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WBD US
Warner Bros Discovery Inc
(WBD US)
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SEC Filings
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Financials
(73)
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10-Q
Q2
ended 30 Jun 2026
6 Aug
10-Q
Q1
ended 31 Mar 2026
6 May
10-K
FY 2025
ended 31 Dec 2025
27 Feb
10-Q
Q3
ended 30 Sept 2025
6 Nov 2025
10-Q
Q2
ended 30 Jun 2025
7 Aug 2025
10-Q
Q1
ended 31 Mar 2025
8 May 2025
10-K
FY 2024
ended 31 Dec 2024
27 Feb 2025
10-Q
Q3
ended 30 Sept 2024
7 Nov 2024
10-Q
Q2
ended 30 Jun 2024
7 Aug 2024
10-Q
Q1
ended 31 Mar 2024
9 May 2024
10-K
FY 2023
ended 31 Dec 2023
23 Feb 2024
10-Q
Q3
ended 30 Sept 2023
8 Nov 2023
10-Q
Q1
ended 31 Mar 2023
5 May 2023
10-K
FY 2022
ended 31 Dec 2022
24 Feb 2023
10-Q
Q3
ended 30 Sept 2022
4 Nov 2022
Events
(377)
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8-K
STATUTORY NOTICE PURSUANT TO SECTION 204(G) OF THE DELAWARE GENERAL CORPORATION LAW
6 Oct
8-K
Warner Bros. Discovery Reports Second-Quarter 2026 Results Three Months Ended June 30, 2026 2025 % Change $ in millions Reported Ex-FX(*) Distribution $ 4,950 $ 4,885 1 % 1 % Advertising 1,724 2,216 (22) % (22) % Content 1,828 2,471 (26) % (26) % Other 215 240 (10) % (11) % Total revenues $ 8,717 $ 9,812 (11) % (12) % Net income available to Warner Bros. Discovery, Inc. 149 1,580 (91) % NM Adjusted EBITDA(*) 1,879 1,953 (4) % (6) % Cash provided by operating activities 848 983 (14) % Free cash flow(*) 572 702 (19) % NM - Not Meaningful (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. Q2 2026 Highlights • Total revenues were $8.7 billion, a 12% ex-FX(1) decrease from the prior year quarter. • Distribution revenues increased 1% ex-FX, as dynamic underlying growth in global streaming subscribers was partially offset by continued domestic linear pay TV subscriber declines and the impact of the HBO Max domestic distribution deal renewal with a former related party, previously disclosed in the second quarter of 2025. • Advertising revenues decreased 22% ex-FX, as ad-lite streaming subscriber growth was more than offset by the absence of the NBA along with continued domestic linear audience declines. The absence of the NBA in the current year negatively impacted the year-over-year growth rate by 20% ex-FX. • Content revenues decreased 26% ex-FX, primarily due to lower theatrical revenue at the Studios segment. • Net income available to Warner Bros. Discovery, Inc. was $0.1 billion, which includes $1.1 billion of pre-tax acquisition- related amortization of intangibles, content fair value step-up, and restructuring expenses. • Total Adjusted EBITDA(2)(*) was $1.9 billion, a 6% ex-FX decrease compared to the prior year quarter, as growth in the Streaming segment was more than offset by a decline in the Studios and Global Linear Networks segments. • Cash provided by operating activities was $848 million. Free cash flow(3)(*) was $572 million. Free cash flow was unfavorably impacted by approximately $350 million of separation & transaction-related items compared to an approximate $250 million impact in the prior year quarter. • Ended the first quarter with $29.7 billion of net debt(4)(*) and 3.4x net leverage(5)(*). • During the second quarter, the Company repaid in full the $15 billion bridge loan facility with a $13 billion Term Loan B and a €1.7 billion Term Loan B. Q2 2026 Earnings Press Release | August 6, 2026 1Streaming Segment Three Months Ended June 30, 2026 2025 % Change $ in millions Reported Ex-FX(*) Distribution $ 2,689 $ 2,410 12 % 11 % Advertising 306 282 9 % 8 % Subscriber-related revenues(*) 2,995 2,692 11 % 10 % Content 84 102 (18) % (13) % Other — (1) NM NM Total revenues 3,079 2,793 10 % 10 % Costs of revenues (excluding depreciation & amortization) 1,904 1,913 — % — % Selling, general and administrative 663 587 13 % 14 % Adjusted EBITDA $ 512 $ 293 75 % 63 % (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. Q2 2026 Highlights • Streaming revenues increased 10% ex-FX to $3,079 million compared to the prior year quarter. Subscriber-related revenues(6)(*) increased 10% ex-FX compared to the prior year quarter. • Distribution revenue increased 11% ex-FX, as a result of the continued growth in existing markets and global expansion of HBO Max, including new distribution deals, partially offset by the domestic distribution deal renewal with a former related party, previously disclosed in the second quarter of 2025. • Advertising revenue increased 8% ex-FX, primarily driven by an increase in global ad-lite subscribers. The absence of the NBA in the current year negatively impacted the year-over-year growth rate by 16% ex-FX. • Streaming operating expenses increased 3% ex-FX to $2,567 million compared to the prior year quarter. • Costs of revenues were relatively flat compared to the prior year quarter, as higher international content costs to support HBO Max launches were offset by shifts in the overall mix of programming. • SG&A increased 14% ex-FX, primarily due to higher marketing costs tied to HBO Max international launches and higher overhead costs. • Streaming Adjusted EBITDA increased 63% ex-FX to $512 million compared to the prior year quarter. Q2 2026 Earnings Press Release | August 6, 2026 2Studios Segment Three Months Ended June 30, 2026 2025 % Change $ in millions Reported Ex-FX(*) Distribution $ 4 $ 1 NM NM Advertising — — NM NM Content 2,125 3,591 (41) % (41) % Other 199 209 (5) % (5) % Total revenues 2,328 3,801 (39) % (39) % Costs of revenues (excluding depreciation & amortization) 1,514 2,215 (32) % (32) % Selling, general and administrative 718 723 (1) % (1) % Adjusted EBITDA $ 96 $ 863 (89) % (89) % (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. Q2 2026 Highlights • Studios revenues decreased 39% ex-FX to $2,328 million compared to the prior year quarter. • Content revenue decreased 41% ex-FX. • Theatrical revenue decreased 46% ex-FX, driven by lower box office revenue primarily due to this quarter’s slate in relation to the strong performance of A Minecraft Movie, Sinners, and Final Destination Bloodlines in the prior year quarter. • TV revenue decreased 45% ex-FX, primarily driven by lower intercompany content licensing due to the timing of renewals. • Games revenue increased 45% ex-FX, due to the release of LEGO Batman: Legacy of the Dark Knight in the current year quarter. • Studios operating expenses decreased 24% ex-FX to $2,232 million compared to the prior year quarter. • Costs of revenues decreased 32% ex-FX. • Theatrical content expense decreased 41% ex-FX due to lower theatrical revenues, partially offset by impairments in the current year quarter. • TV content expense decreased 35% ex-FX primarily driven by lower intercompany content licensing. • Games content expense increased 52% ex-FX, due to the release of LEGO Batman: Legacy of the Dark Knight in the current year quarter. • SG&A decreased 1% ex-FX, primarily driven by lower marketing costs. • Studios Adjusted EBITDA decreased by 89% ex-FX to $96 million compared to the prior year quarter. Q2 2026 Earnings Press Release | August 6, 2026 3Global Linear Networks Segment Three Months Ended June 30, 2026 2025 % Change $ in millions Reported Ex-FX(*) Distribution $ 2,265 $ 2,477 (9) % (9) % Advertising 1,429 1,953 (27) % (27) % Content 261 287 (9) % (12) % Other 36 86 (58) % (59) % Total revenues 3,991 4,803 (17) % (17) % Costs of revenues (excluding depreciation & amortization) 1,885 2,592 (27) % (27) % Selling, general and administrative 660 699 (6) % (6) % Adjusted EBITDA $ 1,446 $ 1,512 (4) % (5) % (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. Q2 2026 Highlights • Global Linear Networks revenues decreased 17% ex-FX to $3,991 million compared to the prior year quarter. • Distribution revenue decreased 9% ex-FX, primarily driven by a 10% decrease in domestic linear pay TV subscribers, partially offset by a 1% increase in domestic affiliate rates. • Advertising revenue decreased 27% ex-FX, primarily driven by 17% domestic audience declines, largely due to the absence of the NBA in the current year quarter. The absence of the NBA negatively impacted the year-over-year growth rate by 20% ex-FX. Additionally, the broadcast of the NCAA March Madness Final Four and Championship in the current year, along with the absence of the NHL Stanley Cup Finals, which was broadcast in the prior year, positively impacted the year-over-year growth rate by 4% ex-FX. • Content revenue decreased 12% ex-FX, primarily due to the timing of third party licensing deals. • Global Linear Networks operating expenses decreased 23% ex-FX to $2,545 million compared to the prior year quarter. • Costs of revenues decreased 27% ex-FX, primarily driven by the absence of the NBA in the current year quarter. The absence of the NBA favorably impacted the year-over-year growth rate by 30% ex-FX. • SG&A decreased 6% ex-FX, primarily driven by lower overhead costs, partially offset by higher marketing costs. • Global Linear Networks Adjusted EBITDA decreased 5% ex-FX to $1,446 million compared to the prior year quarter. Q2 2026 Earnings Press Release | August 6, 2026 4Corporate Three Months Ended June 30, 2026 2025 % Change $ in millions Reported Ex-FX(*) Adjusted EBITDA $ (298) $ (316) 6 % 6 % (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. • Corporate Adjusted EBITDA improved by $18 million, primarily driven by lower overhead costs. Inter-segment Eliminations Three Months Ended June 30, $ in millions 2026 2025 Total revenue eliminations $ (682) $ (1,586) Total expense eliminations (805) (1,187) Adjusted EBITDA $ 123 $ (399) Leverage and Liquidity • Ended Q2 with $3.4 billion of cash on hand, $33.1 billion of gross debt(7)(*), and 3.4x net leverage(5)(*). • During the second quarter, the Company repaid in full the $15 billion bridge loan facility with a $13 billion Term Loan B and a €1.7 billion Term Loan B. • As of June 30, 2026, the weighted average maturity of the Company's outstanding debt was 8.3 years with a weighted average cost of 5.2%. • As of June 30, 2026, the Company’s $4.0 billion revolving credit facility was undrawn. Free Cash Flow Three Months Ended June 30, $ in millions 2026 2025 % Change Cash provided by operating activities $ 848 $ 983 (14) % Purchases of property and equipment (276) (281) (2) % Free cash flow(*) $ 572 $ 702 (19) % (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. • Q2 2026 cash provided by operating activities decreased to $848 million from $983 million in the prior year quarter. Free cash flow(3)(*) decreased to $572 million from $702 million, primarily driven by higher net content investment partially offset by lower tax payments and the timing of working capital. Free cash flow was unfavorably impacted by approximately $350 million of separation & transaction-related items compared to an approximate $250 million impact in the prior year quarter. • As of June 30, 2026, the Company had $3,900 million drawn on its revolving receivables program, a $50 million increase vs. Q1. Q2 2026 Earnings Press Release | August 6, 2026 5Warner Bros. Discovery, Inc. Consolidated Statements of Operations Three Months Ended June 30, Unaudited; in millions, except per share amounts 2026 2025 Distribution $ 4,950 $ 4,885 Advertising 1,724 2,216 Content 1,828 2,471 Other 215 240 Total revenues 8,717 9,812 Costs of revenues, excluding depreciation and amortization 4,621 5,967 Selling, general and administrative 2,564 2,477 Depreciation and amortization 1,159 1,447 Restructuring and other charges 113 80 Impairments and loss on dispositions 23 26 Total costs and expenses 8,480 9,997 Operating income (loss) 237 (185) Interest expense, net (511) (463) (Loss) gain on extinguishment of debt, net (75) 2,958 Income from equity investees, net 28 5 Other income, net 50 139 (Loss) income before income taxes (271) 2,454 Income tax benefit (expense) 433 (866) Net income 162 1,588 Net income attributable to noncontrolling interests (13) (7) Net income attributable to redeemable noncontrolling interests — (1) Net income available to Warner Bros. Discovery, Inc. $ 149 $ 1,580 Net income per share available to Warner Bros. Discovery, Inc. Series A common stockholders: Basic $ 0.06 $ 0.64 Diluted $ 0.06 $ 0.63 Weighted average shares outstanding: Basic 2,511 2,477 Diluted 2,575 2,499 Q2 2026 Earnings Press Release | August 6, 2026 6Warner Bros. Discovery, Inc. Consolidated Balance Sheets Unaudited; in millions, except par value June 30, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 3,369 $ 4,566 Receivables, net 4,952 5,294 Prepaid expenses and other current assets 4,218 3,346 Total current assets 12,539 13,206 Film and television content rights and games 19,245 19,114 Property and equipment, net 6,652 6,685 Goodwill 25,861 25,933 Intangible assets, net 25,922 27,764 Other noncurrent assets 7,029 7,383 Total assets $ 97,248 $ 100,085 Liabilities and equity Current liabilities: Accounts payable $ 1,060 $ 1,093 Accrued liabilities 12,076 9,626 Deferred revenues 1,514 1,642 Current portion of debt 1,493 139 Total current liabilities 16,143 12,500 Noncurrent portion of debt 30,530 32,428 Deferred income taxes 5,579 6,383 Other noncurrent liabilities 11,001 11,608 Total liabilities 63,253 62,919 Commitments and contingencies Redeemable noncontrolling interests — 19 Warner Bros. Discovery, Inc. stockholders’ equity: Series A common stock: $0.01 par value; 10,800 and 10,800 shares authorized; 2,738 and 2,710 shares issued; and 2,508 and 2,480 shares outstanding 27 27 Preferred stock: $0.01 par value; 1,200 and 1,200 shares authorized, 0 shares issued and outstanding — — Additional paid-in capital 56,022 56,055 Treasury stock, at cost: 230 and 230 shares (8,244) (8,244) Accumulated deficit (14,279) (11,512) Accumulated other comprehensive loss (688) (407) Total Warner Bros. Discovery, Inc. stockholders’ equity 32,838 35,919 Noncontrolling interests 1,157 1,228 Total equity 33,995 37,147 Total liabilities and equity $ 97,248 $ 100,085 Q2 2026 Earnings Press Release | August 6, 2026 7Warner Bros. Discovery, Inc. Consolidated Statements of Cash Flows Six Months Ended June 30, Unaudited; in millions 2026 2025 Operating Activities Net (loss) income $ (2,744) $ 1,139 Adjustments to reconcile net income to cash provided by operating activities: Content rights amortization and impairment 5,088 6,851 Depreciation and amortization 2,385 2,994 Deferred income taxes (812) (471) Loss (gain) on extinguishment of debt 102 (2,954) Share-based compensation expense 342 298 Impairments and loss on dispositions 37 116 Netflix Termination Fee accrual 2,800 — Other, net 42 (85) Changes in operating assets and liabilities, net of acquisitions and dispositions: Receivables, net 278 (460) Film and television content rights, games, and production payables, net (5,527) (6,314) Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities (833) (141) Foreign currency, prepaid expenses and other assets, net (518) 563 Cash provided by operating activities 640 1,536 Investing Activities Purchases of property and equipment (544) (532) Proceeds from sales of investments 9 54 Investments in and advances to equity investees (25) (26) Proceeds from asset dispositions — 66 Other investing activities, net 61 7 Cash used in investing activities (499) (431) Financing Activities Principal repayments of debt, including premiums and discounts to par value (15,373) (20,403) Borrowings from debt, net of discount and issuance costs 14,781 18,303 Distributions to noncontrolling interests and redeemable noncontrolling interests (144) (174) Proceeds from the formation of music catalog joint venture — 601 Borrowings under commercial paper program and revolving credit facility 1,261 3,551 Repayments under commercial paper program and revolving credit facility (1,261) (3,551) Principal repayments of finance and other lease obligations (120) (101) Cash paid to settle share-based awards, net (451) (117) Other financing activities, net 34 5 Cash used in financing activities (1,273) (1,886) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (65) 256 Net change in cash, cash equivalents, and restricted cash (1,197) (525) Cash, cash equivalents, and restricted cash, beginning of period 4,570 5,416 Cash, cash equivalents, and restricted cash, end of period $ 3,373 $ 4,891 Q2 2026 Earnings Press Release | August 6, 2026 8Reconciliation of Net (Loss) Income to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization Three Months Ended June 30, Unaudited; in millions 2026 2025 Net income available to Warner Bros. Discovery, Inc. $ 149 $ 1,580 Net income attributable to redeemable noncontrolling interests — 1 Net income attributable to noncontrolling interests 13 7 Income tax (benefit) expense (433) 866 (Loss) income before income taxes (271) 2,454 Other income, net (50) (139) Income from equity investees, net (28) (5) Loss (gain) on extinguishment of debt, net 75 (2,958) Interest expense, net 511 463 Operating Income (loss) 237 (185) Depreciation and amortization 1,159 1,447 Impairment and amortization of fair value step-up for content 77 388 Restructuring and other charges 113 80 Employee share-based compensation 187 173 Transaction and integration costs 72 17 Impairments and loss on dispositions 23 26 Amortization of capitalized interest for content 11 3 Facility consolidation costs — 4 Adjusted EBITDA(*) $ 1,879 $ 1,953 (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Q2 2026 Earnings Press Release | August 6, 2026 92026 Outlook Warner Bros. Discovery, Inc. ("Warner Bros. Discovery", "WBD", the "Company", "we", "us", or "our" ) may provide forward-looking commentary in connection with this earnings announcement on its quarterly earnings conference call. Details on how to access the audio webcast are included below. Q2 2026 Prepared Earnings Remarks Conference Call Information In conjunction with this release, Warner Bros. Discovery will post a Shareholder Letter and host a conference call today, August 6, 2026 at 8:00 a.m. ET, to discuss its second quarter 2026 financial results. To access the Shareholder Letter and webcast of the earnings call, please visit the Investor Relations section of the Company's website at www.wbd.com. Cautionary Statement Concerning Forward-Looking Statements Information set forth in this communication constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. Forward-looking statements include, without limitation, statements about the benefits of the proposed transaction between WBD and Paramount Skydance Corporation (“PSKY”) (the “proposed transaction”), future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of WBD’s management and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; (3) the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; (4) risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; (5) risks related to litigation brought in connection with the proposed transaction; (6) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (7) effects of the announcement, pendency or completion of the proposed transaction on the ability of WBD to retain customers and retain and hire key personnel and maintain relationships with suppliers, distributors, advertisers, content providers, vendors and other business partners, and on its operating results and business generally; (8) negative effects of the announcement or the consummation of the proposed transaction on the market price of WBD common stock; (9) risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; (10) inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections; (11) the ability to obtain or consummate financing or refinancing related to the proposed transaction; and (12) the response of WBD or PSKY management to any of the aforementioned factors. WBD's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the proposed transaction. Discussions of additional risks and uncertainties are contained in WBD’s filings with the Securities and Exchange Commission, including but not limited to WBD’s most recent Annual Report on Form 10-K, reports on Form 10-Q and Form 8- K and the definitive proxy statement filed by WBD in connection with the proposed transaction. WBD is not under any obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this communication may also contain certain non-GAAP financial measures, identified with an "(*)". Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the financial schedules in this release and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. About Warner Bros. Discovery Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Contacts Media Robert Gibbs Joe Libonati (347) 268-3017 (917) 287-6763
[email protected]
[email protected]
Investor Relations Peter Lee Sam Yates (212) 548-5907 (212) 548-4907
[email protected]
[email protected]
Q2 2026 Earnings Press Release | August 6, 2026 10Definitions and Sources for Warner Bros. Discovery, Inc. (1) Foreign Exchange Impacting Comparability: The impact of exchange rates on our business is an important factor in understanding period-to- period comparisons of our results. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. We believe the presentation of results on a constant currency basis (“ex-FX”), in addition to results reported in accordance with U.S. GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with U.S. GAAP. The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. For the 2026 period, the ex- FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the “2026 Baseline Rate”), and the prior year amounts translated at the same 2026 Baseline Rate. In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities, as well as realized and unrealized foreign currency transaction gains and losses. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies. (2) 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 and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) third-party transaction and integration costs, (vii) amortization of purchase accounting fair value step-up for content, (viii) amortization of capitalized interest for content, and (ix) other items impacting comparability. The Company uses this measure to assess the operating results and performance of the 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, 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. Integration costs include transformative system implementations and integrations, such as Enterprise Resource Planning systems, and may take several years to complete. The Company also excludes the depreciation of fixed assets and amortization of intangible assets, amortization of purchase accounting fair value step- up for content (which is included in consolidated costs of revenues), and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. We prospectively updated certain corporate allocations at the beginning of 2025. The impact to prior periods was immaterial. (3) 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. (4) Net debt: The Company defines net debt as gross debt of $33.1 billion, less cash, cash equivalents, and restricted cash of $3.4 billion. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. (5) Net leverage: The Company defines net leverage as the calculation where net debt (gross debt of $33.1 billion, less cash, cash equivalents, and restricted cash of $3.4 billion) is divided by the sum of the most recent four quarters Adjusted EBITDA of $8.8 billion. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. (6) Subscriber-related revenues: The Company defines subscriber-related revenues as the sum of distribution and advertising revenues in the Streaming segment. The Company uses subscriber-related revenues to monitor and evaluate the Company's streaming revenue performance. The Company believes this measure is relevant to investors as it highlights the revenue generation tied to the Company's streaming products. (7) Gross debt: The Company defines gross debt of $33.1 billion as total debt of $32.4 billion, plus finance leases of $659 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. Please refer to the Trending Schedules and Non-GAAP Reconciliations posted in the "Quarterly Results" section of the Company's investor relations website (https://ir.wbd.com) for the full reconciliation of net leverage. 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. Source: Warner Bros. Discovery, Inc. Q2 2026 Earnings Press Release | August 6, 2026 11
6 Aug
8-K
Submission of Matters to a Vote of Security Holders
12 Jun
8-K
Entry into a Material Definitive Agreement
4 Jun
8-K
Warner Bros. Discovery Announces Receipt of Requisite Consents for Proposed Amendments in
27 May
8-K
FOR IMMEDIATE RELEASE Investor Contact:
[email protected]
212-548-5882 Media Contacts: Megan Klein
[email protected]
310-210-5018 Joe Libonati
[email protected]
917-287-6763 Warner Bros. Discovery Announces Commencement of Consent Solicitations (New York, NY) – May 19, 2026 – Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“WBD”) today announced that Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the “DGH Issuer”) and Discovery Communications, LLC (the “DCL Issuer” and together with the DGH Issuer, each a “WBD Issuer” and collectively the “WBD Issuers”), each a subsidiary of WBD, have commenced solicitations (with respect to each Class of WBD Notes (each defined by reference to the table set forth below), a “Consent Solicitation” and collectively, the “Consent Solicitations”) of consents, upon the terms and subject to the conditions set forth in the related consent solicitation statement (the “Consent Solicitation Statement”), from holders of the WBD Notes to certain proposed amendments (the “Proposed Amendments”) to the indentures governing the WBD Notes (collectively, the “Existing WBD Indentures”). The Proposed Amendments would (i) extend the deadline by which the WBD Issuers are obligated to commence an offer for junior lien secured notes (“Junior Lien Exchange Notes”) of the WBD Issuers to holders of WBD Notes in exchange for the WBD Notes (the “Required Exchange Transactions”) from December 30, 2026 to the End Date (as defined in the Agreement and Plan of Merger (the “Merger Agreement”) governing the Acquisition (as defined below)), which is March 4, 2027 (as such date may be extended by the parties to the Merger Agreement); provided that if the Merger Agreement is validly terminated on or prior to such date, such deadline shall be the date that is the later of (x) December 30, 2026 and (y) 90 calendar days following the date on which the Merger Agreement is validly terminated, (ii) specify that either: (1) if the Acquisition is consummated, (a) such Junior Lien Exchange Notes will not include a restrictive liens covenant or a restricted debt prepayments covenant, (b) such Junior Lien Exchange Notes will be guaranteed on a senior basis by WBD and each subsidiary of the applicable WBD Issuer that is an obligor under the senior secured funded debt facility with the lowest lien priority to which WBD is an obligor as of the consummation of the Acquisition (the “Applicable Take-Out Facility”), (c) such Junior Lien Exchange Notes will be secured by the assets of WBD, the applicable WBD Issuer, and such applicable guarantor subsidiaries, with such modifications as deemed necessary or advisable by the applicable WBD Issuer to reflect liens on such assets that are junior in priority to the Applicable Take-Out Facility, and (d) the requirement that the same principal amount of Junior Lien Exchange Notes be issued in exchange for the applicable WBD Notes in the Required Exchange Transactions will be removed, or (2) if the Acquisition is not consummated or the Merger Agreement is terminated pursuant to its terms, such Junior Lien Exchange Notes will be substantially consistent (as determined by the applicable WBD Issuer (in its sole discretion)) with the terms expressly set forth under the “Brief Description of the Junior Lien Exchange Notes” section of the offer to purchase and consent solicitation statement, dated as of June 9, 2025, subject to the modifications described in the Consent Solicitation Statement, and (iii) make certain technical and other modifications, as described in the Consent Solicitation Statement, to reflect the foregoing contemplated amendments and to cure certain ambiguities in the Existing WBD Indentures. The Consent Solicitations are being conducted in connection with the proposed acquisition (the “Acquisition”) by Paramount Skydance Corporation (“Paramount”) of WBD. Concurrently with the Consent Solicitations, Paramount hasseparately commenced (i) offers to purchase (the “Paramount Tender Offers”) for cash any and all of certain specified notes in certain series of WBD Notes held by Eligible Consenting Holders (as defined below) and (ii) offers to exchange (the “Paramount Exchange Offers” and together with the Paramount Tender Offers, the “Concurrent Paramount Offers”) any and all of certain specified notes in certain series of WBD Notes of Eligible Consenting Holders for a corresponding series of newly issued second-lien secured notes to be issued by Paramount (the “New PSKY Notes”), in each case as described in Paramount’s offering materials. Holders of WBD Notes bearing the identifiers set forth in the fifth column of the table below who validly deliver (and do not validly revoke) their consents in the applicable Consent Solicitation are referred to herein as “Eligible Consenting Holders.” Holders of WBD Notes bearing the identifiers set forth in the sixth column of the table below who validly deliver (and do not validly revoke) their consents will not be eligible to participate in the Concurrent Paramount Offers and are referred to herein as “Non-Eligible Consenting Holders.” Only the WBD Notes of Eligible Consenting Holders will be moved into a temporary CUSIP, ISIN or XS ISIN number (a “Temporary Identifier”) for such WBD Notes on the Payment Date (as defined below), which WBD Notes will, from the period commencing from the time such WBD Notes are moved into such Temporary Identifiers until the expiration of the applicable Concurrent Paramount Offer, trade separately from the WBD Notes of holders who have not so consented or, in the case of Non-Eligible Consenting Holders, who have so consented but whose WBD Notes were not moved into Temporary Identifiers, which will retain their existing CUSIP, ISIN or XS ISIN number, as reflected in the table set forth below. At the conclusion of the Concurrent Paramount Offers, any WBD Notes with Temporary Identifiers will be re- assigned their respective existing CUSIP, ISIN, or XS ISIN number, as applicable (provided that there has not been any “significant modification” with respect to such WBD Notes for U.S. federal income tax purposes). Nothing in this press release should be construed as an offer to purchase or exchange any of the WBD Notes, as the Concurrent Paramount Offers are separate offers by Paramount being made only to the recipients of an offering memorandum or an offer to purchase, as applicable, in each case upon the terms and subject to the conditions set forth therein. The Concurrent Paramount Offers are being made solely by Paramount and not by WBD or the WBD Issuers. Participation in the Consent Solicitations is not conditioned on participation in the Concurrent Paramount Offers. Accordingly, holders of WBD Notes may deliver a consent in the applicable Consent Solicitation and, subject to the conditions set forth in the Consent Solicitation Statement, receive the Consent Payment (as defined below) on the Payment Date without participating in the Concurrent Paramount Offers. Information about each series of WBD Notes, including the consideration offered in the Consent Solicitations, is summarized below.Consideration per $/€1,000 principal amount of WBD Notes WBD Notes Class WBD Notes Issuer of WBD Notes Aggregate Principal Amount Outstanding CUSIP No. / Common Code / ISIN Eligible to Participate in Consent Solicitation and Concurrent Paramount Offers (1) (2) CUSIP No. / Common Code / ISIN Eligible to Participate in Consent Solicitation But Not Eligible to Participate in Concurrent Paramount Offers (1) (3) Consent Payment 1 3.950% Senior Notes due 2028 DCL Issuer $1,389,365,000 25470D BS7 US25470DBS71 25470D AR0 US25470DAR08 $2.50 in cash 1 4.125% Senior Notes due 2029 DCL Issuer $750,000,000 25470D CA5 US25470DCA54 25470D BF5 US25470DBF50 $2.50 in cash 1 3.625% Senior Notes due 2030 DCL Issuer $1,000,000,000 25470D CC1 US25470DCC11 25470D BJ7 US25470DBJ72 $2.50 in cash 1 5.000% Senior Notes due 2037 DCL Issuer $548,132,000 25470D BY4 US25470DBY40 25470DAS8 US25470DAS80 $2.50 in cash 1 6.350% Senior Notes due 2040 DCL Issuer $664,475,000 25470D BZ1 US25470DBZ15 25470D AD1 US25470DAD12 $2.50 in cash 1 4.950% Senior Notes due 2042 DCL Issuer $225,508,000 25470D BW8 US25470DBW83 25470D AG4 US25470DAG43 $2.50 in cash 1 4.875% Senior Notes due 2043 DCL Issuer $219,974,000 25470D BX6 US25470DBX66 25470D AJ8 US25470DAJ81 $2.50 in cash 1 5.200% Senior Notes due 2047 DCL Issuer $152,103,000 25470D BV0 US25470DBV01 25470D AT6 US25470DAT63 $2.50 in cash 1 5.300% Senior Notes due 2049 DCL Issuer $279,031,000 25470D BU2 US25470DBU28 25470D BG3 US25470DBG34 $2.50 in cash 2 3.755% Senior Notes due 2027 DGH Issuer $1,349,534,000 55903V BL6 US55903VBL62 55903VBK8 S55903VBK89 U55632 AM2 USU55632AM23 55903V BA0 US55903VBA08 55903V AG8 US55903VAG86 U55632 AD2 USU55632AD24 $2.50 in cash 2 4.054% Senior Notes due 2029 DGH Issuer $1,493,370,000 55903V BY8 US55903VBY83 55903VBX0 US55903VBX01 U55632 AT7 USU55632AT75 55903V BB8 US55903VBB80 55903V AJ2 US55903VAJ26 U55632 AE0 USU55632AE07 $2.50 in cash 2 4.279% Senior Notes due 2032 DGH Issuer $3,011,529,000 55903V BQ5 US55903VBQ59 55903V BP7 US55903VBP76 55903V BC6 US55903VBC63 55903V AL7 US55903VAL71 $2.50 in cashConsideration per $/€1,000 principal amount of WBD Notes WBD Notes Class WBD Notes Issuer of WBD Notes Aggregate Principal Amount Outstanding CUSIP No. / Common Code / ISIN Eligible to Participate in Consent Solicitation and Concurrent Paramount Offers (1) (2) CUSIP No. / Common Code / ISIN Eligible to Participate in Consent Solicitation But Not Eligible to Participate in Concurrent Paramount Offers (1) (3) Consent Payment 2 5.050% Senior Notes due 2042 DGH Issuer $4,300,842,000 55903V BW2 US55903VBW28 55903V BV4 US55903VBV45 U55632 AS9 USU55632AS92 55903V BD4 US55903VBD47 $2.50 in cash 2 5.141% Senior Notes due 2052 DGH Issuer $1,079,578,000 55903V BU6 US55903VBU61 55903V BT9 US55903VBT98 55903V BE2 US55903VBE20 $2.50 in cash 3 4.302% Senior Notes due 2030 DGH Issuer €301,077,000 XS3099830765 309983076 XS2821805533 282180553 €2.50 in cash 3 4.693% Senior Notes due 2033 DGH Issuer €395,568,000 XS3099829593 309982959 XS2721621154 272162115 €2.50 in cash __________ (1) No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the WBD Notes. Such identifiers are provided solely for the convenience of the holders. (2) Holders of WBD Notes bearing the identifier set forth in this column who validly deliver (and do not validly revoke) their consents in the applicable Consent Solicitation will receive a Temporary Identifier and are referred to herein as Eligible Consenting Holders and will be eligible to participate in the applicable Concurrent Paramount Offer. (3) Holders of WBD Notes bearing the identifier set forth in this column who validly deliver (and do not validly revoke) their consents in the applicable Consent Solicitation will not be eligible to participate in the Concurrent Paramount Offers and are referred to herein as Non-Eligible Consenting Holders. The Proposed Amendments with respect to each Existing WBD Indenture require the consents of holders of a majority in aggregate principal amount of the debt securities outstanding under such Existing WBD Indenture of all series affected by such Proposed Amendments, voting as a single class. The requisite consents for the Proposed Amendments with respect to each Existing WBD Indenture is referred to herein as the “Requisite Consents.” In the event the Requisite Consents with respect to all series outstanding under an Existing WBD Indenture are not obtained, the applicable WBD Issuer may still enter into a supplemental indenture with respect to any series of WBD Notes, or any combination of series of WBD Notes issued pursuant to the same Existing WBD Indenture, for which the aggregate consents received with respect to such series, or across such combination of series, represent a majority of all debt securities outstanding of such series or such combination of series, as applicable (the “Modified Requisite Consents”). The Requisite Consents or the Modified Requisite Consents, as applicable, would permit the Proposed Amendments to be effectuated not only with respect to all series within a Class of WBD Notes (or the applicable series within such Class in the case that the Modified Requisite Consents are received) for which a majority of holders of WBD Notes outstanding thereunder have consented (on a series- by-series basis), but also with respect to all other series within such Class issued pursuant to the same Existing WBD Indenture, so long as the consents of holders of a majority in aggregate principal amount across all series within such Class (or the applicable series within such Class in the case that the Modified Requisite Consents are received) that would be affected by such Proposed Amendments (voting as a single class) have been received. If the Requisite Consents or Modified Requisite Consents, at the sole election of the WBD Issuers, are received with respect to an Existing WBD Indenture, promptly following the Revocation Deadline (as defined below), the applicable WBD Issuer, guarantors, and trustee pursuant to the applicable Existing WBD Indenture are expected to execute a supplemental indenture to such Existing WBD Indenture to give effect to the Proposed Amendments. The failure to obtain the Requisite Consents or Modified Requisite Consents with respect to one Class or series of WBD Notes will not affectthe ability to enter into a supplemental indenture with respect to any other Class or series of WBD Notes, and the applicable WBD Issuer may extend the Consent Solicitations with respect to any Existing WBD Indenture, or any series of WBD Notes issued pursuant to such Existing WBD Indenture, as applicable, even if such WBD Issuer enters into a supplemental indenture to any other Existing WBD Indenture, or other series of WBD Notes issued pursuant to such Existing WBD Indenture, as applicable. All holders who validly deliver (and do not validly revoke) their consents in the applicable Consent Solicitation at or prior to 5:00 p.m., New York City time, on May 26, 2026 (the “Expiration Date”) will be eligible to receive, for each $1,000 or €1,000, as applicable, in aggregate principal amount of WBD Notes for which consents were validly delivered and accepted for purposes of establishing the Requisite Consents, or Modified Requisite Consents, as applicable, a consent fee of $2.50 or €2.50, as applicable, in cash (the “Consent Payment”). Consents to the Proposed Amendments may not be revoked from the applicable Consent Solicitation after the earlier of (i) the Expiration Date and (ii) the time at which the Requisite Consents or Modified Requisite Consents, as applicable, with respect to an Existing WBD Indenture have been received and accepted by the WBD Issuers, which may be prior to the Expiration Date, subject to applicable law. Upon the terms and subject to the conditions of the Consent Solicitations, the payment date for the Consent Solicitations will occur promptly after the Expiration Date (the “Payment Date”) and is expected to occur on or about May 29, 2026. In accordance with the Merger Agreement, Paramount intends to pay the Consent Payment in the Consent Solicitations and related fees and expenses on the WBD Issuers’ behalf using cash on hand. Paramount will fund all payments in connection with the Consent Solicitations regardless of whether the Acquisition is completed. None of WBD or the WBD Issuers have any obligation to pay the Consent Payment. Each Consent Solicitation is a separate solicitation, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in the WBD Issuers’ sole discretion, and without also consummating, amending, extending, terminating, or withdrawing the Consent Solicitation with respect to any other Class of WBD Notes. The WBD Issuers may terminate a Consent Solicitation if any of the conditions of such Consent Solicitation described in the Consent Solicitation are not satisfied or waived by the Expiration Date, subject to applicable law. In addition, the WBD Issuers may waive the conditions to a Consent Solicitation without extending such Consent Solicitation in accordance with applicable law. None of WBD, the WBD Issuers, the Solicitation Agents (as defined below), the Tabulation and Information Agent (as defined below), the trustees under each of the Existing WBD Indentures, or any affiliate of any of them makes any recommendation as to whether any holder of WBD Notes should deliver or refrain from delivering any consents in the Consent Solicitations. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to deliver consents in the Consent Solicitations. WBD has engaged Global Bondholder Services Corporation to act as the tabulation and information agent (the “Tabulation and Information Agent”) for the Consent Solicitations. The Consent Solicitation Statement is available at https://gbsc-usa.com/warnerbros. Questions concerning the Consent Solicitations, or requests for additional copies of the Consent Solicitation Statement or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at
[email protected]
. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Consent Solicitations. WBD has engaged BofA Securities and Citigroup as solicitation agents (in such capacity, the “Solicitation Agents”) for the Consent Solicitations. Holders with questions regarding the Consent Solicitations should contact BofA Securities at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or
[email protected]
or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 or
[email protected]
. This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation, or sale of any security or a solicitation of consents in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Consent Solicitations are being made only by, and pursuant to the terms of, the Consent Solicitation Statement, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Consent Solicitations. About Warner Bros. Discovery Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros.Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. Cautionary Note Concerning Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Acquisition and the other transactions referred to herein. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially. Risks and uncertainties include, but are not limited to: the WBD Issuers’ ability to satisfy the conditions to and complete the Consent Solicitations on the terms described herein or at all; the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of Paramount or WBD stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to Paramount’s and WBD’s streaming businesses; the adverse impact on Paramount’s and WBD’s respective advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount’s or WBD’s decisions to invest in new businesses, products, services, and technologies, and the evolution of Paramount’s or WBD’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of Paramount’s or WBD’s content; damage to Paramount’s or WBD’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining Paramount’s and WBD’s intellectual property rights; domestic and global political, economic and regulatory factors affecting Paramount’s or WBD’s businesses generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount’s or WBD’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies; litigation related to the Acquisition and other matters or transactions; risks associated with Paramount’s or WBD’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; and risks related to Paramount’s or WBD’s indebtedness, including Paramount’s or WBD’s substantial outstanding debt obligations, Paramount’s or WBD’s ability to incur substantially more debt and Paramount’s or WBD’s ability to meet the financial and other covenants contained in the agreements governing their respective indebtedness. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” Paramount’s most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and in WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” WBD’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, including in the section captioned “Cautionary Note Concerning Forward-Looking Statements,” and WBD’s subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events ordevelopments, except as required by law. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. ### Source: Warner Bros. Discovery, Inc.
19 May
8-K
Warner Bros. Discovery Reports First-Quarter 2026 Results Three Months Ended March 31, 2026 2025 % Change $ in millions Reported Ex-FX(*) Distribution $ 4,906 $ 4,886 — % (1) % Advertising 1,847 1,980 (7) % (8) % Content 1,887 1,866 1 % (2) % Other 253 247 2 % (1) % Total revenues $ 8,893 $ 8,979 (1) % (3) % Net (loss) income available to Warner Bros. Discovery, Inc. (2,916) (453) NM NM Adjusted EBITDA(*) 2,203 2,105 5 % — % Cash provided by operating activities (208) 553 NM Free cash flow(*) (476) 302 NM NM - Not Meaningful (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. Q1 2026 Highlights • Total revenues were $8.9 billion, a 3% ex-FX(1) decrease from the prior year quarter. • Distribution revenues were relatively unchanged compared to the prior year quarter, as dynamic underlying growth in global streaming subscribers was offset by continued domestic linear pay TV subscriber declines and the impact of the HBO Max domestic distribution deal renewal with a former related party, previously disclosed in the second quarter of 2025. • Advertising revenues decreased 8% ex-FX, as ad-lite streaming subscriber growth was more than offset by the absence of the NBA along with continued domestic linear audience declines. The absence of the NBA in the current year negatively impacted the year-over-year growth rate by 7% ex-FX. • Content revenues were relatively unchanged compared to the prior year quarter as higher intercompany content revenues at the Studios segment were offset by higher intercompany eliminations. • Net loss available to Warner Bros. Discovery, Inc. was $2.9 billion, which includes $1.3 billion of pre-tax acquisition- related amortization of intangibles, content fair value step-up, and restructuring expenses. Additionally net loss available to Warner Bros. Discovery, Inc. includes the $2.8 billion termination fee paid to Netflix. • PSKY paid Netflix the $2.8 billion on WBD’s behalf under the terms of the merger agreement. The amount is refundable to PSKY in certain circumstances, such as the termination of the PSKY merger agreement by WBD for a superior proposal or the violation of interim operating covenants, resulting in an obligation for WBD. • Total Adjusted EBITDA(2)(*) of $2.2 billion was relatively unchanged ex-FX compared to the prior year quarter, as growth in the Streaming and Studios segments was offset by a decline in the Global Linear Networks segment. • Cash provided by operating activities was $(208) million. Free cash flow(3)(*) was $(476) million. Free cash flow was unfavorably impacted by approximately $100 million of separation & transaction-related items. • Ended the first quarter with $30.1 billion of net debt(4)(*) and 3.4x net leverage(5)(*). Q1 2026 Earnings Press Release | May 6, 2026 1Streaming Segment Three Months Ended March 31, 2026 2025 % Change $ in millions Reported Ex-FX(*) Distribution $ 2,533 $ 2,329 9 % 7 % Advertising 284 237 20 % 19 % Subscriber-related revenues(*) 2,817 2,566 10 % 8 % Content 68 88 (23) % (27) % Other 2 2 — % — % Total revenues 2,887 2,656 9 % 7 % Costs of revenues (excluding depreciation & amortization) 1,864 1,824 2 % 2 % Selling, general and administrative 585 493 19 % 17 % Adjusted EBITDA $ 438 $ 339 29 % 17 % (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. Q1 2026 Highlights • Streaming revenues increased 7% ex-FX to $2,887 million compared to the prior year quarter. Subscriber-related revenues(6)(*) increased 8% ex-FX compared to the prior year quarter. • Distribution revenue increased 7% ex-FX, as a result of the continued growth in existing markets and global expansion of HBO Max, including new distribution deals, partially offset by the domestic distribution deal renewal with a former related party previously disclosed in the second quarter of 2025. • Advertising revenue increased 19% ex-FX, primarily driven by an increase in global ad-lite subscribers. The absence of the NBA in the current year negatively impacted the year-over-year growth rate by 5% ex-FX. • Content revenue decreased 27% ex-FX, due to the timing of third-party licensing deals. • Streaming operating expenses increased 6% ex-FX to $2,449 million compared to the prior year quarter. • Costs of revenues increased 2% ex-FX primarily driven by higher international content costs to support HBO Max launches, partially offset by shifts in the overall mix of programming. • SG&A increased 17% ex-FX, due to higher marketing tied to HBO Max international launches. • Streaming Adjusted EBITDA increased 17% ex-FX to $438 million compared to the prior year quarter. Q1 2026 Earnings Press Release | May 6, 2026 2Studios Segment Three Months Ended March 31, 2026 2025 % Change $ in millions Reported Ex-FX(*) Distribution $ 1 $ 1 — % — % Advertising — 1 NM NM Content 2,934 2,139 37 % 33 % Other 190 173 10 % 4 % Total revenues 3,125 2,314 35 % 31 % Costs of revenues (excluding depreciation & amortization) 1,679 1,413 19 % 17 % Selling, general and administrative 671 642 5 % 3 % Adjusted EBITDA $ 775 $ 259 199 % 156 % (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. Q1 2026 Highlights • Studios revenues increased 31% ex-FX to $3,125 million compared to the prior year quarter. • Content revenue increased 33% ex-FX. • TV revenue increased 58% ex-FX, primarily driven by higher intercompany content licensing due to the launch of HBO Max in international markets and higher third party licensing. • Theatrical revenue increased 21% ex-FX, driven by higher intercompany content licensing due to the launch of HBO Max in international markets. • Games revenue decreased 30% ex-FX, due to lower library revenues. • Studios operating expenses increased 13% ex-FX to $2,350 million compared to the prior year quarter. • Costs of revenues increased 17% ex-FX. • TV content expense increased 32% ex-FX primarily driven by higher intercompany content licensing. • Theatrical content expense increased 11% ex-FX due to higher intercompany content licensing and higher film impairments. • Games content expense decreased 43% ex-FX, primarily driven by lower library revenues. • SG&A increased 3% ex-FX, driven by higher marketing and overhead expenses. • Studios Adjusted EBITDA increased by $516 million, or 156% ex-FX, to $775 million compared to the prior year quarter. Q1 2026 Earnings Press Release | May 6, 2026 3Global Linear Networks Segment Three Months Ended March 31, 2026 2025 % Change $ in millions Reported Ex-FX(*) Distribution $ 2,373 $ 2,558 (7) % (8) % Advertising 1,570 1,758 (11) % (12) % Content 346 380 (9) % (9) % Other 88 78 13 % 13 % Total revenues 4,377 4,774 (8) % (9) % Costs of revenues (excluding depreciation & amortization) 2,084 2,327 (10) % (11) % Selling, general and administrative 659 654 1 % (1) % Adjusted EBITDA $ 1,634 $ 1,793 (9) % (10) % (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. Q1 2026 Highlights • Global Linear Networks revenues decreased 9% ex-FX to $4,377 million compared to the prior year quarter. • Distribution revenue decreased 8% ex-FX, primarily driven by a 10% decrease in domestic linear pay TV subscribers, partially offset by a 2% increase in domestic affiliate rates. • Advertising revenue decreased 12% ex-FX, primarily driven by the absence of the NBA in the current year quarter and 8% domestic audience declines. The absence of the NBA negatively impacted the year-over-year growth rate by 7% ex-FX. • Content revenue decreased 9% ex-FX, primarily due to the timing of third party licensing deals. • Global Linear Networks operating expenses decreased 9% ex-FX to $2,743 million compared to the prior year quarter. • Costs of revenues decreased 11% ex-FX, primarily driven by the absence of the NBA in the current year quarter. The absence of the NBA favorably impacted the year-over-year growth rate by 16% ex-FX. • SG&A remained relatively unchanged compared to the prior year quarter. • Global Linear Networks Adjusted EBITDA decreased 10% ex-FX to $1,634 million compared to the prior year quarter. Q1 2026 Earnings Press Release | May 6, 2026 4Corporate Three Months Ended March 31, 2026 2025 % Change $ in millions Reported Ex-FX(*) Adjusted EBITDA $ (269) $ (233) (15) % (13) % (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. • Corporate Adjusted EBITDA decreased by $36 million, primarily driven by a non-income tax reserve release in the prior year quarter. Inter-segment Eliminations Three Months Ended March 31, $ in millions 2026 2025 Total revenue eliminations $ (1,497) $ (765) Total expense eliminations (1,122) (712) Adjusted EBITDA $ (375) $ (53) Leverage and Liquidity • Ended Q1 with $3.3 billion of cash on hand, $33.4 billion of gross debt(7)(*), and 3.4x net leverage(5)(*). • The Company repaid $123 million of Senior Notes due during the first quarter. • As of March 31, 2026, the weighted average maturity of the Company's outstanding debt was 5.6 years with a weighted average cost of 6.0%. Excluding the bridge loan facility, the weighted average maturity of the Company’s outstanding debt was 9.8 years with a weighted average cost of 4.5%. • As of March 31, 2026, the Company’s $4.0 billion revolving credit facility was undrawn. Free Cash Flow Three Months Ended March 31, $ in millions 2026 2025 % Change Cash (used in) provided by operating activities $ (208) $ 553 NM Purchases of property and equipment (268) (251) 7 % Free cash flow(*) $ (476) $ 302 NM (*) A non-GAAP financial measure; see the section starting on page 11 titled Definitions & Sources for additional details. • Q1 2026 cash provided by operating activities decreased to $(208) million from $553 million in the prior year quarter. Free cash flow(3)(*) decreased to $(476) million from $302 million, primarily driven by higher net content investment, higher tax payments, and timing of working capital partially offset by lower interest payments. Free cash flow was unfavorably impacted by approximately $100 million of separation & transaction-related items. • As of March 31, 2026, the Company had $3,850 million drawn on its revolving receivables program, a $150 million increase vs. Q4. Q1 2026 Earnings Press Release | May 6, 2026 5Warner Bros. Discovery, Inc. Consolidated Statements of Operations Three Months Ended March 31, Unaudited; in millions, except per share amounts 2026 2025 Distribution $ 4,906 $ 4,886 Advertising 1,847 1,980 Content 1,887 1,866 Other 253 247 Total revenues 8,893 8,979 Costs of revenues, excluding depreciation and amortization 4,643 5,131 Selling, general and administrative 2,475 2,194 Netflix Termination Fee 2,800 — Depreciation and amortization 1,226 1,547 Restructuring and other charges 204 54 Impairments and loss on dispositions 14 90 Total costs and expenses 11,362 9,016 Operating loss (2,469) (37) Interest expense, net (581) (468) Loss on extinguishment of debt, net (27) (4) Loss from equity investees, net (5) (7) Other (expense) income, net (38) 82 Loss before income taxes (3,120) (434) Income tax benefit (expense) 214 (15) Net loss (2,906) (449) Net income attributable to noncontrolling interests (10) (8) Net loss attributable to redeemable noncontrolling interests — 4 Net loss available to Warner Bros. Discovery, Inc. $ (2,916) $ (453) Net loss per share available to Warner Bros. Discovery, Inc. Series A common stockholders: Basic $ (1.17) $ (0.18) Diluted $ (1.17) $ (0.18) Weighted average shares outstanding: Basic 2,492 2,462 Diluted 2,492 2,462 Q1 2026 Earnings Press Release | May 6, 2026 6Warner Bros. Discovery, Inc. Consolidated Balance Sheets Unaudited; in millions, except par value March 31, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 3,264 $ 4,566 Receivables, net 5,009 5,294 Prepaid expenses and other current assets 3,468 3,346 Total current assets 11,741 13,206 Film and television content rights and games 19,312 19,114 Property and equipment, net 6,642 6,685 Goodwill 25,874 25,933 Intangible assets, net 26,803 27,764 Other noncurrent assets 7,465 7,383 Total assets $ 97,837 $ 100,085 Liabilities and equity Current liabilities: Accounts payable $ 1,110 $ 1,093 Accrued liabilities 11,920 9,626 Deferred revenues 1,592 1,642 Current portion of debt 1,493 139 Total current liabilities 16,115 12,500 Noncurrent portion of debt 30,973 32,428 Deferred income taxes 5,873 6,383 Other noncurrent liabilities 11,169 11,608 Total liabilities 64,130 62,919 Commitments and contingencies Redeemable noncontrolling interests — 19 Warner Bros. Discovery, Inc. stockholders’ equity: Series A common stock: $0.01 par value; 10,800 and 10,800 shares authorized; 2,737 and 2,710 shares issued; and 2,507 and 2,480 shares outstanding 27 27 Preferred stock: $0.01 par value; 1,200 and 1,200 shares authorized, 0 shares issued and outstanding — — Additional paid-in capital 55,865 56,055 Treasury stock, at cost: 230 and 230 shares (8,244) (8,244) Accumulated deficit (14,428) (11,512) Accumulated other comprehensive loss (642) (407) Total Warner Bros. Discovery, Inc. stockholders’ equity 32,578 35,919 Noncontrolling interests 1,129 1,228 Total equity 33,707 37,147 Total liabilities and equity $ 97,837 $ 100,085 Q1 2026 Earnings Press Release | May 6, 2026 7Warner Bros. Discovery, Inc. Consolidated Statements of Cash Flows Three Months Ended March 31, Unaudited; in millions 2026 2025 Operating Activities Net loss $ (2,906) $ (449) Adjustments to reconcile net income to cash provided by operating activities: Content rights amortization and impairment 2,499 3,145 Depreciation and amortization 1,226 1,547 Deferred income taxes (513) (312) Share-based compensation expense 152 123 Impairments and loss on dispositions 14 90 Netflix Termination Fee accrual 2,800 — Other, net 119 17 Changes in operating assets and liabilities, net of acquisitions and dispositions: Receivables, net 246 288 Film and television content rights, games, and production payables, net (2,603) (2,846) Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities (1,033) (1,026) Foreign currency, prepaid expenses and other assets, net (209) (24) Cash (used in) provided by operating activities (208) 553 Investing Activities Purchases of property and equipment (268) (251) Proceeds from sales of investments — 11 Investments in and advances to equity investees (25) (14) Proceeds from asset dispositions — 66 Other investing activities, net 11 (7) Cash used in investing activities (282) (195) Financing Activities Principal repayments of debt, including premiums and discounts to par value (123) (3,665) Borrowings from debt, net of discount and issuance costs (16) 1,500 Distributions to noncontrolling interests and redeemable noncontrolling interests (129) (157) Proceeds from the formation of music catalog joint venture — 601 Borrowings under commercial paper program and revolving credit facility 261 695 Repayments under commercial paper program and revolving credit facility (261) (695) Cash paid to settle share-based awards, net (422) (117) Other financing activities, net (66) (57) Cash used in financing activities (756) (1,895) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (56) 95 Net change in cash, cash equivalents, and restricted cash (1,302) (1,442) Cash, cash equivalents, and restricted cash, beginning of period 4,570 5,416 Cash, cash equivalents, and restricted cash, end of period $ 3,268 $ 3,974 Q1 2026 Earnings Press Release | May 6, 2026 8Reconciliation of Net (Loss) Income to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization Three Months Ended March 31, Unaudited; in millions 2026 2025 Net loss available to Warner Bros. Discovery, Inc. $ (2,916) $ (453) Net loss attributable to redeemable noncontrolling interests — (4) Net income attributable to noncontrolling interests 10 8 Income tax (benefit) expense (214) 15 Loss before income taxes (3,120) (434) Other expense (income), net 38 (82) Loss from equity investees, net 5 7 Loss on extinguishment of debt, net 27 4 Interest expense, net 581 468 Operating Loss (2,469) (37) Depreciation and amortization 1,226 1,547 Impairment and amortization of fair value step-up for content 102 240 Restructuring and other charges 204 54 Employee share-based compensation 150 120 Netflix Termination Fee 2,800 — Transaction and integration costs 173 80 Impairments and loss on dispositions 14 90 Amortization of capitalized interest for content 3 6 Facility consolidation costs — 5 Adjusted EBITDA(*) $ 2,203 $ 2,105 (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Q1 2026 Earnings Press Release | May 6, 2026 92026 Outlook Warner Bros. Discovery, Inc. ("Warner Bros. Discovery", "WBD", the "Company", "we", "us", or "our" ) may provide forward-looking commentary in connection with this earnings announcement on its quarterly earnings conference call. Details on how to access the audio webcast are included below. Q1 2026 Prepared Earnings Remarks Conference Call Information In conjunction with this release, Warner Bros. Discovery will post a Shareholder Letter and host a conference call today, May 6, 2026 at 4:30 p.m. ET, to discuss its first quarter 2026 financial results. To access the Shareholder Letter and webcast of the earnings call, please visit the Investor Relations section of the Company's website at www.wbd.com. Cautionary Statement Concerning Forward-Looking Statements Information set forth in this communication constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. Forward-looking statements include, without limitation, statements about the benefits of the proposed transaction between WBD and Paramount Skydance Corporation (“PSKY”) (the “proposed transaction”), future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of WBD’s management and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; (3) the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; (4) risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; (5) risks related to litigation brought in connection with the proposed transaction; (6) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (7) effects of the announcement, pendency or completion of the proposed transaction on the ability of WBD to retain customers and retain and hire key personnel and maintain relationships with suppliers, distributors, advertisers, content providers, vendors and other business partners, and on its operating results and business generally; (8) negative effects of the announcement or the consummation of the proposed transaction on the market price of WBD common stock; (9) risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; (10) inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections; (11) the ability to obtain or consummate financing or refinancing related to the proposed transaction; and (12) the response of WBD or PSKY management to any of the aforementioned factors. WBD's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the proposed transaction. Discussions of additional risks and uncertainties are contained in WBD’s filings with the Securities and Exchange Commission, including but not limited to WBD’s most recent Annual Report on Form 10-K, reports on Form 10-Q and Form 8- K and the definitive proxy statement filed by WBD in connection with the proposed transaction. WBD is not under any obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this communication may also contain certain non-GAAP financial measures, identified with an "(*)". Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the financial schedules in this release and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. About Warner Bros. Discovery Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Contacts Media Robert Gibbs Joe Libonati (347) 268-3017 (917) 287-6763
[email protected]
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Investor Relations Peter Lee Gabriele Cattoni Sam Yates (212) 548-5907 (212) 752-8744 (212) 548-4907
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Q1 2026 Earnings Press Release | May 6, 2026 10Definitions and Sources for Warner Bros. Discovery, Inc. (1) Foreign Exchange Impacting Comparability: The impact of exchange rates on our business is an important factor in understanding period-to- period comparisons of our results. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. We believe the presentation of results on a constant currency basis (“ex-FX”), in addition to results reported in accordance with U.S. GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with U.S. GAAP. The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. For the 2026 period, the ex- FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the “2026 Baseline Rate”), and the prior year amounts translated at the same 2026 Baseline Rate. In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities, as well as realized and unrealized foreign currency transaction gains and losses. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies. (2) 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 and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) third-party transaction and integration costs, (vii) amortization of purchase accounting fair value step-up for content, (viii) amortization of capitalized interest for content, and (ix) other items impacting comparability. The Company uses this measure to assess the operating results and performance of the 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, 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. Integration costs include transformative system implementations and integrations, such as Enterprise Resource Planning systems, and may take several years to complete. The Company also excludes the depreciation of fixed assets and amortization of intangible assets, amortization of purchase accounting fair value step- up for content (which is included in consolidated costs of revenues), and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. We prospectively updated certain corporate allocations at the beginning of 2025. The impact to prior periods was immaterial. (3) 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. (4) Net debt: The Company defines net debt as gross debt of $33.4 billion, less cash, cash equivalents, and restricted cash of $3.3 billion. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. (5) Net leverage: The Company defines net leverage as the calculation where net debt (gross debt of $33.4 billion, less cash, cash equivalents, and restricted cash of $3.3 billion) is divided by the sum of the most recent four quarters Adjusted EBITDA of $8.8 billion. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. (6) Subscriber-related revenues: The Company defines subscriber-related revenues as the sum of distribution and advertising revenues in the Streaming segment. The Company uses subscriber-related revenues to monitor and evaluate the Company's streaming revenue performance. The Company believes this measure is relevant to investors as it highlights the revenue generation tied to the Company's streaming products. (7) Gross debt: The Company defines gross debt of $33.4 billion as total debt of $32.7 billion, plus finance leases of $654 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. Please refer to the Trending Schedules and Non-GAAP Reconciliations posted in the "Quarterly Results" section of the Company's investor relations website (https://ir.wbd.com) for the full reconciliation of net leverage. 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. Source: Warner Bros. Discovery, Inc. Q1 2026 Earnings Press Release | May 6, 2026 11
6 May
8-K
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
30 Apr
8-K
Submission of Matters to a Vote of Security Holders
23 Apr
8-K
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
16 Mar
8-K
PARAMOUNT TO ACQUIRE WARNER BROS. DISCOVERY TO FORM NEXT- GENERATION GLOBAL MEDIA AND ENTERTAINMENT COMPANY • The newly merged company will be well positioned to compete in the rapidly evolving entertainment industry where storytelling combined with world class technology expertise will be an important driver of value creation across the ecosystem and for shareholders • Investing in the world-class studios of Paramount and WBD, focusing on attracting and retaining the industry’s leading creative talent while expanding the supply of high-quality content for both the combined company’s platforms and third-party distribution platforms • Driving long-term growth by investing in and expanding our DTC business, powered by our combined world-class storytelling to reach more audiences and compete effectively with leading streaming services • Committed to producing a minimum of 30 theatrical films annually, delivering exceptional entertainment to audiences and driving long-term job growth across the film and creative industries • Paramount issuing $47 billion of new Class B shares at $16.02 per share, supported by a fully committed investment from the Ellison Family and RedBird Capital Partners • Transaction values WBD at enterprise value of $110 billion, representing a multiple of 7.5x on fully synergized 2026 EBITDA Los Angeles and New York, February 27, 2026 – Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) and Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“WBD”) today announced they have entered into a definitive merger agreement under which Paramount will acquire WBD, forming a premier global media and entertainment company focused on expanding consumer choice and empowering creative talent worldwide. Under the terms of the agreement, Paramount will pay $31.00 per share in cash for all outstanding shares of WBD. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in Q3 2026, subject to customary closing conditions, including regulatory clearances and approval by WBD shareholders, with a vote expected in the early spring of 2026. In the event the transaction has not closed by September 30, 2026, WBD shareholders will receive a $0.25 per share “ticking fee” for each quarter (measured daily) until closing. The merger unlocks innovative and compelling storytelling opportunities across the combined company’s best-in-class film and television studios, streaming and linear platforms. Together, Paramount and WBD will deliver greater choice for consumers through its leading streaming platforms with an exceptional intellectual property portfolio that has produced popular franchises such as Game of Thrones, Mission Impossible, Harry Potter, Top Gun, the DC Universe and SpongeBob SquarePants. David Ellison, Chairman and CEO of Paramount, a Skydance Corporation, said: “From the very beginning, our pursuit of Warner Bros. Discovery has been guided by a clear purpose: to honor the legacy of two iconic companies while accelerating our vision of building a next-generation media and entertainment company. By bringing together these world-class studios, our complementary streamingplatforms, and the extraordinary talent behind them, we will create even greater value for audiences, partners and shareholders — and we couldn’t be more excited for what’s ahead.” David Zaslav, President and CEO of Warner Bros. Discovery said: "I’m very pleased with the outcome we achieved for WBD shareholders and the entertainment industry. Our guiding principle throughout this process has been to secure a transaction that maximizes the value of our iconic assets and our century- old studio while delivering as much certainty as possible for our investors. We look forward to working with Paramount to complete this historic transaction.” Strategic and Financial Benefits of a Paramount-Warner Bros. Discovery Merger • Hollywood Champion: We will invest in expanding the creative engines at the core of both WBD and Paramount. We will maintain both studios while prioritizing the attraction and retention of world- class creative talent, strengthening our ability to deliver a broad pipeline of high-quality content, including 15 theatrical feature films per year per studio, for our combined platforms and third-party distribution partners. • Establishes a Global Streaming Competitor: By uniting the strengths of Paramount and WBD, we will create a premier direct-to-consumer platform with enhanced reach, engagement, and monetization capabilities – positioning the combined company to increase competition while accelerating subscriber growth, deepening engagement, and driving significant long-term profitability. • Pro-Competition: The combination of Paramount+, HBO Max and Pluto creates a highly competitive DTC business that expands both consumer choice and opportunities for creative talent and labor. The deal will deliver compelling value for both content suppliers and consumers – establishing another strong, credible competitor in today’s streaming marketplace. • Transaction Supports a Competitive Theatrical and Content Distribution Ecosystem: o Every film will receive a full theatrical release, with a minimum 45-day window globally before becoming available on paid video-on-demand (VOD), with the intention of 60-90 days or more to maximize the audience for our most successful releases. o Both studios will continue to support a vibrant third-party ecosystem by licensing their films and shows across their own and third-party platforms, while remaining active buyers of content from third-party studios and independent producers. o Following its theatrical run, each film will transition to the current industry standard home video window, preserving paid video-on-demand prior to availability on subscription streaming services. o Paramount will continue to adhere to specific windowing regimes in geographies it operates in, including in France where Paramount maintains its windowing commitments. • A Compelling Portfolio of IP and Content: The combined company will own a film library of more than 15,000 titles and thousands of hours of television programming. It will be home to many of the world’s most iconic and enduring franchises, including Harry Potter, Mission Impossible, Lord of the Rings, Game of Thrones, the DC Universe, Teenage Mutant Ninja Turtles, Transformers, Star Trek and SpongeBob SquarePants. • Broad Sports Rights Portfolio: The merged company will hold one of the industry’s most compelling and competitive portfolios of sports rights, including: the NFL, Olympics, UFC, PGA Tour, NHL, Big Ten and Big 12 Football, NCAA College Basketball, and Champions League, with the ability to distribute these rights collectively across all of our platforms, thereby giving sports fans easier access to more of the content they want in one place.• Stronger Linear Networks: A complementary portfolio of cable networks spanning entertainment, sports and news will significantly improve cash flow, unlock efficiencies, and strengthen our ability to manage linear market pressures. It also creates a more compelling, unified platform for advertisers through integrated cross-channel sales and activation opportunities. • Diverse International Portfolio: A presence in over 200 countries and territories, including cable and free-to-air networks, that will provide more opportunities for world class storytelling – including local production – to be seen globally and allow us to continue to serve local audiences around the world with the best stories across TV, film, sports, and news. • Technology to Create Stronger Infrastructure Backbone and Improved User Interface: By streamlining the technological underpinning of every aspect of the combined company’s businesses, we will improve the user experience, generate financial and operating efficiencies and eliminate redundancies. • Well-Positioned to Invest in Growth: The pro forma balance sheet and cash flow will enable continued investment in growth initiatives, as demonstrated by the marquee deals announced by Paramount since the close of the Skydance merger, including: Trey Parker and Matt Stone of South Park, the UFC, the Duffer Brothers and Activision, among others. The combined company’s resources and backing of Paramount’s committed investors will support increased investment in content generation, reinvigorating the media industry and enhancing competition to the benefit of talent and labor. Transaction Highlights Paramount will acquire 100% of WBD for $31 per share in cash, plus the “ticking fee”, valuing WBD at $81 billion in equity value and $110 billion in enterprise value. Paramount expects that the acquisition will yield over $6 billion in synergies, which are driven by a combination of: technology integration (such as migrating the combined company to a single enterprise resource planning system and consolidating streaming technology stacks), corporate-wide efficiencies, including procurement savings, optimizing the combined real estate footprint, and otherwise streamlining operational efficiencies. On a fully synergized basis, this values WBD at 7.5x 2026 EBITDA. At closing, we expect to have a net debt-to-EBITDA of 4.3x on a synergized basis, with a clear path to investment grade credit metrics within three years of closing. The transaction is funded by $47 billion in equity, fully backed by the Ellison Family and RedBird Capital Partners. At closing, the equity may include other strategic and financial partners. Under the terms of the equity commitments, new shares of Class B Paramount stock will be issued at a price of $16.02 per share. The terms of this equity investment were decided by a Special Committee of the Board of Directors of Paramount comprised of independent directors with independent legal and financial advisors. In addition to the new cash equity investment, the transaction is backed by $54 billion of debt commitments from Bank of America, Citigroup, and Apollo, which includes $15 billion to backstop WBD’s existing bridge facility and $39 billion of incremental new debt. The $54 billion excludes $3.5 billion of bridge financing from these institutions to backstop our existing $3.5 billion revolving credit facility. In addition, existing Paramount stockholders will have the opportunity to participate in a rights offering of up to $3.25 billion of Class B Paramount stock alongside the new equity investment, which is expected to occur nearer the closing date, at a price of $16.02 per share. The proposed transaction between Paramount and WBD is not subject to any financing conditions.In connection with the entry into the merger agreement, Paramount has terminated its all-cash tender offer to acquire all outstanding shares of WBD. Centerview Partners LLC and RedBird Advisors are acting as lead financial advisors to Paramount, and Bank of America Securities, Citi, M. Klein & Company and LionTree Advisors are also acting as financial advisors. Cravath, Swaine & Moore LLP and Latham & Watkins LLP are acting as legal counsel to Paramount. Latham & Watkins LLP is also acting as legal counsel to the investor consortium, including the Ellison Family. Allen & Company, J.P. Morgan and Evercore are serving as financial advisors to WBD and Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP are serving as legal counsel. Barclays Capital are acting as financial advisors to the Special Committee of the Board of Directors of Paramount and Cleary, Gottlieb, Steen & Hamilton LLP are serving as legal counsel. Conference Call and Webcast Paramount will conduct a conference call and webcast on Monday, March 2 at 8:30am ET to discuss its merger agreement with WBD. The webcast link and dial-in information will be made available on Paramount’s Investor Relations homepage at ir.paramount.com prior to the call. An audio replay of the call will be available in the Events and Webcasts section of Paramount's Investors homepage. *** About Paramount, a Skydance Corporation Paramount, a Skydance Corporation is a leading, next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. Paramount’s portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS – America’s most-watched broadcast network, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Paramount TV, and Skydance’s Animation, Film, Television, Interactive/Games, and Sports divisions. For more information, visit paramount.com. About Warner Bros. Discovery Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of Warner Bros. Discovery, Inc. (“WBD”) by Paramount Skydance Corporation (“Paramount”). In connection with the proposed transaction, WBD intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including WBD’s proxy statement in preliminary and definitive form. INVESTORS AND STOCKHOLDERS OF WBD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING WBD’S PROXY STATEMENT (WHEN IT IS AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and stockholders of WBD are or will be able to obtainthese documents (when they are available) free of charge from the SEC’s website at www.sec.gov, or free of charge from WBD under the “SEC Filings” section of WBD’s website at https://ir.wbd.com. Participants in the Solicitation Paramount and WBD and certain of their respective directors and executive officers, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from security holders of WBD in connection with the proposed transaction. Information about the directors and executive officers of Paramount is set forth in its Current Reports on Form 8-K filed with the SEC on August 7, 2025, September 16, 2025 and January 14, 2026 and in its Annual Report on Form 10-K filed with the SEC on February 25, 2026. Information about WBD’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2024, under the heading “Executive Officers of Warner Bros. Discovery, Inc.,” and its definitive proxy statement filed with the SEC on April 23, 2025, under the heading “Proposal 1: Election of Directors.” To the extent holdings of WBD’s securities by its directors or executive officers has changed since the amounts set forth in such 2025 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or Statements of Changes of Beneficial Ownership of Securities on Form 4 filed with the SEC. Investors and stockholders of Paramount or WBD are or will be able to obtain these documents free of charge from the SEC’s website at www.sec.gov, from Paramount on Paramount’s website at https://ir.paramount.com/sec-filings/paramount, from WBD on WBD’s website at https://ir.wbd.com or on request from Paramount or WBD, as applicable. Additional information concerning the interests of WBD’s participants in the solicitation, which may, in some cases, be different than those of WBD’s stockholders generally, will be set forth in WBD’s proxy statement relating to the proposed transaction when it becomes available. Cautionary Note Concerning Forward-Looking Statements This communication contains “forward-looking statements” regarding the potential acquisition of WBD. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount or WBD. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the acquisition will not be satisfied, including the risk that clearances under the Hart-Scott-Rodino Antitrust Improvements Act or other applicable antitrust laws will not be obtained; uncertainty as to the percentage of WBD stockholders that will vote to approve the proposed transaction at the applicable WBD stockholder meeting; the possibility that the transaction will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of Paramount or WBD during the pendency of the transaction, such as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to Paramount’s streaming business; the adverse impact on Paramount’s advertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount’s decisions to invest in new businesses, products, services and technologies, and the evolution of Paramount’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of Paramount’s content; damage to Paramount’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining Paramount’s intellectual property rights; domestic and global political, economic and regulatory factors affecting Paramount’s businesses generally; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated synergies; litigation relating to the transactions contemplated by the transaction agreement entered into on July 7, 2024, between Paramount Global and Skydance Media, LLC, potentially resulting in substantial costs; volatility in the price of Paramount’s Class B common stock;the effect Paramount’s dual-class capital structure and the concentrated ownership may have on the price of its Class B common stock or business; risks related to a private sale of a controlling interest in Paramount, including that Paramount’s stockholders may not realize any change of control premium on shares of Paramount’s Class B common stock and that Paramount may become subject to the control of a presently unknown third party; risks associated with Paramount’s status as a “controlled company” under Nasdaq rules, including its exemption from certain corporate governance requirements; risks associated with the lack of voting rights of Paramount’s Class B common stock; risks that anti-takeover provisions in Paramount’s amended and restated certificate of incorporation (“Charter”) and amended and restated bylaws, and under Delaware law, could deter, delay, or prevent a change of control; risks that exclusive forum provisions in Paramount’s Charter could limit a stockholder’s choice of forum for certain claims and discourage lawsuits against Paramount’s directors and officers; risks that corporate opportunity provisions in Paramount’s Charter could permit certain persons to pursue competitive opportunities that might otherwise be available to Paramount; and risks associated with Paramount’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025, including in the section captioned “Item 1A. Risk Factors” and in WBD’s most recently filed Quarterly Report on Form 10-Q and WBD’s subsequent filings with the SEC. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, https://ir.paramount.com/sec-filings/paramount, https://ir.wbd.com or on request from Paramount or WBD. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.
27 Feb
8-K
Warner Bros. Discovery Reports Fourth-Quarter and Full-Year 2025 Results Three Months Ended December 31, Twelve Months Ended December 31, 2025 2024 % Change 2025 2024 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Distribution $ 4,789 $ 4,917 (3) % (3) % $ 19,262 $ 19,701 (2) % (2) % Advertising 1,703 1,830 (7) % (9) % 7,306 8,090 (10) % (11) % Content 2,661 2,909 (9) % (10) % 9,647 10,297 (6) % (7) % Other 307 371 (17) % (21) % 1,081 1,233 (12) % (15) % Total revenues $ 9,460 $ 10,027 (6) % (7) % $ 37,296 $ 39,321 (5) % (5) % Net (loss) income available to Warner Bros. Discovery, Inc. (252) (494) (49) % NM 727 (11,311) NM NM Adjusted EBITDA(*) 2,216 2,722 (19) % (20) % 8,744 9,032 (3) % (3) % Cash provided by operating activities 1,804 2,715 (34) % 4,319 5,375 (20) % Free cash flow(*) 1,383 2,429 (43) % 3,088 4,427 (30) % NM - Not Meaningful (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details. Q4 2025 Highlights • Total revenues were $9.5 billion, a 7% ex-FX(1) decrease from the prior year quarter. • Distribution revenues decreased 3% ex-FX, as dynamic underlying growth in global streaming subscribers was more than offset by continued domestic linear pay TV subscriber declines and the impact of the HBO Max domestic distribution deal renewal with a former related party previously disclosed in Q2. • Advertising revenues decreased 9% ex-FX, as ad-lite streaming subscriber growth was more than offset by domestic linear audience declines. The absence of the NBA in the current year negatively impacted the year-over-year growth rate by 4% ex-FX. • Content revenues decreased 10% ex-FX, primarily driven by lower content sales due to the timing of renewals at the Studios and Global Linear Networks segments. • Net loss available to Warner Bros. Discovery, Inc. was $252.0 million, which includes $1.3 billion of pre-tax acquisition-related amortization of intangibles, content fair value step-up, and restructuring expenses. • Total Adjusted EBITDA(2)(*) was $2.2 billion, a 20% ex-FX decrease compared to the prior year quarter, primarily driven by a decline in the Global Linear Networks segment. • Cash provided by operating activities was $1.8 billion. Free cash flow(3)(*) was $1.4 billion. Free cash flow was unfavorably impacted by approximately $600 million of separation & transaction related items. • Ended the quarter with 131.6 million streaming subscribers(4), an increase of 3.5 million subscribers vs. Q3. FY 2025 Highlights • Total revenues were $37.3 billion, a 5% ex-FX decrease from the prior year. • Distribution revenues decreased 2% ex-FX, as dynamic underlying growth in global streaming subscribers was more than offset by continued domestic linear pay TV subscriber declines and the impact of the HBO Max domestic distribution deal renewal with a former related party previously disclosed in Q2. • Advertising revenues decreased 11% ex-FX, as ad-lite streaming subscriber growth was more than offset by domestic linear audience declines. • Content revenues decreased 7% ex-FX, primarily driven by the sublicensing of Olympic sports rights to broadcast networks throughout Europe in the prior year partially offset by the stronger performance of the theatrical releases in the current year. • Net income available to Warner Bros. Discovery, Inc. was $727.0 million, which includes $5.8 billion of pre-tax acquisition-related amortization of intangibles, content fair value step-up, and restructuring expenses. • Total Adjusted EBITDA was $8.7 billion, a 3% ex-FX decrease compared to the prior year, primarily due to a decline in the Global Linear Networks segment partially offset by growth in the Streaming and Studios segments. • Cash provided by operating activities was $4.3 billion. Free cash flow was $3.1 billion. Free cash flow was unfavorably impacted by approximately $1,350 million of separation & transaction related items. • Ended the year with $29.0 billion of net debt(5)(*) and 3.3x net leverage(6)(*). Q4 2025 Earnings Press Release | February 26, 2026 1Summary Segment Financial Information Revenues Three Months Ended December 31, Twelve Months Ended December 31, 2025 2024 % Change 2025 2024 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Streaming $ 2,794 $ 2,651 5 % 4 % $ 10,876 $ 10,313 5 % 5 % Studios 3,183 3,657 (13) % (14) % 12,619 11,607 9 % 8 % Streaming & Studios eliminations (426) (971) NM NM (3,124) (2,129) NM NM Streaming & Studios(7) 5,551 5,337 4 % 3 % 20,371 19,791 3 % 3 % Global Linear Networks 4,196 4,768 (12) % (13) % 17,656 20,175 (12) % (13) % Corporate — 2 NM NM 2 8 (75) % (75) % Other inter-segment eliminations (287) (80) NM NM (733) (653) NM NM Total revenues $ 9,460 $ 10,027 (6) % (7) % $ 37,296 $ 39,321 (5) % (5) % (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details. Adjusted EBITDA Three Months Ended December 31, Twelve Months Ended December 31, 2025 2024 % Change 2025 2024 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Streaming $ 393 $ 409 (4) % (7) % $ 1,370 $ 677 102 % 115 % Studios 728 950 (23) % (27) % 2,545 1,652 54 % 52 % Streaming & Studios eliminations 37 (266) NM NM (419) (202) NM NM Streaming & Studios(7) 1,158 1,093 6 % 2 % 3,496 2,127 64 % 66 % Global Linear Networks 1,405 1,917 (27) % (27) % 6,412 8,149 (21) % (21) % Corporate (289) (333) 13 % 16 % (1,096) (1,260) 13 % 15 % Other inter-segment eliminations (58) 45 NM NM (68) 16 NM NM Total Adjusted EBITDA $ 2,216 $ 2,722 (19) % (20) % $ 8,744 $ 9,032 (3) % (3) % (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details. Q4 2025 Earnings Press Release | February 26, 2026 2Streaming Segment Three Months Ended December 31, Twelve Months Ended December 31, 2025 2024 % Change 2025 2024 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Distribution $ 2,388 $ 2,315 3 % 2 % $ 9,444 $ 9,022 5 % 5 % Advertising 278 235 18 % 17 % 1,032 855 21 % 20 % Subscriber-related revenues(*) 2,666 2,550 5 % 4 % 10,476 9,877 6 % 6 % Content 119 99 20 % 18 % 388 428 (9) % (10) % Other 9 2 NM NM 12 8 50 % 50 % Total revenues 2,794 2,651 5 % 4 % 10,876 10,313 5 % 5 % Costs of revenues (excluding depreciation & amortization) 1,875 1,760 7 % 7 % 7,401 7,459 (1) % (1) % Selling, general and administrative 526 482 9 % 7 % 2,105 2,177 (3) % (4) % Adjusted EBITDA $ 393 $ 409 (4) % (7) % $1,370 $677 102 % 115 % In millions Q4 2025 Q3 2025 Q4 2024 ARPU in $ Q4 2025 Q3 2025 Q4 2024 Domestic subscribers 59.2 58.0 57.1 Domestic ARPU $ 10.45 $ 10.40 $ 11.77 International subscribers 72.4 70.0 59.8 International ARPU $ 4.00 $ 3.70 $ 3.74 Global streaming subscribers 131.6 128.0 116.9 Global ARPU $ 6.80 $ 6.64 $ 7.44 (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details. Domestic includes the U.S. and Canada. Subscriber counts in the above table are rounded and minor differences in totals may exist. Q4 2025 Highlights • Global streaming subscribers were 131.6 million, an increase of 3.5 million global subscribers vs. Q3. • Streaming revenues increased 4% ex-FX to $2,794 million compared to the prior year quarter. Subscriber-related revenues(8)(*) increased 4% ex-FX compared to the prior year quarter. • Distribution revenue increased 2% ex-FX, as a result of a 13% increase in subscribers following the continued growth and global expansion of HBO Max, including new distribution deals, partially offset by the domestic distribution deal renewal with a former related party previously disclosed in Q2. • Advertising revenue increased 17% ex-FX, primarily driven by an increase in ad-lite subscribers, partially offset by the absence of the NBA in the current year quarter. The absence of the NBA in the current year negatively impacted the year-over-year growth rate by 3% ex-FX. • Global streaming ARPU(9) decreased 9% ex-FX to $6.80, primarily attributable to a 11% decrease in domestic streaming ARPU to $10.45 and growth in lower ARPU international markets. The decrease in domestic streaming ARPU was primarily driven by the impact of the domestic distribution deal renewal with a former related party previously disclosed in Q2. • Content revenue increased 18% ex-FX, driven by the timing of domestic third-party content sales partially offset by lower international third-party licensing as a result of the launch of HBO Max in new international markets. • Streaming operating expenses increased 7% ex-FX to $2,401 million compared to the prior year quarter. • Costs of revenues increased 7% ex-FX primarily driven by higher content costs to support the global expansion of HBO Max and the timing of programming releases. • SG&A increased 7% ex-FX, largely due to higher marketing costs. • Streaming Adjusted EBITDA decreased 7% ex-FX to $393 million compared to the prior year quarter. Q4 2025 Earnings Press Release | February 26, 2026 3Studios Segment Three Months Ended December 31, Twelve Months Ended December 31, 2025 2024 % Change 2025 2024 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Distribution $ 4 $ (6) NM NM $ 8 $ 8 — % — % Advertising — — NM NM 1 5 (80) % (80) % Content 2,899 3,394 (15) % (16) % 11,740 10,717 10 % 9 % Other 280 269 4 % — % 870 877 (1) % (3) % Total revenues 3,183 3,657 (13) % (14) % 12,619 11,607 9 % 8 % Costs of revenues (excluding depreciation & amortization) 1,872 2,174 (14) % (14) % 7,397 7,530 (2) % (2) % Selling, general and administrative 583 533 9 % 8 % 2,677 2,425 10 % 10 % Adjusted EBITDA $ 728 $ 950 (23) % (27) % $ 2,545 $ 1,652 54 % 52 % (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details. Q4 2025 Highlights • Studios revenues decreased 14% ex-FX to $3,183 million compared to the prior year quarter. • Content revenue decreased 16% ex-FX. • Theatrical revenue decreased 11% ex-FX, as a result of lower content sales and lower box office revenues due to no releases in the current year quarter. • TV revenue decreased 18% ex-FX, primarily driven by the timing of intersegment content renewals. • Games revenue decreased 34% ex-FX, primarily driven by higher carryover in the prior year quarter. • Studios operating expenses decreased 10% ex-FX to $2,455 million compared to the prior year quarter. • Costs of revenues decreased 14% ex-FX. • Theatrical content expense decreased 6% ex-FX due to lower box office revenues. • TV content expense decreased 18% ex-FX primarily driven by the timing of intersegment content renewals. • Games content expense decreased 46% ex-FX, primarily driven by higher carryover and $50 million of impairments in the prior year quarter. • SG&A increased 8% ex-FX, driven by higher overhead costs partially offset by lower theatrical marketing. • Studios Adjusted EBITDA decreased 27% ex-FX to $728 million compared to the prior year quarter. Q4 2025 Earnings Press Release | February 26, 2026 4Global Linear Networks Segment Three Months Ended December 31, Twelve Months Ended December 31, 2025 2024 % Change 2025 2024 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Distribution $ 2,397 $ 2,610 (8) % (8) % $ 9,819 $ 10,680 (8) % (8) % Advertising 1,435 1,615 (11) % (14) % 6,332 7,306 (13) % (14) % Content 311 452 (31) % (32) % 1,195 1,848 (35) % (35) % Other 53 91 (42) % (45) % 310 341 (9) % (11) % Total revenues 4,196 4,768 (12) % (13) % 17,656 20,175 (12) % (13) % Costs of revenues (excluding depreciation & amortization) 2,040 2,150 (5) % (6) % 8,479 9,238 (8) % (8) % Selling, general and administrative 751 701 7 % 5 % 2,765 2,788 (1) % (2) % Adjusted EBITDA $ 1,405 $ 1,917 (27) % (27) % $ 6,412 $ 8,149 (21) % (21) % (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details. Q4 2025 Highlights • Global Linear Networks revenues decreased 13% ex-FX to $4,196 million compared to the prior year quarter. • Distribution revenue decreased 8% ex-FX, primarily driven by a 10% decrease in domestic linear pay TV subscribers, partially offset by a 3% increase in domestic affiliate rates. • Advertising revenue decreased 14% ex-FX, primarily driven by domestic audience declines of 22% and the absence of the NBA in the current year. The absence of the NBA in the current year negatively impacted the year-over-year growth rate by 4% ex-FX. • Content revenue decreased 32% ex-FX, primarily due to the timing of third-party licensing deals. • Global Linear Networks operating expenses decreased 2% ex-FX to $2,791 million compared to the prior year quarter. • Costs of revenues decreased 6% ex-FX, primarily driven by the absence of the NBA in the current year quarter, partially offset by higher domestic sports costs. • SG&A increased 5% ex-FX, primarily driven by higher marketing costs. • Global Linear Networks Adjusted EBITDA decreased 27% ex-FX to $1,405 million compared to the prior year quarter. Q4 2025 Earnings Press Release | February 26, 2026 5Corporate Three Months Ended December 31, Twelve Months Ended December 31, 2025 2024 % Change 2025 2024 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Adjusted EBITDA $ (289) $ (333) 13 % 16 % $ (1,096) $ (1,260) 13 % 15 % (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details. • Corporate Adjusted EBITDA improved by $44 million, primarily driven by lower corporate overhead costs. Inter-segment Eliminations Three Months Ended December 31, Twelve Months Ended December 31, $ in millions 2025 2024 2025 2024 Total revenue eliminations $ (713) $ (1,051) $ (3,857) $ (2,782) Total expense eliminations (692) (830) (3,370) (2,596) Adjusted EBITDA $ (21) $ (221) $ (487) $ (186) Leverage and Liquidity • Ended Q4 with $4.6 billion of cash on hand, $33.5 billion of gross debt(10)(*), and 3.3x net leverage(6)(*). • The Company repaid $1.0 billion of the bridge loan facility during the fourth quarter. • As of December 31, 2025, the weighted average maturity of the Company's outstanding debt was 5.9 years with a weighted average cost of 5.8%. Excluding the bridge loan facility, the weighted average maturity of the Company’s outstanding debt was 10.0 years with a weighted average cost of 4.5%. • As of December 31, 2025, the Company’s $4.0 billion revolving credit facility was undrawn. • On February 18, 2026, the Company extended the maturity on the bridge loan facility to the earlier of June 30, 2027 and the date of the separation. Free Cash Flow Three Months Ended December 31, Twelve Months Ended December 31, $ in millions 2025 2024 % Change 2025 2024 % Change Cash provided by operating activities $ 1,804 $ 2,715 (34) % $ 4,319 $ 5,375 (20) % Purchases of property and equipment (421) (286) 47 % (1,231) (948) (30) % Free cash flow(*) $ 1,383 $ 2,429 (43) % $ 3,088 $ 4,427 (30) % (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details. • Q4 2025 cash provided by operating activities decreased to $1,804 million from $2,715 million in the prior year quarter. Free cash flow(3)(*) decreased to $1,383 million from $2,429 million, primarily driven by approximately $600 million of separation & transaction related items, lower Adjusted EBITDA, and timing of working capital, partially offset by the timing of net content investment. • As of December 31, 2025, the Company had $3,700 million drawn on its revolving receivables program, a $304 million decrease vs. Q3 and a $937 million decrease year-over-year. Q4 2025 Earnings Press Release | February 26, 2026 6Warner Bros. Discovery, Inc. Consolidated Statements of Operations Three Months Ended December 31, Twelve Months Ended December 31, Unaudited; in millions, except per share amounts 2025 2024 2025 2024 Distribution $ 4,789 $ 4,917 $ 19,262 $ 19,701 Advertising 1,703 1,830 7,306 8,090 Content 2,661 2,909 9,647 10,297 Other 307 371 1,081 1,233 Total revenues 9,460 10,027 37,296 39,321 Costs of revenues, excluding depreciation and amortization 5,223 5,527 20,885 22,970 Selling, general and administrative 2,386 2,218 9,418 9,296 Depreciation and amortization 1,315 1,643 5,684 7,037 Restructuring and other charges 177 286 399 447 Impairments and loss on dispositions 10 191 172 9,603 Total costs and expenses 9,111 9,865 36,558 49,353 Operating income (loss) 349 162 738 (10,032) Interest expense, net (584) (490) (2,085) (2,017) (Loss) gain on extinguishment of debt, net (8) 42 2,945 632 Income (loss) from equity investees, net (39) (32) (24) (121) Other income (expense), net (126) (38) 65 150 Income (loss) before income taxes (408) (356) 1,639 (11,388) Income tax (expense) benefit 161 (284) (890) (94) Net (loss) income (247) (640) 749 (11,482) Net income attributable to noncontrolling interests (5) 149 (24) 129 Net loss (income) attributable to redeemable noncontrolling interests — (3) 2 42 Net (loss) income available to Warner Bros. Discovery, Inc. $ (252) $ (494) $ 727 $ (11,311) Net (loss) income per share available to Warner Bros. Discovery, Inc. Series A common stockholders: Basic $ (0.10) $ (0.20) $ 0.29 $ (4.62) Diluted $ (0.10) $ (0.20) $ 0.29 $ (4.62) Weighted average shares outstanding: Basic 2,481 2,454 2,475 2,450 Diluted 2,481 2,454 2,530 2,450 Q4 2025 Earnings Press Release | February 26, 2026 7Warner Bros. Discovery, Inc. Consolidated Balance Sheets Unaudited; in millions, except par value December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 4,566 $ 5,312 Receivables, net 5,294 4,947 Prepaid expenses and other current assets 3,346 3,819 Total current assets 13,206 14,078 Film and television content rights and games 19,114 19,102 Property and equipment, net 6,685 6,087 Goodwill 25,933 25,667 Intangible assets, net 27,764 32,299 Other noncurrent assets 7,383 7,327 Total assets $ 100,085 $ 104,560 Liabilities and equity Current liabilities: Accounts payable $ 1,093 $ 1,055 Accrued liabilities 9,626 10,438 Deferred revenues 1,642 1,569 Current portion of debt 139 2,748 Total current liabilities 12,500 15,810 Noncurrent portion of debt 32,428 36,757 Deferred income taxes 6,383 6,985 Other noncurrent liabilities 11,608 10,070 Total liabilities 62,919 69,622 Commitments and contingencies Redeemable noncontrolling interests 19 109 Warner Bros. Discovery, Inc. stockholders’ equity: Series A common stock: $0.01 par value; 10,800 and 10,800 shares authorized; 2,710 and 2,684 shares issued; and 2,480 and 2,454 shares outstanding 27 27 Preferred stock: $0.01 par value; 1,200 and 1,200 shares authorized, 0 shares issued and outstanding — — Additional paid-in capital 56,055 55,560 Treasury stock, at cost: 230 and 230 shares (8,244) (8,244) Accumulated deficit (11,512) (12,239) Accumulated other comprehensive loss (407) (1,067) Total Warner Bros. Discovery, Inc. stockholders’ equity 35,919 34,037 Noncontrolling interests 1,228 792 Total equity 37,147 34,829 Total liabilities and equity $ 100,085 $ 104,560 Q4 2025 Earnings Press Release | February 26, 2026 8Warner Bros. Discovery, Inc. Consolidated Statements of Cash Flows Twelve Months Ended December 31, Unaudited; in millions 2025 2024 Operating Activities Net income (loss) $ 749 $ (11,482) Adjustments to reconcile net income to cash provided by operating activities: Content rights amortization and impairment 11,855 13,946 Content restructuring impairments and write-offs — 165 Depreciation and amortization 5,684 7,037 Deferred income taxes (710) (1,732) Equity in losses of equity method investee companies and cash distributions 75 167 Gain on extinguishment of debt (2,945) (632) Share-based compensation expense 769 557 Impairments and loss on dispositions 172 9,603 Gain from derivative instruments, net (93) (16) Gain on sale of investments (4) (227) Other, net 69 115 Changes in operating assets and liabilities, net of acquisitions and dispositions: Receivables, net (336) 1,012 Film and television content rights, games, and production payables, net (11,401) (12,349) Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities 108 (529) Foreign currency, prepaid expenses and other assets, net 327 (260) Cash provided by operating activities 4,319 5,375 Investing Activities Purchases of property and equipment (1,231) (948) Investments in and advances to equity investments (100) (109) Proceeds from sales of investments 54 541 Proceeds from derivative instruments, net 26 136 Other investing activities, net 72 31 Cash used in investing activities (1,179) (349) Financing Activities Principal repayments of debt, including premiums and discounts to par value (22,664) (5,043) Borrowings from debt, net of discount and issuance costs 18,306 1,617 Distributions to noncontrolling interests and redeemable noncontrolling interests (198) (193) Proceeds from the formation of music catalog joint venture and other joint ventures 633 — Principal repayments of finance and other lease obligations (202) (142) Borrowings under commercial paper program and revolving credit facility 4,228 14,203 Repayments under commercial paper program and revolving credit facility (4,228) (14,203) Other financing activities, net (115) 12 Cash used in financing activities (4,240) (3,749) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 254 (180) Net change in cash, cash equivalents, and restricted cash (846) 1,097 Cash, cash equivalents, and restricted cash, beginning of period 5,416 4,319 Cash, cash equivalents, and restricted cash, end of period $ 4,570 $ 5,416 Q4 2025 Earnings Press Release | February 26, 2026 9Reconciliation of Net (Loss) Income to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization Three Months Ended December 31, Twelve Months Ended December 31, Unaudited; in millions 2025 2024 2025 2024 Net (loss) income available to Warner Bros. Discovery, Inc. $ (252) $ (494) $ 727 $ (11,311) Net income attributable to redeemable noncontrolling interests — 3 (2) (42) Net income attributable to noncontrolling interests 5 (149) 24 (129) Income tax expense (benefit) (161) 284 890 94 Income (loss) before income taxes (408) (356) 1,639 (11,388) Other expense (income), net 126 38 (65) (150) (Income) loss from equity investees, net 39 32 24 121 Loss (gain) on extinguishment of debt 8 (42) (2,945) (632) Interest expense, net 584 490 2,085 2,017 Operating Income 349 162 738 (10,032) Depreciation and amortization 1,315 1,643 5,684 7,037 Impairment and amortization of fair value step-up for content 77 226 784 1,139 Restructuring and other charges 177 286 399 447 Employee share-based compensation 218 134 751 546 Transaction and integration costs 58 77 166 242 Impairments and loss on dispositions 10 191 172 9,603 Amortization of capitalized interest for content 12 8 40 46 Facility consolidation costs — (5) 10 4 Adjusted EBITDA(*) $ 2,216 $ 2,722 $ 8,744 $ 9,032 (*) A non-GAAP financial measure; see the section starting on page 13 titled Definitions & Sources for additional details Q4 2025 Earnings Press Release | February 26, 2026 10Supplemental Data for Results of Operations Supplemental Consolidating Data Streaming & Global Linear Consolidating For the three months ended December 31, Consolidated Studios Networks Corporate Adjustments $ in millions 2025 2024 2025 2024 2 2025 2024 2025 2024 2025 2024 Distribution $ 4,789 $ 4,917 $ 2,392 $ 2,309 $ 2,397 $ 2,610 $ — $ — $ — $ (2) Advertising 1,703 1,830 278 234 1,435 1,615 — — (10) (19) Content 2,661 2,909 2,626 2,514 311 452 — — (276) (57) Other 307 371 255 280 53 91 — 2 (1) (2) Total revenues 9,460 10,027 5,551 5,337 4,196 4,768 — 2 (287) (80) Costs of revenues (excluding depreciation & amortization) 5,223 5,527 3,369 3,341 2,040 2,226 30 24 (216) (64) Selling, general and administrative 2,386 2,218 1,108 1,008 749 700 537 524 (8) (14) Depreciation and amortization 1,315 1,643 518 577 690 967 107 99 — — Restructuring and other charges 177 286 19 233 12 27 146 26 — — Impairments and loss on dispositions 10 191 9 50 (2) (5) 3 146 — — Total Costs and Expenses 9,111 9,865 5,023 5,209 3,489 3,915 823 819 (224) (78) Operating income (loss) $ 349 $ 162 $ 528 $ 128 $ 707 $ 853 $ (823) $ (817) $ (63) $ (2) Q4 2025 Earnings Press Release | February 26, 2026 112026 Outlook Warner Bros. Discovery, Inc. ("Warner Bros. Discovery", "WBD", the "Company", "we", "us", or "our" ) may provide forward-looking commentary in connection with this earnings announcement on its quarterly earnings conference call. Details on how to access the audio webcast are included below. Q4 2025 Prepared Earnings Remarks Conference Call Information In conjunction with this release, Warner Bros. Discovery will post a Shareholder Letter and host a conference call today, February 26, 2026 at 8:00 a.m. ET, to discuss its fourth quarter 2025 financial results. To access the Shareholder Letter and webcast of the earnings call, please visit the Investor Relations section of the Company's website at www.wbd.com. Cautionary Statement Concerning Forward-Looking Statements Information set forth in this communication constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. Forward-looking statements include, without limitation, statements about the benefits of the planned separation or the proposed transaction between WBD and Netflix, Inc. (the “proposed transaction”), future financial and operating results, in the case of a separation, either companies’ future company plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of WBD’s management and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; (3) the risk that WBD stockholders may not approve the proposed transaction; (4) the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; (5) risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; (6) the final allocation of indebtedness between WBD and a newly formed subsidiary (“Discovery Global”) in connection with the separation could cause a reduction to the consideration for the proposed transaction; (7) risks related to litigation brought in connection with the proposed transaction; (8) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (9) effects of the announcement, pendency or completion of the proposed transaction on the ability of WBD to retain customers and retain and hire key personnel and maintain relationships with suppliers, distributors, advertisers, content providers, vendors and other business partners, and on its operating results and business generally; (10) negative effects of the announcement or the consummation of the proposed transaction on the market price of WBD common stock; (11) risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; (12) inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections, and inherent uncertainties involved in the estimates and judgments used to estimate the differences between WBD's Global Linear Networks segment results and the expected results of Discovery Global; (13) the risk that Discovery Global, as a new company that currently has no credit rating, will not have access to the capital markets on acceptable terms; (14) the risk that Discovery Global may be unable to achieve some or all of the benefits that WBD expects Discovery Global to achieve as an independent, publicly-traded company; (15) the risk that Discovery Global may be more susceptible to market fluctuations and other adverse events than it would have otherwise been while still a part of WBD; (16) the risk that Discovery Global will incur significant indebtedness in connection with the separation, and the degree to which it will be leveraged following completion of the separation may materially and adversely affect its business, financial condition and results of operations; (17) the ability to obtain or consummate financing or refinancing related to the proposed transaction or the separation upon acceptable terms or at all; (18) volatility or a decline in the market price for Discovery Global common stock following the separation; and (19) the response of WBD or Netflix management to any of the aforementioned factors. WBD's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the separation and the proposed transaction. Discussions of additional risks and uncertainties are contained in WBD’s filings with the Securities and Exchange Commission, including but not limited to WBD’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. WBD is not under any obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this communication may also contain certain non-GAAP financial measures, identified with an "(*)". Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the financial schedules in this release and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. About Warner Bros. Discovery Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Contacts Media Robert Gibbs Joe Libonati (347) 268-3017 (917) 287-6763
[email protected]
[email protected]
Investor Relations Peter Lee Gabriele Cattoni Sam Yates (212) 548-5907 (212) 752-8744 (212) 548-4907
[email protected]
[email protected]
[email protected]
Q4 2025 Earnings Press Release | February 26, 2026 12Definitions and Sources for Warner Bros. Discovery, Inc. (1) Foreign Exchange Impacting Comparability: The impact of exchange rates on our business is an important factor in understanding period-to- period comparisons of our results. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. We believe the presentation of results on a constant currency basis (“ex-FX”), in addition to results reported in accordance with U.S. GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with U.S. GAAP. The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. For the 2025 period, the ex- FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the “2025 Baseline Rate”), and the prior year amounts translated at the same 2025 Baseline Rate. In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities, as well as realized and unrealized foreign currency transaction gains and losses. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies. (2) 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 and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) third-party transaction and integration costs, (vii) amortization of purchase accounting fair value step-up for content, (viii) amortization of capitalized interest for content, and (ix) other items impacting comparability. The Company uses this measure to assess the operating results and performance of the 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, 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. Integration costs include transformative system implementations and integrations, such as Enterprise Resource Planning systems, and may take several years to complete. The Company also excludes the depreciation of fixed assets and amortization of intangible assets, amortization of purchase accounting fair value step- up for content (which is included in consolidated costs of revenues), and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. We prospectively updated certain corporate allocations at the beginning of 2025. The impact to prior periods was immaterial. (3) 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. (4) Streaming Subscriber: The Company defines a “Core Streaming Subscription” as: (i) a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) for which we have recognized subscription revenue, whether directly or through a third party, from a Streaming platform; (ii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product 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; (iii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis, including third-party services that host a branded environment of discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis; (iv) a retail or wholesale subscription to an independently-branded, regional product sold on a stand- alone basis that includes discovery+, HBO, HBO Max, Max, and/or a Premium Sports Product, for which we have recognized subscription revenue (as per (i) –(iii) above); and (v) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. The Company defines a “Premium Sports Product” as a strategically prioritized, sports-focused product sold on a stand-alone basis and made available directly to consumers. The current “independently-branded, regional products” referred to in (iv) above consist of TVN/Player. Subscribers to multiple WBD Streaming products (listed above) are counted as a paid subscriber for each individual WBD streaming product subscription. We may refer to the aggregate number of Core Streaming Subscriptions as “subscribers”. The reported number of “subscribers” included herein and the definition of “Streaming Subscription” as used herein excludes: (i) individuals who subscribe to Streaming products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player), 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; (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials except for those users on free trial that convert to a Streaming Subscription within the first seven days of the next month as noted above. 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) Net debt: The Company defines net debt as gross debt of $33.5 billion, less cash, cash equivalents, and restricted cash of $4.6 billion. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. Q4 2025 Earnings Press Release | February 26, 2026 13Definitions and Sources for Warner Bros. Discovery, Inc. (Continued) (6) Net leverage: The Company defines net leverage as the calculation where net debt (gross debt of $33.5 billion, less cash, cash equivalents, and restricted cash of $4.6 billion) is divided by the sum of the most recent four quarters Adjusted EBITDA of $8,744 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. (7) Streaming & Studios Division: In December 2024, we announced that our board of directors had authorized the Company to implement a new corporate structure designed to enhance our strategic flexibility and create potential opportunities to unlock shareholder value. Under the new corporate structure, the Company will serve as the parent company for two distinct operating divisions: Streaming & Studios and Global Linear Networks. In the first quarter of 2025, we renamed our Direct-to-Consumer reportable segment to Streaming and our Networks reportable segment to Global Linear Networks. There were no changes to our reportable segments or the composition of our reportable segments as a result of these changes. The Streaming & Studios division includes our Streaming and Studios reportable segments and eliminations between those two reportable segments. (8) Subscriber-related revenues: The Company defines subscriber-related revenues as the sum of distribution and advertising revenues in the Streaming segment. The Company uses subscriber-related revenues to monitor and evaluate the Company's streaming revenue performance. The Company believes this measure is relevant to investors as it highlights the revenue generation tied to the Company's streaming products. (9) ARPU: The Company defines Streaming Average Revenue Per User ("ARPU") as total subscription revenue plus net advertising revenue 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) Revenue and subscribers for Streaming products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player), that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) A limited amount of international discovery+ revenue and subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) Cinemax, Max/HBO hotel and bulk institution (i.e., subscribers billed on a bulk basis), and international basic HBO revenue and subscribers; and (iv) Users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. (10) Gross debt: The Company defines gross debt of $33.5 billion as total debt of $32.8 billion, plus finance leases of $683 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. Please refer to the Trending Schedules and Non-GAAP Reconciliations posted in the "Quarterly Results" section of the Company's investor relations website (https://ir.wbd.com) for the full reconciliation of net leverage. 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. Source: Warner Bros. Discovery, Inc. Q4 2025 Earnings Press Release | February 26, 2026 14
26 Feb
8-K
Entry into a Material Definitive Agreement
18 Feb
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305B2
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8 Mar 2023
305B2
FORM T-1
4 Aug 2009
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25
6 Oct
CERT
CERT
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CERT
4 Jun 2024
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1 Apr 2022
CERTNAS
AUTO-GENERATED PAPER DOCUMENT
12 Sep 2008
Financials & Metrics
Financials
Charting
Short Interest
Employees
