Warner Bros. Discovery (WBD) 10-K risk factor changes: FY2024 vs FY2023

Our ability to compete successfully depends on a number of factors, including our ability to consistently acquire and produce high quality content [added: and our ability to identify and successfully execute strategies and partnerships to distribute our content] amidst a rapidly evolving competitive landscape.

The increase of digital advertising available in the marketplace, due to both the introduction of ad-supported tiers in competing streaming services and the expansion of free ad-supported television (“FAST”) products, has [removed: increased] [added: increased, and is expected to continue to increase,] the competition we face for advertising expenditures for both our traditional linear networks and the ad-supported tiers in our streaming services, and [added: has] also limited our ability to demand higher rates for our linear and digital advertising inventory or even the same rates that we previously charged for our advertising inventory prior to the surge in digital advertising.

In order to respond to this decline, changing consumer behavior, increasing preferences to [removed: watch] [added: consume content] on demand, and changes in content distribution models in the media and entertainment industries, we have invested in, developed and launched streaming services including [removed: Max, HBO] Max and discovery+.

There can be no assurance, however, that consumers and advertisers will embrace our offerings, that subscribers will activate or renew a subscription, particularly given the significant number of streaming services in the marketplace, or that our DTC business [added: or other strategies we implement] will be as successful or as profitable as our traditional linear television business.

[removed: While restrictions on theatergoing from the COVID-19 pandemic have largely lifted, in some markets, box office performance] [added: The film industry has also been impacted by shifting consumer preferences] and [removed: movie theater attendance may be slower to rebound to pre-pandemic levels due to,] [added: technological innovation, including,] among other things, consumer preferences for [removed: consuming] [added: viewing] movies at home, a vast library of which is available to them through one or more streaming subscriptions, and shorter theatrical release windows.

As a response to changing consumer [removed: preferences and to return theater attendance towards pre-pandemic levels,] [added: preferences,] film studios such as ours can seek to invest in creating compelling films and seek to promote events in connection with feature films in order to enhance the consumer’s movie theater experience.

If the film industry [added: (of which we are a part)] and exhibitors are unable to successfully create and market “event” films and ultimately evolve and enhance the movie theater experience in response to shifting consumer preferences, the profitability, financial condition and results of operations of our studios business may be negatively impacted.

For example, AI is a new technology for which the advantages and risks associated with its use in [removed: such industries] [added: our industry] are currently largely uncertain and unregulated.

Therefore, the underperformance of a feature film, especially an “event” film, upon its [removed: public] [added: theatrical] release can result in lower-than-expected revenues for our business which could limit our ability to create future content.

We [removed: need] [added: are required] to [removed: invest] [added: make] substantial [removed: amounts] [added: investments] in the production or acquisition and marketing of our television programs, feature films, sports and news content before we learn whether such content will reach anticipated levels of popularity with consumers.

Our [removed: Max, HBO] Max and discovery+ offerings are subscription-based streaming services and are among many such services in a crowded and highly competitive landscape.

[removed: In particular,] [added: Further,] decreases in consumer discretionary spending in the markets where our DTC products are offered may reduce our ability to attract and retain subscribers to our services, which could have a negative impact on our business.

If existing subscribers, including those who receive subscriptions through [removed: wireless and broadband] [added: wireless, broadband, or streaming] bundling arrangements with third parties or through wholesale arrangements with MVPDs, cancel or discontinue their subscriptions for any reason, including as a result of selecting an alternative wireless or broadband plan that does not bundle our products, canceling or discontinuing their MVPD subscription, or due to the availability of competing offerings that are perceived to offer greater value compared to our DTC products, our business may be adversely affected.

Because our content and pay-TV networks are licensed to and distributed through third parties, such as traditional television and pay-TV broadcasters (such as cable and satellite operators) and operators of digital platforms, which in turn make such content available, directly and indirectly, to consumers, we are dependent upon the maintenance of [removed: such] [added: these] licensing and distribution agreements with such third parties.

There can be no assurance that we will be able to compete successfully in the future against existing or new competitors to obtain and/or maintain licenses to recurring sports [removed: events, or that increasing competition for programming licenses and regulatory review from competition authorities will not have a material adverse effect on our business, financial condition or results of operations.][added: events.]

The impact of these [removed: contracts] [added: licenses] on our results of operations over the term of the [removed: contracts] [added: licenses] depends on a number of factors, including the strength of advertising markets and subscription levels and rates for programming.

The impact of these strike-related delays and other consequences of these strikes have [removed: continued, and are expected] [added: continued] to [removed: continue to,] impact our business even after the strikes were ultimately resolved.

We have a significant amount of goodwill and other intangible assets on our consolidated balance [removed: sheet.][added: sheets.]

In accordance with U.S. [removed: GAAP,] [added: generally accepted accounting principles (“U.S. GAAP”),] management periodically assesses these assets to determine if they are impaired.

[removed: Significant] [added: For example, continued] negative industry or economic trends, including the [removed: continued] decline of traditional linear television viewership and linear ad revenues, [added: declining levels of global GDP growth and soft advertising markets in the U.S.,] disruptions to our business, inability to effectively integrate acquired businesses, [added: execution risk associated with anticipated growth in our DTC products,] underperformance of our content, [added: failure to renew content licenses and distribution agreements, including affiliate and sports rights renewals,] unexpected significant changes or planned changes in use of the assets, including in connection with restructuring initiatives, divestitures and [added: continued decline in our] market capitalization [removed: declines may impair goodwill and other intangible assets.][added: could negatively affect our estimates of the fair value of our reporting units.]

Any charges relating to [removed: such impairments] [added: the impairment of our goodwill and other intangible assets] could materially adversely affect our results of operations in the periods recognized.

On April 8, 2022, we completed the Merger in which we acquired the business, operations and activities that [removed: constitute] [added: constituted] the WarnerMedia Business [removed: from] [added: of] AT&T.

We [added: have] incurred significant costs following the closing of the Merger, including costs relating to organization restructuring, facility consolidation activities and other contract termination costs, which costs we believe were necessary to realize the anticipated cost synergies from the Merger.

[removed: The] [added: We may incur incremental, unforeseen costs, execution risks, and operational challenges, including those related to new operational systems and shifting priorities across business units, and the] amount and timing of any such costs [added: or challenges] could materially adversely affect our business, financial [removed: condition] [added: condition,] and results of [removed: operations.][added: operations.]

[removed: Our] [added: Such] integration [removed: efforts] [added: and reorganization activities] could result in [removed: a loss of key employees, loss of customers,] business disruption or unexpected issues, higher than expected costs and an overall process that takes longer than originally anticipated.

Even if the integration [removed: is] [added: and reorganization are] completed successfully, the full benefits of the Merger may not be achieved [removed: within the anticipated time frame] or [removed: at all.][added: sustained by the combined Company.]

[removed: Further, following] [added: Following] the Merger, the size and complexity of the business of the combined Company increased [removed: significantly.][added: significantly and we have undertaken considerable integration activities since that time.]

Our [removed: future] success depends, in part, upon our ability to continue to manage [removed: this] [added: the] expanded [removed: business,] [added: business of the combined Company following the Merger, in a highly competitive, rapidly changing industry,] which could pose substantial challenges for management, including challenges related to the management and monitoring of diverse, complex operations and associated increased costs.

In connection with the Merger, multiple putative class action lawsuits relating to the Merger were filed on behalf of stockholders of the Company against the Company and/or certain of our [removed: directors and] [added: directors,] executive officers [added: and large stockholders] seeking damages and other relief, and we have been engaged in other disputes arising out of definitive agreements entered into in connection with the Merger.

Additional lawsuits relating to the Merger, [added: including claims for indemnification by other defendants in lawsuits relating to the Merger,] or disputes arising out of definitive agreements entered into in connection with the Merger, could arise in the future.

[removed: These] [added: Current] obligations and regulations, among other things, require closed captioning of programming for the hearing impaired, require certain content providers to make available audio descriptions of programming for the visually impaired, [added: impose other accessibility requirements, and] limit the amount and content of commercial matter that may be shown during programming aimed primarily at an audience of children aged 12 and [removed: under, and require the identification of (or the maintenance of lists of) sponsors of political advertising.][added: under.]

- laws and policies affecting trade and taxes, including [added: tariffs and] laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;

We are subject to domestic and international privacy and data protection laws, which impact our ability to [removed: collect, manage,] [added: collect] and use personal information.

We are subject to domestic and international laws associated with the acquisition, storage, disclosure, use and protection of personal data, including under the [removed: E.U.] [added: European] General Data Protection Regulation, [removed: several] [added: more than a dozen] U.S. federal and state privacy laws, including, but not limited to, the CCPA, and many other international laws and regulations.

Environmental, social and governance [removed: laws] [added: laws,] and regulations may adversely impact our businesses.

U.S. [removed: state and federal] regulators, international regulators, investors, consumers and other stakeholders are increasingly focused on environmental, social, and governance considerations.

For example, [removed: new] domestic and international laws and regulations relating to environmental, social and governance matters, including environmental sustainability and climate change, human capital management, [added: AI,] and cybersecurity, are under consideration or have been adopted.

Many such laws, including [removed: new] [added: the European Union’s Corporate Sustainability Reporting Directive and the] greenhouse gas emission regulations that have already been adopted in the [removed: State] [added: state] of California and [removed: in the European Union and] [added: that] have been proposed in other jurisdictions, include specific, quantitative disclosures regarding our global operations, both upstream and downstream.

[removed: If] [added: Additionally, if] we are unable to [removed: meet our enterprise objectives, or] live up to evolving stakeholder expectations and industry standards for environmental, social and governance issues, or if we are perceived by consumers, stockholders or employees to have not responded appropriately with respect to these issues, our reputation, and therefore our ability to sell our products and services, could be negatively impacted.

If, as a result of their assessment of our [removed: performance] [added: position] on environmental, social, and governance matters, certain investors are unsatisfied with our [removed: actions or progress,] [added: actions,] they may reconsider their investment in [removed: our] [added: the] Company.

See the discussion under “Business – Competition” that appears above.

In addition, from time to time, we have entered into, and may enter into, partnerships to offer our streaming services as part of a bundle with other streaming services, which may not lead to the anticipated financial benefit or growth in subscribers.

Even if such bundling partnerships are successful, if we are unable to maintain existing or create new bundling partnerships, our ability to retain subscribers and grow our business could be adversely impacted.

This difficulty could be amplified if we are unable to obtain or maintain licenses for sports programming that we can bundle with our other programming for distribution.

For example, in 2024, the Company was engaged in a legal dispute, which has since been settled, with the NBA regarding our license to distribute NBA games and NBA-related content.

If our licenses to recurring sports events are not renewed, such nonrenewal could limit our ability to negotiate higher rates for the distribution of our networks.

Increasing competition for programming licenses and regulatory review from competition authorities could have a material adverse effect on our business, financial condition or results of operations.

There can also be no assurance that we will recoup our investment in sports programming or that revenue from our content distribution agreements will exceed our costs for the rights for sports programming, as well as the other costs of producing and distributing the programming.

(See Note 2 to the accompanying consolidated financial statements.) The occurrence of certain events or circumstances has resulted in, and could continue to result in, a downward revision in the estimated fair value of a reporting unit or intangible assets.

When events or changes in circumstances such as this occur, we have needed to, and may in the future need to, write down the value of our goodwill and other intangible assets.

If we determine that our estimate of the fair value of a reporting unit is below the recorded value of that unit on our balance sheet, we may record a non-cash impairment loss for the goodwill.

For example, in 2024, we determined that our estimate of the fair value of our Networks reporting unit was below its recorded value on our balance sheet and we recorded a $9.1 billion pre-tax, non-cash impairment of goodwill.

We consider all current information when determining the need for, or calculating, any impairment loss.

However, future changes in events or circumstances, such as a continuation or worsening of the current negative industry and economic trends and the other events and circumstances described above, could result in decreases in the fair value of our goodwill and other intangible assets and require us to record additional impairment losses that could materially adversely affect our results of operations in the periods recognized.

In 2024, S&P and Moody’s revised our ratings outlook from stable to negative in part due to declines in our linear business, including as a result of the weak operating environment for linear networks, and our leverage ratio.

Credit rating agencies may continue to review and adjust our ratings or outlook.

In addition, from time to time we may adjust our corporate structure, reporting and operating segments, or business strategies in connection with significant transactions, changes occurring across an evolving media landscape, macroeconomic conditions and/or other changes related to our business.

For example, during fiscal year 2022, in connection with the completion of the acquisition (the “Merger”) in which we acquired the WarnerMedia business (the “WarnerMedia Business”) from AT&T Inc. (“AT&T”), we changed our segment presentation and implemented various restructuring and transformation initiatives.

During fiscal year 2024, we announced a new corporate structure whereby the Company would reorganize into two distinct operating divisions, anticipated to be implemented during 2025.

Such changes could incur unforeseen costs and disruptions, are subject to execution risk, and may not produce the anticipated benefits.

These laws and regulations are constantly subject to change.

Additionally, certain Executive Orders from the U.S. government could affect our business, operations, strategies, and increase our costs of compliance.

- restrictions on transfers of personal data under foreign privacy and data protection laws and U.S. national security regulations, including the Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons Rule issued by the U.S. Department of Justice;

Our efforts to operate as Warner Bros.

Discovery following the integration of the legacy Discovery business and the WarnerMedia Business, continue to evolve due to the complicated nature of a business such as ours and the highly competitive, rapidly changing media industry.

To support the complex operations of the combined Company, we continue to implement integration initiatives, including integrating and enhancing the businesses’ administrative, accounting and information technology infrastructure and continuing to align and expand the geographic footprint of the DTC products for global customers.

We have also announced plans to implement a reorganization of our corporate structure during 2025 to better align the combined Company with our strategic and operational objectives.

We are subject to risks caused by the misappropriation, misuse, falsification, or intentional or accidental release or loss of business or personal data or content maintained in our or our service providers’ systems, including personal and proprietary information of third parties, employees and users of our online, mobile and app offerings, business information, including intellectual property, or other confidential information.

Additionally, remote access to our networks and systems and the networks and systems of our partners is substantial and may cause such networks and systems to be more vulnerable to cyberattacks or incidents.

In addition, despite efforts to detect cyber breaches,

cybersecurity attacks can persist for an extended period of time before being detected, and following detection, it may take

considerable time to understand the nature, scope, impact and timing of the cyberattack.

We may be unable to anticipate these methods and implement adequate preventative measures.

In addition, our high-profile sports and entertainment programming and extensive news coverage of elections, sociopolitical events and public controversies may subject us to heightened cybersecurity risks.

For example, the imposition of tariffs by the U.S. government on imported goods and any retaliatory tariffs from foreign governments could result in increased costs and uncertainty that negatively affect global economic conditions and activity.

- sales of our stock in the public market by our stockholders, some of whom, together with their affiliates, hold large amounts of our stock;

The film industry has also been impacted by shifting consumer preferences and technological innovation.

There can also be no assurance that we will recoup our investment in sports programming, including realizing any anticipated benefits of our joint ventures.

We have incurred and expect to continue to incur significant costs relating to the integration of the WarnerMedia business, and we may not realize the anticipated benefits of the Merger because of difficulties related to integration and other challenges faced by the combined Company.

Additional unanticipated costs may also be incurred in connection with the continued integration of the legacy business, operations and activities of Discovery prior to the Merger (the “Discovery Business”) and the WarnerMedia Business, including due to the resources required for integration.

Prior to the Merger, the Discovery Business and the WarnerMedia Business operated independently, and while we have spent the last 23 months since the closing of the Merger on integration activities, there can be no assurances that our businesses will ultimately be combined in a manner that allows for the achievement of any or all anticipated financial, strategic or other benefits.

If we are not able to successfully complete the integration of the Discovery Business and the WarnerMedia Business, the anticipated benefits of the Merger may not be realized fully, if at all, or may take longer than expected to be realized.

Specifically, the following issues, among others, must be addressed in order to realize the anticipated benefits of the Merger:

- continuing and finalizing the integration of the Discovery Business and the WarnerMedia Business in the time frame currently anticipated;

- integrating the businesses’ administrative, accounting and information technology infrastructure;

- continuing to align and expand the geographic footprint of the DTC products for global customers; and

- resolving potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the integration of the Discovery Business and the WarnerMedia Business.

This is of particular concern in Poland, where we own and operate TVN, a portfolio of free-to-air and pay-TV lifestyle, entertainment, and news networks, which faces legislative and regulatory risk.

In the past, said risk has manifested itself in draft legislation, now abandoned, which would have precluded non-EEA ownership of Polish national broadcasters, and in delays in renewing broadcast licenses.

Such regulatory pressure on TVN and/or similar developments could, directly or indirectly, affect the future operations of our Polish media properties and/or modify the terms under which we offer our services and operate in that market in the future.

Additionally, we have adopted several initiatives and programs focused on environmental, social and governance issues, which may not achieve their intended outcomes.

Advance/Newhouse owns shares representing approximately 8% of our outstanding common stock.

Our board of directors includes Steven A.

Miron, the Chief Executive Officer of Advance/Newhouse and Steven O.

Newhouse, Co-President of Advance Publications, Inc., which holds interests in Advance/Newhouse and Charter Communications, Inc. (“Charter”).

Pursuant to a consent agreement entered into between Advance/Newhouse and the Company in connection with the Merger, the Company designated Mr. Miron and Mr. Newhouse to our board of directors with terms ending in 2025.

Mr. Miron is also a member of the board of directors of Charter, of which Liberty Broadband and Advance Publications, Inc. own equity interests.

In connection with the Merger, we agreed with AT&T that for a two-year period following the Merger, we would not, among other things and subject to certain exceptions, enter into any transaction or series of transactions as a result of which one or more persons would acquire an amount of stock of our Company that, when combined with certain other changes in ownership of our stock (including the Merger), would equal or exceed 45% of the outstanding stock of our Company.

If Advance/Newhouse were to sell its shares following the exercise of its registration rights, it may cause a significant decline in our stock price, even if our business is doing well.

Advance/Newhouse and Advance Newhouse Partnership (“ANP”) have been granted registration rights covering all of the shares of common stock now held or hereafter acquired by them.

Subject to certain limitations and restrictions, including customary “blackout periods”, Advance/Newhouse and ANP have the right to assign any or all of their registration rights to their affiliates and successors, as well as a specified family foundation.

The shares held by Advance/Newhouse and ANP are registered for resale pursuant to our registration statement on Form S-3 filed April 22, 2022.

Any future exercise of registration rights or sale of large amounts of our common stock in the public market could materially and adversely affect the market price of our common stock.

From time to time, we may be involved in a number of legal claims, regulatory investigations, litigation actions (asserted individually and/or on behalf of a class), and arbitration proceedings.

This section provides an analysis of our financial results for the fiscal year ended December 31, [removed: 2023] [added: 2024] compared to the fiscal year ended December 31, [removed: 2022.][added: 2023.]

A discussion of our results of operations and liquidity for the fiscal year ended December 31, [removed: 2022] [added: 2023] compared to the fiscal year ended December 31, [removed: 2021] [added: 2022] can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed on February [removed: 24, 2022,] [added: 23, 2024,] which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at ir.wbd.com.

On April 8, 2022, Discovery, a global media company that provides content across multiple distribution platforms, including linear, free-to-air, and broadcast television, authenticated GO applications, digital distribution arrangements, content licensing arrangements, and DTC subscription products, completed its Merger with the [removed: WM] [added: WarnerMedia] Business of AT&T and changed its name from “Discovery, Inc.” to “Warner Bros.

We finalized the framework supporting our ongoing restructuring and transformation initiatives during the year ended December 31, 2022, which [removed: includes,] [added: included,] among other things, strategic content programming assessments, organization restructuring, facility consolidation activities, and other contract termination costs.

[removed: We expect] [added: At] that [added: time,] we [removed: will] [added: expected to] incur approximately $4.1 - $5.3 billion in pre-tax restructuring charges, of which we have incurred [removed: $4.2] [added: $4.7] billion as of December 31, [removed: 2023.][added: 2024.]

Of the total expected pre-tax restructuring charges, we [removed: expect] [added: expected] total cash expenditures to be $1.0 - $1.5 billion.

While our restructuring efforts are ongoing, the [added: Merger-related] restructuring program [removed: is expected to be] [added: was] substantially completed [removed: by] [added: at] the end of 2024.

As of December 31, [removed: 2023,] [added: 2024,] we classified our operations in three reportable segments:

[removed: In addition to the Merger, the] [added: The] impact of exchange rates on our business is an important factor in understanding period-to-period comparisons of our results.

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 [removed: “2023] [added: “2024] Baseline Rate”), and the prior year amounts translated at the same [removed: 2023] [added: 2024] Baseline Rate.

Consolidated Results of Operations – [removed: 2023] [added: 2024] vs. [removed: 2022][added: 2023]

Our consolidated results of operations for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were as follows (in millions).

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | [added: % Change] | | | | | | % [removed: Change] [added: Change (ex-FX)] | | | | | | | | | | | | | | | [added: | | | | | |]

| Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Content | | | | | | [removed: 11,203] [added: 10,297] | | | | | | | | | | | | [removed: 8,360] [added: 11,203] | | | [removed: 3,297] | | | [removed: 11,657] | | | | | | | | | [removed: 34] [added: (8)] | | % | [removed: (4)] | | [removed: %] | [removed: (4)] [added: (8)] | | % | [added: | | | | | |]

| Total revenues | | | | | | [removed: 41,321] [added: 39,321] | | | | | | | | | | | | [removed: 33,817] [added: 41,321] | | | [removed: 9,278] | | | [removed: 43,095] | | | | | | | | | [removed: 22] [added: (5)] | | % | [removed: (4)] | | [removed: %] | (4) | | % | [added: | | | | | |]

| Costs of revenues, excluding depreciation and amortization | | | | | | [removed: 24,526] [added: 22,970] | | | | | | | | | | | | [removed: 20,442] [added: 24,526] | | | [removed: 5,125] | | | [removed: 25,567] | | | | | | | | | [removed: 20] [added: (6)] | | % | [removed: (4)] | | [removed: %] | [removed: (4)] [added: (6)] | | % | [added: | | | | | |]

| Selling, general and administrative | | | | | | [removed: 9,696] [added: 9,296] | | | | | | | | | | | | [removed: 9,678] [added: 9,696] | | | [removed: 1,745] | | | [removed: 11,423] | | | | | | | | | [removed: —] [added: (4)] | | % | [removed: (15)] | | [removed: %] | [removed: (15)] [added: (3)] | | % | [added: | | | | | |]

| Depreciation and amortization | | | | | | [removed: 7,985] [added: 7,037] | | | | | | | | | | | | [removed: 7,193] [added: 7,985] | | | [removed: 34] | | | [removed: 7,227] | | | | | | | | | [removed: 11] [added: (12)] | | % | [removed: 10] | | [removed: %] | [removed: 10] [added: (12)] | | % | [added: | | | | | |]

| Restructuring and other charges | | | | | | [removed: 585] [added: 447] | | | | | | | | | | | | [removed: 3,757] [added: 585] | | | [removed: (90)] | | | [removed: 3,667] | | | | | | | | | [removed: (84)] [added: (24)] | | % | [removed: (84)] | | [removed: %] | [removed: (84)] [added: (23)] | | % | [added: | | | | | |]

| [removed: Impairment] [added: Impairments] and loss on dispositions | | | | | | [removed: 77] [added: 14] | | | | | | | | | | | | [removed: 117] [added: 1] | | | [removed: —] | | | [removed: 117] | | | | | | | | | [removed: (34)] | | [removed: %] | [removed: (34)] | | [removed: %] | [removed: (37)] | | [removed: %] | [added: | | | | | |]

| Total costs and expenses | | | | | | [removed: 42,869] [added: 49,353] | | | | | | | | | | | | [removed: 41,187] [added: 42,869] | | | [removed: 6,814] | | | [removed: 48,001] | | | | | | | | | [removed: 4] [added: 15] | | % | [removed: (11)] | | [removed: %] | [removed: (11)] [added: 16] | | % | [added: | | | | | |]

| Operating loss | | | | | | [removed: (1,548)] [added: (10,032)] | | | | | | | | | | | | [removed: (7,370)] [added: (1,548)] | | | [removed: 2,464] | | | [removed: (4,906)] | | | | | | | | | [removed: 79] [added: NM] | | [removed: %] | [removed: 68] | | [removed: %] | [removed: 70] [added: NM] | | [removed: %] | [added: | | | | | |]

| Interest expense, net | | | | | | [removed: (2,221)] [added: (2,017)] | | | | | | | | | | | | [removed: (1,777)] [added: (2,221)] | | | [removed: (515)] | | | [removed: (2,292)] | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Loss from equity investees, net | | | | | | [removed: (82)] [added: (121)] | | | | | | | | | | | | [removed: (160)] [added: (82)] | | | [removed: (20)] | | | [removed: (180)] | | | | | | | | | | | | | | | | | | [added: | | | | | |]

[removed: | Other (expense) income, net | | | | | | (12) | | | | | | | | | | | | 347 | | | 139 | | | 486 | | | | | | | | | | | | | | | | | |][added: *Other Income (Expense), net*]

| Loss before income taxes | | | | | | [removed: (3,863)] [added: (11,388)] | | | | | | | | | | | | [removed: (8,960)] [added: (3,863)] | | | [removed: 2,068] | | | [removed: (6,892)] | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Income tax [added: (expense)] benefit | | | | | | [removed: 784] [added: (94)] | | | | | | | | | | | | [removed: 1,663] [added: 784] | | | [removed: (56)] | | | [removed: 1,607] | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Net loss | | | | | | [removed: (3,079)] [added: (11,482)] | | | | | | | | | | | | [removed: (7,297)] [added: (3,079)] | | | [removed: 2,012] | | | [removed: (5,285)] | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Net [removed: income] [added: loss (income)] attributable to noncontrolling interests | | | | | | [removed: (38)] [added: 129] | | | | | | | | | | | | [removed: (68)] [added: (38)] | | | [removed: —] | | | [removed: (68)] | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Net [removed: income] [added: loss (income)] attributable to redeemable noncontrolling interests | | | | | | [removed: (9)] [added: 42] | | | | | | | | | | | | [removed: (6)] [added: (9)] | | | [removed: —] | | | [removed: (6)] | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Net loss available to Warner Bros. Discovery, Inc. | | | | | | $ | [removed: (3,126)] [added: (11,311)] | | | | | | | | | | | $ | [removed: (7,371)] [added: (3,126)] | | [removed: $] | [removed: 2,012] | | [removed: $] | [removed: (5,359)] | | | | | | | | | | | | | | | | | [added: | | | | | |]

The [added: ex-FX] percent changes of line items below operating loss in the table above are not included as the activity is principally in U.S. dollars.

From time to time, renewals of multi-year carriage agreements include significant year one market adjustments to reset subscriber [removed: rates, which then increase at rates lower than the initial increase in the following years.][added: rates.]

Content revenues are generated from the release of feature films for initial exhibition in theaters, [added: production of programs licensed for initial television/SVOD exhibition,] the [added: additional] licensing of feature films and television programs to various television, SVOD and other digital markets, distribution of feature films and television programs in the physical and digital home entertainment market, sales of console games and mobile in-game content, sublicensing of sports rights, and licensing of intellectual property such as characters and brands.

Other revenue increased [removed: 14%] [added: 4%] in [removed: 2023,] [added: 2024,] primarily attributable to the opening of Warner Bros.

Studio Tour [removed: London and Hollywood, and] [added: Tokyo in June 2023, partially offset by the timing of] services provided to the unconsolidated TNT Sports [added: UK] joint venture.

Content expense includes television/digital series, specials, films, [added: games,] and sporting events.

Costs of revenues decreased [removed: 4%] [added: 6%] in [removed: 2023,] [added: 2024,] primarily attributable to lower content expense [removed: at our Studios segment for television products and our DTC segment and lower sports networks content expense, due] [added: related] to the [removed: prior year broadcast] [added: amortization] of [removed: the Olympics in Europe] [added: purchase accounting fair value step-up for content, lower content expense commensurate with lower content revenue at DTC,] and our exit from [added: the] AT&T [removed: SportsNets,] [added: SportsNet business,] partially offset by [removed: higher games content expense.][added: the broadcast of the Olympics in Europe in the current year.]

Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including: Discovery Channel, Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros.

Television Group, Warner Bros.

Games, Adult Swim, Turner Classic Movies, and others.

During 2023, we initiated a strategic realignment plan associated with our Warner Bros.

Pictures Animation group and during 2024, we initiated two additional restructuring initiatives; an organizational and personnel restructuring plan and a restructuring initiative associated with our Warner Bros.

Games group.

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| Distribution | | | | | | $ | 19,701 | | | | | | | | | | | $ | 20,237 | | | | | | | | | | | | | | (3) | | % | | | | (1) | | % | | | | | | |

| Advertising | | | | | | 8,090 | | | | | | | | | | | | 8,700 | | | | | | | | | | | | | | | (7) | | % | | | | (7) | | % | | | | | | |

| Other | | | | | | 1,233 | | | | | | | | | | | | 1,181 | | | | | | | | | | | | | | | 4 | | % | | | | 4 | | % | | | | | | |

| Gain on extinguishment of debt | | | | | | 632 | | | | | | | | | | | | 17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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Unless otherwise indicated, the discussion of percent changes below is on an ex-FX basis.

Advertising revenue decreased 7% in 2024, primarily attributable to audience declines in domestic linear networks of 18%, partially offset by an increase in domestic Max ad-lite subscribers.

Content revenue decreased 8% in 2024, primarily attributable to a 53% decrease in games revenue due to the strong performance of the 2023 slate, including *Hogwarts Legacy*, compared to the 2024 slate, and a 4% decrease in theatrical product revenue due to the strong prior year performance of *Barbie*, which was released in 2023, partially offset by the sublicensing of Olympic sports rights in Europe in the current year, which had a favorable impact of $576 million in 2024.

Amortization related to both historical cost basis and any fair value adjustments to content arising from business combinations is included in costs of revenues.

The exit from the AT&T SportsNet business had a favorable impact to costs of revenues of $277 million for the year.

The broadcast of the Olympics in Europe in the current year had an unfavorable impact to costs of revenues of $664 million.

Selling, general and administrative expenses decreased 3% in 2024, primarily attributable to lower marketing costs due to lower theatrical and games marketing expenses and the prior year launch of Max in the U.S., partially offset by the continuation of Max launches internationally.

Depreciation and amortization decreased 12% in 2024, primarily attributable to intangible assets acquired during the Merger that are being amortized on an accelerated basis, partially offset by the shortening of the useful lives of certain intangible assets.

Restructuring and other charges decreased 23% in 2024.

The loss in 2024 was primarily attributable to a $9.1 billion pre-tax, non-cash goodwill impairment charge related to the Networks reporting unit during the second quarter of 2024 (see Note 5 to the accompanying consolidated financial statements) and $411 million right-of-use asset (“ROU asset”) impairment charges primarily related to the Hudson Yards, New York office lease.

Other income (expense), net was $150 million and $(29) million in 2024 and 2023, respectively.

The increase was primarily attributable to our gain on sale of equity method investments and an increase to the Merger related tax indemnification receivable accrual, partially offset by foreign currency losses.

In 2024, the Company recorded a non-cash goodwill impairment charge of $9.1 billion, the majority of which was not deductible for tax purposes.

(See Note 5 to the accompanying consolidated financial statements.) For the year ended December 31, 2024, the increase in income tax expense compared to the same period in 2023 was primarily attributable to a decrease in pre-tax book loss (excluding the non-cash goodwill impairment charge), an increase in state and local income taxes (including a state deferred tax adjustment recorded in the year ended December 31, 2024 and a one-time favorable release of an unrecognized state tax benefit in 2023 that did not recur in 2024), and a one-time favorable release of an unrecognized U.S. tax benefit in 2023 that did not recur in 2024.

(See Note 16 to the accompanying consolidated financial statements.)

Income tax expense for 2024 reflects an effective income tax rate that differs from the federal statutory tax rate primarily attributable to the non-deductible goodwill impairment charge and the effect of foreign operations.

The Organisation for Economic Co-operation and Development’s (“OECD”) Pillar Two Global Anti-Base Erosion (“GloBE”) model rules, issued under the OECD Inclusive Framework on Base Erosion and Profit Shifting, introduce a global minimum tax of 15% applicable to multinational enterprise groups with consolidated financial statement revenue in excess of €750 million.

Numerous foreign jurisdictions have already enacted tax legislation based on the GloBE rules, with some effective as early as January 1, 2024.

As of December 31, 2024, we recognized a nominal income tax expense for Pillar Two GloBE minimum tax.

The Company is continuously monitoring the evolving application of this legislation and assessing its potential impact on our future tax liability.

(See Note 23 to the accompanying consolidated financial statements.)

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| | | | | | | 2024 | | | | | | 2023 | | | | | | | | | % Change | | | | | | % Change (ex-FX) | | | | | | | | | | | | | | | | | | | | |

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Discovery is a premier global media and entertainment company that provides audiences with a differentiated portfolio of content, brands and franchises across television, film, streaming, and gaming.

Some of our iconic brands and franchises include Warner Bros.

Television Group, DC, HBO, HBO Max, Max, discovery+, CNN, Discovery Channel, HGTV, Food Network, TNT Sports, TBS, TLC, OWN, Warner Bros.

Games, Batman, Superman, Wonder Woman, Harry Potter, Looney Tunes, Hanna-Barbera, Game of Thrones, and The Lord of the Rings.

We incurred $0.5 billion of pre-tax restructuring charges during the year ended December 31, 2023 related to this plan.

The discussion below compares our actual results for the year ended December 31, 2023 to our pro forma combined results for the year ended December 31, 2022, as if the Merger occurred on January 1, 2021.

Management believes reviewing our pro forma combined operating results in addition to actual operating results is useful in identifying trends in, or reaching conclusions regarding, the overall operating performance of our businesses.

Our Studios, Networks, DTC, Corporate, and inter-segment eliminations information is based on the historical operating results of the respective segments and include, where applicable, adjustments for (i) additional costs of revenues from the fair value step-up of film and television library, (ii) additional amortization expense related to acquired intangible assets, (iii) additional depreciation expense from the fair value of property and equipment, (iv) transaction costs and other one-time non-recurring costs, (v) additional interest expense for borrowings related to the Merger and amortization associated with fair value adjustments of debt assumed, (vi) changes to align accounting policies, (vii) elimination of intercompany activity, and (viii) associated tax-related impacts of adjustments.

Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses.

Pro forma amounts are not necessarily indicative of what our results would have been had we operated the combined businesses since January 1, 2021 and should not be taken as indicative of the Company’s future consolidated results of operations.

Actual amounts for the year ended December 31, 2022 include results of operations for Discovery for the entire period and WM for the period subsequent to the completion of the Merger on April 8, 2022.

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| | | | | | | Actual | | | | | | | | | | | | Actual | | | Pro Forma Adjustments | | | Pro Forma Combined | | | | | | | | | Actual | | | Pro Forma Combined (Actual) | | | Pro Forma Combined (ex-FX) | | |

| Distribution | | | | | | $ | 20,237 | | | | | | | | | | | $ | 16,142 | | $ | 4,339 | | $ | 20,481 | | | | | | | | 25 | | % | (1) | | % | — | | % |

| Advertising | | | | | | 8,700 | | | | | | | | | | | | 8,524 | | | 1,412 | | | 9,936 | | | | | | | | | 2 | | % | (12) | | % | (13) | | % |

| Other | | | | | | 1,181 | | | | | | | | | | | | 791 | | | 230 | | | 1,021 | | | | | | | | | 49 | | % | 16 | | % | 14 | | % |

Unless otherwise indicated, the discussion below through operating loss reflects the results for the year ended December 31, 2022 on a pro-forma combined basis, ex-FX, since the actual increases year over year for revenues, cost of revenues, and selling, general and administrative expenses are substantially attributable to the Merger.

Distribution revenue was flat in 2023, as declines in linear subscribers and DTC wholesale in the U.S. were offset by higher U.S. contractual affiliate rates, new DTC partnership launches, DTC price increases in the U.S., and inflationary impact in Argentina.

Advertising revenue decreased 13% in 2023, primarily attributable to audience declines in domestic general entertainment and news networks, soft advertising markets in the U.S., and to a lesser extent, certain international markets, and the prior year broadcast of the *NCAA March Madness* Final Four and Championship, partially offset by higher Max U.S. engagement and ad-lite subscriber growth.

Content revenue decreased 4% in 2023, primarily attributable to lower TV licensing revenue and the prior year broadcast of the Olympics in Europe, partially offset by higher games revenue due to the release of *Hogwarts Legacy* and higher theatrical film rental revenue due to the release of *Barbie*.

Studio Tour Tokyo in June 2023, continued strong attendance at Warner Bros.

Depreciation and amortization increased 10% in 2023, primarily attributable to intangible assets acquired during the Merger that are being amortized using the sum of the months’ digits method, which resulted in lower pro forma amortization in 2022.

In connection with the Merger, the Company has announced and has taken actions to implement projects to achieve cost synergies for the Company.

The loss in 2022 was primarily attributable to the write-down to the estimated fair value, less costs to sell, of the Ranch Lot and Knoxville office building and land in connection with the classification as assets held for sale.

The table below presents the details of other (expense) income, net (in millions).

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| | | | | | | 2023 | | | | | | 2022 | | | | | | | | |

| Foreign currency losses, net | | | | | | $ | (173) | | | | | $ | (150) | | | | | | | |

| Gains on derivative instruments, net | | | | | | 28 | | | | | | 475 | | | | | | | | |

| Change in the value of investments with readily determinable fair value | | | | | | 37 | | | | | | (105) | | | | | | | | |

| Change in the value of equity investments without readily determinable fair value | | | | | | (73) | | | | | | (142) | | | | | | | | |

| Gain on sale of equity method investments | | | | | | — | | | | | | 195 | | | | | | | | |

| Interest income | | | | | | 179 | | | | | | 67 | | | | | | | | |

| Other (expense) income, net | | | | | | (27) | | | | | | 7 | | | | | | | | |

| Total other (expense) income, net | | | | | | $ | (12) | | | | | $ | 347 | | | | | | | |

*Income Taxes*

The following table reconciles our effective income tax rate to the U.S. federal statutory income tax rate.

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| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

Our financial position, [removed: earnings] [added: earnings,] and cash flows are exposed to market risks and can be affected by, among other things, economic conditions, interest rate changes, foreign currency fluctuations, and changes in the market values of investments.

We have established policies, [removed: procedures] [added: procedures,] and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.

During the year ended December 31, [removed: 2023,] [added: 2024,] we [removed: had access to] [added: entered into] a [added: new] $6.0 billion multicurrency revolving credit [removed: facility.][added: agreement, replacing the existing $6.0 billion multicurrency revolving credit agreement.]

We had no outstanding borrowings as of December 31, [removed: 2023.][added: 2024.]

We also have access to a commercial paper program, which had no outstanding borrowings as of December 31, [removed: 2023.][added: 2024.]

The revolving credit facility matures in [removed: June 2026,] [added: October 2029,] with the option for up to two additional 364-day renewal periods.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $43.9] [added: $39.5] billion of fixed-rate senior notes, at par value.

As of December 31, [removed: 2023,] [added: 2024,] the fair value of our outstanding senior notes, including accrued interest, was [removed: $40.5] [added: $34.9] billion.

The potential change in fair value of these senior notes from a 100 basis-point increase in quoted interest rates across all maturities, often referred to as a parallel shift in the yield curve, would be a decrease in fair value of approximately [removed: $2.9] [added: $2.1] billion as of December 31, [removed: 2023.][added: 2024.]

Accordingly, we may experience a negative impact on our net [removed: income,] [added: loss,] other comprehensive [removed: (loss) income] [added: loss,] and equity with respect to our holdings solely as a result of changes in foreign currency.

Most of our non-functional currency risks related to our revenue, operating [removed: expenses] [added: expenses,] and capital expenditures were not hedged as of December 31, [removed: 2023.][added: 2024.]

The strikes had a material impact on the operations and results of the [removed: Company,] [added: Company in 2023,] including a pause on certain theatrical and television productions.

Other headwinds in the industry, such as continued pressures on linear distribution and [removed: soft advertising markets] [added: continued softness] in the [removed: U.S.,] [added: U.S. linear advertising market,] have had, and are expected to continue to have, a material impact on the operations and results of the Company, including a negative impact on the results of operations attributed to declines in linear advertising revenue.

We generate revenue from [removed: the sale of advertising on our networks and digital platforms (advertising revenue);] fees charged to distributors that carry our network brands and programming, including cable, direct-to-home (“DTH”) satellite, telecommunication and digital service providers, as well as through [removed: direct-to-consumer (“DTC”)] [added: DTC] subscription services (distribution revenue); the [added: sale of advertising on our networks and digital platforms (advertising revenue); the] release of feature films for initial exhibition in theaters, the licensing of feature films and television programs to various television, subscription video on demand (“SVOD”) and other digital markets, distribution of feature films and television programs in the physical and digital home entertainment markets, sales of console games and mobile in-game content, sublicensing of sports rights, and licensing of intellectual property such as characters and brands (content revenue); and other sources such as studio tours and production services (other revenue).

As of December 31, [removed: 2023,] [added: 2024,] we classified our operations in three reportable segments:

DC Studios, tasked with developing properties licensed from DC Comics for film, [removed: television and] [added: television,] animation, [added: and games,] continues the tradition of high-quality storytelling within the DC Universe, while building a sustainable growth business out of the iconic characters.

For the year ended December 31, [removed: 2023,] [added: 2024,] content and other revenues were [removed: 93%] [added: 92%] and [removed: 7%,] [added: 8%,] respectively, of total revenues for this segment.

General [added: and lifestyle] entertainment networks in the U.S. include TNT, [removed: cable’s #1 entertainment network;] TBS, [removed: a top-rated destination for television among young adults; and] Turner Classic [removed: Movies.][added: Movies, OWN, HGTV, Food Network, TLC, Discovery Channel and Adult Swim, among many others.]

In [removed: 2023,] [added: 2024,] CNN, our global news brand, launched [removed: CNN Max] [added: CNN International] in [removed: the U.S.,] [added: Europe on Max,] giving audiences the ability to access a combination of on-air CNN content and exclusive programming on WBD’s streaming [removed: service, Max.][added: service in Spain, Nordics, Belgium, Netherlands, and Central and Eastern Europe.]

[added: The] TNT [removed: Sports’] [added: Sports] U.S. [removed: sports rights include] [added: portfolio includes expansive, multi-platform partnerships with] the National Basketball Association (“NBA”), Major League [removed: Baseball (“MLB”),] [added: Baseball, the] National Collegiate Athletic Association [removed: (“NCAA”),] [added: (“NCAA”) Division I Men’s Basketball Championship,] National Hockey [removed: League (“NHL”), and] [added: League,] United States Soccer [removed: Federation (“USSF”).][added: Federation, Unrivaled, National Association for Stock Car Auto Racing, Roland-Garros, NCAA Big 12 Football and Men’s Basketball, and NCAA Big East Men’s and Women’s Basketball.]

TNT Sports’ owned-and-operated platforms include *Bleacher Report,* Eurosport.com, *House of [removed: Highlights, HighlightHER,*] [added: Highlights*, Golf Digest,] and a full suite of digital and social brands.

For the year ended December 31, [removed: 2023,] [added: 2024,] distribution, advertising, content, and other revenues were [removed: 54%, 39%, 5%,] [added: 53%, 36%, 9%,] and 2%, respectively, of total revenues for this segment.

WBD’s DTC business includes our streaming services, such as [removed: Max, HBO Max,] [added: Max] and discovery+, and premium pay-TV services, such as HBO. Our streaming services are available on most mobile and connected TV devices.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 97.7] [added: 116.9] million DTC subscribers1.

[removed: In May 2023, WBD launched Max, creating] [added: Max is] a [removed: new] [added: streaming] destination for [added: a variety of programming including] HBO Originals, Warner Bros.

films, Max Originals, the DC universe, the Wizarding World of Harry Potter, CNN, [removed: an expansive offering of kids’ content,] and [removed: among the best] programming across food, home, reality, [removed: lifestyle] [added: lifestyle,] and documentaries from leading brands like HGTV, Food Network, Discovery Channel, [removed: TLC, ID] and more.

discovery+ features a wide range of [removed: exclusive, original] series across popular passion verticals, including lifestyle and relationships; home and food; true crime; paranormal; adventure and natural history; science, tech, and the environment; and a slate of high-quality documentaries.

[removed: Max, HBO Max,] [added: Max] and discovery+ currently feature both ad-free and ad-lite [removed: versions.][added: versions in most markets.]

For the year ended December 31, [removed: 2023,] [added: 2024,] distribution, advertising, and content revenues [removed: are 86%, 5%,] [added: were 87%, 8%,] and [removed: 9%,] [added: 4%,] respectively, of total revenues for this segment.

We experience competition for the development and acquisition of content, distribution [added: and sale] of our content, sale of commercial time on our networks and viewership.

Our networks compete with other television networks, including broadcast, cable and local, [added: and with other studios and production companies] for the distribution of our content and fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content.

Our networks and streaming services, which include Max, HBO Max, and discovery+, compete for the sale of advertising with other television networks, including broadcast, cable, local networks, [removed: and] other content distribution outlets [added: and new market participants] for their target audiences and the sale of advertising.

Our [removed: networks] [added: networks, studios] and streaming services also compete for their target audiences with all forms of content and other media provided to viewers, including broadcast, cable and local networks, streaming services, pay-per-view and video-on-demand (“VOD”) services, online activities and other forms of news, information and media entertainment.

We have made and will continue to make investments in developing technology platforms to support our digital products and streaming services, including [removed: Max, HBO Max,] [added: Max] and discovery+, and consider these platforms to be intellectual property assets as well.

The Act imposes “must-carry” regulations on cable systems, requiring them to [removed: carry] [added: carry, as part of their cable service,] the signals of most local broadcast television stations in their market if they elect mandatory carriage.

This reduces the amount of channel space that is available for carriage of our content networks by cable and DBS [removed: operators.][added: operators on television.]

The Act also gives certain broadcasters the choice of opting out of must-carry and invoking the right to retransmission consent, which refers to a broadcaster’s right to require MVPDs, such as cable and satellite operators, to obtain the broadcaster’s consent before distributing the broadcaster’s signal to the MVPDs’ subscribers, often at a substantial cost that reduces the content funds available for [removed: independent] programmers not affiliated with broadcasters, such as us.

Our digital products and services are subject to federal and state [removed: regulation] [added: laws] in the U.S. relating to the privacy and security of personal information collected from our users, including laws pertaining to the acquisition of personal information from [removed: children under 16.][added: children.]

Some examples of these laws include the federal Children’s Online Privacy Protection Act (COPPA), the federal Controlling the Assault of Non-Solicited Pornography and Marketing [removed: Act,] [added: Act (CAN SPAM),] the Video Privacy Protection Act (VPPA), and the California Consumer Privacy Act [removed: (“CCPA”).][added: (CCPA).]

[removed: Many additional] [added: Additional] U.S. state and federal [removed: regulations impose] [added: laws addressing] data security and data breach [added: notification] obligations [removed: on] [added: also may apply to] the [removed: Company.][added: Company in some instances.]

Additional [added: U.S.] federal and state laws and regulations apply or may be adopted with respect to our digital products and services, covering such issues as data privacy and security, [removed: child safety, oversight] [added: the online safety] of [added: children and teens, dissemination or moderation of] user-generated content, advertising, competition, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.

In addition, the FCC from time to time considers whether some or all digital services should be considered MVPDs and regulated as [removed: such.][added: such, or otherwise subjected to rules that apply to traditional communications providers.]

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 35,300] [added: 35,000] employees, including full-time and part-time employees of our wholly-owned subsidiaries and consolidated ventures, with [removed: 53%] [added: 50%] located in the U.S. and [removed: 47%] [added: 50%] located outside of the U.S.

To support these objectives, our [removed: human resources] [added: people and culture] programs are designed to provide competitive, locally-relevant benefits, performance-based pay, and nonfinancial support and incentives.

We also strive to enhance our culture through efforts aimed at making our workplace [removed: diverse,] engaging and inclusive, and to develop our talent to prepare them for critical roles and leadership positions for the future.

Some examples of our [removed: human resources] [added: people and culture] programs and initiatives are described below.

- on-site wellness centers in our New York, Los Angeles, [removed: Atlanta] [added: Atlanta,] and Chiswick (London) offices, [removed: a] fully-equipped fitness [removed: center] [added: centers] in our New York, Los Angeles and Atlanta offices, and access to virtual fitness classes and wellbeing programs;

- products and services to support employees’ financial wellbeing, including life, accident, and disability insurance plans, discount benefits, financial planning tools, a 401(k) savings plan in the U.S. and retirement/pension plans in over 20 countries, with competitive contributions from the Company for employees at all levels; [added: and]

- offering an employee stock purchase plan, which allows certain employees globally (where legislation permits) an opportunity to buy WBD [added: Series A] common stock [added: (“WBD common stock”)] at a discounted price through convenient after-tax payroll deductions with no commission [removed: charges; and][added: charges.]

All of our filings with the U.S. Securities and Exchange Commission (the “SEC”), including reports on Form 10-K, Form [removed: 10-Q] [added: 10-Q,] and Form 8-K, and all amendments to such filings are available free of charge at the investor relations section of our website, ir.wbd.com, as soon as reasonably practicable after such material is filed with, or furnished to, the SEC.

The Company experienced content completion and delivery delays in the first quarter of 2024 due to the pause in television and theatrical productions in 2023, but did not experience any material impacts for the remainder of 2024.

In addition, declines in linear subscribers are expected to continue.

The increase of digital advertising available in the marketplace has also resulted in, and is expected to continue to result in, increased competition for advertising expenditures for both traditional linear networks and ad-supported tiers in streaming services.

Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including: Discovery Channel, Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros.

Television Group, Warner Bros.

Games, Adult Swim, Turner Classic Movies, and others.

We are home to one of the largest collections of owned content in the world with assets and intellectual property across sports, news, lifestyle, and entertainment in most languages and regions of the globe.

We create some of the best-in-class content using our renowned library, beloved franchises, and acclaimed creative expertise to serve our audiences and consumers.

Our asset mix strongly positions us to execute our key strategies: grow our direct-to-consumer (“DTC”) business globally, enhance our Studios segment, and manage our linear networks for the best possible success in order to create long-term value for our shareholders.

Corporate Reorganization

On December 12, 2024, the Company announced that its board of directors had authorized the Company to implement a new corporate structure designed to enhance the Company’s 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: Global Linear Networks and Streaming & Studios.

To facilitate the implementation of this new structure and the movement of entities and assets to align with the new operating divisions, on January 1, 2025, the Company completed certain transactions, including (1) a merger of Discovery Holding Company with and into a newly formed subsidiary of WarnerMedia Holdings, Inc. (the “DHC Merger”) and (2) a merger of a second newly formed subsidiary of WarnerMedia Holdings, Inc. with and into Scripps Networks Interactive, Inc. (the “Scripps Merger”).

As a result of the DHC Merger, Discovery Communications, LLC became an indirect subsidiary of WarnerMedia Holdings, Inc. As a result of the Scripps Merger, Scripps Networks Interactive, Inc. became a direct subsidiary of WarnerMedia Holdings, Inc.

Among the Studios segment’s content highlights for 2024 were *Dune: Part Two, Beetlejuice, Beetlejuice* and *Godzilla x Kong: The New Empire* on the film side, with Warner Bros.

Discovery becoming the first studio to cross the $1 billion mark at the worldwide box office that year.

Award-winning TV titles for 2024 include *Abbott Elementary*, *Shrinking,* and *The Voice.* As of December 31, 2024, the new series *The Penguin* remains one of the most-watched debut seasons globally of any current HBO or Max show, behind only *House of the Dragon* and *The Last of Us*.

In September 2024, WBD announced a new global structure for the Company’s worldwide studio tours, retail destinations, touring exhibitions, and all location-based experiences.

WBD Global Experiences brings together the previous Global Themed Entertainment licensing group and the Studio Tours & Retail owned and operated group into a single worldwide division to develop and execute on global strategies that offer partners a mix of both group models, putting WBD in a position to drive growth and become a worldwide leader in the creation, development, licensing, and operation of location-based entertainment inspired by *Harry Potter*, DC, Looney Tunes, *Scooby-Doo*, *Game of Thrones*, *Friends*, Discovery and more.

TNT Sports is a global leader in the delivery of premium sports content.

Additionally, TNT Sports co-manages NCAA.com and NCAA March Madness Live, along with NBA Digital including NBA TV, the NBA App and NBA.com.

Bleacher Report and House of Highlights, digital destinations for young adult sports fans, are owned and operated by TNT Sports.

In March 2024, TNT Sports also premiered a primetime sports programming block on truTV consisting of live sports, original sports shows, and ancillary sports content.

TNT Sports in the United Kingdom and Ireland includes live coverage of Australian Open and Roland-Garros tennis; Grand Tour cycling; the Union Cycliste Internationale Mountain Bike World Series; World Championship and World Cup winter sports events; British and World Superbikes; snooker; Olympic Games 2026-2032; Premier League; Union of European Football Associations club football; Premiership men’s and women’s rugby; MotoGP; international cricket; Ultimate Fighting Championship and boxing, which are all available on TNT Sports and its streaming home, discovery+.

Our strong subscriber growth this year has driven increased revenue and profitability for the DTC segment.

In 2025 and 2026, we anticipate additional launches of our streaming services in major markets.

In 2024, HBO’s crime drama *The Penguin* earned positive reviews and grew its premiere-night audience by 54% from debut to finale.

*The Penguin* also earned Colin Farrell a Golden Globe Award in the category for Best Performance by a Male Actor in a Limited Series, Anthology Series, or a Motion Picture Made for Television.

Another standout was *True Detective: Night Country*, which became the series’ most watched season, receiving 19 Emmy nominations and one win for Jodie Foster’s performance.

New HBO series highlights include *Dune: Prophecy* and *Like Water for Chocolate*, both of which have already been renewed for a second season.

Other hit HBO series that returned to critical acclaim in 2024 included *House of the Dragon* and *Hacks*, a Golden Globe winner for Best Television Series - Musical or Comedy.

Our strategy to grow our DTC business globally delivered success in 2024 with the launch of Max in 73 new markets across Latin America, the Caribbean, Europe, and Asia and the addition of 19.3 million global subscribers to our DTC products.

In 2025, our content pipeline for HBO and Max includes the highly anticipated returns of *The White Lotus*, *The Last of Us*, *Hacks*, *...And Just Like That*, *Peacemaker*, and *The Gilded Age,* as well as the series premieres of *It: Welcome to Derry* and *The Eastern Gate*.

discovery+ highlights for 2024 included the premiere of *Quiet on Set* and the return of the *Curious Case of Natalia Grace*.

Subscribers to multiple WBD DTC products (listed above) are counted as a paid subscriber for each individual WBD DTC product subscription.

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.

These laws and their public and private enforcement are continually evolving.

More than a dozen comprehensive U.S. state privacy laws have taken effect in the last few years, and a number of others have been introduced and may pass in the future.

Such determination would increase our regulatory burdens substantially.

Merger with the WarnerMedia Business of AT&T

On April 8, 2022 (the “Closing Date”), Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business (the “WarnerMedia Business”, “WM Business” or “WM”) of AT&T Inc. (“AT&T”) and changed its name to Warner Bros.

Discovery, Inc. On April 11, 2022, the Company’s shares started trading on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol WBD.

The Merger was executed through a Reverse Morris Trust type transaction, under which WM was distributed to AT&T’s shareholders via a pro rata distribution, and immediately thereafter, combined with Discovery.

(See Note 3 and Note 4 to the accompanying consolidated financial statements).

Prior to the Merger, WarnerMedia Holdings, Inc. (“WMH”) distributed $40.5 billion to AT&T (subject to working capital and other adjustments) in a combination of cash, debt securities, and WM’s retention of certain debt.

Discovery transferred purchase consideration of $42.4 billion in equity to AT&T shareholders in the Merger.

In August 2022, the Company and AT&T finalized the post-closing working capital settlement process, which resulted in the Company receiving a $1.2 billion payment from AT&T in the third quarter of 2022 in lieu of adjusting the equity issued as consideration in the Merger.

AT&T shareholders received shares of WBD Series A common stock (“WBD common stock”) in the Merger representing 71% of the combined Company and the Company’s pre-Merger shareholders continued to own 29% of the combined Company, in each case on a fully diluted basis.

Discovery was deemed to be the accounting acquirer of the WM Business for accounting purposes under U.S. generally accepted accounting principles (“U.S. GAAP”); therefore, Discovery is considered the Company’s predecessor and the historical financial statements of Discovery prior to April 8, 2022, are reflected in this Annual Report on Form 10-K as the Company’s historical financial statements.

Accordingly, the financial results of the Company as of and for any periods prior to April 8, 2022 do not include the financial results of the WM Business and current and future results will not be comparable to results prior to the Merger.

Discovery is a premier global media and entertainment company that provides audiences with a differentiated portfolio of content, brands and franchises across television, film, streaming, and gaming.

Some of our iconic brands and franchises include Warner Bros.

Television Group, DC, HBO, HBO Max, Max, discovery+, CNN, Discovery Channel, HGTV, Food Network, TNT Sports, TBS, TLC, OWN, Warner Bros.

Games, Batman, Superman, Wonder Woman, Harry Potter, Looney Tunes, Hanna-Barbera, Game of Thrones, and The Lord of the Rings.

We are home to powerful creative engines and one of the largest collections of owned content in the world.

WBD has one of the strongest hands in the industry in terms of the completeness and quality of assets and intellectual property across sports, news, lifestyle, and entertainment in virtually every region of the globe and in most languages.

We serve audiences and consumers around the world with content that informs, entertains, and, when at its best, inspires.

Our asset mix positions us to drive a balanced approach to creating long-term value for shareholders.

It represents the full entertainment ecosystem, and the ability to serve consumers across the entire spectrum of offerings from domestic and international networks, premium pay-TV, streaming, production and release of feature films and original series, related consumer products and themed experience licensing, and interactive gaming.

Among the Studios segment’s content highlights for 2023 were *Barbie,* the #1 movie of the year globally based on worldwide gross revenue*, Wonka, Aquaman and the Lost Kingdom,* and *The Nun II* on the film side and award-winning TV titles including *Abbott Elementary*, *Ted Lasso*, *Night Court, Shrinking, Genndy Tartakovsky’s Primal, The Golden Bachelor,* and *The Voice.*

Based on the Wizarding World of Harry Potter franchise, Warner Bros.

Games launched *Hogwarts Legacy* in 2023, which became the #1 game of the year globally.

Part of the Worldwide Studio Operations group, Warner Bros.

Studio Tour London – The Making of Harry Potter and Warner Bros.

Studio Tour Hollywood attract visitors from around the world, giving fans the opportunity to get closer to the entertainment they love.

In June of 2023, the Worldwide Studios Operations group opened the Warner Bros.

Studio Tour Tokyo – The Making of Harry Potter, a new experience that was the first Warner Bros.

Studio Tour to open in Asia.

WBD’s other entertainment networks include OWN, Discovery Channel, Cartoon Network, Adult Swim, and truTV among many others.

Leading the lifestyle category are Magnolia Network, comprised of a collection of inspiring original series curated by Chip and Joanna Gaines featuring some of the U.S.’s most talented names in home and design, food, gardening, and the arts; HGTV, with relatable stories, real estate and renovation experts and home transformations; and Food Network, which connects viewers to the power and joy of food.

Additional lifestyle networks include Travel Channel, Science Channel, TLC, and Hogar de HGTV among many others.

WBD Sports (rebranded in January 2024 as TNT Sports) is a global leader in premium sports content across multiple platforms, engaging fans in the U.S. and internationally.

WBD Sports Europe features Eurosport, a leading sport destination and the home of the Olympic Games in Europe, as well as the Global Cycling Network (“GCN”), and Global Mountain Bike Network (“GMBN”).

In 2023, WBD exited its regional sports business (“AT&T SportsNets”) in the U.S.

In addition to the global networks described above, we operate networks internationally.

TVN operates a portfolio of free-to-air and pay-TV lifestyle, entertainment, and news networks in Poland.

Max initially launched in the U.S. and will roll out in international territories, starting in Latin America and the Caribbean in the first quarter of 2024, with more markets in EMEA and APAC to follow later in the year.

These laws and their public and private enforcement are continually evolving, with several comprehensive U.S. state privacy laws that took effect in 2023, or that will take effect in 2024, and many more introduced and expected to pass in the coming year, and novel litigation theories related to privacy advancing in the courts.

- flexible working arrangements around the globe to enable our employees to better balance work and personal commitments.

[removed: However, a] [added: A] determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgment about future events.

The Company may not currently be able to estimate the reasonably possible loss or range of loss for [removed: such] [added: certain] matters until developments in such matters have provided sufficient information to support an assessment of such loss.

[added: (See Note 22 to the accompanying consolidated financial statements.)] Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company’s results of operations in a particular subsequent reporting period is not known, management does not currently believe that the resolution of these matters will have a material adverse effect on the Company’s future consolidated financial position, future results of operations, or cash flows.

On March 4, 2024, plaintiffs filed an appeal.

On November 1, 2024, the United States Court of Appeals for the Second Circuit affirmed the February 5, 2024 judgment.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of voting and non-voting common stock held by non-affiliates of the Registrant computed by reference to the last sales price of such stock, as of the last business day of the Registrant’s most recently completed second fiscal quarter, which was June 30, [removed: 2023,] [added: 2024,] was approximately [removed: $30] [added: $18] billion.

Total number of shares outstanding of each class of the Registrant’s common stock as of February [removed: 8, 2024] [added: 13, 2025] was:

| Series A Common Stock, par value $0.01 per share | | | [removed: 2,439,687,237] [added: 2,454,764,337] | | |

Certain information required in Item 10 through Item 14 of Part III of this Annual Report on Form 10-K is incorporated herein by reference to the Registrant’s definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which shall be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

| [ITEM 1. [removed: Business.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_19)] [added: Business.](#i4e47735bf0e846a1b4d4b1bde7195ba7_16)] | | | [removed: [5](#ib967c7daa8ec4ce6a8b1de52f3c4237e_19)] [added: [5](#i4e47735bf0e846a1b4d4b1bde7195ba7_16)] | | |

| [ITEM 1A. Risk [removed: Factors.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_25)] [added: Factors.](#i4e47735bf0e846a1b4d4b1bde7195ba7_22)] | | | [removed: [13](#ib967c7daa8ec4ce6a8b1de52f3c4237e_25)] [added: [13](#i4e47735bf0e846a1b4d4b1bde7195ba7_22)] | | |

| [ITEM 1B. Unresolved Staff [removed: Comments.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_31)] [added: Comments.](#i4e47735bf0e846a1b4d4b1bde7195ba7_25)] | | | [removed: [27](#ib967c7daa8ec4ce6a8b1de52f3c4237e_31)] [added: [27](#i4e47735bf0e846a1b4d4b1bde7195ba7_25)] | | |

| [ITEM 1C. [removed: Cybersecurity.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_34)] [added: Cybersecurity.](#i4e47735bf0e846a1b4d4b1bde7195ba7_28)] | | | [removed: [27](#ib967c7daa8ec4ce6a8b1de52f3c4237e_34)] [added: [27](#i4e47735bf0e846a1b4d4b1bde7195ba7_28)] | | |

| [ITEM 2. [removed: Properties.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_2532)] [added: Properties.](#i4e47735bf0e846a1b4d4b1bde7195ba7_31)] | | | [removed: [28](#ib967c7daa8ec4ce6a8b1de52f3c4237e_2532)] [added: [28](#i4e47735bf0e846a1b4d4b1bde7195ba7_31)] | | |

| [ITEM 3. Legal [removed: Proceedings.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_37)] [added: Proceedings.](#i4e47735bf0e846a1b4d4b1bde7195ba7_34)] | | | [removed: [29](#ib967c7daa8ec4ce6a8b1de52f3c4237e_37)] [added: [30](#i4e47735bf0e846a1b4d4b1bde7195ba7_34)] | | |

| [ITEM 4. Mine Safety [removed: Disclosures.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_40)] [added: Disclosures.](#i4e47735bf0e846a1b4d4b1bde7195ba7_40)] | | | [removed: [29](#ib967c7daa8ec4ce6a8b1de52f3c4237e_40)] [added: [30](#i4e47735bf0e846a1b4d4b1bde7195ba7_40)] | | |

| [ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_46)] [added: Securities.](#i4e47735bf0e846a1b4d4b1bde7195ba7_46)] | | | [removed: [31](#ib967c7daa8ec4ce6a8b1de52f3c4237e_46)] [added: [32](#i4e47735bf0e846a1b4d4b1bde7195ba7_46)] | | |

| [ITEM 6. [removed: \[Reserved.\]](#ib967c7daa8ec4ce6a8b1de52f3c4237e_52)] [added: \[Reserved.\]](#i4e47735bf0e846a1b4d4b1bde7195ba7_52)] | | | [removed: [32](#ib967c7daa8ec4ce6a8b1de52f3c4237e_52)] [added: [33](#i4e47735bf0e846a1b4d4b1bde7195ba7_52)] | | |

| [ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_55)] [added: Operations.](#i4e47735bf0e846a1b4d4b1bde7195ba7_55)] | | | [removed: [32](#ib967c7daa8ec4ce6a8b1de52f3c4237e_55)] [added: [33](#i4e47735bf0e846a1b4d4b1bde7195ba7_55)] | | |

| [ITEM 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_112)] [added: Risk.](#i4e47735bf0e846a1b4d4b1bde7195ba7_100)] | | | [removed: [52](#ib967c7daa8ec4ce6a8b1de52f3c4237e_112)] [added: [53](#i4e47735bf0e846a1b4d4b1bde7195ba7_100)] | | |

| [ITEM 8. Financial Statements and Supplementary [removed: Data.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_115)] [added: Data.](#i4e47735bf0e846a1b4d4b1bde7195ba7_103)] | | | [removed: [55](#ib967c7daa8ec4ce6a8b1de52f3c4237e_115)] [added: [55](#i4e47735bf0e846a1b4d4b1bde7195ba7_103)] | | |

| [ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_256)] [added: Disclosure.](#i4e47735bf0e846a1b4d4b1bde7195ba7_238)] | | | [removed: [116](#ib967c7daa8ec4ce6a8b1de52f3c4237e_256)] [added: [118](#i4e47735bf0e846a1b4d4b1bde7195ba7_238)] | | |

| [ITEM 9A. Controls and [removed: Procedures.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_259)] [added: Procedures.](#i4e47735bf0e846a1b4d4b1bde7195ba7_241)] | | | [removed: [116](#ib967c7daa8ec4ce6a8b1de52f3c4237e_259)] [added: [118](#i4e47735bf0e846a1b4d4b1bde7195ba7_241)] | | |

| [ITEM 9B. Other [removed: Information.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_262)] [added: Information.](#i4e47735bf0e846a1b4d4b1bde7195ba7_244)] | | | [removed: [116](#ib967c7daa8ec4ce6a8b1de52f3c4237e_262)] [added: [118](#i4e47735bf0e846a1b4d4b1bde7195ba7_244)] | | |

| [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_265)] [added: Inspections.](#i4e47735bf0e846a1b4d4b1bde7195ba7_247)] | | | [removed: [116](#ib967c7daa8ec4ce6a8b1de52f3c4237e_265)] [added: [118](#i4e47735bf0e846a1b4d4b1bde7195ba7_247)] | | |

| [ITEM 10. Directors, Executive Officers and Corporate [removed: Governance.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_271)] [added: Governance.](#i4e47735bf0e846a1b4d4b1bde7195ba7_253)] | | | [removed: [117](#ib967c7daa8ec4ce6a8b1de52f3c4237e_271)] [added: [119](#i4e47735bf0e846a1b4d4b1bde7195ba7_253)] | | |

| [ITEM 11. Executive [removed: Compensation.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_274)] [added: Compensation.](#i4e47735bf0e846a1b4d4b1bde7195ba7_256)] | | | [removed: [117](#ib967c7daa8ec4ce6a8b1de52f3c4237e_274)] [added: [119](#i4e47735bf0e846a1b4d4b1bde7195ba7_256)] | | |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_277)] [added: Matters.](#i4e47735bf0e846a1b4d4b1bde7195ba7_259)] | | | [removed: [117](#ib967c7daa8ec4ce6a8b1de52f3c4237e_277)] [added: [119](#i4e47735bf0e846a1b4d4b1bde7195ba7_259)] | | |

| [ITEM 13. Certain Relationships and Related Transactions, and Director [removed: Independence.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_280)] [added: Independence.](#i4e47735bf0e846a1b4d4b1bde7195ba7_262)] | | | [removed: [117](#ib967c7daa8ec4ce6a8b1de52f3c4237e_280)] [added: [119](#i4e47735bf0e846a1b4d4b1bde7195ba7_262)] | | |

| [ITEM 14. Principal Accountant Fees and [removed: Services.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_283)] [added: Services.](#i4e47735bf0e846a1b4d4b1bde7195ba7_265)] | | | [removed: [117](#ib967c7daa8ec4ce6a8b1de52f3c4237e_283)] [added: [120](#i4e47735bf0e846a1b4d4b1bde7195ba7_265)] | | |

| [ITEM 15. Exhibits and Financial Statement [removed: Schedules.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_289)] [added: Schedules.](#i4e47735bf0e846a1b4d4b1bde7195ba7_271)] | | | [removed: [118](#ib967c7daa8ec4ce6a8b1de52f3c4237e_289)] [added: [121](#i4e47735bf0e846a1b4d4b1bde7195ba7_271)] | | |

| [ITEM 16. Form 10-K [removed: Summary.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_295)] [added: Summary.](#i4e47735bf0e846a1b4d4b1bde7195ba7_277)] | | | [removed: [127](#ib967c7daa8ec4ce6a8b1de52f3c4237e_295)] [added: [130](#i4e47735bf0e846a1b4d4b1bde7195ba7_277)] | | |

- adverse outcomes of legal proceedings or [removed: disputes] [added: disputes, including those] related to our acquisition of the WarnerMedia [removed: Business;][added: Business, or adverse outcomes from regulatory proceedings;]

- changes in, or failure or inability to comply with, laws and government regulations, including, without limitation, regulations of the [added: U.S. government and other international governments, the] Federal Communications Commission and similar authorities internationally and data privacy [removed: regulations, and adverse outcomes from regulatory or legal proceedings;][added: regulations;]

- general economic and business conditions, fluctuations in foreign currency exchange rates, global events such as pandemics, [added: natural disasters impacting the geographic areas where our businesses] and [added: operations are located, and] political [added: uncertainty or] unrest in the [removed: international] markets in which we operate.

These risks have the potential to impact the recoverability of the assets recorded on our balance sheets, including goodwill [removed: or] [added: and] other intangibles.

| 4.302% Senior Notes due 2030 | | | WBDI30 | | | The Nasdaq Global Market | | |

| 4.693% Senior Notes due 2033 | | | WBDI33 | | | The Nasdaq Global Market | | |

| [PART I](#i4e47735bf0e846a1b4d4b1bde7195ba7_10) | | | | | |

| [PART II](#i4e47735bf0e846a1b4d4b1bde7195ba7_43) | | | [32](#i4e47735bf0e846a1b4d4b1bde7195ba7_43) | | |

| [PART III](#i4e47735bf0e846a1b4d4b1bde7195ba7_250) | | | [119](#i4e47735bf0e846a1b4d4b1bde7195ba7_250) | | |

| [PART IV](#i4e47735bf0e846a1b4d4b1bde7195ba7_268) | | | [121](#i4e47735bf0e846a1b4d4b1bde7195ba7_268) | | |

| [SIGNATURES](#i4e47735bf0e846a1b4d4b1bde7195ba7_280) | | | [131](#i4e47735bf0e846a1b4d4b1bde7195ba7_280) | | |

- changes to our corporate or debt-specific credit ratings or outlook;

- unforeseen costs, execution risks, and operational challenges related to our efforts to integrate the WarnerMedia Business;

| [PART I](#ib967c7daa8ec4ce6a8b1de52f3c4237e_10) | | | | | |

| [PART II](#ib967c7daa8ec4ce6a8b1de52f3c4237e_43) | | | [31](#ib967c7daa8ec4ce6a8b1de52f3c4237e_43) | | |

| [PART III](#ib967c7daa8ec4ce6a8b1de52f3c4237e_268) | | | [117](#ib967c7daa8ec4ce6a8b1de52f3c4237e_268) | | |

| [PART IV](#ib967c7daa8ec4ce6a8b1de52f3c4237e_286) | | | [118](#ib967c7daa8ec4ce6a8b1de52f3c4237e_286) | | |

| [SIGNATURES](#ib967c7daa8ec4ce6a8b1de52f3c4237e_298) | | | [128](#ib967c7daa8ec4ce6a8b1de52f3c4237e_298) | | |

- potential unknown liabilities, adverse consequences or unforeseen increased expenses associated with the WarnerMedia Business or our efforts to integrate the WarnerMedia Business;

Our Chief Information Security Officer (“CISO”) is responsible for [removed: cybersecurity risk oversight] [added: the management of such risks] and oversees a global organization whose responsibilities include proactively managing and monitoring information and content security, cybersecurity risk, and processes to enable secure and resilient access to, and use of, WBD products and services.

Our Audit Committee regularly reviews and discusses our cybersecurity risks and is updated [added: quarterly] by our CISO on how we identify, assess and mitigate those risks.

Our board of directors oversees risk management at WBD and has delegated functional oversight of cybersecurity and information technology risks to the Audit Committee.

Our cybersecurity risk management processes are aligned and integrated into our overall enterprise risk management approach.

We periodically experience cybersecurity incidents, but, as of December 31, 2024, we are not aware of any such incidents that have materially impacted or are reasonably likely to materially impact our business, financial condition or results of operations.

However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced undetected cybersecurity incidents or will not discover additional information about previously detected events.

Since the closing of the Merger in 2022, we have continued to strengthen and enhance our cybersecurity program and integrate it into our overall risk management processes.

The Company owns and leases approximately [removed: 23] [added: 17] million square feet of offices; studios; technical, production and warehouse spaces; and other properties in numerous locations in the U.S. and around the world for its businesses.

The following table sets forth information as of December 31, [removed: 2023] [added: 2024] with respect to the Company’s principal properties:

| Burbank, CA 3000 West Alameda Avenue | | | | | | Studios | | | | | | [removed: 860,000] [added: 460,000] | | | | | | [removed: Owned.] [added: Leased; expires in 2027.] | | |

| Santiago, Chile Pedro Montt 2354 | | | | | | Studios and Networks | | | | | | 610,000 | | | | | | [removed: Owned.] [added: Owned] | | |

| Tokyo, Japan 1-1625-1, Kasuga-cho, Nerima-ku | | | | | | Studios | | | | | | [removed: 527,000] [added: 531,000] | | | | | | Leased; expires in [removed: 2052.] [added: 2053.] | | |

| Atlanta, GA [removed: 3755] [added: 3700] Atlanta Industrial Pkwy. | | | | | | Studios | | | | | | [removed: 409,000] [added: 177,000] | | | | | | Leased; expires in [removed: 2024.] [added: 2025.] | | |

| Warsaw, Poland Wiertnicza 166 | | | | | | Studios, Networks, DTC, and Corporate | | | | | | [removed: 247,000] [added: 335,000] | | | | | | Owned. | | |

| Richmond, Canada 13480 Crestwood Place | | | | | | Studios | | | | | | [removed: 108,000] [added: 114,000] | | | | | | Leased; expires in 2030. | | |

| Hyderabad, India Block A, International Tech Park | | | | | | [removed: Corporate] [added: Corp.] | | | | | | [removed: 89,000] [added: 110,000] | | | | | | Leased; expires in 2028. | | |

| Many of the listed locations are occupied by multiple segments; the most critical [removed: (or] [added: or] the [removed: principal)] [added: principal] occupiers are listed here. | | | | | | | | | | | | | | | | | | | | |

| Mexico City, Mexico Paseo de las Palmas, 425 Col. Lomas de Chapultepec | | | | | | Corp. | | | | | | 85,000 | | | | | | Leased; expires in 2029 | | |

| Knoxville, TN 265 Brookview Center Way | | | | | | Networks and Corp. | | | | | | 53,000 | | | | | | Leased; expires in 2033. | | |

| Bellevue, WA 225 108th Avenue NE | | | | | | DTC | | | | | | 48,000 | | | | | | Leased; expires in 2030. | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Location | | | | | | Principal Use | | | | | | Approximate Square Footage | | | | | | Type of Ownership; Expiration Date of Lease | | |

| | | | | | | | | | | | | | | | | | | | | |

| Atlanta, GA One CNN Center | | | | | | Studios, Networks, and Corporate | | | | | | 1,150,000 | | | | | | Leased; expires in 2024. | | |

| Atlanta, GA 3700 Atlanta Industrial Pkwy. | | | | | | Studios | | | | | | 177,000 | | | | | | Leased; expires in 2024. | | |

As of February [removed: 23, 2024,] [added: 27, 2025,] the following individuals are the executive officers of the Company.

Age: [removed: 64][added: 65]

Age: [removed: 46][added: 47]

Executive Officer since [removed: 2017][added: 2025]

Prior to the closing, Mr. Wiedenfels served as [removed: Discovery, Inc.’s] [added: Discovery’s] Chief Financial Officer from April 2017 until April 2022.

Age: [removed: 56][added: 50]

Executive Officer since [removed: 2008][added: 2024]

Age: [removed: 60][added: 57]

Age: [removed: 52][added: 61]

[removed: Adria Alpert Romm,] [added: Jennifer Remling,] Chief People and Culture Officer

Age: [removed: 68][added: 59]

Ms. [removed: Romm] [added: Remling joined the Company in January 2024 and] has served as our Chief People and Culture Officer since [removed: the closing of the Merger on] April [removed: 8, 2022.][added: 1, 2024.]

[removed: Sims,] [added: Priya Aiyar,] Chief Legal Officer

Ms. Aiyar joined the Company as our Chief Legal Officer on February 24, 2025.

Prior to joining the Company, Ms. Aiyar served at American Airlines Group Inc., a global airline, as its Executive Vice President, Corporate Affairs and Chief Legal Officer from September 2022 to February 2025, its Senior Vice President, Corporate Affairs and Chief Legal Officer from January 2022 to September 2022, and its Senior Vice President and General Counsel from September 2019 to January 2022.

Prior to joining the Company, Ms. Remling served as Chief People Officer of WPP, a global advertising and marketing services company, from January 2016 to December 2023.

Age: 69

Prior to joining Discovery, Ms. Locke served as Vice President, Corporate Controller and Principal Accounting Officer for Gannett Co., Inc., a media company, from June 2015 to May 2019.

Prior to the closing, Ms. Romm served as Discovery’s Chief People and Culture Officer from April 2019 to April 2022.

Prior to that, Ms. Romm served as Discovery’s Chief Human Resources and Diversity Officer from March 2014 to March 2019 and Discovery’s Senior Executive Vice President of Human Resources from March 2007 to February 2014.

Savalle C.

Ms. Sims has served as our Chief Legal Officer since October 2023 and was previously Executive Vice President and General Counsel from the closing of the Merger on April 8, 2022 to October 2023.

Prior to the closing, Ms. Sims served as Discovery’s Executive Vice President and General Counsel from April 2017 until April 2022.

Prior to that, Ms. Sims served as Discovery’s Executive Vice President and Deputy General Counsel from December 2014 to April 2017 and Discovery’s Senior Vice President, Litigation and Intellectual Property from August 2011 to December 2014.

WBD common stock is listed and traded on [added: the] Nasdaq [added: Global Select Market (“Nasdaq”)] under the symbol “WBD”.

As of February [removed: 8, 2024,] [added: 13, 2025,] there were approximately [removed: 689,822 record] [added: 669,356] holders of [added: record of] WBD common stock.

The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend-reinvested basis, for (a) WBD common stock (which began trading on April 11, 2022) and Discovery Series A common stock, Series B convertible common stock, and Series C common stock (which ceased trading on April 8, 2022), (b) the Standard and [removed: Poor's] [added: Poor’s] 500 Stock Index (“S&P 500 Index”), and (c) the Standard & Poor’s 500 Media and Entertainment Industry Group Index (“S&P 500 Media & Entertainment Index”) for the five years ended December 31, [removed: 2023.][added: 2024.]

The graph assumes $100 was invested in each of Discovery Series A common stock, Series B convertible common stock, and Series C common stock, the S&P 500 Index, and the S&P 500 Media & Entertainment Index on December 31, [removed: 2018,] [added: 2019,] and that $100 was invested in WBD common stock on April 11, 2022, the date on which it began trading.

Note that historic stock price performance is not necessarily indicative of future stock price [removed: performance.][added: performance.]

Copyright [removed: 1980-2024.][added: 1980-2025.]

| | | | | | | December 31, | | | | | | | | | | | | | | | | | | [added: April 11,] | | | | | | [removed: April 11,] [added: December 31,] | | | | | | [removed: December 31,] | | | | | | | | |

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | 2022 | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| WBD | | | | | | | | | | | | | | | | | | | | | | | | [added: $] | [added: 100.00] | | | | | $ | [removed: 100.00] [added: 38.26] | | | | | $ | [removed: 38.26] [added: 45.92] | | | | | $ | [removed: 45.92] [added: 42.66] | |

| DISCA | | | | | | $ | 100.00 | | | | | $ | 91.91 | | | | | $ | 71.90 | | | | | $ | 74.62 | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

| DISCB | | | | | | $ | 100.00 | | | | | $ | 89.35 | | | | | $ | 82.05 | | | | | $ | 67.43 | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

| DISCK | | | | | | $ | 100.00 | | | | | $ | 85.90 | | | | | $ | 75.11 | | | | | $ | 80.09 | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 141.64 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| S&P 500 Media & Entertainment Index | | | | | | $ | 100.00 | | | | | $ | 131.54 | | | | | $ | 166.98 | | | | | $ | 137.39 | | | | | $ | 93.66 | | | | | $ | 155.53 | | | | | $ | 220.01 | |


| DISCA | | | | | | $ | 100.00 | | | | | $ | 132.34 | | | | | $ | 121.63 | | | | | $ | 95.15 | | | | | $ | 98.75 | | | | | $ | — | | | | | $ | — | |

| DISCB | | | | | | $ | 100.00 | | | | | $ | 108.24 | | | | | $ | 96.72 | | | | | $ | 88.81 | | | | | $ | 72.99 | | | | | $ | — | | | | | $ | — | |

| DISCK | | | | | | $ | 100.00 | | | | | $ | 132.11 | | | | | $ | 113.48 | | | | | $ | 99.22 | | | | | $ | 105.81 | | | | | $ | — | | | | | $ | — | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 186.24 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| S&P 500 Media & Entertainment Index | | | | | | $ | 100.00 | | | | | $ | 134.15 | | | | | $ | 176.47 | | | | | $ | 224.01 | | | | | $ | 184.31 | | | | | $ | 125.65 | | | | | $ | 208.66 | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_118)] [added: Reporting.](#i4e47735bf0e846a1b4d4b1bde7195ba7_106)] | | | [removed: [56](#ib967c7daa8ec4ce6a8b1de52f3c4237e_118)] [added: [56](#i4e47735bf0e846a1b4d4b1bde7195ba7_106)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ib967c7daa8ec4ce6a8b1de52f3c4237e_121).] [added: Firm](#i4e47735bf0e846a1b4d4b1bde7195ba7_109).] (PCAOB ID 238) | | | [removed: [57](#ib967c7daa8ec4ce6a8b1de52f3c4237e_121)] [added: [57](#i4e47735bf0e846a1b4d4b1bde7195ba7_109)] | | |

| [Consolidated Financial Statements of Warner Bros. Discovery, [removed: Inc.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_124)] [added: Inc.](#i4e47735bf0e846a1b4d4b1bde7195ba7_112)] | | | [removed: [59](#ib967c7daa8ec4ce6a8b1de52f3c4237e_124)] [added: [59](#i4e47735bf0e846a1b4d4b1bde7195ba7_112)] | | |

| [Consolidated Statements of [removed: Operations](#ib967c7daa8ec4ce6a8b1de52f3c4237e_124).] [added: Operations](#i4e47735bf0e846a1b4d4b1bde7195ba7_112).] | | | [removed: [59](#ib967c7daa8ec4ce6a8b1de52f3c4237e_124)] [added: [59](#i4e47735bf0e846a1b4d4b1bde7195ba7_112)] | | |

| [Consolidated Statements of Comprehensive (Loss) [removed: Income](#ib967c7daa8ec4ce6a8b1de52f3c4237e_127).] [added: Income](#i4e47735bf0e846a1b4d4b1bde7195ba7_115).] | | | [removed: [60](#ib967c7daa8ec4ce6a8b1de52f3c4237e_127)] [added: [60](#i4e47735bf0e846a1b4d4b1bde7195ba7_115)] | | |

| [Consolidated Balance [removed: Sheets.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_130)] [added: Sheets.](#i4e47735bf0e846a1b4d4b1bde7195ba7_118)] | | | [removed: [61](#ib967c7daa8ec4ce6a8b1de52f3c4237e_130)] [added: [61](#i4e47735bf0e846a1b4d4b1bde7195ba7_118)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib967c7daa8ec4ce6a8b1de52f3c4237e_133).] [added: Flows](#i4e47735bf0e846a1b4d4b1bde7195ba7_121).] | | | [removed: [62](#ib967c7daa8ec4ce6a8b1de52f3c4237e_133)] [added: [62](#i4e47735bf0e846a1b4d4b1bde7195ba7_121)] | | |

| [Consolidated Statements of [removed: Equity](#ib967c7daa8ec4ce6a8b1de52f3c4237e_136).] [added: Equity](#i4e47735bf0e846a1b4d4b1bde7195ba7_124).] | | | [removed: [63](#ib967c7daa8ec4ce6a8b1de52f3c4237e_136)] [added: [63](#i4e47735bf0e846a1b4d4b1bde7195ba7_124)] | | |

[removed: | [Notes to Consolidated Financial Statements](#ib967c7daa8ec4ce6a8b1de52f3c4237e_139). | | | [65](#ib967c7daa8ec4ce6a8b1de52f3c4237e_139) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on the framework set forth in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its evaluation, management concluded that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report in Item 8 of Part II of this Annual Report on Form 10-K under the caption “Report of Independent Registered Public Accounting Firm.”

Discovery, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, of comprehensive (loss) income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

[removed: *Goodwill] [added: *Interim and Annual Goodwill] Impairment Assessments [removed: -] [added: –] Networks and DTC Reporting Units*

As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $35.0] [added: $25.7] billion as of December 31, [removed: 2023,] [added: 2024,] and the goodwill associated with the Networks and DTC reporting units was [removed: $17.6] [added: $8.4] billion and $8.1 billion, respectively.

If a qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit [removed: goodwill] exceeds its fair value, a quantitative impairment test is performed.

If the carrying amount of the reporting unit exceeds [removed: the] [added: its] fair [removed: value of the reporting unit,] [added: value,] an impairment charge is recorded for the amount by which the carrying amount exceeds the fair value, not to exceed the amount of goodwill recorded for that reporting unit.

As of October 1, [removed: 2023,] [added: 2024,] the Company performed a quantitative goodwill impairment assessment for all [added: of its] reporting units.

The [removed: estimated fair] [added: carrying] value of [removed: each] [added: the Networks] reporting unit exceeded its [removed: carrying] [added: fair] value [removed: and, therefore, no] [added: and the Company recorded a goodwill] impairment [removed: was recorded.][added: charge of $9.1 billion.]

Significant judgments and assumptions for the quantitative goodwill [removed: tests] [added: assessments] performed include discount rates, control premiums, terminal growth rates, relevant comparable company earnings multiples, and the amount and timing of expected future cash flows, including the revenue projections and profit margins.

The principal considerations for our determination that performing procedures relating to the [added: interim and annual] goodwill impairment assessments of the Networks [added: reporting unit] and [added: the annual goodwill impairment assessment of the] DTC reporting [removed: units] [added: unit] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Networks and DTC reporting [removed: units,] [added: units;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions [removed: used in the discounted cash flow method] related to revenue projections for [added: both] the Networks and DTC reporting [removed: units and] [added: units, as well as] discount [removed: rate] [added: rates] for the Networks reporting [removed: unit,] [added: unit;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures also included, among others, (i) testing management’s process for developing the fair value [removed: estimate] [added: estimates] of the Networks and DTC reporting units, (ii) evaluating the appropriateness of the discounted cash flow method used by [removed: management,] [added: management;] (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow [removed: method,] [added: method;] and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue projections [added: for both the Networks] and [added: DTC reporting units, as well as] discount [removed: rate.][added: rates for the Networks reporting unit.]

Evaluating management’s assumptions related to revenue projections involved evaluating whether the assumptions [removed: are] [added: were] reasonable considering (i) the current and past performance of the Networks and DTC reporting [removed: units,] [added: units;] (ii) the consistency with external market and industry [removed: data,] [added: data;] and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and (ii) the reasonableness of the discount rate [removed: assumption.][added: assumptions.]

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Distribution | | | | | | $ | [removed: 20,237] [added: 19,701] | | | | | $ | [removed: 16,142] [added: 20,237] | | | | | $ | [removed: 5,202] [added: 16,142] | |

| Advertising | | | | | | [removed: 8,700] [added: 8,090] | | | | | | [removed: 8,524] [added: 8,700] | | | | | | [removed: 6,194] [added: 8,524] | | |

| Content | | | | | | [removed: 11,203] [added: 10,297] | | | | | | [removed: 8,360] [added: 11,203] | | | | | | [removed: 737] [added: 8,360] | | |

| Other | | | | | | [removed: 1,181] [added: 1,233] | | | | | | [removed: 791] [added: 1,181] | | | | | | [removed: 58] [added: 791] | | |

| Total revenues | | | | | | [removed: 41,321] [added: 39,321] | | | | | | [removed: 33,817] [added: 41,321] | | | | | | [removed: 12,191] [added: 33,817] | | |

| Costs of revenues, excluding depreciation and amortization | | | | | | [removed: 24,526] [added: 22,970] | | | | | | [removed: 20,442] [added: 24,526] | | | | | | [removed: 4,620] [added: 20,442] | | |

| Selling, general and administrative | | | | | | [removed: 9,696] [added: 9,296] | | | | | | [removed: 9,678] [added: 9,696] | | | | | | [removed: 4,016] [added: 9,678] | | |

| Depreciation and amortization | | | | | | [removed: 7,985] [added: 7,037] | | | | | | [removed: 7,193] [added: 7,985] | | | | | | [removed: 1,582] [added: 7,193] | | |

| Restructuring and other charges | | | | | | [removed: 585] [added: 447] | | | | | | [removed: 3,757] [added: 585] | | | | | | [removed: 32] [added: 3,757] | | |

| Impairments and loss [removed: (gain)] on dispositions | | | | | | [removed: 77] [added: 9,603] | | | | | | [removed: 117] [added: 77] | | | | | | [removed: (71)] [added: 117] | | |

| Total costs and expenses | | | | | | [removed: 42,869] [added: 49,353] | | | | | | [removed: 41,187] [added: 42,869] | | | | | | [removed: 10,179] [added: 41,187] | | |

| Operating [removed: (loss) income] [added: loss] | | | | | | [removed: (1,548)] [added: (10,032)] | | | | | | [removed: (7,370)] [added: (1,548)] | | | | | | [removed: 2,012] [added: (7,370)] | | |

| [Notes to Consolidated Financial Statements](#i4e47735bf0e846a1b4d4b1bde7195ba7_127). | | | [64](#i4e47735bf0e846a1b4d4b1bde7195ba7_127) | | |

During the second quarter of 2024, management concluded that the delta between market capitalization and book value, continued softness in the U.S. linear advertising market, and uncertainty related to affiliate and sports rights renewals, including the NBA, represented a triggering event for the Networks reporting unit.

Fair value was determined using a discounted cash flow method.

| Gain on extinguishment of debt | | | | | | 632 | | | | | | 17 | | | | | | — | | |

| Net loss | | | | | | $ | (11,482) | | | | | $ | (3,079) | | | | | $ | (7,297) | |

| Depreciation and amortization | | | | | | 7,037 | | | | | | 7,985 | | | | | | 7,193 | | |

| Gain on extinguishment of debt | | | | | | (632) | | | | | | (17) | | | | | | — | | |

| Borrowings under commercial paper program and revolving credit facility | | | | | | 14,203 | | | | | | 5,207 | | | | | | 2,393 | | |

| Repayments under commercial paper program and revolving credit facility | | | | | | (14,203) | | | | | | (5,214) | | | | | | (2,395) | | |

| December 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | 2,684 | | | | | | $ | 27 | | | | | $ | 55,560 | | | | | $ | (8,244) | | | | | $ | (12,239) | | | | | $ | (1,067) | | | | | $ | 34,037 | | | | | $ | 792 | | | | | $ | 34,829 | |

Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including: Discovery Channel, Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros.

Television Group, Warner Bros.

Games, Adult Swim, Turner Classic Movies, and others.

In December 2024, the Company announced that its board of directors had authorized the Company to implement a new corporate structure.

There were no changes to the Company’s reportable segments as a result of this announcement.

The Company experienced content completion and delivery delays in the first quarter of 2024 due to the pause in television and theatrical productions in 2023, but did not experience any material impacts for the remainder of 2024.

When linear and DTC distribution arrangements are offered in a bundle deal, consideration is allocated to each deliverable based on its relative standalone selling price, and revenue is recognized as described above.

RSU awards generally provide for accelerated vesting upon termination from the Company if the employee has reached a specified age and years of service and if the grant has been held at least six months from the grant date.

Stock options generally provide for accelerated vesting upon termination from the Company if the employee has reached a specified age and years of service and if the grant has been held at least six months from the grant date.

Bundled streaming service arrangements are evaluated at inception to determine whether it is a collaborative agreement based on the facts and circumstances.

In the cases of bundled collaborative agreements, the partners share the expenses incurred and revenues generated.

In each period, the Company reflects its share of expenses and revenues in the consolidated statements of operations.

Significant judgment is exercised in evaluating all relevant information, the technical merits of the tax positions, and the accurate measurement of unrecognized tax benefits when determining the amount of reserve and whether positions taken on the Company’s tax returns are more likely than not to be sustained.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively to all prior periods presented in the financial statements.

The Company did not early adopt the amendments as of December 31, 2024.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued guidance updating the disclosure requirements for income statement expenses, primarily through disaggregation of certain types of expenses presented on the income statement.

| Net loss | | | | | | $ | (11,482) | | | | | $ | (3,079) | | | | | $ | (7,297) | |

| Net loss (income) attributable to noncontrolling interests | | | | | | 129 | | | | | | (38) | | | | | | (68) | | |

In connection with the dispute, the Company established an immaterial accrual in the first quarter of 2024.

In May 2024, the Company sold its 50% interest in All3Media, an equity method investment, for proceeds of $324 million and recorded a gain of $203 million in other income (expense), net in the consolidated statements of operations.

In October 2024, the Company sold its minority interests in Formula E, which were recorded as an equity method investment and an investment without readily determinable fair value, to Liberty Global, a related party, for total proceeds of $217 million and recorded a gain of $61 million in other income (expense), net in the consolidated statements of operations.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Impairment of goodwill | | | | | | — | | | | | | (9,147) | | | | | | — | | | | | | | | | | | | (9,147) | | |

| Foreign currency translation and other adjustments | | | | | | (75) | | | | | | (64) | | | | | | (16) | | | | | | | | | | | | (155) | | |

| December 31, 2024 | | | | | | $ | 9,197 | | | | | $ | 8,419 | | | | | $ | 8,051 | | | | | | | | | | | $ | 25,667 | |

| Other | | | 6 | | | | | | 586 | | | | | | (531) | | | | | | 55 | | | | | | 591 | | | | | | (502) | | | | | | 89 | | |

During 2024, as a result of the goodwill impairment charge discussed below and recorded in the second quarter of 2024, and the long-term trends and risks associated with the Company’s Networks reporting unit, the Company reassessed and shortened the useful lives for certain of its linear networks trade names.

| | | | | | |

Management determines the fair value of the reporting units by using a combination of discounted cash flow and market valuation methodologies.

February 23, 2024

(in millions)

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Purchases of investments | | | | | | — | | | | | | — | | | | | | (103) | | |

| Repayments under revolving credit facility | | | | | | (1,350) | | | | | | (125) | | | | | | — | | |

| Borrowings under revolving credit facility | | | | | | 1,350 | | | | | | 125 | | | | | | — | | |

| Borrowings under commercial paper program | | | | | | 3,857 | | | | | | 2,268 | | | | | | — | | |

| Repayments under commercial paper program | | | | | | (3,864) | | | | | | (2,270) | | | | | | — | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2020 | | | | | | 13 | | | | | | $ | — | | | | | 717 | | | | | | $ | 7 | | | | | — | | | | | | $ | — | | | | | $ | 10,809 | | | | | $ | (8,244) | | | | | $ | 8,543 | | | | | $ | (651) | | | | | $ | 10,464 | | | | | $ | 1,536 | | | | | $ | 12,000 | |

Discovery is a premier global media and entertainment company that provides audiences with a differentiated portfolio of content, brands and franchises across television, film, streaming, and gaming.

Some of our iconic brands and franchises include Warner Bros.

Television Group, DC, HBO, HBO Max, Max, discovery+, CNN, Discovery Channel, HGTV, Food Network, TNT Sports, TBS, TLC, OWN, Warner Bros.

Games, Batman, Superman, Wonder Woman, Harry Potter, Looney Tunes, Hanna-Barbera, Game of Thrones, and The Lord of the Rings.

Equity method investments are written down to fair value if there is evidence of a loss in value that is other-than-temporary.

The Company may estimate the fair value of its equity method investments by considering recent investee equity transactions, DCF analysis, recent operating results, comparable public company operating cash flow multiples and, in certain situations, balance sheet liquidation values.

If the fair value of the investment has dropped below its carrying amount, management considers several factors when determining whether an other-than-temporary decline has occurred, such as the length of the time and the extent to which the estimated fair value or market value has been below the carrying value, the financial condition and the near-term prospects of the investee, the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value, and general market conditions.

RSU awards generally provide for accelerated vesting upon retirement or after reaching a specified age and years of service.

Stock options vest ratably over four years from the grant date based on continuous service and expire seven years from the date of grant.

Stock option awards generally provide for accelerated vesting upon retirement or after reaching a specified age and years of service.

No amounts were recorded pursuant to the loss cap during the year ended December 31, 2022 since the 2022 cap was finalized prior to the Merger.

Supplier Finance Programs

In September 2022, the Financial Accounting Standards Board (“FASB”) issued guidance updating the disclosure requirements for supplier finance program obligations.

This guidance provides specific authoritative guidance for disclosure of supplier finance programs, including key terms of such programs, amounts outstanding, and where the obligations are presented in the statement of financial position.

| Add: | | | | | | | | | | | | | | | | | | | | |

| Allocation of undistributed income to Series A-1 convertible preferred stockholders | | | | | | — | | | | | | — | | | | | | 110 | | |

| Net (loss) income allocated to Warner Bros. Discovery, Inc. Series A common stockholders for diluted net (loss) income per share | | | | | | $ | (3,126) | | | | | $ | (7,420) | | | | | $ | 1,022 | |

| Impact of assumed preferred stock conversion | | | | | | — | | | | | | — | | | | | | 71 | | |

| Common shares outstanding — diluted | | | | | | 2,436 | | | | | | 1,940 | | | | | | 664 | | |

| Anti-dilutive share-based awards | | | | | | 69 | | | | | | 49 | | | | | | 17 | | |

In June 2021, the Company completed the sale of its Great American Country network to Hicks Equity Partners for a sale price of $90 million and recorded a gain of $76 million.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2021 | | | | | | $ | 10,813 | | | | | $ | 2,099 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 12,912 | |

| Segment recast | | | | | | (10,813) | | | | | | (2,059) | | | | | | — | | | | | | 10,555 | | | | | | 2,317 | | | | | | | | | | | | — | | |

| Acquisitions (See Note 4) | | | | | | — | | | | | | — | | | | | | 9,047 | | | | | | 7,081 | | | | | | 5,618 | | | | | | | | | | | | 21,746 | | |

| Other | | | 6 | | | | | | 591 | | | | | | (502) | | | | | | 89 | | | | | | 568 | | | | | | (324) | | | | | | 244 | | |

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2023.][added: 2024.]

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the [added: Securities] Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Based on the evaluation of our disclosure controls and procedures as of December 31, [removed: 2023,] [added: 2024,] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

During the three months ended December 31, [removed: 2023,] [added: 2024,] there were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Certain information required in Item 10 through Item 14 of Part III of this Annual Report on Form 10-K is incorporated herein by reference to our definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders [removed: (“2024] [added: (“2025] Proxy Statement”), which shall be filed with the SEC pursuant to Regulation 14A of the Exchange Act within 120 days of our fiscal year end.

Information regarding our directors, compliance with Section 16(a) of the Exchange Act, and our Audit Committee, including committee members and its financial expert, will be set forth in our [removed: 2024] [added: 2025] Proxy Statement under the captions “Proposal 1: Election of Directors,” “Stock Ownership - [added: Security Ownership of Management -] Delinquent Section [removed: 16] [added: 16(a)] Reports,” if applicable, and “Corporate Governance – Board Meetings and Committees – Board Committee Structure – Audit Committee,” respectively, which are incorporated herein by reference.

We have adopted an insider trading policy which governs transactions in our securities, as well as the securities of publicly traded companies with whom we have a business relationship, by any of our directors, officers and employees, and other covered persons.

While the Company’s insider trading policy is designed to apply to individuals, as described above, rather than transactions by the Company in its own securities, it is the Company’s practice with respect to transactions in its securities to comply with all applicable insider trading laws and Nasdaq standards.

We believe the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations applicable to the Company.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.

Information regarding executive compensation will be set forth in our [removed: 2024] [added: 2025] Proxy Statement under the captions “Executive Compensation – Compensation Discussion and Analysis” and “Executive Compensation – Executive Compensation Tables,” which are incorporated herein by reference.

Information regarding compensation policies and practices as they relate to our risk management, director compensation, and compensation committee interlocks and insider participation will be set forth in our [removed: 2024] [added: 2025] Proxy Statement under the captions “Executive Compensation – Other Compensation-Related Matters – Risk Considerations in our Compensation Programs,” “Corporate Governance – Director Compensation,” and “Corporate Governance – Board Meetings and Committees – Board Committee Structure – Compensation Committee,” respectively, which are incorporated herein by reference.

Information regarding the compensation committee report will be set forth in our [removed: 2024] [added: 2025] Proxy Statement under the caption “Executive Compensation – Compensation Committee Report” which is incorporated herein by reference.

Information regarding securities authorized for issuance under equity compensation plans will be set forth in our [removed: 2024] [added: 2025] Proxy Statement under the caption “Securities Authorized for Issuance under Equity Compensation Plans,” which is incorporated herein by reference.

Information regarding security ownership of certain beneficial owners and management will be set forth in our [removed: 2024] [added: 2025] Proxy Statement under the captions “Stock Ownership – Security Ownership of Certain Beneficial Owners” and “Stock Ownership – Security Ownership of Management,” which are incorporated herein by reference.

Information regarding certain relationships and related transactions, and director independence will be set forth in our [removed: 2024] [added: 2025] Proxy Statement under the captions “Corporate Governance – Transactions with Related Persons” and “Corporate Governance – Director Independence,” respectively, which are incorporated herein by reference.

Information regarding principal accountant fees and services will be set forth in our [removed: 2024] [added: 2025] Proxy Statement under the captions “Audit Matters – Audit Firm Fees and Services” and “Audit Matters – Audit Committee Pre-Approval Procedures,” which are incorporated herein by reference.

| [Consolidated Statements of [removed: Operations.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_124)] [added: Operations.](#i4e47735bf0e846a1b4d4b1bde7195ba7_112)] | | | [removed: [59](#ib967c7daa8ec4ce6a8b1de52f3c4237e_124)] [added: [59](#i4e47735bf0e846a1b4d4b1bde7195ba7_112)] | | |

| [Consolidated Statements of Comprehensive (Loss) [removed: Income.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_127)] [added: Income.](#i4e47735bf0e846a1b4d4b1bde7195ba7_115)] | | | [removed: [60](#ib967c7daa8ec4ce6a8b1de52f3c4237e_127)] [added: [60](#i4e47735bf0e846a1b4d4b1bde7195ba7_115)] | | |

| [Consolidated Balance [removed: Sheets.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_130)] [added: Sheets.](#i4e47735bf0e846a1b4d4b1bde7195ba7_118)] | | | [removed: [61](#ib967c7daa8ec4ce6a8b1de52f3c4237e_130)] [added: [61](#i4e47735bf0e846a1b4d4b1bde7195ba7_118)] | | |

| [Consolidated Statements of Cash [removed: Flows.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_133)] [added: Flows.](#i4e47735bf0e846a1b4d4b1bde7195ba7_121)] | | | [removed: [62](#ib967c7daa8ec4ce6a8b1de52f3c4237e_133)] [added: [62](#i4e47735bf0e846a1b4d4b1bde7195ba7_121)] | | |

| [Consolidated Statements of [removed: Equity.](#ib967c7daa8ec4ce6a8b1de52f3c4237e_136)] [added: Equity.](#i4e47735bf0e846a1b4d4b1bde7195ba7_124)] | | | [removed: [63](#ib967c7daa8ec4ce6a8b1de52f3c4237e_136)] [added: [63](#i4e47735bf0e846a1b4d4b1bde7195ba7_124)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib967c7daa8ec4ce6a8b1de52f3c4237e_139)] [added: Statements](#i4e47735bf0e846a1b4d4b1bde7195ba7_127)] | | | [removed: [65](#ib967c7daa8ec4ce6a8b1de52f3c4237e_139)] [added: [64](#i4e47735bf0e846a1b4d4b1bde7195ba7_127)] | | |

| Allowance for credit losses | | | | | | $ | [removed: 59] [added: 161] | | | | | [removed: 21] [added: 127] | | | | | | | | | | | | [removed: (26)] [added: (127)] | | | | | | | | | | | | $ | [removed: 54] [added: 161] | | | | |

| Deferred tax valuation allowance | | | | | | $ | [removed: 257] [added: 2,191] | | | | | [removed: 80] [added: 179] | | | | | | | | | | | | [removed: (32)] [added: (327)] | | | | | | | | | | | | $ | [removed: 305] [added: 2,043] | | | | |

| (a) Increase in the allowance for credit losses is related to the acquisition of WM in [removed: the prior year.] [added: 2022.] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (b) Additions to the deferred tax valuation allowance include $343 million related to the acquisition of WM in [removed: the prior year.] [added: 2022.] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 4.3] [added: 10.18] | | | | | | [removed: [Amended and Restated Registration Rights Agreement,] [added: [Performance Guaranty,] dated as of April [removed: 11,] [added: 7,] 2022, by [removed: and among] Warner Bros. Discovery, [removed: Inc., Advance/Newhouse Partnership and Advance/Newhouse Programming Partnership] [added: Inc. (f/k/a Discovery, Inc.)] (incorporated by reference to Exhibit [removed: 4.6] [added: 10.6] to the Form 8-K filed on April 12, 2022 (SEC File No. [removed: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/d328161dex46.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/d328161dex106.htm) [(2)](https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/d328161dex106.htm)] | | |

| [removed: 4.4] [added: 4.3] | | | | | | [Indenture, dated as of August 19, 2009, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on August 19, 2009 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000095012309036598/w75428exv4w1.htm) [(1)](https://www.sec.gov/Archives/edgar/data/1437107/000095012309036598/w75428exv4w1.htm) | | |

| [removed: 4.5] [added: 4.4] | | | | | | [Second Supplemental Indenture dated as of June 3, 2010, among Discovery Communications LLC, Discovery Communications, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 3, 2010 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312510132176/dex41.htm) | | |

| 4.6 | | | | | | [Fifth Supplemental Indenture, dated as of March 19, 2013, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 19, 2013 (SEC File No. [removed: 001-34177))](http://www.sec.gov/Archives/edgar/data/1437107/000119312513115105/d503915dex41.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312513115105/d503915dex41.htm)] | | |

| 4.7 | | | | | | [Seventh Supplemental Indenture, dated as of March 2, 2015, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 2, 2015 (SEC File No. [removed: 001-34177))](http://www.sec.gov/Archives/edgar/data/1437107/000119312515073301/d883351dex41.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312515073301/d883351dex41.htm)] | | |

| 4.8 | | | | | | [Eighth Supplemental Indenture, dated as of March 19, 2015, among Discovery Communications, LLC, Discovery Communications, Inc., U.S. Bank National Association, as Trustee, and Elavon Financial Services Limited, UK Branch, as London Paying Agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 19, 2015 (SEC File No. [removed: 001-34177))](http://www.sec.gov/Archives/edgar/data/1437107/000119312515097531/d893692dex41.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312515097531/d893692dex41.htm)] | | |

| 4.9 | | | | | | [Ninth Supplemental Indenture, dated as of March 11, 2016, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 11, 2016 (SEC File No. [removed: 001-34177))](http://www.sec.gov/Archives/edgar/data/1437107/000119312516501547/d159539dex41.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312516501547/d159539dex41.htm)] | | |

| 4.10 | | | | | | [removed: [Tenth] [added: [Eleventh] Supplemental Indenture, dated as of [removed: March 13,] [added: September 21,] 2017, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on [removed: March 13,] [added: September 21,] 2017 (SEC File No. [removed: 001-34177))](http://www.sec.gov/Archives/edgar/data/1437107/000119312517080401/d336684dex41.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312517290483/d460118dex41.htm)] | | |

| [removed: 4.11] [added: 4.5] | | | | | | [removed: [Eleventh] [added: [Fourth] Supplemental Indenture, dated as of [removed: September 21, 2017,] [added: May 17, 2012,] among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as [removed: Trustee] [added: trustee] (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on [removed: September 21, 2017] [added: May 17, 2012] (SEC File No. [removed: 001-34177))](http://www.sec.gov/Archives/edgar/data/1437107/000119312517290483/d460118dex41.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312512238295/d355452dex41.htm)] | | |

| [removed: 4.12] [added: 4.16] | | | | | | [removed: [Thirteenth] [added: [Nineteenth] Supplemental Indenture, dated as of September 21, [removed: 2017,] [added: 2020,] among Discovery Communications, LLC, [removed: Discovery Communications,] [added: Discovery,] Inc., [removed: Elavon Financial Service DAC, UK Branch, as London Paying Agent,] [added: Scripps Networks Interactive, Inc.] and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to the Form 8-K filed on September 21, [removed: 2017] [added: 2020] (SEC File No. [removed: 001-34177))](http://www.sec.gov/Archives/edgar/data/1437107/000119312517290483/d460118dex43.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710720000076/discovery-nineteenthsupp.htm)] | | |

| [removed: 4.13] [added: 4.11] | | | | | | [Fourteenth Supplemental Indenture, dated as of April 2, 2018, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on April 4, 2018 (SEC File No. [removed: 001-34177))](http://www.sec.gov/Archives/edgar/data/1437107/000143710718000051/exhibit43-20180403.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710718000051/exhibit43-20180403.htm)] | | |

| [removed: 4.14] [added: 4.13] | | | | | | [Sixteenth Supplemental Indenture, dated as of June 29, 2018, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 10-Q filed November 9, 2018 (SEC File No. [removed: 001-34177))](http://www.sec.gov/Archives/edgar/data/1437107/000143710718000091/sixteenthsupplementalind.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710718000091/sixteenthsupplementalind.htm)] | | |

| [removed: 4.15] [added: 4.14] | | | | | | [Seventeenth Supplemental Indenture, dated as of May 21, 2019, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 21, 2019 (SEC File No. [removed: 001-34177))](http://www.sec.gov/Archives/edgar/data/1437107/000119312519152765/d746783dex41.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312519152765/d746783dex41.htm)] | | |

| [removed: 4.16] [added: 4.15] | | | | | | [Eighteenth Supplemental Indenture, dated as of May 18, 2020, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 18, 2020 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312520145077/d923930dex41.htm) | | |

| [removed: 4.17] [added: 4.12] | | | | | | [removed: [Nineteenth] [added: [Fifteenth] Supplemental Indenture, dated as of [removed: September 21, 2020,] [added: April 3, 2018,] among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on [removed: September 21, 2020] [added: April 4, 2018] (SEC File No. [removed: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710720000076/discovery-nineteenthsupp.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710718000051/exhibit41-20180403.htm)] | | |

| [removed: 4.18] [added: 4.17] | | | | | | [Twentieth Supplemental Indenture, dated as of April 8, 2022, by and among Discovery Communications, LLC, Warner Bros. Discovery, Inc., Magallanes, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/d328161dex41.htm) | | |

| [removed: 4.19] [added: 4.18] | | | | | | [Twenty-First Supplemental Indenture, dated as of April 8, 2022, by and among Discovery Communications, LLC, Warner Bros. Discovery, Inc., Magallanes, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/d328161dex42.htm) | | |