Ladies and gentlemen, thank you for standing by, and welcome to the Discovery, Inc. Fourth Quarter 2021 Earnings Conference Call. At this time, all lines are in a listen-only mode. After the conclusion of the speakers’ presentation, there will be a question-and-answer session. Also, please be advised that today’s conference is being recorded.

I would now like to hand the conference over to Mr. Andrew Slabin, Executive Vice President, Global Investor Strategy. Sir, you may begin..

Good morning and welcome to Discovery’s Q4 earnings call. With me today is David Zaslav, our President and CEO; Gunnar Wiedenfels, our CFO; and JB Perrette, President and CEO of Discovery Streaming & International.

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, as well as statements concerning the expected timing, completion and effects of the previously announced transaction between the company and AT&T relating to the WarnerMedia business.

These statements are made based on management’s current knowledge and assumptions about future events and about 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, that we expect to file post this call and our subsequent filings made with the US Securities and Exchange Commission. And with that, I’m please to turn the call over to David..

Good morning, everyone, and thank you all for joining us today during this incredibly exciting time for our company.

Our fourth quarter capped-off a strong 2021 as we near the finish line of our transaction with AT&T to create the world's most dynamic media entertainment company, Warner Brothers Discovery of unclosed Warner Brothers Discovery will stand on incredibly solid footing creatively and financially.

This is a real company and we expect to deliver meaningful free cash flow over the near and long-term.

At Discovery standalone, we ended the year with $4 billion of cash and generated substantial free cash flow this year, over $2.4 billion even after absorbing over $1 billion of losses from our Next Generation investments, and our free cash flow will grow meaningfully from here.

As a company when we come together, we will stand on firm footing and look to benefit from both a very balanced business model, and from the cost synergy tailwinds we expect to result from our merger.

Supporting our expected reduction in gross leverage to three times or below within two years, starting from 4.5 times or lower net debt to EBITDA when we stand up the new company. Our vision for Warner Brothers Discovery is simple. We believe the company's with the most appealing and most complete menu of IP and content, and to achieve success.

And I believe Warner Brothers Discovery has the most attractive content in the business.

From Batman, Superman, Wonder Woman, Harry Potter, Game of Thrones Euphoria, 90 Day Fiance, Hanna-Barbera, Looney Tunes, the Food Network, HGTV, Discovery, HBO and great personalities like Martha, Chip and Joanna Gaines, Guy Fieri, the Property Brothers and Oprah, plus CNN, the premier global news network with real resources and news gathering services all over the world.

Sport with the Eurosport the Olympics, NBA, NCAA March Madness, Major League Baseball, and the National Hockey League, making us a global leader in sports alongside a wealth of local content all over the world, content that we've produced and garnered for the last 20 plus years.

Taking together, we will have a broad menu of content to super serve every demo and every family member. Who will never want to leave? We bring all of our global content together. We will have what are the most compelling offerings in the marketplace and at a great value to customers.

This was the premise and the vision that John and I shared when we put this deal together nearly a year ago. Initially, we plan to see how all these existing and complementary content pieces fit together. How well our package of content nourishes and enriches consumers. and what it does to churn and growth.

From there we can evaluate areas where we need to spend to fill in for our offering Together we already spend aggressively across all demos and genres and will have an even greater ability to do so as a merged company.

And now we have the resources, we plan on being careful and judicious our goal is to compete with the leading streaming services, not to win the spending war. For the breaking new franchises or reimagining and refreshing existing ones. We will have a truly scaled and diverse content engine.

With IP ownership across a highly monetizable collection of IP. Perhaps most importantly, we are not solely dependent on one business model. As we reach across multiple platforms and touchpoints, every leg of the stool from linear to direct to consumer to content production and monetization.

As one of the leading content arms dealers in the industry, Warner Brothers television is formidable. And as a company we will also be uniquely positioned to better serve advertisers and distributors globally. Said another way, we can monetize across any number of different cash registers.

Consider that Warner Brothers television has over 100 active series being sold to over 20 platforms and outlets. It’s a content maker and content owner generating significant revenue, free cash flow and most importantly, optionality.

There’s not a lot of content makers out there certainly not of the scale and of quality that Warner Brothers television is in the marketplace today. Particularly at a time when the demand for quality television production has never been stronger.

An Important distinction when considering the asset mix of this company, a very real very balanced and very complete company. We have a lot of muscle memory from the Scripps merger, which enabled us to thoroughly re-examine how we conduct our business.

And we took that opportunity to better align our management operations and processes during a time of pronounced industry disruption and change. I believe that the same dynamic exists with the opportunity ahead for Warner Brothers discovery.

Turning briefly to the quarter, I'd like to call out a few highlights while Gunnar will take you through in more detail the puts and the takes. First, on the advertising side, underlying demand across our networks and channels has been resilient.

Overall 2021 global advertising revenue increased 10% over 2020 with growth from both domestic and the international segments. In fact, international segment advertising revenue increased 23% in 2021, excluding the Summer Olympic Games, finishing the year on a strong note with growth across all regions.

Here in the US, I'm pleased with our solid end to the year, despite a marketplace that has endured some headwinds across COVID and supply chain issues helped in part by our outperformance against an industry-wide strong 2021, 2022 upfront.

At the same time, we've been very pleased with the results of our recently renegotiating distribution deals in the US. The team has done an excellent job continuing to demonstrate to affiliates that our portfolio is a great value. And they've clearly seen that reflected in our numbers this year.

Within direct-to-consumer, discovery+ plus continues to perform very well. We end the year with 22 million total subscribers passing peak investment loss levels supported by consistent and continued strong KPIs, advertiser interest, and overall monetization efforts.

As previously discussed, we've thoughtfully and tactically managed our rollout and will continue to do so while sharpening our focus and gaining perspective for the next leg of our direct-to-consumer journey with WarnerMedia and HBO.

Worth noting, we achieved a significant milestone this past quarter, having replatformed our discovery+ tech stack across Europe, bringing it onto a single platform consistent with the US. We achieved this important migration quite seamlessly, enabling a more feature rich and personalized consumer experience.

These efforts should ultimately drive better consumer engagement, higher retention, and ultimately lower churn, further supporting the trend we've enjoyed over the last few quarters. This replatforming also enables the rolling out of an add light tier to discovery + and select international regions.

Something as you know, that was not contemplated when we launched at the end of 2020, in which we expect will figure meaningfully in our eventual merged offering. The opportunity here is large, and we look to best practices from the US. We expect to launch the UK in March with additional countries in Europe having been identified to follow thereafter.

As part of our global content strategy. We do believe premium entertainment, news and sports offers an attractive service in many markets.

And we are excited about the innovative deal with BT in the UK, where as we announced a few weeks ago we are in final exclusive negotiations to create a rich, extensive portfolio of sports content in that very important UK market.

We will combine our Eurosport UK portfolio with BT Sport, bringing together key matches from the Premier League and all of the UEFA Champions League, premiership rugby, Olympic Games, Cycling Grand Tours and Grand Slam tennis.

This will create a more compelling and simplified sport offering in the UK and Ireland while also advancing our broader strategy of bringing sport and entertainment to more consumers with discovery+. Then with Sports for a moment, and fresh off the winner game from Beijing.

Despite the many challenges and obstacles, we were very pleased with the event marked by healthy growth and subscriber additions, streaming minutes in total viewers across our combined portfolio.

Though perhaps most importantly and building upon the momentum from the Summer Games in Japan, we enforced the value of delivering a much richer product experience that combines entertainment and sports in Europe with strong appeal to the whole household.

This enabled us to bring new and different viewers to the Olympics, as well as to introduce more sports viewers to our entertainment content, which greatly improves retention and lifetime value. And lastly, one closing thought before I turn it over to Gunnar.

Turning on how soon we can complete the closing of our merger this earnings could be our last as a standalone Discovery.

For me personally, it has been the honor of a lifetime to run this very special company over the last 15 years, alongside such an extraordinary group of leaders, employees and board members, folks that I've gotten to work with and learn from by John Malone, the New House and Myron family, and the guy that started this all Adams Garage with a crazy idea that Discovery could change the world, my great friend, John Hendricks.

Having accomplished so much and to have had such a blast along the way, I often remark this job is such a blessing of a lifetime and we're all so lucky to be in this business and to get to do what we do. And I could not be prouder of what we've achieved together, but recognize that our most exciting days and biggest tests are ahead of us.

And we absolutely can't wait to share the next leg of this journey with all of you close. To close, I truly want to thank those of you that have joined us quarter-in and quarter-out during this first very formative chapter of Discovery's corporate journey. We believe the next chapter will be even more rewarding and fulfilling.

With that, I'd like to turn it over to Gunnar..

Thank you, David. I'd like to start by echoing David's comments, this was indeed an exceptional year for Discovery, and one in which I believe we made significant strides across our financial, operational and strategic priorities.

Speaking to our financial accomplishments, I am proud of our continued focus on transformation and deficiency during continued disruption in our industry. Notwithstanding over $1 billion of losses from our investment initiatives in 2021, we finished the year with over $2.4 billion of free cash flow, the 64% conversion of AOIBDA.

The true testament to both the resiliency of our core networks, as well as overall balance of our global portfolio of assets. Moreover, we ended the year with $4 billion of cash on our balance sheet and net leverage of 3.0 times both of which have continued to improve thus far in 2022.

And based on our current momentum, I remain very confident with our projected net leverage at closing of 4.5 times or better and reiterate that our long-term target leverage range for Warner Brothers Discovery remains 2.5 to three times, which we intend to achieve within 24 months from pros and possibly sooner.

Now turning to the quarter, let me briefly provide some color on Q4 results for which from a high level underlying trends are more or less consistent with those of the last few quarters.

In the US, Q4 advertising was up 5% year-over-here, largely driven by strong pricing in linear and further supported by continued traction in the AdLite tier of discovery+.

As I mentioned on our last call and not surprisingly, we have seen hints of softness in the scatter market due to supply chain disruptions and some categories softness around COVID. Visibility remain limited as supply chain issues persist and we currently see low to mid-single digit growth in Q1.

US distribution revenue increased 17% helped by discovery plus at higher linear affiliate rate more than offsetting declines and linear pay-TV subscriber numbers of around 4% for our fully distributed portfolio. Turning to International which I will discuss on a constant currency basis.

Starting with advertising momentum is quite a bit stronger than here in the US, increasing a healthy 12% in the fourth quarter benefiting from robust performance in all regions. We continue to enjoy pricing upside resulting from healthy demand across EMEA, particularly in the UK, Poland and the Netherlands.

While Latin America continues to recover nicely, also helped by share gains in key markets like Mexico and overall healthy demand.

We are at the very early stages of rolling out an international AdLite tier for discovery+ first in the UK and Ireland in March with additional markets EMEA to follow enabled by the International replatforming which David previously alluded to.

We are enthusiastic about the incremental consumer focused feature enhancements which we expect will drive better engagement, resulting in continued churn reduction and monetization upside.

Distribution revenue increased 5% during Q4 as ongoing affiliate fee pressures in certain EMEA markets have been more than offset by the growth and discovery+ subscribers with strength in key markets like the UK, the Nordics, Poland and Brazil.

On the expense side total Q4 operating expenses increased 9% Also revenues decreased 4% helped in part by a more normalized sports schedule in Europe, partially offset by continued investment in content for discovery+. SG&A increased 29% due to overall marketing spend to this to support discovery plus subscriber growth and new market launches.

Lastly, operating expenses in our core linear business decreased in the low single digit range for the year in line with our guidance. To that end I'm very proud of the efforts across the company to support continued efficiency and overall cost management.

AOIBDA for the quarter was up 15% to over $1.1 billion and was down only 8% for the year to $3.8 billion, which taken in the context of an increment of $600 million investment NextGen initiatives and a roughly $200 million loss for the Olympics. I am extremely proud of our results.

I do want to take a minute to call out both the criticality and the resiliency of our core linear network business.

We continue to invest and support these important brands and franchises while at the same time look to drive operational efficiency across the globe as we maximize their contribution to free cash flow and to fund our continued investments in direct to consumer. Now turning to some housekeeping items.

And a couple of items to consider for the quarter as you update your models. First, US other revenue was up $74 million during the quarter due to a non-recurring non-cash item which flowed 100% to AOIBDA and which was a positive $0.08 per share impact.

Second we recognize a $0.13 per share non-cash loss from the $15 billion of notional interest rate hedges that we implemented in the third quarter to mitigate interest rate risk for future debt issuances to finance, the cash portion of the WarnerMedia transaction.

As I mentioned on the last earnings call, we are required to report the changes in fair market value on our income statement, as the derivatives do not qualify as hedges for accounting purposes, which could result in some additional variability to our net income until the WarnerMedia transaction closes.

Third, Group Nine signed an agreement to merge with Vox in December 2021. As a result of the transaction, which closed earlier this week, and the estimated value of our ownership in the new company we recognize a $0.10 per share non-cash impairment charge. Finally, the impact of PPA amortization during the fourth quarter was $0.51 per share.

This is higher than in prior quarters as we reassess the useful life and amortization method for all the purchase customer relationship intangible. While the useful lives of these intangible assets did not change, we decided to take a more conservative position and accelerate amortization to better align with expected cash flow.

As a result of this, our Q4 D&A expense increased by nearly $200 million. Adjusted for all of the above, EPS would have been $0.73 per diluted share. Our full year effective book tax rate was 16%. Our cash tax rate was 25% for the year excluding PPA, amortization.

For 2022, we expect our tax rate to be in the mid-20% range while our cash tax rate is expected to be in the low to mid 20% range excluding PPA for discovery standalone.

And based on our plan rates, we expect FX to have a roughly $90 million to $100 million negative year-over-year impact of revenues and a negative $5 million to $10 million impact on AOIBDA in 2022, inclusive of the existing hedges. A quick update on where we currently stand in the transaction process.

We have already satisfied most of the conditions to close, unconditional clearance from the European Commission, the expiration of the HSR waiting period, clearance from all other key international markets and a favorable private letter ruling from the IRS for AT&T.

We also filed our final merger proxy earlier this month and have scheduled our stockholder meeting for March 11. Following the vote and assuming the deal is approved by our shareholders, this puts us on a clear track close in early Q2. That will be a wonderful achievement that reflects our best case estimates from a year-ago.

I am encouraged by the continuing operating and financial momentum at Discovery, during what has undoubtedly been a hectic year.

And we could not be more excited to get going on integrating the two companies as well as delivering the promises we have made to you including $3 billion plus of cost synergies and driving significant free cash flow to deleverage the company down to our target leverage range within 24 months.

Having recently conducted some high level meetings across our respective companies, I think it's fair to say that both the Discovery and Warner teams are eager to begin collaborating in earnest to build one of the most dynamic media entertainment companies in the world.

Now with that I'd like to turn the call over to the operator and David, JB and I will be happy to take your questions..

[Operator Instructions] The first question comes from the line of Robert Fishman with MoffettNathanson. Your line is open. You may now ask your question..

Given the new geopolitical risks from Russia, can you just remind us what percent of Discovery's revenue come from Europe and Asia, or what it would be on a pro forma basis for Warner Bros Discovery? And whether you've seen any early pullback on advertising in the region, obviously understanding that the Olympics just wrapped up there, then have a separate one for goner on the AMORT policy?.

Okay. Go ahead, Gunnar or JB..

I could take it, Michael. It's an immaterial proportion of our financials it's about a percent of profits that were generating in the effective region here..

JB, if you could just comment more broadly..

I would say in the Ukrainian market itself, obviously, it's absolutely the minimus is the short answer. In Russia specifically, as you may have remembered a couple of years ago when the regulatory regime changed in the country and we are obligated to restructure our agreements to actually be represented by a local player.

We did that and to become in compliance with the local regulations. So we already have a deal structure in place that is partnered with a local Russian entity.

And so, for the time being, based on obviously, this is a very dynamic situation based on everything that we've been able to study up until literally real time this morning, we don't see any impact, but we're going to continue to track it and see.

And as Gunner said, even if you include the Russian market, it's still a very immaterial in respect to the total Discovery Company. As it relates to the larger European footprint.

Obviously, for markets that are important to us, like Poland, like some of the Eastern European markets, which are the most likely to be affected again, for the time being, we haven't seen any impact. We're pacing very nicely for the first quarter, but that is a situation that is going to continue to evolve and we'll continue to track it..

Okay. And then for Gunner, just following up on the change in amortization policy.

Can you discuss if you're also reexamining the changing viewing behavior, habits and how that might impact any of your content amortization included in EBITDA?.

No, Michael. It was a review of our accounting methodology here. Remember, this is purchase price allocation that we took on with the acquisition of Scripps. And obviously we review these on a regular basis. Obviously also spend a lot of time thinking about purchase price allocation for the upcoming WarnerMedia deal. And as such, this is non cash.

It's what we paid for Scripps. And I just generally like to take as conservative as possible a position here and there is no benefit from having these intangibles on the balance sheet. So what's going to happen is, you saw a $200 million impact in the fourth quarter. But again, we're not changing the amortization period.

We're just front loading the rate of amortization. So this is going to just increase the amortization of these positions for the next two or three years and then decrease the amortization in the outer years..

Just one point coming off of Gunner’s point about Scripps. I just wanted to mention that if you look at our company today and how we came together with Warner, none of that would have been possible, in my view, without the business that Ken Lowe built.

And when I say Ken Lowe built, I mean as a real entrepreneur came up with the idea for those channels at a time when broadcasters were dominant and everyone bought a home channel didn't make a lot of sense, but home and food and the personalities and understanding brand and building a great culture and a fantastic business and when we came together that really gave us tremendous strength and diversity in nonfiction.

It also gave us more confidence to go-to-market with D+ and a much broader menu and bouquet and that transaction and the opportunity to work with Ken over these many years for all of us, has just enriched the company and positioned us to be able to do the Warner deal and positions us I think to be more successful because that content has worked really well around the world..

Thanks, Robert, next question..

Great. Thank you..

Actually hold on, Mike. I should have - I didn't properly answer you Robert. I didn't properly answer your question, because you were also focused on content amortization. That's something we also obviously confirm on a quarterly basis and there was no changes to these policies last year.

So again, you've got the linear world the potential further exploitation of content in the digital world. Those are sort of balancing each other out right now. So we haven't made any changes there and didn't see any need for that..

And your next question comes from the line of Doug Mitchelson with Credit Suisse. Your line is now open..

Thanks so much. David and Gunnar, would you just talked about your confidence level in the $14 billion EBITDA and $8 billion free cash flow guidance for 2023. And if that confidence is evolved at all and why. And then, I guess the follow-up to that is should we look at that level of guidance, $14 billion and $8 billion as suggesting.

You don't see a need to ramp content spending rapidly, which a lot of folks are worried about. That looks like a guidance that would suggest you're just going to continue along the path that HBO already had planned for their content spending ramp. So any correlation between that guidance and your intentions regarding content spending would be helpful.

Thank you..

number one, we have in our numbers baked in a very significant increase in content spending and we have put zero synergy against that. Number two is we are currently spending at a peak level or at least the highest level that we have seen in the history of this company.

We spent more than $4 billion for content in 2021 at Discovery alone and obviously also on the media side they've seen increases in spend. So we are definitely spending enough from my perspective. The key question is going to be how much is going to be enough going forward. We have plenty of room in our business case.

And I will also say, as David said in his opening remarks here, this - for us, it's not about winning to spending more. Money doesn't score goals as the European soccer analogy would be. We will have a greatly complimentary portfolio of content, focus areas between Discovery+ and HBO Max.

As a matter of fact, we're going to be covering all four quadrants like no one else and that could actually drive to content efficiency that we haven't been able to get as two standalone companies at discovery+, we have invested in content in areas that's slightly outside of our lane in order - the appeal and certainly everybody has noticed the efforts on the HBO Max side to get more female et cetera, with investments that might not be sort of - perfectly in the Wheelhouse so I actually have hoped that we might be getting away with a little less a content but we've certainly have taken a conservative approach and put in a very significant room for increases.

I don't know David or JB…..

Look I think we start with the premise.

That - the idea for this transaction was we have a library as big as Netflix with content that people love in the US, local content around the world, in the entertainment and nonfiction space and in sport, and that when we bring that together with the with HBO and the TV - the best TV library in the world, in my view and motion picture library, the first question is, how well does that do? We have a very low churn product in the US.

Our churn is getting better in Europe as we've made it broader.

And when we put these two together, I think it's the broadest, most compelling offering of content available and it appeals to from people very - form the kids that are very young to with Looney Tunes and Hanna-Barbera and Harry Potter to the DC content to - the content that that that older people and every generation loves.

And we see that there's also a different viewing pattern between what's going on in HBO Max and with discovery+, a lot of our content is viewed throughout the day. So the first question is, how do we do when we come together? What happens to churn, what happens to growth? As I said, we are a real company.

What I mean by that is, we're going to be generating $8 billion or more in free cash flow. So we have plenty of money to spend that already assumes that we're going to spend more money on content. But we're not going to just spend just to figure to have more content on the platform.

The key to these platforms, which is true of free to air channels and cable channels is you spend enough that you could nourish an audience that they want to spend time with you and that they feel that you're - that you're the place that they want to be and you're important, low churn, high usage, usage by many people in the family.

And we're going to be very careful about looking at how we do, and there's a good - we believe there’s chance that we're going to do quite well. And we also have very low cost content, and that we're not going to have to increase investment significantly that our bouquet will be differentiated and compelling.

But we do have the resources if we see, that spending more will get us more growth and lower churn and good economics on ARPU. But we'll be very careful because we're we have a real company that's generating real value. .

Next question comes from the line of Philip Cusick with JPMorgan. Your line is open. .

Thank you. I wonder if you can talk about - just remind us how you think these days David of cost savings and synergies on Warner. Compare the difficulty and size of the opportunity versus those in the scripts deal anything changing there as you've gotten more into it. Thanks. .

Warner - why don't you - we've been side by side on this for the last several months. And the good news is that we've been digging in with Anne with the team and when we've been able to kind of confirm a lot of what we thought, but why don't you as the general here, just take Philip through..

You know the - the short answer here is we're fully aware of the fact that this is much larger, and it's going to be much more complicated and complex than what we dealt with when we have brought Scripps and Discovery together.

That said, in all the work that we have done again, as I said in my earlier response here, if anything, you have gotten more excited about the opportunity. We've had first very high level meetings with WarnerMedia side as well, that are going very well. And remember, we have a couple of unique points here at the constellation.

One is that a lot of the cost saving is actually going to come out of cost avoidance. Right now we're running two completely separate, direct-to-consumer technology stacks of marketing operations. We're spending roughly $6 billion for technology and marketing between HBO Max and discovery +.

Clearly, once we have successfully migrated those technology stacks in Q1, there is going to be tremendous opportunity to reduce costs.

And the second point here is that for both plans we had anticipated very significant investment increases, which one of those ramps is going to go away as well, that could easily make up for half of the total cost synergy potential here. And then we have the linear portfolios, which I think we both sides have a lot of experience.

And, you know, I've been encouraging people to go back and look at how, the efficiency change when we combine Scripps at Discovery. There's just a lot of very straightforward opportunity there. And then what I do want to point out is well is all the areas in which we have not assumed any cost synergies.

Again, I've already mentioned content, but also the entire studio operation. CNN et cetera, et cetera. So again, I think what we're going to see is that we’re probably going to broaden the scope of potential initiatives once we close the deal but I feel very good about our ability to get these numbers..

The other point is that we haven't assumed any revenue synergy and the ability to come to market with in the US, the broad bouquet of content means that we can service advertisers and distributors much more effectively..

Forgive me if I'm premature on this, but there's been a lot of headlines about CNN plus ramping up, seems like there's a lot of business model overlap there with discovery+ anything you can add about that?.

We will in the next in the near-term, sit down and get a have a real business plan. discussion with the people that CNN and CNN+. We haven't had that yet. We haven't seen it. I've been watching a lot of CNN.

This is where you see the difference between a new service that has real - has meaningful resources globally, news gathering resources, the biggest and largest group of global journalists of any media company, maybe with the exception of the BBC.

And here we are waking up this morning with a war and CNN is going to multiple cars correspondents and journalists risking their lives in Ukraine, in Poland, in Russia on the ground. And there's no organization, news organization in the world that looks like CNN, that can do what CNN does.

I think it becomes very clear as you go around the world and you look at other news channels that are where people are sitting behind desks and given their opinion about what's going on.

There's a news network that's on the ground with journalists in bulletproof vests and helmets that are doing what journalists do best, which is fight to tell the truth in dangerous places so that we all can be safe and we can assess what's going on and what's dangerous in the world. So it's a proud moment for us to watch what's going on there.

But because this deal has not closed yet, that CNN is being run by AT&T and we're in the beginning process of getting the details on what they're doing..

And Dave, I can just add one thing on the synergies. The other opportunity that is significant is the Warner International basic channels business is about ten times the size of revenue of what Scripps was. I think also the opportunity on the channel's integration on international to be much more significant than it was in the Scripps business..

And your next question comes from the line of Jessica Reif Ehrlich with Bank of America. Your line is open. You now ask your question..

Thank you. Good morning, everyone. You're Gunner - you are on the cusp of closing the deal and the hard part is obviously in front of you. Given the changes you need to implement, where should we expect to see early results in revenue and costs? And maybe specifically the upfront in May? And seems like you'll close before then.

The old Time Warner or Warner Bros traditionally had silos between entertainment, news and sports. Do you expect to go to market with all segments under one Salesforce? If yes, what are the pros and cons of doing that? And my follow up? I'll just ask now you called out the Olympic performance, which is clearly very different than the US experience.

Can you talk a little bit about the lessons learned from the first two Olympics and expectations for Paris in ’24?.

Sure. Well, first, we've been focusing really on cost. And after we close and we get into the business, we'll have a chance to think about revenue opportunities. But our number one priority has been focusing on cost and analyzing opportunities within synergy that reflect the $3 billion.

We can get more into the synergies Gunner, but I just wanted to speak to the Olympics and then pass it to JB. We have focused very hard throughout Europe with all sport in really driving local recognition of athletes.

Who are the local athletes? What's at stake for them? Where did they come from? Why do you care? And what we've learned over the years with our three sports channels and with our direct-to-consumer business is, it's not just the love of the sport, it's the love of the athletes. And that when you see 8 skiers lined up, you want to know the backstory.

And that has really worked for us across sport.

And JB and Andrew and the team spent months promoting local athletes with the objective that if you went down a main street in any country and you said who are you looking forward to seeing in the Olympics that, we would - the objective was that you'd be able to name between five and ten people and I think that had a lot to do in terms of execution with what we saw with viewership across Europe.

JB?.

Yes look, I think, Jessica we've learned a couple of things. The focus, as David said, stay on the production side has been very much focused on content storytelling on local heroes and athletes. I think also, we've understood in this digital and social age that people want to see more authentic representations of the athletes' lives.

And so we've also introduced things like Family Cams and showing particularly in this virtual world of last two games where a lot of the families have not been able to be on site, showing how their families and friends are rooting for them back home and bringing that and making it a more intimate authentic experience of the full representation of the support crew that supports these athletes.

And then lastly or the last thing that say we've also continued to build out the best set of experts in terms of On-Air Talent in the business by far. So people know to come to us because we have the best set of On-Air Talent that oftentimes are medalists themselves, Olympians themselves.

And then lastly, we really continue to invest in innovative technology to bring the games and the stories to life in different and innovative ways that are not gimmicky but ultimately really bringing the storytelling to life, augmented reality being one.

We've done little simple things like our announcers being on camera and having feeds from - our announcers who have obviously a lot of passion as they're watching their national games. And so, we've continued to innovate on the technology, which has helped bring the game to life in a different way.

And so we're incredibly proud of what our team has done, as David said, in a very difficult situation.

And we're very pleased that both in terms of our linear ratings being comparable to what we saw four years ago, on Chung Chang despite the put levels in that period being down double-digit, that our experience was very different than others, obviously in the last - both this games and the Tokyo Games for that matter..

Gunnar….

Jessica was asking about a little more on question.

I think you've covered a lot of it, but any other thoughts?.

No, I mean, I think the one thing I would add, just to your point about the timing. Look, we want to hit the ground running. We have stood up integration management offices, both on the Warner Media side and on the Discovery side. We've got full teams and flight working on setting up the work streams et cetera.

But that said we're still operating as two independent companies right now. There's very limited interaction regarding actual savings measures. So with that said, what I would want you to expect is sort of an initial wave of savings after closing, which a lot of it is going to be straightforward early quick wins.

And then, we'll get to work on detailing out the longer term structure and setup and that's the reason why we had focused our communication on 2023 because 2022 was always going to be a little noisy. We're coming together a third into the year, et cetera. So 2023 is for me sort of the years for the full on synergy capture here..

Our objective is get the deal closed and implement these work streams on cost, and then sit down and look at the opportunity to serve advertisers more effectively and efficiently. And we'll have the upfront. Hopefully, we will be closed before the upfront. It looks like that'll probably be the case.

And then we'll be able to start to put together an upfront strategy..

Our next question comes from the line of Michael Morris with Guggenheim. Your line is open. You may now ask your question..

Two questions for me. First, David, you spoke about Warner Bros TV. And historically that's been a somewhat unique business and its size but also selling outside of the company.

You referenced that being something you sort of expect going forward and in recent times, it feels like companies are trying to pull more content back in and perhaps in situations where they've sold externally. They've been disappointed with that decision.

So maybe you just talk about the balance there given the size of the business, but also the interest in fueling your own platform. And a second question, maybe for Gunnar is really the long term margin structure for the business and thinking about the streaming industry more broadly.

The guidance that you guys have given sort of implies a high 20% EBITDA margin which is below the historical cable business, but definitely the high end of the streaming business.

So I guess the question is really, how do you see that converging over time, but also when you think of a sort of scale streaming business globally, what is its margin structure look like over the long term? Thanks, guys.

Thanks, Michael. I've been for many, many years in deep envy Warner BrosTV having spent 18 years at NBC must see TV. And Jack Welch would often remind the heads of entertainment of this that it was really Warner Bros TV, that all those shows were produced by Warner Bros.

And the business that the Channing is running right now is generating significant revenue. And in some ways, it's doing two things. It's probably the best and largest producer of quality content, TV content in the world. We're in that business.

We have a business called O3, as many of you know where we're 50:50 with Liberty Global with 35 production companies, that business has gotten game turned and runs it a lot better, because there are multiple bidders for quality content.

And when you look at Warner Bros TV, it's a very, very compelling business in a market where there aren't many makers and as you said, even the smaller makers are making just saying, let me just make for myself.

We - I look at that business and I see tremendous optionality and something that's really rare to have a maker of the scale of Warner Bros television with some of the greatest television producers in the world. Rob Reiner, Chuck Lorre, you know, the most prolific working at Warner Bros gives us great optionality.

We can produce more content for HBO and HBO Max. We can produce more content to generate more free cash flow and profit by taking advantage as an arms dealer of something that's very rare, the ability to provide great content to Apple or to the broadcaster's or to other providers, we’ll get in there and figure it out.

But in the end, when I say this is a balanced company, this is a big piece of it that we have a big production entity here - entity that makes a lot of money and we have the ability to ramp that up to make more money in an environment where there's lots of meat, where we have an ability to ramp that up and provide more for ourselves, which also provides some economic efficiency and so it's a great asset.

We're looking forward to learning more about it, and leaning into it..

And on the margin side, Mike. So a couple of points here. If you take a step back and look at the pure math, and if we look at a long-term horizon year and you’re looking at a 10 year projections that we saw in our - in our S4, you know, I think it's reasonable to assume sort of slightly declining margins on the linear side.

And then we have all talked about DTC, reaching their peak investment point discovery+ as you know has peaked in 2021 from a investment loss perspective, HBO Max is guided to peak from that perspective in 2022. So, there will be very significant margin improvement in those businesses.

You know, David described the macro tailwind for the TV studio, so that should be a positive as well.

But if you take these underlying trends by business and then factoring that there's probably going to be a mixed change with DTC, obviously a growing significantly faster than I think that gives you a feeling for - how we get to this margin levels going to those levels that you see in the and the S4.

We have said, when we launched discovery+ that we were confident to be able to get to a 20% margin at scale.

That's where Netflix is a roughly today and the point that I want you to take away as well as I do think I've said many times, from today's perspective, I think we're going to do better than that 20% number and that is because we are very uniquely positioned. We're making through the combined company is going to be very uniquely positioned.

We're making the content. We can decide flexibly where the greatest value is. We've got multiple bites at the Apple when it comes to monetizing the investment on our platform. And, again, we've talked about that so much, you know, we're virtually using every available revenue stream.

In a way, we're sometimes double or triple dipping you know, monetizing content in our US linear environment, TV-everywhere.

Discovery+ on the international side, basic pay then in certain markets, we've been very successful launch create air on top, and almost every dollar that JB spends on content is used both on discovery+ International and linear platforms. That's a huge advantage. Also the fact that we're getting subscription, distribution and advertising revenues.

So I think we will always have an advantage with that global footprint when it comes to monetizing the IP investments. And again, as I've also said several times we're not going to be in a race here to win the spending war or to win a certain subscriber numbers.

We're managing our business for the long-term, shareholder value, and that emerging all platforms at the same time..

So, I've always felt one of the great strengths of discovery is that we were a free cash flow machine. And we were laser focused on that metric as being a real metric that represents the quality of a company and when we look at 2023, and that $8 billion.

That gives us a lot of strength, but we're not going to just say, let's pour everything into the direct-to-consumer business. There is a level of investment that makes sense for that business. And that's how we're going to attack it.

We'll be looking to monetize our IP to grow firm, the value of the overall company, to build shareholder value, and we have an ability to do that uniquely as a global company, in ways that most companies can. .

Your next question comes from the line of Brandon Nispel with KeyBanc Capital Markets. Your line is open. You may now ask your question..

Two separate questions, if I could please. One, on the linear advertising side, your trends and advertising are significantly different than the company that you're merging with. I was hoping you could help us understand your plans for really turning around the portion.

Maybe it goes back to some of the Jessica questions, but how should we think about Discovery linear advertising growth, particularly in the US for 2022? Then just separately on streaming? Could you talk about Churn for Discovery Plus? How do you measure it? How do we think about monthly Churn rates? And really, what should we be looking for Churn on that service going forward, particularly as you sort of layer in HBO content? Thanks..

We can start with the second one maybe Brandon. So I think on the Discovery Plus Churn numbers, I think we don't talk about specific numbers, but I can tell you this, which is David has alluded to I try to separate the US and international.

The US, one of the greatest things we've experienced over the course of the last year is that compared to the best in class in the market, that our numbers are not quite there yet, but looking very competitive with some of the best in market and that's the reality is only twelve months out of the gate when our product and all the elements of our product, both in terms of engagement and retention capabilities.

I would say right now it's still not certainly even on par with some of the best in market yet. So we feel great about where we are, one year out being in the same zip code as some of the best in market. And then internationally, I think we've been much more challenged candidly, historically.

And as David said, part of the issue was that our platform wasn't as sophisticated because it came from a legacy pre-Discovery Plus launch in the US front end that didn't have nearly the tools for personalization profiles, really basic things that we couldn't enable.

And by completing that re-platforming at the end of last year, we came out of 2021 with record lows on churn internationally, still higher than the US. But the great news is the trend we saw towards the end of the year and into the first quarter is very promising.

And a big part of that we think is going to continue to improve by just having the product features that have been available in the US now available to us outside the US.

And as the proposition and as the product features continue to improve over the course of the next couple of months, we think there's opportunity for those numbers to come even lower. So hopefully that gives you a little bit of a flavor..

The only thing I would add is that, we went to market with over the years with this idea that we could build superfan niche businesses and we tried to do that with cycling and we tried to do that with tennis and we separated sport from the nonfiction and entertainment offering.

And one of the things - aside from the quality of the platform is that we learned and this is good every time we have a challenge the question is, okay, what can we do differently that will improve the experience for the consumer that a broader menu of content is more people in the home using it, longer length of view in the aggregate lower churn.

And so the experience over the last few years is as we add to the offering, the broader the offering the lower the churn and the more satisfied the consumers are, and so that's something that leads us to this - to the conclusion that bringing this whole thing together.

It's going to be very compelling and there is a number of markets in Europe where with a leading broadcaster, so we have all the entertainment. We have the nonfiction. We have the sport. In some markets we also have news. And in those markets, we're doing very, very well. And our churn numbers are looking very encouraging.

And so that's one of the things that that has led us to be so optimistic or optimistic about the fact that the strategic attack of putting it all together will provide a broad menu that will be provide growth lower churn and better customer satisfaction.

Gunnar?.

On the advertising point, I mean, obviously, you'll understand we can't talk about sort of specific plans here for the combined company, but I do want to give you a couple of general points and then one deal specific point.

So number one, just generally speaking, there's no doubt that ratings across the ministry are under pressure, so we have less inventory. We've continued to grow for a number of reasons. And I have every reason to believe that we're going to continue to grow with this lineup.

Number one, and we don't have to go through the details again, but cable has always been under monetized in a major way. David has been talking about this for years. We're finally seeing some real traction as people sharpen their pencils. It's just a great deal to spend 30% less than on broadcasts on our networks and we can still double our CPM.

And we've talked about that a lot. Targeting, even in the linear space, dynamic ad insertion at this point has passed the point of just pilots and testing. There's an opportunity there.

And then finally, as we look at digital with eyeballs sort of moving out of the linear ecosystem into a direct to consumer ecosystem, we're getting as we laid out in our presentation when we launched discovery+ up to 3x CPMs, because we're covering more demos and age groups get better targeting et cetera, et cetera.

So, there's a lot of monetization opportunity left in that traditional business. The deal, specific point that I do want to make is, what we learned when we combined Discovery and Scripps is and you go back and look at the number in virtually every market globally.

We were able to get much better rating out of the existing content output because we were optimizing - suddenly we're able to optimize across a portfolio of networks. JB was able to launch new networks and reprograms networks internationally. We did very significant programming changes across the combined Scripps and Discovery portfolio in the US.

So we were able - if you look at the ratings trends, to outperform the industry on a global basis for several years following that combination. And I think that's a general theme, which I would hope to get some traction out of when we combine these two kind of fantastic portfolios as well.

So, I really feel very, very positively about the app sale side with the caveat that obviously, no one is expecting any viewership growth in this day and age..

Your next question comes from the line of Jason Bazinet with Citi. Your line is now open. You may ask you question..

So you guys have such a great track record in international markets. I just had an international DTC question if you ask the buy side a year ago how big the opportunity was, they would have said 800 million or a billion households.

If you ask the buy side now they give you a number that's like one third of that because some of the bigger players are seeing decelerating that ads and I just - I know you guys have sports and news and a wide array of content, but what's your view of what that number is and what will it take to sort of deepen penetration outside the US. Thanks..

Thanks, Jason. I think that there's certain number of people pay $14 or $15 for a television. And you're - you can model out country by country and there's different cultures and different willingness to pay for content in different markets at what that aggregates to.

But what - the way that we see it is, we'll have ad free product, where we'll be competing in that space. But then we'll have an AdLite product that we're going to be very successful with that is much less expensive.

And so what is the market for a product much less expensive that has limited commercials, but is very broad and has a compelling menu of IP and is available on every platform? So that - what is - how does that broaden the market? And then if you actually - we take - when we take a look inside of d+ and we haven't been able to look inside of HBO Max.

We know exactly what they're doing with their library but they - Warner has the largest TV in motion picture library, they have half of the MGM motion picture library. We have a huge library. And so I really see and we as a company see three funnels. Our objective is to reach everybody.

The certain percentage of people that will be willing to pay $15 for a premium service with no commercials, they'll be - will have a lower priced product that will attract a broader view of people with limited commercials. And we've seen a lot of success with ARPUs equal or greater to the higher fee.

And then finally, as we get more sophisticated, we'll see that there's a substantial portion of content that we own Movies, TV, this is true for discovery right now. That’s not being used that much on the premium service.

And so, eventually we should be using all that, now we may be using that on channels, but ultimately, you could see a subscription only service, an AdLite service and then a free digital service.

So that everybody can go to and it you know it might be vanilla labeled, but putting in a lot of the content so that there's a load of people that will never pay for television, but they can go to and view this content and that'll be advertiser supported.

And so in the long range, I think there are a number of players that are very tied to this idea of subscription only. But as a company, we probably have the most content the most diverse content, the most content in language around the world. And our ambition is that let's work really hard to drive the aggregate product in subscription and AdLite.

And then let's take a look at who we're not getting and what content we have that could serve them in advertiser only. Eventually, I think there will be a digital broadcast, global broadcast network.

It'll have very different content in the subscription or AdLite, but there'll be people that do not want to pay and they'll want to watch content and who has more content than Warner Bros discovery. And so figuring out how to do that will be one of the strategic initiatives that we have in place..

And as David said, but that strategy is not just a theory. That's the same strategy that led us in Europe to get into free air over the last 10 years, where pay-TV was penetrated up to in certain markets only 20%, 30%.

So 60%, 70% of the market was never going to be interested in paying for television and with David's vision at the time that the group went out and started launching free-to-air and we ended up developing a whole new audience segment at, 20% in some cases 30% margin businesses in the free air.

That model may eventually migrate to kind of what we call free-to-view. It moves to digital, but we think that's another alternative way, but we want to go after every customer segment with slightly different product offerings in each one and we'll have the content depth and breadth to be able to do it when you look at the combined company..

You know, that broadcast model, we call the broadcast, but we didn't have news, we didn't have sports. And in many cases for a couple of years, we didn't have any original content. We just used library content.

And you know, for instance, you know, in Italy, we had the number one channel for broadcast channel for women, which within six months of launching in our course was de minimis..

All right. Jason, if I could just add one point from the perspective of just achieving long-term sustainable growth. You know, remember that while the international markets have more ARPUs and you're probably going to see some of that impact over time as international subs sort of increase in the mix here for us.

It's, it's a multiple, relative to what we're getting, you know, in the linear world and on a per sub basis, and we're also able to address a much, much broader part of much larger share of the of the total population. Some of the markets in a traditional pay ecosystem are limited to 15%, 20%, 25% of the market.

So that's why you're seeing us continuing to grow through this transition..

And your last question comes from the line of Kutgun Maral with RBC Capital. Your line is open. You may now ask your question..

Good morning, and thanks for taking the questions.

David, you said in your prepared remarks that your goal is to compete against leading streaming services and not to win the spending war, as you know a lot of the leading streaming services are ramping their spend levels more and more and on your end, I think Gunner, you even hinted at the fact that there may even be some content spend deficiencies than you previously expected.

So I don't mean to belabor the point, but it's just top of mind for so many investors.

So I'd love to get your perspectives on what gives you confidence that the DTC spend levels embedded in your targets remain appropriate in what seems like an increasingly competitive streaming landscape, and I guess at the core, I am just trying to better understand how much of an internal priority there is to hit the 14 billion in EBITDA and drive significant free cash flow versus maybe some flexibility for incremental streaming investments to better position the company to become a longer term leader in the space.

Thanks.

When you take a look at the premise of this deal, the reason that we have, we have a feeling but we don't really know in the end exactly what we're going to need to do and that's why I think having the free cash flow and the optionality and the ability to monetize across platforms is important.

Having said that, we are - we want to compete against Disney and Netflix, but we're not - we're very different company than the two of them. Those are two great companies. You know, Disney has a group - has a group of people around the world that absolutely love their product. And they're doing very well.

Netflix has a very broad appeal product, and Ted and Reid are doing a wonderful job about building out that brand. They have built the road of getting people comfortable, buying content and consuming it on all devices. We will have a very compelling offering.

So someone could have Netflix and they'll go there to what, but we have very identifiable IP and much broader - we're much broader than Disney, and we have much more identifiable IP. And if you look at what Casey is doing with HBO, so he has Euphoria right now. He just had succession. He has the period drama, Gilded Age going right now.

Would we do - with HBO be doing a lot better if it had three more really successful scripted series at this moment. It's not clear that they would be.

Why? It's sort of the example of if you took Food Network and you said that we do 600 hours on Food Network and we nourish an audience and they're happy and they like it and they feel like that's their place, and we make $400 million as an example.

If we decided to do another 400 hours of content, then maybe the audience would be a little bit happier. But now we'd make no money. And so, when you put Euphoria on and then that audience could then watch 90 Day Fiancé and they could watch Fixer Upper, that there's a real balance of content here that we can go to.

And there's a lot of nourishment in our library together with a lot of shock and awe in the Warner library. And the shock and awe together with the nourishment and the great personalities, we think is a really compelling menu. And it's a great recipe that we think we can lean into.

We're going to spend more on content, but you're not going to see us come in and go, all right, we're spending $5 billion more, because the first thing we're going to see is we have so much rich content and so much nourishment, as well as so much content that's compatible or reaches different audiences that they don't reach, that the excitement is going to be when we come together.

Let's take this car out for a ride. Let's see how this does. We're going to continue to spend, but don't expect us to come out and go a couple of billion dollars more and off we go. No, we're going to be measured. We're going to be smart and we're going to be careful, but we're going to invest in the streaming platform. But that's not our only game.

Our game is to create a business that generates sustainable growth, that's global in nature, that generates a lot of free cash flow. And we're quite confident in the numbers that we've given you.

If something changes in the next year and a half that we think there's a substantial amount of opportunity for long term growth and long term economics, we'll come back to you with it, but we're quite comfortable doing it..

No, I think you've said it all, David and to the point about priorities. Our priority is on making the right decisions and leaving no opportunity untouched. But we will make those decisions, as David said, in the interest of long term value for the firm here and long term sustainable growth. So that's all I can say.

But we will definitely touch every opportunity..

Thank you. And that concludes Discovery, Inc. fourth quarter 2021 earnings conference call. You may now disconnect..