SEC Info - Warner Bros. Discovery, Inc.

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,

2023

2022

2021

Revenues:

Distribution

i 20,237

i 16,142

i 5,202

Advertising

i 8,700

i 8,524

i 6,194

Content

i 11,203

i 8,360

i 737

Other

i 1,181

i 791

i 58

Total revenues

i 41,321

i 33,817

i 12,191

Costs and expenses:

Costs of revenues, excluding depreciation and amortization

i 24,526

i 20,442

i 4,620

Selling, general and administrative

i 9,696

i 9,678

i 4,016

Depreciation and amortization

i 7,985

i 7,193

i 1,582

Restructuring and other charges

i 585

i 3,757

i 32

Impairments and loss (gain) on dispositions

i 77

i 117

( i 71)

Total costs and expenses

i 42,869

i 41,187

i 10,179

Operating (loss) income

( i 1,548)

( i 7,370)

i 2,012

Interest expense, net

( i 2,221)

( i 1,777)

( i 633)

Loss from equity investees, net

( i 82)

( i 160)

( i 18)

Other (expense) income, net

( i 12)

i 347

i 72

(Loss) income before income taxes

( i 3,863)

( i 8,960)

i 1,433

Income tax benefit (expense)

i 784

i 1,663

( i 236)

Net (loss) income

( i 3,079)

( i 7,297)

i 1,197

Net income attributable to noncontrolling interests

( i 38)

( i 68)

( i 138)

Net income attributable to redeemable noncontrolling interests

( i 9)

( i 6)

( i 53)

Net (loss) income available to Warner Bros. Discovery, Inc.

( i 3,126)

( i 7,371)

i 1,006

Net (loss) income per share available to Warner Bros. Discovery, Inc. Series A common stockholders:

Basic

( i 1.28)

( i 3.82)

i 1.55

Diluted

( i 1.28)

( i 3.82)

i 1.54

Weighted average shares outstanding:

Basic

i 2,436

i 1,940

i 588

Diluted

i 2,436

i 1,940

i 664

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,

2023

2022

2021

Net (loss) income

( i 3,079)

( i 7,297)

i 1,197

Other comprehensive income (loss):

Currency translation

Change in net unrealized gains (losses)

i 799

( i 651)

( i 290)

Less: Reclassification adjustment for net (gains) losses included in net income

i —

( i 2)

i —

Net change, net of income tax benefit (expense) of $ i 30, $( i 53) and $ i 9

i 799

( i 653)

( i 290)

Pension plans, net of income tax benefit (expense) of $( i 3), $ i 21 and $( i 1)

( i 21)

( i 26)

i 2

Derivatives

Change in net unrealized gains (losses)

i 16

i 4

i 134

Less: Reclassification adjustment for net (gains) losses included in net income

( i 12)

( i 18)

( i 25)

Net change, net of income tax benefit (expense) of $( i 2), $ i 2 and $( i 27)

i 4

( i 14)

i 109

Comprehensive (loss) income

( i 2,297)

( i 7,990)

i 1,018

Comprehensive income attributable to noncontrolling interests

( i 38)

( i 68)

( i 138)

Comprehensive income attributable to redeemable noncontrolling interests

( i 9)

( i 6)

( i 53)

Comprehensive (loss) income attributable to Warner Bros. Discovery, Inc.

( i 2,344)

( i 8,064)

i 827

The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

2023

2022

ASSETS

Current assets:

Cash and cash equivalents

i 3,780

i 3,731

Receivables, net

i 6,047

i 6,380

Prepaid expenses and other current assets

i 4,391

i 3,888

Total current assets

i 14,218

i 13,999

Film and television content rights and games

i 21,229

i 26,652

Property and equipment, net

i 5,957

i 5,301

Goodwill

i 34,969

i 34,438

Intangible assets, net

i 38,285

i 44,982

Other noncurrent assets

i 8,099

i 8,629

Total assets

i 122,757

i 134,001

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

i 1,260

i 1,454

Accrued liabilities

i 10,368

i 11,504

Deferred revenues

i 1,924

i 1,694

Current portion of debt

i 1,780

i 365

Total current liabilities

i 15,332

i 15,017

Noncurrent portion of debt

i 41,889

i 48,634

Deferred income taxes

i 8,736

i 11,014

Other noncurrent liabilities

i 10,328

i 10,669

Total liabilities

i 76,285

i 85,334

Commitments and contingencies (See Note 22)

Redeemable noncontrolling interests

i 165

i 318

Equity:

Warner Bros. Discovery, Inc. stockholders’ equity:

Series A common stock: $ i i 0.01 / par value; i 10,800 and i 10,800 shares authorized; i 2,669 and i 2,660 shares issued; and i 2,439 and i 2,430 shares outstanding

i 27

Preferred stock: $ i i 0.01 / par value; i 1,200 and i 1,200 shares authorized, i i i i 0 / / / shares issued and outstanding

i —

Additional paid-in capital

i 55,112

i 54,630

Treasury stock, at cost: i 230 and i 230 shares

( i 8,244)

(Accumulated deficit) retained earnings

( i 928)

i 2,205

Accumulated other comprehensive loss

( i 741)

( i 1,523)

Total Warner Bros. Discovery, Inc. stockholders’ equity

i 45,226

i 47,095

Noncontrolling interests

i 1,081

i 1,254

Total equity

i 46,307

i 48,349

Total liabilities and equity

i 122,757

i 134,001

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,

2023

2022

2021

Operating Activities

Net (loss) income

( i 3,079)

( i 7,297)

i 1,197

Adjustments to reconcile net income to cash provided by operating activities:

Content rights amortization and impairment

i 16,024

i 14,161

i 3,501

Content restructuring impairments and write-offs

i 115

i 2,808

i —

Depreciation and amortization

i 7,985

i 7,193

i 1,582

Deferred income taxes

( i 2,344)

( i 2,842)

( i 511)

Preferred stock conversion premium

i —

i 789

i —

Equity in losses of equity method investee companies and cash distributions

i 157

i 211

i 63

Share-based compensation expense

i 500

i 412

i 178

Impairments and loss (gain) on dispositions

i —

i 116

( i 71)

(Gain) loss from derivative instruments, net

( i 151)

( i 501)

i 49

Gain on sale of investments

i —

( i 199)

( i 19)

Other, net

i 259

i 435

i 66

Changes in operating assets and liabilities, net of acquisitions and dispositions:

Receivables, net

i 312

i 181

i 47

Film and television content rights, games and payables, net

( i 12,305)

( i 12,562)

( i 3,381)

Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities

( i 820)

i 1,529

i 185

Foreign currency, prepaid expenses and other assets, net

i 824

( i 130)

( i 88)

Cash provided by operating activities

i 7,477

i 4,304

i 2,798

Investing Activities

Purchases of property and equipment

( i 1,316)

( i 987)

( i 373)

Cash (used for) acquired from business acquisitions and working capital settlement

( i 50)

i 3,612

( i 2)

Purchases of investments

i —

( i 103)

Investments in and advances to equity investments

( i 112)

( i 168)

( i 184)

Proceeds from sales and maturities of investments

i —

i 306

i 599

Proceeds from (payments for) derivative instruments, net

i 121

i 752

( i 86)

Other investing activities, net

i 98

i 9

i 93

Cash (used in) provided by investing activities

( i 1,259)

i 3,524

( i 56)

Financing Activities

Principal repayments of term loans

( i 4,000)

( i 6,000)

i —

Principal repayments of debt, including premiums to par value and discount payment

( i 2,860)

( i 1,315)

( i 574)

Borrowings from debt, net of discount and issuance costs

i 1,496

i —

Repayments under revolving credit facility

( i 1,350)

( i 125)

i —

Borrowings under revolving credit facility

i 1,350

i 125

i —

Distributions to noncontrolling interests and redeemable noncontrolling interests

( i 301)

( i 300)

( i 251)

Purchase of redeemable noncontrolling interest

( i 49)

i —

Borrowings under commercial paper program

i 3,857

i 2,268

i —

Repayments under commercial paper program

( i 3,864)

( i 2,270)

i —

Other financing activities, net

( i 116)

( i 125)

( i 28)

Cash used in financing activities

( i 5,837)

( i 7,742)

( i 853)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

i 8

( i 61)

( i 106)

Net change in cash, cash equivalents, and restricted cash

i 389

i 25

i 1,783

Cash, cash equivalents, and restricted cash, beginning of period

i 3,930

i 3,905

i 2,122

Cash, cash equivalents, and restricted cash, end of period

i 4,319

i 3,930

i 3,905

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
Other
Comprehensive
Loss

Warner Bros. Discovery,
Inc.
Stockholders’
Equity

Noncontrolling
Interests

Total
Equity

Par Value

December 31, 2020

i 13

—

i 717

i 7

—

i 10,809

( i 8,244)

i 8,543

( i 651)

i 10,464

i 1,536

i 12,000

Net income available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests

—

i 1,006

—

i 1,006

i 138

i 1,144

Other comprehensive loss

—

( i 179)

—

( i 179)

Share-based compensation

—

i 158

—

i 158

—

i 158

Preferred stock conversion

( i 1)

—

i 11

—

Tax settlements associated with share-based plans

—

( i 71)

—

( i 71)

—

( i 71)

Dividends paid to noncontrolling interests

—

( i 240)

Issuance of stock in connection with share-based plans

—

i 8

—

i 198

—

i 198

—

i 198

Redeemable noncontrolling interest adjustments to redemption value

—

( i 8)

—

i 31

—

i 23

—

i 23

December 31, 2021

i 12

—

i 736

i 7

—

i 11,086

( i 8,244)

i 9,580

( i 830)

i 11,599

i 1,434

i 13,033

Net (loss) income available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests

—

( i 7,371)

—

( i 7,371)

i 68

( i 7,303)

Other comprehensive loss

—

( i 693)

—

( i 693)

Share-based compensation

—

i 399

—

i 399

—

i 399

Conversion and issuance of common stock and noncontrolling interest in connection with the acquisition of the WarnerMedia Business

( i 12)

—

( i 739)

( i 7)

i 2,658

i 27

i 43,173

—

i 43,193

i 2

i 43,195

Tax settlements associated with share-based plans

—

( i 54)

—

( i 54)

—

( i 54)

Dividends paid to noncontrolling interests

—

( i 250)

Issuance of stock in connection with share-based plans

—

i 3

—

i 2

—

i 26

—

i 26

—

i 26

Redeemable noncontrolling interest adjustments to redemption value

—

( i 4)

—

( i 4)

—

( i 4)

i —

—

i 2,660

i 27

i 54,630

( i 8,244)

i 2,205

( i 1,523)

i 47,095

i 1,254

i 48,349

Net (loss) income available to Warner Bros. Discovery, Inc. and attributable to noncontrolling interests

—

( i 3,126)

—

( i 3,126)

i 38

( i 3,088)

Other comprehensive income

—

i 782

—

i 782

Share-based compensation

—

i 452

—

i 452

—

i 452

Reclassification of redeemable noncontrolling interest to noncontrolling interest and change in noncontrolling interest ownership (See Note 19)

—

i 2

—

i 2

i 60

i 62

Tax settlements associated with share-based plans

—

( i 70)

—

( i 70)

—

( i 70)

Redemption of redeemable noncontrolling interest

—

i 73

—

i 73

—

i 73

WARNER BROS. DISCOVERY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(in millions)

Dividends paid to noncontrolling interests

—

( i 271)

Issuance of stock in connection with share-based plans

—

i 9

—

i 26

—

i 26

—

i 26

Redeemable noncontrolling interest adjustments to redemption value

—

i 1

—

( i 5)

—

( i 4)

—

( i 4)

Other adjustments to stockholders' equity

—

( i 2)

—

( i 2)

—

( i 4)

—

( i 4)

—

i 2,669

i 27

i 55,112

( i 8,244)

( i 928)

( i 741)

i 45,226

i 1,081

i 46,307

The accompanying notes are an integral part of these consolidated financial statements.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. i DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

As of December 31, 2023, we classified our operations in i three reportable segments:

•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.

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, WarnerMedia Holdings, Inc. (“WMH”) distributed $ i 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 $ i 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 $ i 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 i 71% of the combined Company and the Company’s pre-Merger shareholders continued to own i 29% of the combined Company, in each case on a fully diluted basis.

Labor Disruption

The Writers Guild of America (“WGA”) and Screen Actors Guild-American Federation of Television and Radio Artists (“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. 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.

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. i 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 (expense) income, 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 $ i 5,500 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

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 i 10 years from the date of the film’s initial release. For television programs, the ultimate period does not exceed i 10 years from delivery of the first episode, or, if still in production, i five years from delivery of the most recent episode, if later. For games, the ultimate period does not exceed i 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, number of views 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 basis (or per-play basis, if greater, for certain programming on the Company’s ad-supported networks), or accelerated basis for licensed original programs. 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.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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 (expense) income, 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 (expense) income, 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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.

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 maintains defined benefit pension plans covering certain U.S. employees and several non-U.S. pension plans. 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 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. The Company typically performs a quantitative impairment test 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; 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. Equity method investments are written down to fair value if there is evidence of a loss in value that is other-than-temporary. The Company may estimate the fair value of its equity method investments by considering recent investee equity transactions, DCF analysis, recent operating results, comparable public company operating cash flow multiples and, in certain situations, balance sheet liquidation values. If the fair value of the investment has dropped below its carrying amount, management considers several factors when determining whether an other-than-temporary decline has occurred, such as the length of the time and the extent to which the estimated fair value or market value has been below the carrying value, the financial condition and the near-term prospects of the investee, the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value, and general market conditions. 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.

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 (expense) income, 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 variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”);

•a hedge of net investments in foreign operations (“net investment hedge”);

•a hedge of the 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

Content

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 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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 vest over i one year based on continuous service and the attainment of qualitative and quantitative performance targets. The number of PRSUs that vest typically ranges from i 0% to i 100% based on a sliding scale where achieving or exceeding the performance target will result in i 100% of the PRSUs vesting and achieving i 70% or less of the target will result in i 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 i 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 executive 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 i 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 retirement or after reaching a specified age and years of service.

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. Stock options vest ratably over i four years from the grant date based on continuous service and expire i seven years from the date of grant. Stock option awards generally provide for accelerated vesting upon retirement or after reaching a specified age and years of service. 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.

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 i 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. Advertising costs paid to third parties totaled $ i 2,428 million, $ i 2,519 million and $ i 1,247 million for years ended December 31, 2023, 2022 and 2021, 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 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, the Company reflects in the consolidated statements of operations either a charge or benefit to cost of revenues, excluding depreciation and amortization to reflect 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, based on the terms of the arrangement. 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.

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 year ended December 31, 2023. No amounts were recorded pursuant to the loss cap during the year ended December 31, 2022 since the 2022 cap was finalized prior to the Merger. 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.

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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 $ i 393 million and $ i 276 million were recorded in cost of revenues, excluding depreciation and amortization for the years ended December 31, 2023 and 2022, 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 uncertain tax positions 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. There is significant judgment involved in determining the amount of reserve and whether positions taken on the Company’s tax returns are more likely than not to be sustained, which involve 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 tax reserve estimates 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 uncertain tax positions 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 uncertain tax positions 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 2023, 2022 or 2021. The Company had two customers that represented more than 10% of distribution revenue in 2023, which in aggregate totaled i 24%. As of December 31, 2023 and 2022, 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. The Company also has cash posted as collateral related to the Company’s revolving receivables program. As of December 31, 2023, the Company had posted $ i 539 million of collateral under these arrangements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting and Reporting Pronouncements Adopted

Supplier Finance Programs

In September 2022, the Financial Accounting Standards Board (“FASB”) issued guidance updating the disclosure requirements for supplier finance program obligations. This guidance provides specific authoritative guidance for disclosure of supplier finance programs, including key terms of such programs, amounts outstanding, and where the obligations are presented in the statement of financial position. The Company adopted the guidance effective January 1, 2023 and has provided the required disclosures in Note 18.

Accounting and Reporting Pronouncements Not Yet 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. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact this guidance will have on its disclosures.

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 is currently evaluating the impact this guidance will have on its disclosures.

NOTE 3. i 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 i i i 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 i 13.1135 and i 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 $ i 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 i 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 $ i 2 billion upon completion of its existing $ i 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, 2023, 2022 and 2021, the Company did i i i no / / t 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 i 3 million and i 229 million shares of Discovery Series A and Discovery Series C common stock, respectively, for the aggregate purchase price of $ i 171 million and $ i 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.

i i i

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,

2023

2022

2021

Numerator:

Net (loss) income

( i 3,079)

( i 7,297)

i 1,197

Less:

Allocation of undistributed income to Series A-1 convertible preferred stock

i —

( i 49)

( i 110)

Net income attributable to noncontrolling interests

( i 38)

( i 68)

( i 138)

Net income attributable to redeemable noncontrolling interests

( i 9)

( i 6)

( i 53)

Redeemable noncontrolling interest adjustments of carrying value to redemption value (redemption value does not equal fair value)

i —

i 16

Net (loss) income allocated to Warner Bros. Discovery, Inc. Series A common stockholders for basic and diluted net (loss) income per share

( i 3,126)

( i 7,420)

i 912

Add:

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

i —

i 110

Net (loss) income allocated to Warner Bros. Discovery, Inc. Series A common stockholders for diluted net (loss) income per share

( i 3,126)

( i 7,420)

i 1,022

Denominator — weighted average:

Common shares outstanding — basic

i 2,436

i 1,940

i 588

Impact of assumed preferred stock conversion

i —

i 71

Dilutive effect of share-based awards

i —

i 5

Common shares outstanding — diluted

i 2,436

i 1,940

i 664

Basic net (loss) income per share allocated to common stockholders

( i 1.28)

( i 3.82)

i 1.55

Diluted net (loss) income per share allocated to common stockholders

( i 1.28)

( i 3.82)

i 1.54

/ / / i

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,

2023

2022

2021

Anti-dilutive share-based awards

i 69

i 49

i 17

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. i 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 i 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.

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)	$	i 42,309
Estimated fair value of share-based compensation awards attributable to pre-combination services (2)	i 94
Settlement of preexisting relationships (3)	( i 27)
Purchase consideration	$	i 42,376

(1) The fair value of WBD common stock issued to AT&T shareholders represents approximately i 1,732 million shares of WBD common stock multiplied by the closing share price for Discovery Series A common stock of $ i 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 i 71%/ i 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 i ten trading days prior to the Closing Date and the volume-weighted average per share closing price of WBD common stock on the i 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. i 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 $ i 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.

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 has been allocated to the Studios, Networks and DTC reportable segments in the amounts of $ i 9,308 million, $ i 7,074 million and $ i 5,727 million, respectively, and is not deductible for tax purposes.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $ i 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. i 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

i 2,419

( i 10)

i 2,409

Accounts receivable

i 4,224

( i 60)

i 4,164

Other current assets

i 4,619

( i 133)

i 4,486

Film and television content rights and games

i 28,729

( i 344)

i 28,385

Property and equipment

i 4,260

i 13

i 4,273

Goodwill

i 21,513

i 596

i 22,109

Intangible assets

i 44,889

i 100

i 44,989

Other noncurrent assets

i 5,206

i 283

i 5,489

Current liabilities

( i 10,544)

i 12

( i 10,532)

Debt assumed

( i 41,671)

( i 9)

( i 41,680)

Deferred income taxes

( i 13,264)

i 492

( i 12,772)

Other noncurrent liabilities

( i 8,004)

( i 940)

( i 8,944)

Total consideration paid

i 42,376

i —

i 42,376

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

i 21,084

i 34

Affiliate, advertising and subscriber relationships

i 14,800

i 6

Franchises

i 7,900

i 35

Other intangible assets

i 1,205

Total intangible assets acquired

i 44,989

The Company incurred acquisition-related costs of $ i 162 million and $ i 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 statement 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 $ i 789 million and was recorded as a transaction expense in selling, general and administrative expense upon the closing of the Merger. (See Note 3.)

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. i The following table presents WM revenue and earnings as reported within the consolidated financial statements (in millions).


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

i 43,095

Net loss available to Warner Bros. Discovery, Inc.

( i 5,359)

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 i 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 i 65% of BluTV for $ i 50 million.

Dispositions

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

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

Also, in September 2022, the Company sold i 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 i no cash consideration exchanged in the transaction. The Company recorded an immaterial gain and retained a i 12.5% ownership interest in The CW Network, which is accounted for as an equity method investment.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 5. i GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

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

U.S.
Networks

International
Networks

Studios

Networks

DTC

Total

December 31, 2021

i 10,813

i 2,099

i —

i 12,912

Segment recast

( i 10,813)

( i 2,059)

i —

i 10,555

i 2,317

i —

Acquisitions (See Note 4)

i —

i 9,047

i 7,081

i 5,618

i 21,746

Foreign currency translation and other adjustments

i —

( i 40)

( i 84)

( i 79)

( i 17)

( i 220)

i —

i 8,963

i 17,557

i 7,918

i 34,438

Acquisitions (See Note 4)

i —

i 245

( i 24)

i 127

i 348

Foreign currency translation and other adjustments

i —

i 64

i 97

i 22

i 183

i —

i 9,272

i 17,630

i 8,067

i 34,969

The carrying amount of goodwill at the Networks segment included accumulated impairments of $ i i 1.6 / billion as of December 31, 2023 and 2022. The Studios and DTC segments did i i i i not / / / include any accumulated impairments as of December 31, 2023 and 2022.

Intangible Assets

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

Weighted
Average
Amortization
Period (Years)

Gross

Accumulated
Amortization

Net

Gross

Accumulated
Amortization

Net

Trademarks and trade names

i 32

i 22,935

( i 2,688)

i 20,247

i 22,876

( i 1,494)

i 21,382

Affiliate, advertising and subscriber relationships

i 8

i 24,335

( i 14,730)

i 9,605

i 24,136

( i 9,458)

i 14,678

Franchises

i 35

i 7,900

( i 426)

i 7,474

i 7,900

( i 164)

i 7,736

Character rights

i 14

i 995

( i 125)

i 870

i 995

( i 53)

i 942

Other

i 6

i 591

( i 502)

i 89

i 568

( i 324)

i 244

Total

i 56,756

( i 18,471)

i 38,285

i 56,475

( i 11,493)

i 44,982

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 $ i 6.9 billion, $ i 6.2 billion and $ i 1.3 billion for the years ended December 31, 2023, 2022 and 2021, respectively.

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 $ i 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).


	2024		2025		2026		2027		2028		Thereafter
Amortization expense	$	i 5,757	$	i 4,245	$	i 3,122	$	i 2,369	$	i 1,782	$	i 21,010

Impairment Analysis

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.

2023 Impairment Analysis

2022 Impairment Analysis

For the 2022 annual impairment test, the Company performed a quantitative goodwill impairment assessment for all reporting units consistent with the Company’s accounting policy. The estimated fair value of each reporting unit exceeded its carrying value and, therefore, i no impairment was recorded.

2021 Impairment Analysis

For the 2021 annual impairment test, the Company performed a qualitative goodwill impairment assessment for all reporting units and determined that it was more likely than not that the fair value of those reporting units exceeded their carrying values, therefore, no quantitative goodwill impairment analysis was performed.

NOTE 6. i RESTRUCTURING AND OTHER CHARGES

In connection with the Merger, the Company has announced and has taken actions to implement projects to achieve cost synergies for the Company. The Company finalized the framework supporting its ongoing restructuring and transformation initiatives during the year ended December 31, 2022, 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 restructuring program is expected to be substantially completed by the end of 2024. The Company also initiated a strategic realignment plan associated with its Warner Bros. Pictures Animation group during the year ended December 31, 2023.

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

Year Ended December 31,

2023

2022

2021

Studios

i 225

i 1,050

i —

Networks

i 201

i 1,003

i 30

DTC

i 66

i 1,551

i 2

Corporate and inter-segment eliminations

i 93

i 153

i —

Total restructuring and other charges

i 585

i 3,757

i 32

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

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $ i 3,133 million. In addition, there were restructuring charges related to organization restructuring of $ i 607 million and facility consolidation activities and other contract terminations of $ i 17 million.

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

Studios

Networks

DTC

Corporate and Inter-Segment Eliminations

Total

December 31, 2021 (a)

i —

i 15

i —

i 4

i 19

Acquisitions (See Note 4 )

i 40

i —

i 14

i 55

i 109

Contract termination accruals, net

i 36

i 168

i 121

i —

i 325

Employee termination accruals, net

i 114

i 213

i 87

i 184

i 598

Cash paid

( i 34)

( i 35)

( i 34)

( i 84)

( i 187)

i 156

i 361

i 188

i 159

i 864

Contract termination accruals, net

i 48

i 16

i 8

i 15

i 87

Employee termination accruals, net

i 47

i 175

i 60

i 78

i 360

Other accruals

i —

i 2

i —

i 2

Cash paid

( i 153)

( i 352)

( i 176)

( i 172)

( i 853)

i 98

i 202

i 80

i 460

(a) Prior period balances have been recast to conform to the current period presentation as a result of the Merger and segment recast.

NOTE 7. i REVENUES

Disaggregated Revenue

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

Year Ended December 31, 2023

Studios

Networks

DTC

Corporate and Inter-segment Eliminations

Total

Revenues:

Distribution

i 17

i 11,521

i 8,703

( i 4)

i 20,237

Advertising

i 15

i 8,342

i 548

( i 205)

i 8,700

Content

i 11,358

i 1,005

i 886

( i 2,046)

i 11,203

Other

i 802

i 376

i 17

( i 14)

i 1,181

Totals

i 12,192

i 21,244

i 10,154

( i 2,269)

i 41,321

Year Ended December 31, 2022

Studios

Networks

DTC

Corporate and Inter-segment Eliminations

Total

Revenues:

Distribution

i 12

i 9,759

i 6,371

i —

i 16,142

Advertising

i 15

i 8,224

i 371

( i 86)

i 8,524

Content

i 9,156

i 1,120

i 522

( i 2,438)

i 8,360

Other

i 548

i 245

i 10

( i 12)

i 791

Totals

i 9,731

i 19,348

i 7,274

( i 2,536)

i 33,817

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2021

Studios

Networks

DTC

Corporate and Inter-segment Eliminations

Total

Revenues:

Distribution

i —

i 4,486

i 716

i —

i 5,202

Advertising

i —

i 6,063

i 131

i —

i 6,194

Content

i 20

i 706

i 11

i —

i 737

Other

i —

i 56

i 2

i —

i 58

Totals

i 20

i 11,311

i 860

i —

i 12,191

Accounts Receivable and Credit Losses

The allowance for credit losses was not material at December 31, 2023 and 2022.

Contract Assets and Liabilities

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

Category

Balance Sheet Location

Contract liabilities

Deferred revenues

i 1,924

i 1,694

Contract liabilities

Other noncurrent liabilities

i 160

i 361

The change in deferred revenue for the year ended December 31, 2023 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 $ i 1,354 million of revenues recognized that were included in the deferred revenue balance at December 31, 2022. Revenue recognized for the year ended December 31, 2022 related to the deferred revenue balance at December 31, 2021 was $ i 411 million. Contract assets were not material as of December 31, 2023 and 2022.

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 on a monthly basis 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

Duration

Distribution - fixed price or minimum guarantee

i 3,513

Through 2031

Content licensing and sports sublicensing

i 5,361

Through 2030

Brand licensing

i 2,264

Through 2043

Advertising

i 892

Through 2027

Total

i 12,030

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 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. i SALES OF RECEIVABLES

Revolving Receivables Program

During 2023, the Company amended its revolving receivables program to reduce the facility limit to $ i 5,500 million and extend the program to August 2024. The Company’s bankruptcy-remote consolidated subsidiary held $ i 3,088 million of pledged receivables as of December 31, 2023 in connection with the Company’s revolving receivables program. For the years ended December 31, 2023 and 2022, the Company recognized $ i 79 million and $ i 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 2023). (See Note 13.) The outstanding portfolio of receivables derecognized from our consolidated balance sheets was $ i 5,200 million and $ i 5,366 million as of December 31, 2023 and 2022, respectively.

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


	Year Ended December 31,
	2023		2022
Gross receivables sold/cash proceeds received	$	i 13,340	$	i 9,857
Collections reinvested under revolving agreement	( i 13,506)		( i 10,491)
Net cash proceeds remitted	$	( i 166)	$	( i 634)
Net receivables sold	$	i 13,178	$	i 9,797
Obligations recorded	$	i 405	$	i 377

/ i

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


	December 31, 2023		December 31, 2022
Gross receivables pledged as collateral	$	i 3,088	$	i 3,468
Restricted cash pledged as collateral	$	i 500	$	i 150
Balance sheet classification:
Receivables, net	$	i 2,780	$	i 3,015
Prepaid expenses and other current assets	$	i 500	$	i 150
Other noncurrent assets	$	i 308	$	i 453

Accounts Receivable Factoring

Total trade accounts receivable sold under the Company’s factoring arrangement was $ i 383 million and $ i 477 million for the years ended December 31, 2023 and 2022, respectively. The impact to the consolidated statements of operations was immaterial for the years ended December 31, 2023 and 2022. This accounts receivable factoring agreement is separate and distinct from the revolving receivables program.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. i 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 prior year presentation has been recast to conform to the current period’s presentation. i The table below presents the components of content rights (in millions).

Predominantly Monetized Individually

Predominantly Monetized as a Group

Total

Theatrical film production costs:

Released, less amortization

i 2,823

i —

i 2,823

Completed and not released

i 107

i —

i 107

In production and other

i 1,300

i —

i 1,300

Television production costs:

Released, less amortization

i 1,471

i 5,317

i 6,788

Completed and not released

i 380

i 606

i 986

In production and other

i 417

i 2,624

i 3,041

Total theatrical film and television production costs

i 6,498

i 8,547

i 15,045

Licensed content and advances, net

i 4,519

Live programming and advances, net

i 1,943

Game development costs, less amortization

i 565

Total film and television content rights and games

i 22,072

Less: Current content rights and prepaid license fees, net

( i 843)

Total noncurrent film and television content rights and games

i 21,229

Predominantly Monetized Individually

Predominantly Monetized as a Group

Total

Theatrical film production costs:

Released, less amortization

i 3,544

i —

i 3,544

Completed and not released

i 507

i —

i 507

In production and other

i 1,795

i —

i 1,795

Television production costs:

Released, less amortization

i 2,200

i 6,143

i 8,343

Completed and not released

i 939

i 401

i 1,340

In production and other

i 457

i 3,386

i 3,843

Total theatrical film and television production costs

i 9,442

i 9,930

i 19,372

Licensed content and advances, net

i 4,961

Live programming and advances, net

i 2,214

Game development costs, less amortization

i 650

Total film and television content rights and games

i 27,197

Less: Current content rights and prepaid license fees, net

( i 545)

Total noncurrent film and television content rights and games

i 26,652

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Content amortization consisted of the following (in millions).


	Year Ended December 31,
	2023		2022		2021

Predominantly monetized individually	$	i 5,165	$	i 5,175	$	i 541




Predominantly monetized as a group	i 10,648		i 8,935		i 2,955


Total content amortization	$	i 15,813	$	i 14,110	$	i 3,496

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, 2023, total content impairments were $ i 326 million, of which content impairments and other content development costs and write-offs of $ i 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 $ i 2,807 million. Content impairments of $ i 2,756 million and content development write-offs of $ i 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.) i No content impairments were recorded as a component of restructuring for the year ended December 31, 2021.

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, 2023 (in millions).

Year Ending December 31,

2024

2025

2026

Released investment in films and television content:

Monetized individually

i 1,712

i 868

i 600

Monetized as a group

i 2,483

i 1,242

i 774

Licensed content and advances

i 1,751

i 813

i 524

Live programming and advances

i 1,258

i 471

i 34

Games

i 87

i 16

i —

Completed and not released investment in films and television content:

Monetized individually

i 411

Monetized as a group

i 238

At December 31, 2023, acquired film and television libraries are being amortized using straight-line or other accelerated amortization methods through 2033.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10. i 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

Equity method investments:

The Chernin Group (TCG) 2.0-A, LP

Other noncurrent assets

i 44%

i 249

i 313

nC+

Other noncurrent assets

i 32%

i 142

i 135

TNT Sports

Other noncurrent assets

i 50%

i 102

i 96

Other

Other noncurrent assets

i 503

i 518

Total equity method investments

i 996

i 1,062

Investments with readily determinable fair values

Other noncurrent assets

i 53

i 28

Investments without readily determinable fair values

Other noncurrent assets (a)

i 438

i 498

Total investments

i 1,487

i 1,588

(a) Investments without readily determinable fair values included $ i 17 million as of December 31, 2023 and $ i 10 million as of December 31, 2022 that were included in prepaid expenses and other current assets.

Equity Method Investments

During the year ended December 31, 2022, the Company entered into an agreement with British Telecommunications Plc (“BT”) to form a 50:50 joint venture to create a new premium sports offering for the United Kingdom and Ireland. The Company has determined the joint venture is a VIE and accounts for its investment in the joint venture as an equity method investment. Additionally, the Company has a call option to obtain the remaining i i 50 / % equity interest in September 2024 and September 2026, at the then fair market value plus the expected earnings that BT would have received in the i two years following the call option. As of December 31, 2023, the carrying value of the joint venture was $ i 102 million.

As of December 31, 2023, 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 $ i 734 million. The Company’s maximum estimated exposure excludes the non-contractual future funding of VIEs. The aggregate carrying values of these VIE investments were $ i 697 million and $ i 720 million as of December 31, 2023 and 2022, respectively. The Company recognized its portion of VIE operating results with losses of $ i 75 million, $ i 87 million, and $ i 35 million for the years ended December 31, 2023, 2022 and 2021, respectively, in loss from equity investees, net, on the consolidated statements of operations.

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

During 2023, the Company concluded that its other equity method investments without readily determinable fair values had decreased $ i 73 million in fair value as a result of observable price changes in orderly transactions for the identical or similar investment of the same issuer. The decrease in fair value as a result of observable price change is recorded in other (expense) income, net on the consolidated statements of operations. (See Note 18.) As of December 31, 2023, the Company had recorded cumulative impairments of $ i 238 million for its equity method investments without readily determinable fair values.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. i DEBT

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

December 31,

Weighted-Average
Interest Rate as of
December 31, 2023

2023

2022

Term loans with maturities of 3 years or less

i —

i 4,000

Floating rate senior notes with maturities of 5 years or less

i 7.13

i 40

i 500

Senior notes with maturities of 5 years or less

i 4.00

i 13,664

i 12,759

Senior notes with maturities between 5 and 10 years

i 4.28

i 8,607

i 10,373

Senior notes with maturities greater than 10 years

i 5.11

i 21,644

Total debt

i 43,955

i 49,276

Unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting, net

( i 286)

( i 277)

Debt, net of unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting

i 43,669

i 48,999

Current portion of debt

( i 1,780)

( i 365)

Noncurrent portion of debt

i 41,889

i 48,634

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

During the year ended December 31, 2023, the Company also repaid $ i 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 $ i 42 million of aggregate principal amount outstanding of its senior notes due December 2023, $ i 178 million of aggregate principal amount outstanding of its senior notes due September 2023, and $ i 106 million of aggregate principal amount outstanding of its senior notes due February 2023; and completed open market purchases for $ i 183 million of aggregate principal amount outstanding of its senior notes.

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

During the year ended December 31, 2022, the Company repaid $ i 6.0 billion of aggregate principal amount outstanding of its term loans prior to the due dates of October 2023 and April 2025 and repaid in full at maturity $ i 327 million of aggregate principal amount outstanding of its i 2.375% Euro Denominated Senior Notes due March 2022. In addition, the Company redeemed in full and prior to maturity all $ i 192 million of aggregate principal amount outstanding of its i 3.250% senior notes due in 2023 and all $ i 796 million of aggregate principal amount outstanding of its i 2.950% senior notes due 2023 (collectively the “2023 Notes”). The 2023 Notes were redeemed in December 2022 for an aggregate redemption price of $ i 988 million, plus accrued interest.

The redemptions during 2023 and 2022 resulted in an immaterial gain on extinguishment of debt. (See Note 18.)

As of December 31, 2023, all senior notes are fully and unconditionally guaranteed by the Company, Scripps Networks Interactive, Inc. (“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 $ i 1.1 billion of senior notes of the legacy WarnerMedia Business assumed by the Company in connection with the Merger and $ i 23 million of un-exchanged senior notes issued by Scripps Networks.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revolving Credit Facility and Commercial Paper Programs

The Company has a multicurrency revolving credit agreement (the “Revolving Credit Agreement”) and has the capacity to borrow up to $ i 6.0 billion under the Revolving Credit Agreement (the “Credit Facility”). The Revolving Credit Agreement includes a $ i 150 million sublimit for the issuance of standby letters of credit. The Company may also request additional commitments up to $ i 1.0 billion from the lenders upon the satisfaction of certain conditions. Obligations under the Revolving Credit Agreement are unsecured and are fully and unconditionally guaranteed by the Company, Scripps Networks, and WMH. The Credit Facility will be available on a revolving basis until June 2026, with an option for up to i two additional i 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 $ i 1.5 billion, including up to $ i 500 million of euro-denominated borrowings. Borrowing capacity under the Credit Facility is effectively reduced by any outstanding borrowings under the commercial paper program.

As of December 31, 2023 and 2022, the Company had i i no / outstanding borrowings under the Credit Facility or the commercial paper program.

Credit Agreement Financial Covenants

The Revolving Credit Agreement includes financial covenants that require the Company to maintain a minimum consolidated interest coverage ratio of i 3.00 to 1.00 and a maximum adjusted consolidated leverage ratio of i 5.75 to 1.00 following the closing of the Merger, with step-downs to i 5.00 to 1.00 and i 4.50 to 1.00 upon completion of the first full quarter following the first and second anniversaries of the closing, respectively. As of December 31, 2023, DCL and WMH were in compliance with all covenants and there were no events of default under the Revolving 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, 2023 (in millions).


	2024		2025		2026		2027		2028		Thereafter
Long-term debt repayments	$	i 1,781	$	i 3,147	$	i 2,289	$	i 4,719	$	i 1,767	$	i 30,250
Interest payments	$	i 2,007	$	i 1,904	$	i 1,778	$	i 1,634	$	i 1,510	$	i 24,344

NOTE 12. i i LEASES /

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

2023

2022

Operating Leases

Location on Balance Sheet

Operating lease right-of-use assets

Other noncurrent assets

i 3,074

i 3,189

Operating lease liabilities (current)

Accrued liabilities

i 332

i 345

Operating lease liabilities (noncurrent)

Other noncurrent liabilities

i 3,019

i 2,990

Total operating lease liabilities

i 3,351

i 3,335

Finance Leases

Finance lease right-of-use assets

Property and equipment, net

i 249

i 244

Finance lease liabilities (current)

Accrued liabilities

i 74

i 82

Finance lease liabilities (noncurrent)

Other noncurrent liabilities

i 191

i 186

Total finance lease liabilities

i 265

i 268

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental information related to leases was as follows.

2023

2022

Weighted average remaining lease term (in years):

Operating leases

i 11

i 12

Finance leases

i 5

Weighted average discount rate

Operating leases

i 4.42

i 4.13

Finance leases

i 4.17

i 3.23

The Company’s leases have remaining lease terms of up to i 29 years, some of which include multiple options to extend the leases for up to a total of i 20 years. Most leases are not cancellable prior to their expiration.

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

Year Ended December 31,

2023

2022

Operating lease cost

i 540

i 372

Finance lease cost:

Amortization of right-of-use assets

i 85

i 78

Interest on lease liabilities

i 8

Total finance lease cost

i 93

i 86

Variable fees and other(a)

i 74

i 66

Total lease cost

i 707

i 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.

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


	Year Ended December 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	( i 501)	$	( i 360)
Operating cash flows from finance leases	$	( i 19)	$	( i 15)
Financing cash flows from finance leases	$	( i 74)	$	( i 70)

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	i 364	$	i 490
Finance leases	$	i 95	$	i 39

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

i i

Maturities of lease liabilities as of December 31, 2023 were as follows (in millions):

Operating Leases

Finance Leases

2024

i 462

i 85

2025

i 404

i 70

2026

i 377

i 56

2027

i 358

i 35

2028

i 344

i 15

Thereafter

i 2,415

i 35

Total lease payments

i 4,360

i 296

Less: Imputed interest

( i 1,009)

( i 31)

Total

i 3,351

i 265

/ /

As of December 31, 2023, the Company’s total minimum lease payments for additional leases that have not yet commenced were not material.

NOTE 13. i 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.

There were i i no / amounts eligible to be offset under master netting agreements as of December 31, 2023 and 2022. The fair value of the Company’s derivative financial instruments at December 31, 2023 and 2022 was determined using a market-based approach (Level 2). i The Company’s derivative financial instruments were reflected in the Company’s consolidated balance sheets as follows (in millions).

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

i 1,484

i 40

i 8

i 37

i 8

i 1,382

i 49

i 35

i 42

i 25

Cross-currency swaps

i —

i 482

i 3

i 58

i —

Net investment hedges: (a)

Cross-currency swaps

i 1,779

i 23

i 12

i 7

i 42

i 1,778

i 20

i 12

i —

i 73

Fair value hedges:

Interest rate swaps

i 1,500

i 7

i —

i 5

i —

No hedging designation:

Foreign exchange

i 1,058

i 1

i 83

i 976

i 5

i 1

i 3

i 96

Cross-currency swaps

i —

i 139

i 3

i —

i 3

Total return swaps

i 395

i 19

i —

i 291

i —

i 13

i —

Total

i 90

i 21

i 45

i 138

i 80

i 106

i 58

i 197

(a) Excludes € i 164 million of euro-denominated notes ($ i 174 million equivalent at December 31, 2022) designated as a net investment hedge and £ i 402 million of sterling notes re-designated as a net investment hedge in 2023 ($ i 513 million equivalent at December 31, 2023. (See Note 11.)

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Derivatives Designated for Hedge Accounting

Cash Flow Hedges

The Company is exposed to foreign currency risk related to revenues, production rebates and production expenses. As such, we have entered into foreign exchange forward contracts designated as cash flow hedges to mitigate this 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 $ i 76 million as an adjustment to other comprehensive income. The Sterling debt was subsequently re-designated as a net investment hedge effective May 2023.

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. The realized gain from these derivatives will remain in other comprehensive loss until the debt is issued during the hedging window, which extends through 2025, and interest payments are made.

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

Year Ended December 31,

2023

2022

2021

Gains (losses) recognized in accumulated other comprehensive loss:

Foreign exchange - derivative adjustments

i 23

i 7

i 57

Interest rate - derivative adjustments

i —

i 112

Gains (losses) reclassified into income from accumulated other comprehensive loss:

Foreign exchange - distribution revenue

( i 5)

( i 1)

i 4

Foreign exchange - advertising revenue

i 1

Foreign exchange - costs of revenues

i 3

i 25

i —

Foreign exchange - other (expense) income, net

i 18

i —

i 30

Interest rate - interest expense, net

( i 1)

( i 2)

Interest rate - other (expense) income, net

i 1

i —

If current fair values of designated cash flow hedges as of December 31, 2023 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 i 32 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, 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.

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 pretax 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, 2023, 2022 and 2021.

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)

2023

2022

2021

2023

2022

2021

Cross currency swaps

i 43

i 46

i 114

Interest expense, net

i 24

i 33

i 42

Foreign exchange contracts

i —

i 5

Other (expense) income, net

i —

Euro denominated notes (foreign denominated debt)

i 3

i 4

i —

N/A

i —

Sterling denominated notes (foreign denominated debt)

( i 11)

i 112

i 6

N/A

i —

Total

i 35

i 162

i 125

i 24

i 33

i 42

Fair Value Hedges

During the year ended December 31, 2023, the Company issued $ i 1.5 billion of i 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 are recorded in interest expense, net.

The following table presents fair value hedge adjustments to hedged borrowings (in millions).

Carrying Amount of
Hedged Borrowings

Cumulative Amount of Fair Value Hedging Adjustments Included in Hedged Borrowings

Balance Sheet Location

Noncurrent portion of debt

i 1,502

i —

i 2

i —

The following table presents the pretax impact of derivatives designated as fair value hedges on income, including offsetting changes in fair value of the hedged items (in millions).

Year Ended December 31,

2023

2022

(Loss) gain on changes in fair value of hedged fixed rate debt (1)

( i 2)

i —

Gain (loss) on changes in the fair value of derivative contracts (1)

i 2

i —

Total in interest expense, net

i —

(1) Accrued interest expense related to the hedged debt and derivative contracts is excluded from the amounts above and was $ i 27 million as of December 31, 2023.

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 has entered into 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 $ i 6.0 billion notional of non-designated interest rate swaps for a total realized gain of $ i 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.

Forward contracts designated as cash flow hedges are de-designated as production spend occurs or when rebate receivables are recognized. After de-designation, gains and losses on these derivatives directly impact earnings in the same line as the hedged risk.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Year Ended December 31,

2023

2022

2021

Interest rate swaps

i 63

i —

Total return swaps

i 46

i 5

i —

Total in selling, general and administrative expense

i 109

i 5

i —

Interest rate swaps

i 20

i 512

( i 2)

Cross-currency swaps

i 1

i —

i 8

Foreign exchange derivatives

i 7

( i 37)

( i 39)

Total in other (expense) income, net

i 28

i 475

( i 33)

Total

i 137

i 480

( i 33)

NOTE 14. i 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. i Assets and liabilities carried at fair value are classified in the following three categories:

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

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).

Category

Balance Sheet Location

Level 1

Level 2

Level 3

Total

Assets

Cash equivalents:

Time deposits

Cash and cash equivalents

i —

i 105

i —

i 105

Equity securities:

Money market fund

Cash and cash equivalents

i 1

i —

i 1

Mutual funds

Prepaid expenses and other current assets

i 42

i —

i 42

Company-owned life insurance contracts

Prepaid expenses and other current assets

i —

i 1

i —

i 1

Mutual funds

Other noncurrent assets

i 233

i —

i 233

Company-owned life insurance contracts

Other noncurrent assets

i —

i 97

i —

i 97

Total

i 276

i 203

i —

i 479

Liabilities

Deferred compensation plan

Accrued liabilities

i 67

i —

i 67

Deferred compensation plan

Other noncurrent liabilities

i 614

i —

i 614

Total

i 681

i —

i 681

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Category

Balance Sheet Location

Level 1

Level 2

Level 3

Total

Assets

Cash equivalents:

Time deposits

Cash and cash equivalents

i —

i 50

i —

i 50

Equity securities:

Money market funds

Cash and cash equivalents

i 20

i —

i 20

Mutual funds

Prepaid expenses and other current assets

i 14

i —

i 14

Company-owned life insurance contracts

Prepaid expenses and other current assets

i —

i 1

i —

i 1

Mutual funds

Other noncurrent assets

i 243

i —

i 243

Company-owned life insurance contracts

Other noncurrent assets

i —

i 94

i —

i 94

Time deposits

Other noncurrent assets

i —

i 8

i —

i 8

Total

i 277

i 153

i —

i 430

Liabilities

Deferred compensation plan

Accrued liabilities

i 73

i —

i 73

Deferred compensation plan

Other noncurrent liabilities

i 590

i —

i 590

Total

i 663

i —

i 663

Equity securities include money market funds, time deposits, 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, term loans, and senior notes. The carrying values for such financial instruments, other than the senior notes, each approximated their fair values as of December 31, 2023 and 2022. 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 $ i 40.5 billion and $ i 38.0 billion as of December 31, 2023 and 2022, respectively.

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. i 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, 2023, there were i 138 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,

2023

2022

2021

PRSUs

i 65

i 2

i 10

RSUs

i 375

i 337

i 110

Stock options

i 60

i 71

i 58

SARs

i —

i 2

i —

Total share-based compensation expense

i 500

i 412

i 178

Tax benefit recognized

i 97

i 79

i 29

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $ i 36 million and $ i 6 million as of December 31, 2023 and 2022, respectively. The current portion of the liability for cash-settled and other liability-classified awards was $ i 10 million and $ i 4 million as of December 31, 2023 and 2022, 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, 2022

i 0.7

i 32.80

i 0.0

i 6

Granted

i 4.0

i 15.41

Converted

( i 0.5)

i 31.09

i 7

Outstanding as of December 31, 2023

i 4.2

i 16.36

i 1.4

i 48

Vested and expected to vest as of December 31, 2023

i 4.2

i 16.36

i 1.4

i 48

Convertible as of December 31, 2023

i 0.2

i 37.41

i 0.0

i 2

As of December 31, 2023, there was $ i 53 million of unrecognized compensation cost related to PRSUs.

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, 2022

i 31.2

i 25.14

i 2.3

i 296

Granted

i 29.3

i 14.79

Vested

( i 12.8)

i 25.51

i 183

Forfeited

( i 3.7)

i 19.40

Outstanding as of December 31, 2023

i 44.0

i 18.52

i 1.3

i 501

Vested and expected to vest as of December 31, 2023

i 44.0

i 18.52

i 1.3

i 501

As of December 31, 2023, there was $ i 489 million of unrecognized compensation cost related to RSUs, of which $ i 29 million is related to cash settled RSUs. Stock settled RSUs are expected to be recognized over a weighted-average period of i 1.8 years, and cash settled RSUs are expected to be recognized over a weighted-average period of i 2.0 years.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2022

i 30.5

i 34.95

i 4.0

i —

Granted

i 2.2

i 15.02

Forfeited

( i 0.6)

i 28.22

Outstanding as of December 31, 2023

i 32.1

i 33.73

i 3.3

i —

Vested and expected to vest as of December 31, 2023

i 32.1

i 33.73

i 3.3

i —

Exercisable as of December 31, 2023

i 15.8

i 30.89

i 2.0

i —

The Company received cash payments from the exercise of stock options totaling $ i 0 million, $ i 1 million, and $ i 159 million during 2023, 2022 and 2021, respectively. As of December 31, 2023, there was $ i 114 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of i 2.7 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 2023, 2022 and 2021 were as follows.


	Year Ended December 31,
	2023		2022		2021
Risk-free interest rate	i 4.35	%	i 1.46	%	i 1.03	%
Expected term (years)	i 4.5		i 5.0		i 5.9
Expected volatility	i 54.80	%	i 42.15	%	i 42.45	%

The weighted-average grant date fair value of options granted during 2023, 2022 and 2021 was $ i 7.43, $ i 9.60 and $ i 14.08, respectively, per option. The total intrinsic value of options exercised during 2023, 2022 and 2021 was $ i 0 million, $ i 0 million and $ i 145 million, respectively.

NOTE 16. i INCOME TAXES

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


	Year Ended December 31,
	2023		2022		2021
Domestic	$	( i 4,702)	$	( i 8,747)	$	i 1,598
Foreign	i 839		( i 213)		( i 165)
(Loss) income before income taxes	$	( i 3,863)	$	( i 8,960)	$	i 1,433

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Year Ended December 31,

2023

2022

2021

Current:

Federal

i 753

i 629

i 451

State and local

i 57

i 143

i 130

Foreign

i 750

i 407

i 166

i 1,560

i 1,179

i 747

Deferred:

Federal

( i 1,845)

( i 2,367)

( i 250)

State and local

( i 548)

( i 418)

i 6

Foreign

i 49

( i 57)

( i 267)

( i 2,344)

( i 2,842)

( i 511)

Income tax (benefit) expense

( i 784)

( i 1,663)

i 236

/ i

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

Year Ended December 31,

2023

2022

2021

Pre-tax income at U.S. federal statutory income tax rate

( i 811)

i 21

( i 1,881)

i 21

i 301

i 21

State and local income taxes, net of federal tax benefit

( i 388)

i 10

( i 218)

i 3

i 108

i 7

Effect of foreign operations

i 342

( i 9)

i 246

( i 3)

i 25

i 2

Preferred stock conversion premium charge

i —

i 166

( i 2)

i —

UK Finance Act legislative change

i —

( i 155)

( i 11)

Noncontrolling interest adjustment

( i 9)

i —

( i 17)

i —

( i 40)

( i 3)

Other, net

i 82

( i 2)

i 41

i —

( i 3)

i —

Income tax (benefit) expense

( i 784)

i 20

( i 1,663)

i 19

i 236

i 16

Income tax benefit was $( i 784) million and $( i 1,663) million, and the Company’s effective tax rate was i 20% and i 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 a state uncertain tax benefit remeasurement following a multi-year tax audit agreement 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.)

Income tax (benefit) expense was $( i 1,663) million and $ i 236 million, and the Company’s effective tax rate was i 19% and i 16% for 2022 and 2021, respectively. The decrease in the tax expense for the year ended December 31, 2022, was primarily attributable to a decrease in pre-tax book income, partially 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), as well as the effect of foreign operations, including taxation and allocation of income and losses across multiple foreign jurisdictions. The decrease for the year ended December 31, 2022 was further offset by a deferred tax benefit of $ i 155 million recorded in the year ended December 31, 2021 resulting from the UK Finance Act 2021 enacted in June 2021.

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2023

2022

Deferred income tax assets:

Accounts receivable

( i 86)

( i 78)

Tax attribute carry-forward

i 2,908

i 2,557

Accrued liabilities and other

i 1,770

i 1,274

Total deferred income tax assets

i 4,592

i 3,753

Valuation allowance

( i 2,191)

( i 1,849)

Net deferred income tax assets

i 2,401

i 1,904

Deferred income tax liabilities:

Intangible assets

( i 7,988)

( i 9,509)

Content rights

( i 685)

( i 1,389)

Equity method and other investments in partnerships

( i 411)

( i 522)

Other

( i 1,356)

( i 809)

Total deferred income tax liabilities

( i 10,440)

( i 12,229)

Net deferred income tax liabilities

( i 8,039)

( i 10,325)

As of December 31, 2023, the company maintains a valuation allowance of $ i 2,191 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).

2023

2022

Noncurrent deferred income tax assets (included within other noncurrent assets)

i 697

i 689

Deferred income tax liabilities

( i 8,736)

( i 11,014)

Net deferred income tax liabilities

( i 8,039)

( i 10,325)

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

Federal

State

Foreign

Loss carry-forwards

i 53

i 1,640

i 8,636

Deferred tax asset related to loss carry-forwards

i 11

i 93

i 2,131

Valuation allowance against loss carry-forwards

( i 6)

( i 64)

( i 1,652)

Earliest expiration date of loss carry-forwards

2028

2024

100

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,

2023

2022

2021

Beginning balance

i 1,929

i 420

i 348

Additions based on tax positions related to the current year

i 147

i 302

i 68

Additions for tax positions of prior years

i 195

i 35

i 64

Additions for tax positions acquired in business combinations

i 247

i 1,353

i —

Reductions for tax positions of prior years

( i 275)

( i 114)

( i 27)

Settlements

( i 46)

( i 20)

( i 5)

Reductions due to lapse of statutes of limitations

( i 62)

( i 34)

( i 25)

Changes due to foreign currency exchange rates

i 12

( i 13)

( i 3)

Ending balance

i 2,147

i 1,929

i 420

The balances as of December 31, 2023, 2022, and 2021 included $ i 2,147 million, $ i 1,929 million, and $ i 420 million, respectively, of unrecognized tax benefits that, if recognized, 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 uncertain tax positions in the table above.

It is reasonably possible that the total amount of unrecognized tax benefits related to certain of the Company’s uncertain tax positions could decrease by as much as $ i 84 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, 2023, 2022, and 2021, the Company had accrued approximately $ i 571 million, $ i 413 million, and $ i 60 million, respectively, of total interest and penalties payable related to unrecognized tax benefits. The increase in the accrual for interest and penalties payable at December 31, 2023 includes interest and penalty accruals recorded in 2023 through purchase price accounting related to the Merger. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

NOTE 17. i RETIREMENT SAVINGS PLANS

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

Defined Contribution Plans

Eligible employees may contribute a portion of their compensation to the plans, which may be subject to certain statutory limitations. For these plans, the Company also makes contributions, including discretionary contributions, subject to plan provisions, which vest immediately. The Company made total contributions of $ i 210 million, $ i 188 million, and $ i 50 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company’s contributions were recorded in cost of revenues and selling, general and administrative expense on the consolidated statements of operations.

101

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 (expense) income, 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,
	2023		2022
Pension benefits	$	i 128	$	i 112
Health and welfare benefits	i 153		i 182
Total contributions	$	i 281	$	i 294

Since these plans were acquired as part of the Merger, there were i no contributions for the year ended December 31, 2021.

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. Assets are recorded in other noncurrent assets, and liabilities are recorded in accrued liabilities and other noncurrent liabilities on the consolidated balance sheets.

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. i 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 i 10 and i 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.

102

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 (expense) income, net. Net periodic pension cost was not material for the years ended December 31, 2023, 2022 and 2021.

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, 2023 and 2022, respectively (in millions).

Pension Plans

Accumulated benefit obligation

i 753

i 762

Change in projected benefit obligation:

Projected benefit obligation at beginning of year

i 762

i 104

Amounts assumed upon acquisition (See Note 4)

i —

i 908

Service cost

i 3

i 2

Interest cost

i 35

i 21

Benefits paid

( i 40)

( i 36)

Actuarial gains

i —

( i 231)

Settlement charges

( i 11)

( i 6)

Effects of foreign currency exchange rate changes and other

i 4

i —

Projected benefit obligation at end of year

i 753

i 762

Plan assets:

Fair value at beginning of year

i 533

i 63

Amounts assumed upon acquisition (See Note 4)

i —

i 756

Actual return on plan assets

i 9

( i 268)

Company contributions

i 33

i 24

Benefits paid

( i 40)

( i 36)

Settlement charges

( i 11)

( i 6)

Effects of foreign currency exchange rate changes and other

i 16

i —

Fair value at end of year

i 540

i 533

Under funded status

( i 213)

( i 229)

Amounts recognized as assets and liabilities on the consolidated balance sheets:

Other noncurrent assets

i 82

i 92

Accrued liabilities

( i 31)

( i 29)

Other noncurrent liabilities

( i 264)

( i 292)

Total

( i 213)

( i 229)

Amounts recognized in accumulated other comprehensive loss consist of:

Net loss

i 79

i 94

103

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted average assumptions used to determine benefit obligations were as follows.

Pension Plans

Discount rate

i 4.62

i 4.70

Rate of compensation increases

i 3.18

i 3.05

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. i The following table presents the weighted average pension plans asset allocations by asset category (in millions).

Investment Type

Target

Actual

Equity securities

i 12

Fixed income securities

i 75

Multi-asset credit fund

i 5

i 4

Real assets

i 4

i 3

Hedge funds

i 2

i 4

Cash

i 2

Total

i 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).

Total

Level 1

Level 2

Level 3

Equity securities

i 64

i 36

i 28

i —

Fixed income securities

i 541

i 12

i 453

i 76

Multi-asset credit fund

i 24

i —

i 24

i —

Cash

i 9

i —

Total plan assets measured at fair value

i 638

i 57

i 505

i 76

Assets held at net asset value practical expedient

Real assets

i 18

Hedge funds

i 22

Total assets held at net asset value practical expedient

i 40

Liabilities:

Derivatives

( i 138)

Total plan assets

i 540

104

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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	$	i 72
Unrealized gains	i 9
Transfers out	( i 5)

Balance at end of year	$	i 76

Total

Level 1

Level 2

Level 3

Equity Securities

i 69

i 34

i 35

i —

Fixed income securities

i 532

i 14

i 446

i 72

Multi-asset credit fund

i 21

i —

i 21

i —

Cash

i 5

i —

Total plan assets measured at fair value

i 627

i 53

i 502

i 72

Assets held at net asset value practical expedient

Real assets

i 22

Hedge funds

i 20

Total assets held at net asset value practical expedient

i 42

Liabilities:

Derivatives

( i 136)

Total plan assets

i 533

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, 2022 (in millions).


	Fixed Income Funds
Fair value at beginning of year	$	i 98
Unrealized losses	( i 26)


Balance at end of year	$	i 72

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
2024	$	i 50
2025	i 46
2026	i 46
2027	i 46
2028	i 49
Thereafter	i 234

105

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18. i SUPPLEMENTAL DISCLOSURES

Property and equipment

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

December 31,

Useful Lives

2023

2022

Equipment, furniture, fixtures and other (a)

i 3 - i 7 years

i 2,056

i 1,682

Capitalized software costs

i 1 - i 5 years

i 2,629

i 1,855

Land, buildings and leasehold improvements (b)

i 15- i 30 years

i 4,013

i 3,251

Property and equipment, at cost

i 8,698

i 6,788

Accumulated depreciation

( i 3,085)

( i 2,055)

i 5,613

i 4,733

Assets under construction

i 344

i 568

Property and equipment, net

i 5,957

i 5,301

(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 $ i 1,301 million and $ i 949 million as of December 31, 2023 and 2022, respectively.

Depreciation expense for property and equipment totaled $ i 1,097 million, $ i 957 million and $ i 311 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Prepaid expenses and other current assets

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


	December 31,
	2023		2022
Production receivables	$	i 1,265	$	i 1,231
Prepaid content rights	i 843		i 545
Other current assets	i 2,283		i 2,112
Total prepaid expenses and other current assets	$	i 4,391	$	i 3,888

Accrued liabilities

Accrued liabilities consisted of the following (in millions).


	December 31,
	2023		2022
Accrued participation and residuals	$	i 3,071	$	i 2,986
Accrued production and content rights payable	i 2,118		i 3,153
Accrued payroll and related benefits	i 1,541		i 2,292
Other accrued liabilities	i 3,638		i 3,073
Total accrued liabilities	$	i 10,368	$	i 11,504

106

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other (Expense) Income, net

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

Year Ended December 31,

2023

2022

2021

Foreign currency (losses) gains, net

( i 173)

( i 150)

i 93

Gains (losses) on derivative instruments, net

i 28

i 475

( i 33)

Gain on sale of investment with readily determinable fair value

i —

i 15

Change in the value of investments with readily determinable fair value

i 37

( i 105)

( i 6)

Change in the value of equity investments without readily determinable fair value

( i 73)

( i 142)

( i 13)

Gain on sale of equity method investments

i —

i 195

i 4

Gain (loss) on extinguishment of debt

i 17

i —

( i 10)

Interest income

i 179

i 67

i 18

Other (expense) income, net

( i 27)

i 7

i 4

Total other (expense) income, net

( i 12)

i 347

i 72

/ i

Supplemental Cash Flow Information

Year Ended December 31,

2023

2022

2021

Cash paid for taxes, net

i 1,440

i 1,027

i 643

Cash paid for interest

i 2,237

i 1,539

i 664

Non-cash investing and financing activities:

Non-cash consideration related to the sale of the Ranch Lot

i 175

i —

Non-cash consideration related to the purchase of the Burbank Studios Lot

i 175

i —

Non-cash consideration transferred related to the transaction agreements with JCOM

i 68

i —

Non-cash consideration paid related to the transaction agreements with JCOM

i 2

i —

Non-cash consideration related to MegaMedia put exercise

i 36

i —

Non-cash settlement of PRSU awards

i 35

i —

Equity issued for the acquisition of WarnerMedia

i —

i 42,309

i —

Non-cash consideration related to the sale of The CW Network

i —

i 126

i —

Accrued consideration for the joint venture with BT

i —

i 90

i —

Accrued purchases of property and equipment

i 41

i 66

i 34

Assets acquired under finance lease and other arrangements

i 235

i 53

i 134

/ i i

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents

i 3,780

i 3,731

Restricted cash - other current assets (a)

i 539

i 199

Total cash, cash equivalents, and restricted cash

i 4,319

i 3,930

(a) Restricted cash primarily includes cash posted as collateral related to the Company’s revolving receivables and hedging programs. (See Note 8 and Note 13.)

/ /

107

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $ i 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.

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. As of December 31, 2023 and December 31, 2022, the Company has confirmed $ i 338 million and $ i 273 million, respectively, of accrued content producer liabilities. 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. 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 i 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.

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, 2020

( i 555)

( i 81)

( i 15)

( i 651)

Other comprehensive income (loss) before reclassifications

( i 290)

i 134

i 2

( i 154)

Reclassifications from accumulated other comprehensive loss to net income

i —

( i 25)

i —

( i 25)

Other comprehensive income (loss)

( i 290)

i 109

i 2

( i 179)

December 31, 2021

( i 845)

i 28

( i 13)

( i 830)

Other comprehensive income (loss) before reclassifications

( i 651)

i 4

( i 26)

( i 673)

Reclassifications from accumulated other comprehensive loss to net income

( i 2)

( i 18)

i —

( i 20)

Other comprehensive income (loss)

( i 653)

( i 14)

( i 26)

( i 693)

( i 1,498)

i 14

( i 39)

( i 1,523)

Other comprehensive income (loss) before reclassifications

i 799

i 16

( i 21)

i 794

Reclassifications from accumulated other comprehensive loss to net income

i —

( i 12)

i —

( i 12)

Other comprehensive income (loss)

i 799

i 4

( i 21)

i 782

( i 699)

i 18

( i 60)

( i 741)

108

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19. i REDEEMABLE NONCONTROLLING INTERESTS

i 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.) i The table below summarizes the Company’s redeemable noncontrolling interests balances (in millions).

2023

2022

Discovery Family

i 156

i 173

MotorTrend Group LLC (“MTG”)

i —

i 112

Other

i 9

i 33

Total

i 165

i 318

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

2023

2022

2021

Beginning balance

i 318

i 363

i 383

Cash distributions to redeemable noncontrolling interests

( i 30)

( i 50)

( i 11)

Reclassification of redeemable noncontrolling interest to noncontrolling interest

( i 22)

i —

Redemption of redeemable noncontrolling interest

( i 111)

i —

( i 26)

Comprehensive income adjustments:

Net income attributable to redeemable noncontrolling interests

i 9

i 6

i 53

Currency translation on redemption values

( i 3)

( i 5)

Retained earnings adjustments:

Adjustments of carrying value to redemption value (redemption value does not equal fair value)

i 2

i —

( i 16)

Adjustments of carrying value to redemption value (redemption value equals fair value)

i 2

i 4

( i 15)

Ending balance

i 165

i 318

i 363

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 i 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 is not met. Embedded in the redeemable noncontrolling interest is also a Warner Bros. Discovery call right that is exercisable for one year after December 31, 2021. Neither the put nor 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.

109

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MTG

GoldenTree acquired a put right exercisable during i i i 30 / / -day windows beginning on each of March 25, 2021, September 25, 2022 and March 25, 2024, that requires the Company to either purchase all of GoldenTree’s noncontrolling i 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 irrevocable put right and in 2023, the Company finalized its purchase of GoldenTree’s i 32.5% noncontrolling interest for $ i 49 million.

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 to Discovery Japan, Inc. (“JVCo”), an existing i 80/ i 20 joint venture between the Company and JCOM, certain rights, liabilities, or rights via license agreements in exchange for new common shares of JVCo, resulting in the Company and JCOM owning i 51% and i 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 i 80% of the voting interest and i 68.7% of the economic interest in the Partnership. During the fourth quarter of 2023, the Partnership agreement was extended and specifies a dissolution date of December 31, 2024. If the term of the Partnership is not extended prior to the dissolution date of December 31, 2024, the Partnership agreement permits the Company, as holder of i 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. i 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 (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 i 30% and i 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,

2023

2022

2021

Revenues and service charges:

Liberty Group

i 1,887

i 1,758

i 671

Equity method investees

i 687

i 464

i 253

Other

i 216

i 311

i 169

Total revenues and service charges

i 2,790

i 2,533

i 1,093

Expenses

i 357

i 406

i 238

Distributions to noncontrolling interests and redeemable noncontrolling interests

i 301

i 300

i 251

110

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


	December 31,
	2023		2022
Receivables	$	i 363	$	i 338
Payables	$	i 18	$	i 38

In September 2022, the Company sold i 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.)

NOTE 22. i 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

2024

i 7,077

i 1,386

i 481

i 8,944

2025

i 4,270

i 666

i 272

i 5,208

2026

i 2,726

i 446

i 135

i 3,307

2027

i 2,460

i 626

i 51

i 3,137

2028

i 2,130

i 55

i 30

i 2,215

Thereafter

i 5,409

i 63

i 86

i 5,558

Total

i 24,072

i 3,242

i 1,055

i 28,369

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

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 i 30-day to i 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, 2023, 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 WM’s 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”). The aggregate gross undiscounted estimated future cash flow requirements covered by the Six Flags Guarantee over the remaining term (through 2028) are $ i 521 million. To date, i no payments have been made by the Company pursuant to the Six Flags Guarantee.

111

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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, 2023. 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.

Contingencies

Other Contingent Commitments

The Company’s other contingent commitments at December 31, 2023 were $ i 395 million, with $ i 367 million estimated to be due in 2024. For other contingent commitments where payment obligations are outside of our control, the timing of amounts represents the earliest period in which the payment could be requested. For the remaining other contingent commitments, the timing of the amounts presented represents when the maximum contingent commitment will expire but does not mean that we expect to incur an obligation to make any payments within that time period. In addition, these amounts do not reflect the effects of any indemnification rights we might possess.

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

Guarantees

There were i i no / guarantees recorded under ASC 460 as of December 31, 2023 and 2022.

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 i i no / material amounts for indemnifications or other contingencies recorded as of December 31, 2023 and 2022.

112

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 23. i REPORTABLE SEGMENTS

The Company’s operating segments are determined based on: (i) financial information reviewed by its chief operating decision maker, the Chief Executive Officer (“CEO”), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions. During the fourth quarter of 2023, the Company updated its DTC subscriber definition to include Premium Sports Products, which were previously included in the Networks segment. Prior period segment results were not recast to reflect this change because the impact was not material.

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 records inter-segment transactions of content licenses at the gross amount. 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;

•certain inter-segment eliminations;

•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 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,

2023

2022

2021

Studios

i 12,192

i 9,731

i 20

Networks

i 21,244

i 19,348

i 11,311

DTC

i 10,154

i 7,274

i 860

Corporate

i —

i 30

i —

Inter-segment eliminations

( i 2,269)

( i 2,566)

i —

Total revenues

i 41,321

i 33,817

i 12,191

113

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Adjusted EBITDA

Year Ended December 31,

2023

2022

2021

Studios

i 2,183

i 1,772

i 14

Networks

i 9,063

i 8,725

i 5,533

DTC

i 103

( i 1,596)

( i 1,345)

Corporate

( i 1,242)

( i 1,200)

( i 385)

Inter-segment eliminations

i 93

i 17

i —

Adjusted EBITDA

i 10,200

i 7,718

i 3,817

/ i

Reconciliation of Net Income (Loss) Available to Warner Bros. Discovery, Inc, to Adjusted EBITDA

Year Ended December 31,

2023

2022

2021

Net (loss) income available to Warner Bros. Discovery, Inc.

( i 3,126)

( i 7,371)

i 1,006

Net income attributable to redeemable noncontrolling interests

i 9

i 6

i 53

Net income attributable to noncontrolling interests

i 38

i 68

i 138

Income tax (benefit) expense

( i 784)

( i 1,663)

i 236

(Loss) income before income taxes

( i 3,863)

( i 8,960)

i 1,433

Other expense (income), net

i 12

( i 347)

( i 72)

Loss from equity investees, net

i 82

i 160

i 18

Interest expense, net

i 2,221

i 1,777

i 633

Operating (loss) income

( i 1,548)

( i 7,370)

i 2,012

Impairments and loss (gain) on dispositions

i 77

i 117

( i 71)

Restructuring and other charges

i 585

i 3,757

i 32

Depreciation and amortization

i 7,985

i 7,193

i 1,582

Employee share-based compensation

i 488

i 410

i 167

Transaction and integration costs

i 162

i 1,195

i 95

Facility consolidation costs

i 32

i —

Amortization of fair value step-up for content

i 2,373

i 2,416

i —

Amortization of capitalized interest for content

i 46

i —

Adjusted EBITDA

i 10,200

i 7,718

i 3,817

/ i

Content Amortization and Impairment Expense

Year Ended December 31,

2023

2022

2021

Studios

i 5,074

i 5,950

i —

Networks

i 6,630

i 6,171

i 2,991

DTC

i 6,138

i 6,800

i 510

Corporate

( i 6)

( i 1)

i —

Inter-segment eliminations

( i 1,697)

( i 1,951)

i —

Total content amortization and impairment expense

i 16,139

i 16,969

i 3,501

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

114

WARNER BROS. DISCOVERY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenues by Geography


	Year Ended December 31,
	2023		2022		2021
U.S.	$	i 28,004	$	i 22,697	$	i 7,728
Non-U.S.	i 13,317		i 11,120		i 4,463
Total revenues	$	i 41,321	$	i 33,817	$	i 12,191

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

Property and Equipment by Geography

2023

2022

U.S.

i 4,295

i 3,785

U.K.

i 980

i 1,002

Other non-U.S.

i 682

i 514

Total property and equipment, net

i 5,957

i 5,301

NOTE 24. i SUBSEQUENT EVENTS

In February 2024, the Company finalized an agreement to sell its i 50% stake in All3Media.

115

ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

ITEM 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting is set forth in Item 8 of this Annual Report on Form 10-K under the caption “Management’s Report on Internal Control Over Financial Reporting,” which is incorporated herein by reference.

Report of the Independent Registered Public Accounting Firm

The report of our independent registered public accounting firm regarding internal control over financial reporting is set forth in Item 8 of this Annual Report on Form 10-K under the caption “Report of Independent Registered Public Accounting Firm,” which is incorporated herein by reference.

Changes in Internal Control Over Financial Reporting

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

ITEM 9B. Other Information.

None.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

116

PART III

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

ITEM 10. Directors, Executive Officers and Corporate Governance.

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

Information regarding our executive officers is set forth in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of Warner Bros. Discovery, Inc.” as permitted by General Instruction G(3) to Form 10-K.

We have adopted a Code of Ethics (the “Code”) that is applicable to all of our directors, officers and employees. Our board of directors approved an updated Code in January 2023 and reviews it regularly. A copy of the Code and any amendments or waivers that would be required to be disclosed under applicable SEC rules are available free of charge at our Investor Relations website at ir.wbd.com. The information contained on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference herein. In addition, we will provide a printed copy of the Code, free of charge, upon written request to: Investor Relations, Warner Bros. Discovery, Inc., 230 Park Avenue South, New York, NY 10003.

ITEM 11. Executive Compensation.

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

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

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

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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

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

ITEM 13. Certain Relationships and Related Transactions, and Director Independence.

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

ITEM 14. Principal Accountant Fees and Services.

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

117

PART IV

ITEM 15. Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) The following consolidated financial statements of Warner Bros. Discovery, Inc. are filed as part of Item 8 of this Annual Report on Form 10-K:


			Page

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			65

(2) Financial Statement Schedule

Schedule II: Valuation and Qualifying Accounts

Changes in valuation and qualifying accounts consisted of the following (in millions):

Beginning
of Year

Additions

Deductions

End
of Year

2023

Allowance for credit losses

i 123

i 152

( i 114)

i 161

Deferred tax valuation allowance

i 1,849

i 429

( i 87)

i 2,191

2022

Allowance for credit losses (a)

i 54

i 165

( i 96)

i 123

Deferred tax valuation allowance (b)

i 305

i 1,617

( i 73)

i 1,849

2021

Allowance for credit losses

i 59

i 21

( i 26)

i 54

Deferred tax valuation allowance

i 257

i 80

( i 32)

i 305

(a) Increase in the allowance for credit losses is related to the acquisition of WM in the prior year.

(b) Additions to the deferred tax valuation allowance include $ i 343 million related to the acquisition of WM in the prior year.

All other financial statement schedules required to be filed pursuant to Item 8 and Item 15(c) of Form 10-K have been omitted as the required information is not applicable, not material, or is set forth in the consolidated financial statements or notes thereto.

118

(3) The following exhibits are filed or furnished as part of this Annual Report on Form 10-K pursuant to Item 601 of SEC Regulation S-K and Item 15(b) of Form 10-K:


EXHIBITS INDEX
Exhibit No.						Description
2.1						Agreement and Plan of Merger, dated May 17, 2021, by and among Discovery, Inc., AT&T Inc., Magallanes, Inc. and Drake Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on May 20, 2021 (SEC File No. 001-34177))

2.2						Letter agreement, dated as of July 1, 2021, by and between AT&T Inc. and Discovery, Inc. (incorporated by reference to Exhibit 2.1 to the Form 10-Q filed on November 3, 2021 (SEC File No. 001-34177))

2.3						Letter agreement, dated as of July 7, 2021, by and between AT&T, Inc. and Discovery, Inc. (incorporated by reference to Exhibit 2.2 to the Form 10-Q filed on November 3, 2021 (SEC File No. 001-34177))

2.4						Amendment No. 1 to Agreement and Plan of Merger, dated as of November 18, 2021, by and among Discovery, Inc., AT&T Inc., Magallanes, Inc. and Drake Subsidiary, Inc. (incorporated by reference to Exhibit 2.1.3 to the Registration Statement on Form S-4 filed on November 18, 2021 (SEC File No. 333-261188))

2.5						Letter Agreement, dated as of March 29, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc. (incorporated by reference to Exhibit 2.2 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))

2.6						Amendment No. 2 to Agreement and Plan of Merger, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))

2.7						Letter Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc. (incorporated by reference to Exhibit 2.3 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))

2.8						Separation and Distribution Agreement, dated as of May 17, 2021, by and among Discovery, Inc., AT&T Inc. and Magallanes, Inc. (incorporated by reference to Exhibit 2.2 to the Form 8-K filed on May 20, 2021 (SEC File No. 001-34177))

2.9						Amendment to Separation and Distribution Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc. and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 2.4 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177)) (2)

3.1						Second Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177))

3.2						Amended and Restated Bylaws of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on May 10, 2023 (SEC File No. 001-34177))

4.1						Description of Warner Bros. Discovery, Inc.'s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177))


EXHIBITS INDEX
Exhibit No.						Description
4.2						Form of Series A Common Stock Certificate of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 filed on March 28, 2022 (SEC File No. 333-261188))

4.3						Amended and Restated Registration Rights Agreement, dated as of April 11, 2022, by and among Warner Bros. Discovery, Inc., Advance/Newhouse Partnership and Advance/Newhouse Programming Partnership (incorporated by reference to Exhibit 4.6 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177))

4.4						Indenture, dated as of August 19, 2009, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on August 19, 2009 (SEC File No. 001-34177)) (1)

4.5						Second Supplemental Indenture dated as of June 3, 2010, among Discovery Communications LLC, Discovery Communications, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 3, 2010 (SEC File No. 001-34177))

4.6						Fifth Supplemental Indenture, dated as of March 19, 2013, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 19, 2013 (SEC File No. 001-34177))

4.7						Seventh Supplemental Indenture, dated as of March 2, 2015, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 2, 2015 (SEC File No. 001-34177))

4.8						Eighth Supplemental Indenture, dated as of March 19, 2015, among Discovery Communications, LLC, Discovery Communications, Inc., U.S. Bank National Association, as Trustee, and Elavon Financial Services Limited, UK Branch, as London Paying Agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 19, 2015 (SEC File No. 001-34177))

4.9						Ninth Supplemental Indenture, dated as of March 11, 2016, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 11, 2016 (SEC File No. 001-34177))

4.10						Tenth Supplemental Indenture, dated as of March 13, 2017, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 13, 2017 (SEC File No. 001-34177))

4.11						Eleventh Supplemental Indenture, dated as of September 21, 2017, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 21, 2017 (SEC File No. 001-34177))

4.12						Thirteenth Supplemental Indenture, dated as of September 21, 2017, among Discovery Communications, LLC, Discovery Communications, Inc., Elavon Financial Service DAC, UK Branch, as London Paying Agent, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on September 21, 2017 (SEC File No. 001-34177))

4.13						Fourteenth Supplemental Indenture, dated as of April 2, 2018, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on April 4, 2018 (SEC File No. 001-34177))

120


EXHIBITS INDEX
Exhibit No.						Description
4.14						Sixteenth Supplemental Indenture, dated as of June 29, 2018, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 10-Q filed November 9, 2018 (SEC File No. 001-34177))

4.15						Seventeenth Supplemental Indenture, dated as of May 21, 2019, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 21, 2019 (SEC File No. 001-34177))

4.16						Eighteenth Supplemental Indenture, dated as of May 18, 2020, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 18, 2020 (SEC File No. 001-34177))

4.17						Nineteenth Supplemental Indenture, dated as of September 21, 2020, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 21, 2020 (SEC File No. 001-34177))

4.18						Twentieth Supplemental Indenture, dated as of April 8, 2022, by and among Discovery Communications, LLC, Warner Bros. Discovery, Inc., Magallanes, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177))

4.19						Twenty-First Supplemental Indenture, dated as of April 8, 2022, by and among Discovery Communications, LLC, Warner Bros. Discovery, Inc., Magallanes, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177))

4.20						Indenture, dated as of March 15, 2022, by and among Magallanes, Inc., AT&T Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177))

4.21						First Supplemental Indenture, dated as of April 8, 2022, by and among Magallanes, Inc., Warner Bros. Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177))

4.22						Indenture, dated as of March 10, 2023, by and among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 10, 2023 (SEC File No. 001-34177))

4.23						First Supplemental Indenture, dated as of March 10, 2023, by and among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 10, 2023 (SEC File No. 001-34177))

10.1						Transition Services Agreement, dated as of April 8, 2022, by and between AT&T Services, Inc. and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177)) (2)

10.2						Intellectual Property Matters Agreement, dated as of April 8, 2022, by and among AT&T Inc., AT&T Intellectual Property LLC and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177)) (2) (3)

121


EXHIBITS INDEX
Exhibit No.						Description

10.3						Employee Matters Agreement, dated as of May 17, 2021, by and among Discovery, Inc., AT&T Inc. and Magallanes, Inc. (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on May 20, 2021 (SEC File No. 001-34177))

10.4						First Addendum to Employee Matters Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc. and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.23 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177)) (2)

10.5						Second Addendum to Employee Matters Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc. and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.24 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177)) (2)

10.6						Tax Matters Agreement, dated as of May 17, 2021, between AT&T Inc., Magallanes, Inc. and Discovery, Inc. (incorporated by reference to Exhibit 10.7 to the Form 8-K filed on May 20, 2021 (SEC File No. 001-34177))

10.7						Letter Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc. and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.61 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177)) (2)

10.8						Credit Agreement, dated as of June 9, 2021, among Discovery Communications, LLC, certain wholly-owned subsidiaries of Discovery Communications, LLC, Discovery, Inc., as Facility Guarantor, Scripps Networks Interactive, Inc., as subsidiary guarantor, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 10, 2021 (SEC File No. 001-34177))

10.9						Joinder Agreement, dated as of April 8, 2022, by and between WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))

10.10						Amendment No. 1 to Credit Agreement, dated as of July 30, 2021, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc., certain lenders party thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.9 to the Form 10-Q filed on August 3, 2021 (SEC File No. 001-34177))

10.11						Amendment No. 2 to Credit Agreement, dated as of August 2, 2022, by and among Discovery Communications, LLC, Warner Bros. Discovery, Inc., Scripps Networks Interactive, Inc., WarnerMedia Holdings, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.6 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))

10.12						Amendment No. 3 to Credit Agreement, dated as of June 6, 2023, by and among Discovery Communications, LLC, Warner Bros. Discovery, Inc., Scripps Networks Interactive, Inc., WarnerMedia Holdings, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 3, 2023 (SEC File No. 001-34177))

10.13						Purchase and Sale Agreement, dated as of March 27, 2019, by and among Warner Bros. Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc. and various entities party thereto as originators (incorporated by reference to Exhibit 10.8 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177)) (2)

122


EXHIBITS INDEX
Exhibit No.						Description

10.14						First Amendment and Joinder to Purchase and Sale Agreement, dated as of June 26, 2019, by and among Warner Bros. Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc. and various entities party thereto as originators (incorporated by reference to Exhibit 10.9 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177)) (2)

10.15						Second Amendment to Purchase and Sale Agreement, dated as of June 12, 2020, by and among Warner Bros. Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc. and various entities party thereto as originators (incorporated by reference to Exhibit 10.10 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177)) (2)

10.16						Joinder Agreement, dated as of June 30, 2020, by WarnerMedia Direct, LLC (incorporated by reference to Exhibit 10.11 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177)) (2)

10.17						Joinder Agreement, dated as of July 5, 2022, by the various entities party thereto (incorporated by reference to Exhibit 10.12 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177)) (2)

10.18						Third Amendment to Purchase and Sale Agreement, dated as of June 10, 2021, by and among Warner Bros. Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc. and various entities party thereto as originators (incorporated by reference to Exhibit 10.13 to the Form 10-Q filed on August 5, 2022(SEC File No. 001-34177)) (2)

10.19						Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 30, 2022, by and among Warner Bros. Discovery Receivables Funding, LLC, the persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc. and PNC Capital Markets LLC (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on November 4, 2022 (SEC File No. 001-34177)) (2)

10.20						First Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 11, 2023, by and among Warner Bros. Discovery Receivables Funding, LLC, the persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc. and PNC Capital Markets LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on November 8, 2023 (SEC File No. 001-34177)) (2)

10.21						Performance Guaranty, dated as of April 7, 2022, by Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.) (incorporated by reference to Exhibit 10.6 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177)) (2)

10.22						Discovery, Inc. International Relocation Benefits, Long-Term Assignment Guidelines, effective January 1, 2022 (incorporated by reference to Exhibit 10.5 to the Form 10-K filed on February 24, 2022 (SEC File No. 34177))*

10.23						Warner Bros. Discovery, Inc. Executive Benefit Summary (filed herewith)*

10.24						Warner Bros. Discovery, Inc. 2023 Incentive Compensation Program (filed herewith)*

10.25						Warner Bros. Discovery, Inc. 2024 Incentive Compensation Program (filed herewith)*

10.26						Warner Bros. Discovery Supplemental Retirement Plan amended and restated effective January 1, 2023 (incorporated by reference to Exhibit 10.21 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177))*

123


EXHIBITS INDEX
Exhibit No.						Description
10.27						Warner Bros. Discovery, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Form 8-K filed on April 12, 2022 (SEC File No. 001-34177))*

10.28						Form of Warner Bros. Discovery, Inc. Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.18 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))*

10.29						Form of Warner Bros. Discovery, Inc. Performance Equity Program Nonqualified Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.19 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))*

10.30						Form of Warner Bros. Discovery, Inc. Performance Restricted Stock Unit Agreement for Employees (incorporated by reference to Exhibit 10.25 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177)*

10.31						Form of Warner Bros. Discovery, Inc. Enhanced Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.26 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177)*

10.32						Form of Warner Bros. Discovery, Inc. 2023 Special PRSU Agreement for Executives (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on May 5, 2023 (SEC File No. 001-34177))*

10.33						Warner Bros. Discovery, Inc. 2013 Incentive Plan (as amended and restated effective May 10, 2018) (as further amended April 22, 2022) (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed on April 22, 2022 (SEC File No. 333-264461))*

10.34						Form of Discovery, Inc. Non-Qualified Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.31 to the Form 10-K filed on February 27, 2020 (SEC File No. 001-34177))*

10.35						Form of Letter from Discovery, Inc. dated December 15, 2021 amending certain Nonqualified Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.30 to the Form 10-K filed on February 24, 2022 (SEC File No. 001-34177))*

10.36						Form of Nonqualified Stock Option Grant Agreement for Employees updated as of January 1, 2022 (incorporated by reference to Exhibit 10.31 to the Form 10-K filed on February 24, 2022 (SEC File No. 001-34177))*

10.37						Form of Discovery, Inc. Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.32 to the Form 10-K filed on February 27, 2020 (SEC File No. 001-34177))*

10.38						Form of Letter from Discovery, Inc. dated December 15, 2021 amending certain Restricted Stock Unit Grant Agreements (incorporated by reference to Exhibit 10.33 to the Form 10-K filed on February 24, 2022 (SEC File No. 001-34177))*

10.39						Form of Discovery, Inc. Restricted Stock Unit Grant Agreement for Employees updated as of January 1, 2022 (incorporated by reference to Exhibit 10.34 to the Form 10-K filed on February 24, 2022 (SEC File No. 001-34177))*

10.40						Form of Discovery, Inc. Enhanced Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.36 to the Form 10-K filed on February 24, 2022 (SEC File No. 001-34177))*

124


EXHIBITS INDEX
Exhibit No.						Description
10.41						Form of Restricted Stock Unit Award (Substitute WarnerMedia Award) for Employees of Warner Bros. Discovery, Inc. Outside of the United States (incorporated by reference to Exhibit 10.35 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177)*

10.42						Summary of Non-Employee Director Compensation (filed herewith)*

10.43						Warner Bros. Discovery, Inc. 2005 Non-Employee Director Incentive Plan (as amended and restated effective May 20, 2015) (as further amended April 22, 2022 and December 14, 2022) (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177)*

10.44						Warner Bros. Discovery, Inc. RSU Grant Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.38 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177)*

10.45						Warner Bros. Discovery, Inc. Non-Employee Directors Deferral Plan (incorporated by reference to Exhibit 10.1 to the Form S-8 filed on December 16, 2022 (SEC File No. 001-34177))*

10.46						Warner Bros. Discovery, Inc. 2011 Employee Stock Purchase Plan (as amended April 22, 2022) (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-8 filed on April 22, 2022 (SEC File No. 333-264461))*

10.47						Amended and Restated Employment Agreement, dated July 16, 2018, between David Zaslav and Discovery, Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on July 18, 2018 (SEC File No. 001-34177))*

10.48						Form of David Zaslav Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 18, 2018 (SEC File No. 001-34177))*

10.49						Amended and Restated Employment Agreement, dated as of May 16, 2021, by and between David Zaslav and Discovery, Inc. (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on May 20, 2021 (SEC File No. 001-34177))*

10.50						Letter amendment dated December 20, 2021, by and between David Zaslav and Discovery, Inc., amending the Amended and Restated Employment Agreement dated as of May 16, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on December 27, 2021 (SEC File No. 001-34177))*

10.51						Letter amendment dated March 8, 2023, by and between David Zaslav and Warner Bros. Discovery, Inc., amending the Amended and Restated Employment Agreement dated as of May 16, 2021, as amended (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on May 5, 2023 (SEC File No. 001-34177))*

10.52						Form of David Zaslav Stock Option Grant Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K filed on May 20, 2021 (SEC File No. 001-34177))*

10.53						Warner Bros. Discovery, Inc. Annual Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 8, 2023 (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on May 5, 2023 (SEC File No. 001-34177))*

10.54						Warner Bros. Discovery, Inc. Additional Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 8, 2023 (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on May 5, 2023 (SEC File No. 001-34177))*

125


EXHIBITS INDEX
Exhibit No.						Description
10.55						Aircraft Time Sharing Agreement, dated as of January 4, 2014, by and between David Zaslav and Discovery Communications, LLC (incorporated by reference to Exhibit 10.48 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177)*

10.56						Amendment to the Aircraft Time Sharing Agreement, dated as of August 1, 2018, by and between David Zaslav and Discovery Communications, LLC (incorporated by reference to Exhibit 10.49 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177)*

10.57						Aircraft Time Sharing Agreement, dated as of August 1, 2022, by and between David Zaslav and Warner Media, LLC (incorporated by reference to Exhibit 10.8 to the Form 10-Q filed on November 4, 2022 (SEC File No. 001-34177))*

10.58						Employment Agreement, dated as of July 9, 2022, by and between Bruce Campbell and Discovery Communications, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 14, 2022 (SEC File No. 001-34177))* (2)

10.59						Employment Agreement, dated as of July 11, 2022, by and between Gunnar Wiedenfels and Discovery Communications, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 14, 2022 (SEC File No. 001-34177))* (2)

10.60						Employment Agreement, dated as of July 13, 2022, by and between Gerhard Zeiler and Turner International, Inc. (incorporated by reference to Exhibit 10.53 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177)*

10.61						Letter amendment to Employment Agreement, dated as of August 23, 2022, by and between Gerhard Zeiler and Turner International, Inc. (incorporated by reference to Exhibit 10.54 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177)*

10.62						Employment Agreement, dated as of August 2, 2022, by and between JB Perrette and Discovery Communications, LLC (incorporated by reference to Exhibit 10.9 to the Form 10-Q filed on November 4, 2022 (SEC File No. 001-34177))*

21						List of Subsidiaries of Warner Bros. Discovery, Inc. (filed herewith)

22						Table of Senior Notes, Issuer and Guarantors (incorporated by reference to Exhibit 22 to the Form 10-Q filed on August 3, 2023 (SEC File No. 001-34177))

23						Consent of Independent Registered Public Accounting Firm (filed herewith)

31.1						Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2						Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

126


EXHIBITS INDEX
Exhibit No.						Description
32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

97						Warner Bros. Discovery, Inc. Compensation Clawback Policy, effective October 2, 2023 (filed herewith)

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document (filed herewith)†

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)†

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)†

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)†

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)†

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Indicates management contract or compensatory plan, contract or arrangement.

(1) Other instruments defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries may be omitted from Exhibit 4 in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K. Copies of any such agreements will be supplementally provided to the SEC upon request.

(2) Exhibits, schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided to the SEC upon request.

(3) Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K and will be supplementally provided to the SEC upon request.

†Attached as Exhibit 101 to this Annual Report on Form 10-K are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022, (ii) Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021, (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021, (v) Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022, and 2021, and (vi) Notes to Consolidated Financial Statements.

ITEM 16. Form 10-K Summary

Not Applicable.

127

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WARNER BROS. DISCOVERY, INC.

(Registrant)

Date: February 23, 2024

By:

/s/ David M. Zaslav

David M. Zaslav

President and Chief Executive Officer

128

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature

Title

Date

/s/ David M. Zaslav

President and Chief Executive Officer, and Director

(Principal Executive Officer)

David M. Zaslav

/s/ Gunnar Wiedenfels

Chief Financial Officer
(Principal Financial Officer)

Gunnar Wiedenfels

/s/ Lori C. Locke

Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)

Lori C. Locke

/s/ Li Haslett Chen

Director

Li Haslett Chen

/s/ Samuel A. Di Piazza, Jr.

Director

Samuel A. Di Piazza, Jr.

/s/ Richard W. Fisher

Director

Richard W. Fisher

/s/ Paul A. Gould

Director

Paul A. Gould

/s/ Debra L. Lee

Director

Debra L. Lee

/s/ Kenneth W. Lowe

Director

Kenneth W. Lowe

/s/ Dr. John C. Malone

Director

Dr. John C. Malone

/s/ Fazal Merchant

Director

Fazal Merchant

/s/ Steven A. Miron

Director

Steven A. Miron

/s/ Steven O. Newhouse

Director

Steven O. Newhouse

/s/ Paula A. Price

Director

Paula A. Price

/s/ Geoffrey Y. Yang

Director