Warner Bros. Discovery Inc (WBD) — Q3 2022 Earnings Call Transcript

Good afternoon and welcome to Warner Bros. Discovery’s Q3 earnings call. With me today is David Zaslav, President and CEO; Gunnar Wiedenfels, our CFO; and JB Perrette, CEO and President, Global Streaming and Games. Before we start, I’d like to remind you that today’s conference call will include forward-looking statements that we make pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include comments regarding the company’s future business plans, prospects and financial performance. These statements are made based on management’s current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results to differ materially from our expectations. In providing projections and other forward-looking statements, the company disclaims any intent or obligation to update them. For additional information on important factors that could affect these expectations, please see our Form 10-K for the year ended December 31, 2021, our quarterly Form 10-Q for the quarter ended September 31, 2022 that we expect to file with the SEC today as well as our subsequent filings made with the SEC. A copy of our Q3 earnings release, trending schedule and accompanying slide deck is available on our website at ir.wbd.com. And with that, I'm pleased to turn the call over to David.

Hello everyone and thank you for joining us. Let me start by saying I am pleased with all that we have accomplished in just our first six months as a combined company. We have had to work through a number of really tough issues; some anticipated, some unexpected and we continue to make the difficult decisions that we know are necessary to position our company for long-term growth and success. As you would expect with a deal of this magnitude, in a dynamic and changing industry and amidst the more challenging economic environment, a significant amount of change is required. In fact, we see this as presenting a meaningful opportunity, one that we have seized wholeheartedly. This is an opportunity to look inside each one of our businesses and really determine what's working, what's not working. Is it structured properly? Does it have the right assets, people and resources to be effective and the best-in-class in the environment we face today? None of this is easy and nothing happens overnight. That said, we are fully committed and laser-focused. I believe we have the strongest hand in the industry in terms of the completeness and quality of our portfolio of assets and our IP across sports, news, nonfiction, and entertainment, in virtually every region of the globe and in every language. Six months in, we now have a full, strong and energized leadership team in place and we are confident we have the right strategy and are making the structural and strategic changes to successfully achieve our goal of becoming the greatest media and entertainment company in the world capable of generating significantly higher earnings and free cash flow than we are today and creating real long-term sustainable shareholder value. Last quarter we laid out three strategic priorities that serve as our guiding principles and influence our decision-making, strategically operationally and financially. Starting with content, content is the heart of everything we do and we are investing at historic levels in the highest quality storytelling, sports, and news. All the hard work we are doing now will allow us to continue making meaningful investments in content to support our plans going forward. Our best-in-class portfolio is led by the strongest content and creative executives in the business. One of the things that differentiates these leaders is that they do more than just pick shows and write checks. They support and nurture our creative talent and help them to bring their bold visions to life on screens large and small. They are doers who have spent time in the control room developing films and TV shows, writing scripts, and working closely with talent and creatives. They know their crafts inside and out, what it takes to create compelling unforgettable experiences for fans worldwide. And they know how to replicate that success in storytelling over and over. No one embodies this creative commitment more than our new Heads of DC Studios, James Gunn and Peter Safran, who have said that running DC Studios is a passion project, not just a job. James is a brilliant storyteller who has the distinction of being the first and only filmmaker to direct a movie for both Marvel and DC. Peter is a prolific producer whose credits include DC's highest-grossing movie Aquaman, as well as the entire Conjuring Universe, the most successful horror franchise of all time. We could not be more thrilled to have them join our leadership team. And I'm excited for what is to come. I spent a lot of time over the last few months with James and Peter, talking about our strategy and long-term plans for the future of DC across TV, animation and film. They have a powerful vision and blueprint that will drive a more unified creative approach that will enable us to realize the full value of one of the world's most iconic franchises. They're hard at work right now. Our teams companywide are working hard every day to ensure that Warner Bros. Discovery is the place creatives choose to come and tell their stories. We have a huge advantage. Warner Brothers with its 100-year legacy and ability to launch films in every corner of the globe, tied together with Warner Brothers TV, the biggest maker of television in the world, and HBO, two of the most prolific storytelling studios in the world. Together it creates an unparalleled, full-service entertainment ecosystem. To that end, we've recently signed a long-term deal with Matt Reeves, who co-wrote and directed The Batman and created the upcoming new series The Penguin for HBO Max. Todd Phillips will begin filming the highly anticipated Joker sequel next month. We signed an overall deal with Quinta Brunson, a trailblazer who brought us the hugely popular Emmy-winning TV series, Abbott Elementary. Our longtime partner, the prolific Chuck Lorre is producing his first series for HBO Max, the upcoming comedy How To Be A Bookie with Sebastian Maniscalco, just to name a few. We're very excited about our robust film slate for next year. We are back in business with a lineup of features that is truly supportive of a distinct theatrical window. The slate includes The Flash, Shazam, Doom 2, Aquaman, Wonka, a prequel to the classic film, The Color Purple, produced by Steven Spielberg, Oprah Winfrey and Quincy Jones, and Blue Beetle DC's first superhero movie starring a Latino character directed by Angel Manuel Soto, as well as exciting new series for HBO and HBO Max, including The Idol from the brilliant Sam Levinson, who created Euphoria and starring the lead from the successful series. The Last of Us based on the post-apocalyptic video game, along with new script and original series for TV such as Lazarus Project, set to air on TNT next year. Our unparalleled IP also allows us to grow our consumer products business and extend our characters into games, one of the fastest-growing media segments with titles such as the most anticipated Hogwarts Legacy game built around the amazing world of Harry Potter and launching in the first quarter next year, and leveraging incredible IP such as Mortal Kombat, which is celebrating its 30th anniversary this year, and still going strong. On the sports side, we just resigned Ernie Johnson, Charles Barkley and Kenny Smith on multiyear deals. We've also got a long-term deal in place with Shaq. We're thrilled to have the four of them continue to host TNT's flagship studio show Inside The NBA, which I believe is the best show in all sports. This further reflects our deep commitment to sports and providing fans with the programming they can't live without.

Our second strategic priority is maximizing the overall value of our content through an omni-channel distribution and monetization strategy. The fact is, we cover more surface area than any other media company and that optionality allows us to distribute our content in multiple ways. No matter where consumers go, or what their preferences are—premium, pay-TV, free-to-air, theatrical, streaming, gaming—we are there around the globe, and able to monetize our content and IP in ways that maximize audience and profitability. Optionality has never been more important. And we continue to refine what the right windowing and distribution model is, so that we can reach even more consumers and maximize profitability. As we said last quarter, we will be aggressively attacking the AVOD market with our own fast offering in 2023. As a company with the largest film and TV library in the industry, we have a unique opportunity to increase our addressable market and drive real value, and we plan to move quickly. Stay tuned. Finally, our third strategic priority is operating as one company, one plus one does equal more than two when it comes to working collaboratively and supporting individual efforts across our many businesses. In many respects, this is a significant departure from the previous norm. We've already had some real success with our cross-promotional initiatives, such as with Shark Week, Elvis, House of the Dragon, and Black Adam. The fact is, with our huge viewership share in the U.S., our broad portfolio of networks and global platforms around the world, we have an amazing ability to efficiently cross-promote across our lineup. Our one-team philosophy is a core tenet to the critical work we continue to do to transform the organization for the future. And nowhere is this more evident than with our ongoing commitment to driving synergy enterprise-wide. Success requires all hands on deck and we're seeing it. In fact, I'm pleased to share that we have increased our synergy target to at least $3.5 billion from $3 billion. Gunnar will take you through the details, but the key point is, this is more than just a tally of what we've saved on an expense line; it is more than just a number. We are fundamentally rethinking and reimagining how this organization is structured and we are empowering our business unit leadership to transform their organizations with Warner's mindset and a view on quality and accountability. You see this reflected in our numbers and some of the strategic decisions we are making. We're making real progress and we're driving toward the end game. Like everyone in our industry, we are managing through some cyclical headwinds and secular challenges, including lower than expected ad sales and faster pay-TV subscriber declines. Gunnar will say more, but I do want to make a couple of quick points. First, regarding our advertising sales, which have been impacted by a number of factors that include the macroeconomic downturn and the strength of the NFL and college football on other networks. The good news is, on Turner, we just had Major League Baseball's American League Division and Championship Series on TBS. Both saw substantial double-digit growth in viewership compared to last year. So a shortened Championship Series wasn't ideal. The NBA is off to a great start on TNT, delivering its most watched regular season coverage since 2017 with viewership up 29% season-to-date. And with March Madness in the spring, along with our first-ever coverage of the Stanley Cup finals, from now through the summer, we have a large share of professional sports, both here in the U.S. and internationally. On the advertising side, we had a great up-front where we outperformed the market. We spent the last four months reorganizing the ad sales team. We had a broad restructuring, including having sports and news be organized and sold with entertainment and nonfiction as one full-service offering. It was an awful lot of work and we're glad to have it behind us. The team is led by the superb Jon Steinlauf, who has a great track record of outperforming the market, and did so for us in the five years following the Scripps acquisition as he led our team at Discovery. The team is now in place, attacking the market with a full suite of tools, every way a brand wants to engage with consumers, whether through traditional commercials, product placement, or dynamic targeting; we will offer those touch points. With respect to direct-to-consumer, we added nearly 3 million net global direct-to-consumer subscribers this quarter. We expect a healthy inflection with the launch of our combined service and expanded global footprint. With that, we are excited to announce that we have moved up our U.S. launch date from summer of 2023 to spring. We've been very hard at work. We can't wait to make the service available to consumers around the globe and get the business running on all cylinders. While our team is hard at work preparing for the launch of our combined offering, we're also actively experimenting and testing our hypotheses about the future product, in large part to address some of the deficiencies of the existing platform. We're seeing some positive signals. A few quick examples: one is related to the product user experience. Previously, when a series concluded on HBO Max, there was no end card that would then recommend additional programs for the user to enjoy, an obvious way to drive greater consumer engagement. We've started rolling this out and are already seeing very promising engagement uplift. A second example around content, we've begun experimenting with bringing Discovery+ content onto HBO Max, starting with select Magnolia Network shows such as Fixer Upper: The Castle, which was a top-five show after only its first few days on the service. These early green shoots bolster our strategic thesis that the two content offerings work well together and when combined, should drive greater engagement, lower churn, and higher customer lifetime value. Lastly, on churn, we've implemented a number of initiatives to improve customer retention, and these have helped drive our voluntary churn rates to record lows in the last few weeks. We've still got a long way to go, but these early signs are certainly encouraging. As we said, we plan to roll out the new service here in the U.S., followed by Latin America in 2023, then in Europe and APAC thereafter. We see significant opportunity across the globe and we're excited to resume expanding our distribution in countries where we are currently not represented. As you would expect, we made the strategic decision to hold off on active expansion until our new offering is set to launch. Before I turn it over to Gunnar, I was recently asked if I thought the golden age of content was over and I said absolutely not. There's nothing more important than content. People are consuming more content than they ever have, but it has to be great content. It's no longer about how much; it's about how good. Ultimately, it is the consumer who tells us what is good. The consumer is telling us right now with House of the Dragon, Euphoria, Batman, Harry Potter, Friends, and Big Bang Theory. You take a look at the portfolio of tentpole assets across Warner Bros. Discovery. The breadth is large and the opportunity is real. No one has a better or more recognizable hand of content, IP, brands, franchises, and personalities than we do. That said, I believe the grand experiment, facing subscribers at any cost is over. Let's face it, the strategy to collapse all windows, starve linear and theatrical, and spend money with abandon, while making a fraction in return on the service of growing sub numbers has ultimately proven, in our view, to be deeply flawed. We believe there's a real opportunity to do things differently, to deliver the content consumers want and will pay for while getting the full value of our offering. As we said last quarter, our focus is on delivering $1 billion of EBITDA in streaming by 2025. We expect to make significant progress toward this goal next year. Profitability, not purely subscriber count, is our benchmark for success. While we've got lots more work to do, and some difficult decisions still ahead, we have total conviction in the opportunity before us. Warner Bros. Discovery has the best assets in the industry, reach that extends from premium, basic pay-TV and free-to-air to theatrical streaming, consumer products, and gaming, exceptionally talented people across this great company, and the right strategy and financial framework to set us up for long-term success. With that, I'll turn it over to Gunnar and he'll walk you through the financials for the quarter.

Thank you, David, and thank you, everyone for joining us this afternoon. I'd like to start out by building upon what David said earlier; we are very pleased with our overall synergy program and the broad canvas on which we're transforming this company. To that extent, I'm now confident to commit to a $3.5 billion synergy number as we have had an opportunity to further assess our operations in more detail and refine our workstream plans. That means we're now adding $500 million of incremental potential beyond the target of $3 billion. We are still working on detailing out the financial impact of the list of further initiatives beyond what has already been quantified. As always, I will keep you updated as these plans reach the level of detail and certainty we require for them to be included in our total synergy estimate. Regarding the actual execution of our transformation program, we expect to have realized approximately $750 million in synergies by the end of this year, and an incremental year-over-year $2 billion in 2023. From a high level, and as David said, the opportunity in hand goes well beyond just a synergy capture dollar value. This is a fundamental transformation across and throughout the organization. We're refocusing on how Warner Bros. Discovery is organized, how it's managed, how the teams are incentivized and evaluated, all of which results in an ability to pivot and evolve in this dynamic media ecosystem. We are starting to see the financial impact materialize. The 11% of SG&A reduction ex-FX in Q3 is an important early proof point. We're on track for around 20% SG&A reduction in Q4. We've seen great traction on a number of fronts early on. First, in global marketing efforts such as with television and theatrical releases: House of the Dragon, Elvis, and Black Adam most recently leveraging the broad footprint of our owned and operated media assets like never before helping to drive global awareness in a very cost-efficient and effective way. Second, in content workflows, where across Warner Bros. Discovery there are numerous teams facilitating the important processes of content customization, language administration of rights, participations and residuals, et cetera. Following substantive analysis, we've made the decision to centralize many of these critical functions and to harmonize the processes across the organization. In some cases, we'll collapse 10 to 12 versions of essentially the same process across the company into one best practice unlocking hundreds of millions of dollars in efficiency gains. Third, on the streaming side, the previous strategy was to build largely duplicative organizations between HBO Max and the traditional international business. We have now embraced the powerful combination of global capabilities from our streaming team in areas like product, engineering, data and analytics, and marketing, married with local expertise from our international team in areas like distribution, content creation, and ad sales. This has already led to a clearer strategic direction streamline processes, and decision-making, while at the same time reducing significant duplicative costs. Fourth, procurement is another great example of how professional management will impact our financial performance. For the first time, there is a full mandate across all of Warner Bros. Discovery to leverage the outstanding capabilities, experience, and expertise of our global procurement team and we are on track to deliver hundreds of millions of P&L impact. Finally, we've begun the process of streamlining virtually every corporate and supporting function with a lot more work through into next year and beyond. Our focus is on the hard work and the tough decisions in the spirit of repositioning this company operationally and strategically, so that in a more constructive market environment we're better positioned to capture upside revenue opportunities, which after having restructured our cost base should result in an amplified impact to our bottom line, and then an ultimate earnings power of the company significantly above current levels with real upside for long-term shareholder value. Turning quickly to the results for the quarter, given we're still in the first year following the closing of our acquisition, I will discuss all P&L elements on a pro forma combined ex-FX basis. Starting with the studio segment. Studios revenue decreased by 5% due to lower home entertainment revenues. Last year benefitted from COVID-driven demand and fewer new releases year-to-date resulted in less theatrical revenues and fewer titles hitting the Home Entertainment and Pay 1 window during the quarter. This was partially offset by a 34% increase in other revenue, thanks to the reopening of our studio tours. The revenue decline was more than offset by lower content expense for theatrical and TV, as well as lower marketing expenses from fewer theatrical releases, leading to studios adjusted EBITDA growth of 43%. Network revenues decreased 8%. Specifically, advertising revenues decreased 11% globally, primarily given the softening demand amid well noted global macro headwinds. We have been quite transparent about the risk in the environment since the summer. Obviously, this is something impacting all players across not only the advertising industry but the broader economy, which has more or less continues thus far into the fourth quarter. Worth noting are a few items impacting comparability with Q3 last year, namely the Olympics and the NBA Playoffs schedule, creating a few hundred basis points of additional headwind in the third quarter. Given the strong value proposition of our platforms and reach, along with tailwinds and digital advertising solutions from products such as dynamic ad insertion, and continued pricing opportunities, we feel very well positioned and stand ready for when the market environment improves. Distribution revenues declined 2% primarily due to pay-TV subscriber declines in the U.S. and lower affiliate rates in certain European markets, partially offset by higher affiliate rates in the U.S., and premium sports packages in LATAM. Content revenues declined 37% against the prior year comp from sub-licenses the Olympics broadcast rights in 2021. Networks' adjusted EBITDA decreased 2% as lower content expense primarily due to the Olympics last year, as well as lower personnel and marketing costs partially offset the revenue decline. Direct-to-consumer adjusted EBITDA losses were $634 million during the quarter, and we continue to expect that 2022 will be the peak year for adjusted EBITDA losses in the segment, with healthy improvement next year on the back of cost synergy initiatives, and positive inflection of revenue trends following the launch of the newly combined product. Turning to consolidated results and free cash flow. Both revenues and adjusted EBITDA decreased 8% during the quarter, and while still down our year-over-year EBITDA trend saw significant sequential improvement over Q2, and now expect further sequential improvements in Q4 and into 2023. Reported free cash flow was negative $192 million. Let me provide some more detail here. Cash flow from operations decreased nearly $700 million, primarily due to seasonality from the semiannual cash interest payment on a large portion of the acquisition debt, as well as merger and integration-related costs, which totaled nearly $400 million during the quarter, including payout of retention bonuses to legacy Warner Media employees put in place prior to the closing of the transaction. This brings the year-to-date total to approximately $650 million. Furthermore, we reduced the balance outstanding on the securitization facility by $500 million from $5.7 billion to $5.2 billion, which also negatively impacted Q3 free cash flow, managing the program in line with a seasonal cadence of collections and revenue. As previously mentioned, we repaid $2.5 billion of debt during Q3 bringing the total debt repaid since the closing of the transaction to $6 billion. We ended the quarter with $50.4 billion of gross debt and $2.5 billion of cash on hand. Turning to guidance. Now with two months left in the year, we see adjusted EBITDA for 2022 landing toward the middle of our guidance range of $9 billion to $9.5 billion or about $9.2 billion. This is notwithstanding the incremental drag from currency, and continued and greater than originally anticipated headwinds in the advertising markets across much of the globe. It also includes the additional amortization of HBO content we have implemented following the detailed assessment of our content assets. We continue to see reported free cash flow for the year at $3 billion and now we'll see net leverage at the end of the year at approximately five times. Building off of this projected baseline and looking to 2023, we continue to target and our teams are working towards $12 billion in adjusted EBITDA, and in a more normal advertising environment, we believe that target should be achievable. That said, the lack of visibility on advertising globally creates a more challenging path toward achieving our target given advertising is by far the greatest variable impacting our financial performance for 2023. I'd also like to offer a couple of other puts and takes to bridge from this year to 2023. First, synergy will be a healthy tailwind, and we expect $2 billion of incremental EBITDA impact year-over-year as I detailed earlier. Second, the first half of 2023 starts with an additional tailwind of a couple hundred million from the impact of our course correction measures implemented over the last several months. For example, CNN Plus. Third, FX trends and overall pay-TV trends are naturally outside of our control and difficult to project. We continue to expect our free cash flow conversion rate to be in the 33% to 50% range. In addition to the factors described above, free cash flow will depend on the timing and size of the cash restructuring costs to be realized in 2023, as well as on content and working capital dynamics. To close, I'd like to reiterate that the future and mid-to-long-term earnings power of this new combined company is as vibrant as ever, and we have decisively taken the necessary steps to enhance our operating structure and emerge as a leaner and stronger global media company, which will position us to take advantage of the eventual market recovery. We continue to focus on and invest in high-quality content and platforms with a flexible approach to monetization to drive growing and sustainable free cash flows, which we believe will ultimately maximize long-term shareholder value. And with that, I'd like to turn it back to the operator and David, JB, and I will take your questions.

Thank you. Maybe we need to start off with the synergy guidance for next year. When we look at the $12 billion EBITDA number and the free cash flow number, obviously, as you mentioned, it's subject to a lot of macro variables, as well as things like cord cutting. So I know these are low visibility items, but could you help us with some kind of sensitivity in terms of how your EBITDA or free cash flow could get impacted if the macro environment was to get worse or better, one way or the other? And then David, from your perspective, when you think about the organization right now looks like structurally it's mostly in place in terms of org structure, as well as the people in different seats. And so as you go into next year and beyond, strategically, as you roll out HBO in a bigger way, in the new form, in the U.S., as well as around the world, how big of a focus is pricing compared to where we are from an ARPU level right now and how do you expect that to evolve going forward?

Hey, hi Kannan. Let me let me start with your first question and I'll take a bit of a broader perspective here. Let's start by the environment that we're seeing today because I think that's an important baseline. And as you know, we have been pointing to risks from the macroeconomic environment around us for quite some time. So we're not surprised, but the reality is, as you can see in our numbers we came at minus 11 for ad sales, which is the lower end of our guidance and we see those trends continue into the fourth quarter. Let's assume the midpoint of our guidance range for 2022, call it $9.2 billion, there will be a couple hundred million of impact on the positive side in the first half of next year as the full effect gets realized off the decisions that we have made in the second half of this year. Then we have full visibility and full conviction of a $2 billion incremental synergy impact, right? So that takes you to the call it $11.5 billion range for next year. The key question is the environment that we operate in, and I don't want to make any predictions here; you can all form your own views, but we do have $10 billion in advertising revenues, which is a very material driver. Now that said, we are very bullish when it comes to the DTC segment for next year. Obviously, not only a great synergy opportunity, but also, as you've heard from David, the launch date for our combined product looks a little earlier now than we had anticipated when we spoke three months ago. I do think that there is a real inflection point that's available to us when it comes to DTC revenue on the back of that relaunch. We have a much more robust film slate on the studio side, et cetera. A number of drivers are impacting our performance for next year here. As I said, with a somewhat more normalized ad environment, $12 billion is what we're working towards; what the team is budgeting for. But it's certainly not in position to put that into the bank here today. I don't know if that's helpful.

On the pricing, JB, we've been doing a lot of work, peers around the world, we've been experimenting outside the U.S., maybe we're not going to talk specifically about our pricing, but you could talk specifically about how we're approaching it.

Yes, I'd say pricing is one of four things that makes us particularly optimistic about the products coming together, obviously content aggregation and pulling all the content pieces together. The second being the broader positioning that allows us to move from a product that may have a slightly more tailored approach to a fewer number of people in a household to a product that actually appeals to everybody in a household. The product improvements, David mentioned one in his remarks earlier, but there's a whole myriad of other product improvements that we need to execute on the platform that will greatly enhance engagement and retention. For pricing, we think it's one of the meaningful ones; two data points that I think are important. Number one is by 2023, HBO Max will not have raised prices since its launch. It will have been three years since pricing has moved, which we think is an opportunity, particularly in this environment. Number two, when we look internationally, our wholesale and retail ARPUs are meaningfully lower than the market leaders. For us, that spells opportunity and an ability as we think about the new product coming to market and even some initiatives before the new product comes to market for growth on ARPU internationally.

Thank you, guys.

Thanks so much. I guess a clarification on the advertising. How much of this is market? Is any of this ratings trends at the linear network and anything specific about market color that either Dave or Gunnar you would give us in terms of what's driving the softness and as we try to figure out whether it's going to sustain or get worse or get better? David, you talked about the content that you're manufacturing, it is interesting, and you're reading articles every now and then about the concern that you're going to pull back from investing in big content, you gave a pretty long list. Is there a better idea at this point of how content spending will evolve the next few years at this company? I mean, you've got probably more detailed plans around the relaunch of streaming, probably a better idea on linear and the film slates already cooking next year. So any help with understanding just how much content spend might grow the next few years would be helpful? Thank you.

Thanks, Doug. Look we're a content company; that's the business we're in. It's our advantage. The fact that we have these tentpoles, the strength of HBO right now by people domestically and around the world, where we do have HBO in the few markets, as being the highest quality, best curated service, as well as the production of content coming out of Warner Brothers—that's really our strength. We intentionally referenced the content coming up because we're leaning in, we're spending more money this year than we've ever spent historically. There's been a lot of view of what's going on and the remix of this company coming back—coming together is messy. It's challenging, but it's taken real courage to restructure this company. It hasn't been restructured and reimagined for the future in a decade and a half. Putting having this company work as one company, and looking at content across the platform, promoting it across the platform. As part of that, we have the luxury because of the span across each platform to take a look at how it's working. Casey Bloys was able to look at all the content on HBO, and when 37 series went away, he was able to look over the last year and a half, what are people watching? Where are people spending time? Where are they being nourished? We have the ability to look across our cable channels; what are we spending on shows and where are they working? Where are we getting a good return? All those write-offs that we took shows off these platforms—we didn't take one show off a platform that was going to help us in any way, it's going to help us to get it off the platform so that we could now invest in the knowledge of what is working and replace those shows with content that has a chance to be more successful and to have a larger audience? Where are we allocating the capital? How much should we be spending on HBO? How much more investment should we be making at Warner Bros. Television? In the end, we are fully committed to content; you'll see that. We're committed to sport, we're committed to news. We're focused now on how do we deploy that capital in a way to generate real value and get the content that's not working off.

We're in the process of developing one lens through which we look at it. It's one company, one view on returns, and I see a lot of opportunity there from the prospect of reallocating the capital. Doug, on the advertising market, the truth is delivery obviously, across the ecosystem is down. That said, we have been able to grow advertising in a meaningful way with precisely that level of delivery. My view is, this is first and foremost, a market issue. As I said, the sports schedule did have an impact and put us at a little bit of a disadvantage in the quarter. For the fourth quarter as well, there are some additional tailwinds in local, which obviously, as you know, we were less well positioned to participate in. The reality is that the scatter market has been pretty dry right now. It is what it is; we've known from experience these periods pass, but it's not a very constructive environment right now, as you've heard from a number of other players, peers and across the broader advertising market over the past three or four weeks.

Right, thank you.

Thank you. I guess, just to start, you have these cyclical and secular challenges as we all know, but you also have more tools and assets than most companies to combat, to meet this challenge. But just wondering how you can—if you can talk a little bit about how you'll use your scale, what are the levers you have? You mentioned fast coming next year, which should be upside, but how should we think about that? How are you thinking about potentially asset sales? Second question I guess is more for JB or can you please address some of the challenges and opportunities in launching the combined service, like how are you thinking about TAM? What are you thinking of the mix of AVOD versus SVOD? I mean, with Discovery Plus, we saw that the ARPU is higher on the airline product. Any color you can give us on how you're thinking about that?

Thanks Jessica. Just quickly on fast. We have HBO Max, and we launch that product in the spring as a premium product and as an ad-light product. We'll begin to roll that out globally. As JB said, we've begun to experiment with moving some of the Discovery+ content in there. We also have a platform that is really deficient right now. And so we're holding on, and we're growing. The fact that we were able to grow almost 3 million subs outside the U.S. without a lot of promotion and with a platform that's not that great, we really think is encouraging as we begin to look at rolling out more broadly. We also see fast as a real opportunity for us, which I think is unique for us. We have the largest TV and motion picture library. There's content that belongs on HBO Max, when that product launches, whatever it's called, as well as the AVOD service. We can see now what are people consuming on those platforms. A huge amount of content that's not even on that platform that's sitting with us that hasn't been put to monetize in the marketplace. Some of that we will sell, which we've talked about, and we've started to sell. Some of it we'll sell not exclusively, but we have the ability on the fast side to build a service without buying content. Most of the players in that space are out buying content and then looking to sell that content and create a wig effectively, where they get a return on that content based on what they spent on it. We can take content we already own; a lot of it where we have no participants, some of it where we have participants, but it's at a fraction and get ourselves into an AVOD service, which I think makes us full-service. Most of that has been fully amortized, or almost all of it has been fully amortized. It gives us effectively a full service, which you'll see as we come into the end of 2023, which is a premium service that we're driving globally, with no ads, an ad-light service, which will have a robust and attractive advertising opportunity, where even in a difficult market we're getting very good pricing. Finally, there's always a huge number of people that do not want to pay. We'll be able to have them spending time with us; we think with an economic model that's much advantageous versus our peers. We can learn, and we can move the content through that ecosystem.

That's actually, I think that's in terms of scale Jessica, that's one of the most exciting points. The way we're now able to look at content decision-making with people providing a perspective from the various business units, providing data, and the ability to make these decisions on a group level in the best interest of Warner Bros. Discovery as opposed to optimizing individual business units. The other more recent point I would like to highlight where we're really in the first inning is just the marketing power of this company. If you look at the Black Adam campaign that David mentioned in his opening remarks, this is as broad as comprehensive as we've ever seen it and we're just getting started. We're going to be able to gather all the data and drive all the insights from executing a campaign like that. We can already see what the impact of ticket sales has been, what's worked, what hasn't worked. We're able to tackle this in a way that I don't think anyone has done. We're just getting started. On the ad sales side again, it's early days. If you look at what Kathleen has been able to do after Scripps, and what was done at Discovery on the international side, I have no doubt that Kathleen and Louise and Chris and Gerhard are going to drive this network portfolio hard. It just makes so much sense; optimizing this combined comprehensive portfolio with one centralized approach is going to drive enormous delivery.

Remember there, on average, we might be 25% of viewership on any given night, but during the NBA, we could be up to 40% of viewership; live sports, live news, entertainment nonfiction. During March Madness, our numbers will be even higher. The ability to use live news, use particularly live sports, which others did with the NFL and college football during a difficult market—was such a big part and effective part of the overall viewership in America gives us a chance to get advertisers on digital news, sports entertainment. That opportunity should give us a huge advantage when the market comes back, and we expect it will; we just can't predict when.

Finally, on the distribution side, we did very well at Discovery with our traditional nonfiction package. Turner did very well with their news, sports, and entertainment. Together, we make up most of the high-quality and valuable piece of the basic cable bundle. We’re aligned with the distributors. They want the bundle to remain robust; we want it to remain robust. With all of the discussion of the decline of the traditional bundle, and we can see that it is in secular decline. The real optimistic point here is that almost all of the sports are on free-to-air and cable. The numbers for sports have gone up dramatically. March Madness was up 40%, the NBA is up 25%, 30%. It is the platform where people are watching sports, and that sports is going to be on cable for the next 10 years. There are certain trends you see; on the other hand, you see a very big uptick on sport, and long-term commitment to sport on the platform, which I think will provide a steadying force. I think when there were some discussions by operators about challenges ahead, one concern they have is the increase in sports rights.

May I just close on your ad-light and TAM question? We see if you exclude the inaccessible markets of China and Russia and India, just given the scale and different ARPU dynamics of that market, we think there's about, around 2 billion people around the world that are consumers of free ad-supported entertainment. We look at about 20% to 30% of that group being addressable on the subscription side. Ultimately, we do see the ad-light offering that now obviously, everyone is leaning towards as an incredibly important growth initiative for us. We were frankly a little surprised in the HBO Max ad-light offering that more people have not moved to that offering. I think it says two things, which are both positive for us. Number one is, we believe there's actually some pricing advantage for us on the ad-free service. Secondarily, we can drive particularly, we would bring the products together; a lot more adoption of that ad-light tier, as we saw with the legacy Discovery Plus product. Lastly, on the monetization of that tier, today we have about two to three minutes of ads in HBO Max ad-light, that's about half of what we have on Discovery Plus. We think we have, as we roll the two combined products, almost 100% growth in the inventory available to us as we look to combine the ad loads of those two products.

Right, thank you.

Hi guys. Thank you. I appreciate it. One clarification and this sounds silly, but there's been some debate: the definition of 'notwithstanding' I think is pretty clear. But just to be so you're guiding toward a headline number of about $9.2 billion in EBITDA this year. Is that fair? What's the impact from the accelerated HBO amortization in that? And then if I can ask a real question, maybe help us outline the changes in what market should be sort of DTC versus wholesale or partner markets as you look at going internationally both with new markets and then potentially with some of the ones that are already out there? Thank you very much.

So let me quickly clarify that question and then I'll pass it to JB. So what we're saying is $9.2 billion is best estimate, pretty much in the middle of that guidance range that we've given. Essentially, on a year-over-year basis, sequentially, another improvement after Q3, now Q4 better; as I've said, I expect much more improvement as we go into next year. This is net of the headwinds that we have digested to get to that number. Most importantly, FX has been a pretty significant headwind this year as you know. We're expecting that to be roughly $160 million for the full year. The amortization policy change for HBO content is in a similar ballpark, a little more for the full year, but it was roughly $150 million in the third quarter as we had some catch-up effects. So that's all baked into the $9.2 billion number.

On the international wholesale and partnerships angle, obviously the rollout we laid out in August assumed essentially a rollout of the new product over the next two years in the existing HBO Max markets, other than a handful of additional ones that we talked about launching in Europe in 2024. Next year, it's really focused on the U.S., LATAM, which are all existing HBO Max markets, and so there were no incremental launches in that number. As David mentioned earlier, we really were focusing on getting the product to market, getting launched and then reassessing as we get the product launched, were there any opportunities to do more and more markets in the years to come, but that's not something obviously we have any visibility of at this moment. Lastly, on the partnership side, we do view as we have in the legacy Discovery side, that there are a number of different partnership opportunities. In fact, in the last few months, as we've been out in the market, we've had a long list of partners eager to engage in conversations about how they can help us accelerate the rollout of the future product as we come to market across all the markets we're coming into. We're excited to work with existing partners and some new partners to figure out if there are ways to accelerate the rollout and potentially lessen our marketing costs and stack through those kinds of partnerships that we've done historically.

Thank you.

Thank you. Maybe first to kind of pick up on Doug's question on content and ask it a slightly different way. David, between the content write-down and a lot of the changes to personnel you've made, I'm just wondering how you could characterize the content strategy now. It seems like it was a little bit broken under Warner Media before. When you think about what content is going to look like in the future, I was just wondering if you could kind of say how it's going to be different under Warner Bros. Discovery than what it is under Warner Media? Then Gunnar, maybe just a follow-up on the free cash flow impact from the synergy. When we talk about the incremental synergy guidance, I know that next year, there's probably a cash headwind from cost to achieve. So in 2023 specifically, is the increased synergy guidance going to be helpful to free cash flow? Is it going to be neutral to free cash flow? Could it be a drag on free cash flow? I would just love to understand how we think about the free cash flow dynamic for 2023? Thank you.

A couple of things. One, we're going to have a real focus on franchises. We haven't had a Superman movie in 13 years. We haven't done a Harry Potter movie in 15 years. DC movies and Harry Potter movies have provided a lot of the profits of Warner Bros. Motion Pictures over the last 25 years. Our focus is on the franchise. One of the big advantages that we have: House of the Dragon is an example of that. Game of Thrones, taking advantage of Sex in the City, Lord of the Rings; we still have the right to do Lord of the Rings movies. What are the movies that have brands that are understood and loved everywhere in the world? Outside of the U.S., most in the aggregate Europe, Latin America, Asia, it's about 40% of the theaters that we have here in the U.S. and there's local content. When you have a franchise movie, you can often make two to three times the amount of money you make in the U.S. because you get a slot and a focus on the big movies that are loved that people are going to leave home, leave early from dinner to go see. We have a lot of them; Batman, Superman, Aquaman. If we can do something with JK on Harry Potter going forward, Lord of the Rings, what are we doing with Game of Thrones? We're focused on franchises. Two, we've also learned what doesn't work. This is what doesn't work for us based on everything that we've seen and we've looked at it hard. One is direct-to-streaming movies. Spending a billion dollars or collapsing a motion picture window into a streaming service has done almost nothing for HBO Max in terms of viewership, retention, or love of the service. The other is the entire library, or almost the entire library shouldn't be on HBO Max and paid for by HBO Max. There's a lot of—we have an extraordinary library, Friends, Big Bang Theory, Two and a Half Men. There's 15 or 20 series that are loved and used and are nourishing the audience on a regular basis. But there's a huge number of series and movies that aren't being used at all. The ability to see over the last year and a half what's happened to that entire library of motion pictures and movies or—and to see that if none of it's being used, why aren’t we putting it on an AVOD where it will be used? We've looked at what people are watching on Pluto and on Tubi; it's very different. They are loving Rawhide and Bonanza. They are not watching that. They are not watching old series like Dynasty on Max. There is a platform where people have expectations of what they want to watch. We've been able to get a real vision into what people are consuming, and this gives us a roadmap. So what library is really advantageous to us, and a lot of that stuff, we might keep on there, but we don't need it to be exclusive. It could also be on AVOD. We could sell it to someone else because no one is subscribing or staying on to one of our services because it's there. We’re really trying to understand what’s worked on the platform, what hasn’t, and based on that, we'll determine how to operate going forward.

Obviously, one of the big drivers for free cash flow as well is the relationship between content, cash investments and amortization. But just to go through a couple of the puts and takes, as you read in our release, the $650 million year-to-date charges related to the merger, some of that cost to achieve; there's going to be a little more in the fourth quarter. Against that baseline next year, this is going to be a little higher, but it's not very significantly higher. We are going to see a little bit of a closing up of the gap between content AVOD and content cash as amortization steps up. I do believe there is significant flow-through from the synergies again $2 billion year-over-year. Assuming the tax rate against that, we can flow the rest through. Two more points to point out: one is if you think about Warner Media as a very siloed business unit-driven setup pre-combination with Discovery, I believe there's enormous potential on the CapEx and working capital side; those are all things we can manage much differently, that's going to take a little longer, but we're going to start chipping away at it. Lastly, one of the drags on free cash flow in the third quarter was the fact that we paid about $700 million of interest for merger-related debt for a bond that's on a semiannual cycle. You'll get another half a year impact of that for 2023 as well. That's a belief I reiterated at about 30% to 50% flow-through guidance for the backlog.

One last point on content: the audience will tell you what they love—they'll spend time with it, they'll watch it and rewatch it. You can see it on cable and free-to-air in terms of the ratings and you could see it on—we could see it on Max in seeing exactly what people spend time with. We look at it, we look at it hard. If we have a scripted show that's $7.5 million dollars and it's getting a 0.43, then that tells us that some has been written that we're not committed to scripted on TNT. We're very committed to scripted, but measuring what people are watching and what they're not; if a repeat of Two and a Half Men or Big Bang does three times the ratings of a brand new show that was spending another season that we greenlit of a show that's costing us seven and a half million dollars. We're going to cancel that show. We will try to get another scripted series that has a chance to really deliver and delight and engage an audience. We're being deliberate about measuring how are the shows doing. Let me be very clear; we did not get rid of any show that is helping us, and we got rid of those shows that we can focus on producing the new content that will and using everything we learned on each platform to make new choices. It's a business of failure, but we'd rather take that money and spend it again and have a chance of having a show that will engage and delight on either our traditional platforms or our subscription platforms.

Actually, before we can move on, I did want to mention one thing because you were quoted a lot. You got a lot of mileage out of your statement earlier this week, I think or in the last week, that one is Discovery has the greatest assets, the highest leverage in the industry or something like that, so I just want to comment on that. While we're on the topic of free capital, I really view our capital structure as a huge asset. We put the structure in place with a purpose. It's cheap, largely fixed, and long-dated debt. From that perspective, I feel very, very good about it. Very limited maturities coming up over the next couple of years. We run scenarios, and there's even in the most dire scenarios, no requirement for us to come back to the debt markets to refinance anything. It really is a bit of an asset.

I'll try to stay out of the news.

One last question operator, please?

I love batting cleanup. First of all, thanks for taking the questions. David, you've been pretty clear about how many mistakes the TNT management team made and sort of put you in the situation you're now in. I guess, is abandoning Amazon Channels one of those mistakes that you see and is revisiting that decision and the subs and cash flow tied to it tied to the relaunch of HBO Max sometime next year? Second, I was just sort of thinking about your comments at the very beginning about sort of the difficult decisions you have to make ahead. I'm curious, is NBA rights one of those just given sort of the challenges? Like, do you need NBA rights, given the kind of where the TV world is headed right now? Just how I'm sort of just interested in like what you meant by difficult decisions or what you're thinking about in those difficult decisions would be great? Thanks.

Thanks, Rich. We've had a hard time restructuring this company and making a lot of changes in terms of people and how we approach the business. We've really seized the moment, and I think it’s—I'm proud of the leadership team. It's taken real courage to sit down and say we have a chance to start over here. What is the business? What how do we want to structure this business? What content should we have? With the ability to look at what's working and what's not working. What do we need to be a successful business for the future as if it was a family business? We took our wallet out, put it on the table and said, what do we want to spend on to have a best chance of succeeding? Casey did it. Channing did it. Mike and Pam did it. Chris has done it. Now we have a vision for what we believe is going to make this company strong and the most effective media company to take advantage of our diverse assets. We're not going to be right about everything, but in four or five months, as we make the turn into next year, we're about in the seventh or eighth inning here of getting this through that we'll find over the next year that a lot of what we thought maybe was a little bit wrong, but we have conviction, we have a clear vision for the future and where we’re going, what we want to do, and we have the courage over the last seven months. As you see this through, people are looking at it like look who's leaving here; they got rid of this show, they're not doing this. It's almost like a mural on the side of a building—it looks like a lot of stuff falling down—it’s messy and it's challenging and it's difficult seeing people leave. We're seeing this through and we're going to come through this a much stronger company, leaner with real fight and a real sense of what's the quality that we have that's going to help us to win. Three to four months from now, I think you're going to get a very clear picture of exactly what this company is. We'll be launching our new products, and with the diversity of content we have, I think we're going to be very formidable. The free cash flow we’re generating, EBITDA, and the diversity of assets is what many thought when we started with this company that we weren't just a streaming company. Everyone wanted to be just the streaming company—has never made sense.

Thank you for such a detailed answer. That was super helpful.