Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-34177

disca-20220630_g1.jpg

Warner Bros. Discovery, Inc.

(Exact name of registrant as specified in its charter)

Delaware35-2333914
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
230 Park Avenue South10003
New York, New York(Zip Code)
(Address of principal executive offices)

(212) 548-5555

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolsName of Each Exchange on Which Registered
Series A Common StockWBDThe Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerýAccelerated filer¨
Non-accelerated fileroSmaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

Total number of shares outstanding of each class of the Registrant’s common stock as of July 21, 2022:

Series A Common Stock, par value $0.01 per share2,427,592,861

WARNER BROS. DISCOVERY, INC.

FORM 10-Q

TABLE OF CONTENTS

Page
PART I. FINANCIAL INFORMATION.
ITEM 1. Unaudited Financial Statements.
Consolidated Statements of Operations.4
Consolidated Statements of Comprehensive (Loss) Income.5
Consolidated Balance Sheets.6
Consolidated Statements of Cash Flows.7
Consolidated Statements of Equity.8
Notes to Consolidated Financial Statements.10
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.43
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.65
ITEM 4. Controls and Procedures.65
PART II. OTHER INFORMATION.
ITEM 1. Legal Proceedings.67
ITEM 1A. Risk Factors.67
ITEM 5. Other Information69
ITEM 6. Exhibits.72
SIGNATURES.76

PART I. FINANCIAL INFORMATION

Next: Item 1. Unaudited Financial Statements.