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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 27, 2025
WBD_HorizontalLogo_Blue (1).jpg

Warner Bros. Discovery, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number:  001-34177
Delaware
35-2333914
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)

230 Park Avenue South
New York, New York 10003
(Address of principal executive offices, including zip code)

212-548-5555
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[☐]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[☐]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[☐]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
Name of each exchange
on which registered
Series A Common Stock WBD Nasdaq Global Select Market
4.302% Senior Notes due 2030 WBDI30 Nasdaq Global Market
4.693% Senior Notes due 2033 WBDI33 Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐




Item 2.02 Results of Operations and Financial Condition

On February 27, 2025, Warner Bros. Discovery, Inc. ("we," “Warner Bros. Discovery” or the “Company”) released its earnings for the quarter and year ended December 31, 2024. A copy of Warner Bros. Discovery's earnings press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 7.01 Regulation FD Disclosure

Letter to Shareholders

On February 27, 2025, in conjunction with its earnings press release, the Company issued a letter to shareholders which was posted on the Company's Investor Relations website at ir.wbd.com. A copy of the letter to shareholders is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Use of Website to Distribute Material Company Information

The Company's Investor Relations website is ir.wbd.com. We use our Investor Relations website as a means of disclosing material non-public information and for the purpose of complying with our disclosure obligations under Regulation FD. Therefore, we encourage investors, the media, and others interested in Warner Bros. Discovery to review the information we post on our Investor Relations website.

The information in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
-2-


Item 9.01.    Financial Statements and Exhibits.

(d)
Exhibit Number Description
99.1
99.2
101 Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


-3-


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Warner Bros. Discovery, Inc.
Date: February 27, 2025
By:
/s/    Gunnar Wiedenfels
Gunnar Wiedenfels
Chief Financial Officer

-4-
EX-99.1 2 wbd4q24earningsrelease02.htm EX-99.1 wbd4q24earningsrelease02
Warner Bros. Discovery Reports Fourth-Quarter and Full-Year 2024 Results Three Months Ended December 31, Twelve Months Ended December 31, 2024 2023 % Change 2024 2023 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Distribution $ 4,917 $ 4,913 — % 2 % $ 19,701 $ 20,237 (3) % (1) % Advertising 1,830 2,087 (12) % (11) % 8,090 8,700 (7) % (7) % Content 2,909 2,963 (2) % (1) % 10,297 11,203 (8) % (8) % Other 371 321 16 % 15 % 1,233 1,181 4 % 4 % Total revenues $ 10,027 $ 10,284 (2) % (1) % $ 39,321 $ 41,321 (5) % (4) % Net income (loss) available to Warner Bros. Discovery, Inc. (494) (400) 24 % NM (11,311) (3,126) NM NM Adjusted EBITDA(*) 2,722 2,471 10 % 11 % 9,032 10,200 (11) % (11) % Cash provided by operating activities 2,715 3,578 (24) % 5,375 7,477 (28) % Free cash flow(*) 2,429 3,310 (27) % 4,427 6,161 (28) % NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Q4 2024 Highlights • Total revenues were $10.0 billion, a 1% ex-FX(1)(*) decrease compared to the prior year quarter. • Distribution revenues increased 2% ex-FX, as growth in global DTC subscribers was partially offset by continued domestic linear pay TV subscriber declines. • Advertising revenues decreased 11% ex-FX, as the growth in DTC ad-lite subscribers was more than offset by domestic linear audience declines and the continuing softness in the domestic linear advertising market. • Content revenues were relatively unchanged. • Net income available to Warner Bros. Discovery, Inc. was $(0.5) billion, which includes $1.9 billion of pre-tax acquisition-related amortization of intangibles, content fair value step-up, and restructuring expenses. • Total Adjusted EBITDA(2)(*) was $2.7 billion, an 11% ex-FX increase compared to the prior year quarter, primarily due to growth in the DTC and Studios segments. • Cash provided by operating activities was $2.7 billion. Free cash flow(3)(*) was $2.4 billion. • Ended the quarter with 116.9 million DTC subscribers(4), an increase of 6.4 million subscribers vs. Q3. FY 2024 Highlights • Total revenues were $39.3 billion, a 4% ex-FX decrease compared to the prior year. • Distribution revenues decreased 1% ex-FX, as growth in global DTC subscribers was more than offset by continued domestic linear pay TV subscriber declines and an unfavorable impact from the AT&T SportsNet exit. • Advertising revenues decreased 7% ex-FX, as the growth in domestic DTC ad-lite subscribers was more than offset by domestic linear audience declines and the continuing softness in the domestic linear advertising market. • Content revenues decreased 8% ex-FX, due to the strong performance of Hogwarts Legacy and Barbie in the prior year, partially offset by the sublicensing of Olympic sports rights in Europe. • Net income available to Warner Bros. Discovery, Inc. was $(11.3) billion, which includes $7.5 billion of pre-tax acquisition-related amortization of intangibles, content fair value step-up, and restructuring expenses and a $9.1 billion non-cash goodwill impairment charge in the Networks segment. • Total Adjusted EBITDA(*) was $9.0 billion, an 11% ex-FX decrease compared to the prior year. • Cash provided by operating activities was $5.4 billion. Free cash flow(*) was $4.4 billion. • Ended the year with $34.6 billion of net debt(5)(*). Q4 2024 Earnings Press Release | February 27, 2025 1


 
Studios Segment Three Months Ended December 31, Twelve Months Ended December 31, 2024 2023 % Change 2024 2023 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Distribution $ (6) $ (2) NM NM $ 8 $ 17 (53) % (53) % Advertising — 4 NM NM 5 15 (67) % (67) % Content 3,394 2,933 16 % 16 % 10,717 11,358 (6) % (5) % Other 269 238 13 % 12 % 877 802 9 % 9 % Total revenues 3,657 3,173 15 % 16 % 11,607 12,192 (5) % (5) % Costs of revenues (excluding depreciation & amortization) 2,174 1,898 15 % 14 % 7,530 7,296 3 % 3 % Selling, general and administrative 533 732 (27) % (27) % 2,425 2,713 (11) % (11) % Adjusted EBITDA $ 950 $ 543 75 % 78 % $ 1,652 $ 2,183 (24) % (23) % (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Q4 2024 Highlights • Studios revenues increased 16% ex-FX to $3,657 million compared to the prior year quarter. • Content revenue increased 16% ex-FX. • TV revenue increased 64% ex-FX, primarily driven by higher inter-segment content licensing and higher initial telecast deliveries, which were impacted by the WGA and SAG-AFTRA strikes in the prior year. • Theatrical revenue decreased 9% ex-FX, as a result of fewer releases in the current year vs. the prior year. • Games revenue decreased 29% ex-FX, due to the better performance of Hogwarts Legacy and Mortal Kombat 1 in the prior year quarter vs. current year releases. • Studios operating expenses increased 3% ex-FX to $2,707 million compared to the prior year quarter. • Costs of revenues increased 14% ex-FX. • TV content expense increased 44% ex-FX, primarily driven by higher content licensing costs and higher initial telecast deliveries. • Theatrical content expense was relatively flat. • Games content expense decreased 20% ex-FX, primarily driven by lower revenues, partially offset by additional impairments, which totaled $50 million for the quarter and $384 million for the year. • SG&A decreased 27% ex-FX, driven by lower theatrical marketing expenses due to fewer new releases. • Studios Adjusted EBITDA increased 78% ex-FX to $950 million compared to the prior year quarter. Q4 2024 Earnings Press Release | February 27, 2025 2


 
Networks Segment Three Months Ended December 31, Twelve Months Ended December 31, 2024 2023 % Change 2024 2023 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Distribution $ 2,610 $ 2,752 (5) % (4) % $ 10,680 $ 11,521 (7) % (6) % Advertising 1,615 1,948 (17) % (16) % 7,306 8,342 (12) % (12) % Content 452 261 73 % 74 % 1,848 1,005 84 % 83 % Other 91 76 20 % 20 % 341 376 (9) % (10) % Total revenues 4,768 5,037 (5) % (4) % 20,175 21,244 (5) % (4) % Costs of revenues (excluding depreciation & amortization) 2,150 2,099 2 % 5 % 9,238 9,342 (1) % — % Selling, general and administrative 701 730 (4) % (1) % 2,788 2,839 (2) % (1) % Adjusted EBITDA $ 1,917 $ 2,208 (13) % (13) % $ 8,149 $ 9,063 (10) % (10) % (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Q4 2024 Highlights • Networks revenues decreased 4% ex-FX to $4,768 million compared to the prior year quarter. • Distribution revenue decreased 4% ex-FX, driven by a 9% decrease in domestic linear pay TV subscribers and an approximately 100 bps impact from the AT&T SportsNet exit(6)(*), partially offset by a 6% increase in domestic affiliate rates. • Advertising revenue decreased 16% ex-FX, driven by domestic networks audience declines of 28% and the continuing softness in the domestic linear advertising market. • Content revenue increased 74% ex-FX, primarily due to the timing of content licensing deals. • Networks operating expenses increased 3% ex-FX to $2,851 million compared to the prior year quarter. • Costs of revenues increased 5% ex-FX, primarily driven by higher domestic sports rights, included the first year of the College Football Playoffs, partially offset by lower domestic non-sports content expense. • SG&A decreased 1% ex-FX, primarily driven by lower overhead expenses. • Networks Adjusted EBITDA decreased 13% ex-FX to $1,917 million compared to the prior year quarter. Q4 2024 Earnings Press Release | February 27, 2025 3


 
Direct-to-Consumer Segment Three Months Ended December 31, Twelve Months Ended December 31, 2024 2023 % Change 2024 2023 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Distribution $ 2,315 — $ 2,167 7 % 8 % $ 9,022 $ 8,703 4 % 5 % Advertising 235 186 26 % 27 % 855 548 56 % 57 % Subscriber-related revenues(*) 2,550 2,353 8 % 10 % 9,877 9,251 7 % 8 % Content 99 171 (42) % (40) % 428 886 (52) % (51) % Other 2 5 (60) % (50) % 8 17 (53) % (50) % Total revenues 2,651 2,529 5 % 6 % 10,313 10,154 2 % 2 % Costs of revenues (excluding depreciation & amortization) 1,760 1,983 (11) % (11) % 7,459 7,623 (2) % (2) % Selling, general and administrative 482 601 (20) % (18) % 2,177 2,428 (10) % (9) % Adjusted EBITDA $ 409 $ (55) NM NM $ 677 $ 103 NM NM In millions Q4 2024 Q3 2024 Q4 2023 ARPU in $ Q4 2024 Q3 2024 Q4 2023 Domestic subscribers(4) 57.1 52.6 52.0 Domestic ARPU(8) $ 11.77 $ 11.99 $ 11.65 International subscribers(4) 59.8 57.9 45.6 International ARPU(8) $ 3.74 $ 4.05 $ 3.88 Global DTC subscribers(4) 116.9 110.5 97.7 Global ARPU(8) $ 7.44 $ 7.84 $ 7.94 (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Domestic includes the U.S. and Canada. Subscriber counts in the above table are rounded and minor differences in totals may exist Q4 2024 Highlights • Global DTC subscribers(4) were 116.9 million, an increase of 6.4 million global subscribers vs. Q3. • DTC revenues increased 6% ex-FX to $2,651 million compared to the prior year quarter. Subscriber-related revenues(7)(*) increased 10% ex-FX compared to the prior year quarter. • Distribution revenue increased 8% ex-FX, as a result of a 20% increase in subscribers, as well as higher pricing, following the launch of Max in Latin America and Europe during 1H24, partially offset by continued domestic linear wholesale subscriber declines • Advertising revenue increased 27% ex-FX, primarily driven by an increase in ad-lite subscribers. • Global DTC ARPU(8) decreased 5% ex-FX to $7.44, driven by growth in lower ARPU international markets, ad-tier subscriber growth, and an increase in domestic wholesale subscribers, partially offset by higher pricing. • Content revenue decreased 40% ex-FX, due to fewer third-party licensing deals. • DTC operating expenses decreased 13% ex-FX to $2,242 million compared to the prior year quarter. • Costs of revenues decreased 11% ex-FX, primarily driven by lower content amortization due to the number and timing of releases. • SG&A decreased 18% ex-FX, primarily driven by lower marketing expenses. • DTC Adjusted EBITDA was $409 million, a $464 million increase compared to the prior year quarter. Q4 2024 Earnings Press Release | February 27, 2025 4


 
Corporate Three Months Ended December 31, Twelve Months Ended December 31, 2024 2023 % Change 2024 2023 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Adjusted EBITDA $ (333) $ (314) (6) % (9) % $ (1,260) $ (1,242) (1) % (3) % (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. • Corporate Adjusted EBITDA loss was relatively flat. Inter-segment Eliminations Three Months Ended December 31, Twelve Months Ended December 31, $ in millions 2024 2023 2024 2023 Inter-segment revenue eliminations $ (1,051) $ (458) $ (2,782) $ (2,269) Inter-segment expense eliminations (830) (547) (2,596) (2,362) Adjusted EBITDA $ (221) $ 89 $ (186) $ 93 Leverage and Liquidity • Ended Q4 with $5.4 billion of cash on hand, $40.0 billion of gross debt(9)(*), and 3.8x net leverage(10)(*). • The Company repaid or repurchased $0.5 billion of debt during Q4. • As of December 31, 2024, the average maturity of the Company's outstanding debt was 13.4 years with an average cost of 4.7%. • The Company maintains an undrawn $6.0 billion revolving credit facility. Free Cash Flow Three Months Ended December 31, Twelve Months Ended December 31, $ in millions 2024 2023 % Change 2024 2023 % Change Cash provided by operating activities $ 2,715 $ 3,578 (24) % $ 5,375 $ 7,477 (28) % Purchases of property and equipment (286) (268) (7) % (948) (1,316) 28 % Free cash flow(*) $ 2,429 $ 3,310 (27) % $ 4,427 $ 6,161 (28) % (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. • Q4 2024 cash provided by operating activities decreased to $2,715 million from $3,578 million in the prior year quarter. Free cash flow(9)(*) decreased to $2,429 million from $3,310 million primarily driven by higher net content investment, in part due to the prior year impact from the WGA and SAG-AFTRA strikes, partially offset by higher operating profits and lower restructuring expenses. • As of December 31, 2024, the Company had $4,637 million drawn on its revolving receivables program, a $124 million decrease vs. Q3 and a $563 million decrease year-over-year. Q4 2024 Earnings Press Release | February 27, 2025 5


 
2025 Outlook Warner Bros. Discovery, Inc. ("Warner Bros. Discovery", "WBD", the "Company", "we", "us", or "our" ) may provide forward-looking commentary in connection with this earnings announcement on its quarterly earnings conference call. Details on how to access the audio webcast are included below. Q4 2024 Prepared Earnings Remarks Conference Call Information In conjunction with this release, Warner Bros. Discovery will post a Shareholder Letter and host a conference call today, February 27, 2025 at 8:00 a.m. ET, to discuss its fourth quarter 2024 financial results. To access the Shareholder Letter and webcast of the earnings call, please visit the Investor Relations section of the Company's website at www.wbd.com. Cautionary Statement Concerning Forward-Looking Statements Information set forth in this communication contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. The Company’s actual results could differ materially from those stated or implied due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Company's filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. Forward-looking statements include, without limitation, statements regarding future financial and operating results, the Company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Warner Bros. Discovery expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this communication may also contain certain non-GAAP financial measures, identified with an "(*)". Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the financial schedules in this release and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. About Warner Bros. Discovery Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Contacts Media Robert Gibbs Megan Klein (347) 268-3017 (310) 210-5018 robert.gibbs@wbd.com megan.klein@wbd.com Investor Relations Andrew Slabin Peter Lee (212) 548-5544 (212) 548-5907 andrew.slabin@wbd.com peter.lee@wbd.com Q4 2024 Earnings Press Release | February 27, 2025 6


 
Warner Bros. Discovery, Inc. Consolidated Statements of Operations Three Months Ended December 31, Twelve Months Ended December 31, Unaudited; in millions, except per share amounts 2024 2023 2024 2023 Distribution $ 4,917 $ 4,913 $ 19,701 $ 20,237 Advertising 1,830 2,087 8,090 8,700 Content 2,909 2,963 10,297 11,203 Other 371 321 1,233 1,181 Total revenues 10,027 10,284 39,321 41,321 Costs of revenues, excluding depreciation and amortization 5,527 5,896 22,970 24,526 Selling, general and administrative 2,218 2,455 9,296 9,696 Depreciation and amortization 1,643 2,024 7,037 7,985 Restructuring and other charges 286 75 447 585 Impairments and loss on dispositions 191 16 9,603 77 Total costs and expenses 9,865 10,466 49,353 42,869 Operating income (loss) 162 (182) (10,032) (1,548) Interest expense, net (490) (502) (2,017) (2,221) Gain on extinguishment of debt 42 — 632 17 Loss from equity investees, net (32) (9) (121) (82) Other income (expense), net (38) 80 150 (29) Loss before income taxes (356) (613) (11,388) (3,863) Income tax (expense) benefit (284) 221 (94) 784 Net loss (640) (392) (11,482) (3,079) Net loss (income) attributable to noncontrolling interests 149 (6) 129 (38) Net loss (income) attributable to redeemable noncontrolling interests (3) (2) 42 (9) Net loss available to Warner Bros. Discovery, Inc. $ (494) $ (400) $ (11,311) $ (3,126) Net loss per share available to Warner Bros. Discovery, Inc. Series A common stockholders: Basic $ (0.20) $ (0.16) $ (4.62) $ (1.28) Diluted $ (0.20) $ (0.16) $ (4.62) $ (1.28) Weighted average shares outstanding: Basic 2,454 2,439 2,450 2,436 Diluted 2,454 2,439 2,450 2,436 Q4 2024 Earnings Press Release | February 27, 2025 7


 
Warner Bros. Discovery, Inc. Consolidated Balance Sheets Unaudited; in millions, except par value December 31, 2024 December 31, 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 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 Q4 2024 Earnings Press Release | February 27, 2025 8


 
Warner Bros. Discovery, Inc. Consolidated Statements of Cash Flows Twelve Months Ended December 31, Unaudited; in millions 2024 2023 Operating Activities Net loss $ (11,482) $ (3,079) Adjustments to reconcile net income to cash provided by (used in) operating activities: Content rights amortization and impairment 13,946 16,024 Content restructuring impairments and write-offs 165 115 Depreciation and amortization 7,037 7,985 Deferred income taxes (1,732) (2,344) Equity in losses of equity method investee companies and cash distributions 167 157 Gain on extinguishment of debt (632) (17) Share-based compensation expense 557 500 Impairments and loss on dispositions 9,603 77 Gain from derivative instruments, net (16) (151) Gain on sale of investments (227) — Other, net 115 199 Changes in operating assets and liabilities, net of acquisitions and dispositions: Receivables, net 1,012 312 Film and television content rights, games, and production payables, net (12,349) (12,305) Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities (529) (820) Foreign currency, prepaid expenses and other assets, net (260) 824 Cash provided by operating activities 5,375 7,477 Investing Activities Purchases of property and equipment (948) (1,316) Cash (used for) acquired from business acquisitions and working capital settlement — (50) Investments in and advances to equity investments (109) (112) Proceeds from sales and maturities of investments 541 — Proceeds from derivative instruments, net 136 121 Other investing activities, net 31 98 Cash used in investing activities (349) (1,259) Financing Activities Principal repayments of term loans — (4,000) Principal repayments of debt, including premiums and discounts to par value (5,043) (2,860) Borrowings from debt, net of discount and issuance costs 1,617 1,496 Distributions to noncontrolling interests and redeemable noncontrolling interests (193) (301) Purchase of redeemable noncontrolling interests — (49) Borrowings under commercial paper program and revolving credit facility 14,203 5,207 Repayments under commercial paper program and revolving credit facility (14,203) (5,214) Other financing activities, net (130) (116) Cash used in financing activities (3,749) (5,837) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (180) 8 Net change in cash, cash equivalents, and restricted cash 1,097 389 Cash, cash equivalents, and restricted cash, beginning of period 4,319 3,930 Cash, cash equivalents, and restricted cash, end of period $ 5,416 $ 4,319 Q4 2024 Earnings Press Release | February 27, 2025 9


 
Networks Segment: Reconciliation of AT&T SportsNet Business Exit Networks Segment Revenues Three Months Ended December 31, 2024 2023 % Change $ in millions Actual Ex-FX(*) Distribution revenues $ 2,610 $ 2,752 (5) % (4) % AT&T SportsNet distribution revenues — 10 NM NM Distribution revenues excluding AT&T SportsNet(*) $ 2,610 $ 2,742 (5) % (3) % NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details Q4 2024 Earnings Press Release | February 27, 2025 10


 
Reconciliation of Net (Loss) Income to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization Three Months Ended December 31, Twelve Months Ended December 31, Unaudited; in millions 2024 2023 2024 2023 Net loss available to Warner Bros. Discovery, Inc. $ (494) $ (400) $ (11,311) $ (3,126) Net (loss) income attributable to redeemable noncontrolling interests 3 2 (42) 9 Net (loss) income attributable to noncontrolling interests (149) 6 (129) 38 Income tax expense (benefit) 284 (221) 94 (784) Loss before income taxes (356) (613) (11,388) (3,863) Other (expense) income, net 38 (80) (150) 29 Loss from equity investees, net 32 9 121 82 Gain on extinguishment of debt (42) — (632) (17) Interest expense, net 490 502 2,017 2,221 Operating income (loss) 162 (182) (10,032) (1,548) Depreciation and amortization 1,643 2,024 7,037 7,985 Impairment and amortization of fair value step-up for content 226 387 1,139 2,373 Restructuring and other charges 286 75 447 585 Employee share-based compensation 134 107 546 488 Transaction and integration costs 77 37 242 162 Impairments and loss on dispositions 191 16 9,603 77 Amortization of capitalized interest for content 8 12 46 46 Facility consolidation costs (5) (5) 4 32 Adjusted EBITDA(*) $ 2,722 $ 2,471 $ 9,032 $ 10,200 (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details Q4 2024 Earnings Press Release | February 27, 2025 11


 
Definitions and Sources for Warner Bros. Discovery, Inc. (1) Foreign Exchange Impacting Comparability: The impact of exchange rates on our business is an important factor in understanding period-to- period comparisons of our results. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. We believe the presentation of results on a constant currency basis (“ex-FX”), in addition to results reported in accordance with U.S. GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with U.S. GAAP. The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the “2024 Baseline Rate”), and the prior year amounts translated at the same 2024 Baseline Rate. In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities, as well as realized and unrealized foreign currency transaction gains and losses. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies. (2) Adjusted EBITDA: The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) third-party transaction and integration costs, (vii) amortization of purchase accounting fair value step-up for content, (viii) amortization of capitalized interest for content, and (ix) other items impacting comparability. The Company uses this measure to assess the operating results and performance of its 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, and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. Certain corporate expenses and inter-segment eliminations related to production studios are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income, and other measures of financial performance reported in accordance with U.S. GAAP. We prospectively updated certain corporate allocations at the beginning of 2024. The impact to prior periods was immaterial. (3) Free cash flow: The Company defines free cash flow as cash flow from operations less acquisitions of property and equipment. The Company believes free cash flow is an important indicator for management and investors of the Company’s liquidity, including its ability to reduce debt, make strategic investments, and return capital to stockholders. (4) Direct-to-Consumer ("DTC") Subscriber: The Company defines a “Core DTC Subscription” as: (i) a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform; (ii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; (iii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis; (iv) a retail or wholesale subscription to an independently-branded, regional product sold on a stand-alone basis that includes discovery+, HBO, HBO Max, Max, and/or a Premium Sports Product, for which we have recognized subscription revenue (as per (i) –(iii) above); and (v) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. The Company defines a “Premium Sports Product” as a strategically prioritized, sports-focused product sold on a stand-alone basis and made available directly to consumers. The current “independently-branded, regional products” referred to in (iv) above consist of TVN/Player and BluTV. Subscribers to multiple WBD DTC products (listed above) are counted as a paid subscriber for each individual WBD DTC product subscription. We may refer to the aggregate number of Core DTC Subscriptions as “subscribers”. The reported number of “subscribers” included herein and the definition of “DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV), that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials except for those users on free trial that convert to a DTC Subscription within the first seven days of the next month as noted above. Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada. International subscriber - We define an International subscriber as a subscription based outside of the United States of America or Canada. Q4 2024 Earnings Press Release | February 27, 2025 12


 
Definitions and Sources for Warner Bros. Discovery, Inc. (Continued) (5) Net debt: The Company defines net debt of $34.6 billion as the calculation where cash, cash equivalents, and restricted cash of $5.4 billion is subtracted from gross debt (defined below) of $40.0 billion. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. (6) Revenue Excluding Exit From AT&T SportsNet Business: The Company defines revenues excluding the exit from the AT&T SportsNet business as total revenues less revenues from the AT&T SportsNet business. The Company may exclude revenues from the AT&T SportsNet business at the consolidated level, segment level, or both. The Company believes this measure is relevant to investors because it allows them to analyze our operating performance on businesses that the Company continues to operate on an ongoing basis. (7) Subscriber-related revenues: The Company defines subscriber-related revenues as the sum of distribution and advertising revenues in the DTC segment. The Company uses subscriber-related revenues to monitor and evaluate the Company's streaming revenue performance. The Company believes this measure is relevant to investors as it highlights the revenue generation tied to the Company's streaming products. (8) ARPU: The Company defines DTC Average Revenue Per User ("ARPU") as total subscription revenue plus net advertising revenue for the period divided by the daily average number of paying subscribers for the period. Where daily values are not available, the sum of beginning of period and end of period divided by two is used. Excluded from the ARPU calculation are: (i) Revenue and subscribers for DTC products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV), that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) A limited amount of international discovery+ revenue and subscribers that are part of non- strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) Cinemax, Max/HBO hotel and bulk institution (i.e., subscribers billed on a bulk basis), and international basic HBO revenue and subscribers; and (iv) Users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. (9) Gross debt: The Company defines gross debt of $40.0 billion as total debt of $39.5 billion, plus finance leases of $463 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. (10) Net leverage: The Company defines net leverage as the calculation where net debt (gross debt of $40.0 billion, less cash, cash equivalents, and restricted cash of $5.4 billion) is divided by the sum of the most recent four quarters Adjusted EBITDA of $9,032 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. Please refer to the Trending Schedules and Non-GAAP Reconciliations posted in the "Quarterly Results" section of the Company's investor relations website (https://ir.wbd.com) for the full reconciliation of net leverage. Numbers presented in the following materials are on a rounded basis using actual amounts. Minor differences in totals and percentages may exist due to rounding Source: Warner Bros. Discovery, Inc. Q4 2024 Earnings Press Release | February 27, 2025 13


 
EX-99.2 3 wbd4q24shareholderletter.htm EX-99.2 wbd4q24shareholderletter
Q4 2024 Shareholder Letter | February 27, 2025 1 Fellow Shareholders, When we formed Warner Bros. Discovery (WBD), it was with clear strategic intent. Our belief then - and now - was that in uniting renowned storytelling prowess and an exceptional library of beloved characters, franchises, and other intellectual property with global distribution capabilities, we would create something well suited to thrive in a changing media landscape. In 2024, we made important strides in fulfilling that promise, taking steps to improve performance, enhance shareholder value, and positioning the company for both near and long-term success. Warner Bros. Discovery ended the year stronger and more agile. Nowhere was that progress more prominent than in the success of our Direct-to-Consumer (DTC) segment, where we are on track to exceed our three-year DTC Adjusted EBITDA target established in the summer of 2022. In 2024, we launched Max in more than 70 countries, added 19 million DTC subscribers(1), and generated nearly $700 million in DTC Adjusted EBITDA. Based on our strong momentum, we expect the DTC segment to deliver approximately $1.3 billion of Adjusted EBITDA in 2025. We expect strong DTC subscriber growth to continue throughout 2025. And we now have a clear path to reach at least 150 million global subscribers by the end of 2026, with corresponding strong DTC revenue and Adjusted EBITDA growth. We recently struck a nonexclusive agreement to launch on Sky in the UK and Ireland that will bring Max to approximately 10 million of their current subscribers by the second quarter of 2026 and affords us the flexibility to potentially reach consumers not currently served by Sky. And just prior, we will launch in Germany and Italy in the first quarter of 2026 - two important markets with strong proven appeal for our programming - further supporting ongoing growth. In short, our global expansion still has significant runway as Max rolls out to over 40% of the addressable global market where it is not yet available. At the same time, in 2024, our Networks segment continued to generate robust free cash flow (FCF)(2)(*) and completed several strategically important renewals, demonstrating its value to distribution partners, both in the US and internationally. And within our Studios segment, Warner Bros. Television (WBTV) continues to distinguish itself as one of - if not the - top quality content suppliers in the TV and streaming industry. As our industry continues to evolve, we believe successful companies need to exhibit two abilities in tandem. First, the ability to consistently tell great stories. And second, the ability to distribute these great stories across platforms and windows on a global scale in order to capture their full value. Launching Max as a global streaming service last year marked a watershed moment for WBD as it greatly strengthened our content monetization capabilities. As we create stories and content that audiences crave, Max’s global reach


 
Q4 2024 Shareholder Letter | February 27, 2025 2 expands our ability to maximize returns on our content investments and enhance shareholder value. The corporate reorganization we announced in December was implemented on January 1st of this year. We continue to make meaningful progress to work through the operational and financial aspects of this new structure and we are targeting substantive completion in early Q2. In 2024, we demonstrated that our strategy is gaining traction. And in 2025, we are speeding forward in creating “what’s next” for WBD. PRIORITIES, PERFORMANCE HIGHLIGHTS & OUTLOOK DIRECT-TO-CONSUMER Since our merger, one of our top imperatives has been developing a global streaming service that meets evolving consumer expectations and provides easy access to the depth and breadth of our unrivaled content offering. In 2024, Max turned a critical corner in both subscriber growth and profitability, growing DTC subscribers by 20% year-over-year and contributing substantial profits. In just two years, our DTC segment has improved its Adjusted EBITDA performance by almost $3 billion. As a result, Max became one of the very few globally scaled and profitable streaming services. Over the next two years, we plan to launch Max in numerous markets with significant potential, including Australia at the end of March 2025, Germany and Italy in the first quarter of 2026, and the UK and Ireland right after. WBD content resonates strongly in each of these markets, which we know well given our existing linear television presence and where WBD’s currently licensed content is some of the most watched on our partners' platforms. We expect our ability to deliver local content and live sports - one of Max’s unique strengths - will also further help drive subscriber acquisition and retention in both new and existing markets. Based on its combination of increasing scale, continued global rollout, and revenue and profit growth trajectory, Max is securing its position among a small handful of profitable global streaming services. As the platform matures, we continue to expect that we can achieve 20%+ Adjusted EBITDA margins in the DTC segment. We remain focused on a subscriber growth framework that, at its core, is centered on a balance of customer lifetime value relative to subscriber acquisition cost. As we further scale Max, three of our key growth drivers will increase subscriber and revenue growth in the near and long-term, though will weigh on near-term ARPU(3) trends.


 
Q4 2024 Shareholder Letter | February 27, 2025 3 First, continued rollouts in international markets. Second, strategic distribution partnerships that help accelerate consumer adoption. Third, driving higher penetration in existing markets, particularly with our lower priced ad-supported tier. We are comfortable with this growth and ARPU trade-off given our long-term approach to building Max and the fact that we are still in the early days of our expansion. Over time, through our enhanced ad products, monetization and growing reach, robust product enhancement roadmap in such key areas as personalization and discovery to drive increased engagement, and overall market wide pricing trends, we expect ARPU to eventually normalize and return to growth. Lastly and most importantly, as the product is the content, Max and HBO’s content line-up over the next two-plus years has never looked stronger. • We continue to invest in premium content that resonates with audiences. In 2025, we will return 15 franchises that previously ranked among our top 20 series. Widely anticipated returning series include the recent debut of The White Lotus, The Righteous Gemstones, Hacks, The Last of Us, And Just Like That, The Gilded Age, and Peacemaker, as well as new series such as the recently premiered The Pitt and Task and It: Welcome to Derry to debut later in the year. • In fact, The White Lotus’ recent season three premiere saw the audience size nearly double that of its season two premiere in its first week. Globally, the show is now the second largest returning original season in platform history, behind only House of the Dragon season two. • Looking ahead, we are producing new seasons of some of our highest-viewed and most resonant series, such as House Of The Dragon, Euphoria, and True Detective, as well as brand new original series like A Knight Of The Seven Kingdoms, Lanterns, DTF St. Louis, and the highly anticipated Harry Potter. STUDIOS Given consumers’ sustained demand - and willingness to pay a premium - for great content, Studios remain one of our primary growth levers. Delivering more consistency and profitability is a top priority. In 2025, industry-leader WBTV will play a key role in helping to secure that momentum, with support from improved expected results from our Motion Pictures Group and Games businesses. While results from these divisions were disappointing in 2024, we have taken action to improve performance and are optimistic about their long-term outlook. Taken together, we expect a healthy improvement in our Studios segment’s Adjusted EBITDA results in 2025.


 
Q4 2024 Shareholder Letter | February 27, 2025 4 TELEVISION • WBTV continues to gain recognition as the home of top-quality content with approximately 80 shows produced for our owned platforms and third parties, including all of the major broadcast networks and key SVOD platforms. In 2024, our television studio reclaimed its position as the industry’s #1 supplier of live action TV(4) and delivered hits such as The Penguin, one of the top three most viewed original debut seasons on Max ever; Presumed Innocent, one of WBTV’s three series that ranked in Apple TV+’s top 5 most watched shows in 2024; and the recently renewed Georgie & Mandy’s First Marriage, CBS’ #1 rated comedy this season. MOTION PICTURES • The multi-year transformation process of our Motion Picture Group includes several operational and production process-driven changes that we expect will result in a more balanced portfolio of output across our creative engines; more economical average cost per film driven by a mix of high-profile, tentpole releases and more modestly budgeted films, such as New Line’s horror-genre releases. • The impact of these changes should be most visible at DC, where revitalizing this key franchise has been one of our top priorities. The upcoming release of Superman will kick off a thrilling new era for DC Studios - one that promises to excite, engage and resonate with lifelong fans and new generations alike. Coming to theaters everywhere beginning July 11th, the film will transport audiences into an exhilarating new DC Universe, kicking off a multi-year story arc that will showcase exciting new DC characters and reintroduce beloved icons like Supergirl, Lanterns, Batman & Robin, and Clayface, among others. GAMES • We continue to see our Games business as a strategic differentiator as we immerse fans into our incredible characters and worlds through interactive game play. At the same time, Games allows us to tap into one of the fastest growing media segments and the over three billion global gamers. • As we have previously said, 2024 was a disappointing year for our Games business and we have recently announced a restructuring plan to refocus our resources and capital on proven IP and games from proven, world class studios. We are focusing our Games business around four tentpole franchises that have each generated over $1 billion in consumer sales in past years: Harry Potter, Game of Thrones, Mortal Kombat, and DC - particularly top tier characters like Batman.


 
Q4 2024 Shareholder Letter | February 27, 2025 5 • Just two years ago, our Games team broke through with Hogwarts Legacy and created a completely new gaming franchise that was the best-selling game of the year - a result that only three other franchises in the last 15 years have achieved. That gives us confidence that with our re-focused strategy we can get back to producing high-quality games built for long term consumer engagement, which we expect to propel our Games division back to profit in 2025 and emerge as a more significant contributor to growth in the years ahead. NETWORKS The earnings generated by our linear networks continue to support our ability to invest in our transformation. We are responding tenaciously and creatively to the secular headwinds we face in the broader linear television market, and we are squarely focused on maximizing our Networks’ ongoing cash generation potential. • We made recent progress to that end, including reaching multi-year renewal agreements with five out of the six largest pay TV providers domestically. Many of these agreements were renewed significantly ahead of schedule. • These agreements will deliver overall affiliate rate increases, helping to stabilize our Networks segment’s revenue over the next few years. In certain cases, these renewals include hybrid structures with access to DTC apps and/or accommodate greater packaging flexibility in line with industry trends. While these attributes may put pressure on near-term linear trends, they may support longer-term health and sustainability of the overall ecosystem. • To that point, we expect the industry will continue to experience declines in pay TV subscribers. Reduced subscribers combined with further pressure on linear viewership, particularly for general entertainment content, makes forecasting Networks’ advertising challenging. In fact, the U.S. linear television advertising market has deteriorated faster than we expected, as evidenced by our results over the last several quarters. • Late in 2024, we resolved our negotiations with the NBA. As result, we have entered into a far more efficient long-term relationship with the league in which we retained valuable rights to NBA games in several international markets, as well as NBA digital highlights globally for Bleacher Report. At the same time, through adjacent negotiations with ESPN, we will continue to produce the iconic Inside the NBA franchise and gain rights to certain Big XII football and basketball games.


 
Q4 2024 Shareholder Letter | February 27, 2025 6 • We are investing with fiscal discipline in adding new rights to our sports portfolio, which now includes the U.S. rights for the French Open, Unrivaled, NASCAR, multiple college sports assets, including the College Football Playoffs, on top of March Madness, MLB, and NHL. We will continue to opportunistically consider sports rights as they become available. • That said, the overlapping cost of these newly acquired rights and the remaining portion of our current NBA deal that ends after the first half of 2025 will result in elevated sports rights costs and, in part, weigh on 2025 Adjusted EBITDA. However, these rights costs will more than reverse in 2026, in what will be the first full year without the NBA. FREE CASH FLOW AND LEVERAGE • In 2024, WBD generated Cash Flow from Operations of $5.4 billion and free cash flow of $4.4 billion, continuing to demonstrate our strong ability to convert Adjusted EBITDA to FCF with a conversion rate(5)(*) of 49 percent. • We continued to make progress in de-leveraging our balance sheet. In total, net debt decreased by $5.3 billion in 2024, reducing our net leverage(6)(*) to 3.8x Adjusted EBITDA. We continue to target 2.5-3.0x gross leverage(7)(*) and our top priority for FCF remains paying down debt. • We have a total of $2.75 billion of debt maturing through July, $2.2 billion of which matures in March. Accordingly, we carried a higher than typical cash balance of roughly $5.4 billion into 2025. Additionally, we will continue to remain focused on taking advantage of opportunities in the debt markets as we recently did with the $1.5 billion, 364-day term loan issuance to pay back the higher cost WarnerMedia Holdings notes maturing in March 2026, resulting in interest expense savings. CONCLUSION Since closing our merger, our priority has been fortifying our foundation as a company, with a focus on reducing debt while strengthening future growth platforms. During this period, we made great strides in both dimensions. We have reduced our net leverage to a manageable level, while investing substantially in both DTC and Studios. In 2024, our strategy to transform WBD gained real traction as our DTC offering achieved healthy profitability and more global scale, a status very few streaming services can claim.


 
Q4 2024 Shareholder Letter | February 27, 2025 7 In 2025, we expect that the work we have done to return our overall Studio to a place of industry leadership will begin to bear fruit and contribute positively to our financial results. As this transformation progresses, we believe our value and the returns we deliver to shareholders will strongly increase. For all that is changing in our industry, audiences continue to fundamentally crave what WBD does best: create great stories, told by great storytellers. Whether it’s on a big screen, a television screen, or a mobile screen, we start 2025 in a stronger position than ever to deliver and monetize more of those types of culture-shaping stories to even bigger audiences around the globe.


 
Q4 2024 Shareholder Letter | February 27, 2025 8 2025 Outlook Warner Bros. Discovery, Inc. ("Warner Bros. Discovery", "WBD", the "Company", "we", "us", or "our" ) may provide forward-looking commentary in connection with this communication. The Company is not able to provide a reconciliation of the non-GAAP forward-looking commentary to comparable GAAP measures as, at this time, the Company cannot determine the occurrence or impact of the adjustments, such as the effect of future changes in foreign currency exchange rates or future acquisitions or divestitures that would be excluded from such GAAP measures. Accordingly, the Company is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. Cautionary Statement Concerning Forward-Looking Statements Information set forth in this communication contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. The Company’s actual results could differ materially from those stated or implied due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Company's filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. Forward-looking statements include, without limitation, statements regarding future financial and operating results, the Company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Warner Bros. Discovery expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this communication may also contain certain non-GAAP financial measures, identified with an “(*)”. Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the Trending Schedules and “Quarterly Results” section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com.


 
Q4 2024 Shareholder Letter | February 27, 2025 9 Definitions and Sources for Warner Bros. Discovery, Inc. (1) Direct-to-Consumer ("DTC") Subscriber: The Company defines a “Core DTC Subscription” as: (i) a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform; (ii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; (iii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis; (iv) a retail or wholesale subscription to an independently-branded, regional product sold on a stand- alone basis that includes discovery+, HBO, HBO Max, Max, and/or a Premium Sports Product, for which we have recognized subscription revenue (as per (i) –(iii) above); and (v) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. The Company defines a “Premium Sports Product” as a strategically prioritized, sports-focused product sold on a stand-alone basis and made available directly to consumers. The current “independently-branded, regional products” referred to in (iv) above consist of TVN/Player and BluTV. Subscribers to multiple WBD DTC products (listed above) are counted as a paid subscriber for each individual WBD DTC product subscription. We may refer to the aggregate number of Core DTC Subscriptions as “subscribers”. The reported number of “subscribers” included herein and the definition of “DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV), that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials except for those users on free trial that convert to a DTC Subscription within the first seven days of the next month as noted above. Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada. International subscriber - We define an International subscriber as a subscription based outside of the United States of America or Canada. (2) Free cash flow: The Company defines free cash flow as cash flow from operations less acquisitions of property and equipment. The Company believes free cash flow is an important indicator for management and investors of the Company’s liquidity, including its ability to reduce debt, make strategic investments, and return capital to stockholders. In millions Twelve Months Ended December 31, 2024 Cash Provided by operating activities $5,375 Less: Purchases of property and equipment (948) Free Cash Flow(*) $4,427


 
Q4 2024 Shareholder Letter | February 27, 2025 10 (3) ARPU: The Company defines DTC Average Revenue Per User ("ARPU") as total subscription revenue plus net advertising revenue for the period divided by the daily average number of paying subscribers for the period. Where daily values are not available, the sum of beginning of period and end of period divided by two is used. Excluded from the ARPU calculation are: (i) Revenue and subscribers for DTC products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV), that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) A limited amount of international discovery+ revenue and subscribers that are part of nonstrategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) Cinemax, Max/HBO hotel and bulk institution (i.e., subscribers billed on a bulk basis), and international basic HBO revenue and subscribers; and (iv) Users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. (4) Source: Ranking based on publicly announced premiere dates of live action series sold to third-parties or non-affiliated buyers during 2024. (5) Adjusted EBITDA to FCF conversion rate: The Company defines Adjusted EBITDA to FCF conversion rate, or “conversion rate,” as the calculation where FCF (as defined above) is divided by Adjusted EBITDA (as defined below). The Company believes this measure is relevant to investors as it is a financial metric frequently used in evaluating a company’s financial condition. In millions; except conversion rate Twelve Months Ended December 31, 2024 Free cash flow(*) $4,427 Adjusted EBITDA(*) 9,032 Conversion Rate(*) 49% (6) Net leverage: The Company defines net leverage as the calculation where net debt (gross debt of $40.0 billion, less cash, cash equivalents, and restricted cash of $5.4 billion) is divided by the sum of the most recent four quarters Adjusted EBITDA of $9,032 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. (7) Gross leverage: The Company defines gross leverage as the calculation where gross debt (defined as total debt, plus finance leases) is divided by the sum of the most recent four quarters Adjusted EBITDA. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. Adjusted EBITDA: The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) third-party transaction and integration costs, (vii) amortization of purchase accounting fair value step-up for content, (viii) amortization of capitalized interest for content, and (ix) other items impacting comparability. The Company uses this measure to assess the operating results and performance of its 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


 
Q4 2024 Shareholder Letter | February 27, 2025 11 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, and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. Certain corporate expenses and inter-segment eliminations related to production studios are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income, and other measures of financial performance reported in accordance with U.S. GAAP. We prospectively updated certain corporate allocations at the beginning of 2024. The impact to prior periods was immaterial. In millions Twelve Months Ended December 31, 2024 Net loss available to Warner Bros. Discovery, Inc. $(11,311) Net loss income attributable to redeemable noncontrolling interests (42) Net loss income attributable to noncontrolling interests (129) Income tax expense 94 Loss before income taxes (11,388) Other income, net (150) Loss from equity investees, net 121 Gain on extinguishment of debt (632) Interest expense, net 2,017 Operating loss (10,032) Depreciation and amortization 7,037 Impairment and amortization of fair value step-up for content 1,139 Restructuring and other charges 447 Employee share-based compensation 546 Transaction and integration costs 242 Impairments and loss on dispositions 9,603 Amortization of capitalized interest for content 46 Facility consolidation costs 4 Adjusted EBITDA(*) $9,032