Item 8. Financial Statements and Supplementary Data.

			Page
Management’s Report on Internal Control Over Financial Reporting.			56
Report of Independent Registered Public Accounting Firm. (PCAOB ID 238)			57
Consolidated Financial Statements of Warner Bros. Discovery, Inc.			59
Consolidated Statements of Operations.			59
Consolidated Statements of Comprehensive (Loss) Income.			60
Consolidated Balance Sheets.			61
Consolidated Statements of Cash Flows.			62
Consolidated Statements of Equity.			63
Notes to Consolidated Financial Statements.			64

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Warner Bros. Discovery, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) of the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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, 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, 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, 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.”

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Warner Bros. Discovery, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Warner Bros. Discovery, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 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, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 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, 2024, based on criteria established in Internal Control - Integrated 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, 2024 and 2023**,** and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Interim and Annual Goodwill Impairment Assessments – Networks and DTC Reporting Units

As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $25.7 billion as of December 31, 2024, and the goodwill associated with the Networks and DTC reporting units was $8.4 billion and $8.1 billion, respectively. Management evaluates goodwill for impairment annually as of October 1, or if an event or other circumstance indicates that it may not recover the carrying value of the asset. If a qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit goodwill exceeds its fair value, a quantitative impairment test is performed. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, 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. 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. The carrying value of the Networks reporting unit exceeded its fair value and the Company recorded a goodwill impairment charge of $9.1 billion. Fair value was determined using a discounted cash flow method. Significant judgments and assumptions for the quantitative goodwill 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 interim and annual goodwill impairment assessments of the Networks reporting unit and the annual goodwill impairment assessment of the DTC reporting 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 units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue projections for both the Networks and DTC reporting units, as well as discount rates for the Networks reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Networks and DTC reporting units. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the Networks and DTC reporting units, (ii) evaluating the appropriateness of the discounted cash flow method used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue projections for both the Networks and DTC reporting units, as well as discount rates for the Networks reporting unit. Evaluating management’s assumptions related to revenue projections involved evaluating whether the assumptions were reasonable considering (i) the current and past performance of the Networks and DTC reporting units; (ii) the consistency with external market and industry 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 assumptions.

/s/ PricewaterhouseCoopers LLP

Washington, District of Columbia

February 27, 2025

We have served as the Company’s auditor since 2008.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

						Year Ended December 31,
						2024						2023						2022
Revenues:
Distribution						$	19,701					$	20,237					$	16,142
Advertising						8,090						8,700						8,524
Content						10,297						11,203						8,360
Other						1,233						1,181						791
Total revenues						39,321						41,321						33,817
Costs and expenses:
Costs of revenues, excluding depreciation and amortization						22,970						24,526						20,442
Selling, general and administrative						9,296						9,696						9,678
Depreciation and amortization						7,037						7,985						7,193
Restructuring and other charges						447						585						3,757
Impairments and loss on dispositions						9,603						77						117
Total costs and expenses						49,353						42,869						41,187
Operating loss						(10,032)						(1,548)						(7,370)
Interest expense, net						(2,017)						(2,221)						(1,777)
Gain on extinguishment of debt						632						17						—
Loss from equity investees, net						(121)						(82)						(160)
Other income (expense), net						150						(29)						347
Loss before income taxes						(11,388)						(3,863)						(8,960)
Income tax (expense) benefit						(94)						784						1,663
Net loss						(11,482)						(3,079)						(7,297)
Net loss (income) attributable to noncontrolling interests						129						(38)						(68)
Net loss (income) attributable to redeemable noncontrolling interests						42						(9)						(6)
Net loss available to Warner Bros. Discovery, Inc.						$	(11,311)					$	(3,126)					$	(7,371)
Net loss per share available to Warner Bros. Discovery, Inc. Series A common stockholders:
Basic						$	(4.62)					$	(1.28)					$	(3.82)
Diluted						$	(4.62)					$	(1.28)					$	(3.82)
Weighted average shares outstanding:
Basic						2,450						2,436						1,940
Diluted						2,450						2,436						1,940
The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions)

						Year Ended December 31,
						2024						2023						2022
Net loss						$	(11,482)					$	(3,079)					$	(7,297)
Other comprehensive income (loss):
Currency translation
Change in net unrealized (losses) gains						(358)						799						(651)
Less: Reclassification adjustment for net losses (gains) included in net income						49						—						(2)
Net change, net of income tax benefit (expense) of $3, $30 and $(53)						(309)						799						(653)
Pension plans, net of income tax benefit (expense) of $5, $(3) and $21						(14)						(21)						(26)
Derivatives
Change in net unrealized gains						32						16						4
Less: Reclassification adjustment for net gains included in net income						(35)						(12)						(18)
Net change, net of income tax benefit (expense) of $2, $(2) and $2						(3)						4						(14)
Comprehensive loss						(11,808)						(2,297)						(7,990)
Comprehensive loss (income) attributable to noncontrolling interests						132						(38)						(68)
Comprehensive loss (income) attributable to redeemable noncontrolling interests						42						(9)						(6)
Comprehensive loss attributable to Warner Bros. Discovery, Inc.						$	(11,634)					$	(2,344)					$	(8,064)
The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

						December 31,
						2024						2023
ASSETS
Current assets:
Cash and cash equivalents						$	5,312					$	3,780
Receivables, net						4,947						6,047
Prepaid expenses and other current assets						3,819						4,391
Total current assets						14,078						14,218
Film and television content rights and games						19,102						21,229
Property and equipment, net						6,087						5,957
Goodwill						25,667						34,969
Intangible assets, net						32,299						38,285
Other noncurrent assets						7,327						8,099
Total assets						$	104,560					$	122,757
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable						$	1,055					$	1,260
Accrued liabilities						10,438						10,368
Deferred revenues						1,569						1,924
Current portion of debt						2,748						1,780
Total current liabilities						15,810						15,332
Noncurrent portion of debt						36,757						41,889
Deferred income taxes						6,985						8,736
Other noncurrent liabilities						10,070						10,328
Total liabilities						69,622						76,285
Commitments and contingencies (See Note 22)
Redeemable noncontrolling interests						109						165
Warner Bros. Discovery, Inc. stockholders’ equity:
Series A common stock: $0.01 par value; 10,800 and 10,800 shares authorized; 2,684 and 2,669 shares issued; and 2,454 and 2,439 shares outstanding						27						27
Preferred stock: $0.01 par value; 1,200 and 1,200 shares authorized, 0 shares issued and outstanding						—						—
Additional paid-in capital						55,560						55,112
Treasury stock, at cost: 230 and 230 shares						(8,244)						(8,244)
Accumulated deficit						(12,239)						(928)
Accumulated other comprehensive loss						(1,067)						(741)
Total Warner Bros. Discovery, Inc. stockholders’ equity						34,037						45,226
Noncontrolling interests						792						1,081
Total equity						34,829						46,307
Total liabilities and equity						$	104,560					$	122,757
The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

						Year Ended December 31,
						2024						2023						2022
Operating Activities
Net loss						$	(11,482)					$	(3,079)					$	(7,297)
Adjustments to reconcile net income to cash provided by operating activities:
Content rights amortization and impairment						13,946						16,024						14,161
Content restructuring impairments and write-offs						165						115						2,808
Depreciation and amortization						7,037						7,985						7,193
Deferred income taxes						(1,732)						(2,344)						(2,842)
Preferred stock conversion premium						—						—						789
Equity in losses of equity method investee companies and cash distributions						167						157						211
Gain on extinguishment of debt						(632)						(17)						—
Share-based compensation expense						557						500						412
Impairments and loss on dispositions						9,603						77						116
Gain from derivative instruments, net						(16)						(151)						(501)
Gain on sale of investments						(227)						—						(199)
Other, net						115						199						435
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Receivables, net						1,012						312						181
Film and television content rights, games and production payables, net						(12,349)						(12,305)						(12,562)
Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities						(529)						(820)						1,529
Foreign currency, prepaid expenses and other assets, net						(260)						824						(130)
Cash provided by operating activities						5,375						7,477						4,304
Investing Activities
Purchases of property and equipment						(948)						(1,316)						(987)
Cash (used for) acquired from business acquisitions and working capital settlement						—						(50)						3,612
Investments in and advances to equity investments						(109)						(112)						(168)
Proceeds from sales and maturities of investments						541						—						306
Proceeds from derivative instruments, net						136						121						752
Other investing activities, net						31						98						9
Cash (used in) provided by investing activities						(349)						(1,259)						3,524
Financing Activities
Principal repayments of term loans						—						(4,000)						(6,000)
Principal repayments of debt, including premiums and discounts to par value						(5,043)						(2,860)						(1,315)
Borrowings from debt, net of discount and issuance costs						1,617						1,496						—
Distributions to noncontrolling interests and redeemable noncontrolling interests						(193)						(301)						(300)
Purchase of redeemable noncontrolling interest						—						(49)						—
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)
Other financing activities, net						(130)						(116)						(125)
Cash used in financing activities						(3,749)						(5,837)						(7,742)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash						(180)						8						(61)
Net change in cash, cash equivalents, and restricted cash						1,097						389						25
Cash, cash equivalents, and restricted cash, beginning of period						4,319						3,930						3,905
Cash, cash equivalents, and restricted cash, end of period						$	5,416					$	4,319					$	3,930
The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(in millions)

						Discovery, Inc. Preferred Stock												Discovery, Inc. Common Stock												Warner Bros. Discovery, Inc. Common Stock												Additional Paid-In Capital						Treasury Stock						Retained Earnings (Accumulated Deficit)						Accumulated Other Comprehensive Loss						Warner Bros. Discovery, Inc. Stockholders’ Equity						Noncontrolling Interests						Total Equity
						Shares						Par Value						Shares						Par Value						Shares						Par Value
December 31, 2021						12						$	—					736						$	7					—						$	—					$	11,086					$	(8,244)					$	9,580					$	(830)					$	11,599					$	1,434					$	13,033
Net (loss) income available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests						—						—						—						—						—						—						—						—						(7,371)						—						(7,371)						68						(7,303)
Other comprehensive loss						—						—						—						—						—						—						—						—						—						(693)						(693)						—						(693)
Share-based compensation						—						—						—						—						—						—						399						—						—						—						399						—						399
Conversion and issuance of common stock and noncontrolling interest in connection with the acquisition of the WarnerMedia Business						(12)						—						(739)						(7)						2,658						27						43,173						—						—						—						43,193						2						43,195
Tax settlements associated with share-based plans						—						—						—						—						—						—						(54)						—						—						—						(54)						—						(54)
Dividends paid to noncontrolling interests						—						—						—						—						—						—						—						—						—						—						—						(250)						(250)
Issuance of stock in connection with share-based plans						—						—						3						—						2						—						26						—						—						—						26						—						26
Redeemable noncontrolling interest adjustments to redemption value						—						—						—						—						—						—						—						—						(4)						—						(4)						—						(4)
December 31, 2022						—						—						—						—						2,660						27						54,630						(8,244)						2,205						(1,523)						47,095						1,254						48,349
Net (loss) income available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests						—						—						—						—						—						—						—						—						(3,126)						—						(3,126)						38						(3,088)
Other comprehensive income						—						—						—						—						—						—						—						—						—						782						782						—						782
Share-based compensation						—						—						—						—						—						—						452						—						—						—						452						—						452
Reclassification of redeemable noncontrolling interest to noncontrolling interest and change in noncontrolling interest ownership (See Note 19)						—						—						—						—						—						—						2						—						—						—						2						60						62
Tax settlements associated with share-based plans						—						—						—						—						—						—						(70)						—						—						—						(70)						—						(70)
Redemption of redeemable noncontrolling interest						—						—						—						—						—						—						73						—						—						—						73						—						73
Dividends paid to noncontrolling interests						—						—						—						—						—						—						—						—						—						—						—						(271)						(271)
Issuance of stock in connection with share-based plans						—						—						—						—						9						—						26						—						—						—						26						—						26
Redeemable noncontrolling interest adjustments to redemption value						—						—						—						—						—						—						1						—						(5)						—						(4)						—						(4)
Other adjustments to stockholders' equity						—						—						—						—						—						—						(2)						—						(2)						—						(4)						—						(4)
December 31, 2023						—						—						—						—						2,669						27						55,112						(8,244)						(928)						(741)						45,226						1,081						46,307
Net loss available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests						—						—						—						—						—						—						—						—						(11,311)						—						(11,311)						(129)						(11,440)
Other comprehensive loss						—						—						—						—						—						—						—						—						—						(326)						(326)						(3)						(329)
Share-based compensation						—						—						—						—						—						—						497						—						—						—						497						—						497
Tax settlements associated with share-based plans						—						—						—						—						—						—						(71)						—						—						—						(71)						—						(71)
Dividends paid to noncontrolling interests						—						—						—						—						—						—						—						—						—						—						—						(157)						(157)
Issuance of stock in connection with share-based plans						—						—						—						—						15						—						43						—						—						—						43						—						43
Redeemable noncontrolling interest adjustments to redemption value						—						—						—						—						—						—						(21)						—						—						—						(21)						—						(21)
December 31, 2024						—						$	—					—						$	—					2,684						$	27					$	55,560					$	(8,244)					$	(12,239)					$	(1,067)					$	34,037					$	792					$	34,829
The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

Warner Bros. 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. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Games, Adult Swim, Turner Classic Movies, and others.

As of December 31, 2024, we classified our operations in three reportable segments:

• Studios** - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to our networks/DTC services as well as third parties, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming.

• Networks** - Our Networks segment primarily consists of our domestic and international television networks.

• DTC** - Our DTC segment primarily consists of our premium pay-TV and streaming services.

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.

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 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). Prior to the Merger, 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 purchase 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. 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.

Labor Disruption

The WGA and SAG-AFTRA went on strike in May and July 2023, respectively, following the expiration of their respective collective bargaining agreements with the AMPTP. The WGA strike ended on September 27, 2023, and a new collective bargaining agreement was ratified on October 9, 2023. The SAG-AFTRA strike ended on November 9, 2023, and a new collective bargaining agreement was ratified on December 5, 2023. As a result of the strikes, we paused certain theatrical and television productions, which resulted in delayed production spending amongst other impacts.

The strikes had a material impact on the operations and results of the Company in 2023. This included a positive impact on cash flow from operations attributed to delayed production spend, and a negative impact on the results of operations attributed to timing and performance of the 2023 film slate, as well as the Company’s ability to produce, license, and deliver content. 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.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries in which a controlling interest is maintained, including variable interest entities (“VIE”) for which the Company is the primary beneficiary. For each non-wholly owned subsidiary, the Company evaluates its ownership and other interests to determine whether it should consolidate the entity or account for its ownership interest as an unconsolidated investment. As part of its evaluation, the Company makes judgments in determining whether the entity is a VIE and, if so, whether it is the primary beneficiary of the VIE and is thus required to consolidate the entity. (See Note 10.) If it is concluded that an entity is not a VIE, then the Company considers its proportional voting interests in the entity. The Company consolidates majority-owned subsidiaries in which a controlling financial interest is maintained. A controlling financial interest is determined by majority ownership and the absence of significant third-party participating rights. Ownership interests in entities for which the Company has significant influence that are not consolidated are accounted for as equity method investments.

Intercompany accounts and transactions between consolidated entities have been eliminated.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from these estimates.

Significant estimates and judgments inherent in the preparation of the consolidated financial statements include accounting for asset impairments, revenue recognition, estimated credit losses, content rights, leases, depreciation and amortization, the determination of ultimate revenues as they relate to amortization of capitalized content rights and accruals of participations and residuals, business combinations, share-based compensation, income taxes, other financial instruments, contingencies, estimated defined benefit plan liabilities, and the determination of whether the Company should consolidate certain entities.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foreign Currency

The reporting currency of the Company is the U.S. dollar. Financial statements of subsidiaries whose functional currency is not the U.S. dollar are translated at exchange rates in effect at the balance sheet date for assets and liabilities and at average exchange rates for revenues and expenses for the respective periods. Translation adjustments are recorded in accumulated other comprehensive loss. Cash flows from the Company’s operations in foreign countries are generally translated at the weighted average rate for the respective periods.

The Company is exposed to foreign currency risk to the extent that it enters into transactions denominated in currencies other than its subsidiaries’ respective functional currencies. Transactions denominated in currencies other than subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Such transactions include affiliate and ad sales arrangements, content licensing arrangements, equipment and other vendor purchases and intercompany transactions. Changes in exchange rates with respect to amounts recorded in the Company’s consolidated balance sheets related to these items will result in unrealized foreign currency transaction gains and losses based upon period-end exchange rates. The Company also records realized foreign currency transaction gains and losses upon settlement of the transactions. Foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency are included in other income (expense), net.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of 90 days or less.

Receivables

The Company’s accounts receivable balances and the related credit losses arise primarily from distribution, advertising and content revenue. Receivables include amounts billed and currently due from customers and are presented net of an estimate for credit losses. To assess collectability, the Company analyzes market trends, economic conditions, the aging of receivables and customer specific risks, and records a provision for estimated credit losses expected over the lifetime of receivables. The corresponding expense for the expected credit losses is reflected in selling, general and administrative expenses. The Company does not require collateral with respect to trade receivables.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revolving Receivables Program

The Company has a revolving agreement to transfer up to $5,200 million of certain receivables through its bankruptcy-remote subsidiary, Warner Bros. Discovery Receivables Funding, LLC, to various financial institutions on a recurring basis in exchange for cash equal to the gross receivables transferred. The Company services the sold receivables for the financial institution for a fee and pays fees to the financial institution in connection with this revolving agreement. The agreement is a continuation of the agreement the WarnerMedia Business had in place prior to the Merger. This agreement is subject to renewal on an annual basis and the transfer limit may be expanded or reduced from time to time. As customers pay their balances, the Company’s available capacity under this revolving agreement increases and typically the Company transfers additional receivables into the program.

The gross value of the proceeds received results in derecognition of receivables and the obligations assumed are recorded at fair value. Cash received is reflected as cash provided by operating activities in the consolidated statements of cash flows. The obligations assumed when proceeds are received relate to expected credit losses on sold receivables and estimated fee payments made on outstanding sold receivables already transferred. The obligations are subsequently adjusted for changes in estimated expected credit losses and interest rates, which are considered Level 3 fair value measurements since the inputs are unobservable (See Note 8). In some cases, the Company may have collections that have not yet been remitted to the bank, resulting in a liability. Increases to accounts payable and subsequent payments are reported as financing activities in the consolidated statements of cash flows.

Accounts Receivable Factoring

The Company has a factoring agreement to sell certain of its non-U.S. trade accounts receivable on a limited recourse basis to a third-party financial institution. The Company accounts for these transactions as sales in accordance with ASC 860, “Transfers and Servicing”, as its continuing involvement subsequent to the transfer is limited to providing certain servicing and collection actions on behalf of the purchaser of the designated trade accounts receivable. Proceeds from amounts factored are recorded as an increase to cash and cash equivalents and a reduction to receivables, net in the consolidated balance sheets. Cash received is also reflected as cash provided by operating activities in the consolidated statements of cash flows. The accounts receivable factoring program is separate and distinct from the revolving receivables program.

Film and Television Content Rights

The Company capitalizes costs to produce television programs and feature films, including direct production costs, production overhead, interest, acquisition costs and development costs, as well as advances for live programming rights, such as sports. Costs to acquire licensed television series and feature film programming rights are capitalized when the license period has begun and the program is accepted and available for airing. Production incentives received from various jurisdictions where the Company produces content are recorded as a reduction to capitalized production costs. All capitalized content and prepaid license fees are classified as noncurrent assets, with the exception of content acquired with an initial license period of 12 months or less and prepaid sports rights expected to air within 12 months.

The Company groups its film and television content rights by monetization strategy: content that is predominantly monetized individually and content that is predominantly monetized as a group.

Content Monetized Individually

For films and television programs predominantly monetized individually, the amount of capitalized film and television production costs (net of incentives) amortized and the amount of participations and residuals to be recognized as expense in a particular period are determined using the individual film forecast method. Under this method, the amortization of capitalized costs and the accrual of participations and residuals are based on the proportion of the film’s or television program’s revenues recognized for such period to the film’s or television program’s estimated remaining ultimate revenues (i.e., the total revenue to be received throughout a film’s or television program’s remaining life cycle).

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The process of estimating ultimate revenues requires us to make a series of judgments related to future revenue-generating activities associated with a particular film. Prior to the theatrical release of a film, the Company’s estimates are based on factors such as the historical performance of similar films, the star power of the lead actors, the rating and genre of the film, pre-release market research (including test market screenings), international distribution plans and the expected number of theaters in which the film will be released. Subsequent to release, ultimate revenues are updated to reflect initial performance, which is often predictive of future performance. For a film or television program that is predominantly monetized on its own but also monetized with other films and/or programs (such as on the Company’s DTC or linear services), the Company makes a reasonable estimate of the value attributable to the film or program’s exploitation while monetized with other films/programs and expenses such costs as the film or television program is exhibited. For theatrical films, the period over which ultimate revenues from all applicable sources and exhibition windows are estimated does not exceed 10 years from the date of the film’s initial release. For television programs, the ultimate period does not exceed 10 years from delivery of the first episode, or, if still in production, five years from delivery of the most recent episode, if later. For games, the ultimate period does not exceed two years from the date of the game’s initial release. Ultimates for produced content monetized on an individual basis are reviewed and updated (as applicable) on a quarterly basis; any adjustments are applied prospectively as of the beginning of the fiscal year of the change.

Content Monetized as a Group

For programs monetized as a group, including licensed programming, the Company’s film groups are generally aligned along the Company’s networks and digital content offerings, except for certain international territories wherein content assets are grouped by genre or territory. Adjustments for projected usage are applied prospectively in the period of the change. Participations and residuals are generally expensed in line with the pattern of usage. Streaming content and premium pay-TV amortization for each period is recognized based on estimated viewing patterns as there are generally little to no direct revenues to associate to the individual content assets. As such, viewership is most representative of the use of the title. Licensed rights to film and television programming are typically amortized over the useful life of the program’s license period on a straight-line or accelerated basis. The Company allocates the cost of multi-year sports programming arrangements over the contract period to each event or season based on its projected advertising revenue and an allocation of distribution revenue (estimated relative value). If annual contractual payments related to each season approximate each season’s estimated relative value, the Company expenses the related contractual payments during the applicable season. Amortization of sports rights takes place when the content airs.

Quarterly, the Company prepares analyses to support its content amortization expense. Critical assumptions used in determining content amortization for programming predominantly monetized as a group include: (i) the grouping of content with similar characteristics, (ii) the application of a quantitative revenue forecast model or historical viewership model based on the adequacy of historical data, and (iii) determining the appropriate historical periods to utilize and the relative weighting of those historical periods in the forecast model. The Company then considers the appropriate application of the quantitative assessment given forecasted content use, expected content investment and market trends. Content use and future revenues may differ from estimates based on changes in expectations related to market acceptance, network affiliate fee rates, advertising demand, the number of cable and satellite television subscribers receiving the Company’s networks, the number of subscribers to its streaming services, and program usage. Accordingly, the Company reviews its estimates and planned usage at least quarterly and revises its assumptions if necessary. Any material adjustments from the Company’s review of the amortization rates for assets in film groups are applied prospectively in the period of the change.

Unamortized Film Costs Impairment Assessment

Unamortized film costs are tested for impairment whenever events or changes in circumstances indicate that the fair value of a film (or television program) predominantly monetized on its own, or a film group, may be less than its unamortized costs. In addition, a change in the predominant monetization strategy is considered a triggering event for impairment testing before a title is accounted for as part of a film group. If the carrying value of an individual feature film or television program, or film group, exceeds the estimated fair value, an impairment charge will be recorded in the amount of the difference. For content that is predominantly monetized individually, the Company utilizes estimates including ultimate revenues and additional costs to be incurred (including exploitation and participation costs), in order to determine whether the carrying value of a film or television program is impaired.

Game Development Costs

Game development costs are expensed as incurred before the applicable game reaches technological feasibility, or for online hosted arrangements, before the preliminary project phase is complete and it is probable the project will be completed and the software will be used to perform the function intended. Commencing upon a title’s release, the capitalized game development costs are amortized based on the proportion of the game’s revenues recognized for such period to the game’s total current and anticipated revenues, or, if greater, for non-hosted games, on a straight-line basis over the title’s estimated economic life. Unamortized capitalized game production and development costs are stated at the lower of cost, less accumulated amortization, or net realizable value and reported in “Film and television content rights and games” on the consolidated balance sheets.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investments

The Company holds investments in equity method investees and equity investments with and without readily determinable fair values. (See Note 10.)

Equity Method Investments

Investments in equity method investees are those for which the Company has the ability to exercise significant influence but does not control and is not the primary beneficiary or the entity is not a VIE and the Company does not have a controlling financial interest. Under this method of accounting, the Company typically records its proportionate share of the net earnings or losses of equity method investees in loss from equity investees, net and a corresponding increase or decrease to the investment balances. Cash payments to equity method investees such as additional investments, loans and advances and expenses incurred on behalf of investees, as well as payments from equity method investees such as dividends, distributions and repayments of loans and advances are recorded as adjustments to investment balances.

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. (See “Asset Impairment Analysis” below.)

Equity Investments with Readily Determinable Fair Values

Investments in entities or other securities in which the Company has no control or significant influence and is not the primary beneficiary, and have a readily determinable fair value are recorded at fair value based on quoted market prices and are classified as equity securities or equity investments with readily determinable fair value. The investments are measured at fair value based on a quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs (Level 1). Gains and losses are recorded in other income (expense), net on the consolidated statements of operations. (See Note 10 and Note 18.)

Equity Investments without Readily Determinable Fair Values

Equity investments without readily determinable fair values include ownership rights that either (i) do not meet the definition of in-substance common stock or (ii) do not provide the Company with control or significant influence and these investments do not have readily determinable fair values. Equity investments without readily determinable fair values are recorded at cost and adjusted for subsequent observable price changes as of the date that an observable transaction takes place. Adjustments for observable price changes are recorded in other income (expense), net. (See Note 10 and Note 18.)

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and impairments. Internal use software costs are capitalized during the application development stage; software costs incurred during the preliminary project and post implementation stages are expensed as incurred. Repairs and maintenance expenditures that do not enhance the use or extend the life of property and equipment are expensed as incurred. Depreciation for most property and equipment is recognized using the straight-line method over the estimated useful lives of the assets. (See Note 18.)

Leases

The Company determines if an arrangement is a lease at its inception. Operating lease right-of-use (“ROU”) assets are included in other noncurrent assets. Finance lease ROU assets are included in property and equipment, net. Operating and finance lease liabilities are included in accrued liabilities and other noncurrent liabilities in the consolidated balance sheets. The Company elected the short-term lease recognition exemption and leases with initial terms of one year or less are not recorded in the consolidated balance sheets.

A rate implicit in the lease when readily determinable is used in arriving at the present value of lease payments. As most of the Company’s leases do not provide sufficient information to determine an implicit rate, the Company uses an incremental borrowing rate based on information available at lease commencement date for most of its leases. The incremental borrowing rate is based on the Company's U.S. dollar denominated senior unsecured borrowing curves using public credit ratings adjusted down to a collateralized basis using a combination of recovery rate and credit notching approaches and translated into major contract currencies as applicable.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company does not separate lease components from non-lease components across all lease categories. Instead, each separate lease component and non-lease component are accounted for as a single lease component. In addition, variable lease payments that are based on an index or rate are included in the measurement of ROU assets and lease liabilities at lease inception. All other variable lease payments are expensed as incurred and are not included in the measurement of ROU assets and lease liabilities. Lease expense for operating leases and short-term leases is recognized on a straight-line basis. For finance leases, the Company recognizes interest expense on lease liabilities using the effective interest method and amortization of ROU assets on a straight-line basis.

Defined Benefit Plans

The Company participates in and/or sponsors a qualified defined benefit pension plan that covers certain U.S. based employees and several U.S. and non-U.S. nonqualified defined benefit pension plans that are noncontributory. Defined benefit plan obligations are based on various assumptions used by the Company’s actuaries in calculating these amounts. These assumptions include discount rates, compensation rate increases, expected return on plan assets, retirement rates and mortality rates. Actual results that differ from the assumptions and changes in assumptions could affect future expenses and obligations.

Asset Impairment Analysis

Goodwill

Goodwill is allocated to the Company’s reporting units, which are its operating segments or one level below its operating segments. The Company evaluates goodwill for impairment annually as of October 1, or earlier if an event or other circumstance indicates that it may not recover the carrying value of the asset. If the Company believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative impairment test is not required. If a qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its fair value, a quantitative impairment test is performed. If the carrying amount of the reporting unit exceeds its fair 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. The Company typically performs a quantitative impairment test at least every three years, irrespective of the outcome of the Company’s qualitative assessment.

Long-lived Assets

Long-lived assets such as amortizing trademarks and trade names; affiliate, advertising, and subscriber relationships; franchises and other intangible assets; lease ROU assets; and property and equipment are not required to be tested for impairment annually, but rather whenever circumstances indicate that the carrying amount of the asset may not be recoverable. If an impairment analysis is required, the impairment test employed is based on whether the Company’s intent is to hold the asset for continued use or to hold the asset for sale.

• If the intent is to hold the asset for continued use, the impairment test requires a comparison of undiscounted future cash flows to the carrying value of the asset group. If the carrying value of the asset group exceeds the undiscounted cash flows, an impairment loss would be recognized equal to the excess of the asset group’s carrying value over its fair value, which is typically determined by discounting the future cash flows associated with that asset group.

• If the intent is to hold the asset for sale and certain other criteria are met, the impairment test involves comparing the asset’s carrying value to its estimated fair value less costs to sell. If the carrying value of the asset exceeds the fair value, an impairment loss would be recognized equal to the difference.

Significant judgments used for long-lived asset impairment assessments include identifying the appropriate asset groupings that represent the lowest level for which cash flows are largely independent and primary assets within those groupings, determining whether events or circumstances indicate that the carrying amount of the asset may not be recoverable, determining the future cash flows for the assets involved and assumptions applied in determining fair value, which include reasonable discount rates, growth rates, market risk premiums and other assumptions about the economic environment.

Equity Method Investments and Equity Investments Without Readily Determinable Fair Value

Equity method investments are reviewed for indicators of other-than-temporary impairment on a quarterly basis and are written down to fair value if there is evidence of a loss in value that is other-than-temporary. The estimation of fair value and whether an other-than-temporary impairment has occurred requires the application of significant judgment and future results may vary from current assumptions. If declines in the value of the equity method investments are determined to be other-than-temporary, a loss is recorded in earnings in the current period as a component of loss from equity investees, net on the consolidated statements of operations.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For equity investments without readily determinable fair value, investments are recorded at cost and adjusted for subsequent observable price changes as of the date that an observable transaction takes place. The Company performs a qualitative assessment on a quarterly basis to determine if any observable price changes have occurred. If the qualitative assessment indicates that an observable price change has occurred, a gain or loss is recorded equal to the difference between the fair value and carrying value in the current period as a component of other income (expense), net. (See Note 10.)

Derivative Instruments

The Company uses derivative financial instruments to modify its exposure to market risks from changes in foreign currency exchange rates, interest rates, and from market volatility related to certain investments measured at fair value. At the inception of a derivative contract, the Company designates the derivative based on the Company’s intentions and expectations as to the likely effectiveness as a hedge (see Note 13), as follows:

• a hedge of a forecasted transaction or the exposure to variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”);

• a hedge of the foreign currency exposure from net investments in foreign operations (“net investment hedge”);

• a hedge of the exposure to changes in fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”); or

• an instrument with no hedging designation.

Cash Flow Hedges

The Company may designate derivative instruments as cash flow hedges to mitigate foreign currency risk arising from third-party revenue agreements, intercompany licensing agreements, production expenses and rebates, or to hedge the interest rate risk for certain senior notes and forecasted debt issuances. For instruments accounted for as cash flow hedges, the change in the fair value of the forward contract is recorded in other comprehensive loss and reclassified into the statements of operations in the same line item in which the hedged item is recorded and in the same period as the hedged item affects earnings.

Net Investment Hedges

The Company may designate derivative instruments as hedges of net investments in foreign operations. The Company assesses the effectiveness of net investment hedges utilizing the spot-method. The entire change in the fair value of derivatives that qualify as net investment hedges is initially recorded in the currency translation adjustment component of other comprehensive loss. While the change in fair value attributable to hedge effectiveness remains in accumulated other comprehensive loss until the net investment is sold or liquidated, the change in fair value attributable to components excluded from the assessment of hedge effectiveness (e.g., forward points, cross currency basis, etc.) is reflected as a component of interest expense, net in the current period.

Fair Value Hedges

The Company may designate derivative instruments as fair value hedges to mitigate the variability in the fair value of a recognized asset or liability or of an unrecognized firm commitment. For those derivative instruments designated as fair value hedges, the changes in fair value of the derivative instruments, including offsetting changes in fair value of the hedged items are recorded in the statements of operations in the same line item where the hedged risk occurs.

No Hedging Designation

The Company may also enter into derivative instruments that do not qualify for hedge accounting or are not designated as hedges. These instruments are intended to mitigate economic exposures due to exogenous events and changes in foreign currency exchange rates, interest rates, and from market volatility related to certain investments measured at fair value. The changes in fair value of derivatives not designated as hedges are recorded in the statements of operations in the same line item where the hedged risk occurs.

Financial Statement Presentation

Unsettled derivative contracts are recorded at their gross fair values on the consolidated balance sheets. The portion of the fair value that represents cash flows occurring within one year is classified as current, and the portion related to cash flows occurring beyond one year is classified as noncurrent.

Cash flows from designated derivative instruments used as hedges are classified in the consolidated statements of cash flows in the same section as the cash flows of the hedged item. Cash flows from periodic settlement of interest on cross currency swaps and derivative contracts not designated as hedges are reported as investing activities in the consolidated statements of cash flows.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Treasury Stock

When stock is acquired for purposes other than formal or constructive retirement, the purchase price of the acquired stock is recorded in a separate treasury stock account, which is separately reported as a reduction of equity. Treasury stock held by Discovery prior to the Merger was not retired.

When stock is retired or purchased for formal or constructive retirement, the purchase price is initially recorded as a reduction to the par value of the shares repurchased, with any excess purchase price over par value recorded as a reduction to additional paid-in capital related to the series of shares repurchased and any remaining excess purchase price recorded as a reduction to retained earnings. If the purchase price exceeds the amounts allocated to par value and additional paid-in capital related to the series of shares repurchased and retained earnings, the remainder is allocated to additional paid-in capital related to other series of shares.

To determine the cost of treasury stock that is either sold or reissued, the Company uses the last in, first out method. If the proceeds from the re-issuance of treasury stock are greater than the cost, the excess is recorded as additional paid-in capital. If the proceeds from re-issuance of treasury stock are less than the cost, the excess cost first reduces any additional paid-in capital arising from previous treasury stock transactions for that class of stock, and any additional excess is recorded as a reduction of retained earnings.

Revenue Recognition

Revenue is recognized upon transfer of control of promised services or goods to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those services or goods. Revenues do not include taxes collected from customers on behalf of taxing authorities such as sales tax and value-added tax. However, certain revenues include taxes that customers pay to taxing authorities on the Company’s behalf, such as foreign withholding tax. Revenue recognition for each source of revenue is also based on the following policies.

Advertising

Advertising revenues are principally generated from the sale of commercial time on linear (television networks and authenticated TVE applications) and digital platforms (DTC subscription services and websites). A substantial portion of the linear and digital advertising contracts in the U.S. and certain international markets guarantee the advertiser a minimum audience level that either the program in which their advertisements are aired or the advertisement will reach. On the linear platform, the Company provides a service to deliver an advertising campaign which is satisfied by the provision of a minimum number of advertising spots in exchange for a fixed fee over a contract period of one year or less. The Company delivers spots in accordance with these contracts during a variety of day parts and programs. In the agreements governing these advertising campaigns, the Company has also promised to deliver to its customers a guaranteed minimum number of viewers (“impressions”) on a specific television network within a particular demographic (e.g. men aged 18-35). These advertising campaigns are considered to represent a single, distinct performance obligation. Revenues are recognized based on the guaranteed audience level multiplied by the average price per impression. The Company provides the advertiser with advertising until the guaranteed audience level is delivered, and invoiced advertising revenue receivables may exceed the value of the audience delivery. As such, revenues are deferred until the guaranteed audience level is delivered or the rights associated with the guarantee lapse, which is typically less than one year. Audience guarantees are initially developed internally, based on planned programming, historical audience levels, the success of pilot programs, and market trends. Actual audience and delivery information is published by independent ratings services.

Digital advertising contracts typically contain promises to deliver guaranteed impressions in specific markets against a targeted demographic during a stipulated period of time. If the specified number of impressions is not delivered, the transaction price is reduced by the number of impressions not delivered multiplied by the contractually stated price per impression. Each promise is considered a separate performance obligation. For digital contracts with an audience guarantee, advertising revenues are recognized as impressions are delivered. Actual audience delivery is typically reported by independent third parties.

For contracts without an audience guarantee, advertising revenues are recognized as each spot airs. The airing of individual spots without a guaranteed audience level are each distinct, individual performance obligations. The Company allocates the consideration to each spot based on its relative standalone selling price.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Distribution

Distribution revenues are generated from fees charged to network distributors, which include cable, direct-to-home (“DTH”) satellite, telecommunications and digital service providers, and DTC subscribers. Cable operators, DTH satellite operators and telecommunications service providers typically pay royalties via a per-subscriber fee for the right to distribute the Company’s programming under the terms of distribution contracts. The majority of the Company’s distribution fees are collected monthly throughout the year and distribution revenue is recognized over the term of the contracts based on contracted programming rates and reported subscriber levels. The amount of distribution fees due to the Company is reported by distributors based on actual subscriber levels. Such information is generally not received until after the close of the reporting period. In these cases, the Company estimates the number of subscribers receiving the Company’s programming to estimate royalty revenue. Historical adjustments to recorded estimates have not been material. Distribution revenue from fixed-fee contracts is recognized over the contract term based on the continuous delivery of the content to the affiliate. Any monetary incentives provided to distributors other than for distinct goods or services acquired at fair value are recognized as a reduction of revenue over the term.

Although the delivery of linear feeds and digital products, such as video-on-demand (“VOD”) and authenticated TVE applications, are considered distinct performance obligations within a distribution arrangement, on-demand offerings generally match the programs that are airing on the linear network. Therefore, the Company recognizes revenue for licensing arrangements as the license fee is earned and based on continuous delivery for fixed fee contracts.

Revenues associated with digital distribution arrangements are recognized when the Company transfers control of the programming and the rights to distribute the programming to the customer.

For DTC subscription services, the Company recognizes revenue as the service fee is earned over the subscription period.

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.

Content

Content revenues are generated from the release of feature films for initial exhibition in theaters, production of programs licensed for initial television/SVOD exhibition, the 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.

In general, fixed payments for the licensing of intellectual property are recognized as revenue at either the inception of the license term or as sales-based royalties as underlying sales occur if the intellectual property has significant standalone functionality (“functional IP,” such as a produced film or television series), or over the corresponding license term if the licensee’s ability to derive utility is dependent upon our continued support of the intellectual property throughout the license term (“symbolic IP,” such as a character or a brand). Feature films may be produced or acquired for initial exhibition in theaters or direct release on our streaming service. Arrangements with theaters for exhibiting a film over a certain period are generally sales-based royalties and recorded as revenue as the underlying sales of the exhibitors occur.

Television programs are initially produced for broadcast networks, cable networks, premium pay services, first-run syndication or streaming services; revenues are recognized when the programs are available for use by the licensee. Fixed license fee revenues from the subsequent licensing of feature films and television programs in the off-network cable, premium pay, syndication, streaming and international television and streaming markets are also recognized upon availability of the content for use by the licensee. For television/streaming service licenses that include multiple titles with a fixed license fee across all titles, the availability of each title is considered a separate performance obligation, and the fixed fee is allocated to each title based on its estimated relative standalone selling price and recognized as revenue when the title is available for use by the licensee. When the term of an existing agreement is renewed or extended, revenues are recognized when the licensed content becomes available under the renewal or extension. Certain arrangements (e.g., certain pay-TV/SVOD licenses) may include variable license fees that are based on sales of the licensee; these are recognized as revenue as the applicable underlying sales occur.

Revenues from home entertainment sales of feature films and television programs in physical format are generally recognized at the later of the delivery date or the date when made widely available for sale or rental by retailers (“street date”) based on gross sales less a provision for estimated returns, rebates and pricing allowances. The provision is based on management’s estimates by analyzing vendor sales of our product, historical return trends, current economic conditions and changes in customer demand. Revenues from the licensing of television programs and films for electronic sell-through or video-on-demand are recognized when the product has been purchased by and made available to the consumer to either download or stream.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenues from sales of console games generally follow the same recognition methods as film and television programs in the home entertainment market. Revenues from digital sales of in-game purchases are assessed for deferral based on type of digital item purchased (e.g., consumable vs. durable) and estimated life of consumer game play and recognized upon purchase or

over time as applicable.

Revenues from the licensing of intellectual property such as characters or brands (e.g., for merchandising or theme parks) are

recognized either straight-line over the license term or as the licensee’s underlying product sales occur (sales-based royalty) depending on which method is most reflective of the earnings process.

Contract Assets and Liabilities

A contract asset is recorded when revenue is recognized in advance of the Company’s right to bill and receive consideration and that right is conditioned upon something other than the passage of time. A contract liability, such as deferred revenue, is recorded when the Company has recorded billings in conjunction with its contractual right or when cash is received in advance of the Company’s performance.

Deferred revenue primarily consists of TV/SVOD content licensing arrangements where the content has not yet been made available to the customer, consumer products and themed experience licensing arrangements with fixed payments, advance payment for DTC subscriptions, cash billed/received for television advertising in advance or for which the guaranteed viewership has not been provided, and advance fees related to the sublicensing of Olympic rights. The amounts classified as current are expected to be earned within the next year.

Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

Share-Based Compensation Expense

The Company has incentive plans under which performance-based restricted stock units (“PRSUs”), service-based restricted stock units (“RSUs”), and stock options may be issued. In addition, the Company offers an Employee Stock Purchase Plan (the “ESPP”). Share-based compensation expense for all awards is recorded as a component of selling, general and administrative expense. Forfeitures for all awards are recognized as incurred. Excess tax benefits realized from the exercise of stock options and vested RSUs, PRSUs and the ESPP are reported as cash inflows from operating activities on the consolidated statements of cash flows.

PRSUs

PRSUs represent the contingent right to receive shares of WBD common stock, and typically vest over one to three years based on continuous service and the attainment of qualitative and quantitative performance targets. The number of PRSUs that vest typically ranges from 0% to 300% based on a sliding scale where achieving or exceeding the performance target will result in 100% to 300% of the PRSUs vesting and achieving 70% or less of the target will result in no portion of the PRSUs vesting. Additionally, for certain PRSUs, the Company’s Compensation Committee has discretion in determining the final number of units that vest, but may not increase the amount of any PRSU award above 100%. Upon vesting, each PRSU becomes convertible into one share of WBD common stock. Holders of PRSUs do not receive payments of dividends in the event the Company pays a cash dividend until such PRSUs are converted into shares of WBD common stock.

Compensation expense for PRSUs is based on the fair value of WBD common stock on the date of grant. Compensation expense for PRSUs that vest based on achieving subjective operating performance conditions or in situations where the employee may withhold taxes in excess of the maximum statutory requirement, is remeasured at fair value each reporting period until the award is settled. Compensation expense for all PRSUs is recognized ratably over the vesting period only when it is probable that the operating performance conditions will be achieved. The Company records a cumulative adjustment to compensation expense for PRSUs if there is a change in the determination of the probability that the operating performance conditions will be achieved.

RSUs

RSUs represent the contingent right to receive shares of WBD common stock, substantially all of which vest ratably each year over periods of three to five years based on continuous service. Compensation expense for RSUs is based on the fair value of the award on the date of grant and is recognized ratably during the vesting period. 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.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

Stock options are granted with an exercise price equal to or in excess of the closing market price of WBD common stock on the date of grant and vest ratably over three or four years from the grant date based on continuous service and expire seven years from the date of grant. Compensation expense for stock options is based on the fair value of the award on the date of grant and is recognized ratably during the vesting period. 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.

The fair values of stock options are estimated using the Black-Scholes option-pricing model. Because the Black-Scholes option-pricing model requires the use of subjective assumptions, changes in these assumptions can materially affect the fair value of awards. For stock options the simplified method is utilized to calculate the expected term, since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The simplified method considers the period from the date of grant through the mid-point between the vesting date and the end of the contractual term of the award. Expected volatility is based on a combination of implied volatilities from traded options on WBD common stock and historical realized volatility of WBD and peer group common stock. The dividend yield is assumed to be zero because the Company has no history of paying cash dividends and no present intention to pay dividends. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the award.

ESPP

The ESPP enables eligible employees to purchase shares of WBD common stock through payroll deductions or other permitted means. The Company recognizes the fair value of the discount associated with shares purchased under the ESPP as share-based compensation expense.

Advertising Costs

Advertising costs are expensed as incurred and are presented in selling, general and administrative expenses. Third-party advertising costs were $2,152 million, $2,428 million and $2,519 million for years ended December 31, 2024, 2023 and 2022, respectively.

Collaborative Arrangements

The Company’s collaborative arrangements primarily relate to arrangements entered into with third parties to jointly finance and distribute certain theatrical and television productions, arrangements entered into with third parties to bundle streaming services, and an arrangement entered into with CBS Broadcasting, Inc. (“CBS”) surrounding The National Collegiate Athletic Association (the “NCAA”).

Co-financing arrangements generally represent the assignment of an economic interest in a film or television series to a producing partner. The Company generally records the amounts received for the assignment of an interest as a reduction of production cost, as the partner assumes the risk for their share of the film or series asset. The substance of these arrangements is that the third-party partner owns an interest in the film or series; therefore, in each period, based on the terms of the arrangement, the Company reflects the estimate of the third-party partner’s interest in the profits or losses incurred on the film or series, using the individual film forecast method, in cost of revenues, excluding depreciation and amortization in the consolidated statements of operations. On occasion, the Company acquires the economic interest in a film from a producing partner; in this case, the Company capitalizes the acquisition cost as a content asset in film and television content rights and games and accounts for the third-party partner’s share in applicable distribution results as described above.

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.

The arrangement among Turner, CBS and the NCAA provides Turner and CBS with rights to the NCAA Division I Men’s Basketball Championship Tournament (the “NCAA Tournament”) in the U.S. and its territories and possessions through 2032. The aggregate programming rights fee, production costs, advertising revenues and sponsorship revenues related to the NCAA Tournament and related programming are shared equally by the Company and CBS. However, if the amount paid for the programming rights fee and production costs in any given year exceeds advertising and sponsorship revenues for that year, CBS’ share of such shortfall is limited to specified annual caps. The amounts recorded pursuant to the loss cap were not material during the years ended December 31, 2024 and 2023. In accounting for this arrangement, the Company records advertising revenue for the advertisements aired on its networks and amortizes its share of the programming rights fee based on the estimated relative value of each season over the term of the arrangement.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For our collaborative arrangements entered into with third parties to jointly finance and distribute certain theatrical and television productions, net participation costs of $632 million and $393 million were recorded in cost of revenues, excluding depreciation and amortization for the years ended December 31, 2024 and 2023, respectively.

Income Taxes

Income taxes are recorded using the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are measured using rates the Company expects to apply to taxable income in years in which those temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not such assets will be unrealized.

From time to time, the Company engages in transactions in which the tax consequences may be uncertain. Significant judgment is required in assessing and estimating the tax consequences of these transactions. The Company prepares and files tax returns based on its interpretation of tax laws and regulations. In the normal course of business, the Company’s tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities.

In determining the Company’s tax provision for financial reporting purposes, the Company establishes a reserve for unrecognized tax benefits unless the Company determines that such positions are more likely than not to be sustained upon examination based on their technical merits, including the resolution of any appeals or litigation processes. The Company includes interest and where appropriate, penalties, as a component of income tax expense on 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. This also involves the use of significant estimates and assumptions with respect to the potential outcome of positions taken on tax returns that may be reviewed by tax authorities. The Company adjusts its unrecognized tax benefits periodically because of ongoing examinations by, and settlements with, various taxing authorities, as well as changes in tax laws, regulations and interpretations.

In connection with the Merger, the Company entered into a tax matters agreement (“TMA”) with AT&T. Pursuant to the TMA, the Company is responsible for tax liabilities of the WM Business related to the periods prior to AT&T’s ownership of the WM Business (June 14, 2018), and AT&T is responsible for tax liabilities of the WM Business related to the period for which they owned the WM Business (June 15, 2018 through April 8, 2022). With respect to unrecognized tax benefits related to jurisdictions that have joint and several liability among members of the AT&T tax filing group during the AT&T ownership period, the Company has not recorded any liabilities for unrecognized tax benefits or indemnification receivables related to matters that were attributable to jurisdictions that have joint and several liability among members of the AT&T filing group since AT&T was determined to be the primary obligor.

Concentrations Risk

Customers

No individual customer accounted for more than 10% of total consolidated revenues for 2024, 2023 or 2022. The Company had one customer that represented more than 10% of distribution revenue in 2024, which totaled 13%. As of December 31, 2024 and 2023, the Company’s trade receivables do not represent a significant concentration of credit risk as the customers and markets in which the Company operates are varied and dispersed across many geographic areas.

Financial Institutions

Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

Counterparty Credit Risk

The Company is exposed to the risk that the counterparties to outstanding derivative financial instruments will default on their obligations. The Company manages these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with outstanding derivative financial instruments is spread across a relatively broad counterparty base of banks and financial institutions. The Company also has a limited number of arrangements where collateral is required to be posted in the instance that certain fair value thresholds are exceeded. Additionally, the Company may be required to post collateral related to its revolving receivables program. As of December 31, 2024, the Company had posted $105 million of collateral under these arrangements.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting and Reporting Pronouncements Adopted

Segment Reporting

In November 2023, the FASB issued guidance updating the disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. 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 adopted the guidance effective January 1, 2024 and has provided the required annual disclosures in Note 23.

Accounting and Reporting Pronouncements Not Yet Adopted

Income Taxes

In December 2023, the FASB issued guidance updating the disclosure requirements for income taxes, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is permitted. The Company did not early adopt the amendments as of December 31, 2024. The Company is currently evaluating the impact of this guidance and will update its tax disclosures upon adoption.

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. The amendments are effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either: (1) prospectively to financial statements issued for reporting periods after the effective date, or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact this guidance will have on its disclosures.

NOTE 3. EQUITY AND EARNINGS PER SHARE

Common Stock Issued in Connection with the WarnerMedia Merger

In connection with the Merger, each issued and outstanding share of Discovery Series A common stock, Discovery Series B convertible common stock, and Discovery Series C common stock, was reclassified and automatically converted into one share of WBD common stock, and each issued and outstanding share of Discovery Series A-1 convertible preferred stock (“Series A-1 Preferred Stock”) and Series C-1 convertible preferred stock was reclassified and automatically converted into 13.1135 and 19.3648 shares of WBD common stock, respectively.

The Merger required the consent of Advance/Newhouse Programming Partnership under Discovery’s certificate of incorporation as the sole holder of the Series A-1 Preferred Stock. In connection with Advance/Newhouse Programming Partnership’s entry into the consent agreement and related forfeiture of the significant rights attached to the Series A-1 Preferred Stock in the reclassification of the shares of Series A-1 Preferred Stock into common stock, it received an increase to the number of shares of common stock of the Company into which the Series A-1 Preferred Stock converted. The impact of the issuance of such additional shares of common stock was $789 million and was recorded as a transaction expense in selling, general and administrative expense upon the closing of the Merger in the year ended December 31, 2022.

On April 8, 2022, the Company issued 1.7 billion shares of WBD common stock as consideration paid for the acquisition of WM. (See Note 4).

Repurchase Programs

Common Stock

Under the Company’s stock repurchase program, management is authorized to purchase shares of WBD common stock from time to time through open market purchases, privately negotiated transactions at prevailing prices, pursuant to one or more accelerated stock repurchase agreements, or other derivative arrangements as permitted by securities laws and other legal requirements, and subject to stock price, business and market conditions and other factors.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In February 2020, the Company’s board of directors authorized additional stock repurchases of up to $2 billion upon completion of its existing $1 billion repurchase authorization announced in May 2019. All common stock repurchases, including prepaid common stock repurchase contracts, have been made through open market transactions and have been recorded as treasury stock on the consolidated balance sheets. During the years ended December 31, 2024, 2023 and 2022, the Company did not repurchase any of its common stock. Over the life of the Company’s repurchase programs and prior to the Merger and conversion of Discovery common stock to WBD common stock, the Company had repurchased 3 million and 229 million shares of Discovery Series A and Discovery Series C common stock, respectively, for the aggregate purchase price of $171 million and $8.2 billion, respectively.

Earnings Per Share

All share and per share amounts have been retrospectively adjusted to reflect the reclassification and automatic conversion into WBD common stock, except for Series A-1 Preferred Stock, which has not been recast because the conversion of Series A-1 Preferred Stock into WBD common stock in connection with the Merger was considered a discrete event and treated prospectively.

The table below sets forth the Company’s calculated earnings per share (in millions). Earnings per share amounts may not recalculate due to rounding.

						Year Ended December 31,
						2024						2023						2022
Numerator:
Net loss						$	(11,482)					$	(3,079)					$	(7,297)
Less:
Allocation of undistributed income to Series A-1 convertible preferred stock						—						—						(49)
Net loss (income) attributable to noncontrolling interests						129						(38)						(68)
Net loss (income) attributable to redeemable noncontrolling interests						42						(9)						(6)
Redeemable noncontrolling interest adjustments of carrying value to redemption value (redemption value does not equal fair value)						(3)						—						—
Net loss available to Warner Bros. Discovery, Inc. Series A common stockholders for basic and diluted earnings per share						$	(11,314)					$	(3,126)					$	(7,420)
Denominator — weighted average:
Common shares outstanding — basic and diluted						2,450						2,436						1,940
Basic net loss per share allocated to common stockholders						$	(4.62)					$	(1.28)					$	(3.82)
Diluted net loss per share allocated to common stockholders						$	(4.62)					$	(1.28)					$	(3.82)

The table below presents the details of share-based awards that were excluded from the calculation of diluted earnings per share (in millions).

						Year Ended December 31,
						2024						2023						2022
Anti-dilutive share-based awards						76						69						49

NOTE 4. ACQUISITIONS AND DISPOSITIONS

Acquisitions

WarnerMedia

On April 8, 2022, the Company completed its Merger with the WarnerMedia Business of AT&T. 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. Discovery was deemed to be the accounting acquirer of WM.

The Merger combined WM’s content library and valuable intellectual property with Discovery’s global footprint, collection of local-language content and deep regional expertise across more than 220 countries and territories. The Company expects this broad, worldwide portfolio of brands, coupled with its DTC potential and the attractiveness of the combined assets, to result in increased market penetration globally. The Merger is also expected to create significant cost synergies for the Company.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Purchase Price

The following table summarizes the components of the aggregate purchase consideration paid to acquire WM (in millions).

Fair value of WBD common stock issued to AT&T shareholders (1)						$	42,309
Estimated fair value of share-based compensation awards attributable to pre-combination services (2)						94
Settlement of preexisting relationships (3)						(27)
Purchase consideration						$	42,376

(1) The fair value of WBD common stock issued to AT&T shareholders represents approximately 1,732 million shares of WBD common stock multiplied by the closing share price for Discovery Series A common stock of $24.43 on Nasdaq on the Closing Date. The number of shares of WBD common stock issued in the Merger was determined based on the number of fully diluted shares of Discovery, Inc. common stock immediately prior to the closing of the Merger, multiplied by the quotient of 71%/29%.

(2) This amount represents the value of AT&T restricted stock unit awards that were not vested and were replaced by WBD restricted stock unit awards with similar terms and conditions as the original AT&T awards. The conversion was based on the ratio of the volume-weighted average per share closing price of AT&T common stock on the ten trading days prior to the Closing Date and the volume-weighted average per share closing price of WBD common stock on the ten trading days following the Closing Date. The fair value of replacement equity-based awards attributable to pre-Merger service was recorded as part of the consideration transferred in the Merger. See Note 15 for additional information.

(3) The amount represents the effective settlement of outstanding payables and receivables between the Company and WM. No gain or loss was recognized upon settlement as amounts were determined to be reflective of fair market value.

Balances reflect rounding of dollar and share amounts to millions, which may result in differences for recalculated standalone amounts compared with the amounts presented above. 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. AT&T has raised certain claims associated with the Merger that the Company believes are without merit. In connection with the dispute, the Company established an immaterial accrual in the first quarter of 2024.

Purchase Price Allocation

The Company applied the acquisition method of accounting to WM, whereby the excess of the fair value of the purchase price paid over the fair value of identifiable net assets acquired and liabilities assumed was allocated to goodwill. Goodwill reflects the assembled workforce of WM as well as revenue enhancements, cost savings and operating synergies that are expected to result from the Merger. The goodwill recorded as part of the Merger was allocated to the Studios, Networks and DTC reportable segments in the amounts of $9,308 million, $7,074 million and $5,727 million, respectively, and is not deductible for tax purposes.

During 2023, the Company finalized the fair value of assets acquired and liabilities assumed. Measurement period adjustments were reflected in the period in which the adjustments occurred. Adjustments recorded in 2023 were $368 million, primarily related to taxes, and were recorded in other noncurrent assets, deferred income taxes, and other noncurrent liabilities, with an offset to goodwill. The allocation of the purchase price to the assets acquired and liabilities assumed, measurement period adjustments, and a reconciliation to total consideration transferred is presented in the table below (in millions).

						Preliminary April 8, 2022						Measurement Period Adjustments						Final April 8, 2022
Cash						$	2,419					$	(10)					$	2,409
Accounts receivable						4,224						(60)						4,164
Other current assets						4,619						(133)						4,486
Film and television content rights and games						28,729						(344)						28,385
Property and equipment						4,260						13						4,273
Goodwill						21,513						596						22,109
Intangible assets						44,889						100						44,989
Other noncurrent assets						5,206						283						5,489
Current liabilities						(10,544)						12						(10,532)
Debt assumed						(41,671)						(9)						(41,680)
Deferred income taxes						(13,264)						492						(12,772)
Other noncurrent liabilities						(8,004)						(940)						(8,944)
Total consideration paid						$	42,376					$	—					$	42,376

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair values of the assets acquired and liabilities assumed were determined using several valuation approaches including, but not limited to, various cost approaches and income approaches, such as relief from royalty, multi-period excess earnings, and with-or-without methods.

The table below presents a summary of intangible assets acquired, exclusive of content assets, and the weighted average useful life of these assets.

						Fair Value						Weighted Average Useful Life in Years
Trade names						$	21,084					34
Affiliate, advertising and subscriber relationships						14,800						6
Franchises						7,900						35
Other intangible assets						1,205
Total intangible assets acquired						$	44,989

The Company incurred acquisition-related costs of $162 million and $406 million for the years ended December 31, 2023 and 2022, respectively. These costs were associated with legal and professional services and integration activities and were recognized as operating expenses on the consolidated statements of operations. Additionally, the expense related to the issuance of additional shares of common stock in connection with the conversion of Advance/Newhouse Programming’s Series A-1 Preferred Stock was $789 million and was recorded as a transaction expense in selling, general and administrative expense upon the closing of the Merger. (See Note 3.)

As a result of the Merger, WM’s assets, liabilities, and operations were included in the Company’s consolidated financial statements from the Closing Date. The following table presents WM revenue and earnings as reported within the consolidated financial statements (in millions).

						Year Ended December 31, 2022
Revenues:
Advertising						$	2,849
Distribution						10,980
Content						10,001
Other						720
Total revenues						24,550
Inter-segment eliminations						(2,225)
Net revenues						$	22,325
Net loss available to Warner Bros. Discovery, Inc.						$	(7,202)

Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information presents the combined results of the Company and WM as if the Merger had been completed on January 1, 2021. The unaudited pro forma combined financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Merger had occurred on January 1, 2021, nor is it indicative of future results. The following table presents the Company’s pro forma combined revenues and net loss (in millions).

									Year Ended December 31, 2022
Revenues												$	43,095
Net loss available to Warner Bros. Discovery, Inc.												(5,359)

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma combined financial information includes, 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. These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the Merger with WM on the Company’s historical financial information on a supplemental pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business.

BluTV

The Company previously held a 35% interest in BluTV, a SVOD platform entity and content distributor in Turkey that was accounted for as an equity method investment. In December 2023, the Company acquired the remaining 65% of BluTV for $50 million.

Dispositions

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.

During 2023, the Company sold or exited all of the AT&T SportsNets.

In October 2022, the Company sold its 49% stake in Golden Maple Limited (known as Tencent Video VIP) for proceeds of $143 million and recorded a gain of $55 million, and in April 2022 completed the sale of its minority interest in Discovery Education for proceeds of $138 million and recorded a gain of $133 million.

In September 2022, the Company sold 75% of its interest in The CW Network to Nexstar Media Inc. (“Nexstar”), in exchange for Nexstar agreeing to fund a majority of The CW Network’s expenses and the retention of the Company’s share of certain receivables that existed prior to the transaction. There was no cash consideration exchanged in the transaction. The Company recorded an immaterial gain and retained a 12.5% ownership interest in The CW Network, which is accounted for as an equity method investment.

NOTE 5. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Changes in the carrying value of goodwill attributable to each business unit were as follows (in millions).

						Studios						Networks						DTC												Total
December 31, 2022						$	8,963					$	17,557					$	7,918											$	34,438
Acquisitions (See Note 4)						245						(24)						127												348
Foreign currency translation and other adjustments						64						97						22												183
December 31, 2023						$	9,272					$	17,630					$	8,067											$	34,969
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

The carrying amount of goodwill at the Networks segment included accumulated impairments of $10.8 billion and $1.6 billion as of December 31, 2024 and 2023, respectively. The Studios and DTC segments did not include any accumulated impairments as of December 31, 2024 and 2023.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets

Finite-lived intangible assets subject to amortization consisted of the following (in millions, except years).

			Weighted Average Amortization Period (Years)						December 31, 2024																		December 31, 2023
Gross						Accumulated Amortization						Net						Gross						Accumulated Amortization						Net
Trademarks and trade names			27						$	22,835					$	(4,212)					$	18,623					$	22,935					$	(2,688)					$	20,247
Affiliate, advertising and subscriber relationships			8						24,240						(18,528)						5,712						24,335						(14,730)						9,605
Franchises			35						7,900						(789)						7,111						7,900						(426)						7,474
Character rights			14						995						(197)						798						995						(125)						870
Other			6						586						(531)						55						591						(502)						89
Total									$	56,556					$	(24,257)					$	32,299					$	56,756					$	(18,471)					$	38,285

Amortization expense for finite-lived intangible assets reflects the pattern in which the assets’ economic benefits are consumed over their estimated useful lives. For assets whose economic benefits are anticipated to be consumed evenly, a straight-line method is utilized. For assets in which the economic benefits are expected to be recognized unevenly over the useful life of the asset, an accelerated method such as the sum-of-the-months’ digits method is utilized. Amortization expense related to finite-lived intangible assets was $5,935 million, $6,854 million and $6,237 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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. This change was considered a change in estimate, was accounted for prospectively, and resulted in incremental amortization expense of $184 million for the year ended December 31, 2024.

During 2023, the Company reassessed the useful lives and amortization methods for its linear networks and HBO trademarks and trade names, and its DC franchise, and concluded the pattern of amortization should be accelerated. Accordingly, the Company has changed the amortization method for these assets from the straight-line method to the sum-of-the-months’ digits method. This change was considered a change in estimate, was accounted for prospectively, and resulted in incremental amortization expense of $368 million for the year ended December 31, 2023.

Amortization expense relating to intangible assets subject to amortization for each of the next five years and thereafter is estimated to be as follows (in millions).

						2025						2026						2027						2028						2029						Thereafter
Amortization expense						$	4,578					$	3,423					$	2,636					$	2,013					$	1,768					$	17,881

Impairment Analysis

We perform fair value-based impairment tests of goodwill and intangible assets with indefinite lives on an annual basis, and between annual tests if an event occurs or if circumstances change that would more likely than not reduce the fair value of a reporting unit or an indefinite-lived intangible asset below its carrying value.

Significant judgments and assumptions for all quantitative goodwill tests 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 revenue growth rates and profit margins.

2024 Impairment Analysis

During the second quarter of 2024, the Company performed goodwill and intangible assets impairment monitoring procedures for all of its reporting units and concluded 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.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As a result, the Company elected to perform a quantitative impairment assessment for all of its reporting units in the second quarter of 2024. For the Networks reporting unit, fair value was determined using a DCF method. The key judgments and assumptions used in the DCF method to determine the fair value of the Networks reporting unit were as follows:

• The expected future cash flows in terms of their amount and timing. These cash flows, utilized in the DCF analysis, are derived from the reporting unit’s budget and its strategic long-term plan, which reflect expectations based upon operating performance and assumptions consistent with those of a market participant with regards to affiliate revenue, sports rights, and continued softness in the U.S. linear advertising market.

• Long-term growth rate of negative 3%.

• A discount rate of 10.5%. This is reflective of the risks inherent in the future cash flows of the reporting unit and market conditions.

Given the inherent uncertainty in determining the assumptions underlying a DCF analysis, actual results may differ from those used in the valuations.

The carrying value of the Networks reporting unit exceeded its fair value and the Company recorded a pre-tax, non-cash goodwill impairment charge of $9.1 billion during the second quarter of 2024 in impairments and loss on dispositions in the consolidated statements of operations. The goodwill impairment charge does not have an impact on the calculation of the Company’s financial covenants under the Company’s debt arrangements.

As of October 1, 2024, the Company performed a quantitative goodwill impairment assessment for all of its reporting units. The estimated fair value of each reporting unit exceeded its carrying value and, therefore, no impairment was recorded. The DTC reporting unit had headroom of 20%. The Studios reporting unit, which had headroom of 16%, and the Networks reporting unit, which had headroom of 12%, both had fair values in excess of carrying value of less than 20%. The fair values of the reporting units were determined using a combination of DCF and market valuation methodologies.

The Company continues to monitor its reporting units for triggers that could impact the recoverability of goodwill. Long-term trends and risks the Company is monitoring in its ongoing assessment include, but are not limited to, the following:

• the delta between market capitalization and book value;

• uncertainty related to affiliate rights renewals associated with the Company’s Networks and DTC reporting units;

• declining levels of global GDP growth and continued softness in the U.S. linear advertising market associated with the Company’s Networks reporting unit;

• content licensing trends and volatility related to the performance of theatrical film and game slates in the Company’s Studios reporting unit; and

• risks in executing the projected growth strategies of the Company’s DTC reporting unit.

2023 and 2022 Impairment Analysis

For the 2023 and 2022 annual impairment tests, the Company performed a quantitative goodwill impairment assessment for all reporting units. The estimated fair value of each reporting unit exceeded its carrying value and, therefore, no impairment was recorded.

Fair Value Measurements

The determination of fair value of the Company’s reporting units represents a Level 3 fair value measurement in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs. Changes in significant judgments and estimates could significantly impact the determined fair value of the reporting unit or the valuation of intangible assets. Changes to assumptions that would decrease the fair value of the reporting unit may result in corresponding increases to the impairment of goodwill at the reporting unit.

NOTE 6. RESTRUCTURING AND OTHER CHARGES

In connection with the completion of its Merger with the WarnerMedia Business of AT&T on April 8, 2022, the Company has announced and has taken actions to implement projects to achieve cost synergies for the Company, which include, among other things, strategic content programming assessments, organization restructuring, facility consolidation activities, and other contract termination costs. While the Company’s restructuring efforts are ongoing, the merger-related restructuring program was considered to be substantially completed as of December 31, 2024. During 2023, the Company initiated a strategic realignment plan associated with its Warner Bros. Pictures Animation group. During 2024, the Company initiated two additional restructuring initiatives; an organizational and personnel restructuring plan and a restructuring initiative associated with its Warner Bros. Games group.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring and other charges by reportable segment and corporate and inter-segment eliminations were as follows (in millions).

						Year Ended December 31,
						2024						2023						2022
Studios						$	263					$	225					$	1,050
Networks						85						201						1,003
DTC						3						66						1,551
Corporate and inter-segment eliminations						96						93						153
Total restructuring and other charges						$	447					$	585					$	3,757

During the year ended December 31, 2024, restructuring and other charges primarily included organization restructuring costs of $246 million, content impairments and other content development costs and write-offs of $165 million, and contract terminations and other restructuring costs of $36 million. Facility consolidation impairment charges of $411 million were recorded in impairment and loss on dispositions in the consolidated statements of operations during the year ended December 31, 2024.

During the year ended December 31, 2023, restructuring and other charges primarily included content impairments and other content development costs and write-offs of $115 million, contract terminations and facility consolidation activities of $111 million, and organization restructuring costs of $359 million.

During the year ended December 31, 2022, restructuring and other charges primarily included charges related to strategic content programming initiatives, inclusive of content impairments, content development costs and write-offs, content contract terminations, and other content related charges of $3,133 million. In addition, there were restructuring charges related to organization restructuring of $607 million and facility consolidation activities and other contract terminations of $17 million.

Changes in restructuring liabilities recorded in accrued liabilities and other noncurrent liabilities by major category and by reportable segment and corporate were as follows (in millions).

																		Studios						Networks						DTC						Corporate						Total
December 31, 2022																		$	156					$	361					$	188					$	159					$	864
Contract termination accruals, net																		48						16						8						15						87
Employee termination accruals, net																		47						175						60						78						360
Other accruals																		—						2						—						—						2
Cash paid																		(153)						(352)						(176)						(172)						(853)
December 31, 2023																		98						202						80						80						460
Contract termination accruals, net																		—						1						—						3						4
Employee termination accruals, net																		79						84						24						78						265
Other accruals																		1						(2)						(20)						4						(17)
Cash paid																		(83)						(180)						(53)						(107)						(423)
December 31, 2024																		$	95					$	105					$	31					$	58					$	289

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7. REVENUES

Disaggregated Revenue

The following table presents the Company’s revenues disaggregated by revenue source (in millions).

			Year Ended December 31, 2024
			Studios						Networks						DTC						Corporate and Inter-segment Eliminations						Total
Revenues:
Distribution			$	8					$	10,680					$	9,022					$	(9)					$	19,701
Advertising			5						7,306						855						(76)						8,090
Content			10,717						1,848						428						(2,696)						10,297
Other			877						341						8						7						1,233
Totals			$	11,607					$	20,175					$	10,313					$	(2,774)					$	39,321

			Year Ended December 31, 2023
			Studios						Networks						DTC						Corporate and Inter-segment Eliminations						Total
Revenues:
Distribution			$	17					$	11,521					$	8,703					$	(4)					$	20,237
Advertising			15						8,342						548						(205)						8,700
Content			11,358						1,005						886						(2,046)						11,203
Other			802						376						17						(14)						1,181
Totals			$	12,192					$	21,244					$	10,154					$	(2,269)					$	41,321

			Year Ended December 31, 2022
			Studios						Networks						DTC						Corporate and Inter-segment Eliminations						Total
Revenues:
Distribution			$	12					$	9,759					$	6,371					$	—					$	16,142
Advertising			15						8,224						371						(86)						8,524
Content			9,156						1,120						522						(2,438)						8,360
Other			548						245						10						(12)						791
Totals			$	9,731					$	19,348					$	7,274					$	(2,536)					$	33,817

Accounts Receivable and Credit Losses

The allowance for credit losses was not material at December 31, 2024 and 2023.

Contract Assets and Liabilities

The following table presents contract liabilities on the consolidated balance sheets (in millions).

Category						Balance Sheet Location						December 31, 2024						December 31, 2023
Contract liabilities						Deferred revenues						$	1,569					$	1,924
Contract liabilities						Other noncurrent liabilities						206						160

The change in deferred revenue for the year ended December 31, 2024 primarily reflects cash payments received or contracted billings recorded for which the performance obligations were not satisfied prior to the end of the period, partially offset by $1,643 million of revenues recognized that were included in the deferred revenue balance at December 31, 2023. Revenue recognized for the year ended December 31, 2023 related to the deferred revenue balance at December 31, 2022 was $1,354 million. Contract assets were not material as of December 31, 2024 and 2023.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Transaction Price Allocated to Remaining Performance Obligations

Most of the Company’s distribution contracts are licenses of functional intellectual property where revenue is derived from royalty-based arrangements, for which revenues are recorded as a function of royalties earned to date instead of estimating incremental royalty contract revenue. However, there are certain other distribution arrangements that are fixed price or contain minimum guarantees that extend beyond one year. The Company recognizes revenue for fixed fee distribution contracts monthly based on minimum monthly fees by calculating one twelfth of annual license fees specified in its distribution contracts, or based on the pro-rata fees earned calculated on the license fees specified in the distribution contract.

The Company’s content licensing contracts and sports sublicensing deals are licenses of functional intellectual property.

The Company’s brand licensing contracts are licenses of symbolic intellectual property.

The Company’s advertising contracts are principally generated from the sale of advertising campaigns comprised of multiple commercial units. In contracts with guaranteed impressions, we have identified the overall advertising campaign as the performance obligation to be satisfied over time, and impressions delivered against the satisfaction of our guarantee as the measure of progress. Certain of these arrangements extend beyond one year.

The following table presents a summary of remaining performance obligations by contract type (in millions).

Contract Type						December 31, 2024						Duration
Distribution - fixed price or minimum guarantee						$	2,407					Through 2031
Content licensing and sports sublicensing						4,416						Through 2032
Brand licensing						3,006						Through 2052
Advertising						757						Through 2030
Other						133						Through 2029
Total						$	10,719

The value of unsatisfied performance obligations disclosed above does not include: (i) contracts involving variable consideration for which revenues are recognized in accordance with the sales or usage-based royalty exception, which typically have a similar duration as the contracts disclosed above, and (ii) contracts with an original expected length of one year or less, such as most advertising contracts; however for content licensing revenues, including revenues associated with the licensing of theatrical and television product for television and streaming services, the Company has included all contracts regardless of duration.

NOTE 8. SALES OF RECEIVABLES

Revolving Receivables Program

During 2024, the Company amended its revolving receivables program to reduce the facility limit to $5,200 million and extend the program to June 2025. The outstanding portfolio of receivables derecognized from our consolidated balance sheets was $4,637 million and $5,200 million as of December 31, 2024 and 2023, respectively.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $116 million, $79 million, and $256 million, respectively, in selling, general and administrative expenses from the revolving receivables program in the consolidated statements of operations (net of non-designated derivatives in 2024 and 2023). (See Note 13.)

The following table presents a summary of receivables sold (in millions).

			Year Ended December 31,
			2024						2023
Gross receivables sold/cash proceeds received			$	15,254					$	13,340
Collections reinvested under revolving receivables program			(15,818)						(13,506)
Net cash proceeds remitted			$	(564)					$	(166)
Net receivables sold			$	15,153					$	13,178
Obligations recorded (Level 3)			$	361					$	405

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents a summary of the amounts transferred or pledged (in millions).

			December 31, 2024						December 31, 2023
Gross receivables pledged as collateral			$	2,402					$	3,088
Restricted cash pledged as collateral			$	100					$	500
Balance sheet classification:
Receivables, net			$	2,039					$	2,780
Prepaid expenses and other current assets			$	100					$	500
Other noncurrent assets			$	363					$	308

Accounts Receivable Factoring

Total trade accounts receivable sold under the Company’s factoring arrangement was $313 million and $383 million for the years ended December 31, 2024 and 2023, respectively. The impact to the consolidated statements of operations was immaterial for the years ended December 31, 2024, 2023 and 2022. This accounts receivable factoring agreement is separate and distinct from the revolving receivables program.

NOTE 9. CONTENT RIGHTS

For purposes of amortization and impairment, capitalized content costs are grouped based on their predominant monetization strategy: individually or as a group. Programming rights are presented as two separate captions: licensed content and advances and live programming and advances. Live programming includes licensed sports rights and related advances. The table below presents the components of content rights (in millions).

			December 31, 2024
						Predominantly Monetized Individually						Predominantly Monetized as a Group						Total
Theatrical film production costs:
Released, less amortization						$	1,478					$	—					$	1,478
Completed and not released						480						—						480
In production and other						1,308						—						1,308
Television production costs:
Released, less amortization						1,470						5,678						7,148
Completed and not released						314						767						1,081
In production and other						392						2,008						2,400
Total theatrical film and television production costs						$	5,442					$	8,453					$	13,895
Licensed content and advances, net																		4,369
Live programming and advances, net																		1,375
Game development costs, less amortization																		247
Total film and television content rights and games																		19,886
Less: Current content rights and prepaid license fees, net																		(784)
Total noncurrent film and television content rights and games																		$	19,102

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

			December 31, 2023
						Predominantly Monetized Individually						Predominantly Monetized as a Group						Total
Theatrical film production costs:
Released, less amortization						$	2,823					$	—					$	2,823
Completed and not released						107						—						107
In production and other						1,300						—						1,300
Television production costs:
Released, less amortization						1,471						5,317						6,788
Completed and not released						380						606						986
In production and other						417						2,624						3,041
Total theatrical film and television production costs						$	6,498					$	8,547					$	15,045
Licensed content and advances, net																		4,519
Live programming and advances, net																		1,943
Game development costs, less amortization																		565
Total film and television content rights and games																		22,072
Less: Current content rights and prepaid license fees, net																		(843)
Total noncurrent film and television content rights and games																		$	21,229

Content amortization consisted of the following (in millions).

						Year Ended December 31,
						2024						2023						2022
Predominantly monetized individually						$	3,999					$	5,165					$	5,175
Predominantly monetized as a group						9,554						10,648						8,935
Total content amortization						$	13,553					$	15,813					$	14,110

Content expense includes amortization, impairments, and development expense and is generally a component of costs of revenues on the consolidated statements of operations. For the year ended December 31, 2024, total content impairments were $558 million, of which content impairments and other content development costs and write-offs of $165 million were primarily due to the abandonment of certain titles in connection with the fourth quarter 2024 restructuring initiative associated with the Warner Bros. Games group and are reflected in restructuring and other charges in the Studios segment.

For the year ended December 31, 2023, total content impairments were $326 million, of which content impairments and other content development costs and write-offs of $115 million were primarily due to the abandonment of certain films in connection with the third quarter 2023 strategic realignment plan associated with the Warner Bros. Pictures Animation group and are reflected in restructuring and other charges in the Studios segment.

For the year ended December 31, 2022, total content impairments were $2,807 million. Content impairments of $2,756 million and content development write-offs of $377 million were due to the abandonment of certain content categories in connection with the strategic realignment of content following the Merger and are reflected in restructuring and other charges in the Studios, Networks and DTC segments. (See Note 6.)

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below presents the expected future amortization expense of the Company’s film and television content rights, licensed content and advances, live programming rights and advances, and games as of December 31, 2024 (in millions).

						Year Ending December 31,
						2025						2026						2027
Released investment in films and television content:
Monetized individually						$	946					$	547					$	468
Monetized as a group						2,312						1,284						804
Licensed content and advances						1,394						812						603
Live programming and advances						1,136						33						25
Games						66						3						—
Completed and not released investment in films and television content:
Monetized individually						$	647
Monetized as a group						309

At December 31, 2024, acquired film and television libraries are being amortized using straight-line or other accelerated amortization methods through 2033.

NOTE 10. INVESTMENTS

The Company’s equity investments consisted of the following, net of investments recorded in other noncurrent liabilities (in millions).

Category						Balance Sheet Location						Ownership						December 31, 2024						December 31, 2023
Equity method investments:
The Chernin Group (TCG) 2.0-A, LP						Other noncurrent assets						44%						$	240					$	249
nC+						Other noncurrent assets						32%						128						142
TNT Sports						Other noncurrent assets						50%						92						102
Other						Other noncurrent assets												261						503
Total equity method investments																		721						996
Investments with readily determinable fair values						Other noncurrent assets												41						53
Investments without readily determinable fair values						Other noncurrent assets (a)												353						438
Total investments																		$	1,115					$	1,487

(a) Investments without readily determinable fair values included $17 million as of December 31, 2024 and December 31, 2023 that were included in prepaid expenses and other current assets.

Equity Method Investments

Certain of the Company’s other equity method investments are VIEs, for which the Company is not the primary beneficiary. As of December 31, 2024, the Company’s maximum exposure for all its unconsolidated VIEs, including the investment carrying values and unfunded contractual commitments made on behalf of VIEs, was approximately $569 million. The Company’s maximum estimated exposure excludes the non-contractual future funding of VIEs. The aggregate carrying values of these VIE investments were $550 million and $697 million as of December 31, 2024 and 2023, respectively. The Company recognized its portion of VIE operating results with losses of $24 million, $75 million, and $87 million for the years ended December 31, 2024, 2023 and 2022, respectively, in loss from equity investees, net, on the consolidated statements of operations.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Equity Investments Without Readily Determinable Fair Values Assessed Under the Measurement Alternative

The Company recorded impairments and upward adjustments for its other equity investments without readily determinable fair values of $27 million and $16 million during the year ended December 31, 2024, respectively, as a result of observable price changes in orderly transactions for the identical or similar investment of the same issuer. The changes in fair value as a result of observable price changes is recorded in other income (expense), net on the consolidated statements of operations. (See Note 18.) As of December 31, 2024, the Company had recorded cumulative impairments of $260 million and cumulative upward adjustments of $25 million for its equity method investments without readily determinable fair values.

NOTE 11. DEBT

The table below presents the components of outstanding debt (in millions).

												December 31,
						Weighted-Average Interest Rate as of 12/31/2024						2024						2023
Floating rate senior notes with maturities of 5 years or less						—		%				$	—					$	40
Senior notes with maturities of 5 years or less						4.11		%				13,744						13,664
Senior notes with maturities between 5 and 10 years						4.37		%				7,853						8,607
Senior notes with maturities greater than 10 years						5.20		%				17,930						21,644
Total debt												39,527						43,955
Unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting, net												(22)						(286)
Debt, net of unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting												39,505						43,669
Current portion of debt												(2,748)						(1,780)
Noncurrent portion of debt												$	36,757					$	41,889

During the year ended December 31, 2024, the Company commenced a tender offer to purchase for cash up to $2.61 billion in aggregate purchase price (excluding accrued and unpaid interest) of (i) DCL’s outstanding 3.900% Senior Notes due 2024, 4.000% Senior Notes due 2055, 4.650% Senior Notes due 2050, 4.950% Senior Notes due 2042, 4.875% Senior Notes due 2043, 5.200% Senior Notes due 2047, and 5.300% Senior Notes due 2049; (ii) Scripps Networks Interactive, Inc.’s (“Scripps Networks”) outstanding 3.900% Senior Notes due 2024; (iii) the legacy WarnerMedia Business’s outstanding 4.650% Senior Notes due 2044, 4.850% Senior Notes due 2045, 4.900% Senior Notes due 2042, and 5.350% Senior Notes due 2043; and (iv) WMH’s outstanding 5.050% Senior Notes due 2042, which was funded using the aggregate net proceeds from debt financing transactions together with available cash on hand and other available sources of liquidity. The Company completed the tender offer in June 2024 by purchasing senior notes in the aggregate principal amount of $3,399 million validly tendered and accepted for purchase pursuant to the offer and recorded a gain on extinguishment of $542 million.

During the year ended December 31, 2024, the Company also repaid in full at maturity $296 million of aggregate principal amount outstanding of its senior notes due November 2024; £400 million ($529 million equivalent at repayment) of aggregate principal amount outstanding of its senior notes due September 2024; $48 million of aggregate principal amount outstanding of its senior notes due June 2024; $726 million of aggregate principal amount outstanding of its senior notes due February and March 2024; and completed open market repurchases for $965 million of aggregate principal amount outstanding of its senior notes.

During the year ended December 31, 2024, the Company issued €650 million of 4.302% fixed rate senior notes due January 2030 and €850 million of 4.693% fixed rate senior notes due May 2033, the proceeds of which were used to fund the aforementioned tender offer. After December 2029 and February 2033, respectively, the senior notes are redeemable at par plus accrued and unpaid interest.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2023, the Company’s wholly-owned subsidiaries, Warner Media, LLC (“WML”), Historic TW Inc. (“TWI”), DCL, and WMH, commenced cash tender offers to purchase for cash any and all of (i) WML’s outstanding 4.050% Senior Notes due 2023 and 3.550% Senior Notes due 2024; (ii) TWI’s outstanding 7.570% Senior Notes due 2024; (iii) DCL’s outstanding 3.800% Senior Notes due 2024; and (iv) WMH’s outstanding 3.528% Senior Notes due 2024 and 3.428% Senior Notes due 2024. The Company completed the tender offers in August 2023 by purchasing senior notes in the amount of $1.9 billion validly tendered and accepted for purchase pursuant to the offers. During the year ended December 31, 2023, the Company also commenced a tender offer to purchase for cash any and all of its outstanding Floating Rate Notes due in 2024. The Company completed the tender offer in June 2023 by purchasing Floating Rate Notes in the amount of $460 million validly tendered and accepted for purchase pursuant to the offer.

During the year ended December 31, 2023, the Company also repaid $4.0 billion of aggregate principal amount outstanding of its term loan prior to the due date of April 2025; repaid in full at maturity $42 million of aggregate principal amount outstanding of its senior notes due December 2023, $178 million of aggregate principal amount outstanding of its senior notes due September 2023, and $106 million of aggregate principal amount outstanding of its senior notes due February 2023; and completed open market repurchases for $183 million of aggregate principal amount outstanding of its senior notes.

During the year ended December 31, 2023, the Company issued $1.5 billion of 6.412% fixed rate senior notes due March 2026. After March 2024, the senior notes are redeemable at par plus accrued and unpaid interest.

As of December 31, 2024, all senior notes are fully and unconditionally guaranteed by the Company, Scripps Networks, DCL (to the extent it is not the primary obligor on such senior notes), and WMH (to the extent it is not the primary obligor on such senior notes), except for $1,043 million of senior notes of the legacy WarnerMedia Business assumed by the Company in connection with the Merger and $11 million of un-exchanged senior notes issued by Scripps Networks.

Revolving Credit Facility and Commercial Paper Programs

In October 2024, DCL and certain subsidiaries of the Company, as borrowers, entered into a multicurrency revolving credit agreement (the “Credit Agreement”), replacing the existing $6.0 billion multicurrency revolving credit agreement dated June 9, 2021 (as amended). The Credit Agreement provides for a senior revolving credit facility (the “Credit Facility”) with aggregate commitments of $6.0 billion and includes a $150 million sublimit for the issuance of standby letters of credit. DCL may also request additional commitments up to $1.0 billion from the lenders upon satisfaction of certain conditions. The obligations of the borrowers under the Credit Agreement are unsecured and are guaranteed by the Company, Scripps Networks, and WMH. The Credit Agreement is available on a revolving basis until October 2029, with an option for up to two additional 364-day renewal periods subject to the lenders’ consent.

Additionally, the Company's commercial paper program is supported by the Credit Facility. Under the commercial paper program, the Company may issue up to $1.0 billion. Borrowing capacity under the Credit Facility is effectively reduced by any outstanding borrowings under the commercial paper program.

As of December 31, 2024 and 2023, the Company had no outstanding borrowings under the Credit Facility or the commercial paper program.

The Credit Agreement contains customary representations and warranties as well as affirmative and negative covenants, and also requires maintenance of a minimum consolidated interest coverage ratio of 3.00 to 1.00 and a maximum consolidated leverage ratio of 4.50 to 1.00. As of December 31, 2024, the Company was in compliance with all applicable covenants and there were no events of default under the Credit Agreement.

Long-term Debt Repayment Schedule

The following table presents a summary of scheduled debt and estimated interest payments, excluding the revolving credit facility and commercial paper borrowings, for the next five years based on the amount of the Company’s debt outstanding as of December 31, 2024 (in millions).

						2025						2026						2027						2028						2029						Thereafter
Long-term debt repayments						$	2,749					$	2,239					$	4,677					$	1,767					$	2,312					$	25,783
Interest payments						$	1,792					$	1,674					$	1,532					$	1,408					$	1,324					$	19,606

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12. LEASES

The Company has operating and finance leases for transponders, office space, studio facilities, software, and other equipment. The Company’s leases were reflected in the Company’s consolidated balance sheets as follows (in millions).

									December 31,
									2024						2023
Operating Leases			Location on Balance Sheet
Operating lease right-of-use assets			Other noncurrent assets						$	2,373					$	3,074
Operating lease liabilities (current)			Accrued liabilities						$	307					$	332
Operating lease liabilities (noncurrent)			Other noncurrent liabilities						2,731						3,019
Total operating lease liabilities									$	3,038					$	3,351
Finance Leases
Finance lease right-of-use assets			Property and equipment, net						$	432					$	249
Finance lease liabilities (current)			Accrued liabilities						$	107					$	74
Finance lease liabilities (noncurrent)			Other noncurrent liabilities						356						191
Total finance lease liabilities									$	463					$	265

Supplemental information related to leases was as follows.

						December 31,
						2024						2023
Weighted average remaining lease term (in years):
Operating leases						11						11
Finance leases						6						5
Weighted average discount rate
Operating leases						4.43		%				4.42		%
Finance leases						5.11		%				4.17		%

The Company’s leases have remaining lease terms of up to 28 years, some of which include multiple options to extend the leases for up to a total of 20 years. Most leases are not cancelable prior to their expiration.

The components of lease cost were as follows (in millions):

						Year Ended December 31,
						2024						2023						2022
Operating lease cost						$	441					$	540					$	372
Finance lease cost:
Amortization of right-of-use assets						$	111					$	85					$	78
Interest on lease liabilities						19						8						8
Total finance lease cost						$	130					$	93					$	86
Variable fees and other(a)						$	44					$	74					$	66
Total lease cost						$	615					$	707					$	524

(a) Includes variable lease payments related to our operating and finance leases and costs of leases with initial terms of less than one year.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental cash flow information related to leases was as follows (in millions):

						Year Ended December 31,
						2024						2023						2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases						$	(476)					$	(501)					$	(360)
Operating cash flows from finance leases						$	(19)					$	(19)					$	(15)
Financing cash flows from finance leases						$	(95)					$	(74)					$	(70)
Right-of-use assets obtained in exchange for lease obligations:
Operating leases						$	78					$	364					$	490
Finance leases						$	300					$	95					$	39

Maturities of lease liabilities as of December 31, 2024 were as follows (in millions):

						Operating Leases						Finance Leases
2025						$	432					$	130
2026						377						112
2027						349						91
2028						338						57
2029						334						30
Thereafter						2,072						115
Total lease payments						3,902						535
Less: Imputed interest						(864)						(72)
Total						$	3,038					$	463

During the year ended December 31, 2024, ROU asset impairment charges were $411 million and were primarily related to impairments of the Company’s Hudson Yards, New York office as a result of recoverability tests performed during the year as subleases for the office were executed. The impairment charges were recorded in impairment and loss on dispositions in the consolidated statements of operations.

As of December 31, 2024, the Company has additional leases that have not yet commenced with total minimum lease payments of approximately $66 million.

NOTE 13. DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, the Company is exposed to foreign currency exchange rate market risk and interest rate fluctuations. As part of its risk management strategy, the Company uses derivative financial instruments, primarily foreign currency forward contracts, fixed-to-fixed currency swaps, total return swaps, and interest rate swaps, to hedge certain foreign currency, market value and interest rate exposures. The Company’s objective is to reduce earnings volatility by offsetting gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them. The Company does not enter into or hold derivative financial instruments for speculative trading purposes.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were no amounts eligible to be offset under master netting agreements as of December 31, 2024 and 2023. The fair value of the Company’s derivative financial instruments at December 31, 2024 and 2023 was determined using a market-based approach (Level 2). The following table summarizes the Company’s derivative financial instruments recorded on its consolidated balance sheets (in millions).

			December 31, 2024																														December 31, 2023
									Fair Value																														Fair Value
			Notional						Prepaid expenses and other current assets						Other non- current assets						Accrued liabilities						Other non- current liabilities						Notional						Prepaid expenses and other current assets						Other non- current assets						Accrued liabilities						Other non- current liabilities
Cash flow hedges:
Foreign exchange			$	1,608					$	47					$	14					$	25					$	28					$	1,484					$	40					$	8					$	37					$	8
Net investment hedges: (a)
Cross-currency swaps			421						6						—						—						4						1,779						23						12						7						42
Fair value hedges:
Interest rate swaps			—						—						—						—						—						1,500						7						—						—						5
No hedging designation:
Foreign exchange			951						18						7						14						122						1,058						1						1						1						83
Cross-currency swaps			210						2						—						—						1						—						—						—						—						—
Total return swaps			454						—						—						16						—						395						19						—						—						—
Total									$	73					$	21					$	55					$	155											$	90					$	21					$	45					$	138

(a) Excludes €1,500 million of euro-denominated notes ($1,558 million equivalent at December 31, 2024) and £402 million of sterling notes ($513 million equivalent at December 31, 2023) designated as net investment hedges. (See Note 11.)

Derivatives Designated for Hedge Accounting

Cash Flow Hedges

The Company uses foreign exchange forward contracts to mitigate the foreign currency risk related to revenues, production rebates, and production expenses. As production spend occurs or when rebate receivables are recognized, foreign forward exchange contracts designated as cash flow hedges are de-designated. Upon de-designation, gains and losses on these derivatives directly impact earnings in the same line and same period as the hedged risk. These cash flow hedges are carried at fair market value on the Company’s consolidated balance sheets. Hedge effectiveness is assessed using the spot method, with fair market value changes recorded in other comprehensive loss until the hedged item affects earnings. Excluded components, including forward points, are included in current earnings.

The Company is exposed to foreign currency risk associated with its British Pound Sterling denominated debt and executed a fixed-to-fixed cross-currency swap in 2022 to mitigate this risk. During the year ended December 31, 2023, the Company unwound the cross-currency swaps related to its Sterling debt and recognized a gain of $76 million as an adjustment to other comprehensive income.

The Company is exposed to interest rate risk associated with future issuances of debt and unwound the forward starting swap derivatives designated as hedging instruments to mitigate this risk in 2022. Realized gains from these derivatives will remain in other comprehensive loss until the debt is issued during the hedging window or the hedging window expires, which extends through 2025, and interest payments are made. An immaterial portion of the realized gain was released in 2024 since no debt was issued during this period of the hedging window.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the pre-tax impact of derivatives designated as cash flow hedges on income and other comprehensive loss (in millions).

						Year Ended December 31,
						2024						2023						2022
Gains (losses) recognized in accumulated other comprehensive loss:
Foreign exchange - derivative adjustments						$	37					$	23					$	7
Gains (losses) reclassified into income from accumulated other comprehensive loss:
Foreign exchange - distribution revenue						22						(5)						(1)
Foreign exchange - advertising revenue						2						1						1
Foreign exchange - costs of revenues						7						3						25
Foreign exchange - other income (expense), net						—						18						—
Interest rate - interest expense, net						(5)						(1)						(2)
Interest rate - gain (loss) on extinguishment of debt						(4)						1						—
Interest rate - other income (expense), net						20						—						—

If current fair values of designated cash flow hedges as of December 31, 2024 remained static over the next twelve months, the amount the Company would reclassify from accumulated other comprehensive loss into income in the next twelve months would not be material for the current fiscal year. The maximum length of time the Company is hedging exposure to the variability in future cash flows is 31 years.

Net Investment Hedges

The Company is exposed to foreign currency risk associated with the net assets of non-USD functional entities and uses fixed-to-fixed cross currency swaps to mitigate this risk.

During the year ended December 31, 2024, to mitigate the currency risk associated with the net assets of non-USD functional entities, the Company designated its €1,500 million denominated debt issued in May 2024 as a net investment hedge (see Note 11) and subsequently de-designated and re-designated €225 million of its Euro denominated debt.

During the year ended December 31, 2024, the Company also designated an additional €900 million of fixed-to-fixed cross currency swaps as a net investment hedge and subsequently settled €300 million and de-designated €200 million of fixed-to-fixed cross currency swaps designated as a net investment hedge.

During the year ended December 31, 2023, to mitigate the risk associated with the net assets of non-USD functional entities, the Company re-designated its Sterling denominated debt due in 2024 as a net investment hedge after the unwind of the cash flow hedge previously noted. During the year ended December 31, 2024, the Company de-designated £255 million of the Sterling debt, repaid the Sterling debt in full at maturity, and settled the remaining £145 million designated as a net investment hedge.

The Company is also exposed to foreign currency risk stemming from foreign denominated debt. During the year ended December 31, 2023, the Company settled its Euro denominated debt that was acquired in connection with the Merger and was designated as the hedging instrument in a net investment hedge.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the pre-tax impact of derivatives designated as net investment hedges on other comprehensive loss (in millions). Other than amounts excluded from effectiveness testing, there were no other material gains (losses) reclassified from accumulated other comprehensive loss to income during the years ended December 31, 2024, 2023 and 2022.

						Year Ended December 31,
						Amount of gain (loss) recognized in AOCI																														Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)						Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
						2024						2023						2022																								2024						2023						2022
Cross currency swaps						$	70					$	43					$	46																							Interest expense, net						$	4					$	24					$	33
Euro denominated notes (foreign denominated debt)						78						3						4																								N/A						—						—						—
Sterling denominated notes (foreign denominated debt)						(5)						(11)						112																								N/A						—						—						—
Total						$	143					$	35					$	162																													$	4					$	24					$	33

Fair Value Hedges

During the year ended December 31, 2023, the Company issued $1.5 billion of 6.412% fixed rate senior notes due March 2026. Simultaneously, the Company entered into a fixed-to-floating interest rate swap designated as a fair value hedge to allow the Company to mitigate the variability in the fair value of its senior notes due to fluctuations in the benchmark interest rate. Changes in the fair value of the senior note and the interest rate swap were recorded in interest expense, net. The fair value hedge was settled during the year ended December 31, 2024.

Derivatives Not Designated for Hedge Accounting

The Company has deferred compensation plans that have risk related to the fair market value gains and losses on investments and uses total return swaps to mitigate this risk. The gains and losses associated with these swaps are recorded to selling, general and administrative expenses, offsetting the deferred compensation investment gains and losses.

The Company is exposed to risk of secured overnight financing rate changes in connection with securitization interest paid on the receivables securitization program. To mitigate this risk, the Company entered into and unwound and settled $3.0 billion notional of non-designated interest rate swaps for an immaterial realized gain during the year ended December 31, 2024. The Company entered into and unwound and settled $6.0 billion notional of non-designated interest rate swaps for a total realized gain of $63 million during the year ended December 31, 2023. The gains and losses on these derivatives are recorded to selling, general and administrative expenses, offsetting securitization interest expense.

The following table presents the pre-tax gains (losses) on derivatives not designated as hedges and recognized in selling, general and administrative expense and other income (expense), net in the consolidated statements of operations (in millions).

						Year Ended December 31,
						2024						2023						2022
Interest rate swaps						$	19					$	63					$	—
Total return swaps						31						46						5
Total in selling, general and administrative expense						50						109						5
Interest rate swaps						(3)						20						512
Cross-currency swaps						1						1						—
Foreign exchange derivatives						(27)						7						(37)
Total in other income (expense), net						(29)						28						475
Total						$	21					$	137					$	480

NOTE 14. FAIR VALUE MEASUREMENTS

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities carried at fair value are classified in the following three categories:

Level 1 - Quoted prices for identical instruments in active markets.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 - Valuations derived from techniques in which one or more significant inputs are unobservable.

The table below presents assets and liabilities measured at fair value on a recurring basis (in millions).

												December 31, 2024
Category						Balance Sheet Location						Level 1						Level 2						Level 3						Total
Assets
Cash equivalents:
Time deposits						Cash and cash equivalents						$	—					$	95					$	—					$	95
Equity securities:
Money market funds						Cash and cash equivalents						46						—						—						46
Mutual funds						Prepaid expenses and other current assets						16						—						—						16
Company-owned life insurance contracts						Prepaid expenses and other current assets						—						1						—						1
Mutual funds						Other noncurrent assets						216						—						—						216
Company-owned life insurance contracts						Other noncurrent assets						—						102						—						102
Total												$	278					$	198					$	—					$	476
Liabilities
Deferred compensation plan						Accrued liabilities						$	62					$	—					$	—					$	62
Deferred compensation plan						Other noncurrent liabilities						650						—						—						650
Total												$	712					$	—					$	—					$	712

												December 31, 2023
Category						Balance Sheet Location						Level 1						Level 2						Level 3						Total
Assets
Cash equivalents:
Time deposits						Cash and cash equivalents						$	—					$	105					$	—					$	105
Equity securities:
Money market funds						Cash and cash equivalents						1						—						—						1
Mutual funds						Prepaid expenses and other current assets						42						—						—						42
Company-owned life insurance contracts						Prepaid expenses and other current assets						—						1						—						1
Mutual funds						Other noncurrent assets						233						—						—						233
Company-owned life insurance contracts						Other noncurrent assets						—						97						—						97
Total												$	276					$	203					$	—					$	479
Liabilities
Deferred compensation plan						Accrued liabilities						$	67					$	—					$	—					$	67
Deferred compensation plan						Other noncurrent liabilities						614						—						—						614
Total												$	681					$	—					$	—					$	681

Equity securities include money market funds, investments in mutual funds held in separate trusts, which are owned as part of the Company’s supplemental retirement plans, and company-owned life insurance contracts. (See Note 17.) The fair value of the deferred compensation plan liability was determined based on the fair value of the related investments elected by employees. Company-owned life insurance contracts are recorded at their cash surrender value, which approximates fair value (Level 2).

In addition to the financial instruments listed in the tables above, the Company holds other financial instruments, including cash deposits, accounts receivable, accounts payable, and senior notes. The carrying values for such financial instruments, other than the senior notes, each approximated their fair values as of December 31, 2024 and 2023. The estimated fair value of the Company’s outstanding senior notes, including accrued interest, using quoted prices from over-the-counter markets, considered Level 2 inputs, was $34.9 billion and $40.5 billion as of December 31, 2024 and 2023, respectively.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s derivative financial instruments are discussed in Note 13, its investments with readily determinable fair value are discussed in Note 10, and the obligation for its revolving receivable program is discussed in Note 8.

NOTE 15. SHARE-BASED COMPENSATION

The Company has various incentive plans under which PRSUs, RSUs, and stock options have been issued. Upon exercise or vesting of stock awards, the Company issues new shares from its existing authorized but unissued shares. As of December 31, 2024, there were 192 million shares of common stock in reserves that were available for future issuance under the incentive plans.

Share-Based Compensation Expense

The table below presents the components of share-based compensation expense (in millions).

						Year Ended December 31,
						2024						2023						2022
PRSUs						$	89					$	65					$	2
RSUs						415						375						337
Stock options						53						60						71
SARs						—						—						2
Total share-based compensation expense						$	557					$	500					$	412
Tax benefit recognized						$	96					$	97					$	79

Liability-classified share-based compensation awards include certain PRSUs. The Company recorded total liabilities for cash-settled and other liability-classified share-based compensation awards of $66 million and $36 million as of December 31, 2024 and 2023, respectively. The current portion of the liability for cash-settled and other liability-classified awards was $27 million and $10 million as of December 31, 2024 and 2023, respectively.

Share-Based Award Activity

PRSUs

The table below presents PRSU activity (in millions, except years and weighted-average grant price).

						PRSUs						Weighted- Average Grant Date Fair Value						Weighted-Average Remaining Contractual Term (years)						Aggregate Fair Value
Outstanding as of December 31, 2023						4.2						$	16.36					1.4						$	48
Granted						6.1						$	8.66
Performance adjustments						2.4						$	15.26
Converted						(2.9)						$	16.70											$	25
Outstanding as of December 31, 2024						9.8						$	11.20					1.2						$	104
Vested and expected to vest as of December 31, 2024						9.8						$	11.20					1.2						$	104
Convertible as of December 31, 2024						0.9						$	15.34					0.0						$	10

As of December 31, 2024, there was $49 million of unrecognized compensation cost related to PRSUs.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RSUs

The table below presents RSU activity (in millions, except years and weighted-average grant price).

						RSUs						Weighted- Average Grant Date Fair Value						Weighted-Average Remaining Contractual Term (years)						Aggregate Fair Value
Outstanding as of December 31, 2023						44.0						$	18.52					1.3						$	501
Granted						56.8						$	8.64
Vested						(17.0)						$	19.71											$	153
Forfeited						(5.0)						$	13.78
Outstanding as of December 31, 2024						78.8						$	11.41					1.6						$	835
Vested and expected to vest as of December 31, 2024						78.8						$	11.41					1.6						$	835

As of December 31, 2024, there was $493 million of unrecognized compensation cost related to RSUs, of which $19 million is related to cash settled RSUs. Stock settled RSUs are expected to be recognized over a weighted-average period of 1.6 years, and cash settled RSUs are expected to be recognized over a weighted-average period of 1.5 years.

Stock Options

The table below presents stock option activity (in millions, except years and weighted-average exercise price).

						Stock Options						Weighted- Average Exercise Price						Weighted- Average Remaining Contractual Term (years)						Aggregate Intrinsic Value
Outstanding as of December 31, 2023						32.1						$	33.73					3.3						$	—
Granted						4.1						$	8.67
Forfeited						(0.2)						$	25.63
Outstanding as of December 31, 2024						36.0						$	30.90					2.7						$	7.8
Vested and expected to vest as of December 31, 2024						36.0						$	30.90					2.7						$	7.8
Exercisable as of December 31, 2024						18.2						$	30.99					1.3						$	—

The Company received cash payments from the exercise of stock options totaling $0 million, $0 million, and $1 million during 2024, 2023 and 2022, respectively. As of December 31, 2024, there was $80 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 1.8 years.

The fair value of stock options is estimated using the Black-Scholes option-pricing model. The weighted-average assumptions used to determine the fair value of stock options as of the date of grant during 2024, 2023 and 2022 were as follows.

						Year Ended December 31,
						2024						2023						2022
Risk-free interest rate						4.19		%				4.35		%				1.46		%
Expected term (years)						4.7						4.5						5.0
Expected volatility						54.37		%				54.80		%				42.15		%

The weighted-average grant date fair value of options granted during 2024, 2023 and 2022 was $4.30, $7.43 and $9.60, respectively, per option. The total intrinsic value of options exercised during 2024, 2023 and 2022 was $0 million.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16. INCOME TAXES

The domestic and foreign components of loss before income taxes were as follows (in millions).

						Year Ended December 31,
						2024						2023						2022
Domestic						$	(11,843)					$	(4,702)					$	(8,747)
Foreign						455						839						(213)
Loss before income taxes						$	(11,388)					$	(3,863)					$	(8,960)

The components of the provision for income taxes were as follows (in millions).

						Year Ended December 31,
						2024						2023						2022
Current:
Federal						$	983					$	753					$	629
State and local						321						57						143
Foreign						522						750						407
						1,826						1,560						1,179
Deferred:
Federal						(1,488)						(1,845)						(2,367)
State and local						(276)						(548)						(418)
Foreign						32						49						(57)
						(1,732)						(2,344)						(2,842)
Income tax expense (benefit)						$	94					$	(784)					$	(1,663)

The following table reconciles the Company’s effective income tax rates to the U.S. federal statutory income tax rates.

						Year Ended December 31,
						2024												2023												2022
Pre-tax income at U.S. federal statutory income tax rate						$	(2,391)					21		%				$	(811)					21		%				$	(1,881)					21		%
Non-deductible goodwill impairment						1,881						(17)		%				—						—		%				—						—		%
State and local income taxes, net of federal tax benefit						30						—		%				(388)						10		%				(218)						3		%
Effect of foreign operations						331						(3)		%				342						(9)		%				246						(3)		%
Preferred stock conversion premium charge						—						—		%				—						—		%				166						(2)		%
Change in unrecognized tax benefits						153						(1)		%				33						(1)		%				(6)						—		%
Other, net						90						(1)		%				40						(1)		%				30						—		%
Income tax expense (benefit)						$	94					(1)		%				$	(784)					20		%				$	(1,663)					19		%

Income tax expense (benefit) was $94 million and $(784) million, and the Company’s effective tax rate was (1)% and 20% for 2024 and 2023, respectively. 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.) 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.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income tax benefit was $(784) million and $(1,663) million, and the Company’s effective tax rate was 20% and 19% for 2023 and 2022, respectively. The decrease in tax benefit for the year ended December 31, 2023 was primarily attributable to a decrease in pre-tax book loss and the effect of foreign operations, including taxation and allocation of income and losses across various foreign jurisdictions. These decreases were partially offset by an unrecognized state tax benefit remeasurement following a multi-year tax settlement and a favorable state deferred tax adjustment recorded in the year ended December 31, 2023. The decrease for the year ended December 31, 2023 was further offset by a one-time expense incurred in 2022 related to a preferred stock conversion transaction expense that was not deductible for tax purposes. (See Note 3.)

Components of deferred income tax assets and liabilities were as follows (in millions).

						December 31,
						2024						2023
Deferred income tax assets:
Accounts receivable						$	—					$	(86)
Tax attribute carry-forward						2,661						2,908
Lease liabilities						793						851
Accrued liabilities and other						1,180						919
Total deferred income tax assets						4,634						4,592
Valuation allowance						(2,043)						(2,191)
Net deferred income tax assets						2,591						2,401
Deferred income tax liabilities:
Accounts receivable						(267)						—
Intangible assets						(6,916)						(7,988)
Right-of-use assets						(636)						(796)
Content rights						(342)						(685)
Equity method investments and other outside basis differences						(61)						(411)
Other						(741)						(560)
Total deferred income tax liabilities						(8,963)						(10,440)
Net deferred income tax liabilities						$	(6,372)					$	(8,039)

As of December 31, 2024, the company maintains a valuation allowance of $2,043 million to offset deferred tax assets attributable to certain foreign net operating losses, and to a lesser extent U.S. federal and state tax attribute carryforwards.

The Company’s net deferred income tax assets and liabilities were reported on the consolidated balance sheets as follows (in millions).

						December 31,
						2024						2023
Noncurrent deferred income tax assets (included within other noncurrent assets)						$	613					$	697
Deferred income tax liabilities						(6,985)						(8,736)
Net deferred income tax liabilities						$	(6,372)					$	(8,039)

The Company’s loss carry-forwards were reported on the consolidated balance sheets as follows (in millions).

						Federal						State						Foreign
Loss carry-forwards						$	47					$	1,350					$	8,255
Deferred tax asset related to loss carry-forwards						11						71						1,972
Valuation allowance against loss carry-forwards						(6)						(46)						(1,544)
Earliest expiration date of loss carry-forwards						2028						2025						2025

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the beginning and ending amounts of unrecognized tax benefits (without related interest and penalty amounts) is as follows (in millions).

						Year Ended December 31,
						2024						2023						2022
Beginning balance						$	2,147					$	1,929					$	420
Additions based on tax positions related to the current year						148						147						302
Additions for tax positions of prior years						250						195						35
Additions for tax positions acquired in business combinations						—						247						1,353
Reductions for tax positions of prior years						(76)						(275)						(114)
Settlements						(30)						(46)						(20)
Reductions due to lapse of statutes of limitations						(51)						(62)						(34)
Changes due to foreign currency exchange rates						(17)						12						(13)
Ending balance						$	2,371					$	2,147					$	1,929

As of December 31, 2024, if the Company were to recognize the full amount of unrecognized tax benefits, $2,182 million would reduce the Company’s income tax expense and effective tax rate after giving effect to interest deductions and offsetting benefits from other tax jurisdictions.

The Company and its subsidiaries file income tax returns in the U.S. and various state and foreign jurisdictions. The Company is currently under audit by the Internal Revenue Service for its 2012 to 2019 consolidated federal income tax returns. It is difficult to predict the final outcome or timing of resolution of any particular tax matter. With few exceptions, the Company is no longer subject to audit by any jurisdiction for years prior to 2008. Adjustments that arose from the completion of audits for certain tax years have been included in the change in unrecognized tax benefits in the table above.

It is reasonably possible that the total amount of unrecognized tax benefits related to certain of the Company’s unrecognized tax benefits could decrease by as much as $67 million within the next twelve months as a result of ongoing audits, foreign judicial proceedings, lapses of statutes of limitations, or regulatory developments.

As of December 31, 2024, 2023, and 2022, the Company had accrued approximately $732 million, $571 million, and $413 million, respectively, of total interest and penalties payable related to unrecognized tax benefits. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

The 2017 Tax Cuts and Jobs Act features a participation exemption regime with current taxation of certain foreign income and imposed a mandatory repatriation toll tax on unremitted foreign earnings. Notwithstanding the U.S. taxation of these amounts, we intend to continue to reinvest some of these funds outside of the U.S. Our current plans do not demonstrate a need to repatriate them to the U.S. However, if these funds were to be needed in the U.S., we would be required to accrue and pay non-U.S. taxes to repatriate them. The determination of the amount of unrecognized deferred income tax liability with respect to these undistributed foreign earnings is not practicable.

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.

NOTE 17. RETIREMENT SAVINGS PLANS

The Company has defined contribution, defined benefit, and other savings plans for the benefit of its employees that meet eligibility requirements.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Defined Contribution Plans

Eligible employees may contribute a portion of their compensation to the plans, which may be subject to certain statutory limitations. The Company contributes to certain of the plans to either match qualifying employee contributions or as discretionary contributions. The Company made total contributions of $204 million, $210 million, and $188 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company’s contributions were recorded in cost of revenues and selling, general and administrative expense on the consolidated statements of operations.

Executive Deferred Compensation Plans

The Company has deferred compensation plans through which certain senior-level employees may elect to defer a portion of their eligible compensation. Distributions from the deferred compensation plans are generally made following separation from service or other events as specified in the plan. In certain plans, the Company may make discretionary contributions to employee accounts. While these plans are unfunded, the Company has established separate rabbi trusts used to provide for certain of these benefits. The accounts of the separate rabbi trusts are included in the Company’s consolidated financial statements. The investments are included in prepaid expenses and other current assets and other noncurrent assets on the consolidated balance sheets. The deferred compensation obligation is included in accrued liabilities and other noncurrent liabilities in the consolidated balance sheets. The values of the investments and deferred compensation obligation are recorded at fair value. Changes in the fair value of the investments are included as a component of other income (expense), net, on the consolidated statements of operations. Changes in the fair value of the deferred compensation obligation are included as a component of selling, general and administrative expenses on the consolidated statements of operations. (See Note 14 and Note 18.)

Multiemployer Benefit Plans

The Company contributes to various multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain of our union-represented employees. The risks of participating in multiemployer pension plans are different from single-employer pension plans in that (i) contributions made by the Company to the multiemployer pension plans may be used to provide benefits to employees of other participating employers; (ii) if the Company chooses to stop participating in the multiemployer pension plans, it may be required to pay those plans an amount based on the underfunded status of the plan, which is referred to as a withdrawal liability; and (iii) actions taken by a participating employer that lead to a deterioration of the financial health of a multiemployer pension plan may result in the unfunded obligations of the multiemployer pension plan being borne by its remaining participating employers. The Company also contributes to various other multiemployer benefit plans that provide health and welfare benefits to both active and retired participants. The Company does not participate in any multiemployer benefit plans that are individually significant to the Company.

The following table summarizes the Company’s contributions to multiemployer pension and health and welfare benefit plans (in millions).

			Year Ended December 31,
			2024						2023						2022
Pension benefits			$	115					$	128					$	112
Health and welfare benefits			248						153						182
Total contributions			$	363					$	281					$	294

Defined Benefit Plans

The Company participates in and/or sponsors a qualified defined benefit pension plan that covers certain U.S. based employees and several U.S. and non-U.S. nonqualified defined benefit pension plans that are noncontributory. The Company’s pension plans consist of both funded and unfunded plans.

The Company also holds net assets and net liabilities on behalf of other U.S. and non-U.S. pension plans. The plan provisions vary by plan and by country. Some of these plans are unfunded and all are noncontributory. At a plan level, net asset positions are recorded in other noncurrent assets, and net liability positions are recorded in accrued liabilities and/or other noncurrent liabilities on the consolidated balance sheets.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Discount rates, long-term rate of return on plan assets, increases in compensation levels, and mortality rates are key assumptions used in determining the benefit obligation. The table below describes how the assumptions are determined.

Assumption						Description
Discount rate						Based on a bond portfolio approach that includes high-quality debt instruments with maturities matching the Company’s expected benefit payments from the plans.
Long-term rate of return on plan assets						Based on the weighted-average expected rate of return and capital market forecasts for each asset class employed and also considers the Company’s historical compounded return on plan assets for 10 and 15-year periods.
Increase in compensation levels						Based on past experience and the near-term outlook.
Mortality						Various mortality tables adjusted and projected using mortality improvement rates.

Net Periodic Pension Cost

Expense recognized for the pension plans is based upon actuarial valuations. Inherent in those valuations are key assumptions, including discount rates and, where applicable, expected returns on assets. The service cost component of net periodic pension cost is recorded in operating expenses on the consolidated statements of operations, while the remaining components are recorded in other income (expense), net. Net periodic pension cost was not material for the years ended December 31, 2024, 2023 and 2022.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Obligations and Funded Status

The following tables present information about plan assets and obligations of the pension plans based upon a valuation as of December 31, 2024 and 2023, respectively (in millions).

						December 31, 2024						December 31, 2023
Accumulated benefit obligation						$	683											$	753
Change in projected benefit obligation:
Projected benefit obligation at beginning of year						$	753											$	762
Service cost						2												3
Interest cost						33												35
Benefits paid						(45)												(40)
Actuarial gains						(48)												—
Settlement charges						(2)												(11)
Effects of foreign currency exchange rate changes and other						(10)												4
Projected benefit obligation at end of year						683												753
Plan assets:
Fair value at beginning of year						540												533
Actual return on plan assets						(46)												9
Company contributions						32												33
Benefits paid						(45)												(40)
Settlement charges						(3)												(11)
Effects of foreign currency exchange rate changes and other						(7)												16
Fair value at end of year						471												540
Under funded status						$	(212)											$	(213)
Amounts recognized as assets and liabilities on the consolidated balance sheets:
Other noncurrent assets						$	65											$	82
Accrued liabilities						(29)												(31)
Other noncurrent liabilities						(248)												(264)
Total						$	(212)											$	(213)
Amounts recognized in accumulated other comprehensive loss consist of:
Net loss						$	104											$	79

The weighted average assumptions used to determine benefit obligations of the pension plans were as follows.

			December 31, 2024						December 31, 2023
Discount rate			5.20		%										4.62		%
Rate of compensation increases			3.16		%										3.18		%

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Plan Assets

The Company’s investment policy is to maximize the total rate of return on plan assets to meet the long-term funding obligations of the pension plans. There are no restrictions on the types of investments held in the pension plans, which are invested using a combination of active management and passive investment strategies. Risk is controlled through diversification among multiple asset classes, managers, styles, and securities. Risk is further controlled both at the manager and asset class levels by assigning return targets and evaluating performance against these targets. The following table presents the weighted average pension plans asset allocations by asset category (in millions).

						December 31, 2024
Investment Type						Target						Actual
Debt securities						4		%				4		%
Equity securities						10		%				10		%
Fixed income securities						73		%				65		%
Multi-asset credit fund						5		%				11		%
Real assets						4		%				2		%
Hedge funds						2		%				7		%
Cash						2		%				1		%
Total						100		%				100		%

Fair Value Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 14 for a discussion of the fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value (in millions).

						December 31, 2024
						Total						Level 1						Level 2						Level 3
Debt securities						$	19					$	19					$	—					$	—
Equity securities						55						25						30						—
Fixed income securities						444						22						356						66
Multi-asset credit fund						77						—						77						—
Cash						6						6						—						—
Total plan assets measured at fair value						$	601					$	72					$	463					$	66
Assets held at net asset value practical expedient
Real assets						$	16
Hedge funds						44
Total assets held at net asset value practical expedient						$	60
Liabilities:
Derivatives						(190)
Total plan assets						$	471

The table below sets forth a summary of changes in the fair value of the Level 3 pension assets for the year ended December 31, 2024 (in millions).

			Fixed Income Funds
Fair value at beginning of year			$	76
Unrealized losses			(5)
Purchases, issuances, sales and settlements, net			(5)
Balance at end of year			$	66

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

						December 31, 2023
						Total						Level 1						Level 2						Level 3
Equity securities						$	64					$	36					$	28					$	—
Fixed income securities						541						12						453						76
Multi-asset credit fund						24						—						24						—
Cash						9						9						—						—
Total plan assets measured at fair value						$	638					$	57					$	505					$	76
Assets held at net asset value practical expedient
Real assets						$	18
Hedge funds						22
Total assets held at net asset value practical expedient						$	40
Liabilities:
Derivatives						(138)
Total plan assets						$	540

The table below sets forth a summary of changes in the fair value of the Level 3 pension assets for the year ended December 31, 2023 (in millions).

			Fixed Income Funds
Fair value at beginning of year			$	72
Unrealized gains			9
Transfers out			(5)
Balance at end of year			$	76

Estimated Benefit Payments

The following table presents the estimated future benefit payments expected to be paid out for the defined benefits plans over the next ten years (in millions).

						Pension Plans
2025						$	51
2026						45
2027						45
2028						47
2029						46
Thereafter						228

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18. SUPPLEMENTAL DISCLOSURES

Property and equipment

Property and equipment consisted of the following (in millions).

									December 31,
			Useful Lives						2024						2023
Equipment, furniture, fixtures and other (a)			3 - 7 years						$	2,613					$	2,056
Capitalized software costs			1 - 5 years						3,076						2,629
Land, buildings and leasehold improvements (b)			15- 30 years						3,832						4,013
Property and equipment, at cost									9,521						8,698
Accumulated depreciation									(4,035)						(3,085)
									5,486						5,613
Assets under construction									601						344
Property and equipment, net									$	6,087					$	5,957
(a) Property and equipment includes assets acquired under finance lease arrangements. Assets acquired under finance lease arrangements are generally amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the terms of the related leases. (See Note 12.)
(b) Land has an indefinite life and is not depreciated. Leasehold improvements generally have an estimated useful life equal to the lease term.

Capitalized software costs are for internal use. The net book value of capitalized software costs was $1,246 million and $1,301 million as of December 31, 2024 and 2023, respectively.

Depreciation expense for property and equipment totaled $1,102 million, $1,097 million and $957 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following (in millions).

			December 31,
			2024						2023
Production receivables			$	979					$	1,265
Content rights and prepaid license fees			784						843
Other current assets			2,056						2,283
Total prepaid expenses and other current assets			$	3,819					$	4,391

Accrued liabilities

Accrued liabilities consisted of the following (in millions).

			December 31,
			2024						2023
Accrued participation and residuals			$	2,953					$	3,071
Accrued production and content rights payable			1,758						2,118
Accrued payroll and related benefits			1,495						1,541
Other accrued liabilities			4,232						3,638
Total accrued liabilities			$	10,438					$	10,368

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Income (Expense), net

Other income (expense), net, consisted of the following (in millions).

						Year Ended December 31,
						2024						2023						2022
Foreign currency losses, net						$	(323)					$	(173)					$	(150)
(Losses) gains on derivative instruments, net						(9)						28						475
Change in the value of investments with readily determinable fair value						(1)						37						(105)
Change in the value of equity investments without readily determinable fair value						(11)						(73)						(142)
Gain on sale of equity method investments						194						—						195
Interest income						210						179						67
Indemnification receivable accrual						77						(53)						—
Other income, net						13						26						7
Total other income (expense), net						$	150					$	(29)					$	347

Supplemental Cash Flow Information

						Year Ended December 31,
						2024						2023						2022
Cash paid for taxes, net						$	1,113					$	1,440					$	1,027
Cash paid for interest						1,996						2,237						1,539
Non-cash investing and financing activities:
Accrued purchases of property and equipment						36						41						66
Assets acquired under finance lease and other arrangements						390						235						53
Non-cash settlement of PRSU awards						59						35						—
Accrued advances for Venu Sports						11						—						—
Non-cash consideration related to the sale and purchase of the Ranch and Burbank Studios Lots						—						350						—
Non-cash consideration related to the transaction agreements with JCOM						—						70						—
Non-cash consideration related to MegaMedia put exercise						—						36						—
Equity issued for the acquisition of WarnerMedia						—						—						42,309
Non-cash consideration related to the sale of The CW Network						—						—						126
Accrued consideration for the joint venture with BT						—						—						90

Cash, Cash Equivalents, and Restricted Cash

																		December 31, 2024						December 31, 2023
Cash and cash equivalents																		$	5,312					$	3,780
Restricted cash - other current assets (a)																		104						539
Total cash, cash equivalents, and restricted cash																		$	5,416					$	4,319
(a) Restricted cash at December 31, 2024 primarily included cash posted as collateral related to the Company’s revolving receivables program. Restricted cash at December 31, 2023 primarily included cash posted as collateral related to the Company’s revolving receivables and hedging programs. (See Note 8 and Note 13.)

Assets Held for Sale

In 2022, the Company classified its Ranch Lot and Knoxville office building and land as assets held for sale. The Company reclassified $209 million to prepaid expenses and other current assets on the consolidated balance sheet during 2022 and stopped recording depreciation on the assets. The Knoxville office building and land and the Ranch Lot were sold during 2023. The Burbank Studios Lot was purchased during 2023 in exchange for the Ranch Lot and cash.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplier Finance Programs

Consistent with customary industry practice, the Company generally pays certain content producers at or near the completion of the production cycle. In these arrangements, content producers may earn fees upon contractual milestones to be invoiced at or near completion of production. In these instances, the Company accrues the content in progress in accordance with the contractual milestones. Certain of the Company’s content producers sell their related receivables to a bank intermediary who provides payments that coincide with these contractual production milestones upon confirmation with the Company of our obligation to the content producer. This confirmation does not involve a security interest in the underlying content or otherwise result in the payable receiving seniority with respect to other payables of the Company. Invoices processed through the program are subject to a one-year maximum tenor. The Company does not incur any fees or expenses associated with the paying agent services, and this service may be terminated by the Company or the financial institution upon 30 days’ notice. At, or near, the production completion date (invoice due date), the Company pays the financial institution the stated amounts for confirmed producer invoices. These payments are reported as cash flows from operating activities.

Changes in confirmed accrued content producer liabilities were as follows (in millions). These amounts were outstanding and unpaid by the Company and were recorded in accrued liabilities on the consolidated balance sheets, given the principal purpose of the arrangement is to allow producers access to funds prior to the typical payment due date and the arrangement does not significantly change the nature of the payables and does not significantly extend the payment terms beyond the industry norms.

						Year Ended December 31,
						2024						2023
Obligations outstanding at the beginning of the year						$	338					$	273
Invoices confirmed during the year						949						735
Invoices paid during the year						(980)						(671)
Foreign currency translation and other adjustments						—						1
Obligations outstanding at the end of the year						$	307					$	338

Accumulated Other Comprehensive Loss

The table below presents the changes in the components of accumulated other comprehensive loss, net of taxes (in millions).

						Currency Translation						Derivative Adjustments						Pension Plans						Accumulated Other Comprehensive Income (Loss)
December 31, 2021						$	(845)					$	28					$	(13)					$	(830)
Other comprehensive income (loss) before reclassifications						(651)						4						(26)						(673)
Reclassifications from accumulated other comprehensive loss to net income						(2)						(18)						—						(20)
Other comprehensive income (loss)						(653)						(14)						(26)						(693)
December 31, 2022						(1,498)						14						(39)						(1,523)
Other comprehensive income (loss) before reclassifications						799						16						(21)						794
Reclassifications from accumulated other comprehensive loss to net income						—						(12)						—						(12)
Other comprehensive income (loss)						799						4						(21)						782
December 31, 2023						(699)						18						(60)						(741)
Other comprehensive income (loss) before reclassifications						(358)						32						(14)						(340)
Reclassifications from accumulated other comprehensive loss to net income						49						(35)						—						14
Other comprehensive income (loss)						(309)						(3)						(14)						(326)
December 31, 2024						$	(1,008)					$	15					$	(74)					$	(1,067)

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19. REDEEMABLE NONCONTROLLING INTERESTS

Redeemable noncontrolling interests are presented outside of permanent equity on the Company’s consolidated balance sheets when the put right is outside of the Company’s control. Redeemable noncontrolling interests reflected as of the balance sheet date are the greater of the noncontrolling interest balances adjusted for comprehensive income items and distributions or the redemption values remeasured at the period end foreign exchange rates. Adjustments to the carrying amount of redeemable noncontrolling interests to redemption value as a result of changes in exchange rates are reflected in currency translation adjustments, a component of other comprehensive loss. Such currency translation adjustments to redemption value are allocated to the Company’s stockholders only. Redeemable noncontrolling interest adjustments of carrying value to redemption value are reflected in retained earnings, unless there is an accumulated deficit, in which case the adjustments are reflected in additional paid-in capital. The adjustment of carrying value to the redemption value that reflects a redemption in excess of fair value is included as an adjustment to income from continuing operations available to the Company’s stockholders in the calculation of earnings per share. (See Note 3.) The table below summarizes the Company’s redeemable noncontrolling interests balances (in millions).

						December 31,
						2024						2023
Discovery Family						$	86					$	156
Other						23						9
Total						$	109					$	165

The table below presents the reconciliation of changes in redeemable noncontrolling interests (in millions).

						December 31,
						2024						2023						2022
Beginning balance						$	165					$	318					$	363
Cash distributions to redeemable noncontrolling interests						(35)						(30)						(50)
Reclassification of redeemable noncontrolling interest to noncontrolling interest						—						(22)						—
Redemption of redeemable noncontrolling interest						—						(111)						—
Comprehensive income adjustments:
Net income attributable to redeemable noncontrolling interests						(42)						9						6
Currency translation on redemption values						—						(3)						(5)
Retained earnings adjustments:
Adjustments of carrying value to redemption value (redemption value does not equal fair value)						18						2						—
Adjustments of carrying value to redemption value (redemption value equals fair value)						3						2						4
Ending balance						$	109					$	165					$	318

The Company’s significant redeemable noncontrolling interests are described below.

Discovery Family

Hasbro Inc. (“Hasbro”) had the right to put the entirety of its remaining 40% interest in Discovery Family to the Company at any time during the one-year period beginning December 31, 2021, or in the event the Company’s performance obligation related to Discovery Family was not met. Embedded in the redeemable noncontrolling interest was a call right that was exercisable for one year after December 31, 2021. Neither the put nor the call was exercised in 2022. In December 2022, Hasbro and WBD signed an amendment to the previous agreement extending the put-call election to the period January 31, 2025 to March 31, 2025. Upon the exercise of the put or call options, the price to be paid for the redeemable noncontrolling interest is a function of the then-current fair market value of the redeemable noncontrolling interest, to which certain discounts and redemption floor values may apply in specified situations depending upon the party exercising the put or call and the basis for the exercise of the put or call.

MTG

GoldenTree acquired a put right that required the Company to either purchase all of GoldenTree’s noncontrolling 32.5% interest in the joint venture at fair value or participate in an initial public offering for the joint venture. In 2022, GoldenTree exercised its put right and in 2023, the Company finalized its purchase of GoldenTree’s 32.5% noncontrolling interest for $49 million.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other

In August 2023, the Company and JCOM Co., Ltd. (“JCOM”) executed a series of transaction agreements to which the Company and JCOM each contributed certain rights, liabilities, or rights via license agreements to Discovery Japan, Inc. (“JVCo”), an existing 80/20 joint venture between the Company and JCOM, in exchange for new common shares of JVCo, resulting in the Company and JCOM owning 51% and 49% of JVCo, respectively. Retaining controlling financial interest subsequent to the transaction, the Company continues to consolidate the joint venture. As the terms of the agreement no longer incorporate JCOM’s option to put its noncontrolling interest to the Company, JCOM’s noncontrolling interest was reclassified from redeemable noncontrolling interest to noncontrolling interest outside of stockholders’ equity on the Company’s consolidated balance sheet.

NOTE 20. NONCONTROLLING INTEREST

The Company has a controlling interest in the TV Food Network Partnership (the “Partnership”), which includes the Food Network and Cooking Channel. Food Network and Cooking Channel are operated and organized under the terms of the Partnership. The Company holds 80% of the voting interest and 68.7% of the economic interest in the Partnership. During the fourth quarter of 2024, the Partnership agreement was extended and specified a dissolution date of December 31, 2025. If the term of the Partnership is not extended prior to the dissolution date of December 31, 2025, the Partnership agreement permits the Company, as holder of 80% of the applicable votes, to reconstitute the Partnership and continue its business. If for some reason the Partnership is not continued, it will be required to limit its activities to winding up, settling debts, liquidating assets and distributing proceeds to the partners in proportion to their partnership interests. Ownership interests attributable to the noncontrolling owner are presented as noncontrolling interests on the Company’s consolidated financial statements. Under the terms of the Partnership agreement, the noncontrolling owner cannot force a redemption outside of the Company’s control. As such, the noncontrolling interests in the Partnership are reflected as a component of permanent equity in the Company’s consolidated financial statements.

NOTE 21. RELATED PARTY TRANSACTIONS

In the normal course of business, the Company enters into transactions with related parties. Related parties include entities that share common directorship, such as Liberty Global plc (“Liberty Global”), Liberty Broadband Corporation (“Liberty Broadband”) and their subsidiaries and affiliates (collectively the “Liberty Group”). The Company’s board of directors includes Dr. John Malone, who is Chairman of the Board of Liberty Global and Liberty Broadband and beneficially owns approximately 30% and 48% of the aggregate voting power with respect to the election of directors of Liberty Global and Liberty Broadband, respectively. The majority of the revenue earned from the Liberty Group relates to multi-year network distribution arrangements. Related party transactions also include revenues and expenses for content and services provided to or acquired from equity method investees, or minority partners of consolidated subsidiaries.

The table below presents a summary of the transactions with related parties (in millions).

						Year Ended December 31,
						2024						2023						2022
Revenues and service charges (a)						$	1,404					$	2,790					$	2,533
Expenses						$	268					$	357					$	406
Distributions to noncontrolling interests and redeemable noncontrolling interests						$	193					$	301					$	300

(a) The decrease in revenue and service charges in 2024 is primarily attributable to transactions with certain entities that are no longer considered related parties, as such entities and the Company ceased to share common directorship in 2024.

The table below presents receivables due from and payables due to related parties (in millions).

						December 31,
						2024						2023
Receivables						$	254					$	363
Payables						$	13					$	18

In October 2024, the Company sold its minority interests in Formula E to Liberty Global and recorded a $61 million gain not included in the table above. (See Note 4.)

In September 2022, the Company sold 75% of its interest in The CW Network to Nexstar, a related party, and recorded an immaterial gain not included in the table above. (See Note 4.)

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 22. COMMITMENTS, CONTINGENCIES, AND GUARANTEES

Commitments

In the normal course of business, the Company enters into various commitments, which primarily include programming and talent arrangements, operating and finance leases (see Note 12), arrangements to purchase various goods and services, long-term debt (see Note 11), pension funding and payments (see Note 17), and future funding commitments to equity method investees (see Note 10) (in millions).

Year Ending December 31,						Content						Other Purchase Obligations						Other Employee Obligations						Total
2025						$	5,956					$	1,119					$	443					$	7,518
2026						3,976						819						269						5,064
2027						3,241						755						108						4,104
2028						2,589						173						52						2,814
2029						1,447						39						24						1,510
Thereafter						4,321						6						64						4,391
Total						$	21,530					$	2,911					$	960					$	25,401

The commitments disclosed above exclude liabilities recognized on the consolidated balance sheets.

Content purchase obligations include commitments associated with third-party producers and sports associations for content that airs on our television networks and DTC services. Production and licensing contracts generally require the purchase of a specified number of episodes and payments during production or over the term of a license, and include both programs that have been delivered and are available for airing and programs that have not yet been produced or sporting events that have not yet taken place. If the content is ultimately never produced, our commitments expire without obligation.

Other purchase obligations include agreements with certain vendors and suppliers for the purchase of goods and services whereby the underlying agreements are enforceable, legally binding and specify all significant terms. Significant purchase obligations include transmission services, television rating services, marketing commitments and research, equipment purchases, and information technology and other services. Some of these contracts do not require the purchase of fixed or minimum quantities and generally may be terminated with a 30-day to 60-day advance notice without penalty, and are not included in the table above past the 30-day to 60-day advance notice period. Other purchase obligations also include future funding commitments to equity method investees. Although the Company had funding commitments to equity method investees as of December 31, 2024, the Company may also provide uncommitted additional funding to its equity method investments in the future. (See Note 10.)

Other employee obligations are primarily related to employment agreements with creative talent for certain broadcast networks.

Six Flags Guarantee

In connection with the WarnerMedia Business’ former investment in the Six Flags (as defined below) theme parks located in Georgia and Texas (collectively, the “Parks”), in 1997, certain subsidiaries of the Company agreed to guarantee (the “Six Flags Guarantee”) certain obligations of the partnerships that hold the Parks (the “Partnerships”) for the benefit of the limited partners in such Partnerships, including annual payments made to the Parks or to the limited partners and additional obligations at the end of the respective terms for the Partnerships in 2027 and 2028 (the “Guaranteed Obligations”). Six Flags Entertainment Corporation (formerly known as Six Flags, Inc. and Premier Parks Inc.) (“Six Flags”), which has the controlling interest in the Parks, has agreed, pursuant to a subordinated indemnity agreement (the “Subordinated Indemnity Agreement”), to guarantee the performance of the Guaranteed Obligations when due and to indemnify the Company, among others, if the Six Flags Guarantee is called upon. If Six Flags defaults on its indemnification obligations, the Company has the right to acquire control of the managing partner of the Parks. Six Flags’ obligations to the Company are further secured by its interest in all limited partnership units held by Six Flags.

In December 2024, Six Flags provided notice of its exercise of the option related to the theme parks located in Georgia that requires the redemption of all the limited partnership units that Six Flags does not then own in the Georgia Partnership in January 2027. Pursuant to the exercise of the option, all of such outstanding limited partnership interests will be redeemed, and Six Flags will also acquire certain related entity general partnership and managing member interests.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Based on the Company’s evaluation of the current facts and circumstances surrounding the Guaranteed Obligations and the Subordinated Indemnity Agreement, it is unable to predict the loss, if any, that may be incurred under the Guaranteed Obligations, and no liability for the arrangements has been recognized as of December 31, 2024. Because of the specific circumstances surrounding the arrangements and the fact that no active or observable market exists for this type of financial guarantee, the Company is unable to determine a current fair value for the Guaranteed Obligations and related Subordinated Indemnity Agreement. The aggregate gross undiscounted estimated future cash flow requirements covered by the Six Flags Guarantee over the remaining term (through 2028) are $589 million. To date, no payments have been made by the Company pursuant to the Six Flags Guarantee.

Contingencies

Other Contingent Commitments

Other contingent commitments primarily include contingent payments for post-production term advance obligations on a certain co-financing arrangement, as well as operating lease commitment guarantees, letters of credit, bank guarantees, and surety bonds, which generally support performance and payments for a wide range of global contingent and firm obligations, including insurance, litigation appeals, real estate leases, and other operational needs. The Company’s other contingent commitments at December 31, 2024 were immaterial.

Put Rights

The Company has granted put rights to non-controlling interest holders in certain consolidated subsidiaries, but the Company is unable to reasonably predict the ultimate amount or timing of any payment. (See Note 19.)

Legal Matters

From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, stockholders, vendors, other business partners, government regulations, or intellectual property, as well as disputes and matters involving counterparties to contractual agreements, such as disputes arising out of definitive agreements entered into in connection with the Merger. A determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgment about future events. In connection with a contract dispute arising out of definitive agreements entered into in connection with the Merger, the Company established an immaterial accrual in the first quarter of 2024. At this time, the Company is not able to estimate the reasonably possible range of loss or any loss in excess of the accrual associated with such matter. There can be no assurance that any settlement of such dispute will be reached and, if a settlement is reached, what the total dollar amount will be of any such settlement.

The Company may not currently be able to estimate the reasonably possible loss or range of loss for certain matters until developments in such matters have provided sufficient information to support an assessment of such loss. In the absence of sufficient information to support an assessment of the reasonably possible loss or range of loss, no accrual for such contingencies is made and no loss or range of loss is disclosed. 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.

Guarantees

There were no guarantees recorded under ASC 460 as of December 31, 2024 and 2023.

In the normal course of business, the Company may provide or receive indemnities that are intended to allocate certain risks associated with business transactions. Similarly, the Company may remain contingently liable for certain obligations of a divested business in the event that a third party does not fulfill its obligations under an indemnification obligation. The Company records a liability for its indemnification obligations and other contingent liabilities when probable and estimable. There were no material amounts for indemnifications or other contingencies recorded as of December 31, 2024 and 2023.

NOTE 23. REPORTABLE SEGMENTS

The Company’s operating segments are determined based on: (i) financial information reviewed by its chief operating decision maker (“CODM”), the Chief Executive Officer (“CEO”), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accounting policies of the reportable segments are the same as the Company’s, except that certain inter-segment transactions that are eliminated for consolidation are not eliminated at the segment level. Inter-segment transactions primarily include advertising and content licenses. The Company generally records inter-segment transactions of content licenses at market value. The Company does not report assets by segment because it is not used to allocate resources or evaluate segment performance.

The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding:

• employee share-based compensation;

• depreciation and amortization;

• restructuring and facility consolidation;

• certain impairment charges;

• gains and losses on business and asset dispositions;

• third-party transaction and integration costs;

• amortization of purchase accounting fair value step-up for content;

• amortization of capitalized interest for content; and

• other items impacting comparability.

The CODM uses this measure to assess the operating results and performance of the segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. The Company believes Adjusted EBITDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. The Company excludes employee share-based compensation, restructuring, certain impairment charges, gains and losses on business and asset dispositions, and transaction and integration costs from the calculation of Adjusted EBITDA due to their impact on comparability between periods. Integration costs include transformative system implementations and integrations, such as Enterprise Resource Planning systems, and may take several years to complete. The Company also excludes the depreciation of fixed assets and amortization of intangible assets, amortization of purchase accounting fair value step-up for content (which is included in consolidated costs of revenues), and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. We prospectively updated certain corporate allocations at the beginning of 2024. The impact to prior periods was immaterial.

The tables below present summarized financial information for each of the Company’s reportable segments, corporate, and inter-segment eliminations, and other (in millions).

Revenues

						Year Ended December 31,
						2024						2023						2022
Studios						$	11,607					$	12,192					$	9,731
Networks						20,175						21,244						19,348
DTC						10,313						10,154						7,274
Corporate						8						—						30
Inter-segment eliminations						(2,782)						(2,269)						(2,566)
Total revenues						$	39,321					$	41,321					$	33,817

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation of Revenues to Segment Adjusted EBITDA

						Year Ended December 31, 2024
						Studios						Networks						DTC
Revenues						$	11,607					$	20,175					$	10,313
Less:
Content expense (a)						7,260						7,135						6,183
Personnel expense (b)						943						2,153						773
Marketing expense						1,064						454						1,147
Other segment expenses (c)						688						2,284						1,533
Segment Adjusted EBITDA						$	1,652					$	8,149					$	677

						Year Ended December 31, 2023
						Studios						Networks						DTC
Revenues						$	12,192					$	21,244					$	10,154
Less:
Content expense (a)						7,112						7,140						6,454
Personnel expense (b)						927						2,173						844
Marketing expense						1,268						439						1,313
Other segment expenses (c)						702						2,429						1,440
Segment Adjusted EBITDA						$	2,183					$	9,063					$	103

						Year Ended December 31, 2022
						Studios						Networks						DTC
Revenues						$	9,731					$	19,348					$	7,274
Less:
Content expense (a)						6,208						6,061						5,727
Personnel expense (b)						712						2,124						837
Marketing expense						647						505						1,583
Other segment expenses (c)						392						1,933						723
Segment Adjusted EBITDA						$	1,772					$	8,725					$	(1,596)

(a) Content expense includes amortization, impairments, participations, residuals, development expense, and production costs, including talent costs, and is a component of costs of revenues. Content expense excludes content impairments and other development costs recorded in restructuring and other charges, amortization of purchase accounting fair value step-up for content, and amortization of capitalized interest for content as these items are excluded from the calculation of Adjusted EBITDA.

(b) Personnel expense is a component of costs of revenues and selling, general and administrative expense. Personnel expense includes marketing personnel compensation and excludes commissions (included in other segment expenses) and talent costs (included in content expense).

(c) Other segment expenses include distribution costs, other direct costs, software and hardware costs, IT services, professional and consulting fees, commissions, and certain other overhead costs. Other segment items exclude depreciation and amortization, amortization of purchase accounting fair value step-up for content, amortization of capitalized interest for content, employee share-based compensation, third-party transaction and integration costs, and other items impacting comparability as these items are excluded from the calculation of Adjusted EBITDA.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation of Segment Adjusted EBITDA to loss before income taxes

						Year Ended December 31,
						2024						2023						2022
Studios						$	1,652					$	2,183					$	1,772
Networks						8,149						9,063						8,725
DTC						677						103						(1,596)
Segment Adjusted EBITDA						$	10,478					$	11,349					$	8,901
Depreciation and amortization						7,037						7,985						7,193
Employee share-based compensation						546						488						410
Restructuring and other charges						447						585						3,757
Transaction and integration costs						242						162						1,195
Facility consolidation costs						4						32						—
Impairment and amortization of fair value step-up for content						1,139						2,373						2,416
Amortization of capitalized interest for content						46						46						—
Impairments and loss on dispositions						9,603						77						117
Corporate						1,260						1,242						1,200
Inter-segment eliminations						186						(93)						(17)
Operating loss						(10,032)						(1,548)						(7,370)
Other (income) expense, net						(150)						29						(347)
Loss from equity investees, net						121						82						160
Gain on extinguishment of debt						(632)						(17)						—
Interest expense, net						2,017						2,221						1,777
Loss before income taxes						$	(11,388)					$	(3,863)					$	(8,960)

Content Amortization and Impairment Expense

						Year Ended December 31,
						2024						2023						2022
Studios						$	5,692					$	5,074					$	5,950
Networks						4,250						6,630						6,171
DTC						6,416						6,138						6,800
Corporate						3						(6)						(1)
Inter-segment eliminations						(2,250)						(1,697)						(1,951)
Total content amortization and impairment expense						$	14,111					$	16,139					$	16,969

Content expense is generally a component of costs of revenue on the consolidated statements of operations. (See Note 9.)

Revenues by Geography

						Year Ended December 31,
						2024						2023						2022
U.S.						$	26,434					$	28,004					$	22,697
Non-U.S.						12,887						13,317						11,120
Total revenues						$	39,321					$	41,321					$	33,817

Revenues are attributed to each country based on the customer or viewer location.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment by Geography

						December 31,
						2024						2023
U.S.						$	4,430					$	4,295
U.K.						991						980
Other non-U.S.						666						682
Total property and equipment, net						$	6,087					$	5,957

NOTE 24. SUBSEQUENT EVENTS

Venu Sports

On February 6, 2024, the Company announced that it would enter into a joint venture with ESPN, a subsidiary of The Walt Disney Company (“Disney”), and Fox Corporation (“Fox”) to form Venu Sports, a sports-centric streaming service in the United States. On February 20, 2024, FuboTV Inc. and FuboTV Media Inc. (collectively, “Fubo”) filed a lawsuit against Disney, including certain affiliates, Fox, and WBD (collectively, the “Defendants”) in the U.S. District Court for the Southern District of New York alleging claims under federal and New York antitrust laws.

On January 6, 2025, Disney announced that it had entered into a definitive agreement to combine certain of Hulu Live TV’s assets with Fubo (the “Fubo Transaction”) and provide Fubo a senior unsecured term loan of up to $145 million in January 2026 (the “Fubo Loan”). If Disney funds the Fubo Loan prior to the consummation of the Fubo Transaction, the Company and Fox will participate in a portion of the Fubo Loan by providing loans to Disney with substantially the same economic terms as the Fubo Loan. A $130 million termination fee will be payable by Disney to Fubo if the transaction is terminated under certain circumstances. The Company and Fox have agreed to reimburse a portion of the termination fee to Disney if it becomes payable. In addition, the Defendants reached a settlement with Fubo related to Fubo’s antitrust claims and collectively paid $220 million to Fubo in January 2025, of which the Company’s share was $55 million.

On January 10, 2025, the Defendants announced their decision to discontinue the Venu Sports joint venture and not launch its streaming service effective immediately.

Debt

On January 28, 2025, WMH issued a conditional notice for the redemption in full of all $1,500 million aggregate principal amount of its outstanding 6.412% Senior Notes due 2026 (the “Notes”), in accordance with the terms of the indenture governing the Notes. Such redemption was funded with the proceeds of borrowings pursuant to a new $1,500 million 364-day senior unsecured term loan credit facility entered into on January 28, 2025 by DCL, WBD, certain wholly-owned subsidiaries of WBD party thereto, the lenders party thereto, and Mizuho Bank, Ltd. The Notes were redeemed on February 7, 2025.

Joint Venture

On January 31, 2025, the Company contributed a 70% interest in its music catalog to a joint venture with Cutting Edge Group in exchange for net proceeds of $601 million. The Company will retain a controlling financial interest and consolidate the joint venture as a VIE.