SEC Filings

WARNER MEDIA, LLC filed this Form 10-Q on 10/26/2017
Entire Document

Table of Contents

Part II. Other Information

Item 1. Legal Proceedings.

The following information supplements and amends the disclosure set forth in Part I, Item 3. Legal Proceedings, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) and in Part II, Item 1. Legal Proceedings, in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (the “March 2017 Form 10-Q”).

Reference is made to the complaint issued by the National Labor Relations Board (“NLRB”) against CNN America Inc. (“CNN America”) and Team Video Services, LLC described on page 31 of the 2016 Form 10-K and page 50 of the March 2017 Form 10-Q. On August 4, 2017, the U.S. Court of Appeals for the D.C. Circuit ruled, granting CNN America’s appeal in part and denying it in part, and remanded the case to the NLRB for further proceedings.

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 September 30, 2017.

Issuer Purchases of Equity Securities



   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

July 1, 2017 -
July 31, 2017

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

August 1, 2017 -
August 31, 2017

          $ —              $ 2,693,315,245   

September 1, 2017 -
September 30, 2017

          $ —              $ 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 in the Exhibit Index below are submitted with or incorporated by reference as a part of this report.