Form 8-K Warner Bros. Discovery, For: Aug 04
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2022
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34177
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
Earnings Press Release
On August 4, 2022 Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the "Company"), released its earnings for the quarter ended June 30, 2022. A copy of Warner Bros. Discovery's press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Trending Schedules
On April 8, 2022, Warner Bros. Discovery, formerly known as Discovery, Inc. (“Discovery”), completed the previously announced combination (the “Merger”) of Discovery and the WarnerMedia business (the “WarnerMedia Business”) of AT&T Inc. In connection with the completion of the Merger, the Company reevaluated and changed its reportable segments during the quarter ended June 30, 2022.
The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, which is expected to be filed with the SEC on or about August 4, 2022, will be its first periodic report to reflect the Merger and change in reportable segments. To assist investors in assessing the Company’s historical performance on a basis that reflects the completion of the Merger and change in reportable segments, the Company has furnished herewith as Exhibit 99.2, and incorporated by reference herein, trending schedules which summarize certain unaudited supplemental financial information, including unaudited pro forma combined financial information reflecting the combined results of the Company and the WarnerMedia Business for the periods reflected therein.
The information in this Item 2.02, including Exhibits 99.1 and 99.2 attached hereto, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
In connection with the completion of the Merger, the Company is providing the unaudited combined financial statements and related notes of the WarnerMedia Business as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and March 31, 2021, which are attached to this Current Report on Form 8-K as Exhibit 99.3 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| 99.1 | |||||
| 99.2 | |||||
| 99.3 | |||||
| 101 | Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Warner Bros. Discovery, Inc. | ||||||||||||||||||||
Date: August 4, 2022 | By: | /s/ Gunnar Wiedenfels | ||||||||||||||||||
Gunnar Wiedenfels | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
We've had a busy, productive four months since launching Warner Bros. Discovery, and have more conviction than ever in the massive opportunity ahead. We have the most powerful creative engine and bouquet of owned content in the world, as highlighted by our industry leading 193 Emmy nominations, and we intend to maximize the value of that content through a broad distribution model that includes theatrical, streaming, linear cable, free-to-air, gaming, consumer products and experiences, and more, everywhere in the world. We’re confident we’re on the right path to meet our strategic goals and really excel, both creatively and financially, and couldn’t be more excited about the future of our company. – David Zaslav, President & CEO Q2 2022 Earnings Press Release | August 4, 2022 Financial Summary & Operational Highlights Warner Bros. Discovery, Inc. Reports Second-Quarter 2022 Earnings Results 1 2022 2021 % Change $ in millions Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX) Total revenues $ 9,827 $ 996 $ 10,823 $ 3,062 $ 8,149 $ 11,211 NM (3) % (1) % Net (loss) income available to Warner Bros. Discovery, Inc. (3,418) 1,267 (2,151) 672 (1,013) (341) NM NM NM Adjusted EBITDA 1,664 100 1,764 1,117 1,459 2,576 49 % (32) % (31) % Cash provided by operating activities 1,011 834 21 % Reported free cash flow 789 757 4 % Three Months Ended June 30, Pro forma adjustments for Q2 2022 and Q2 2021 represent the WarnerMedia business's results for April 1 to April 8, 2022 and full Q2 2021 results, respectively. Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the transaction whereby the Company acquired the WarnerMedia business ("the Merger") had been completed on January 1, 2021. Refer to page 11 for more information. NM - Not meaningful • Q2 total reported revenues were $9,827 million. Pro forma combined(1) revenues decreased 1% ex-FX(2) compared to the prior year quarter. • Net loss available to Warner Bros. Discovery, Inc. was $(3,418) million, and includes $2,004 million of amortization of intangibles, $1,033 million of restructuring and other charges, and $983 million of transaction and integration expenses. • Total reported Adjusted EBITDA(3) was $1,664 million. Pro forma combined Adjusted EBITDA decreased 31% ex-FX compared to the prior year quarter. • Cash provided by operating activities increased to $1,011 million and reported free cash flow(4) increased to $789 million. • Ended Q2 with $3,896 million of cash on hand, gross debt(5) of $53.0 billion, and net leverage(6) of 5.0x. • Ended Q2 with 92.1 million global DTC subscribers(7), an increase of 1.7 million versus 90.4 million subscribers at the end of Q1, as adjusted for the Company's new DTC subscriber definition. The new definition resulted in the exclusion of 10 million legacy Discovery non-core subscribers and unactivated AT&T mobility subscribers from the Q1 subscriber count. • Warner Bros. Discovery was the #1 TV portfolio for total time spent by viewers(8) in the U.S., TNT was the #1 TV network overall for Men 18-49 & 18-34, driven by sports, and TLC was the #1 cable network in the industry, ex-sports, in Primetime for Women 25-54(9). • Re-extended our agreement with AT&T to continue to offer its internet and mobility customers access to HBO Max’s portfolio of original programming and series.
• Studios reported revenues were $2,796 million. Pro forma combined revenues increased 4% ex-FX compared to the prior year quarter. • Pro forma combined content revenue increased 3% ex-FX. Games were a strong contributor behind the release of LEGO Star Wars - The Skywalker Saga. TV licensing revenues declined due to lower TV production revenue, partially offset by the timing of new series availabilities for distribution. Theatrical performance was unfavorably impacted by the timing of releases. Home entertainment across theatrical and television product was down due to strong COVID-induced demand in the prior year quarter. • Pro forma combined other revenue increased 56% ex-FX, primarily driven by the reopening of Warner Bros. Studio Tour London. • Studios reported operating expenses were $2,557 million. Pro forma combined operating expenses increased 4% ex- FX compared to the prior year quarter. • Pro forma combined costs of revenues increased 6% ex-FX, primarily driven by higher games and theatrical content expense, partially offset by lower TV content expense. • Pro forma combined SG&A expenses decreased 2% ex-FX, primarily driven by lower marketing expenses given fewer theatrical releases. • Studios reported Adjusted EBITDA was $239 million. Pro forma combined Adjusted EBITDA was flat ex-FX compared to the prior year quarter. 2 2022 2021 % Change $ in millions Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX) 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 & amortization) 2,006 328 2,334 — 2,244 2,244 NM 4 % 6 % Selling, general and administrative(10) 551 70 621 — 650 650 NM (4) % (2) % Adjusted EBITDA $ 239 $ 170 $ 409 $ 2 $ 437 $ 439 NM (7) % — % Three Months Ended June 30, Elvis Warner Bros. Studios Segment Abbott Elementary Warner Bros. Television Group The Batman Warner Bros. Pro forma adjustments for Q2 2022 and Q2 2021 represent the WarnerMedia business's results for April 1 to April 8, 2022 and full Q2 2021 results, respectively. Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Refer to page 11 for more information. NM - Not meaningful Q2 2022 Highlights 44Primetime Emmy Nominations
Networks Segment 2022 2021 % Change $ in millions Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX) 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 & amortization) 2,767 253 3,020 874 1,848 2,722 NM 11 % 14 % Selling, general and administrative(10) 713 31 744 432 328 760 65 % (2) % — % Adjusted EBITDA $ 2,262 $ 95 $ 2,357 $ 1,538 $ 1,144 $ 2,682 47 % (12) % (11) % Q2 2022 Highlights 3 Three Months Ended June 30, • Networks reported revenues were $5,742 million. Pro forma combined revenues increased 1% ex-FX compared to the prior year quarter. • Pro forma combined advertising revenue increased 2% ex-FX, primarily driven by strong demand for sports advertising, partially offset by lower news, kids, and general entertainment performance in the U.S. International networks were impacted by modest declines in EMEA, offset by growth in Latin America, excluding the impact of Chilevisión, which was sold in September 2021. • Pro forma combined distribution revenue decreased 1% ex-FX, as increases in U.S. contractual affiliate rates were more than offset by a decline in linear subscribers in the U.S. and lower contractual affiliate rates in some European markets. • Networks reported operating expenses were $3,480 million. Pro forma combined operating expenses increased 11% ex-FX compared to the prior year quarter. • Pro forma combined costs of revenues increased 14% ex-FX, primarily driven by higher sports rights. • Pro forma combined SG&A expenses were flat ex-FX, as higher marketing expenses were offset by cost synergies. • Networks reported Adjusted EBITDA was $2,262 million. Pro forma combined Adjusted EBITDA decreased 11% ex-FX compared to the prior year quarter. NBA on TNT #1 Most-Watched TV Portfolio(12) Pro forma adjustments for Q2 2022 and Q2 2021 represent the WarnerMedia business's results for April 1 to April 8, 2022 and full Q2 2021 results, respectively. Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Refer to page 11 for more information. NM - Not meaningful #1 TV Network Men 18-49 & 18-34(9) Our Most-Watched Premieres (ex-news & sports)(11) 90 Day Fiancé TLC Street Outlaws: America's List Discovery All Elite Wrestling TBS 9Primetime Emmy Nominations
• Total DTC subscribers(7) were 92.1 million, an increase of 1.7 million global subscribers since the end of Q1, as adjusted for our new harmonized subscriber definition. Global DTC ARPU(13) was $7.66. • DTC reported revenues were $2,225 million. Pro forma combined revenues increased 4% ex-FX compared to the prior year quarter. • Pro forma combined advertising revenue increased to $98 million ex-FX, primarily driven by the launch of the HBO Max ad-supported tier in June 2021 and subscriber growth on the discovery+ ad-lite tier. • Pro forma combined distribution revenue increased 1% ex-FX, as global retail subscriber gains at discovery+ and HBO Max compared to the prior year quarter were largely offset by lower domestic wholesale subscribers resulting from the Amazon Channels expiration in September 2021 for HBO Max. • DTC reported operating expenses were $2,743 million. Pro forma combined operating expenses increased 16% ex- FX compared to the prior year quarter. • Pro forma combined costs of revenues increased 33% ex-FX, primarily driven by increased investments in programming expense to support existing platforms and new market launches in the past year. • Pro forma combined SG&A decreased 10% ex-FX, primarily driven by more efficient and measured marketing spend for discovery+ and HBO Max. • DTC reported Adjusted EBITDA was $(518) million. Pro forma combined Adjusted EBITDA decreased to $(571) million from $(233) million ex-FX compared to the prior year quarter. 4 2022 2021 % Change $ in millions Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX) 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 & amortization) 1,902 165 2,067 183 1,396 1,579 NM 31 % 33 % Selling, general and administrative(10) 841 62 903 362 646 1,008 NM (10) % (10) % Adjusted EBITDA $ (518) $ (42) $ (560) $ (329) $ 94 $ (235) (57) % NM NM Three Months Ended June 30, In millions, except ARPU Q2 2022 Q1 2022 Q2 2021 Total subscribers(7) 53.0 53.3 49.7 ARPU(13) $ 10.54 Total subscribers(7) 39.1 37.1 26.1 ARPU(13) $ 3.69 Total DTC subscribers(7) 92.1 90.4 75.8 Global ARPU(13) $ 7.66 DTC Subscribers Direct-to-Consumer Segment The Flight Attendant HBO Max Hillsong: A Megachurch Exposed discovery+ Pro forma adjustments for Q2 2022 and Q2 2021 represent the WarnerMedia business's results for April 1 to April 8, 2022 and full Q2 2021 results, respectively. Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Refer to page 11 for more information. NM - Not meaningful Q2 2022 Highlights 140 Barry HBO Primetime Emmy Nominations More than any other network or platform I n te rn at io na l D om es tic Note: subscriber totals above may not sum due to rounding. Domestic includes the U.S. and Canada. Subscribers, as presented above, reflect the Company's new harmonized definition. Refer to page 12 for more information.
Leverage & Liquidity • Ended Q2 with $3,896 million of cash on hand, gross debt of $53.0 billion, and net leverage of 5.0x. • During the quarter, the Company voluntarily repaid $3.5 billion of aggregate principal amount outstanding of its term loans due October 2023 and April 2025. • As of June 30, the average duration of the Company's outstanding debt was 14 years, with an average cost of debt of 4.2%. • Undrawn $6.0 billion revolving credit facility. 2022 2021 % Change $ in millions Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX) Adjusted EBITDA $ (305) $ (100) $ (405) $ (94) $ (247) $ (341) NM (19) % (21) % Three Months Ended June 30, Corporate 5 Pro forma adjustments for Q2 2022 and Q2 2021 represent the WarnerMedia business's results for April 1 to April 8, 2022 and full Q2 2021 results, respectively. Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Refer to page 11 for more information. NM - Not meaningful Inter-segment Eliminations 2022 2021 % Change $ in millions 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 Three Months Ended June 30, Pro forma adjustments for Q2 2022 and Q2 2021 represent the WarnerMedia business's results for April 1 to April 8, 2022 and full Q2 2021 results, respectively. Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Refer to page 11 for more information. NM - Not meaningful Reported Financial Results $ in millions 2022 2021 % Change Cash provided by operating activities 1,011 834 21 % Purchases of property and equipment (222) (77) NM Reported free cash flow $ 789 $ 757 4 % Reported Free Cash Flow • Cash provided by operating activities increased to $1,011 million from $834 million compared to the prior year quarter. • Reported free cash flow increased to $789 million, primarily driven by reported Adjusted EBITDA, partially offset by Merger-related cash charges and higher capex at the WarnerMedia business. Three Months Ended June 30,
Cautionary Statement Concerning Forward-Looking Statements Information set forth in this communication contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. The Company’s actual results could differ materially from those stated or implied due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Company's 2021 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 24, 2022, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed with the SEC on April 26, 2022, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 which is expected to be filed with the SEC on or about August 4, 2022, and its subsequent filings made with the SEC. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. Forward-looking statements include, without limitation, statements regarding future financial and operating results, the Company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Warner Bros. Discovery expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 6 2022 Outlook(14) Warner Bros. Discovery, Inc. ("Warner Bros. Discovery" or the "Company") may provide forward-looking commentary in connection with this earnings announcement on its quarterly earnings conference call. Details on how to access the audio webcast are included below. Q2 2022 Earnings Conference Call Information Warner Bros. Discovery will host a conference call today, August 4, 2022 at 4:30 p.m. ET, to discuss its second quarter 2022 financial results. To access the webcast of the earnings call, which will be accompanied by a live slide presentation, please visit the Investor Relations section of the Company's website at www.wbd.com. Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this communication may also contain certain non-GAAP financial measures. Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the financial schedules in this release and on the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. About Warner Bros. Discovery Warner Bros. Discovery (NASDAQ: WBD) is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of content and brands across television, film and streaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, discovery+, CNN, DC, Eurosport, HBO, HBO Max, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Pictures, Warner Bros. Television, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Contacts Media Investor Relations Nathaniel Brown Andrew Slabin Peter Lee (212) 548-5959 (212) 548-5544 (212) 548-5907 [email protected] [email protected] [email protected]
Reported Financial Results Three Months Ended June 30, Six Months Ended June 30, Unaudited; in millions, except per share amounts 2022 2021 2022 2021 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 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 above income statement shows reported financials, which represent WBD's financial results since the closing of the Merger with the WarnerMedia business on 4/8/2022. Financials for the three and six months ended June 30, 2022 include Discovery results from 1/1/2022 through 6/30/2022 and the WarnerMedia business's results from 4/9/2022 through 6/30/2022. Financials for the three and six months ended June 30, 2021 include Discovery standalone results from 1/1/2021 through 6/30/2021, and do not include the WarnerMedia business. 7 Warner Bros. Discovery, Inc. Consolidated Statements of Operations
8 Reported Financial Results Unaudited; in millions, except par value June 30, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents 2,575 3,905 Receivables, net 7,049 2,446 Prepaid expenses and other current assets 5,825 913 Total current assets 15,449 7,264 Film and television content rights and games, net 30,120 3,832 Property and equipment, net 5,597 1,336 Goodwill 34,273 12,912 Intangible assets, net 48,724 6,317 Other noncurrent assets 8,077 2,766 Total assets $ 142,240 $ 34,427 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 1,397 $ 412 Accrued liabilities 10,279 2,230 Deferred revenues 1,663 $ 478 Current portion of debt 1,097 339 Total current liabilities 14,436 3,459 Noncurrent portion of debt 51,388 14,420 Deferred income taxes 13,666 1,225 Other noncurrent liabilities 9,803 1,927 Total liabilities 89,293 21,031 Commitments and contingencies Redeemable noncontrolling interests 328 $ 363 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 — — Discovery Series A-1 convertible preferred stock: $0.01 par value; 0 and 8 shares authorized, issued and outstanding — — Discovery Series C-1 convertible preferred stock: $0.01 par value; 0 and 6 shares authorized; 0 and 4 shares issued and outstanding — — Discovery Series A common stock: $0.01 par value; 0 and 1,700 shares authorized; 0 and 170 shares issued; and 0 and 169 shares outstanding — 2 Discovery Series B convertible common stock: $0.01 par value; 0 and 100 shares authorized; 0 and 7 shares issued and outstanding — — Discovery Series C common stock: $0.01 par value; 0 and 2,000 shares authorized; 0 and 559 shares issued; and 0 and 330 shares outstanding — 5 Additional paid-in capital 54,439 11,086 Treasury stock, at cost: 230 and 230 shares (8,244) (8,244) Retained earnings 6,614 9,580 Accumulated other comprehensive loss (1,453) (830) Total Warner Bros. Discovery, Inc. stockholders' equity 51,383 11,599 Noncontrolling interests 1,236 1,434 Total equity 52,619 13,033 Total liabilities and equity $ 142,240 $ 34,427 8 The above balance sheet shows reported financials, which represent WBD's financial results since the closing of the Merger with the WarnerMedia business on 4/8/2022. Financials for the three and six months ended June 30, 2022 include Discovery results from 1/1/2022 through 6/30/2022 and the WarnerMedia business's results from 4/9/2022 through 6/30/2022. Financials for the three and six months ended June 30, 2021 include Discovery standalone results from 1/1/2021 through 6/30/2021, and do not include the WarnerMedia business. Warner Bros. Discovery, Inc. Consolidated Balance Sheets
9 Reported Financial Results Six Months Ended June 30, Unaudited; in millions 2022 2021 Operating Activities Net (loss) income $ (2,933) $ 909 Adjustments to reconcile net income to cash provided by operating activities: Content rights amortization and impairment 6,348 1,516 Depreciation and amortization 2,791 702 Deferred income taxes (915) (242) Preferred stock conversion premium 789 — Share-based compensation expense 210 95 Gain on disposition 4 (72) Equity in losses of equity method investee companies and cash distributions 91 38 Gain on sale of investments (132) (20) Gain from derivative instruments, net (496) — Other, net 60 (100) Changes in operating assets and liabilities, net of acquisitions and dispositions: Receivables, net (444) (141) Film and television content rights, games and payables, net (4,410) (1,701) Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities 8 41 Foreign currency, prepaid expenses and other assets, net 363 78 Cash provided by operating activities 1,334 1,103 Investing Activities Purchases of property and equipment (307) (167) Cash acquired from business acquisition 2,419 — Proceeds from sales and maturities of investments 139 348 Investments in and advances to equity investments (109) (105) Proceeds from derivative instruments, net 720 — Other investing activities, net 18 120 Cash provided by investing activities 2,880 196 Financing Activities Principal repayments of term loans (3,500) — Principal repayments of debt, including premiums to par value (327) (339) Distributions to noncontrolling interests and redeemable noncontrolling interests (264) (213) Purchase of redeemable noncontrolling interests — (31) Borrowings under commercial paper program 90 — Repayments under commercial paper program (90) — Other financing activities, net (66) 45 Cash used in financing activities (4,157) (538) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (66) (49) Net change in cash, cash equivalents, and restricted cash (9) 712 Cash, cash equivalents, and restricted cash, beginning of period 3,905 2,122 Cash, cash equivalents, and restricted cash, end of period $ 3,896 $ 2,834 9 The above statements of cash flows shows reported financials, which represent WBD's financial results since the closing of the Merger with the WarnerMedia business on 4/8/2022. Financials for the three and six months ended June 30, 2022 include Discovery results from 1/1/2022 through 6/30/2022 and the WarnerMedia business's results from 4/9/2022 through 6/30/2022. Financials for the three and six months ended June 30, 2021 include Discovery standalone results from 1/1/2021 through 6/30/2021, and do not include the WarnerMedia business. Warner Bros. Discovery, Inc. Consolidated Statements of Cash Flows
10 Reported Financial Results Three Months Ended June 30, Unaudited; in millions 2022 2021 Net (loss) income available to Warner Bros. Discovery, Inc. $ (3,418) $ 672 Net income attributable to redeemable noncontrolling interests 3 8 Net income attributable to noncontrolling interests 7 38 Income tax (benefit) expense (836) 2 (Loss) income before income taxes (4,244) 720 Other expense (income), net 51 (105) Loss from equity investees, net 43 7 Interest expense, net 511 157 Operating (loss) income (3,639) 779 Loss (gain) on disposition 4 (72) Restructuring and other charges 1,033 7 Depreciation and amortization 2,266 341 Employee share-based compensation 147 27 Transaction and integration costs 983 35 Amortization of fair value step-up for content 870 — Adjusted EBITDA $ 1,664 $ 1,117 Reconciliation of Net (Loss) Income to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization
11 Definitions and Sources for Warner Bros. Discovery, Inc. (1) Pro Forma Combined Financial Information: The unaudited pro forma combined financial information in this press release presents the combined results of the Company and the WarnerMedia business as if the transaction whereby the Company acquired the WarnerMedia business ("the Merger") had been completed on January 1, 2021. Management believes reviewing our actual operating results in addition to pro forma combined results is useful in identifying trends in, or reaching conclusions regarding, the overall operating performance of our businesses. Our combined Networks, DTC, Studios, Corporate, and inter-segment eliminations pro forma combined financial information is based on the historical operating results of the respective segments and includes adjustments in accordance with Article 11 of Regulation S-X to illustrate the effects of the Merger as if it had occurred on January 1, 2021. The unaudited pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Merger had occurred on January 1, 2021, nor is it indicative of future results. The unaudited pro forma combined financial information includes, where applicable, adjustments for (i) additional costs of revenues from the fair value step up of film and television library, (ii) additional amortization expense related to acquired intangible assets, (iii) additional depreciation expense from the fair value of property and equipment, (iv) adjustments for transaction costs and other one-time non-recurring costs, (v) changes to align accounting policies, and (vi) adjustments to eliminate intercompany activity. These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the Merger with the WarnerMedia business on the Company's historical financial information on a supplemental pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business. (2) 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. GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with U.S. GAAP. The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the “2022 Baseline Rate”), and the prior year amounts translated at the same 2022 Baseline Rate. In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities, as well as realized and unrealized foreign currency transaction gains and losses. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies. (3) Adjusted EBITDA: The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring, facility consolidation, and other charges, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third-party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. The Company uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. The Company believes Adjusted EBITDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. The Company excludes employee share-based compensation, restructuring 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, 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.
(4) Free cash flow: The Company defines free cash flow as cash flow from operations less acquisitions of property and equipment. The Company believes free cash flow is an important indicator for management and investors of the Company’s liquidity, including its ability to reduce debt, make strategic investments, and return capital to stockholders. For the three months ended June 30, 2022 reported free cash flow represents results for Discovery for April 1 - June 30, 2022 and the WarnerMedia business for April 9 - June 30, 2022. (5) Gross debt: The Company defines gross debt as total debt plus finance leases. (6) Net leverage: Net leverage is calculated by dividing net debt (gross debt less cash, cash equivalents, and restricted cash) by the sum of the most recent four quarters Adjusted EBITDA. (7) Direct-to-Consumer ("DTC") Subscriber: The Company defines a “Core DTC Subscription” as: (i) a retail subscription to discovery+, HBO or HBO Max for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform; (ii) a wholesale subscription to discovery+, HBO, or HBO Max for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; and (iii) a wholesale subscription to discovery+, HBO or HBO Max for which we have recognized subscription revenue on a per subscriber basis. We may refer to the aggregate number of Core DTC Subscriptions as “subscribers." We define a Domestic subscriber as a subscription based either in the United States of America or Canada. We define an International subscriber as a subscription based outside of the United States of America or Canada. The reported number of “subscribers” included herein and the definition of “Core DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO and HBO Max, that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time (such subscribers may also be referred to as “non-core” subscribers); (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials. (8) Source: Nielsen, 2Q22 (3/28/22-6/26/22), Live+7, Total Day, P2+, 6-min qual. (9) Source: Nielsen, 2Q22 (3/28/22-6/26/22), Prime (8p-11p), L+3 Program Quarter Hour (000s), excludes breakouts. (10) SG&A expenses: SG&A expenses exclude employee share-based compensation, third-party transaction and integration costs, and amortization of fair value step-up for content. (11) Source: Nielsen, Q2 2022 (March 28, 2022 - June 26, 2022), Adults 25-54, Total Day (6a-6a), Premieres only, L+3, Duration-Weighted Delivery: “Most Watched”. (12) Source: Nielsen, Q2 2022 (March 28, 2022 - June 26, 2022), P2+, (also Households, Adults/Men/Women aged 25-54, 18-49, 18-34, 18+), Primetime (8p-11p) & Total Day (6a-6a), L+7, Duration-Weighted Delivery: “Most Watched” among Total TV portfolios. (13) ARPU: The Company defines DTC Average Revenue Per User ("ARPU") as total subscription revenue plus advertising revenue (net of advertising and programmatic commissions) for the period divided by the daily-average number of paying subscribers for the period. Where daily values are not available, the sum of beginning of period and end of period divided by two is used. Excluded from the ARPU calculation are: (i) HBO Max/HBO Hotel and Bulk Institution subscription revenue and subscribers (i.e., subscribers billed on a bulk basis); (ii) Cinemax subscription revenue and subscribers; (iii) HBO Basic subscription revenue and subscribers (International-only); (iv) Non-discovery+ DTC revenue and subscribers; and (v) Non-Core discovery+ revenue and subscribers. (14) 2022 outlook: Warner Bros. Discovery is not able to provide a reconciliation of the non-GAAP forward-looking commentary to comparable GAAP measures as, at this time, the Company cannot determine the occurrence or impact of the adjustments, such as the effect of future changes in foreign currency exchange rates or future acquisitions or divestitures that would be excluded from such GAAP measures. Source: Warner Bros. Discovery, Inc. 12 Definitions and Sources for Warner Bros. Discovery, Inc. Continued
Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery, Inc.” (“Warner Bros. Discovery”, “WBD”, the “Company”, “we”, “us” or “our”). Purpose of Trending Schedules The trending schedules summarize unaudited pro forma combined financial information to facilitate your review and understanding of the Company’s operating results. The trending schedules set forth important financial measures utilized by the Company defined by U.S. generally accepted accounting principles (“GAAP”). The Company uses non-GAAP financial measures, among other measures, to evaluate the operating performance of our business. These non-GAAP financial measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Pro Forma Combined Financial Information The unaudited pro forma combined financial information in the trending schedules presents the combined results of the Company and the WarnerMedia Business as if the Merger had been completed on January 1, 2021. Our combined Networks, DTC (as defined below), Studios and Corporate and intersegment-eliminations pro forma financial information is based on the historical operating results of the respective segments and includes adjustments in accordance with Article 11 of Regulation S-X to illustrate the effects of the Merger as if it had occurred on January 1, 2021. The unaudited pro forma combined financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Merger had occurred on January 1, 2021, nor is it indicative of future results. The unaudited pro forma financial information includes, where applicable, adjustments for (i) additional costs of revenues from the fair value step up of film and television library, (ii) additional amortization expense related to acquired intangible assets, (iii) additional depreciation expense from the fair value of property and equipment, (iv) adjustments for transaction costs and other one-time non-recurring costs, (v) changes to align accounting policies, and (vi) adjustments to eliminate intercompany activity. These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the Merger with the WarnerMedia Business on the Company's historical financial information on a supplemental pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business. New Reporting Segments In conjunction with the Merger, the Company reevaluated and changed its segment presentation during the quarter ending June 30, 2022. Accordingly, beginning in the quarter ended June 30, 2022, and for all periods presented, we are reporting results based on the following segments: Networks, consisting primarily of our domestic and international television networks Direct-to-Consumer ("DTC"), consisting primarily of our premium pay TV and digital content services Studios, consisting primarily of the production and release of feature films for initial exhibition in theaters and/or on our DTC services, production and initial licensing of television programs to third party and our networks/DTC services, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming. New Financial Measures Warner Bros. Discovery previously used the non-GAAP measure of Adjusted OIBDA as an important financial measure, among other measures, to evaluate the operating performance of our business. Adjusted OIBDA was defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and other charges, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations related to production studios, (vii) third-party transaction and integration costs, and (viii) other items impacting comparability. Beginning with the period ended June 30, 2022, and for all periods presented, Warner Bros. Discovery will utilize the non-GAAP measure of Adjusted EBITDA, as defined below and in the Notes & Definitions section as an important financial measure, among other measures, to evaluate the operating performance of our business. The Company defines Adjusted EBITDA as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring, facility consolidation, and other charges, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third- party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income and other measures of financial performance reported in accordance with U.S. GAAP. Non-GAAP Financial Measures: In addition to financial measures prepared in accordance with U.S. GAAP, this communication may also contain certain non-GAAP financial measures. Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and on the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. Rounding Numbers presented in the following materials are on a rounded basis using actual amounts. Minor differences in totals and percentages may exist due to rounding.
Consolidated statement of operations (GAAP) Unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 Revenues: Advertising $ 2,660 $ 2,825 $ 2,343 $ 2,773 $ 10,601 $ 2,710 $ 2,899 Distribution 5,084 5,268 5,313 5,116 20,781 5,348 5,181 Content 2,835 2,942 3,108 4,307 13,192 3,174 2,510 Other 143 176 216 217 752 209 233 Total revenues 10,722 11,211 10,980 12,413 45,326 11,441 10,823 Costs and expenses: Costs of revenues, excluding depreciation and amortization 6,258 6,674 5,955 7,070 25,957 6,509 7,292 Selling, general and administrative 3,690 2,817 2,991 3,455 12,953 3,326 2,985 Depreciation and amortization 2,158 2,066 1,994 2,118 8,336 1,937 1,841 Restructuring and other charges 106 7 7 2 122 4 944 (Gain) loss on disposition — (72) (223) 1 (294) — 4 Total costs and expenses 12,212 11,492 10,724 12,646 47,074 11,776 13,066 Operating (loss) income (1,490) (281) 256 (233) (1,748) (335) (2,243) Interest expense, net (620) (695) (645) (592) (2,552) (586) (553) Other income (expense), net 138 277 (470) (223) (278) 577 (76) (Loss) before income taxes (1,972) (699) (859) (1,048) (4,578) (344) (2,872) Income tax benefit 451 405 255 249 1,360 77 732 Net (loss) (1,521) (294) (604) (799) (3,218) (267) (2,140) Net income attributable to noncontrolling interests (50) (47) (41) (53) (191) (19) (11) Net (loss) available to Warner Bros. Discovery, Inc. $ (1,571) $ (341) $ (645) $ (852) $ (3,409) $ (286) $ (2,151)
Reconciliation of net income to adjusted earnings before interest, taxes, depreciation and amortization (non-GAAP) Unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 Net (loss) income available to Warner Bros. Discovery, Inc. $ (1,571) $ (341) $ (645) $ (852) $ (3,409) $ (286) $ (2,151) Net income attributable to noncontrolling interests 50 47 41 53 191 19 11 Net income (1,521) (294) (604) (799) (3,218) (267) (2,140) Income tax (benefit) (451) (405) (255) (249) (1,360) (77) (732) Other (income) expense, net (138) (277) 470 223 278 (577) 76 Interest expense, net 620 695 645 592 2,552 586 553 Operating (loss) income (1,490) (281) 256 (233) (1,748) (335) (2,243) (Gain) loss on disposition — (72) (223) 1 (294) — 4 Restructuring and other charges 106 7 7 2 122 4 944 Depreciation and amortization 2,158 2,066 1,994 2,118 8,336 1,937 1,841 Employee share-based compensation 200 112 86 88 486 113 115 Transaction and integration costs 793 36 124 280 1,233 305 201 Amortization of fair value step-up for content 823 708 498 534 2,563 513 902 Adjusted EBITDA(1) $ 2,590 $ 2,576 $ 2,742 $ 2,790 $ 10,698 $ 2,537 $ 1,764
Consolidated segment results (non-GAAP) Unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 Revenues: Advertising $ 2,660 $ 2,825 $ 2,343 $ 2,773 $ 10,601 $ 2,710 $ 2,899 Distribution 5,084 5,268 5,313 5,116 20,781 5,348 5,181 Content 2,835 2,942 3,108 4,307 13,192 3,174 2,510 Other 143 176 216 217 752 209 233 Total revenues 10,722 11,211 10,980 12,413 45,326 11,441 10,823 Costs of revenues, excluding depreciation and amortization 5,435 5,966 5,457 6,536 23,394 5,996 6,390 Selling, general and administrative(2) 2,697 2,669 2,781 3,087 11,234 2,908 2,669 Adjusted EBITDA 2,590 2,576 2,742 2,790 10,698 2,537 1,764 (Gain) loss on disposition — (72) (223) 1 (294) — 4 Restructuring and other charges 106 7 7 2 122 4 944 Depreciation and amortization 2,158 2,066 1,994 2,118 8,336 1,937 1,841 Employee share-based compensation 200 112 86 88 486 113 115 Transaction and integration costs 793 36 124 280 1,233 305 201 Amortization of fair value step-up for content 823 708 498 534 2,563 513 902 Operating (loss) income $ (1,490) $ (281) $ 256 $ (233) $ (1,748) $ (335) $ (2,243)
Studios segment Unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 Revenues: Advertising $ 21 $ 27 $ 35 $ 40 $ 123 $ 9 $ 10 Distribution 3 5 2 4 14 5 5 Content 3,069 3,197 3,173 4,917 14,356 3,352 3,187 Other 81 104 143 188 516 138 162 Total revenues 3,174 3,333 3,353 5,149 15,009 3,504 3,364 Costs of revenues, excluding depreciation and amortization 2,092 2,244 2,050 3,206 9,592 2,065 2,334 Selling, general and administrative(2) 652 650 747 723 2,772 629 621 Adjusted EBITDA 430 439 556 1,220 2,645 810 409 Depreciation and amortization 173 172 173 173 691 136 137 Employee share-based compensation 50 11 12 12 85 25 1 Restructuring and other charges 38 — — — 38 — 162 Transaction and integration costs — — — — — — — Amortization of fair value step-up for content 652 380 451 415 1,898 344 325 Operating (loss) income $ (483) $ (124) $ (80) $ 620 $ (67) $ 305 $ (216)
Networks segment Unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 Revenues: Advertising $ 2,646 $ 2,796 $ 2,268 $ 2,695 $ 10,405 $ 2,632 $ 2,802 Distribution 3,162 3,087 3,065 3,015 12,329 3,132 3,012 Content 307 219 456 292 1,274 515 241 Other 46 62 81 33 222 53 66 Total revenues 6,161 6,164 5,870 6,035 24,230 6,332 6,121 Costs of revenues, excluding depreciation and amortization 2,516 2,722 2,392 2,493 10,123 2,904 3,020 Selling, general and administrative(2) 770 760 766 873 3,169 784 744 Adjusted EBITDA 2,875 2,682 2,712 2,669 10,938 2,644 2,357 Depreciation and amortization 1,384 1,323 1,269 1,373 5,349 1,282 1,199 Employee share-based compensation 9 8 11 13 41 9 — Restructuring and other charges 19 7 7 2 35 4 303 Transaction and integration costs 4 — — — 4 (1) 1 Amortization of fair value step-up for content 121 280 1 74 476 126 294 Inter-segment eliminations — — — — — — (2) (Gain) on disposition — (72) — (1) (73) — — Operating income $ 1,338 $ 1,136 $ 1,424 $ 1,208 $ 5,106 $ 1,224 $ 562
DTC segment Unaudited; in millions, except for ARPU(3) Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 Revenues: Advertising $ 19 $ 37 $ 54 $ 70 $ 180 $ 81 $ 97 Distribution 1,919 2,176 2,246 2,097 8,438 2,211 2,164 Content 112 136 194 191 633 221 143 Other 6 3 3 2 14 2 6 Total revenues 2,056 2,352 2,497 2,360 9,265 2,515 2,410 Costs of revenues, excluding depreciation and amortization 1,423 1,579 1,694 1,840 6,536 1,896 2,067 Selling, general and administrative(2) 1,077 1,008 1,038 1,150 4,273 1,175 903 Adjusted EBITDA (444) (235) (235) (630) (1,544) (556) (560) Depreciation and amortization 532 499 483 499 2,013 470 447 Employee share-based compensation 5 3 6 2 16 1 (1) Restructuring and other charges 4 1 — — 5 — 472 Transaction and integration costs — — — 1 1 1 — Amortization of fair value step-up for content 50 48 46 45 189 43 42 Inter-segment eliminations — — — — — — 10 Loss on disposition — — — 1 1 — 4 Operating loss $ (1,035) $ (786) $ (770) $ (1,178) $ (3,769) $ (1,071) $ (1,534) Subscriber Metrics Quarter Ending 12 Months Ending Quarter Ending 3/31/21 6/30/21 9/31/21 12/31/21 12/31/21 3/31/22 6/30/22 Global HBO Max, HBO, and Discovery+ Subscribers(4) 75.8 79.9 86.0 86.0 90.4 92.1 Global ARPU $ 7.66 Domestic Subscribers 49.7 48.8 51.1 51.1 53.3 53.0 Domestic ARPU $ 10.54 International Subscribers 26.1 31.1 34.9 34.9 37.1 39.1 International ARPU $ 3.69
Corporate, and Inter-segment Eliminations Unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending Corporate Segment 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 Revenues $ 6 $ 10 $ 11 $ 14 $ 41 $ 16 $ 16 Costs of revenues, excluding depreciation and amortization 80 97 103 74 354 44 17 Selling, general and administrative(2) 204 254 234 346 1,038 329 404 Adjusted EBITDA (278) (341) (326) (406) (1,351) (357) (405) Employee share-based compensation 136 90 57 61 344 78 115 Depreciation and amortization 69 72 69 73 283 49 58 Restructuring and other charges 45 (1) — — 44 — 25 Transaction and integration costs 789 36 124 279 1,228 305 200 Amortization of fair value step-up for content — — — — — — — (Gain) loss on disposition — — (223) 1 (222) — — Inter-segment eliminations — — — — — — (8) Operating loss $ (1,317) $ (538) $ (353) $ (820) $ (3,028) $ (789) $ (795) Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending Inter-segment Eliminations 3/31/21 6/30/21 9/31/21 12/31/21 12/31/21 3/31/22 6/30/22 Inter-segment revenue eliminations $ (675) $ (648) $ (751) $ (1,145) $ (3,219) $ (926) $ (1,088) Inter-segment expense eliminations (682) (679) (786) (1,082) (3,229) (922) (1,051) Adjusted EBITDA $ 7 $ 31 $ 35 $ (63) $ 10 $ (4) $ (37)
Free Cash Flow (non-GAAP); Net debt (non-GAAP) Reported unless where otherwise noted; unaudited; in millions Reported 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 Reported Free Cash Flow: Cash provided by (used for) operating activities $ 269 $ 834 $ 811 $ 884 $ 2,798 $ 323 $ 1,011 Less: Purchases of property and equipment (90) (77) (106) (100) (373) (85) (222) Reported Free Cash Flow(5) $ 179 $ 757 $ 705 $ 784 $ 2,425 $ 238 $ 789 Reported Gross to Net Debt: Current portion of debt $ 351 $ 585 $ 349 $ 339 $ 339 $ 794 $ 1,097 Plus: Noncurrent portion of debt 15,115 14,899 14,868 14,848 14,848 14,030 51,662 Plus: Finance leases 222 217 266 255 255 249 284 Less: Cash and cash equivalents 2,008 2,834 3,126 3,905 3,905 4,165 3,896 Reported Net Debt(6) $ 13,680 $ 12,866 $ 12,358 $ 11,544 $ 11,544 $ 10,910 $ 49,147 LTM EBITDA(7)(*) 3,920 3,910 3,682 3,817 3,817 4,007 9,833 LTM Leverage Ratio(8) 3.5x 3.3x 3.4x 3.0x 3.0x 2.7x 5.0x (*) For the periods ending 3/31/21 through 3/31/22, LTM EBITDA is based on historical Discovery, Inc. standalone Adjusted OIBDA. For the period ending 6/30/22, LTM EBITDA is based on pro forma combined Adjusted EBITDA contained in this trending schedule. For more information, please refer note seven (7) in the Notes and Definitions as well as the New Financial Measures disclosure.
Notes & Definitions 1). Adjusted EBITDA - The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring, facility consolidation, and other charges, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third-party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. The Company uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. The Company believes Adjusted EBITDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. The Company excludes employee share-based compensation, restructuring 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, as these amounts do not represent cash payments in the current reporting period. Certain corporate expenses and inter-segment eliminations related to production studios are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income, and other measures of financial performance reported in accordance with U.S. GAAP. 2). Selling, general and administrative (SG&A) - SG&A expenses exclude employee share-based compensation, third-party transaction and integration costs, and amortization of fair value step-up for content. 3). Average Revenue Per Subscriber ("ARPU") - The Company defines ARPU as total subscription revenue plus advertising revenue (net of advertising and programmatic commissions) for the period divided by the daily-average number of paying subscribers for the period. Where daily values are not available, the sum of beginning of period and end of period divided by two is used. Excluded from the ARPU calculation are: (i) HBO Max/HBO Hotel and Bulk Institution subscription revenue and subscribers (i.e., subscribers billed on a bulk basis); (ii) Cinemax subscription revenue and subscribers; (iii) HBO Basic subscription revenue and subscribers (International-only); (iv) Non-discovery+ DTC revenue and subscribers; and (v) Non-Core discovery+ revenue and subscribers. 4). Direct-to-Consumer ("DTC") subscriber - We define a “Core Direct-to-Consumer ("DTC") Subscription” as: (i) a retail subscription to discovery+, HBO or HBO Max for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform; (ii) a wholesale subscription to discovery+, HBO, or HBO Max for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; and (iii) a wholesale subscription to discovery+, HBO or HBO Max for which we have recognized subscription revenue on a per subscriber basis. We may refer to the aggregate number of Core DTC Subscriptions as “subscribers." The reported number of “subscribers” included herein and the definition of “Core DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO and HBO Max, that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time (such subscribers may also be referred to as “non-core” subscribers); (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials. Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada. International subscriber - We define an International subscriber as a subscription based outside of the United States of America or Canada. 5). Free Cash Flow - The Company defines free cash flow as cash flow from operations less acquisitions of property and equipment. The Company believes free cash flow is an important indicator for management and investors of the Company’s liquidity, including its ability to reduce debt, make strategic investments, and return capital to stockholders. For the periods ended March 31, 2021 (3/31/21) through March 31, 2022 (3/31/22), Reported Free Cash Flow represents standalone Discovery, Inc. Free Cash Flow. For the period ended June 30, 2022 (6/30/22), Reported Free Cash Flow represents results for Discovery, Inc. for April 1 - June 30, 2022, and the WarnerMedia Business for April 9 - June 30, 2022. 6). Net Debt - The Company defines net debt as total debt plus finance leases less cash and cash equivalents, and restricted cash 7). LTM EBITDA - LTM EBITDA is calculated by summing the most recent four quarters of Adjusted EBITDA. For the periods ended March 31, 2021 (3/31/21) through March 31, 2022 (3/31/22), LTM EBITDA is calculated using a four period sum of standalone Discovery, Inc. Adjusted OIBDA. Historical Discovery, Inc. Adjusted OIBDA and reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available on the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. For the period ended June 30, 2022 (6/30/22), LTM EBITDA is calculated using a four period sum of pro forma combined Adjusted EBITDA. Pro forma combined Adjusted EBITDA and reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and on the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. 8). LTM Leverage Ratio - LTM Leverage ratio is calculated by dividing net debt by LTM EBITDA
1 Combined Financial Statements AT&T WarnerMedia Business (A component of AT&T Inc.) For the Three Months Ended March 31, 2022 and March 31, 2021 for the Combined Statements of Operations, Other Comprehensive Income, Cash Flows and Equity (Unaudited) As of March 31, 2022 (Unaudited) and December 31, 2021 for Combined Balance Sheet INDEX TO COMBINED FINANCIAL STATEMENTS AT&T WarnerMedia Business Combined Financial Statements Combined Statement of Operations Combined Statement of Other Comprehensive Income Combined Balance Sheet Combined Statement of Cash Flows Combined Statement of Equity Notes to the Combined Financial Statements 2 3 4 5 6 7
AT&T WarnerMedia Business (A Component of AT&T Inc.) Combined Statement of Operations Dollars in millions (Unaudited) 2 The accompanying notes are an integral part of the Combined Financial Statements. Three Months Ended March 31, 2022 (Unaudited) Three Months Ended March 31, 2021 (Unaudited) Operating Revenues Subscription revenue $ 3,221 $ 3,040 Advertising revenue 1,210 1,245 Content revenue 2,713 2,605 Related party revenue 940 950 Other revenue 258 171 Total operating revenue 8,342 8,011 Operating Expenses Cost of revenues (exclusive of depreciation and amortization expense shown separately below) 5,013 4,677 Selling, general and administrative expenses (exclusive of depreciation and amortization expense shown separately below) 1,871 1,531 Related party expense 171 137 Depreciation and amortization expense 1,081 1,171 Total operating expense 8,136 7,516 Operating Income 206 495 Other Expenses/(Income) Interest expense, net 96 39 Other income, net (69) (185) Total other expense (income) 27 (146) Income before income taxes 179 641 Income tax expense 31 149 Net income $ 148 $ 492
AT&T WarnerMedia Business (A Component of AT&T Inc.) Combined Statement of Other Comprehensive Income Dollar in millions (Unaudited) 3 Three Months Ended March 31, 2022 (Unaudited) Three Months Ended March 31, 2021 (Unaudited) Net income $ 148 $ 492 Other comprehensive income, net of tax: Foreign currency translation Unrealized (losses) gains occurring during the period, net of taxes of $0 and $7 (72) 54 Benefit obligations Prior service cost, net of taxes of $0 (2) 1 Derivative instruments Unrealized (losses) gains occurring during the period, net of taxes of $(1) and $(1) (4) 3 Reclassification adjustment included in net income, net of taxes of $1 and $(1) 3 4 Change in derivative instruments (1) 7 Other comprehensive (loss) income (75) 62 Total Comprehensive Income $ 73 $ 554 The accompanying notes are an integral part of the Combined Financial Statements.
AT&T WarnerMedia Business (A Component of AT&T Inc.) Combined Balance Sheet Dollar in millions 4 March 31, 2022 (Unaudited) December 31, 2021 Assets Current assets Cash and cash equivalents $ 21,430 $ 1,879 Accounts receivable – net of related allowance for credit loss of $103 and $100 5,256 4,399 Related party accounts receivable 610 593 Prepaid expenses 275 590 Other current assets 452 496 Total current assets 28,023 7,957 Noncurrent inventories and theatrical film and television production costs 19,803 18,923 Property, plant and equipment, net 4,242 4,238 Goodwill 39,681 39,692 Trademarks and tradenames, net 16,531 16,688 Distribution networks, net 11,486 11,942 Other intangible assets, net 11,322 11,643 Investments, including available-for-sale securities 1,377 1,388 Operating lease right-of-use assets 2,275 2,357 Other assets 2,871 3,013 Total assets $ 137,611 $ 117,841 Liabilities and equity Current liabilities Accounts payable and accrued liabilities $ 9,561 $ 10,652 Related party accounts payable 19 88 Debt maturing within one year 124 10 Other current liabilities 1,633 1,566 Total current liabilities 11,337 12,316 Noncurrent liabilities Long-term debt 31,405 1,713 Deferred income taxes 10,923 11,361 Postemployment benefit obligation 73 75 Other noncurrent liabilities 7,079 7,102 Total liabilities 60,817 32,567 Equity Net parent investment 76,951 85,356 Accumulated other comprehensive (loss) income (157) (82) Total equity 76,794 85,274 Total liabilities and equity $ 137,611 $ 117,841 The accompanying notes are an integral part of the Combined Financial Statements.
AT&T WarnerMedia Business (A Component of AT&T Inc.) Combined Statement of Cash Flows Dollar in millions (Unaudited) 5 Three Months Ended March 31, 2022 (Unaudited) Three Months Ended March 31, 2021 (Unaudited) Operating Activities Net income $ 148 $ 492 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of film and television costs 2,954 2,812 Depreciation and amortization 1,081 1,171 Provision for uncollectible accounts 21 (27) Asset impairments 9 38 Share-based compensation expense 70 70 Actuarial (gain) on pension and postretirement benefits (9) (123) Deferred income tax (benefit) (416) (69) Net accretion/amortization of discount (premium) (4) (4) Changes in operating assets and liabilities: Receivables (895) 84 Prepaid expenses and other current assets 378 118 Inventories and theatrical film and television production costs (3,834) (3,704) Operating lease-right of use assets 4 23 Accounts payable and other accrued liabilities (971) (8) Postretirement claims and contributions (12) (16) Other, net 60 (603) Cash Used in (Provided by) Operating Activities (1,416) 254 Investing Activities Capital expenditures (153) (91) (Purchases) sales of investments, net (2) (69) Cash Used in Investing Activities (155) (160) Financing Activities Repayment of long-term debt - (2) Additional Borrowings 30,000 - Debt issuance costs (187) - Principal payments on finance leases (3) (18) Net transfers (to) from Parent (8,688) (24) Cash Provided by (Used in) Financing Activities 21,122 (44) Net increase in cash and cash equivalents 19,551 50 Cash and cash equivalents at beginning of year 1,879 1,495 Cash and Cash Equivalents End of Period $ 21,430 $ 1,545 The accompanying notes are an integral part of the Combined Financial Statements.
AT&T WarnerMedia Business (A Component of AT&T Inc.) Combined Statement of Equity (In Millions) 6 Three Months Ended March 31, 2022 (Unaudited) Three Months Ended March 31, 2021 (Unaudited) Net Parent Investment Balance at beginning of period $ 85,356 $ 86,429 Net income 148 492 Transfer of production tax credits to Parent (270) - Share-based compensation funded by Parent 70 70 Net transfers (to) from Parent (8,353) (220) Balance at end of period 76,951 86,771 Accumulated other comprehensive(loss) income, net of tax Balance at beginning of period $ (82) $ 138 Other comprehensive (loss) income (75) 62 Balance at end of period (157) 200 Total equity at end of period $ 76,794 $ 86,971 The accompanying notes are an integral part of the Combined Financial Statements.
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 7 NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business The accompanying Combined Financial Statements include the accounts of all operations that comprise AT&T Inc.’s (“AT&T” or the “Parent”) WarnerMedia segment excluding the Xandr, Crunchyroll, Chilevision and Playdemic Limited businesses (the “Company,” “WarnerMedia,” “we” or “us”). On April 8, 2022, AT&T completed the previously announced separation of WarnerMedia in a Reverse Morris Trust transaction, under which Magallanes, Inc. (Spinco), a wholly-owned subsidiary of AT&T that held the WarnerMedia business, was distributed to AT&T stockholders via a pro rata dividend, followed by the combination of Spinco with a subsidiary of Discovery, Inc. (Discovery), which was renamed Warner Bros. Discovery, Inc. (WBD). Each AT&T shareholder was entitled to receive 0.241917 shares of WBD common stock for each share of AT&T common stock held as of the record date, which represented approximately 71% of WBD. See note 15. We are a global media and entertainment company that develops, produces and acquires feature films, television, gaming and other content for monetization in various media outlets including theatrical, basic and premium pay television, free-to-air television, direct-to-consumer services and physical / digital retail stores. Preparation of Interim Financial Statements You should read this document in conjunction with the Combined Financial Statements and accompanying notes for the year ended December 31, 2021 included in the Current Report on Discovery’s Form 8-K dated March 7, 2022. The results for the interim periods are not necessarily indicative of those for the full year. These Combined Financial Statements include all adjustments that are necessary to present fairly the results for the presented interim period, consisting of normal recurring accruals and other items. Basis of Presentation Our Combined Financial Statements represent the operations of WarnerMedia and have been prepared on a carve-out basis. Our Combined Financial Statements have been derived from AT&T’s Consolidated Financial Statements and accounting records and reflect our Combined Statement of Operations, Balance Sheet and Statement of Cash Flows in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). AT&T provides certain corporate services to the Company and costs associated with these services have been allocated accordingly. These allocations include costs related to corporate finance, human resources, business development, legal, treasury, real estate, external affairs, compliance and other services. The costs of such services have been allocated to us based on an allocation metric which best represents our portion of corporate expenses incurred, primarily based on the relative percentage of expected revenue. Management believes such allocations are reasonable; however, they may not be indicative of the actual expenses that would have been incurred had we been operating independently for the periods presented. AT&T maintains a number of share-based compensation plans, pension plans, and post-retirement plans at a corporate level. Our employees participate in those programs and, as such, we were charged a portion of the expenses associated with these programs. However, our Combined Balance Sheet does not include any AT&T equity related to the share-based compensation programs or any pension or post-retirement assets or liabilities where AT&T is the sponsor of the corresponding plan. AT&T maintains a number of insurance policies including general liability, automobile, production related insurance, and employers’ liability. We have traditionally maintained policies through AT&T that provide limited coverage for these risks, and as such, we were allocated a portion of the expenses associated with these policies; excluding production related insurance in 2021 covered through a master policy that expired on December 15, 2021. Additionally, we purchase insurance coverage to comply with local insurance regulations and contractual requirements. AT&T self-insures certain other risks including those associated with property damages. It is our policy to accrue for amounts related to these risks if it is probable a loss has been incurred, the amount is reasonably estimable, and we are directly liable for a loss. “Net parent investment” represents AT&T’s interests in the recorded net assets of the Company. The net
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 8 investment balance represents the cumulative net investment by AT&T in the Company through the periods presented, including any prior net income or comprehensive income attributable to the Company. Certain transactions between the Company and AT&T, including allocated expenses, are also included in and reflected as a change in Net parent investment on the Combined Balance Sheet. All significant intercompany balances that do not have established written agreements and do not settle in cash between AT&T and the Company have been eliminated for the periods presented and are included in “Net parent investment”. The Combined Financial Statements may not be indicative of our future performance and do not necessarily reflect what our Combined Statement of Operations, Balance Sheet and Statement of Cash Flows would have been had we operated as an independent business during the periods presented. To the extent that an asset, liability, revenue or expense is directly attributable to the Company, it is reflected in the accompanying Combined Financial Statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions, including potential impacts arising from the COVID-19 pandemic and other estimates of probable losses and expenses, that affect the amounts reported in the Combined Financial Statements and accompanying notes. Actual results could differ from those estimates. New Accounting Standards LIBOR In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (ASU 2020-04, as amended), which provides optional expedients, and allows for certain exceptions to existing GAAP, for contract modifications triggered by the expected market transition of certain benchmark interest rates to alternative reference rates. ASU 2020-04 applies to contracts, hedging relationships, certain derivatives and other arrangements that reference the London Interbank Offering Rate (LIBOR) or any other rates ending after December 31, 2022. ASU 2020-04 became effective immediately. The standard did not materially impact our Combined Financial Statements and related disclosures. Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (ASU 2021-10), which requires annual disclosures, in the notes to the financial statements, about 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. ASU 2021-10 will be effective for annual reporting periods beginning after December 15, 2021, under prospective or retrospective application for all in scope government transactions in the financial statements as of our adoption date or thereafter. We are evaluating the disclosure impacts of our adoption of ASU 2021-10. NOTE 2. OTHER COMPREHENSIVE INCOME The following summary sets forth the activity within “Other comprehensive (loss) income.” All amounts are net of tax: Foreign Currency Translation Adjustment Benefit Obligations Net Unrealized (Losses) Gains on Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income Balance as of December 31, 2021 $ (70) $ (26) $ 14 $ (82)
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 9 Unrealized losses (72) (4) (76) Prior service cost (2) (2) Reclassification adjustments realized in net income(a) 3 3 Net other comprehensive loss (72) (2) (1) (75) Balance as of March 31, 2022 (Unaudited) (142) (28) 13 (157) Foreign Currency Translation Adjustment Benefit Obligations Net Unrealized (Losses) Gains on Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income Balance as of December 31, 2020 $ 106 $ 4 $ 28 $ 138 Unrealized gains 54 3 57 Prior service cost 1 1 Reclassification adjustments realized in net income(a) 4 4 Net other comprehensive income 54 1 7 62 Balance as of March 31, 2021 (Unaudited) 160 5 35 200 (a) Pretax losses (gains) are included in (loss) gain in Other expense (income), net. NOTE 3. REVENUES AND ACCOUNTS RECEIVABLE Revenue Categories The following tables set forth reported revenue by category: Three Months Ended Three Months Ended March 31, March 31, 2022 (Unaudited) 2021 (Unaudited) Operating revenue Subscription revenue $ 3,221 $ 3,040 Advertising revenue 1,210 1,245 Content revenue 2,713 2,605 Related party revenue 940 950 Other revenue 258 171 Total operating revenue $ 8,342 $ 8,011 Three Months Ended Three Months Ended March 31, March 31, 2022 (Unaudited) 2021 (Unaudited) Content revenue Television $ 1,916 $ 1,798
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 10 Film 1,489 1,186 Games and other 200 239 Eliminations in content revenue (892) (618) Total content revenue $ 2,713 $ 2,605 Contract Assets and Liabilities A contract asset is recorded when revenue is recognized in advance of our right to bill and receive consideration and that right is conditioned upon something other than the passage of time. In our long-term content licensing agreements, billing occurs in accordance with agreed-upon contract terms and is sometimes subsequent to revenue recognition, resulting in the recognition of contract assets. When consideration is received in advance of the delivery of goods or services, or we have the contractual right to invoice our customers in advance of performance, a contract liability is recorded for deferred revenue. Reductions in the contract liability will be recorded as revenue as we satisfy our performance obligations. The following table presents contract assets and liabilities on the Combined Balance Sheet: March 31, December 31, 2022 (Unaudited) 2021 Contract assets $ 73 $ 135 Contract liabilities 1,501 1,482 Our contract liabilities as of December 31, 2021 recorded as customer contract revenue for the quarter ended March 31, 2022 was $806. Our Combined Balance Sheet as of March 31, 2022 (unaudited) and December 31, 2021 included approximately $38 and $108 respectively for the current portion of our contract assets in “Other current assets” and $1,336 and $1,306 respectively for the current portion of our contract liabilities in “Other current liabilities.” Remaining Performance Obligations Remaining performance obligations represent future revenues not yet recorded for firm order commitments that have not yet been performed. Our most significant remaining performance obligations relate to the licensing of film and television content which will be made available to customers at some point in the future. Remaining performance obligations associated with fixed fee subscriptions and advertising arrangements that have an expected duration of one year or less have been excluded from the transaction price allocated to the remaining performance obligations. For content revenues, including revenues associated with the licensing of theatrical and television product for television and streaming services, we have included all contracts regardless of duration. Content revenues include estimates for products that are not yet completed but exclude variable consideration such as sales-based or usage-based royalties. As of March 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $8,914 of which we expect to recognize approximately 43% by the end of 2022, 65% by the end of 2023, 75% by the end of 2024, 80% by the end of 2025, 82% by the end of 2026, with the remaining balance recognized thereafter. As of December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $9,290, of which we expect to recognize approximately 53% by the end of 2022, 68% by the end of 2023, 77% by the end of 2024, 81% by the end of 2025, 82% by the end of 2026, with the remaining balance recognized thereafter.
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 11 NOTE 4. RESTRUCTURING AND SEVERANCE COSTS Restructuring and severance costs primarily relate to the integration and direct-to-consumer restructuring programs. The integration restructuring program supported the integration of legacy HBO, Turner and Warner Bros. into one operating company, WarnerMedia. The direct-to-consumer restructuring program shifted the focus of our business to a direct-to-consumer model by simplifying production, management and distribution of content across the organization. Severance costs primarily related to employee termination costs. Restructuring and severance costs are included in "Selling, general and administrative expenses” in our Combined Statement of Operations. Restructuring and severance costs expensed as incurred for the three months ended March 31, 2022, and for the three months ended March 31, 2021 are as follows: Three Months Ended March 31, 2022 (Unaudited) Three Months Ended March 31, 2021 (Unaudited) Integration $ (19) $ 7 Direct-to-consumer 14 51 Total restructuring and severance costs $ (5) $ 58 During the three months ended March 31, 2022 and March 31, 2021, our restructuring and severance costs were offset by the reversal of accrued severance and restructuring of $19 and $6, respectively, resulting from a change in estimates for costs incurred for prior restructuring activities. NOTE 5. INVESTMENTS Our investments, by category, consist of the following as of the indicated dates: March 21, 2022 (Unaudited) December 31, 2021 Equity-method investments $ 1,086 $ 1,087 Fair-value and other investments: Deferred compensation investments, recorded at fair value 134 142 Available-for-sale debt securities 30 30 Total fair-value and other investments $ 164 $ 172 Equity investments without readily determinable fair values 127 129 Total $ 1,377 $ 1,388 Available-for-sale debt securities are recorded at fair value on the Combined Balance Sheet and the realized gains and losses are included as a component of “Other expense (income), net” in the Combined Statement of Operations. There were no unrealized gains or unrealized losses during the three months ended March 31, 2022 and March 31, 2021 on available-for-sale debt securities. Equity-Method Investments At March 31, 2022 (unaudited) and December 31, 2021, investments accounted for using the equity method included our investments in The CW Network, TCG 2.0 Investment Holdings, Tencent, Fandango Media, LLC and certain other ventures that are generally 20% to 50% owned and in which we have significant influence. Equity Investments Without Readily Determinable Fair Values Equity investments without readily determinable fair value include ownership rights that do not provide us with control or significant influence.
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 12 We monitor our equity investments without readily determinable fair values to identify potential transactions that may indicate an observable price change in orderly transactions for the identical or a similar investment of the same issuer, requiring adjustment to its carrying amount. Investment Impairments For the three months ended March 31, 2022 and March 31, 2021, we did not incur any impairment for any investments. While we have recognized all material declines that are believed to be other-than-temporary as of March 31, 2022, it is reasonably possible that individual investments in our portfolio may experience other-than-temporary declines in value in the future if the underlying investees experience adverse changes in their financial condition or poor operating results or if there is a significant decline in the market value of a debt or equity security held by us in relation to its cost basis. NOTE 6. LICENSED PROGRAMMING INVENTORY AND FILM AND TELEVISION PRODUCTION COST The following tables present our programming, production costs, and other inventory as of March 31, 2022 (unaudited) and December 31, 2021. Programming costs include the unamortized cost of licensed programming rights. Film and television production costs include the unamortized cost of completed theatrical films and television episodes, theatrical films and television series in production and undeveloped film and television rights. In addition, costs have been grouped based on predominant monetization strategy. Inventories and theatrical film and television production costs consist of: March 31, 2022 (Unaudited) Predominantly Monetized Individually Predominantly Monetized as a Group Total Theatrical film production costs: (b) Released, less amortization $ 570 $ - $ 570 Completed and not released 631 - 631 In production 1,452 - 1,452 Development and pre-production 143 - 143 Television production costs: (b) Released, less amortization 1,018 3,092 4,110 Completed and not released 612 660 1,272 In production 479 3,368 3,847 Development and pre-production 37 98 135 Total theatrical film and television production costs $ 4,942 $ 7,218 $ 12,160 Inventories: Programming costs, less amortization (a) $ 7,642 Other inventory, primarily DVDs and Blu-ray Discs 153 Total inventories 7,795 Less current portion of inventory (152) Total noncurrent inventories 7,643 Total noncurrent inventories and theatrical film and television production costs $ 19,803 December 31, 2021
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 13 Predominantly Monetized Individually Predominantly Monetized as a Group Total Theatrical film production costs: (b) Released, less amortization $ 526 $ - $ 526 Completed and not released 343 - 343 In production 1,687 - 1,687 Development and pre-production 143 - 143 Television production costs: (b) Released, less amortization 799 2,536 3,335 Completed and not released 774 576 1,350 In production 518 3,836 4,354 Development and pre-production 37 86 123 Total theatrical film and television production costs $ 4,827 $ 7,034 $ 11,861 Inventories: Programming costs, less amortization (a) $ 7,063 Other inventory, primarily DVDs and Blu-ray Discs 133 Total inventories 7,196 Less current portion of inventory (134) Total noncurrent inventories 7,062 Total noncurrent inventories and theatrical film and television production costs $ 18,923 (a) Includes the costs of certain programming rights, primarily sports, for which payments have been made prior to the related rights being received. (b) Does not include $3,961 of acquired film library intangible assets as of December 31, 2021, which are included in “Other intangible assets, net” subject to amortization, net on the Combined Balance Sheet. For the three months ended March 31, 2022 and March 31, 2021, we recorded production cost amortization expense of $1,140 and $1,233, respectively, for inventories predominately monetized individually and $1,827 and $1,616, respectively, for inventories predominately monetized as a film group in “Cost of revenues” in the Combined Statement of Operations. Included in production cost amortization are film and television impairments of $9 and $37 for the three months ended March 31, 2022 and March 31, 2021. NOTE 7. LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Long-term debt, including interest rates and maturities, as of March 31, 2022 and December 31, 2021 are summarized as follows: March 31, December 31, 2022 (Unaudited) 2021 Fixed-rate public debt Interest Rates Maturities 1.95% - 2.99% 2023 - 2026 $ 225 $ 230 3.00% - 4.99% 2023 - 2045 368 368 5.00% - 6.99% 2026 - 2043 337 337 7.00% - 9.15% 2023 - 2036 589 589 1,519 1,524 Unamortized premium - net 143 147 Total fixed-rate public debt 1,662 1,671 Senior notes 30,000 - Unamortized debt issuance costs (186) -
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 14 Other borrowings 4 - Total debt, excluding finance lease 31,480 1,671 Finance lease obligations 49 52 Total long-term debt, including current maturities 31,529 1,723 Current maturities of long-term debt 124 10 Total long-term debt $ 31,405 $ 1,713 In March 2022, SpinCo issued $30,000 of senior unsecured notes (“Senior notes”) at par. The interest rates, maturities, and principal amounts of each class of notes are reflected in the table below. On April 8, 2022, in connection with AT&T’s separation and distribution of WarnerMedia, and merger of Spinco with WBD, we paid a special cash dividend of $20,000 to Parent from the proceeds of the Senior notes issuance in March. Prior to the transaction close date, $10,000 of the proceeds from the issuance was received by Parent. With the exception of the Floating rate Senior notes, all other notes are optionally callable by the Company prior to their maturity, but generally require payment of a make-whole premium if called more than one year prior to maturity. Upon a Change of Control (as defined in the credit agreement), the Senior notes are mandatorily redeemable at 101% of their principal amount, plus accrued, unpaid interest. Senior notes, including interest rates and maturities, as of March 31, 2022 are as follows: March 31, 2022 (Unaudited) Interest Rates Maturities Floating rate 2024 $ 500 3.43% 2024 1,750 3.53% 2024 500 3.64% 2025 1,750 3.79% 2025 500 3.76% 2027 4,000 4.05% 2029 1,500 4.28% 2032 5,000 5.05% 2042 4,500 5.14% 2052 7,000 5.39% 2062 3,000 Total Senior notes $ 30,000 Public Debt We have various public debt issuances outstanding. At issuance, the maturities of these outstanding series of debt ranged from eight to forty years and the interest rates on debt with fixed interest rates ranged from 1.95% to 9.15%. As of March 31, 2022, we were in compliance with all conditions of instruments governing public debt. All of our outstanding public debt is unsecured. Aggregate principal maturities of outstanding public debt as of March 31, 2022 are as follows: 2023 2024 2025 2026 2027 Thereafter Public debt repayments $ 370 $ 87 $ 97 $ 89 $ 54 822
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 15 Undrawn Bridge and Term Loan On May 17, 2021, SpinCo entered into a $41,500 commitment letter (the “Bridge Loan”). On June 4, 2021 (the “Effective Date”), SpinCo entered into a $10,000 term loan credit agreement (the “Term Loan”) consisting of (i) an 18-month $3,000 tranche (“Tranche 1 Facility”), and (ii) a 3-year $7,000 tranche (“Tranche 2 Facility”), with JPMorgan Chase Bank, N.A., as agent. In March 2022, SpinCo issued $30,000 of Senior notes at par. In connection with the execution of the Term Loan and Senior notes issuances, the aggregate commitment amount under the existing Spinco commitment letter (Bridge Loan) was reduced from $41,500 to $1,687, with no amounts outstanding as of March 31, 2022. The Term Loan contains certain representations and warranties and covenants, including limitations on liens, investments, indebtedness, dispositions, transactions with affiliates, dividends and other restricted payments and certain burdensome agreements and financial maintenance covenants that SpinCo will maintain (i) a consolidated interest coverage ratio (as defined in the Term Loan) of no less than 3.00 to 1.00 and (ii) a consolidated leverage ratio (as defined in the Term Loan) of (a) from and after the last day of the first full fiscal quarter following the first date all the conditions defined in the Term Loan are satisfied or waived (the “Closing Date”) to the measurement period (as defined the Term Loan) ending on the last day of the first full fiscal quarter after the first anniversary of the Closing Date, no more than 5.75 to 1.00, (b) from and after the measurement period ending on the last day of the first full fiscal quarter after the first anniversary of the Closing Date to the measurement period ending on the last day of the first full quarter after the second anniversary of the Closing Date, 5.0:1.00 and (c) thereafter, 4.50:1.00. As of March 31, 2022, SpinCo was in compliance with the covenants for the Term Loan. Prior to the Closing Date, only a bankruptcy or insolvency event of default with respect to us would permit the lenders to terminate their commitments under the Term Loan. The obligations of the lenders under the Term Loan to provide advances will terminate on the earliest of (i) the termination of the Agreement and Plan of Merger, dated May 17, 2021 (the “Merger Agreement”), (ii) July 15, 2023, (iii) the consummation of a distribution by AT&T to its shareholders of our common stock held by AT&T by way of either a pro rata dividend or an exchange offer with or without the funding of the loans under the Term Loan (after giving effect to any such loans funded) and (iv) the date of termination in full of the Tranche 1 commitments and Tranche 2 commitments pursuant to the terms of the Term Loan (the period from the Effective Date to such termination date). NOTE 8. RELATED PARTY TRANSACTIONS In the ordinary course of operations, we enter into transactions with related parties as further described below. Related parties include AT&T and its affiliates, including DIRECTV. AT&T provides financing, cash management and other treasury services to us. We receive funding from AT&T for some of our investing and financing cash needs. Cash transferred to and from AT&T is recorded as intercompany receivables and payables. There is no formal agreement for repayment of these amounts to AT&T and we expect these balances to be settled through equity. As such, intercompany receivables and payables with AT&T are reflected within “Net parent investment” on the Combined Balance Sheet. AT&T provides certain corporate services to us and costs associated with these services have been allocated to the Company. These allocations include costs related to corporate finance, human resources, business development, legal, real estate, external affairs, compliance and other services. The costs of such services have been allocated to us based on an allocation metric which best represents our portion of corporate expenses incurred, primarily based on the relative percentage of expected revenue. For the three months ended March 31, 2022 and March 31, 2021, the total amount of these cost allocations was approximately $26 and $28, respectively.
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 16 These allocations may not be indicative of the actual expenses we would have incurred as a separate, standalone company or of the costs we will incur in the future. Our equity balance represents the cumulative net investment by AT&T through that date, including any prior net income, comprehensive income and allocations or other transactions with AT&T. The related party transactions described above are consistent with AT&T’s external reporting and may not be at fair value. The majority of the related party revenue and expense relates to payments from AT&T affiliates for license of television programming distribution rights and payments to AT&T affiliates for marketing expenses. Payments under these contracts are typically subject to annual rate increases and are based on the number of subscribers receiving the related programming. NOTE 9. FAIR VALUE MEASUREMENT The Fair Value Measurement and Disclosure framework in ASC 820, “Fair Value Measurement,” provides a three-tiered fair value hierarchy based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs. The level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Our valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation methodologies described above may produce a fair value calculation that may not be indicative of future net realizable value or reflective of future fair values. We believe our valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used for the periods presented. Long-Term Debt and Other Financial Instruments The carrying amounts and estimated fair values of our long-term debt, including current maturities, and other financial instruments, are summarized as follows: March 31, December 31, 2022 (Unaudited) 2021 Carrying Amount Fair Value Carrying Amount Fair Value Notes and debentures $ 31,480 $ 32,112 $ 1,671 $ 1,823 The carrying amount of debt with an original maturity of less than one year approximates fair value. The fair value measurements used for notes and debentures are considered Level 2 and are determined using various methods, including quoted prices for identical or similar securities in both active and inactive markets. Following is the fair value leveling for investment securities that are measured at fair value and derivatives as of March 31, 2022 and December 31, 2021. Derivatives designated as hedging instruments are reflected as “Prepaid expenses” and “Accounts payable and accrued liabilities” on our Combined Balance Sheet.
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 17 March 31, 2022 (Unaudited) Level 1 Level 2 Level 3 Total Equity Securities $ 134 $ - $ - $ 134 Available-for-Sale Debt Securities - 30 - 30 Asset Derivatives: Foreign exchange contracts - 2 - 2 Liability Derivatives Foreign exchange contracts - (25) - (25) December 31, 2021 Level 1 Level 2 Level 3 Total Equity Securities $ 142 $ - $ - $ 142 Available-for-Sale Debt Securities - 30 - 30 Asset Derivatives: Foreign exchange contracts - 8 - 8 Liability Derivatives Foreign exchange contracts - (41) - (41) We primarily apply the market approach for valuing recurring fair value measurements. Derivative Instruments and Hedging Activities We enter into derivative transactions to manage certain market risks, primarily foreign currency exchange risk. This includes the use of foreign exchange forward contracts. We do not use derivatives for trading or speculative purposes. We record derivatives on our Combined Balance Sheet at fair value using observable market data, including yield curves and foreign exchange rates (all of our derivatives are Level 2). Cash flows associated with derivative instruments are presented in the same category on the Combined Statement of Cash Flows as the item being hedged. Cash Flow Hedging We designate our foreign exchange contracts that generally have maturities of up to four years as cash flow hedges. The purpose of these contracts is to hedge certain forecasted film production costs and film tax incentives denominated in foreign currencies. Unrealized gains on derivatives designated as cash flow hedges are recorded at fair value as assets and unrealized losses are recorded at fair value as liabilities. For derivative instruments designated as cash flow hedges, changes in fair value are reported as a component of “Accumulated other comprehensive (loss) income” on the Combined Balance Sheet and are reclassified into the Combined Statement of Operations in the same period the hedged transaction affects earnings. Net Investment Hedging We have designated €164 million aggregate principal amount of debt as a hedge of the variability of some of the Euro-denominated net investments of our subsidiaries. The gain or loss on the debt that is designated as, and is effective as the net investment in a foreign operation is recorded as a currency translation adjustment within “Accumulated other comprehensive (loss) income” on the Combined Balance Sheet. The gain or loss will be subsequently reclassified into the Combined Statement of Operations when the hedged net investment is either sold or substantially liquidated. Net gains on net investment hedges recognized in “Accumulated other comprehensive (loss) income” were $(5) for the year ended March 31, 2022. Collateral and Credit-Risk Contingency We monitor our positions with, and the credit quality of, the financial institutions that are party to our financial transactions and have entered into collateral agreements with these counterparties to further protect us in the event of deterioration of the credit quality of such counterparties on outstanding transactions. Some of these agreements require us to post collateral to the counterparties in accordance with agreed upon thresholds, if any, based on credit ratings when we are in a derivative liability position. If the credit-risk-related contingent features were triggered, the maximum collateral we would have been required to post totaled $24 at March 31, 2022. No collateral was posted or held related to our derivative contracts as of March 31, 2022.
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 18 Offsetting Netting provisions are included in agreements in situations where we execute multiple contracts with the same counterparty. For such foreign exchange contracts, we offset the fair values of the amounts owed to or due from the same counterparty and classify the net amount as a net asset or net liability within “Prepaid expenses” or “Accounts payable and accrued liabilities,” respectively, on the Combined Balance Sheet. Following are the notional amounts of our outstanding derivative positions at March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 (Unaudited) Foreign exchange contracts $ 213 $ 30 Net gains and losses from hedging activities recognized in the Combined Statement of Operations for the three months ended March 31, 2022 and March 31, 2021 were as follows: March 31, March 31, 2022 (Unaudited) 2021 (Unaudited) Cash Flow Hedging Relationships Foreign exchange contracts: Gain recognized in “Accumulated other comprehensive (loss) income” $ 3 $ 4 Other expense, net reclassified from “Accumulated other comprehensive (loss) income” into income 1 (5) Amounts included in “Other expense (income), net” in the Combined Statement of Operations include the impact of forward points and option premiums, which are excluded from the assessment of hedge effectiveness. Other amounts included in “Other expense (income), net” in the Combined Statement of Operations relate to hedge of foreign-currency-denominated debt and hedge ineffectiveness, which are not material to the Combined Financial Statements. The following is a summary of amounts recorded on the Combined Balance Sheet pertaining to our use of foreign currency derivatives as of March 31, 2022 and December 31, 2021: March 31, 2022 (Unaudited) (a) December 31, 2021 (b) Prepaid expenses $ 2 $ 8 Accounts payable and accrued liabilities (25) (41) (a) Includes $76 ($74 of qualifying hedges and $2 of economic hedges) and $99 of qualifying hedges of foreign exchange derivative contracts in asset and liability positions, respectively (b) Includes $76 ($74 of qualifying hedges and $2 of economic hedges) and $109 of qualifying hedges of foreign exchange derivative contracts in asset and liability positions, respectively Nonrecurring Fair Value Measurements In addition to assets and liabilities that are recorded at fair value on a recurring basis, impairment indicators may subject goodwill, long-lived assets and film costs to nonrecurring fair value measurements. The fair values of
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 19 film productions were estimated using a discounted cash flow approach. The inputs to all of these approaches are considered Level 3. For the three months ended March 31, 2022 and March 31, 2021, the nonrecurring fair value measurements for film and programming costs was $4. NOTE 10. INCOME TAXES The effective tax rates for the three months ended March 31, 2022 and March 31, 2021, were 17.2% and 23.2%, respectively. The three months ended March 31, 2022, contained favorable discrete tax items of $8.3 million, primarily due to $16.2 million of favorable changes associated with prior year return to provision adjustments, partially offset by $1.9 million of unfavorable changes in tax reserves and $6 million of net unfavorable other discrete tax items. The three months ended March 31, 2021, contained unfavorable discrete items of $10.6 million. As of December 31, 2021, the Combined Financial Statements “prepaid expense” included approximately $270 million in prepaid tax assets related to production tax credits generated by the AT&T Warner Media business, and this estimate was refined through March 31, 2022. In addition, WarnerMedia ceased to be a party to the AT&T Income Tax Sharing agreement as of close. Approximately $270 million in production tax credits are determined eligible to be utilized within AT&T pre-spin tax periods and tax return filings and are no longer determined available to be included as a prepaid expense of the AT&T WarnerMedia Business financial statements for the period ending March 31, 2022. NOTE 11. BENEFIT PLANS Overview Certain employees participate in one of AT&T’s sponsored noncontributory pension plans and as such a portion of the expenses associated with these plans is included in our Combined Statement of Operations. However, our Combined Balance Sheet does not include any pension or post-retirement assets or liabilities related to these plans. The following table presents the components of directly attributable net periodic benefit credit included in “Other expense (income), net” in the Combined Statement of Operations for pension plans where AT&T is the sponsor: Three Months Ended March 31, 2022 (Unaudited) Three Months Ended March 31, 2021 (Unaudited) Interest cost on projected benefits obligation $ 14 $ 12 Expected return on assets (46) (44) Actuarial gain (9) (123) Net periodic benefit credit $ (41) $ (155) We sponsor four U.S. nonqualified pension plans that are noncontributory and unfunded. The four 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 “US Nonqualified Plans”). Net Periodic Benefit Cost The service cost component of net periodic pension benefit cost is recorded in operating expenses in the Combined Statement of Operations while the remaining components are recorded in “Other expense (income), net.” The following table presents the components of net periodic benefit cost:
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 20 Three Months Ended March 31, 2022 (Unaudited) Three Months Ended March 31, 2021 (Unaudited) Service cost – benefits earned during the period $ 1 $ 1 Interest cost on projected benefits obligation 5 4 Expected return on assets (4) (3) Net periodic benefit cost (a) $ 2 $ 2 (a) Net period benefit cost excludes foreign currency loss of $2 and gain of $12 for the three months ended March 31, 2022 and March 31, 2021, respectively. NOTE 12. EQUITY-BASED COMPENSATION Certain of our employees participate in share-based compensation plans sponsored by AT&T, which include stock options and Restricted Stock Unit awards. The most recent stock option grant took place in 2018, vested within one year and no additional grants have since been issued. Restricted Stock Unit awards have a vesting period of one to four years in accordance with the terms of those plans. Our Combined Statement of Operations includes the compensation cost recognized for those plans as operating expenses, as well as the associated tax benefits. These amounts were based on the awards and terms previously granted to our employees but may not reflect the equity awards or results that we would have experienced or expect to experience as a standalone company. Additionally, expenses related to the AT&T corporate employees were allocated based on an allocation metric which best represents our portion of corporate expenses incurred, primarily based on the relative percentage of expected revenue. The unit data presented in the tables below only reflect the costs that were directly attributable to our employees and none of the allocated expenses of AT&T’s corporate employees. Equity Plans Stock options and RSUs have been granted to our employees and non-employee directors. Generally, stock options have exercise prices equal to the fair market value on the date of grant, vest in four equal annual installments and expire ten years from the date of grant. RSUs generally vest in four equal annual installments. Stock options and RSUs generally provide for accelerated vesting after reaching a specified age and years of service, as well as in certain additional circumstances for non-employee directors. Holders of RSUs are generally entitled to receive cash dividend equivalents based on the regular quarterly cash dividends declared and paid by AT&T during the period that the RSUs are outstanding. The dividend equivalent payment for holders of RSUs subject to a performance condition is made in cash following the satisfaction of the performance condition. Holders of stock options do not receive dividends or dividend equivalent payments. Upon the (i) exercise of a stock option or (ii) vesting of an RSU, shares of the Parent’s common stock may be issued either from authorized but unissued shares or from treasury stock. Other information pertaining to each category of equity-based compensation appears below. The compensation costs included in our Combined Statement of Operations are reflected in the table below: Three Months Ended March 31, 2022 (Unaudited) Three Months Ended March 31, 2021 (Unaudited) Share-based compensation expense $ 70 $ 70 Tax benefits associated with share-based compensation expense 15 15 Total unrecognized compensation cost related to nonvested restricted stock units as of March 31, 2022 and December 31, 2021, without taking into account expected forfeitures, is $445 and $223 respectively and is
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 21 expected to be recognized over a weighted-average period of approximately 2 years. The total fair value of shares vested was $81 and $172 for the three months ended March 31, 2022 and March 31, 2021 respectively. NOTE 13. SALES OF RECEIVABLES We have agreements with various third-party financial institutions pertaining to the sales of certain types of our accounts receivable. The most significant of these programs are discussed in detail below and generally consists of revolving service and trade receivables. Under these programs, we transfer receivables to purchasers in exchange for cash. Under the terms of our agreements for this program, we continue to bill and collect the payments from our customers on behalf of the financial institutions. Revolving Receivables Program We have a revolving agreement to transfer up to $6,680 of certain receivables through our bankruptcy-remote subsidiaries to various financial institutions on a recurring basis in exchange for cash equal to the gross receivables transferred. 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, we transfer additional receivables into the program, resulting in our gross receivables sold exceeding net cash flow impacts (e.g., collect and reinvest). The transferred receivables are fully guaranteed by our bankruptcy-remote subsidiaries, which hold additional receivables in the amount of $3,359 that are pledged as collateral under this agreement. Upon completion of AT&T’s separation and distribution of WarnerMedia, and merger of SpinCo on April 8, 2022, AT&T Mobility LLC receivables no longer serve as collateral under this agreement. AT&T intercompany receivables and related party, DirecTV, receivables were pledged as additional collateral. Any reduction of collateral in the future may impact the Company’s sold receivables. The transfers are recorded at fair value of the proceeds received and obligations assumed less derecognized receivables. The obligation is subsequently adjusted for changes in estimated expected credit losses and interest rates. Our maximum exposure to loss related to these receivables transferred is limited to the amount outstanding. The fair value measurement used for the obligation is considered Level 3 under the Fair Value Measurement and Disclosure framework (see Note 9). The following table sets forth a summary of receivables sold: Three Months Ended March 31, 2022 (Unaudited) Three Months Ended March 31, 2021 (Unaudited) Gross receivables sold/cash proceeds received1 $ 4,082 $ 4,481 Collections reinvested under revolving agreement 3,673 4,100 Net cash proceeds received $ 409 $ 381 Net receivables sold2 $ 4,052 $ 4,404 Obligations (reversed) recorded 72 129 1Includes initial sale of receivables of $409 and $381 for the three months ended March 31, 2022 and March 31, 2021 respectively. 2Receivables net of allowance, return and incentive reserves and imputed interest. The following table sets forth a summary of the receivables and accounts being serviced: March 31, 2022 (Unaudited) December 31, 2021 Gross receivables: $ 1,008 $ 1,095 Balance sheet classification Accounts receivable: Trade receivables 807 906 Other assets: Noncurrent notes and trade receivables 201 189
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 22 Outstanding portfolio of receivables derecognized from our Combined Balance Sheet 6,172 5,763 Cash proceeds received, net of remittances1 6,172 5,763 1Represents amounts to which financial institutions remain entitled. NOTE 14. ADDITIONAL FINANCIAL INFORMATION Additional financial information with respect to “Other expense (income), net” is as follows: Three Months Ended March 31, 2022 (Unaudited) Three Months Ended March 31, 2021 (Unaudited) Other Income, Net Loss (gain) on equity method investees $ 15 $ (49) Pension remeasurement (9) (123) Actuarial gain on pension and postretirement benefits (68) (29) Other, net (7) 16 Total other income, net $ (69) $ (185) NOTE 15. COMMITMENTS AND CONTINGENCIES Contingent Commitments Six Flags Guarantee In connection with our former investment in the Six Flags theme parks located in Georgia and Texas (collectively, the “Parks”), in 1997, certain subsidiaries of ours 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 $522. To date, no payments have been made by us pursuant to the Six Flags Guarantee. 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 us, among others, if the Six Flags Guarantee is called upon. If Six Flags defaults in 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. Because the Six Flags Guarantee existed prior to December 31, 2002 and no modifications to the arrangements have been made since the date the guarantee came into existence, we are required to continue to account for the Guaranteed Obligations as a contingent liability. Based on our evaluation of the current facts and circumstances surrounding the Guaranteed Obligations and the Subordinated Indemnity Agreement, we are unable to predict the loss, if any, that may be incurred under the Guaranteed Obligations, and no liability for the arrangements has been recognized at March 31, 2022. Because of the specific circumstances surrounding the arrangements and
AT&T WarnerMedia Business (A Component of AT&T Inc.) Notes to the Combined Financial Statements (Unaudited) (Dollars in millions except per share amounts) 23 the fact that no active or observable market exists for this type of financial guarantee, we are unable to determine a current fair value for the Guaranteed Obligations and related Subordinated Indemnity Agreement. Contingencies We are party to numerous lawsuits, regulatory proceedings and other matters arising in the ordinary course of business. In evaluating these matters on an ongoing basis, we take into account amounts already accrued on the balance sheet. In our opinion, although the outcomes of these proceedings are uncertain, they should not have a material adverse effect on our financial position, results of operations or cash flows. NOTE 16. SUBSEQUENT EVENTS Discovery Merger On April 8, 2022, AT&T completed the separation and distribution of WarnerMedia, and merger of SpinCo, an AT&T subsidiary formed to hold the WarnerMedia business, with a subsidiary of Discovery, Inc., which was renamed Warner Bros. Discovery Inc. (WBD). Each AT&T shareholder received 0.241917 shares of WBD common stock for each share of AT&T common stock held as of the record date. In connection with and in accordance with the terms of the transaction, AT&T received approximately $40.4 billion which included $38.8 billion of cash and $1.6 billion of debt retained by WarnerMedia. Subsequent Restructuring Charges Restructuring activities at and near the merger date have been recognized by WBD. CNN+ On April 21, WBD announced the shut-down of CNN+. Employees unable to find a role within the Company will receive at least 6 months of severance. We are in the process of evaluating other potential charges including programming impairment, technology and product write-offs and contract termination costs.
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