related to the prior year broadcast of the 2022 Olympics, partially offset by ~~lower domestic wholesale DTC subscribers at HBO Max~~higher games revenue due to the ~~Amazon Channels expiration in September 2021.~~release of Hogwarts Legacy.

Other revenue primarily consists of studio production services and tours.

~~Content~~Other revenue consists primarily of licensing feature films for initial theatrical exhibition, and licensing television programs for initial television broadcast or streaming; additionally, film and television content is licensed through distribution channels including international free-to-air, basic and premium pay television, television syndication, and further streaming services. Content revenue also includes home entertainment sales and rentals of film and television products (physical and digital, including premium video-on-demand, transactional video-on-demand and electronic sell-through), interactive entertainment sales (physical and digital) across various platforms, and consumer products and themed experience licensing.

~~Content revenue decreased 12% and~~ increased ~~1% for the three and six months ended June 30, 2022, respectively. The decrease~~37% for the three months ended ~~June 30, 2022 is~~March 31, 2023, primarily attributable to services provided to the ~~proportion of inter-segment licensing increasing as a percentage of total content revenue. The increase for the six months ended June 30, 2022 is primarily attributable to~~unconsolidated BT Sport joint venture, higher ~~third party international licensing of sports rights.~~

~~Other revenue increased 32%~~studio production services, and ~~39% for the three and six months ended June 30, 2022, respectively, primarily attributable to increased studio operations revenues from the reopening of the~~continued strong attendance at Warner Bros. Studio Tour ~~London.~~

~~Revenue for our segments is discussed separately below under the heading “Segment Results of Operations.”~~London and Hollywood.

Costs of Revenues

~~The Company's~~Our principal component of costs of revenues is content expense. Content expense includes ~~television~~television/digital series, ~~television~~ specials, films, games, and sporting ~~events, and digital products.~~events. The costs of producing a content asset and bringing that asset to market consist of production costs, participation costs, and exploitation costs.

~~Cost~~Costs of revenues increased ~~12% and 8%~~4% for the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023, primarily attributable to ~~increased investments~~amortization of the fair value step-up of content acquired in ~~DTC programming expenses,~~the Merger and higher games costs of revenue, partially offset by lower content expense for TV licensing, theatrical products, and ~~theatrical content expenses,~~linear networks, and ~~sports rights.~~lower costs related to the prior year broadcast of the 2022 Olympics.

Selling, General and Administrative

Selling, general and administrative expenses consist principally of employee costs, marketing costs, research costs, occupancy, and back office support fees.

Selling, general and administrative expenses ~~increased 8% and~~ decreased ~~2% for the three and six months ended June 30, 2022, respectively. Selling, general, and administrative expenses increased~~28% for the three months ended ~~June 30, 2022,~~March 31, 2023, primarily attributable to increased third-party transaction and integration costs related to the Merger and share-based compensation. Selling, general, and administrative expenses decreased for the six months ended June 30, 2022, primarily attributable to lowermore efficient marketing-related ~~expenses.~~spend.

Depreciation and Amortization

Depreciation and amortization expense includes depreciation of fixed assets and amortization of finite-lived intangible assets. Depreciation and amortization ~~decreased $214 million and $429 million, respectively,~~increased 6% for the three months ended March 31, 2023, primarily attributable to ~~a change in amortization method from~~intangible assets acquired during the ~~straight-line method to~~Merger that are being amortized using the sum of the ~~years'~~months’ digits method, ~~for some of~~which resulted in lower pro forma amortization in the ~~WM assets acquired.~~

~~Restructuring and~~ ~~Other Charges~~three months ended March 31, 2022.

Restructuring

In connection with the Merger, the Company has announced and ~~other charges~~has taken actions to implement projects to achieve cost synergies for the Company. Restructuring increased ~~$937 million and $836~~$90 million for the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023, primarily attributable to ~~content impairments from~~contract terminations, facility consolidation activities, and organizational restructuring. (See Note 4 to the accompanying consolidated financial statements.)

Impairments and Loss on Dispositions

Impairments and loss on dispositions was a ~~global strategic review of content and employee terminations related~~$31 million loss for the three months ended March 31, 2023.

Interest Expense, net

Actual interest expense, net increased $418 million for the three months ended March 31, 2023, primarily attributable to ~~cost reduction efforts and management changes~~debt assumed as a result of the Merger. (See Note ~~5 to the accompanying consolidated financial statements.)~~

~~Loss (Gain) on Disposition~~

Gain on disposition was $72 million for the three and six months ended June 30, 2021, and was primarily attributable to the sale of our Great American Country network. (See Note 3 to the accompanying consolidated financial statements.)

~~Interest Expense, net~~

Interest expense, net increased $354 million and $344 million for the three and six months ended June 30, 2022, respectively, primarily attributable to assumed debt as a result of the Merger. (See Note 109 and Note 1210 to the accompanying consolidated financial statements.)

Loss From Equity Investees, net

~~We reported~~Actual losses from our equity method investees ~~of $43 million and$57~~were $37 million for the three ~~and six~~ months ended ~~June 30, 2022, as compared to losses of $7 million and $11 million for the three and six months ended June 30, 2021,respectively.~~March 31, 2023. The changes are attributable to our share of earnings and losses from our equity investees. (See Note 98 to the accompanying consolidated financial statements.)

Other (Expense) Income, net

The table below presents the details of other (expense) income, net (in millions).

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Foreign currency (losses) gain, net $ (81) $ (5) $ (70) $ 47
(Losses) gains on derivative instruments, net (24) (1) 473 (21)
Change in the value of investments with readily determinable fair value (70) 29 (90) 46
Gain on sale of equity method investments 133 (1) 133 4
Change in fair value of equity investments without readily determinable fair value — 81 — 81
Other (expense) income, net (9) 2 (7) 16
Total other (expense) income, net $ (51) $ 105 $ 439 $ 173


	Three Months Ended March 31,
	2023		2022

Foreign currency (losses) gains, net	$	(93)	$	11
Gains on derivative instruments, net	3		497

Change in the value of investments with readily determinable fair value	29		(20)

Change in fair value of equity investments without readily determinable fair value	(68)		—



Other income, net	56		2
Total other (expense) income, net	$	(73)	$	490

Income Tax Benefit (Expense)

Income tax benefit was ~~$836 million and $635~~$178 million for the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023, and income tax expense was ~~$2 million and $108~~$201 million for the three ~~and six~~ months ended ~~June 30, 2021, respectively.~~March 31, 2022. The decrease in the three months ended ~~June 30, 2022~~March 31, 2023 was primarily attributable to a decrease in pre-tax book income.~~The decrease is partially offset by the unfavorable tax adjustment related to the preferred stock conversion transaction expense~~discussed in Note 2 recorded in the three months ended June 30, 2022 that was not deductible for tax purposes and a deferred tax benefit of $162 million recorded in the three months ended June 30, 2021 as a result of the UK Finance Act 2021 that was enacted in June 2021.

Segment Results of Operations

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:

•employee share-based compensation;

•depreciation and amortization;

•restructuring and facility ~~consolidation, and other charges;~~consolidation;

•certain impairment charges;

•gains and losses on business and asset dispositions;

•certain inter-segment eliminations;

•third-party transaction and integration costs;

•amortization of purchase accounting fair value step-up for content;

•amortization of capitalized interest for content; and

•other items impacting comparability.

The table below presents our ~~reconciliation of consolidated net income available to Warner Bros. Discovery, Inc. to Adjusted EBITDA and~~ Adjusted EBITDA by segment (in millions).

Three Months Ended June 30,
2022 2021 % Change
Net (loss) income available to Warner Bros. Discovery, Inc. $ (3,418) $ 672 NM
Net income attributable to redeemable noncontrolling interests 3 8 (63) %
Net income attributable to noncontrolling interests 7 38 (82) %
Income tax (benefit) expense (836) 2 NM
(Loss) income before income taxes (4,244) 720 NM
Other expense (income), net 51 (105) NM
Loss from equity investees, net 43 7 NM
Interest expense, net 511 157 NM
Operating (loss) income (3,639) 779 NM
Loss (gain) on disposition 4 (72) NM
Restructuring and other charges 1,033 7 NM
Depreciation and amortization 2,266 341 NM
Employee share-based compensation 147 27 NM
Transaction and integration costs 983 35 NM
Amortization of fair value step-up for content 870 — NM
Adjusted EBITDA $ 1,664 $ 1,117 49 %
Adjusted EBITDA
Studios $ 239 $ 2 NM
Networks 2,262 1,538 47 %
DTC (518) (329) 57 %
Corporate (305) (94) NM
Inter-segment eliminations (14) — NM
Adjusted EBITDA $ 1,664 $ 1,117 49 %


	Three Months Ended March 31,
	2023		2022		% Change









Studios	$	607	$	3	NM
Networks	$	2,293	$	1,355	69	%
DTC	$	50	$	(227)	NM
Corporate	$	(355)	$	(104)	NM
Inter-segment eliminations	$	16	$	—	NM

Six Months Ended June 30,
2022 2021 % Change
Net (loss) income available to Warner Bros. Discovery, Inc. $ (2,962) $ 812 NM
Net income attributable to redeemable noncontrolling interests 6 13 (54) %
Net income attributable to noncontrolling interests 23 84 (73) %
Income tax (benefit) expense (635) 108 NM
(Loss) income before income taxes (3,568) 1,017 NM
Other (income) expense, net (439) (173) NM
Loss from equity investees, net 57 11 NM
Interest expense, net 664 320 NM
Operating (loss) income (3,286) 1,175 NM
Loss (gain) on disposition 4 (72) NM
Restructuring and other charges 1,038 22 NM
Depreciation and amortization 2,791 702 NM
Employee share-based compensation 204 88 NM
Transaction and integration costs 1,070 39 NM
Amortization of fair value step-up for content 870 — NM
Adjusted EBITDA $ 2,691 $ 1,954 38 %
Adjusted EBITDA
Studios $ 242 $ 4 NM
Networks 3,617 2,947 23 %
DTC (745) (819) (9) %
Corporate (409) (178) NM
Inter-segment eliminations (14) — NM
Adjusted EBITDA $ 2,691 $ 1,954 38 %

~~The table below presents the calculation of Adjusted EBITDA (in millions).~~

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 % Change 2022 2021 % Change
Revenues:
Studios $ 2,796 $ 2 NM $ 2,801 $ 7 NM
Networks 5,742 2,844 NM 8,615 5,504 57 %
DTC 2,225 216 NM 2,506 343 NM
Corporate 13 — NM 13 — NM
Inter-segment eliminations (949) — NM (949) — NM
Total revenues 9,827 3,062 NM 12,986 5,854 NM
Costs of revenues, excluding depreciation and amortization 5,755 1,055 NM 6,991 2,024 NM
Selling, general and administrative (a)
2,408 890 NM 3,304 1,876 76 %
Adjusted EBITDA $ 1,664 $ 1,117 49 % $ 2,691 $ 1,954 38 %
(a) Selling, general and administrative expenses excludes employee share-based compensation and third-party transaction and integration costs.

5036

Studios Segment

The following ~~tables present,~~table presents, for our ~~Studio~~Studios segment, revenues by type, certain operating expenses, Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating (loss) income (in millions).

Three Months Ended June 30,
2022 2021 % Change
Actual Pro Forma
Adjustments Pro Forma
Combined
Actual (a)
Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma Combined
(Actual) Pro Forma
Combined
(ex-FX)
Revenues:
Advertising $ 10 $ — $ 10 $ — $ 27 $ 27 NM (63) % (63) %
Distribution 4 1 5 — 5 5 NM — % — %
Content 2,636 551 3,187 2 3,195 3,197 NM — % 3 %
Other 146 16 162 — 104 104 NM 56 % 56 %
Total revenues 2,796 568 3,364 2 3,331 3,333 NM 1 % 4 %
Costs of revenues, excluding depreciation and amortization 2,006 328 2,334 — 2,244 2,244 NM 4 % 6 %
Selling, general and administrative 551 70 621 — 650 650 NM (4) % (2) %
Adjusted EBITDA 239 170 409 2 437 439 NM (7) % — %
Depreciation and amortization 158 (21) 137 — 172 172
Employee share-based compensation — 1 1 — 11 11
Restructuring and other charges 200 (38) 162 — — —
Amortization of fair value step-up for content 563 (238) 325 — 380 380
Operating (loss) income $ (682) $ 466 $ (216) $ 2 $ (126) $ (124)
(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.

Six Months Ended June 30,
2022 2021 % Change
Actual Pro Forma
Adjustments Pro Forma
Combined
Actual (a)
Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma Combined
(Actual) Pro Forma
Combined
(ex-FX)
Revenues:
Advertising $ 10 $ 9 $ 19 $ — $ 48 $ 48 NM (60) % (60) %
Distribution 4 6 10 — 8 8 NM 25 % 25 %
Content 2,641 3,898 6,539 7 6,259 6,266 NM 4 % 7 %
Other 146 154 300 — 185 185 NM 62 % 62 %
Total revenues 2,801 4,067 6,868 7 6,500 6,507 NM 6 % 8 %
Costs of revenues, excluding depreciation and amortization 2,007 2,392 4,399 2 4,334 4,336 NM 1 % 3 %
Selling, general and administrative 552 698 1,250 1 1,301 1,302 NM (4) % (2) %
Adjusted EBITDA 242 977 1,219 4 865 869 NM 40 % 46 %
Depreciation and amortization 158 115 273 — 345 345
Employee share-based compensation — 26 26 — 61 61
Restructuring and other charges 200 (38) 162 — 38 38
Amortization of fair value step-up for content 563 106 $ 669 — 1,032 1,032
Operating (loss) income $ (679) $ 768 $ 89 $ 4 $ (611) $ (607)
(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.


	Three Months Ended March 31,
	2023		2022							% Change
	Actual			Actual (a)		Pro Forma Adjustments		Pro Forma Combined			Actual	Pro Forma Combined (Actual)		Pro Forma Combined (ex-FX)
Revenues:
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 and 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)	%
Depreciation and amortization	172			—		136		136
Employee share-based compensation	—			—		25		25

Restructuring	76			—		—		—
Transaction and integration costs	2			—		—		—
Amortization of fair value step-up for content	442			—		171		171
Inter-segment eliminations	1			—		—		—

Operating (loss) income	$	(86)		$	3	$	475	$	478

(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.

The discussion below isreflects results for the three months ended March 31, 2022 on a pro forma combined basis, ex-FX, since the actual increases year over year for revenues, cost of revenue, selling, general and administrative expenses and ~~adjusted~~Adjusted EBITDA are substantially attributable to the Merger.

Revenues

Content revenue ~~increased 3% and 7% for the three and six months ended June 30, 2022, respectively. The increase~~decreased 8% for the three months ended ~~June 30, 2022 was primarily attributable to higher games revenue with the release of~~ ~~LEGO Star Wars - The Skywalker Saga,~~ ~~partially offset by lower TV licensing, home entertainment and theatrical rental revenue. The decrease in TV licensing was~~March 31, 2023, primarily attributable to lower TV ~~production revenue,~~licensing, theatrical film rental, and home entertainment revenues, partially offset by higher games revenue due to the ~~timing~~release of ~~new series~~Hogwarts Legacy. TV licensing revenue decreased mainly due to certain large TV licensing deals in the first quarter of 2022, as well as fewer theatrical availabilities. Theatrical ~~performance was unfavorably impacted by the timing of releases, and home entertainment across theatrical and television product was lower due to strong COVID-induced demand in the prior year quarter.~~

~~The increase for the six months ended June 30, 2022 was primarily attributable to higher theatrical~~ film rental revenue ~~and TV licensing revenue, partly offset by lower home entertainment revenue. Theatrical performance was favorably impacted by~~decreased due to the performance of The Batman, which was releasedin the first quarter of 2022. ~~The increase in TV licensing~~Home entertainment revenue ~~was primarily attributable~~decreased due to ~~timing~~fewer new releases of ~~availabilities across~~ theatrical products and ~~television product, partially offset by~~ lower ~~TV production revenue.~~library sales.

Other revenue increased ~~56% and 62%~~30% for the three ~~and six~~ months ended ~~June 30, 2022, respectively. The increase for the three and six months ended June 30, 2022 was~~March 31, 2023, primarily attributable to ~~increased~~higher studio ~~operations revenues from the reopening of~~production services and continued strong attendance at Warner Bros. Studio Tour ~~London.~~London and Hollywood.

Costs of Revenues

Costs of revenues ~~increased 6% and 3%~~decreased 4% for the three ~~and six~~ months ended ~~June 30, 2022, respectively. The increase for the three and six months ended June 30, 2022 was~~March 31, 2023, primarily attributable to ~~higher games and theatrical content expense, partially offset by~~ lower content expense for ~~television products.~~TV licensing and theatrical products, partially offset by higher games costs of revenue.

Selling, General and Administrative

Selling, general and administrative expenses ~~decreased 2%~~increased 6% for the three ~~and six~~ months ended ~~June 30, 2022, respectively. The decrease for the three and six months ended June 30, 2022 was~~March 31, 2023, primarily attributable to ~~lower~~higher marketing ~~expenses due~~expense for games to ~~fewer theatrical releases,~~ support the release of Hogwarts Legacy, partially offset by ~~higher bad debt~~lowertheatrical marketing expense.

Adjusted EBITDA

Adjusted EBITDA ~~was flat and increased 46%~~decreased 23% for the three ~~and six~~ months ended ~~June 30, 2022, respectively.~~

March 31, 2023.

5237

Networks Segment

The table below presents, for our Networks segment, revenues by type, certain operating expenses, Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating income (in millions).

Three Months Ended June 30,
2022 2021 % Change
Actual Pro Forma
Adjustments Pro Forma
Combined
Actual (a)
Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma Combined
(Actual) Pro Forma
Combined
(ex-FX)
Revenues:
Advertising $ 2,624 $ 178 $ 2,802 $ 1,601 $ 1,195 $ 2,796 64 % — % 2 %
Distribution 2,841 171 3,012 1,132 1,955 3,087 NM (2) % (1) %
Content 220 21 241 96 123 219 NM 10 % 11 %
Other 57 9 66 15 47 62 NM 6 % 6 %
Total revenues 5,742 379 6,121 2,844 3,320 6,164 NM (1) % 1 %
Costs of revenues, excluding depreciation and amortization 2,767 253 3,020 874 1,848 2,722 NM 11 % 14 %
Selling, general and administrative 713 31 744 432 328 760 65 % (2) % — %
Adjusted EBITDA 2,262 95 2,357 1,538 1,144 2,682 47 % (12) % (11) %
Depreciation and amortization 1,482 (283) 1,199 262 1,061 1,323
Employee share-based compensation — — — — 8 8
Restructuring and other charges 308 (5) 303 7 — 7
Transaction and integration costs 1 — 1 — — —
Amortization of fair value step-up for content 1 293 294 — 280 280
Inter-segment eliminations (2) — (2) — — —
Loss on disposition — — — (72) — (72)
Operating income $ 472 $ 90 $ 562 $ 1,341 $ (205) $ 1,136
(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.


		Six Months Ended June 30,																			Three Months Ended March 31,
		2022						2021						% Change							2023		2022							% Change
		Actual		Pro Forma Adjustments		Pro Forma Combined		Actual (a)		Pro Forma Adjustments		Pro Forma Combined		Actual		Pro Forma Combined (Actual)		Pro Forma Combined (ex-FX)			Actual			Actual (a)		Pro Forma Adjustments		Pro Forma Combined			Actual		Pro Forma Combined (Actual)		Pro Forma Combined (ex-FX)
Revenues:	Revenues:																			Revenues:
Distribution																				Distribution	$	2,995		$	1,120	$	2,012	$	3,132		NM		(4)	%	(3)	%
Advertising	Advertising	$	4,054	$	1,380	$	5,434	$	2,993	$	2,449	$	5,442	35	%	—	%	2	%	Advertising	2,237			1,430		1,202		2,632			56	%	(15)	%	(14)	%
Distribution		3,961		2,183		6,144		2,281		3,968		6,249		74	%	(2)	%	—	%
Content	Content	536		220		756		202		324		526		NM		44	%	46	%	Content	245			316		199		515			(22)	%	(52)	%	(51)	%
Other	Other	64		55		119		28		80		108		NM		10	%	10	%	Other	104			7		46		53			NM		96	%	96	%
Total revenues	Total revenues	8,615		3,838		12,453		5,504		6,821		12,325		57	%	1	%	3	%	Total revenues	5,581			2,873		3,459		6,332			94	%	(12)	%	(10)	%
Costs of revenues, excluding depreciation and amortization	Costs of revenues, excluding depreciation and amortization	3,822		2,102		5,924		1,691		3,547		5,238		NM		13	%	15	%	Costs of revenues, excluding depreciation and amortization	2,594			1,055		1,895		2,950			NM		(12)	%	(10)	%
Selling, general and administrative	Selling, general and administrative	1,176		352		1,528		866		664		1,530		36	%	—	%	2	%	Selling, general and administrative	694			463		333		796			50	%	(13)	%	(11)	%
Adjusted EBITDA	Adjusted EBITDA	3,617		1,384		5,001		2,947		2,610		5,557		23	%	(10)	%	(10)	%	Adjusted EBITDA	2,293			1,355		1,231		2,586			69	%	(11)	%	(10)	%
Depreciation and amortization	Depreciation and amortization	1,887		594		2,481		534		2,173		2,707								Depreciation and amortization	1,304			405		879		1,284
Employee share-based compensation	Employee share-based compensation	—		9		9		—		17		17								Employee share-based compensation	—			—		9		9
Restructuring and other charges		312		(5)		307		21		5		26
Restructuring																				Restructuring	3			4		—		4
Transaction and integration costs	Transaction and integration costs	—		—		—		4		—		4								Transaction and integration costs	3			(1)		—		(1)
Amortization of fair value step-up for content	Amortization of fair value step-up for content	1		419		420		—		401		401								Amortization of fair value step-up for content	121			—		126		126
Inter-segment eliminations	Inter-segment eliminations	(2)		—		(2)		—		—		—								Inter-segment eliminations	(7)			—		—		—
Loss on disposition		—		—		—		(72)		—		(72)
Impairments and loss on dispositions																				Impairments and loss on dispositions	1			—		—		—
Operating income	Operating income	$	1,419	$	367	$	1,786	$	2,460	$	14	$	2,474							Operating income	$	868		$	947	$	217	$	1,164

(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.	(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.																	(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.

Revenues

~~Advertising~~Distribution revenue ~~increased 2%~~decreased 3% for the three ~~and six~~ months ended June 30, 2022, primarily attributable to increased sports advertising in the U.S., partially offset by lower news, kids, and general entertainment in the U.S. International networks were, in part, impacted by the sale of Chilevisión in September 2021.

~~Distribution revenue decreased 1% and was flat for the three and six months ended June 30, 2022, respectively,~~March 31, 2023, primarily attributable to a decline in linear subscribers in the U.S. ~~and lower contractual affiliate rates in some European markets,~~, partially offset by ~~an increase in~~higher U.S. contractual affiliate rates.

~~Content~~Advertising revenue ~~increased 11% and 46%for the three and six months ended June 30, 2022, respectively. The increase~~decreased 14% for the three months ended ~~June 30, 2022 was~~March 31, 2023, primarily attributable to audience declines in domestic general entertainment and news networks, soft advertising markets in the U.S., and to a lesser extent, certain international markets, and the broadcast of the 2022 Olympics in Europe, partially offset by higher ~~inter-segment licensing of digital content. The increase~~domestic sports advertising due to the NCAA March Madness tournament.

Content revenue decreased 51% for the ~~six~~three months ended ~~June 30, 2022 was~~March 31, 2023, primarily attributable to ~~higher third party international licensing~~lower sublicensing of sports rights ~~mainly~~internationally related to ~~Olympic sports rights to~~the prior year broadcast ~~networks throughout Europe.~~of the 2022 Olympics.

Other revenue increased ~~6% and 10%~~96% for the three ~~and six~~ months ended ~~June 30, 2022, respectively.~~March 31, 2023, primarily attributable to services provided to the unconsolidated BT Sport joint venture.

Costs of Revenues

~~Cost~~Costs of revenues ~~increased 14% and 15%~~decreased 10% for the three ~~and six~~ months ended ~~June 30, 2022, respectively. The increase for the three and six months ended June 30, 2022 was~~March 31, 2023, primarily attributable to lower costs related to the prior year broadcast of the 2022 Olympics and lower domestic general entertainment content expense, partially offset by higher domestic sports rights and ~~content expense.~~

costs associated with the unconsolidated BT Sport joint venture.

Selling, General and Administrative

Selling, general and administrative expenses ~~were flat~~decreased 11% for the three months ended ~~June 30, 2022, as higher marketing expenses were offset by cost synergies, and increased 2% for the six months ended June 30, 2022,~~March 31, 2023, primarily attributable to ~~higher~~lower marketing ~~offset by cost synergies.~~expenses.

Adjusted EBITDA

Adjusted EBITDA decreased ~~11% and~~ 10% for the three ~~and six~~ months ended ~~June 30, 2022, respectively.~~March 31, 2023.

DTC Segment

The following ~~tables present,~~table presents, for our DTC segment, revenues by type, certain operating expenses, Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating ~~income~~loss (in millions).

Three Months Ended June 30,
2022 2021 % Change
Actual Pro Forma
Adjustments Pro Forma
Combined
Actual (a)
Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma Combined
(Actual) Pro Forma
Combined
(ex-FX)
Revenues:
Advertising $ 96 $ 1 $ 97 $ 33 $ 4 $ 37 NM NM NM
Distribution 1,993 171 2,164 180 1,996 2,176 NM (1) % 1 %
Content 132 11 143 2 134 136 NM 5 % 5 %
Other 4 2 6 1 2 3 NM NM NM
Total revenues 2,225 185 2,410 216 2,136 2,352 NM 2 % 4 %
Costs of revenues, excluding depreciation and amortization 1,902 165 2,067 183 1,396 1,579 NM 31 % 33 %
Selling, general and administrative 841 62 903 362 646 1,008 NM (10) % (10) %
Adjusted EBITDA (518) (42) (560) (329) 94 (235) (57) % NM NM
Depreciation and amortization 554 (107) 447 54 445 499
Employee share-based compensation — (1) (1) — 3 3
Restructuring and other charges 475 (3) 472 — 1 1
Amortization of fair value step-up for content 65 (23) 42 — 48 48
Inter-segment eliminations 10 — 10 — — —
Loss on disposition 4 — 4 — — —
Operating loss $ (1,626) $ 92 $ (1,534) $ (383) $ (403) $ (786)
(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.


		Six Months Ended June 30,																			Three Months Ended March 31,
		2022						2021						% Change							2023		2022							% Change
		Actual		Pro Forma Adjustments		Pro Forma Combined		Actual (a)		Pro Forma Adjustments		Pro Forma Combined		Actual		Pro Forma Combined (Actual)		Pro Forma Combined (ex-FX)			Actual			Actual (a)		Pro Forma Adjustments		Pro Forma Combined			Actual		Pro Forma Combined (Actual)		Pro Forma Combined (ex-FX)
Revenues:	Revenues:																			Revenues:
Distribution																				Distribution	$	2,165		$	232	$	1,979	$	2,211		NM		(2)	%	(1)	%
Advertising	Advertising	$	142	$	36	$	178	$	50	$	6	$	56	NM						Advertising	103			46		35		81			NM		27	%	29	%
Distribution		2,225		2,150		4,375		289		3,806		4,095		NM		7	%	8	%
Content	Content	134		230		364		3		245		248		NM		47	%	47	%	Content	185			2		219		221			NM		(16)	%	(16)	%
Other	Other	5		3		8		1		8		9		NM		(11)	%	(11)	%	Other	2			1		1		2			NM		—	%	NM
Total revenues	Total revenues	2,506		2,419		4,925		343		4,065		4,408		NM		12	%	13	%	Total revenues	2,455			281		2,234		2,515			NM		(2)	%	(1)	%
Costs of revenues, excluding depreciation and amortization	Costs of revenues, excluding depreciation and amortization	2,082		1,881		3,963		335		2,667		3,002		NM		32	%	34	%	Costs of revenues, excluding depreciation and amortization	1,815			180		1,814		1,994			NM		(9)	%	(8)	%
Selling, general and administrative	Selling, general and administrative	1,169		909		2,078		827		1,258		2,085		41	%	—	%	—	%	Selling, general and administrative	590			328		847		1,175			80	%	(50)	%	(50)	%
Adjusted EBITDA	Adjusted EBITDA	(745)		(371)		(1,116)		(819)		140		(679)		9	%	(64)	%	(67)	%	Adjusted EBITDA	50			(227)		(427)		(654)			NM
Depreciation and amortization	Depreciation and amortization	650		267		917		121		910		1,031								Depreciation and amortization	506			96		378		474
Employee share-based compensation	Employee share-based compensation	—		—		—		—		8		8								Employee share-based compensation	—			—		1		1

Restructuring and other charges		475		(3)		472		1		4		5
Restructuring																				Restructuring	9			—		—		—
Transaction and integration costs	Transaction and integration costs	1		—		1		—		—		—								Transaction and integration costs	—			1		—		1
Amortization of fair value step-up for content	Amortization of fair value step-up for content	65		20		85		—		98		98								Amortization of fair value step-up for content	134			—		60		60
Inter-segment eliminations	Inter-segment eliminations	10		—		10		—		—		—								Inter-segment eliminations	2			—		—		—
Loss on disposition		4		—		4		—		—		—
Impairments and loss on dispositions																				Impairments and loss on dispositions	5			—		—		—
Operating loss	Operating loss	$	(1,950)	$	(655)	$	(2,605)	$	(941)	$	(880)	$	(1,821)							Operating loss	$	(606)		$	(324)	$	(866)	$	(1,190)

(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.	(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.																	(a) Prior year actual results have been recast to conform to the current period presentation as a result of the Merger and segment recast.

Revenues

As of ~~June 30, 2022,~~March 31, 2023, we had 9297.6 million ~~core~~ DTC subscribers.1

Distribution revenue decreased 1% for the three months ended March 31, 2023, primarily attributable to a decline in wholesale revenues, partially offset by global retail subscriber gains.

Advertising revenue increased ~~$61 million and $123 million~~29% for the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023, primarily attributable to ~~the launch of the HBO Max ad-supported tier in June 2021 and~~ subscriber growth on ~~the discovery+ ad-lite tier.~~our DTC ad-supported tiers.

~~Distribution~~Content revenue ~~increased 1% and~~decreased 16% for the three months ended March 31, 2023, primarily attributable to lower third-party licensing of HBO content.

Costs of Revenues

Costs of revenues decreased 8% for the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023, primarily attributable to ~~global retail subscriber gains at discovery+~~lower content amortization and ~~HBO Max that were largely offset by lower domestic wholesale subscribers resulting from~~ the ~~Amazon Channels expiration in September 2021 for HBO Max.~~

~~Content revenue increased 5% and 47% for the three and six months ended June 30, 2022, respectively, primarily attributable to higher licensing~~shutdown of ~~HBO Max content to third parties.~~CNN+.

1 We define a ~~“Core DTC~~“DTC Subscription” as:

a)(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; b)(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; ~~and c)~~(iii) a wholesale subscription to discovery+, HBO or HBO Max for which we have recognized subscription revenue on a per subscriber ~~basis.~~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~~“DTC Subscription” as used herein excludes:

a) (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; b)(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 (such subscribers may also be referred to as “non-core” subscribers); c)~~time; (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and d)(iv) users on free ~~trials.~~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.

5639

~~Costs of Revenues~~

Costs of revenues increased 33% and 34% for the three and six months ended June 30, 2022, respectively, primarily attributable to increased investments in programming expenses to support existing platforms and new market launches.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses decreased ~~10%~~50% for the three months ended ~~June 30, 2022 and was flat for the six months ended June 30, 2022. The decrease~~March 31, 2023, primarily attributable to more efficient marketing-related spend.

Adjusted EBITDA

Adjusted EBITDA increased $704 million for the three months ended ~~June 30, 2022 was primarily attributable to more efficient and measured marketing-related spend to support discovery+ and HBO Max.~~

~~Adjusted EBITDA~~

~~Adjusted EBITDA decreased $338 million and $451 million for the three and six months ended June 30, 2022, respectively.~~March 31, 2023.

Corporate

The following table presents our ~~unallocated corporate amounts including certain operating expenses,~~ Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating loss (in millions):.

Three Months Ended June 30,
2022 2021 % Change
Actual Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma Combined
(Actual) Pro Forma
Combined
(ex-FX)
Revenues $ 13 $ 3 $ 16 $ — $ 10 $ 10 NM 60 % 60 %
Costs of revenues, excluding depreciation and amortization 11 6 17 (2) 99 97 NM (82) % (82) %
Selling, general and administrative 307 97 404 96 158 254 NM 59 % 62 %
Adjusted EBITDA (305) (100) (405) (94) (247) (341) NM (19) % (21) %
Employee share-based compensation 147 (32) 115 27 63 90
Depreciation and amortization 72 (14) 58 25 47 72
Restructuring and other charges 68 (43) 25 — (1) (1)
Transaction and integration costs 982 (782) 200 35 1 36
Inter-segment eliminations (8) — (8) — — —
Operating loss $ (1,566) $ 771 $ (795) $ (181) $ (357) $ (538)

Six Months Ended June 30,
2022 2021 % Change
Actual Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma Combined
(Actual) Pro Forma
Combined
(ex-FX)
Revenues $ 13 $ 19 $ 32 $ — $ 16 $ 16 NM NM NM
Costs of revenues, excluding depreciation and amortization 11 50 61 (4) 181 177 NM (66) % (66) %
Selling, general and administrative 411 322 733 182 276 458 NM 60 % 63 %
Adjusted EBITDA (409) (353) (762) (178) (441) (619) NM (23) % (25) %
Employee share-based compensation 204 (11) 193 88 138 226
Depreciation and amortization 96 11 107 47 94 141
Restructuring and other charges 69 (44) 25 — 44 44
Transaction and integration costs 1,069 (564) 505 35 790 825
Inter-segment eliminations (8) — (8) — — —
Operating loss $ (1,839) $ 255 $ (1,584) $ (348) $ (1,507) $ (1,855)


	Three Months Ended March 31,
	2023		2022							% Change
	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	%
Employee share-based compensation	106			57		21		78
Depreciation and amortization	76			24		24		48
Restructuring	7			1		(1)		—
Transaction and integration costs	42			87		218		305
Impairments and loss on dispositions	25			—		—		—


Inter-segment eliminations	4			—		—		—
Operating loss	$	(615)		$	(273)	$	(515)	$	(788)

Corporate operations primarily consist of executive management and administrative support services, which are recorded in selling, general and administrative expense, as well as substantially all of our share-based compensation and third-party transaction and integration costs.

~~As reported transaction and integration costs~~Adjusted EBITDA remained flat for the three ~~and six~~ months ended ~~June 30, 2022 included the impact of the issuance of additional shares of common stock~~March 31, 2023,primarily attributable to ~~Advance/Newhouse Programming Partnership of $789 million upon the closing of the Merger. (See Note 2~~reductions to ~~the accompanying consolidated financial statements.)~~personnel costs and technology-related operating expenses, which were largely offset by unfavorable interest rate impacts onsecuritization costs.

Inter-segment Eliminations

The following ~~tables~~table presents our inter-segment eliminations by revenue and expense, Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating loss (in millions):.

Three Months Ended June 30,
2022 2021 % Change
Actual Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma
Adjustments Pro Forma
Combined Actual Pro Forma Combined
(Actual) Pro Forma
Combined
(ex-FX)
Inter-segment revenue eliminations $ (949) $ (139) $ (1,088) $ — $ (648) $ (648) NM (68) % (68) %
Inter-segment expense eliminations (935) (116) (1,051) — (679) (679) NM (55) % (55) %
Adjusted EBITDA (14) (23) (37) — — 31 31 NM NM NM
Restructuring and other charges (18) — (18) — — —
Amortization of fair value step-up for content 241 — 241 — — —
Operating income (loss) $ (237) $ (23) $ (260) $ — $ 31 $ 31


		Six Months Ended June 30,																			Three Months Ended March 31,
		2022							2021						% Change						2023		2022							% Change
		Actual		Pro Forma Adjustments		Pro Forma Combined			Actual		Pro Forma Adjustments		Pro Forma Combined		Actual	Pro Forma Combined (Actual)		Pro Forma Combined (ex-FX)			Actual			Actual		Pro Forma Adjustments		Pro Forma Combined			Actual	Pro Forma Combined (Actual)		Pro Forma Combined (ex-FX)

Inter-segment revenue eliminations	Inter-segment revenue eliminations	$	(949)	$	(1,065)	$	(2,014)		$	—	$	(1,323)	$	(1,323)	NM	(52)	%	(52)	%	Inter-segment revenue eliminations	$	(548)		$	—	$	(926)	$	(926)		NM	41	%	41	%
Inter-segment expense eliminations	Inter-segment expense eliminations	(935)		(1,038)		(1,973)			—		(1,361)		(1,361)		NM	(45)	%	(45)	%	Inter-segment expense eliminations	(564)			—		(922)		(922)			NM	39	%	39	%
Adjusted EBITDA	Adjusted EBITDA	(14)		(27)		(41)		—	—		38		38		NM					Adjusted EBITDA	16			—		(4)		(4)			NM
Restructuring and other charges		(18)		—		(18)			—		—		—

Amortization of fair value step-up for content	Amortization of fair value step-up for content	241		—		241			—		—		—							Amortization of fair value step-up for content	134			—		—		—
Operating income (loss)		$	(237)	$	(27)	$	(264)		$	—	$	38	$	38

Operating loss																				Operating loss	$	(118)		$	—	$	(4)	$	(4)

Inter-segment revenue and expense eliminations primarily represent inter-segment content transactions and marketing and promotion activity between reportable segments. In our current segment structure, in certain instances, production and distribution activities are in different segments. Inter-segment content transactions are presented “gross” (i.e. the segment producing and/or licensing the content reports revenue and profit from inter-segment transactions in a manner similar to the reporting of third-party transactions, and the required eliminations are reported on the separate “Eliminations” line when presenting our summary of segment results). Generally, timing of revenue recognition is similar to the reporting of third-party transactions. The segment distributing the content, e.g. via our DTC or linear services, capitalizes the cost of inter-segment content transactions, including “mark-ups” and amortizes the costs over the shorter of the license term, if applicable, or the expected period of use. The content amortization expense related to the inter-segment profit is also eliminated on the separate “Eliminations” line when presenting our summary of segment results.

5840

~~FINANCIAL CONDITION~~LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Sources of Cash

Historically, we have generated a significant amount of cash from operations. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we funded our working capital needs primarily through cash flows from operations. As of ~~June 30, 2022,~~March 31, 2023, we had $2.6 billion of cash and cash equivalents on hand. We are a well-known seasoned issuer and have the ability to conduct registered offerings of securities, including debt securities, common stock and preferred stock, on short notice, subject to market conditions. Access to sufficient capital from the public market is not assured. ~~As of June 30, 2022, we also~~We have a $6.0 billion revolving credit facility and a ~~$1.5 billion~~ commercial paper program as described below. ~~In connection with the Merger, we incurred~~We also participate in a ~~substantial amount of additional third-party indebtedness, which has significantly increased our future financial commitments, including aggregate interest payments.~~revolving receivables program and an accounts receivable factoring program described below.

•Debt

Senior Notes

During the three months ended March 31, 2023 we issued $1.5 billion of 6.412% fixed rate senior notes due March 2026. After March 2024, the senior notes are redeemable at par plus accrued and unpaid interest.

Revolving Credit Facility and Commercial Paper

~~In June 2021, Discovery Communications, LLC (“DCL”) entered into~~We have a multicurrency revolving credit agreement (the “Revolving Credit Agreement”)~~, replacing the existing $2.5 billion credit agreement, dated February 4, 2016, as amended. DCL has~~ and have the capacity to borrow up to $6.0 billion under the Revolving Credit Agreement (the “Credit Facility”). ~~The Revolving Credit Agreement includes a $150 million sublimit for the issuance of standby letters of credit. DCL~~We may also request additional commitments up to $1$1.0 billion from the lenders upon the satisfaction of certain conditions. Obligations under the Revolving Credit Agreement are unsecured and are fully and unconditionally guaranteed by the Company, Scripps Networks Interactive, Inc. (“Scripps Networks”), and WarnerMedia Holdings, Inc. The Credit Facility will be available on a revolving basis until June 2026, with an option for up to two additional 364-day renewal periods subject to the lenders' consent. The Revolving Credit Agreement contains customary representations and warranties as well as affirmative and negative covenants. As of ~~June 30, 2022,~~March 31, 2023, DCL was in compliance with all covenants and there were no events of default under the Revolving Credit Agreement.

Additionally, our commercial paper program is supported by the Credit Facility. Under the commercial paper program, we may issue up to $1.5 billion, including up to $500 million of euro-denominated borrowings. Borrowing capacity under the Credit Facility is effectively reduced by any outstanding borrowings under the commercial paper program.

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we borrowed and repaid ~~$90~~$933 million under our commercial paper program. As of ~~June 30, 2022 and December~~March 31, ~~2021, the Company~~2023, we had no outstanding borrowings under the Credit Facility or the commercial paper program.

In April 2023, we borrowed $750 million under our Credit Facility to fund certain sports rights payments, which is expected to be repaid within the current quarter.

•Revolving Receivables Program

We have a revolving agreement to transfer up to $5,700 millionof certain receivables through our bankruptcy-remote subsidiary, Warner Bros. Discovery Receivables Funding, LLC, to various financial institutions on a recurring basis in exchange for cash equal to the gross receivables transferred. We service the sold receivables for the financial institution for a fee and pay fees to the financial institution in connection with this revolving agreement. As customers pay their balances, our available capacity under this revolving agreement increases and typically we transfer additional receivables into the program. In some cases, we may have collections that have not yet been remitted to the bank, resulting in a liability. The outstanding portfolio of receivables derecognized from our consolidated balance sheets was $5,300 millionas of March 31, 2023.

•Accounts Receivable Factoring

We have a factoring agreement to sell certain of our non-U.S. trade accounts receivable on a non-recourse basis to a third-party financial institution. Total trade accounts receivable sold under our factoring arrangement was $72 million during thethree months ended March 31, 2023.

•Derivatives

We received investing proceeds of ~~$720~~$20 million during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 from the unwind and settlement of derivative instruments. (See Note 1210 to the accompanying consolidated financial statements.)

•~~Investments and Business Combinations~~

~~During the six months ended June 30, 2022, we completed the sale of our minority interest in Discovery Education and received cash of $138 million.~~

~~In addition, we acquired $2.4 billion of cash in conjunction with the Merger.~~

Uses of Cash

Our primary uses of cash include the creation and acquisition of new content, business acquisitions, income taxes, personnel costs, costs to develop and market ~~HBO~~our enhanced streaming service Max, ~~and discovery+,~~ principal and interest payments on our outstanding senior notes and term loan, funding for various equity method and other investments, and repurchases of our capital stock.

•Content Acquisition

We plan to continue to invest significantly in the creation and acquisition of new ~~content. Subsequent to the Merger, contractual~~content, as well as certain sports rights. Contractual commitments to acquire content have ~~increased significantly compared to our commitments~~not materially changed as set forth in “Material Cash Requirements from Known Contractual and Other Obligations” in Item 7, ~~“Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2021~~2022 Form 10-K. ~~(See Note 19 to the accompanying consolidated financial statements.)~~

•Debt

Term Loan

During the ~~six~~three months ended ~~June 30, 2022, the Company~~March 31, 2023, we repaid $~~3.5~~1.5 billion of aggregate principal amount outstanding of ~~its~~our term ~~loans~~loan prior to the due ~~October 2023 and~~date of April 2025.

Senior Notes

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we repaid ~~in full at maturity $327~~$106 million of aggregate principal amount outstanding of our ~~2.375% Euro Denominated Senior Notes~~senior notes due ~~March 2022.~~February 2023. In addition, we have ~~$106 million, $796~~$179 million and ~~$192~~$82 million of senior notes coming due in ~~February, March,~~September and ~~April~~December 2023, ~~respectively.~~

~~In anticipation of the Merger, WarnerMedia Holdings, Inc., formerly a wholly owned subsidiary of AT&T, entered into a $10 billion term loan credit agreement (the “Term Loan Credit Agreement”)~~respectively, and issued $30 billion aggregate principal amount of senior unsecured notes. The proceeds were used to fund the cash payments to AT&T and to otherwise fund the Merger and pay fees and expenses. Upon completion of the Merger, AT&T was released from all obligations and the debt was unconditionally guaranteed on a senior unsecured basis by WBD and each wholly owned domestic subsidiary of WBD that is a borrower or considered a subsidiary guarantor under the Term Loan Credit Agreement or the Revolving Credit Agreement, and will rank equally with all of the Company's other unsecured senior debt.

~~On a consolidated basis, we also assumed an additional $1.5~~$3.2 billion of senior notes ~~(at par value) issued by~~coming due in the ~~WarnerMedia Business that existed prior to the Merger.~~first quarter of 2024.

•Capital Expenditures and Investments in Next Generation Initiatives

We effected capital expenditures of ~~$307~~$299 million during the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, including amounts capitalized to support ~~our next generation platforms, such as HBO Max and discovery+.~~Max. In addition, we expect to continue to incur significant costs to develop and market ~~HBO Max and discovery+ streaming products in the future.~~Max.

•Investments and Business Combinations

Our uses of cash have included investments in equity method investments and equity investments without readily determinable fair value. (See Note 98 to the accompanying consolidated financial statements.) We also provide funding to our investees from time to time. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we contributed ~~$109~~$13 million for investments in and advances to our investees.

We expect to incur significant, one-time transaction and integration costs during the first year following the Merger. (See Note 3 to the accompanying consolidated financial statements.)

•Redeemable Noncontrolling Interest and Noncontrolling Interest

Due to business combinations, we ~~have~~had redeemable equity balances of ~~$328~~$309 million at ~~June 30, 2022,~~March 31, 2023, which may require the use of cash in the event holders of noncontrolling interests put their interests to us. In 2022, GoldenTree exercised its put right and we are required to purchase GoldenTree’s noncontrolling interest. (See Note 16 to the accompanying consolidated financial statements.) Distributions to noncontrolling interests and redeemable noncontrolling interests totaled ~~$264~~$237 million and ~~$213~~$224 million for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

•~~Common Stock Repurchases~~

Historically, we have funded our stock repurchases through a combination of cash on hand, cash generated by operations, and the issuance of debt. In February 2020, our Board of Directors authorized additional stock repurchases of up to $2 billion upon completion of our existing $1 billion repurchase authorization announced in May 2019. Under the new stock repurchase authorization, management is authorized to purchase shares from time to time through open market purchases at prevailing prices or privately negotiated purchases subject to market conditions and other factors. During the six months ended June 30, 2022, we did not repurchase any of our common stock.

•Income Taxes and Interest

We expect to continue to make payments for income taxes and interest on our outstanding senior notes. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, we made cash payments of ~~$442~~$312 million and ~~$390~~$920 million for income taxes and interest on our outstanding debt, respectively. ~~We expect cash~~Cash required for interest payments ~~to increase~~has increased significantly as a result of the Merger.

6042

Cash Flows

The following table presents changes in cash and cash equivalents (in millions).


		Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash, cash equivalents, and restricted cash, beginning of period	Cash, cash equivalents, and restricted cash, beginning of period	$	3,905	$	2,122	Cash, cash equivalents, and restricted cash, beginning of period	$	3,930	$	3,905
Cash provided by operating activities		1,334		1,103
Cash provided by investing activities		2,880		196
Cash (used in) provided by operating activities						Cash (used in) provided by operating activities	(631)		323
Cash (used in) provided by investing activities						Cash (used in) provided by investing activities	(257)		529
Cash used in financing activities	Cash used in financing activities	(4,157)		(538)		Cash used in financing activities	(432)		(587)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(66)		(49)		Effect of exchange rate changes on cash, cash equivalents, and restricted cash	29		(5)
Net change in cash, cash equivalents, and restricted cash	Net change in cash, cash equivalents, and restricted cash	(9)		712		Net change in cash, cash equivalents, and restricted cash	(1,291)		260
Cash, cash equivalents, and restricted cash, end of period	Cash, cash equivalents, and restricted cash, end of period	$	3,896	$	2,834	Cash, cash equivalents, and restricted cash, end of period	$	2,639	$	4,165

Operating Activities

Cash (used in) provided by operating activities was ~~$1,334~~$(631) million and ~~$1,103~~$323 million during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The ~~increase~~decrease in cash provided by operating activities was primarily attributable to ~~an increase in net income excluding non-cash items, partially offset by~~ a negative fluctuation in working capital ~~activity.~~activity and a decrease in net income, excluding non-cash items.

Investing Activities

Cash (used in) provided by investing activities was ~~$2,880~~$(257) million and ~~$196~~$529 million during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The ~~increase~~decrease in cash provided by investing activities was primarily attributable to less proceeds received ~~from cash acquired during the Merger and~~ from the unwind and settlement of derivative instruments ~~partially offset by a reduction in cash received from the sales~~ and ~~maturities~~increased purchases of ~~investments~~property and equipment during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023.

Financing Activities

Cash used in financing activities was ~~$4,157~~$432 million and ~~$538~~$587 million during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The ~~increase~~decrease in cash used in financing activities was primarily attributable to ~~principal repayments made on our term loans and senior notes and an increase in distributions to noncontrolling interests and redeemable noncontrolling interests~~less net debt activity during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023.

Capital Resources

As of ~~June 30, 2022,~~March 31, 2023, capital resources were comprised of the following (in millions).
June 30, 2022
Total
Capacity Outstanding
Indebtedness Unused
Capacity
Cash and cash equivalents $ 2,575 $ — $ 2,575
Revolving credit facility and commercial paper program 6,000 — 6,000
Term loans 6,500 6,500 —
Senior notes (a)
46,259 46,259 —
Total $ 61,334 $ 52,759 $ 8,575
(a) Interest on the senior notes is paid annually or semi-annually. Our senior notes outstanding as of June 30, 2022 had interest rates that ranged from 1.82% to 9.15% and will mature between 2023 and 2062.

In anticipation of the Merger, WarnerMedia Holdings, Inc., formerly a wholly owned subsidiary of AT&T, entered into the Term Loan Credit Agreement and issued $30 billion aggregate principal amount of senior unsecured notes. The proceeds were used to fund the cash payments to AT&T and to otherwise fund the Merger and pay fees and expenses. Upon completion of the Merger, AT&T was released from all obligations and the debt was unconditionally guaranteed on a senior unsecured basis by WBD and each wholly owned domestic subsidiary of WBD that is a borrower or considered a subsidiary guarantor under the Term Loan Credit Agreement or the Credit Agreement, and will rank equally with all of the Company's other unsecured senior debt.

~~On a consolidated basis, we also assumed an additional $1.5 billion of senior notes (at par value) issued by the WarnerMedia Business that existed prior to the Merger.~~


	March 31, 2023
	Total Capacity		Outstanding Indebtedness		Unused Capacity
Cash and cash equivalents	$	2,594	$	—	$	2,594
Revolving credit facility and commercial paper program	6,000		—		6,000
Term loans	2,500		2,500		—
Senior notes (a)	46,715		46,715		—
Total	$	57,809	$	49,215	$	8,594

(a) Interest on the senior notes is paid annually or semi-annually. Our senior notes outstanding as of March 31, 2023 had interest rates that ranged from 1.90% to 9.15% and will mature between 2023 and 2062.

We expect that our cash balance, cash generated from operations and availability under the Credit ~~Facility~~Agreements will be sufficient to fund our cash needs for both the short-term and the long-term. Our borrowing costs and access to capital markets can be affected by short and long-term debt ratings assigned by independent rating agencies which are based, in part, on our performance as measured by credit metrics such as interest coverage and leverage ratios.

As of ~~June 30, 2022,~~March 31, 2023, we held ~~$1.2~~$2.4 billion of our $2.6 billion of cash and cash equivalents in our foreign subsidiaries. The 2017 Tax ~~Cuts and Jobs~~ Act ~~of 2017~~ features a participation exemption regime with current taxation of certain foreign income and imposes a mandatory repatriation toll tax on unremitted foreign earnings. Notwithstanding the U.S. taxation of these amounts, we intend to continue to reinvest these funds outside of the U.S. Our current plans do not demonstrate a need to repatriate them to the U.S. However, if these funds ~~are~~were to be needed in the U.S., we would be required to accrue and pay non-U.S. taxes to repatriate them. The determination of the amount of unrecognized deferred income tax liability with respect to these undistributed foreign earnings is not practicable.

Summarized Guarantor Financial Information

Basis of Presentation

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, all of the Company’s outstanding ~~$14.7~~$13.8 billion registered senior notes have been issued by DCL, a wholly owned subsidiary of the Company, and guaranteed by the Company, Scripps Networks, and WarnerMedia Holdings, Inc. As of ~~June 30, 2022,~~March 31, 2023, the Company also has outstanding ~~$30.0~~$31.5 billion of senior notes issued by WarnerMedia Holdings, Inc. and guaranteed by the Company, Scripps and DCL; ~~$1.5~~$1.4 billion of senior notes issued by the legacy WarnerMedia Business (not guaranteed); and approximately $23 million of un-exchanged senior notes issued by Scripps Networks (not guaranteed). (See Note 109 to the accompanying consolidated financial statements.) DCL primarily includes the Discovery Channel and TLC networks in the U.S. DCL is a wholly owned subsidiary of the Company. Scripps Networks is also ~~100%~~wholly owned by the Company.

The tables below present the summarized financial information as combined for Warner Bros. Discovery, Inc. (the “Parent”), Scripps Networks, DCL, and WarnerMedia Holdings, Inc. (collectively, the “Obligors”). All guarantees of DCL and WarnerMedia Holdings, Inc.'s’s senior notes (the “Note Guarantees”) are full and unconditional, joint and several and unsecured, and cover all payment obligations arising under the senior notes.

Note Guarantees issued by Scripps Networks, DCL or WarnerMedia Holdings, Inc., or any subsidiary of the Parent that in the future issues a Note Guarantee (each, a “Subsidiary Guarantor”) may be released and discharged (i) concurrently with any direct or indirect sale or disposition of such Subsidiary Guarantor or any interest therein, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under its guarantee of payment, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into DCL, WarnerMedia Holdings, Inc. or the Parent or another Subsidiary Guarantor, as applicable, or upon the liquidation of such Subsidiary Guarantor and (iv) other customary events constituting a discharge of the Obligors’ obligations.

Summarized Financial Information

The Company has included the accompanying summarized combined financial information of the Obligors after the elimination of intercompany transactions and balances among the Obligors and the elimination of equity in earnings from and investments in any subsidiary of the Parent that is a non-guarantor (in millions). The summarized balance sheet information as of December 31, 2021 does not include information with respect to WarnerMedia Holdings, Inc., as WarnerMedia Holdings, Inc. was a wholly-owned subsidiary of AT&T with ~~de minimis~~ assets and no operating activities for the year ended December 31, 2021. The summarized income statement information for the six months ended June 30, 2022 includes information with respect to WarnerMedia Holdings, Inc. beginning subsequent to the close of the Merger.

June 30, 2022 December 31, 2021
Current assets $ 1,809 $ 4,452
Non-guarantor intercompany trade receivables, net 109 85
Noncurrent assets 5,853 5,969
Current liabilities 1,938 1,018
Noncurrent liabilities 51,318 15,778


	March 31, 2023		December 31, 2022
Current assets	$	1,262	$	1,949
Non-guarantor intercompany trade receivables, net	164		112
Noncurrent assets	5,774		5,785
Current liabilities	3,789		1,095
Noncurrent liabilities	45,663		48,839

~~Six~~Three Months Ended ~~June 30, 2022~~March 31, 2023

Revenues

~~1,099~~489

Operating income

~~(770)~~117

Net income

~~(882)~~(340)

Net income available to Warner Bros. Discovery, Inc.

~~(886)~~(342)

MATERIAL CASH REQUIREMENTS FROM KNOWN CONTRACTUAL AND OTHER OBLIGATIONS

In the normal course of business, we enter into commitments for the purchase of goods or services that require us to make payments or provide funding in the event certain circumstances occur. ~~Subsequent to the Merger, total contractual~~Contractual commitments ~~particularly in respect of long-term debt and content purchase obligations,~~ have not increased significantly compared to our commitments set forth in “Material Cash Requirements from Known Contractual and Other Obligations” in Item 7, ~~“Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2021~~2022 Form 10-K. ~~(See Note 10 and Note 19 to the accompanying consolidated financial statements.)~~

RELATED PARTY TRANSACTIONS

In the ordinary course of business, we enter into transactions with related parties, primarily the Liberty Group and our equity method investees. (See Note 1815 to the accompanying consolidated financial statements.)

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

~~Except for updates to accounting policies as a result of the Merger described in Note 1 to the accompanying consolidated financial statements, our~~Our critical accounting policies and estimates have not changed since December 31, ~~2021.~~2022. For a discussion of each of our critical accounting estimates listed below, including information and analysis of estimates and assumptions involved in their application, see “Critical Accounting Policies and Estimates” included in Item 7, ~~“Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2021~~2022 Form 10-K:

•Uncertain tax positions;

•Goodwill and intangible assets;

•Content rights;

•Consolidation; and

•Revenue recognition

NEW ACCOUNTING AND REPORTING PRONOUNCEMENTS

We adopted certain new accounting and reporting standards during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. (See Note 1 to the accompanying consolidated financial statements.)

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q ~~as well as in other public statements we may make, may~~ constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, marketing and operating strategies, integration of acquired businesses, new service offerings, financial prospects and anticipated sources and uses of ~~capital and our recently completed acquisition of the WarnerMedia Business.~~capital. Words such as “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would,” among other terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be accomplished. The following is a list of some, but not all, of the factors that could cause actual results or events to differ materially from those anticipated:

•potential unknown liabilities, adverse consequences or unforeseen increased expenses associated with the ~~effects~~WarnerMedia Business or our efforts to integrate the WarnerMedia Business;

•inherent uncertainties involved in the estimates and assumptions used in the preparation of financial forecasts;

•our ~~recently completed~~level of debt, including the significant indebtedness incurred in connection with the acquisition of the WarnerMedia ~~Business;~~

•~~changes in the distribution~~Business, and viewing of television programming, including the continuing expanded deployment of personal video recorders, subscription video on demand, internet protocol television, mobile personal devices, personal tablets and user-generated content and their impact on television advertising revenue;our future compliance with debt covenants;

•~~continued consolidation of distribution customers and production studios;~~more intense competitive pressure from existing or new competitors in the industries in which we operate;

•~~a failure~~reduced spending on domestic and foreign television advertising, due to ~~secure affiliate~~macroeconomic trends, industry trends or ~~distribution agreements or the renewal~~unexpected reductions in our number of ~~such agreements or other wholesale subscription or bundled service arrangements on less favorable terms;~~

•~~rapid technological changes;~~

•~~the inability of advertisers or affiliates to remit payment to us in a timely manner or at all;~~

•~~general economic and business conditions, including the impact of the ongoing COVID-19 pandemic;~~subscribers;

•industry trends, including the timing of, and spending on, sports programming, feature film, television and television commercial production;

•~~spending on domestic and foreign television advertising;~~

•~~disagreements with our distributors or other business partners over contract interpretation;~~

•fluctuations in foreign currency exchange rates, political unrest and regulatory changes in international markets, including any proposed or adopted regulatory changes that impact the operations of our international media properties and/or modify the terms under which we offer our services and operate in international markets;

•market demand for foreign first-run and existing content libraries;

•~~the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate;~~

•~~uncertainties regarding the financial performance of~~negative publicity or damage to our ~~investments in unconsolidated entities;~~

•our ability to complete, integrate, maintain and obtain the anticipated benefits and synergies from our proposed business combinations and acquisitions, including our recently completed acquisition of the WarnerMedia Business, on a timely basisbrands, reputation or ~~at all;~~talent;

•uncertainties associated with product and service development and market acceptance, including the development and provision of programming for new television and telecommunications technologies, and the success of our ~~discovery+ and HBO Max~~ streaming ~~products;~~services;

•realizing direct-to-consumer subscriber ~~goals, including through the activation of subscriptions by subscribers receiving access through bundled services or other wholesale subscription arrangements;~~goals;

•~~future financial performance,~~general economic and business conditions, including ~~availability, terms,~~the impact of the ongoing COVID-19 pandemic, fluctuations in foreign currency exchange rates, and ~~deployment of capital;~~

•~~inherent uncertainties involved~~political unrest in the ~~estimates and assumptions used~~international markets in ~~the preparation of financial forecasts;~~which we operate;

•~~the ability of suppliers and vendors to deliver products, equipment, software, and services;~~

•~~the outcome of any pending or threatened or potential litigation, including any litigation that has been or may be instituted against usrelating to our recently completed acquisition of the WarnerMedia Business;~~

•~~availability of qualified personnel and recruiting, motivating and retaining talent;~~

•the possibility or duration of an industry-wide strike, player lock-outs or other job action affecting a major entertainment industry union, athletes or others involved in the development and production of our sports programming, television programming, feature films and interactive entertainment (e.g., games) who are covered by collective bargaining agreements;

•disagreements with our distributors or other business partners;

•continued consolidation of distribution customers and production studios;

•theft of our content and unauthorized duplication, distribution and exhibition of such content;

•threatened or actual cyber-attacks and cybersecurity breaches; and

•changes in, or failure or inability to comply with, laws and government regulations, including, without limitation, regulations of the Federal Communications Commission and similar authorities internationally and data privacy regulations and adverse outcomes from regulatory ~~proceedings;~~

•~~changes in income taxes due to regulatory changes or changes in our corporate structure;~~

•~~changes in the nature of key strategic relationships with partners, distributors and equity method investee partners;~~

•~~competitor responses to our products and services and the products and services of the entities in which we have interests;~~

•~~threatened or actual cyber-attacks and cybersecurity breaches;~~

•~~threatened terrorist attacks and military action, including the intensification or expansion of the conflict in Ukraine;~~

•~~service disruptions or the failure of communications satellites or transmitter facilities;~~

•~~theft of our content and unauthorized duplication, distribution and exhibition of such content;~~

•changes in existing U.S. and foreign laws and regulations, as well as possible private rights of action, regarding intellectual property rights protection and privacy, personal data protection and user consent;

•potential changes to the electromagnetic spectrum currently used for broadcast television and satellite distribution being considered by the Federal Communications Commission could negatively impact our WarnerMedia Business's ability to deliver pay-TV network feeds of our domestic pay-TV programming networks to our affiliates, and, in some cases, to produce high-value news and entertainment programming on location;

•~~our level of debt, including the significant indebtedness incurred in connection with the acquisition of the WarnerMedia Business, and our future compliance with debt covenants;~~

•~~reduced access to capital markets or significant increases in costs to borrow, including as a result of higher interest rates and perceived, potential or actual inflation; and~~

•~~a reduction of advertising revenue associated with unexpected reductions in the number of subscribers.~~proceedings.

These risks have the potential to impact the recoverability of the assets recorded on our balance sheets, including goodwill orand other intangibles. Additionally, many of these risks are ~~currently~~ amplified by and may, in the future, continue to be amplified by the prolonged impact of the COVID-19 pandemic. ~~For additional risk~~Management’s expectations and assumptions, and the continued validity of any forward-looking statements we make, cannot be foreseen with certainty and are subject to change due to a broad range of factors ~~refer~~affecting the U.S. and global economies and regulatory environments, factors specific to Warner Bros. Discovery, and other factors described under Part I, Item 1A, “Risk Factors,” in our ~~2021~~2022 Form 10-K and Part II, Item 1A, “Risk Factors” in our Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “Q1 10-Q”) and this Quarterly Report on Form 10-Q for the period ended June 30, 2022.10-K. These forward-looking statements and such risks, uncertainties, and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions, or circumstances on which any such statement is based.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Quantitative and qualitative disclosures about our existing market risk are set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the ~~2021~~2022 Form 10-K. Our exposures to market risk have not changed materially since December 31, ~~2021.~~2022.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of ~~June 30, 2022.~~March 31, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~June 30, 2022,~~March 31, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

On April 8, 2022, Discovery completed its merger with WM. (See Note 3 to the accompanying consolidated financial statements). We are currently integrating policies, processes, people, technology and operations for the combined company. Management will continue to evaluate our internal control over financial reporting as we execute integration activities. During the three months ended ~~June 30, 2022, except as noted above,~~March 31, 2023, there were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

6646

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

InFrom time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, stockholders, vendors, other business ~~we experience routine claims and legal proceedings. It is~~partners or intellectual property. However, a determination as to the ~~opinion of our management, based on information available at this time, that none~~amount of the ~~current claims~~accrual required for such contingencies is highly subjective and ~~proceedings~~requires judgments about future events. Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company's results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on our consolidated financial position, future results of operations, or cash flows. ~~(See Note 19 to the accompanying consolidated financial statements.)~~

~~As of July 1,~~Between September 23, 2022 ~~eight~~and October 24, 2022, two purported class action lawsuits ~~had been filed by alleged Discovery stockholders against the Company related to the preliminary proxy statement filed with the SEC in connection with the Merger. The cases have been dismissed.~~

~~The dismissed cases are as follows: A complaint captioned Rahman~~(Collinsville Police Pension Board v. Discovery, Inc., et al., Case No. 1:~~21-cv-09785 (the “Rahman Complaint”)~~22-cv-08171; Todorovski v. Discovery, Inc., ~~was~~et a., Case No. 1:22-cv-09125) were filed in the United States District Court for the Southern District of New ~~York on November 23, 2021. A complaint captioned Chiao v.~~York. The complaints named Warner Bros. Discovery, Inc. ~~et al.~~, ~~Case No. 1:21-cv-10409, was filed in the United States District Court for the Southern District of New York on December 6, 2021. A complaint captioned Whitfield v.~~ Discovery, Inc. ~~et al.~~, Case No. 1:21-cv-10514 (the “Whitfield Complaint”), was filed by Matthew Whitfield in the United States District Court for the Southern District of New York on December 8, 2021. A complaint captioned Solakian v. Discovery Inc. et al., Case No. 1:21-cv-06806, was filed in the United States District Court for the Eastern District of New York on December 8, 2021. A complaint captioned Finger v. Discovery Inc. et al., Case No. 2:21-cv-09799, was filed in the United States District Court for the Central District of California on December 20, 2021. A complaint captioned Ciccotelli v. Discovery Inc. et al., Case No. 2:21-cv-05566, was filed in the United States District Court for the Eastern District of Pennsylvania on December 21, 2021. A complaint captioned Kent v. Discovery Inc. et al., Case No. 1:22-cv-00033-UNA, was filed by Michael Kent in the United States District Court for the District of Delaware on January 7, 2022. A complaint captioned Jones v. Discovery Inc. et al., Case No. 1:22-cv-00204, was filed by Brian Jones in the United States District Court for the Southern District of New York on January 10, 2022. Each of the above complaints namedDavid Zaslav, and Gunnar Wiedenfels as defendants Discovery and members of the Discovery Board. The Whitfield Complaint and the Rahman Complaint also named as defendants AT&T, Inc. and Drake Subsidiary, Inc. The Whitfield Complaint named Magallanes, Inc. as an additional defendant. Each of the complaints alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder.defendants. The complaints generally alleged that the ~~respective~~ defendants ~~filed a materially incomplete~~made false and misleading ~~preliminary proxy statement~~statements in SEC filings and in certain public statements relating to the Merger, in violation of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, and sought damages and other relief. On November 4, 2022, the court consolidated the Collinsville and Todorovski complaints under case number 1:22-CV-8171, and on December 12, 2022, the court appointed lead plaintiffs and lead counsel. On February 15, 2023, the lead plaintiffs filed an amended complaint adding Advance/Newhouse Partnership and Advance/Newhouse Programming Partnership (collectively, “Advance/Newhouse”), Steven A. Miron, Robert J. Miron, and Steven O. Newhouse as defendants. The amended complaint continues to assert violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, and seeks damages and other relief. On April 7, 2023, defendants moved to dismiss the amended complaint. The Company intends to vigorously defend these litigations.

On December 2, 2022, a purported class action and derivative lawsuit (Monroe County Employees’ Retirement System, Plumbers Local Union No. 519 Pension Trust Fund, and Davant Scarborough v. David M. Zaslav, et al., Case No. 2022-1115-JTL) was filed in the Delaware Court of Chancery (the “Monroe County Action”). The Monroe County Action named certain of the Company’s directors and officers, Advance/Newhouse, and AT&T as defendants. The Monroe County Action generally alleged that former directors and officers of Discovery and Advance/Newhouse breached their fiduciary duties in connection with the ~~SEC. Each~~Merger, and that AT&T aided and abetted these alleged breaches of ~~the complaints~~fiduciary duties. The Monroe County Action sought ~~injunctive relief,~~ damages and other relief.

Also on December 2, 2022, a separate purported class action lawsuit (Bricklayers Pension Fund of Western Pennsylvania v. Advance/Newhouse Partnership, Case No. 2022-1114-JTL) was filed in the Delaware Court of Chancery (the “Bricklayers Action”). The complaint in the Bricklayers Action names Advance/Newhouse and certain of the Company’s current and former directors as defendants and generally alleges that former directors of Discovery and Advance/Newhouse breached their fiduciary duties in connection with the Merger, and that Advance/Newhouse aided and abetted these alleged breaches of fiduciary duties. The Bricklayers Action seeks damages and other relief.

On January 11, 2023, the Delaware Court of Chancery consolidated the Monroe County Action and the Bricklayers Action under the caption In re Warner Bros. Discovery, Inc. Stockholders Litigation, Consolidated Case No. 2022-1114-JTL. On March 9, 2023, the court appointed the plaintiffs which filed the Bricklayers Action lead plaintiffs in the consolidated action. On April 5, 2023, the court approved a stipulated briefing schedule providing that the remaining defendants in the case (Advance/Newhouse, Robert Miron, Steven Miron, and Susan Swain) would respond to the complaint originally filed in the Bricklayers Action by May 15, 2023.

ITEM 1A. Risk Factors

Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, and cash flows as set forth under Part I, Item 1A ~~- Risk Factors~~“Risk Factors” of the Company’s ~~2021~~2022 Form 10-K and Part II, Item 1A - Risk Factors of the Company's Q1 Form 10-Q, as supplemented by the additional risk factor described below under “Risks Related to Our Industry.” In addition, certain of the risks described in our 2021 Form 10-K and Q1 Form 10-Q are amended and restated as set forth below.

10-K. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely impact our business, results of operations, financial position, and cash flows.

~~Risks Related to our Acquisition of the WarnerMedia Business~~

~~We could be required to recognize impairment charges related to goodwill and other intangible assets.~~

The Merger added a significant amount of goodwill and other intangible assets to our consolidated balance sheet. In accordance with GAAP, management periodically assesses these assets to determine if they are impaired. Significant negative industry or economic trends, including the ongoing effects of the COVID-19 pandemic, disruptions to our business, inability to effectively integrate acquired businesses, underperformance of the WarnerMedia Business as compared to management's initial expectations, unexpected significant changes or planned changes in use of the assets, divestitures and market capitalization declines may impair goodwill and other intangible assets. Any charges relating to such impairments could materially adversely affect our results of operations in the periods recognized.

We may be unable to provide (or obtain from third parties) the same types and level of services to the WarnerMedia Business that historically have been provided by AT&T or may be unable to provide (or obtain) them at the same cost.

Prior to the Merger, as part of a separate reporting segment of AT&T, the WarnerMedia Business was able to receive services from AT&T. Following the Merger, we have replaced these services either by providing them internally from our existing services or by obtaining them from unaffiliated third parties, including AT&T. These services include AT&T bundling HBO Max with some of its wireless and broadband offerings, and certain administrative and operating functions of which effective and appropriate performance is critical to the operations of the WarnerMedia Business and the Company as a whole following the Merger. AT&T is providing certain services on a transitional basis pursuant to a Transition Services Agreement (the “TSA”) with us. The duration of such services is subject to a limited term set out in the Services Schedule to the TSA. We may have difficulty enforcing the terms of the agreements governing the provision of these services or be unable to replace these services in a timely manner or on terms and conditions as favorable as those the WarnerMedia Business currently receives from AT&T. The costs for these services, or the costs associated with replacing these services, could in the aggregate be higher than the combination of our historical costs and those reflected in the historical financial statements of the WarnerMedia Business. If we are unable to replace the services provided by AT&T or are unable to replace them at the same cost or are delayed in replacing the services provided by AT&T, our results of operations may be materially adversely impacted.

If the results of operations of the WarnerMedia Business following the Merger continue to be below management’s expectations, the Company may not achieve the increases in revenues and net earnings that management expects as a result of the Merger.

In connection with our comprehensive business and strategic review which commenced following the Merger, we determined that certain WarnerMedia budget projections that were made available to us prior to closing varied from what we now view as WarnerMedia’s baseline post-closing. We are actively implementing actions to address these issues. However, as we derive a majority of our revenues and net earnings from the WarnerMedia Business, if the results of operations of the WarnerMedia Business continue to be below management’s expectations, we may not achieve the increases in revenue and net earnings expected as a result of the Merger.~~Significant factors that could negatively impact the results of operations of the WarnerMedia Business, and therefore harm the results of operations of the Company, include:~~

•~~more intense competitive pressure from existing or new competitors;~~

•~~fluctuations in the exchange rates in the jurisdictions in which the WarnerMedia Business operates;~~

•~~increases in promotional and operating costs for the WarnerMedia Business;~~

•~~a decline in the viewership or consumption of content provided by the WarnerMedia Business; and~~

•additional material variations in the results of operations of the WarnerMedia Business from expectations or projections of such results of operations, any or all of which may prove to be incorrect or inaccurate.

~~Risks Related to our Industry~~

~~If our DTC products fail to attract and retain subscribers, our business, financial condition and results of operations may be adversely impacted.~~

In January 2021, Discovery launched an aggregated DTC product, discovery+, in the U.S. In May 2020, the WarnerMedia Business launched HBO Max in the U.S. We have incurred and will likely continue to incur significant costs to develop and market discovery+ and HBO Max, including costs related to developing and implementing a go-to-market strategy that coordinates and/or combines our DTC products, and there can be no assurance that consumers and advertisers will embrace our offerings or that subscribers will activate or renew a subscription.

Our discovery+ and HBO Max offerings are subscription-based streaming products and are among many such services in a crowded and competitive landscape. Their success will also be largely dependent on our ability to initially attract, and ultimately retain, subscribers. Competitors to discovery+ and HBO Max include traditional linear programming networks, including our own linear channels, competing subscription video-on-demand services, and other digital entertainment platforms and offerings all vying for consumer time, attention and discretionary spending. If we are unable to effectively market our DTC products or if consumers do not perceive the pricing and related features of our DTC products to be of value versus our competitors, we may not be able to attract and retain subscribers. In particular, decreases in consumer discretionary spending where our DTC products are offered may reduce our ability to attract and retain subscribers to our services, which could have a negative impact on our business. Relatedly, a decrease in viewing subscribers on our advertising-supported DTC products could also have a negative impact on the rates we are able to charge advertisers for advertising-supported services. The ability to attract and retain subscribers will also depend in part on our ability to provide compelling content choices that are differentiated from that of our competitors and that are more attractive than other sources of entertainment that consumers could choose in their free time. Furthermore, our ability to provide a quality subscriber experience and our relative service levels, may also impact our ability to attract and retain subscribers. If existing subscribers, including those who receive subscriptions through wireless and broadband bundling arrangements with third parties, cancel or discontinue their subscriptions for any reason, including as a result of selecting an alternative wireless or broadband plan that does not bundle our products, or due to the availability of competing offerings that are perceived to offer greater value compared to our DTC products, our business may be adversely affected. We must continue to add new subscribers both to replace subscribers who cancel or discontinue their subscriptions and to grow our business. If we are unable to attract and retain subscribers and offset the losses of subscribers who cancel or discontinue their subscriptions to our DTC products, our business, financial condition and results of operations could be adversely affected.

~~Forecasting our financial results requires us to make judgements and estimates which may differ materially from actual results.~~

Given the dynamic nature of our business, the current uncertain economic climate and the inherent limitations in predicting the future, forecasts of our revenues, Adjusted EBITDA, free cash flow and core subscriber growth, and other financial and operating data, may differ materially from actual results, including as a result of events outside of our control and other risks and uncertainties described herein. Such discrepancies could cause a decline in the trading price of our common stock.

~~ITEM 5. Other Information~~

~~Aircraft Time Sharing Agreement~~

On August 1, 2022, Warner Media LLC (“Warner”), a wholly owned subsidiary of the Company, entered into an aircraft time sharing agreement for the use of Warner’s aircrafts (the “Aircraft Time Sharing Agreement”) with David Zaslav, the Company’s President and Chief Executive Officer.

Under the Aircraft Time Sharing Agreement and in accordance with Mr. Zaslav’s amended and restated employment agreement, dated as of May 16, 2021 (as amended, the “Employment Agreement”), Mr. Zaslav is entitled to use the Company’s aircrafts for up to 250 hours of personal use per year, which includes Mr. Zaslav’s spouse traveling separately on the aircraft if such travel is to join Mr. Zaslav at a location where he has travelled for business purposes. The Company shall pay for the first 125 hours of personal use and Mr. Zaslav shall reimburse the Company for personal use in excess of 125 hours. Under the Aircraft Time Sharing Agreement, the reimbursement rate is two times the actual fuel cost for the airplane, in accordance with FAA-permitted reimbursement methods.

~~Amendment No. 2 to DCL Revolving Credit Agreement~~

On August 2, 2022, DCL, the Company, Scripps Networks, WMH, certain lenders party thereto and Bank of America, N.A., as administrative agent, entered into the second amendment to the DCL Revolving Credit Agreement (“Amendment No. 2 to Revolver”) to amend the definition of “Consolidated EBITDA” to add back certain cash restructuring costs, charges or expenses subject to a cap equal to 15% of Consolidated EBITDA (prior to giving effect to such add-back).

The foregoing description of Amendment No. 2 to Revolver does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2 to Revolver, a copy of which is attached hereto as Exhibit 10.6 and incorporated by reference herein.

~~Amendment No. 1 to WMH Term Loan Credit Agreement~~

On August 2, 2022, WMH, the Company, Scripps Networks, DCL, certain lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent, entered into the first amendment to the WMH Term Loan Credit Agreement (“Amendment No. 1 to Term Loan”) to amend the definition of “Consolidated EBITDA” to add back certain cash restructuring costs, charges or expenses subject to a cap equal to 15% of Consolidated EBITDA (prior to giving effect to such add-back).

The foregoing description of Amendment No. 1 to Term Loan does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to Term Loan, a copy of which is attached hereto as Exhibit 10.7 and incorporated by reference herein.

~~JB Perrette Employment Agreement~~

On August 2, 2022, Discovery Communications, LLC, a wholly owned subsidiary of the Company, entered into an employment agreement with JB Perrette, our President and CEO, Global Streaming and Games (the “Perrette Agreement”).

Pursuant to the Perrette Agreement, Mr. Perrette will continue to serve as our President and CEO, Global Streaming and Games. The term of the Perrette Agreement is effective as of August 2, 2022 and runs through August 1, 2025. The parties may agree to renew the Perrette Agreement at the end of the term. If we desire to renew the Perrette Agreement, Mr. Perrette must be notified to that effect, in writing, no later than 150 days prior to the end of the term of the Perrette Agreement. If a “qualifying renewal offer” (as described below) is not made to Mr. Perrette, Mr. Perrette will be eligible for severance payments in connection with his termination.

For purposes of the Perrette Agreement, a “qualifying renewal offer” is an offer to renew the term of the Perrette Agreement with a meaningful increase in base salary and a bonus target that is at least the same level as in effect under the Perrette Agreement at the end of his term, and with other material terms that are at least as favorable to Mr. Perrette in the aggregate as the material terms of the Perrette Agreement.

Under the Perrette Agreement, Mr. Perrette’s base salary was increased from £1.525 million per annum to $2.5 million per annum, effective as of April 8, 2022 (the same day as the closing of the Merger (the “Closing”). Future salary increases will be reviewed and decided in accordance with the Company’s standard practices and procedures for similarly situated executives. Mr. Perrette’s target annual bonus was increased from 175% of his base salary to 200% of his base salary, effective as of the Closing. There is no guaranteed annual bonus amount. Mr. Perrette is also entitled to certain tax-related benefits related to his relocation from the United Kingdom to Los Angeles, California. In addition, two times per year, Mr. Perrette will be permitted to be accompanied by his family on the Company’s corporate airplane in connection with Mr. Perrette’s business duties in Europe.

Mr. Perrette will also be considered for annual equity grants under the Warner Bros. Discovery, Inc. Stock Incentive Plan (the “Plan”) in accordance with our normal executive compensation processes and practices. Beginning in 2023, and subject to approval from our Compensation Committee, such annual equity grants will have a target grant date value of $8.5 million per annum. Mr. Perrette will also be granted a one-time award of 146,736 restricted stock units (“RSUs”) under the Plan. This one-time award of RSUs shall vest in three equal annual installments, with the first installment vesting on August 2, 2023. The award documents that evidence equity awards made to Mr. Perrette pursuant to the Perrette Agreement shall provide for double-trigger vesting upon an Approved Transaction, Board Change or Control Purchase (each as defined in the Plan). The terms of the equity awards granted to Mr. Perrette under the Perrette Agreement will otherwise be consistent with our normal executive compensation processes and practices, with vesting subject to continued employment, and other terms and conditions, as well as approval of our Compensation Committee in each case.

Mr. Perrette’s employment may be terminated for “cause.” “Cause” for purposes of the Perrette Agreement means: (i) the conviction of, or nolo contendere or guilty plea, to a felony (whether any right to appeal has been or may be exercised); (ii) conduct constituting embezzlement, misappropriation or fraud, whether or not related to Mr. Perrette’s employment with us; (iii) conduct constituting a financial crime, material act of dishonesty or conduct in material violation of our Code of Ethics or other of our written policies of which Mr. Perrette has knowledge; (iv) improper conduct substantially prejudicial to our business (whether financial or otherwise); (v) willful unauthorized disclosure or use of our confidential information; (vi) material improper destruction of our property; or (vii) willful misconduct in connection with the performance of Mr. Perrette’s duties. If Mr. Perrette’s employment is terminated for “cause,” he will be entitled to receive only amounts or benefits that have been earned or vested at the time of his termination, or as may be required by applicable law.

If Mr. Perrettes’s employment is terminated without “cause” (as defined above) or by Mr. Perrette for “good reason”, Mr. Perrette will be eligible to receive the following severance payments: (a) base salary for the longest of (i) the balance of the term of employment under the Perrette Agreement, (ii) twelve (12) months, or (iii) the number of weeks of severance Mr. Perrette would otherwise have been entitled to under our severance plan, in each case subject to a maximum of twenty-four (24) months; (b) annual bonus payments at target under our annual incentive plan for each year in which Mr. Perrette is entitled to base salary continuation under clause (a) above (subject to proration for partial years); and (c) reimbursement of up to eighteen (18) months of COBRA premiums. In certain circumstances in which Mr. Perrette is relieved of all work responsibilities for some period of time prior to the effective date of his termination of employment, salary paid during this period of “garden leave” will be offset against the severance amounts otherwise payable to Mr. Perrette. “Good reason” under the Perrette Agreement means: (a) a material reduction in Mr. Perrette’s duties or responsibilities; (b) a material change in the location of the office where Mr. Perrette works (i.e., relocation outside the Los Angeles, CA metropolitan area); or (c) a material breach of the Perrette Agreement by us, including a diminution of Mr. Perrette’s title or change in the position to which Mr. Perrette reports. These severance amounts are contingent on Mr. Perrette executing a release of claims. Additionally, if Mr. Perrette secures employment or any consulting, contractor or other business arrangement for services during the period during which he is receiving severance payments, the severance payments he is receiving may be reduced by the amounts otherwise payable under the Perrette Agreement by the amount Mr. Perrette receives for those services.

The Perrette Agreement also contains certain nonsolicitation covenants effective during Mr. Perrette’s employment and for a period of twelve (12) months after the conclusion of Mr. Perrette’s employment. If Mr. Perrette ceases to comply with the nonsolicitation clauses in the Perrette Agreement, any unpaid severance payments would be terminated.

7147

ITEM 6. Exhibits.


Exhibit No.						Description


~~2.1~~						Amendment No. 2 to Agreement and Plan of Merger, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc. (filed herewith).

~~2.2~~						Letter Agreement, dated as of March 29, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc. (filed herewith).

~~2.3~~						Letter Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc. (filed herewith).

~~2.4~~						Amendment to Separation and Distribution Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc. and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (filed herewith).*

~~3.1~~						Second Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 3.1 on Warner Bros. Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022).

~~3.2~~						~~Amended and Restated Bylaws of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 3.2 on Warner Bros. Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022).~~
















4.1						~~Twentieth Supplemental~~Base Indenture, dated as of ~~April 8, 2022, by and~~March 10, 2023, among ~~Discovery Communications, LLC,~~WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc.~~, WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.)~~ and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 ~~on Warner Bros. Discovery, Inc. Current Report on~~to the Form 8-K filed on April 12, 2022).**March 10, 2023 (SEC File No. 001-34177))

4.2						~~Twenty-First Supplemental Indenture, dated as of April 8, 2022, by and among Discovery Communications, LLC, Warner Bros. Discovery, Inc.,~~ ~~WarnerMedia Holdings, Inc. (f/k/a~~ ~~Magallanes, Inc.~~) ~~and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 on Warner Bros. Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022).~~

~~4.3~~						~~Indenture, dated as of March 15, 2022, by and among~~ ~~WarnerMedia Holdings, Inc. (f/k/a~~ ~~Magallanes, Inc.~~)~~, AT&T Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.3 on Warner Bros. Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022).~~

~~4.4~~						First Supplemental Indenture, dated as of ~~April 8, 2022, by and among~~ ~~WarnerMedia Holdings, Inc. (f/k/aMagallanes, Inc.~~), Warner Bros. Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.4 on Warner Bros. Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022).

~~4.5~~						~~Registration Rights Agreement, dated as of~~ March ~~15, 2022, by and among~~ ~~WarnerMedia Holdings, Inc. (f/k/a~~ ~~Magallanes, Inc.~~)~~, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (incorporated by reference to Exhibit 4.5 on Warner Bros. Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022).~~

~~4.6~~						Counterpart to Registration Rights Agreement, dated as of April 8, 2022, by and between Warner Bros. Discovery, Inc., Discovery Communications, LLC and Scripps Networks Interactive, Inc. (filed herewith).

~~4.7~~						~~Amended and Restated Registration Rights Agreement, dated as of April 11, 2022, by and among~~ ~~Warner Bros.~~ Discovery, Inc., Advance/Newhouse Partnership and Advance/Newhouse Programming Partnership (incorporated by reference to Exhibit 4.6 on Warner Bros. Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022).

~~4.8~~						Form of Series A Common Stock Certificate of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 filed on March 28, 2022 (SEC File No. 333-261188)).

~~10.1~~

~~Transition Services Agreement, dated as of April 8, 2022, by and between AT&T Services, Inc. and~~ ~~WarnerMedia Holdings, Inc. (f/k/a~~ ~~Magallanes, Inc) (incorporated by reference to Exhibit 10.1 on Warner Bros.~~ ~~Discovery,~~ ~~Inc. Current Report on Form 8-K filed on April 12, 2022)~~.*

~~10.2~~

~~Intellectual Property Matters Agreement, dated as of April 8, 2022, by and among AT&T Inc., AT&T Intellectual Property LLC and~~ ~~WarnerMedia Holdings, Inc. (f/k/a~~ ~~Magallanes, Inc.) (incorporated by reference to Exhibit 10.2 on Warner Bros. Discovery, Inc. Current Report on Form 8-K~~ ~~filed on April 12, 2022).~~*†

~~10.3~~

~~Credit Agreement, dated as of June 4, 2021, by and among~~ ~~WarnerMedia Holdings, Inc. (f/k/a~~ ~~Magallanes, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as agent~~ ~~(incorporated by reference to Exhibit 10.3 on Warner Bros. Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022)~~.

~~10.4~~

Joinder Agreement, dated as of April 8, 2022, by and between Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), Discovery Communications, LLC, Scripps Networks Interactive, Inc. and JPMorgan Chase Bank, N.A., as agent (filed herewith).

~~10.5~~

~~Joinder Agreement, dated as of April 8, 2022, by and between WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) and Bank of America, N.A., as administrative agent (filed herewith).~~

~~10.6~~

Amendment No. 2 to Credit Agreement, dated as of August 2, 2022, by and among Discovery Communications, LLC, Warner Bros. Discovery, Inc., Scripps Networks Interactive, Inc., WarnerMedia Holdings, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent (filed herewith).

~~10.7~~

~~Amendment No. 1 to Credit Agreement, dated as of August 2, 2022, by and~~10, 2023, among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc.~~, certain lenders party thereto~~ and ~~JPMorgan Chase~~U.S. Bank ~~N.A.,~~Trust Company, National Association, as agent (filed herewith).*trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 10, 2023 (SEC File No. 001-34177))

~~10.8~~

Purchase and Sale Agreement, dated as of March 27, 2019, by and among Warner Bros. Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc. and various entities party thereto as originators (filed herewith).*

~~10.9~~

First Amendment and Joinder to Purchase and Sale Agreement, dated as of June 26, 2019, by and among Warner Bros. Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc. and various entities party thereto as originators (file d herewith).*

~~10.10~~

Second Amendment to Purchase and Sale Agreement, dated as of June 12, 2020, by and among Warner Bros. Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc. and various entities party thereto as originators (file d herewith).*

~~10.11~~

Joinder Agreement, dated as of June 30, 2020, by WarnerMedia Direct, LLC (filed herewith).*

~~10.12~~

Joinder Agreement, dated as of July 5, 2022, by the various entities party thereto (filed herewith).*

~~10.13~~

Third Amendment to Purchase and Sale Agreement, dated as of June 10, 2021, by and among Warner Bros. Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc. and various entities party thereto as originators (file herewith).*

~~10.14~~

~~Second Amended and Restated Receivables Purchase Agreement, dated as of April 7, 2022, by and among~~ ~~Warner~~ ~~Bros. Discovery Receivables Funding, LLC (f/k/a~~ ~~AT&T Receivables Funding II, LLC~~)~~, the persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc. and PNC Capital Markets LLC~~ ~~(incorporated by reference to~~ ~~Exhibit 10.5 on Warner Bros. Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022)~~.*

~~10.15~~

Third Amended and Restated Receivables Purchase Agreement, dated as of July 5, 2022, by and among Warner Bros. Discovery Receivables Funding, LLC, the persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc. and PNC Capital Markets LLC (filed herewith).*

~~10.16~~

~~Performance Guaranty, dated as of April 7, 2022, by~~ ~~Warner Bros. Discovery, Inc. (f/k/a~~ ~~Discovery, In~~c.~~) (incorporated by reference to Exhibit 10.5 on Warner Bros.~~ Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022).*



~~10.17~~10.1						Warner Bros. Discovery, Inc. ~~Stock Incentive~~Non-Employee Directors Deferral Plan (incorporated by reference to Exhibit ~~10.7~~10.1 to the Form S-8 filed on December 16, 2022 (SEC File No. 001-34177))*

10.2						Letter amendment dated March 8, 2023, by and between David Zaslav and Warner Bros. Discovery, Inc. Current Report on Form 8-K filed on April 12, 2022).*, amending the Amended and Restated Employment Agreement dated as of May 16, 2021, as amended (filed herewith)

~~10.18~~10.3						Warner Bros. Discovery, Inc. Annual Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 8, 2023 (filed herewith)*

10.4						Warner Bros. Discovery, Inc. Additional Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 8, 2023 (filed herewith)*

10.5						Form of Warner Bros. Discovery, Inc. ~~Restricted Stock Unit Grant~~2023 Special PRSU Agreement for ~~Employees~~Executives (filed herewith).***

~~10.19~~						Form of Warner Bros. Discovery, Inc. Performance Equity Program Nonqualified Stock Option Grant Agreement for Employees (filed herewith).***

~~10.20~~						Warner Bros. Discovery, Inc. 2013 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed on April 22, 2022 (SEC File No. 333-264461)).***

~~10.21~~						Warner Bros. Discovery, Inc. 2005 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-8 filed on April 22, 2022 (SEC File No. 333-264461)).***

~~10.22~~						Warner Bros. Discovery, Inc. 2011 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-8 filed on April 22, 2022 (SEC File No. 333-264461)).***

~~10.23~~						First Addendum to Employee Matters Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc. and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (filed herewith).*

~~10.24~~						Second Addendum to Employee Matters Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc. and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (filed herewith).*

~~10.25~~						Letter Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc. and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (filed herewith).*




22						Table of Senior Notes, Issuer and Guarantors (filed herewith).

31.1						Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2						Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document (filed herewith)♦†

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)♦†

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)♦†

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)♦†

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)♦†

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Exhibits, schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided to the SEC upon request.

**Other instruments defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries may be omitted from Exhibit 4 in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K. Copies of any such agreements will be supplementally provided to the SEC upon request.

*** Indicates management contract or compensatory plan, contract or arrangement.

†~~Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K and will be supplementally provided to the SEC upon request.~~

♦† Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, (ii) Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ (iii) Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ (iv) Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ (v) Consolidated Statement of Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ and (vi) Notes to Consolidated Financial Statements.

7549

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 thereunto duly authorized.

WARNER BROS. DISCOVERY, INC.

(Registrant)

Date: ~~August 4, 2022~~May 5, 2023

By:

/s/ David M. Zaslav

David M. Zaslav

President and Chief Executive Officer

Date: ~~August 4, 2022~~May 5, 2023

By:

/s/ Gunnar Wiedenfels

Gunnar Wiedenfels

Chief Financial Officer

7650



			Page

PART I. FINANCIAL INFORMATION.

ITEM 1. Unaudited Financial Statements.

Consolidated Statements of Operations.			4

Consolidated Statements of Comprehensive (Loss) Income.			5

Consolidated Balance Sheets.			6

Consolidated Statements of Cash Flows.			7

Consolidated Statements of Equity.			8

Notes to Consolidated Financial Statements.			10

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			4331

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.			6546

ITEM 4. Controls and Procedures.			6546

PART II. OTHER INFORMATION.

ITEM 1. Legal Proceedings.			6747

ITEM 1A. Risk Factors.			6747





ITEM ~~5. Other Information~~			69

~~ITEM~~ 6. Exhibits.			7248

SIGNATURES.			7650


	June 30, 2022		December 31, 2021
Raw materials	$	6	$	—
Work in process	6		—
Finished goods	127		1
Total inventory	$	139	$	1


	U.S. Networks		International Networks		Studios		Networks		DTC		Total





December 31, 2021	$	10,813	$	2,099	$	—	$	—	$	—	$	12,912
Segment recast (See Note 20)	(10,813)		(2,059)		—		10,555		2,317		—
Acquisitions (See Note 3)	—		—		8,912		7,016		5,585		21,513


Foreign currency translation and other	—		(40)		—		(92)		(20)		(152)
June 30, 2022	$	—	$	—	$	8,912	$	17,479	$	7,882	$	34,273


	Remaining 2022		2023		2024		2025		2026		Thereafter
Amortization expense	$	3,790	$	6,497	$	4,976	$	3,600	$	2,590	$	27,271


	U.S. Networks		International Networks		Studios		Networks		DTC		Corporate		Total
December 31, 2021	$	4	$	13	$	—	$	—	$	—	$	2	$	19
Segment recast (See Note 20)	(4)		(13)		—		15		—		2		—
Acquisitions (See Note 3)	—		—		40		—		14		55		109

Employee termination accruals, net	—		—		54		16		13		126		209

Cash paid	—		—		(10)		(6)		(3)		(15)		(34)
June 30, 2022	$	—	$	—	$	84	$	25	$	24	$	170	$	303


	Three Months Ended June 30, 2021
	Studios		Networks		DTC		Corporate		Total
Revenues:
Advertising	$	—	$	1,601	$	33	$	—	$	1,634
Distribution	—		1,132		180		—		1,312
Content	2		96		2		—		100
Other	—		15		1		—		16
Total	$	2	$	2,844	$	216	$	—	$	3,062


	Six Months Ended June 30, 2022
	Studios		Networks		DTC		Corporate		Total
Revenues:
Advertising	$	10	$	4,054	$	142	$	(9)	$	4,197
Distribution	4		3,961		2,225		—		6,190
Content	2,641		536		134		(924)		2,387
Other	146		64		5		(3)		212
Total	$	2,801	$	8,615	$	2,506	$	(936)	$	12,986


Category	Location on Balance Sheet	June 30, 2022		December 31, 2021
Operating Leases
Operating lease right-of-use assets	Other noncurrent assets	$	2,918	$	535

Operating lease liabilities (current)	Accrued liabilities	$	335	$	62
Operating lease liabilities (noncurrent)	Other noncurrent liabilities	2,678		567
Total operating lease liabilities		$	3,013	$	629

Finance Leases
Finance lease right-of-use assets	Property and equipment, net	$	275	$	249

Finance lease liabilities (current)	Accrued liabilities	$	78	$	58
Finance lease liabilities (noncurrent)	Other noncurrent liabilities	206		197
Total finance lease liabilities		$	284	$	255


	June 30, 2022		December 31, 2021
Weighted average remaining lease term (in years):
Operating leases	11		12
Finance leases	5		5

Weighted average discount rate:
Operating leases	3.83	%	2.94	%
Finance leases	3.13	%	3.57	%


	Operating Leases		Finance Leases
2022 (excluding the two quarters ended June 30, 2022)	$	260	$	79
2023	425		75
2024	373		57
2025	319		37
2026	289		26
Thereafter	2,070		34
Total lease payments	3,736		308
Less: Imputed interest	(723)		(24)
Total	$	3,013	$	284


	April 8, 2022
		U.S. Nonqualified Plans		Non-U.S. Pension Plans
Discount rate		3.89	%	2.51	%
Long-term rate of return on plan assets		N/A		1.61	%
Rate of compensation increases		N/A		5.82	%


	June 30, 2022		December 31, 2021
Accrued participation and residuals	$	3,007	$	—
Accrued production	1,461		4
Content rights payable	1,453		772
Accrued payroll and related benefits	1,432		533
Other accrued liabilities	2,926		921
Total accrued expenses and other current liabilities	$	10,279	$	2,230


	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
	Pretax		Tax benefit (expense)		Net-of-tax		Pretax		Tax benefit (expense)		Net-of-tax
Currency translation adjustments:
Unrealized gains (losses):
Foreign currency	$	(560)	$	2	$	(558)	$	121	$	(2)	$	119
Net investment hedges	97		(27)		70		(13)		2		(11)


Total currency translation adjustments	(463)		(25)		(488)		108		—		108

Derivative adjustments:
Unrealized (losses) gains	(7)		—		(7)		(141)		29		(112)
Reclassifications from other comprehensive income to net income	(15)		4		(11)		(1)		1		—
Total derivative adjustments	(22)		4		(18)		(142)		30		(112)
Other comprehensive (loss) income adjustments	$	(485)	$	(21)	$	(506)	$	(34)	$	30	$	(4)


							Long-Term Debt
Year Ending December 31,	Content		Other Purchase Obligations		Pension and Other Employee Obligations		Principal		Interest		Total
2022 (remaining six months)	$	5,658	$	1,148	$	321	$	—	$	1,133	$	8,260
2023	6,468		932		463		1,349		2,243		11,455
2024	5,223		463		225		4,271		2,159		12,341
2025	3,807		289		100		9,647		1,863		15,706
2026	2,512		105		67		790		1,729		5,203
Thereafter	10,880		101		232		36,702		27,487		75,402
Total	$	34,548	$	3,038	$	1,408	$	52,759	$	36,614	$	128,367