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WARNER BROS. DISCOVERY, INC.

(WBD)
  Report
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Warner Bros Discovery : Trending Schedule and Non-GAAP Reconciliations (Excel)

08/05/2022 | 04:31am EDT
Cover
Disclosure
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 Income Statement
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
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 WBD Results
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 Results
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 Results
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 Results
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 Inter-segment Elimina
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 & Debt
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
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

Disclaimer

Warner Bros Discovery Inc. published this content on 04 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2022 08:30:07 UTC.


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Financials (USD)
Sales 2022 45 294 M - -
Net income 2022 -3 471 M - -
Net Debt 2022 47 573 M - -
P/E ratio 2022 -8,91x
Yield 2022 -
Capitalization 29 665 M 29 665 M -
EV / Sales 2022 1,71x
EV / Sales 2023 1,52x
Nbr of Employees 11 000
Free-Float 78,4%
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Mean consensus OUTPERFORM
Number of Analysts 24
Last Close Price 12,22 $
Average target price 24,89 $
Spread / Average Target 104%
EPS Revisions
Managers and Directors
David M. Zaslav President & Chief Executive Officer
Gunnar Wiedenfels Chief Financial Officer
Samuel A. di Piazza Chairman
Robert R. Bennett Independent Director
Li Haslett Chen Independent Director
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