SEC Filings

WARNER MEDIA, LLC filed this Form 10-Q on 08/02/2017
Entire Document

Table of Contents

Part II. Other Information

Item 1A. Risk Factors.

There have been no material changes in the Company’s risk factors as previously disclosed in Part I, Item 1A. Risk Factors, of the Company’s Annual Report on Form 10-K for the year ended December  31, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Company Purchases of Equity Securities

The Company did not purchase any equity securities registered by the Company pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, during the quarter ended June 30, 2017.

Issuer Purchases of Equity Securities


Period    Total Number of
    Shares Purchased    
     Average Price
    Paid Per Share    
     Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
     Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or

April 1, 2017 -
April 30, 2017

          $ —              $ 2,693,315,245   

May 1, 2017 -
May 31, 2017

          $ —              $ 2,693,315,245   

June 1, 2017 -
June 30, 2017

                           0       $ —                               0       $ 2,693,315,245   








          $ —              $ 2,693,315,245   




These amounts do not give effect to any fees, commissions or other costs associated with share repurchases in prior periods.


On February 10, 2016, the Company announced that its Board of Directors had authorized a total of $5.0 billion in share repurchases beginning January 1, 2016, including the approximately $902 million remaining at December 31, 2015 from the prior $5.0 billion authorization. Purchases under the stock repurchase program may be made, from time to time, on the open market or in privately negotiated transactions, with the size and timing of these purchases based on a number of factors, including price and business and market conditions. The Company has repurchased shares of its common stock pursuant to trading plans under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. In connection with entering into the Merger Agreement, the Company discontinued share repurchases under the stock repurchase program in October 2016.

Limitations on the Payment of Dividends

As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, the Merger Agreement restricts the Company, without AT&T’s consent, from increasing the Company’s quarterly dividends above $0.4025 per share.

Item 6. Exhibits.

The exhibits listed on the accompanying Exhibit Index are submitted with or incorporated by reference as a part of this report, and such Exhibit Index is incorporated herein by reference.