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What changed in Warner Bros. Discovery's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Warner Bros. Discovery's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+471 added−425 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-27)

Top changes in Warner Bros. Discovery's 2025 10-K

471 paragraphs added · 425 removed · 324 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

55 edited+34 added−25 removed31 unchanged
Biggest changeTNT Sports in the United Kingdom and Ireland includes live coverage of Australian Open and Roland-Garros tennis; Grand Tour cycling; the Union Cycliste Internationale Mountain Bike World Series; World Championship and World Cup winter sports events; British and World Superbikes; snooker; Olympic Games 2026-2032; Premier League; Union of European Football Associations club football; Premiership men’s and women’s rugby; MotoGP; international cricket; Ultimate Fighting Championship and boxing, which are all available on TNT Sports and its streaming home, discovery+.
Biggest changeWBD’s channels and platforms are home to several major sporting events, including the 2026-2032 Olympic Games in Europe; Australian Open and Roland-Garros; tennis’ Grand Slams; Grand Tour cycling; the Union Cycliste Internationale Mountain Bike World Series; British and World Superbikes; the Professional Golfers’ Association Tour year-round in some markets; the Federation Internationale de Motocyclisme (“FIM”) Enduro World Championship; The Ocean Race; the Snooker World Tour; the FIM Speedway Grand Prix, Speedway of Nations and Speedway World Cup; major World Championship and World Cup winter sports events; Premier League; the Emirates FA Cup; Adobe Women’s FA Cup; Union of European Football Associations (“UEFA”) Champions League, Europa League and Conference League; Gallagher PREM Rugby; Premiership Women’s Rugby; MotoGP; international cricket; and Ultimate Fighting Championship.
Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including: Discovery Channel, Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros. Motion Picture Group, Warner Bros.
Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including: Discovery Channel, HBO Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros. Motion Picture Group, Warner Bros.
Max is a streaming destination for a variety of programming including HBO Originals, Warner Bros. films, Max Originals, the DC universe, the Wizarding World of Harry Potter, CNN, and programming across food, home, reality, lifestyle, and documentaries from leading brands like HGTV, Food Network, Discovery Channel, and more.
HBO Max is a streaming destination for a variety of programming including HBO Originals, Warner Bros. films, HBO Max Originals, the DC universe, the Wizarding World of Harry Potter, CNN, and programming across food, home, reality, lifestyle, and documentaries from leading brands like HGTV, Food Network, Discovery Channel, and more.
We have made and will continue to make investments in developing technology platforms to support our digital products and streaming services, including Max and discovery+, and consider these platforms to be intellectual property assets as well. We are a global media and entertainment company and the protection of our content and brands is of primary importance.
We have made and will continue to make investments in developing technology platforms to support our digital products and streaming services, including HBO Max and discovery+, and consider these platforms to be intellectual property assets as well. We are a global media and entertainment company and the protection of our content and brands is of primary importance.
Our intellectual property assets include copyrights in films, television programs, software, comic books and mobile apps; trademarks in names, logos and characters; patents or patent applications for inventions related to products and services; websites; and licenses of intellectual property rights of various kinds from third parties.
Our intellectual property assets include copyrights in films, television programs, games, software, comic books and mobile apps; trademarks in names, logos and characters; patents or patent applications for inventions related to products and services; websites; and licenses of intellectual property rights of various kinds from third parties.
Highlights include: • local medical, dental, and vision plans in many countries around the world to support our employees with access to health care, supplementing any state-provided health care; • on-site wellness centers in our New York, Los Angeles, Atlanta, and Chiswick (London) offices, fully-equipped fitness centers in our New York, Los Angeles and Atlanta offices, and access to virtual fitness classes and wellbeing programs; • family support programs, including on-site childcare in certain offices, childcare locator services, back-up childcare, maternity/paternity leave, adoption assistance and elder care; • tools and resources to support the mental wellbeing of our employees and their families, including mental health counselors in our on-site wellness centers and a confidential, dedicated line for employees to contact and speak with a counselor in the event they need mental health support; • products and services to support employees’ financial wellbeing, including life, accident, and disability insurance plans, discount benefits, financial planning tools, a 401(k) savings plan in the U.S. and retirement/pension plans in over 20 countries, with competitive contributions from the Company for employees at all levels; and • offering an employee stock purchase plan, which allows certain employees globally (where legislation permits) an opportunity to buy WBD Series A common stock (“WBD common stock”) at a discounted price through convenient after-tax payroll deductions with no commission charges.
Highlights include: • local medical, dental, and vision plans in many countries around the world to support our employees with access to health care, supplementing any state-provided health care; • on-site wellness centers in our New York, Los Angeles, Atlanta, and Chiswick (London) offices and fully-equipped fitness centers in our New York, Los Angeles and Atlanta offices; • family support programs, including on-site childcare in certain offices, childcare locator services, back-up childcare, maternity/paternity leave, adoption assistance and elder care; • tools and resources to support the mental wellbeing of our employees and their families, including mental health counselors in our on-site wellness centers and a confidential, dedicated line for employees to contact and speak with a counselor in the event they need mental health support; • products and services to support employees’ financial wellbeing, including life, accident, and disability insurance plans, discount benefits, financial planning tools, a 401(k) savings plan in the U.S. and retirement/pension plans in over 20 countries, with competitive contributions from the Company for employees at all levels; and 14 • offering an employee stock purchase plan (the “ESPP”), which allows certain employees globally (where legislation permits) an opportunity to buy WBD Series A common stock (“WBD common stock”) at a discounted price through convenient after-tax payroll deductions with no commission charges.
Content networks, such as those owned by us, are regulated in certain limited respects by the Federal Communications Commission (“FCC”), including some regulations that only apply to content networks affiliated with a cable television operator. Other FCC regulations, although imposed on cable television operators and direct broadcast satellite (“DBS”) operators and other distributors, affect content networks indirectly.
Content networks, such as those owned by us, are regulated in certain limited respects by the Federal Communications Commission (“FCC”), including some regulations that only apply to content networks affiliated with a cable television operator. Other FCC regulations, although imposed on cable television operators, direct broadcast satellite (“DBS”) operators or other distributors, affect content networks indirectly.
Our ability to produce and acquire popular content is an important competitive factor for the distribution of our content, attracting viewers and the sale of advertising.
Our ability to produce and acquire popular content is an important competitive factor for the distribution and monetization of our content, attracting viewers and the sale of advertising.
The information contained on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference herein. 12
The information contained on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference herein.
To protect our intellectual property assets, we rely upon a combination of copyright, trademark, patent, unfair competition, and internet/domain name statutes and laws, and contract provisions. However, there can be no assurance of the degree to which these measures will be successful.
To protect our intellectual property assets, we rely upon a combination of copyright, trademark, patent, unfair competition, and internet/domain name statutes and laws, technological protections and contract provisions. However, there can be no assurance of the degree to which these measures will be successful.
The Company defines a “Premium Sports Product” as a strategically prioritized, sports-focused product sold on a stand-alone basis and made available directly to consumers. The current “independently-branded, regional products” referred to in (iv) above consist of TVN/Player and BluTV. Subscribers to multiple WBD DTC products (listed above) are counted as a paid subscriber for each individual WBD DTC product subscription.
The Company defines a “Premium Sports Product” as a strategically prioritized, sports-focused product sold on a stand-alone basis and made available directly to consumers. The current “independently-branded, regional product” referred to in (iv) above consist of TVN/Player. Subscribers to multiple WBD Streaming products (listed above) are counted as a paid subscriber for each individual WBD streaming product subscription.
The reported number of “subscribers” included herein and the definition of “DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV) that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials except for those users on free trial that convert to a DTC Subscription within the first seven days of the next month as noted above.
The reported number of “subscribers” included herein and the definition of “Streaming Subscription” as used herein excludes: i. individuals who subscribe to Streaming products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-brand, regional products (currently consisting of TVN/Player), that may be offered by us or by certain joint venture partners or affiliated parties from time to time; ii. a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; iii. domestic and international Cinemax subscribers, and international basic HBO subscribers; and users on free trials except for those users on free trial that convert to a Streaming Subscription within the first seven days of the next month as noted above.
Segments As of December 31, 2024, we classified our operations in three reportable segments: • Studios - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to our networks/DTC services as well as third parties, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming. • Networks - Our Networks segment primarily consists of our domestic and international television networks. • DTC - Our DTC segment primarily consists of our premium pay-TV and streaming services.
As of December 31, 2025, we classified our operations in three reportable segments: • Streaming - Our Streaming segment primarily consists of our premium pay-TV and streaming services. • Studios - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to third parties and our networks/streaming services, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming. • Global Linear Networks - Our Global Linear Networks segment primarily consists of our domestic and international television networks.
The TNT Sports U.S. portfolio includes expansive, multi-platform partnerships with the National Basketball Association (“NBA”), Major League Baseball, the National Collegiate Athletic Association (“NCAA”) Division I Men’s Basketball Championship, National Hockey League, United States Soccer Federation, Unrivaled, National Association for Stock Car Auto Racing, Roland-Garros, NCAA Big 12 Football and Men’s Basketball, and NCAA Big East Men’s and Women’s Basketball.
The TNT Sports U.S. portfolio includes expansive, multi-platform partnerships with the College Football Playoff, The National Collegiate Athletic Association (the “NCAA”) Division I Men’s Basketball Championship, Big 12 Football and Men’s Basketball, BIG EAST Men’s and Women’s Basketball, Major League Baseball, National Hockey League, National Association for Stock Car Auto Racing (“NASCAR”), Roland-Garros, Unrivaled and the United States Soccer Federation.
We experience competition for the development and acquisition of content, distribution and sale of our content, sale of commercial time on our networks and viewership. There is competition from other production studios, other television networks, and online-based content providers for the acquisition of content and creative talent such as writers, producers and directors.
We experience competition for the development and acquisition of content, distribution and sale of our content, sale of advertising time on our services, and viewership. There is competition from other content providers, including production studios, television networks, and online-based content providers for creative talent such as writers, producers and directors, as well as for the acquisition of content.
In addition, declines in linear subscribers are expected to continue. The increase of digital advertising available in the marketplace has also resulted in, and is expected to continue to result in, increased competition for advertising expenditures for both traditional linear networks and ad-supported tiers in streaming services.
The increase of digital advertising inventory available in the marketplace has also resulted in, and is expected to continue to result in, increased competition for advertising expenditures for both traditional linear networks and ad-supported tiers in streaming services.
HUMAN CAPITAL As of December 31, 2024, we had approximately 35,000 employees, including full-time and part-time employees of our wholly-owned subsidiaries and consolidated ventures, with 50% located in the U.S. and 50% located outside of the U.S. We are a talent-driven business, aiming to attract, develop, and motivate top talent throughout our company.
HUMAN CAPITAL As of December 31, 2025, we had approximately 35,500 employees, including full-time and part-time employees of our wholly-owned subsidiaries and consolidated ventures, with 48% located in the U.S. and 52% located outside of the U.S. We are a talent-driven business, aiming to attract, develop, and motivate top talent throughout our company.
Intellectual Property Laws and Regulations Our intellectual property assets are discussed under “Business – Intellectual Property” above. Our content, whether distributed over broadcast, cable, DBS, wireless, or internet-based services, or through other means, is protected under intellectual property law, including copyright, trademark, patent, unfair competition, and internet/domain name statutes and laws and license agreements .
Our content, whether distributed over broadcast, cable, DBS, wireless, or internet-based services, or through other means, is protected under intellectual property law, including copyright, trademark, patent, unfair competition, and internet/domain name statutes and laws and license agreements.
Changes to these laws and regulations could either strengthen or weaken our ability to license and protect our content and combat its theft or misuse. Foreign Laws and Regulations The foreign jurisdictions in which our products and services are offered have, in varying degrees, laws and regulations governing our businesses, including relating to the production, monetization and distribution of content.
Changes to these laws and regulations, including changes to the law surrounding the use of new technology such as AI, could either strengthen or weaken our ability to license and protect our content and combat its theft or misuse. 13 Foreign Laws and Regulations The foreign jurisdictions in which our products and services are offered have, in varying degrees, laws and regulations governing our businesses, including relating to the production, marketing, monetization and distribution of content.
We may refer to the aggregate number of DTC Subscriptions as “subscribers”.
We may refer to the aggregate number of Core Streaming Subscriptions as “subscribers”.
Learning and Development Our Global Learning & Development (“L&D”) team provides learning opportunities for employees around the world. The L&D team uses a variety of delivery methods suitable to the content and audience, including live in-person sessions, virtual workshops, webinars, and asynchronous online learning through our global learning management platform. The L&D team also provides tuition reimbursement for eligible courses.
Enrollment in the ESPP has been suspended for 2026. Learning and Development Our Global Learning & Development (“L&D”) team provides learning opportunities for employees around the world. The L&D team uses a variety of delivery methods suitable to the content and audience, including live in-person sessions, virtual workshops, webinars, and asynchronous online learning through our global learning management platform.
ITEM 1. Business. For convenience, the terms “Warner Bros. Discovery”, “WBD”, the “Company,” “we,” “us” or “our” are used in this Annual Report on Form 10-K to refer to both Warner Bros. Discovery, Inc. and collectively to Warner Bros. Discovery, Inc. and one or more of its consolidated subsidiaries, unless the context otherwise requires.
ITEM 1. Business. For convenience, the terms “Warner Bros. Discovery”, “WBD”, the “Company,” “we,” “us” or “our” are used in this Annual Report on Form 10-K to refer to both Warner Bros. Discovery, Inc. and collectively to Warner Bros.
For the year ended December 31, 2024, content and other revenues were 92% and 8%, respectively, of total revenues for this segment. Networks WBD’s linear network operations include general entertainment, lifestyle, and news networks in the U.S., as well as a host of international media networks and global sports networks.
For the year ended December 31, 2025, content and other revenues were 93% and 7%, respectively, of total revenues for this segment. Global Linear Networks WBD’s Global Linear Networks segment includes general entertainment, lifestyle, and news networks in the U.S., as well as a host of international media networks and global sports networks.
Our networks compete with other television networks, including broadcast, cable and local, and with other studios and production companies for the distribution of our content and fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content. Our ability to secure distribution agreements is necessary to ensure the retention of our audiences.
Our services compete with other television networks, including broadcast, cable and local, other streaming services and with other studios and production companies for the distribution of our content and fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content.
Our asset mix strongly positions us to execute our key strategies: grow our direct-to-consumer (“DTC”) business globally, enhance our Studios segment, and manage our linear networks for the best possible success in order to create long-term value for our shareholders. 5 We generate revenue from fees charged to distributors that carry our network brands and programming, including cable, direct-to-home (“DTH”) satellite, telecommunication and digital service providers, as well as through DTC subscription services (distribution revenue); the sale of advertising on our networks and digital platforms (advertising revenue); the release of feature films for initial exhibition in theaters, the licensing of feature films and television programs to various television, subscription video on demand (“SVOD”) and other digital markets, distribution of feature films and television programs in the physical and digital home entertainment markets, sales of console games and mobile in-game content, sublicensing of sports rights, and licensing of intellectual property such as characters and brands (content revenue); and other sources such as studio tours and production services (other revenue).
We generate revenue from fees charged to distributors that carry our network brands and programming, including cable, direct-to-home (“DTH”) satellite, telecommunication and digital service providers, as well as through direct-to-consumer (“DTC”) subscription services (distribution revenue); the sale of advertising on our networks and digital platforms (advertising revenue); the release of feature films for initial exhibition in theaters, the licensing of feature films and television programs to various television, subscription video on demand (“SVOD”) and other digital markets, distribution of feature films and television programs in the physical and digital home entertainment markets, sales of console games and mobile in-game content, sublicensing of sports rights, and licensing of intellectual property such as characters and brands (content revenue); and other sources such as studio tours and production services (other revenue).
Financial information for our segments and the geographical areas in which we do business is set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 23 to the consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
Financial information for our segments and the geographical areas in which we do business is set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 23 to the consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. 8 Streaming WBD’s Streaming segment includes our streaming services, such as HBO Max and discovery+ , premium pay-TV services, such as HBO , and certain premium sports streaming products.
Further, new technologies such as generative AI and their impact on our intellectual property rights remain uncertain, and development of the law in this area could impact our ability to protect against infringing uses or result in infringement claims against us. 9 Third parties may challenge the validity or scope of our intellectual property from time to time, and the success of any such challenges could result in the limitation or loss of intellectual property rights.
Further, new technologies such as generative AI and their impact on our intellectual property rights remain uncertain, and development of the law in this area could impact our ability to protect against infringing uses or result in infringement claims against us.
Department of Justice periodically consider proposals to implement additional accessibility requirements, and are considering a number of such proposals now, some of which would increase our obligations substantially.
Department of Justice periodically consider proposals to implement additional accessibility requirements, some of which would increase our obligations substantially.
By way of example, our digital offerings available to consumers in international jurisdictions are subject to laws and regulations relating to, without limitation, consumer protection, data privacy and security, advertising, competition, intellectual property, and content limitations. Similar to the U.S., new laws and regulations in international jurisdictions may be adopted with respect to our intellectual property, products and services.
By way of example, our digital offerings available to consumers in international jurisdictions are subject to laws and regulations relating to, without limitation, consumer protection, data privacy and security, advertising, access by persons with disabilities, competition, intellectual property, and content limitations.
For the year ended December 31, 2024, distribution, advertising, and content revenues were 87%, 8%, and 4%, respectively, of total revenues for this segment. 1 Direct-to-Consumer subscriber - We define a “Core DTC Subscription” as: (i) a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform; (ii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; (iii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis; (iv) a retail or wholesale subscription to an independently-branded, regional product sold on a stand-alone basis that includes discovery+, HBO, HBO Max, Max, and/or a Premium Sports Product, for which we have recognized subscription revenue (as per (i)-(iii) above); and (v) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires.
HBO Max and discovery+ currently feature both ad-free and ad-lite versions in most markets. 1 Streaming subscriber - We define a “Core Streaming Subscription” as: i. a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) for which we have recognized subscription revenue, whether directly or through a third party, from a Streaming platform; ii. a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; iii. a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis, including third-party services that host a branded environment of discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis; iv. a retail or wholesale subscription to an independently-branded, regional product sold on a stand-alone basis that includes discovery+, HBO, HBO Max, Max, and/or a Premium Sports Product, for which we have recognized subscription revenue (as per (i) –(iii) above); and users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires.
Studios WBD’s Studios business includes the Warner Bros. Motion Picture Group (“WBMPG”), DC Studios, Warner Bros. Television Group (“WBTVG”), Consumer Products, Themed Entertainment and Brand Licensing, DC Comics Publishing, Content Licensing, Home Entertainment, Studio Operations, and Interactive Gaming. WBMPG is comprised of Warner Bros. Pictures, New Line Cinema, and Warner Bros. Pictures Animation .
Motion Picture Group (“WBMPG”), DC Studios, Warner Bros. Television Group (“WBTVG”), Consumer Products, Themed Entertainment and Brand Licensing, DC Comics Publishing, Content Licensing, Home Entertainment, Studio Operations, and Interactive Gaming. WBMPG is comprised of Warner Bros. Pictures, New Line Cinema, and Warner Bros. Pictures Animation . WBMPG partners with captivating storytellers to create filmed entertainment for a global audience.
Our contractual agreements with distributors are renewed or renegotiated from time to time in the ordinary course of business.
Our ability to secure distribution agreements is necessary to ensure the retention of our audiences. Our contractual agreements with distributors are renewed or renegotiated from time to time in the ordinary course of business.
Our networks and streaming services, which include Max, HBO Max, and discovery+, compete for the sale of advertising with other television networks, including broadcast, cable, local networks, other content distribution outlets and new market participants for their target audiences and the sale of advertising.
Our services also compete for the sale of advertising with other television networks, including broadcast, cable, local networks, other streaming services, other content distribution outlets (including large social media and free video distribution platforms), and new market participants for their target audiences and the sale of advertising.
Other headwinds in the industry, such as continued pressures on linear distribution and continued softness in the U.S. linear advertising market, have had, and are expected to continue to have, a material impact on the operations and results of the Company, including a negative impact on the results of operations attributed to declines in linear advertising revenue.
Discovery, Inc. and one or more of its consolidated subsidiaries, unless the context otherwise requires. 6 Industry Trends Headwinds in the industry, such as continued pressures on linear distribution and declines in linear subscribers and continued softness in the U.S. linear advertising market, have had, and are expected to continue to have, a material impact on the operations and results of the Company, including a negative impact on the results of operations attributed to declines in linear advertising revenue.
In addition, the composition of our competitors has evolved with the entrance of new market participants, including companies in adjacent sectors with significant financial, marketing, and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing.
The composition of our competitors has evolved with the entrance of new market participants, including companies in adjacent sectors with significant financial, marketing, and other resources, greater efficiencies of scale, and fewer regulatory burdens. INTELLECTUAL PROPERTY We are one of the world’s leading creators, owners and distributors of intellectual property.
Program Carriage The Act and the FCC’s program carriage rules prohibit MVPDs from favoring their affiliated content networks over unaffiliated, similarly situated content networks in the rates, terms and conditions of their carriage agreements in a manner that unreasonably restrains the ability of the unaffiliated content network to compete fairly.
These rules permit the unaffiliated MVPD to initiate a complaint to the FCC against the content vendor and content networks if it believes this rule has been violated. 12 Program Carriage The Act and the FCC’s program carriage rules prohibit MVPDs from favoring their affiliated content networks over unaffiliated, similarly situated content networks in the rates, terms and conditions of their carriage agreements in a manner that unreasonably restrains the ability of the unaffiliated content network to compete fairly.
Our compensation programs are designed to implement our compensation philosophy by: • paying competitively, across salary grades and geographies; • applying compensation policies in an internally consistent manner; and • incentivizing our employees to deliver on our short- and long-term objectives. 11 Benefits We provide an array of benefits and programs that support our employees in their personal and professional lives.
Our compensation programs are designed to implement our compensation philosophy by: • paying competitively, across salary grades and geographies; • applying compensation policies in an internally consistent manner; and • incentivizing our employees to deliver both quantitative and qualitative results on our short- and long-term objectives.
Commercials embedded in our networks’ television content stream also must adhere to certain standards for ensuring that those commercials are not transmitted at louder volumes than our program material.
Commercials embedded in our networks’ television content stream also must adhere to certain standards for ensuring that those commercials are not transmitted at louder volumes than our program material. Certain states have adopted, or are contemplating adopting, similar volume standards applicable to streaming video content delivered directly to consumers.
WBMPG partners with captivating storytellers to create filmed entertainment for a global audience. DC Studios, tasked with developing properties licensed from DC Comics for film, television, animation, and games, continues the tradition of high-quality storytelling within the DC Universe, while building a sustainable growth business out of the iconic characters. WBTVG consists of Warner Bros.
DC Studios, tasked with developing properties licensed from DC Comics for film, television, animation, and games, continues the tradition of high-quality storytelling within the DC Universe, while building a sustainable growth business out of the iconic characters. WBTVG consists of Warner Bros. Television, the Company’s flagship television production unit for live-action scripted programming, as well as Warner Bros.
Irrespective of their validity, such claims may also result in substantial costs and diversion of resources which could have an adverse effect on our operations.
Third parties may challenge the validity or scope of our intellectual property from time to time, and the success of any such challenges could result in the limitation or loss of intellectual property rights. Irrespective of their validity, such claims may also result in substantial costs and diversion of resources which could have an adverse effect on our operations.
Television, the Company’s flagship television production unit for live-action scripted programming, as well as Warner Bros. Unscripted Television , which produces unscripted and alternative programming through its four production units – Warner Horizon Unscripted Television, Telepictures , Warner Bros. International Television Production, and Shed Media . WBTVG also includes Warner Bros.
Unscripted Television , which produces unscripted and alternative programming through its four production units – Warner Horizon Unscripted Television, Telepictures , Warner Bros. International Television Production, and Shed Media . WBTVG also includes Warner Bros. Animation, Cartoon Network Studios, and Hanna-Barbera Studios Europe .
As of December 31, 2024, we had 116.9 million DTC subscribers 1 . Our strong subscriber growth this year has driven increased revenue and profitability for the DTC segment. In 2025 and 2026, we anticipate additional launches of our streaming services in major markets.
Our streaming services are available on most mobile and connected TV devices. As of December 31, 2025, we had 131.6 million Streaming subscribers 1 . Our strong subscriber growth this year has driven increased revenue and profitability for the Streaming segment.
Our success in selling advertising is a function of the size and demographics of our audiences, quantitative and qualitative characteristics of the audience of each network, the perceived quality of the network and of the particular content, the brand appeal of the network and ratings as determined by third-party research companies, prices charged for advertising and overall advertiser demand in the marketplace.
Our success in selling advertising is a function of the size and demographics of our audiences, quantitative and qualitative characteristics of the audience of each network, the perceived quality of the network and of the particular content, the brand appeal of the network and ratings as determined by third-party research companies, prices charged for advertising and overall advertiser demand in the marketplace. 11 Our services also compete for their target audiences with all forms of content and other media provided to viewers, including broadcast, cable and local networks, a growing number of paid and ad-supported streaming services, other digital products, online activities, and other forms of news, information and media entertainment.
Our strategy to grow our DTC business globally delivered success in 2024 with the launch of Max in 73 new markets across Latin America, the Caribbean, Europe, and Asia and the addition of 19.3 million global subscribers to our DTC products.
Our strategy to grow our Streaming business globally delivered success in 2025 with HBO Max’s expansion hitting over 100 markets including Latin America, the Caribbean, Europe, Australia, and Asia and the addition of 14.7 million global subscribers to our Streaming products.
In 2024, CNN , our global news brand, launched CNN International in Europe on Max, giving audiences the ability to access a combination of on-air CNN content and exclusive programming on WBD’s streaming service in Spain, Nordics, Belgium, Netherlands, and Central and Eastern Europe. TNT Sports is a global leader in the delivery of premium sports content.
CNN , a leading global news brand, launched CNN All Access in October 2025, giving audiences the ability to access a combination of on-air CNN content, news coverage, and exclusive programming directly on CNN’s apps and websites. 10 TNT Sports is a global leader in the delivery of premium sports content.
Games , a worldwide publisher, developer, licensor, and distributor of content for the interactive space across all platforms, including console, handheld, mobile, and PC-based gaming for both internal and third-party game titles. In September 2024, WBD announced a new global structure for the Company’s worldwide studio tours, retail destinations, touring exhibitions, and all location-based experiences.
Games , a worldwide publisher, developer, licensor, and distributor of content for the interactive space across all platforms, including console, handheld, mobile, and PC-based gaming for both internal and third-party game titles. In June 2025, Warner Bros. Games announced its new focus on four core franchises - Harry Potter, Game of Thrones, DC, and Mortal Kombat.
AVAILABLE INFORMATION All of our filings with the U.S.
The L&D team also provides tuition reimbursement for eligible courses. AVAILABLE INFORMATION All of our filings with the U.S.
Obscenity Restrictions MVPDs are prohibited from transmitting obscene content, and our distribution agreements generally require us to refrain from including such content on our networks. 10 Regulation of Digital Products and Services We operate a variety of free, advertising-based and subscription-based digital products and streaming services providing news, information and entertainment to consumers in the U.S. and international markets via web, mobile and connected TV platforms.
Regulation of Digital Products and Services We operate and market a variety of free, advertising-based and subscription-based digital products and services, including streaming services and games, providing news, information and entertainment to consumers in the U.S. and international markets via various platforms (e.g., websites and apps).
Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada. International subscribe r - We define an International subscriber as a subscription based outside of the United States of America or Canada. 8 COMPETITION Providing content across various distribution platforms is a highly competitive business worldwide.
Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada.
TNT Sports’ owned-and-operated platforms include Bleacher Report, Eurosport.com, House of Highlights , Golf Digest, and a full suite of digital and social brands.
In Latin America, the TNT Sports portfolio includes live broadcasting for UEFA Champions League and UEFA Super Cup in Brazil and Mexico; Premier League, FA Challenge Cup and Community Shield in Mexico; and Campeonato Paulista in Brazil. TNT Sports’ owned-and-operated platforms include Bleacher Report, Eurosport.com, House of Highlights , Golf Digest, and a full suite of digital and social brands.
Additional U.S. federal and state laws and regulations apply or may be adopted with respect to our digital products and services, covering such issues as data privacy and security, the online safety of children and teens, dissemination or moderation of user-generated content, advertising, competition, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.
Our digital products and services are subject to federal and state laws in the U.S. covering areas including consumer protection, data privacy and security, online safety of children and teens, advertising, competition, access by persons with disabilities and intellectual property.
The Penguin also earned Colin Farrell a Golden Globe Award in the category for Best Performance by a Male Actor in a Limited Series, Anthology Series, or a Motion Picture Made for Television. Another standout was True Detective: Night Country , which became the series’ most watched season, receiving 19 Emmy nominations and one win for Jodie Foster’s performance.
In 2025, HBO’s crime drama The Penguin earned Colin Farrell a Golden Globe Award in the category for Best Performance by a Male Actor in a Limited Series, Anthology Series, or a Motion Picture Made for Television, and the series garnered nine wins at the 77th Emmy Awards.
HBO is one of the most respected and innovative entertainment brands in the world, serving iconic, award-winning programming through the HBO linear channels and our DTC streaming service, Max. In 2024, HBO’s crime drama The Penguin earned positive reviews and grew its premiere-night audience by 54% from debut to finale.
In January 2026, HBO Max was launched in Germany and Italy, and we anticipate launching in the UK in March 2026. HBO is one of the most respected and innovative entertainment brands in the world, serving iconic, award-winning programming through the HBO linear channels and our DTC streaming service, HBO Max.
In 2025, our content pipeline for HBO and Max includes the highly anticipated returns of The White Lotus , The Last of Us , Hacks , ...And Just Like That , Peacemaker , and The Gilded Age, as well as the series premieres of It: Welcome to Derry and The Eastern Gate . discovery+ is WBD’s non-fiction, real-life subscription-based streaming service. discovery+ features a wide range of series across popular passion verticals, including lifestyle and relationships; home and food; true crime; paranormal; adventure and natural history; science, tech, and the environment; and a slate of high-quality documentaries. discovery+ highlights for 2024 included the premiere of Quiet on Set and the return of the Curious Case of Natalia Grace .
Hit series returning in 2026 include House of the Dragon , Euphoria , The Pitt, and Hacks . discovery+ is WBD’s non-fiction, real-life subscription-based streaming service. discovery+ features a wide range of series across popular passion verticals, including lifestyle and relationships; home and food; true crime; paranormal; adventure and natural history; science, tech, and the environment; and a slate of high-quality documentaries.
For the year ended December 31, 2024, distribution, advertising, content, and other revenues were 53%, 36%, 9%, and 2%, respectively, of total revenues for this segment. 7 DTC WBD’s DTC business includes our streaming services, such as Max and discovery+ , and premium pay-TV services, such as HBO. Our streaming services are available on most mobile and connected TV devices.
For the year ended December 31, 2025, distribution, advertising, content, and other revenues were 55%, 36%, 7%, and 2%, respectively, of total revenues for this segment. COMPETITION Providing content across various distribution platforms is a highly competitive business worldwide.
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Industry Trends The WGA and SAG-AFTRA went on strike in May and July 2023, respectively, following the expiration of their respective collective bargaining agreements with the Alliance of Motion Picture and Television Producers (“AMPTP”). The WGA strike ended on September 27, 2023, and a new collective bargaining agreement was ratified on October 9, 2023.
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In addition, the imposition of tariffs by the U.S. government and any retaliatory tariffs from foreign governments, including tariffs directly or indirectly applicable to our industry, may negatively impact our operations and results, including by leading to higher productions costs or decreased spending by advertisers whose expenditures are sensitive to such actions or to general economic conditions.
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The SAG-AFTRA strike ended on November 9, 2023, and a new collective bargaining agreement was ratified on December 5, 2023. The strikes had a material impact on the operations and results of the Company in 2023, including a pause on certain theatrical and television productions.
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Our asset mix strongly positions us to execute our key strategies: grow our streaming business globally, enhance our Studios segment, and manage our linear networks for the best possible success in order to create long-term value for our shareholders.
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Effects 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.
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In the first quarter of 2025, the Company renamed its DTC reportable segment to Streaming and its Networks reportable segment to Global Linear Networks.
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The Company experienced content completion and delivery delays in the first quarter of 2024 due to the pause in television and theatrical productions in 2023, but did not experience any material impacts for the remainder of 2024.
Added
In June 2025, the Company announced its plans to separate the Company into two publicly traded companies, Warner Bros. and Discovery Global, and in October 2025, the Company announced that the board of directors would evaluate a broad range of strategic options, including continuing to advance the separation of the Company, a transaction for the entire company or separate transactions for Warner Bros. and/or Discovery Global, as well as an alternative separation structure that would enable a merger of Warner Bros. and spin-off of Discovery Global.
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Corporate Reorganization On December 12, 2024, the Company announced that its board of directors had authorized the Company to implement a new corporate structure designed to enhance the Company’s strategic flexibility and create potential opportunities to unlock shareholder value.
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Termination of Netflix Merger In January 2026, the Company entered into an amended and restated agreement and plan of merger, by and among the Company, Netflix, Inc.
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Under the new corporate structure, the Company will serve as the parent company for two distinct operating divisions: Global Linear Networks and Streaming & Studios.
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(“Netflix”), Nightingale Sub, Inc., a wholly owned subsidiary of Netflix, and New Topco 25, Inc., a wholly owned subsidiary of WBD (the “Netflix Merger Agreement”), under which Netflix would have acquired the Streaming and Studios segments (subject to certain deviations) and certain other assets and liabilities, including the Company’s film and television studios, HBO Max, and HBO, following the separation and distribution of Discovery Global to the Company’s stockholders (the “Separation Transaction”).
Removed
To facilitate the implementation of this new structure and the movement of entities and assets to align with the new operating divisions, on January 1, 2025, the Company completed certain transactions, including (1) a merger of Discovery Holding Company with and into a newly formed subsidiary of WarnerMedia Holdings, Inc.
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Following the board of directors’ determination that it had received a “Company Superior Proposal,” as defined in the Netflix Merger Agreement, from PSKY and Netflix’s waiver of its right to propose revisions to the Netflix Merger Agreement, on February 27, 2026, in accordance with the terms of the Netflix Merger Agreement, the Company terminated the Netflix Merger Agreement in connection with entering into the PSKY Merger Agreement (as defined below).
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(the “DHC Merger”) and (2) a merger of a second newly formed subsidiary of WarnerMedia Holdings, Inc. with and into Scripps Networks Interactive, Inc. (the “Scripps Merger”). As a result of the DHC Merger, Discovery Communications, LLC became an indirect subsidiary of WarnerMedia Holdings, Inc.
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In connection with the termination of the Netflix Merger Agreement, PSKY, on behalf of the Company, paid Netflix a termination fee of $2.8 billion in cash (the “Netflix Termination Fee”) as required by the terms of the Netflix Merger Agreement. 7 PSKY Merger On February 27, 2026, the Company entered into an agreement and plan of merger, by and among the Company, PSKY and Prince Sub Inc., a wholly owned subsidiary of PSKY (“Merger Sub”) (as may be amended from time to time, the “PSKY Merger Agreement”), pursuant to which and subject to the terms and conditions therein, at the effective time, Merger Sub will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of PSKY.
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As a result of the Scripps Merger, Scripps Networks Interactive, Inc. became a direct subsidiary of WarnerMedia Holdings, Inc.
Added
Upon completion of the PSKY Merger, each issued and outstanding share of WBD common stock (subject to certain exceptions) will be converted into the right to receive an amount in cash equal to $31.00, without interest, plus, if the closing date of the PSKY Merger occurs after September 30, 2026, the Ticking Consideration (the “Merger Consideration”).
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Animation, Cartoon Network Studios, and Hanna-Barbera Studios Europe . 6 Among the Studios segment’s content highlights for 2024 were Dune: Part Two, Beetlejuice, Beetlejuice and Godzilla x Kong: The New Empire on the film side, with Warner Bros. Discovery becoming the first studio to cross the $1 billion mark at the worldwide box office that year.
Added
The “Ticking Consideration” will be an amount in cash equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026 to and including the closing date (which, for the avoidance of doubt, will not exceed $0.25 per 90 calendar day period). Concurrently with the execution of the PSKY Merger Agreement, Larry J.
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Award-winning TV titles for 2024 include Abbott Elementary , Shrinking, and The Voice. As of December 31, 2024, the new series The Penguin remains one of the most-watched debut seasons globally of any current HBO or Max show, behind only House of the Dragon and The Last of Us .
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Ellison and an associated trust entered into a guarantee in favor of WBD to, among other things, jointly and severally guarantee certain payments by PSKY under the PSKY Merger Agreement, including $45.72 billion of the Merger Consideration, and assist WBD with the consummation of the PSKY Merger.
Removed
Beyond its production operations, the Studios segment includes various businesses that facilitate consumer interaction with the intellectual property it creates. Global Consumer Products, Themed Entertainment and Brand Licensing, and world-renowned comic and publishing powerhouse DC Comics, all drive opportunities for consumers to engage with WBD’s leading entertainment brands and franchises.
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The completion of the PSKY Merger is subject to the receipt of required regulatory approvals, the approval of WBD shareholders and other customary closing conditions.
Removed
WBD Global Experiences brings together the previous Global Themed Entertainment licensing group and the Studio Tours & Retail owned and operated group into a single worldwide division to develop and execute on global strategies that offer partners a mix of both group models, putting WBD in a position to drive growth and become a worldwide leader in the creation, development, licensing, and operation of location-based entertainment inspired by Harry Potter , DC, Looney Tunes, Scooby-Doo , Game of Thrones , Friends , Discovery and more.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

97 edited+62 added−35 removed116 unchanged
Biggest changeAll of these factors could materially adversely affect our stock price, business, financial condition, results of operations or cash flows. 23 We have been engaged in legal proceedings and disputes related to the Merger and could be subject to additional legal proceedings and disputes related to the Merger, the outcomes of which are uncertain and could negatively impact our business, financial condition and results of operations.
Biggest changeIn such circumstances, we may be required to use available cash that would have otherwise been available for general corporate purposes or other uses, which may materially and adversely affect our business, results of operations and financial condition.
If we are unable to effectively reduce and sustain our leverage ratio, it could have significant negative consequences on our financial condition and results of operations, including: • impairing our ability to meet one or more of the financial ratio covenants contained in our revolving credit facility or our term loan credit facility or to generate cash sufficient to pay the interest or principal, which could result in an acceleration of some or all of our outstanding debt in the event that an uncured default occurs; • increasing our vulnerability to adverse economic and market conditions; • limiting our ability to obtain additional debt or equity financing; • requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing the amount of cash flow available for other purposes such as capital expenditures, investments, share repurchases, and mergers and acquisitions; • requiring us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet payment obligations; 18 • limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete; and • placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.
If we are unable to effectively reduce and sustain our leverage ratio, it could have significant negative consequences on our financial condition and results of operations, including: • impairing our ability to meet one or more of the financial ratio covenants contained in our revolving credit facility or our term loan credit facility or to generate cash sufficient to pay the interest or principal, which could result in an acceleration of some or all of our outstanding debt in the event that an uncured default occurs; • increasing our vulnerability to adverse economic and market conditions; • limiting our ability to obtain additional debt or equity financing; • requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing the amount of cash flow available for other purposes such as capital expenditures, investments, share repurchases, mergers and acquisitions, other business opportunities, and other purposes; • requiring us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet payment obligations; • limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete; and • placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.
If existing subscribers, including those who receive subscriptions through wireless, broadband, or streaming bundling arrangements with third parties or through wholesale arrangements with MVPDs, cancel or discontinue their subscriptions for any reason, including as a result of selecting an alternative wireless or broadband plan that does not bundle our products, canceling or discontinuing their MVPD subscription, or due to the availability of competing offerings that are perceived to offer greater value compared to our DTC products, our business may be adversely affected.
If existing subscribers, including those who receive subscriptions through wireless, broadband, or streaming bundling arrangements with third parties or through wholesale arrangements with MVPDs, cancel or discontinue their subscriptions for any reason, including as a result of selecting an alternative wireless or broadband plan that does not bundle our products, canceling or discontinuing their MVPD subscription, or due to the availability of competing offerings that are perceived to offer greater value compared to our streaming products, our business may be adversely affected.
Providers of debt and equity financing may also consider our position on these issues and the ratings of external firms (which we have limited ability to influence) in their decisions involving the Company, which could impact our cost of capital and adversely affect our business. Foreign exchange rate fluctuations may adversely affect our operating results and financial conditions.
Providers of debt and equity financing may also consider our position on these issues and the ratings of external firms (which we have limited ability to influence) in their decisions involving the Company, which could impact our cost of capital and adversely affect our business. 27 Foreign exchange rate fluctuations may adversely affect our operating results and financial conditions.
Additionally, if we are unable to live up to evolving stakeholder expectations and industry standards for environmental, social and governance issues, or if we are perceived by consumers, stockholders or employees to have not responded appropriately with respect to these issues, our reputation, and therefore our ability to sell our products and services, could be negatively impacted.
Additionally, if we are unable to live up to evolving stakeholder expectations and industry standards for environmental, social and governance issues, or if we are perceived by consumers, stockholders or employees to have not responded appropriately with respect to these issues, our reputation, and therefore our ability to sell our content, products and services, could be negatively impacted.
There can be no assurance, however, that consumers and advertisers will embrace our offerings, that subscribers will activate or renew a subscription, particularly given the significant number of streaming services in the marketplace, or that our DTC business or other strategies we implement will be as successful or as profitable as our traditional linear television business.
There can be no assurance, however, that consumers and advertisers will embrace our offerings, that subscribers will activate or renew a subscription, particularly given the significant number of streaming services in the marketplace, or that our streaming business or other strategies we implement will be as successful or as profitable as our traditional linear television business.
For example, continued negative industry or economic trends, including the decline of traditional linear television viewership and linear ad revenues, declining levels of global GDP growth and soft advertising markets in the U.S., disruptions to our business, inability to effectively integrate acquired businesses, execution risk associated with anticipated growth in our DTC products, underperformance of our content, failure to renew content licenses and distribution agreements, including affiliate and sports rights renewals, unexpected significant changes or planned changes in use of the assets, including in connection with restructuring initiatives, divestitures and continued decline in our market capitalization could negatively affect our estimates of the fair value of our reporting units.
For example, continued negative industry or economic trends, including the decline of traditional linear television viewership and linear ad revenues, declining levels of global GDP growth and soft advertising markets in the U.S., disruptions to our business, inability to effectively integrate acquired businesses, execution risk associated with anticipated growth in our streaming products, underperformance of our content, failure to renew content licenses and distribution agreements, including affiliate and sports rights renewals, unexpected significant changes or planned changes in use of the assets, including in connection with restructuring initiatives, divestitures and continued decline in our market capitalization could negatively affect our estimates of the fair value of our reporting units.
We are subject to domestic and international privacy and data protection laws, which impact our ability to collect and use personal information. Our efforts to comply with such laws, which are continually evolving, could impose costly obligations on us and generate additional regulatory and litigation risk.
We are subject to domestic and international privacy and data protection laws, which impact our ability to collect, transfer and use personal information. Our efforts to comply with such laws, which are continually evolving, could impose costly obligations on us and generate additional regulatory and litigation risk.
Consequently, reduced public acceptance of our television programs, feature films, sports and news content or negative publicity regarding individuals or operations associated with our content or brands may decrease our audience share and customer/viewer reach and adversely affect our business, financial condition and results of operations.
Reduced public acceptance of our television programs, feature films, sports and news content or negative publicity regarding individuals or operations associated with our content or brands may decrease our audience share and customer/viewer reach and adversely affect our business, financial condition and results of operations.
Irrespective of their validity, such claims may result in substantial costs and diversion of resources which could have an adverse effect on our operations. 24 Our success depends on attracting, developing, motivating and retaining key employees and creative talent within our business.
Irrespective of their validity, such claims may result in substantial costs and diversion of resources which could have an adverse effect on our operations. Our success depends on attracting, developing, motivating and retaining key employees and creative talent within our business.
In order to respond to this decline, changing consumer behavior, increasing preferences to consume content on demand, and changes in content distribution models in the media and entertainment industries, we have invested in, developed and launched streaming services including Max and discovery+.
In order to respond to this decline, changing consumer behavior, increasing preferences to consume content on demand, and changes in content distribution models in the media and entertainment industries, we have invested in, developed and launched streaming services including HBO Max and discovery+.
Failing to gain the level of audience acceptance we expect for our content may negatively impact our business, financial condition and results of operations. 14 The commercial success of our content also depends upon the quality and acceptance of competing content available in the applicable marketplace.
Failing to gain the level of audience acceptance we expect for our content may negatively impact our business, financial condition and results of operations. The commercial success of our content also depends upon the quality and acceptance of competing content available in the applicable marketplace.
In addition, from time to time we may adjust our corporate structure, reporting and operating segments, or business strategies in connection with significant transactions, changes occurring across an evolving media landscape, macroeconomic conditions and/or other changes related to our business.
From time to time we may adjust our corporate structure, reporting and operating segments, or business strategies in connection with significant transactions, changes occurring across an evolving media landscape, macroeconomic conditions and/or other changes related to our business.
If our or our service providers’ information security systems or data are compromised, such compromises could result in a disruption of services or a reduction of the revenues we are able to generate from such services, damage to our brands and reputation, a loss of confidence in the security of our offerings and services, and significant legal, regulatory and financial exposure, each of which could potentially have an adverse effect on our business. 25 Our business, financial condition and results of operations may be negatively impacted by the outcome of uncertainties related to litigation.
If our or our service providers’ information security systems or data are compromised, such compromises could result in a disruption of services or a reduction of the revenues we are able to generate from such services, damage to our brands and reputation, a loss of confidence in the security of our offerings and services, and significant legal, regulatory and financial exposure, each of which could potentially have an adverse effect on our business, financial condition and results of operations. 30 Our business, financial condition and results of operations may be negatively impacted by the outcome of uncertainties related to litigation.
In certain geographic regions, our ability to fully capture viewership information may be limited by local laws and regulations. 13 As further discussed in other parts of this Item 1a.
In certain geographic regions, our ability to fully capture viewership information may be limited by local laws and regulations. As further discussed in other parts of this Item 1A.
From time to time, we are subject to a number of legal claims, regulatory investigations, litigation actions (asserted individually and/or on behalf of a class), and/or arbitration proceedings, both in the U.S. and in foreign countries, including, at any particular time, claims relating to antitrust, intellectual property, employment, wage and hour, consumer privacy, regulatory and tax proceedings, contractual and commercial disputes, and the production, distribution, and licensing of our content.
From time to time, we are subject to a number of legal claims, regulatory investigations, litigation actions (asserted individually and/or on behalf of a class), and/or arbitration proceedings, both in the U.S. and in foreign countries, including, at any particular time, claims relating to antitrust, intellectual property, employment, wage and hour, consumer privacy, free speech, regulatory and tax proceedings, contractual and commercial disputes, and the production, distribution, and licensing of our content.
We have implemented processes, strategies and incident response plans designed to identify, assess and manage cyber risks and information security vulnerabilities (as further described in Item 1C. Cybersecurity).
We have implemented processes, strategies and incident response plans designed to identify, assess and manage cybersecurity risks and information security vulnerabilities (as further described in Item 1C. Cybersecurity).
In addition, many foreign jurisdictions have increased scrutiny and have either changed, or plan to change, their international tax systems due to the Organisation for Economic Co-operation and Development’s Base Erosion and Profit Shifting recommendations. These recommendations include, among other things, profit reallocation rules and a 15% global minimum corporate income tax rate.
In addition, many foreign jurisdictions have increased scrutiny and have either changed, or plan to change, their international tax systems due to the Organisation for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting recommendations. These recommendations include, among other things, profit reallocation rules and a framework for a 15% global minimum corporate income tax rate.
Decreases in consumer discretionary spending in the U.S. and other countries where our content is distributed may cause a decrease in cable television subscriptions, subscriptions to our DTC products, or movie theater attendance to view our feature films, among others, all of which may negatively affect our revenues and results of operations.
Decreases in consumer discretionary spending in the U.S. and other countries where our content is distributed may cause a decrease in cable television subscriptions, subscriptions to our streaming products, or movie theater attendance to view our feature films, among others, all of which may negatively affect our revenues and results of operations.
Significant shortfalls in recruitment or retention, or failure to adequately motivate or compensate employees or creative talent, could adversely affect our ability to compete and achieve our strategic goals. Attracting, developing, motivating and retaining talented employees are essential to the successful delivery of our products and services and success in the marketplace.
Significant shortfalls in recruitment or retention, or failure to adequately motivate or compensate employees or creative talent, could adversely affect our ability to compete and achieve our strategic goals. Attracting, developing, motivating, retaining and investing in talented employees are essential to the successful delivery of our content, products and services and success in the marketplace.
As of December 31, 2024, we were an employer that provided more than 5% of total contributions to certain of the multiemployer plans in which we participate. If we choose to stop participating or substantially reduce participation in certain of these plans, we may be subject to a withdrawal liability.
As of December 31, 2025, we were an employer that provided more than 5% of total contributions to certain of the multiemployer plans in which we participate. If we choose to stop participating or substantially reduce participation in certain of these plans, we may be subject to a withdrawal liability.
If our DTC products fail to attract and retain subscribers, our business, financial condition and results of operations may be adversely impacted. Our Max and discovery+ offerings are subscription-based streaming services and are among many such services in a crowded and highly competitive landscape.
If our streaming products fail to attract and retain subscribers, our business, financial condition and results of operations may be adversely impacted. Our HBO Max and discovery+ offerings are subscription-based streaming services and are among many such services in a crowded and highly competitive landscape.
For example, during fiscal year 2022, in connection with the completion of the acquisition (the “Merger”) in which we acquired the WarnerMedia business (the “WarnerMedia Business”) from AT&T Inc. (“AT&T”), we changed our segment presentation and implemented various restructuring and transformation initiatives.
For example, during fiscal year 2022, in connection with the completion of the acquisition (the “WarnerMedia Merger”) in which we acquired the WarnerMedia business (the “WarnerMedia Business”) from AT&T Inc. (“AT&T”), we changed our segment presentation and implemented various restructuring and transformation initiatives.
It may be difficult for a third party to acquire us, even if such acquisition would be beneficial to our stockholders. Certain provisions of our charter and bylaws may discourage, delay or prevent a change in control that a stockholder may consider favorable.
Our charter and bylaws contain provisions that may make it difficult for a third party to acquire us, even if such acquisition would be beneficial to our stockholders. Certain provisions of our charter and bylaws may discourage, delay or prevent a change in control that a stockholder may consider favorable.
Further, new technologies such as generative AI and their impact on our intellectual property rights remain uncertain, and development of the law in this area could impact our ability to protect against infringing uses or result in infringement claims against us.
Further, new technologies such as generative AI and their impact on our intellectual property rights remain uncertain, and development of the law in this area could negatively impact our ability to deploy new technologies or our ability to protect against infringing uses or result in infringement claims against us.
For example, in 2024, we determined that our estimate of the fair value of our Networks reporting unit was below its recorded value on our balance sheet and we recorded a $9.1 billion pre-tax, non-cash impairment of goodwill.
For example, in 2024, we determined that our estimate of the fair value of our Global Linear Networks reporting unit was below its recorded value on our balance sheet and we recorded a $9.1 billion pre-tax, non-cash impairment of goodwill.
However, our procedures may not be sufficient to adequately mitigate the negative impacts of a cyber breach or adverse event and we may not have adequate insurance coverage to compensate us for any losses that may occur.
However, our procedures may not be sufficient to adequately mitigate the negative impacts of a cybersecurity breach or adverse event and we may not have adequate insurance coverage to compensate us for any losses that may occur.
Further, decreases in consumer discretionary spending in the markets where our DTC products are offered may reduce our ability to attract and retain subscribers to our services, which could have a negative impact on our business.
Further, decreases in consumer discretionary spending in the markets where our streaming products are offered may reduce our ability to attract and retain subscribers to our services, which could have a negative impact on our business.
If we are unable to effectively market our DTC products or if consumers do not perceive the pricing and related features of our DTC products to be of value versus our competitors, we may not be able to attract and retain subscribers.
If we are unable to effectively market our streaming products or if consumers do not perceive the pricing and related features of our streaming products to be of value versus our competitors, we may not be able to attract and retain subscribers.
If, as a result of their assessment of our position on environmental, social, and governance matters, certain investors are unsatisfied with our actions, they may reconsider their investment in the Company.
If, as a result of their assessment of our position on environmental, social, and governance matters, certain investors are dissatisfied with our actions, they may reconsider their investment in the Company.
Relatedly, a decrease in viewing subscribers on our advertising-supported DTC products could also have a negative impact on the rates we are able to charge advertisers for advertising-supported services.
Relatedly, a decrease in viewing subscribers on our advertising-supported streaming products could also have a negative impact on the rates we are able to charge advertisers for advertising-supported services.
Competition for employees and personalities can be intense and if we are unable to successfully integrate, motivate and reward our current employees, we may not be able to retain them.
Competition for employees and personalities can be intense and if we are unable to successfully integrate, motivate and competitively recognize and reward our current employees, we may not be able to retain them.
In addition, despite efforts to detect cyber breaches, cybersecurity attacks can persist for an extended period of time before being detected, and following detection, it may take considerable time to understand the nature, scope, impact and timing of the cyberattack.
In addition, despite efforts to detect cybersecurity breaches, cybersecurity attacks can persist for an extended period of time before being detected, and following detection, it may take considerable time to understand the nature, scope, impact and timing of the cyberattack or resolve the cyberattack.
This has changed the landscape of traditional television advertising spending, prompting advertisers to shift their strategies, and ultimately advertising spend, toward streaming services and other digital products to reach target audiences. In addition, a number of other streaming services with larger subscriber bases and greater household penetration have recently introduced ad-supported tiers.
This has changed the landscape of traditional television advertising spending, prompting advertisers to shift their strategies, and ultimately advertising spend, toward streaming services and other digital products to reach target audiences. In addition, a number of other streaming services with larger subscriber bases and greater household penetration offer ad-supported tiers.
Our business depends upon the continued efforts, abilities and expertise of our corporate and divisional executive teams and entertainment personalities, and the ability to attract and retain these talented employees and personalities is critical in the development and delivery of products and services, which is an integral component of our growth strategy.
Our business depends upon the continued efforts, abilities and expertise of our corporate and divisional executive teams and entertainment personalities, and the ability to attract and retain these talented employees and personalities is critical in the development and delivery of content, products and services, which are integral components of our growth strategy.
These factors include, without limitation: • actual or anticipated variations in our financial and operating results; • changes in our estimates, guidance or business plans; • variations between our actual results and expectations of securities analysts, or changes in financial estimates and recommendations by securities analysts; • market sentiment about our industry in general or our business in particular, including our level of debt, our leverage ratio, credit ratings, and our ability to effectively compete in the categories and industries in which we operate; • sales of our stock in the public market by our stockholders, some of whom, together with their affiliates, hold large amounts of our stock; • the activities, operating results or stock price of our competitors, or other industry participants; • spending on domestic and foreign television and digital advertising; • the announcement or completion of significant transactions by us or a competitor; • overall general market fluctuations and other events affecting the stock market generally; and • the economic and political conditions in the U.S. and internationally, as well as other factors described in this Item 1A. 26 Some of these factors may adversely impact the price of our common stock, regardless of our operating performance.
These factors include, without limitation: • actual or anticipated variations in our financial and operating results; • changes in our estimates, guidance or business plans; • variations between our actual results and expectations of securities analysts, or changes in financial estimates and recommendations by securities analysts; • market sentiment about our industry in general or our business in particular, including our level of debt, our leverage ratio, credit ratings, and our ability to effectively compete in the categories and industries in which we operate; • sales of our stock in the public market by our stockholders, some of whom, together with their affiliates, hold large amounts of our stock; • the activities, operating results or stock price of our competitors, or other industry participants; • spending on domestic and foreign television and digital advertising; • the announcement or completion of, or interim developments or publicity related to, significant transactions by us (such as the PSKY Merger) or a competitor; • overall general market fluctuations and other events affecting the stock market generally; and 31 • the economic and political conditions in the U.S. and internationally, as well as other factors described in this Item 1A.
We are subject to domestic and international laws associated with the acquisition, storage, disclosure, use and protection of personal data, including under the European General Data Protection Regulation, more than a dozen U.S. federal and state privacy laws, including, but not limited to, the CCPA, and many other international laws and regulations.
We are subject to domestic and international laws associated with the collection, storage, disclosure, use and protection of personal data, including under the European General Data Protection Regulation, more than a dozen U.S. federal and state privacy laws, including, but not limited to, the California Consumer Privacy Act, and many other international laws and regulations.
We have incurred and will likely continue to incur significant costs to develop and market our streaming services, including costs related to international expansion, technological enhancements, and subscriber acquisition.
We have incurred and will likely continue to incur significant costs to develop and market our streaming services, including costs related to international expansion, technological enhancements, production of original content and subscriber acquisition.
The ways in which viewers consume content, and technology and distribution models in the media and entertainment industries, continue to evolve, and new distribution platforms, as well as increased competition from new entrants and emerging technologies, have added to the complexity of maintaining predictable revenues.
The ways in which viewers consume content, and technology and distribution models in the media and entertainment industries, continue to evolve. New distribution platforms, as well as increased competition from new entrants and emerging technologies and the availability of alternative forms of entertainment (including user-generated content), have added to the complexity of maintaining predictable revenues.
The risk of cyberattacks may continue to increase as technologies evolve and cyber criminals conduct their attacks using more sophisticated methods, including those which use AI. We may be unable to anticipate these methods and implement adequate preventative measures.
The risk of cyberattacks is significant and continues to evolve as technologies advance and cyber criminals conduct their attacks using more sophisticated methods, including those which use AI. We may be unable to anticipate these methods and implement adequate preventative measures.
Failure to renew an agreement prior to its expiration could lead to service blackout, which could in turn affect both our revenues and our reputation with viewers. 15 While the number of subscribers associated with our networks impacts our ability to generate advertising revenue (as further described elsewhere in this Item 1A), subscription-based revenue also represents a significant portion of our revenue.
Failure to renew an agreement prior to its expiration could lead to service blackout, which could in turn affect both our revenues and our reputation with viewers. While the number of subscribers associated with our networks impacts our ability to generate advertising revenue (as further described elsewhere in this Item 1A.
These risks include: • laws and policies affecting trade and taxes, including tariffs and laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws; • local regulatory requirements (and any changes to such requirements), including restrictions on content, censorship, imposition of local content quotas, local production levies and investment obligations, and restrictions or prohibitions on foreign ownership, outsourcing, consumer protection, targeted advertising, intellectual property and related rights, including copyright and rightsholder rights and remuneration; • our ability to obtain the appropriate licenses and other regulatory approvals we need to distribute content in foreign countries as well as regulatory intervention on how we currently operate, including how we license and distribute content; • differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property; • foreign exchange regulations, or significant fluctuations in foreign currency value and foreign exchange rates, as further described below in this Item 1A; • capital, currency exchange and central banking controls; • the instability of foreign economies and governments; • the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including the ongoing conflicts in Europe and the Middle East; • anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K.
These risks include: • laws and policies affecting trade and taxes, including tariffs, and laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws; • local regulatory requirements (and any changes to such requirements), including restrictions on content, censorship, imposition of local content quotas, local production levies and investment obligations, and restrictions or prohibitions on foreign ownership, outsourcing, consumer protection, targeted advertising, intellectual property and related rights, including copyright and rightsholder rights and remuneration; • our ability to obtain the appropriate licenses and other regulatory approvals we need to distribute content in foreign countries, as well as regulatory intervention on how we currently operate, including how we license and distribute content; • differing degrees of protection for intellectual property and varying attitudes toward the piracy of intellectual property; • regulations governing new technological developments, such as generative AI, which are nascent and rapidly evolving such that the impact on areas related to our business remains uncertain; • foreign exchange regulations, or significant fluctuations in foreign currency value and foreign exchange rates, as further described below in this section; • capital, currency exchange and central banking controls; • the instability of foreign economies and governments; • the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including the ongoing conflicts in Europe and the Middle East; • anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act and the U.K.
These provisions are not intended to make us immune from takeovers. As noted above, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in our best interests and the best interests of our stockholders.
As noted above, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in our best interests and the best interests of our stockholders.
In addition, new technology, including generative artificial intelligence (“AI”), is evolving rapidly and our ability to compete could be adversely affected if our competitors gain an advantage by using such technologies.
In addition, new technology, including generative artificial intelligence (“AI”), is evolving rapidly and becoming more prevalent in business operations and content generation, and our ability to compete could be adversely affected if our competitors gain an advantage by using such technologies.
The ability of our subsidiaries, including WarnerMedia Holdings, Inc., Scripps Networks Interactive, Inc., and Discovery Communications, LLC to pay dividends or to make other payments or advances to us will depend on their individual operating results and any statutory, regulatory or contractual restrictions, including restrictions under our credit facilities, to which they may be or may become subject.
The ability of our subsidiaries to pay dividends or to make other payments or advances to us will depend on their individual operating results and any statutory, regulatory or contractual restrictions, including restrictions under our credit facilities, to which they may be or may become subject.
We contribute to various multiemployer defined benefit pension plans (the “multiemployer plans”) under the terms of collective bargaining agreements that cover certain of our union-represented employees which could subject us to liabilities in certain circumstances.
Our participation in multiemployer defined benefit pension plans could subject us to liabilities that could adversely affect our business, financial condition and results of operations. We contribute to various multiemployer defined benefit pension plans (the “multiemployer plans”) under the terms of collective bargaining agreements that cover certain of our union-represented employees which could subject us to liabilities in certain circumstances.
Bribery Act that impose stringent requirements on how we conduct our foreign operations and changes in these laws and regulations; • sanction laws and regulations such as those administered by the Office of Foreign Assets Control that restrict our dealings with certain sanctioned countries, territories, individuals and entities; these laws and regulations are complex, frequently changing, and increasing in number, and may impose additional prohibitions or compliance obligations on our dealings in certain countries and territories, including sanctions imposed on Russia and certain Ukrainian territories as well as sanctions imposed on China; • challenges implementing effective controls to monitor business activities across our expanded international operations; 21 • restrictions on transfers of personal data under foreign privacy and data protection laws and U.S. national security regulations, including the Preventing Access to U.S.
Treasury Department’s Office of Foreign Assets Control, that restrict our dealings with certain sanctioned countries, territories, individuals and entities; these laws and regulations are complex, frequently changing, and increasing in number, and may impose additional prohibitions or compliance obligations on our dealings in certain countries and territories, including sanctions imposed on Russia, certain Ukrainian territories, and China; 26 • challenges implementing effective controls to monitor business activities across our expanded international operations; • restrictions on transfers of personal data under foreign privacy and data protection laws and U.S. national security regulations, including the Preventing Access to U.S.
Other factors, including the availability of alternative forms of entertainment and leisure time activities, piracy, and our ability to develop strong brand awareness may also affect the audience demand for our content.
Other factors, including the availability of alternative forms of entertainment and leisure time activities, piracy, our ability to develop strong brand awareness and general economic conditions and their effects on consumer spending may also affect the audience demand for our content.
These provisions include the following: • authorizing the issuance of “blank check” preferred stock without stockholder approval, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt; • classifying our board of directors with staggered three-year terms until the election of directors at our 2025 annual meeting of stockholders, which may lengthen the time required to gain control of our board of directors; • limiting who may call special meetings of stockholders; • prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders; • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; • the existence of authorized and unissued stock which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us.
These provisions include the following: • authorizing the issuance of “blank check” preferred stock without stockholder approval, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt; • limiting who may call special meetings of stockholders, including by imposing a 20% voting power ownership threshold and certain procedural requirements and limitations on the ability of stockholders to call a special meeting; • prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders; • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and • the existence of authorized and unissued stock which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us.
Risks Related to Our Financial, Capital and Corporate Structure Forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results.
Forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results.
These laws and regulations are continually evolving and many more U.S. state and federal laws and international laws may pass this year and over the next few years. See the discussion above in “Business – Regulatory Matters”.
These laws and regulations are continually evolving and many more U.S. state and federal laws and international laws may pass this year and over the next few years.
These increased disclosure obligations have required and may continue to require us to implement new practices and reporting processes, and have created and may continue to create additional compliance risk. They may also result in increased costs relating to tracking, reporting and compliance.
These increased disclosure obligations have required and may continue to require us to implement new practices and reporting processes, and have created and may continue to create additional compliance risk.
However, future changes in events or circumstances, such as a continuation or worsening of the current negative industry and economic trends and the other events and circumstances described above, could result in decreases in the fair value of our goodwill and other intangible assets and require us to record additional impairment losses that could materially adversely affect our results of operations in the periods recognized. 17 Service disruptions or the failure of communications satellites or transmitter facilities we rely upon could adversely impact our business, financial condition and results of operations.
However, future changes in events or circumstances, such as a continuation or worsening of the current negative industry and economic trends and the other events and circumstances described above, could result in decreases in the fair value of our goodwill and other intangible assets and require us to record additional impairment losses that could materially adversely affect our results of operations in the periods recognized.
Risks Related to Our Business and Industry Our businesses operate in highly competitive industries and if we are unable to compete effectively, our business, financial condition and results of operations could suffer. The media and entertainment industries in which we compete for viewers, distribution and advertising are highly competitive. See the discussion under “Business – Competition” that appears above.
Risks Related to Our Business and Industry Our businesses operate in highly competitive industries and if we are unable to compete effectively, our business, financial condition and results of operations could suffer. We operate in highly competitive global media and entertainment industries in which we compete for viewers, distribution, and advertising spend.
If we are not able to access our targeted audience with appealing category-specific content and adapt to new technologies, distribution methods, platforms and business models, we may experience a decline in viewership and ultimately a decline in the demand for our programming, which could lead to lower distribution and advertising revenues, materially and adversely affecting our business, financial condition and results of operations.
If we are not able to access our targeted audience with appealing category-specific content and adapt to new technologies, distribution methods, platforms and business models, we may experience a decline in viewership and ultimately a decline in the demand for our content, which could lead to lower content licensing, distribution, and advertising revenues, materially and adversely affecting our business, financial condition and results of operations. 18 The success of our business depends on the acceptance of our content and brands by our U.S. and international viewers, which may be unpredictable and volatile.
There can be no assurance that we can successfully navigate the evolving streaming and digital advertising market or that the advertising revenues we generate in that market will replace the declines in advertising revenues generated from our traditional linear business. The advertising market is also sensitive to general economic conditions and consumer buying patterns.
There can be no assurance that we can successfully navigate the evolving streaming and digital advertising market or that the advertising revenues we generate in that market will replace the declines in advertising revenues generated from our traditional linear business.
Therefore, the underperformance of a feature film, especially an “event” film, upon its theatrical release can result in lower-than-expected revenues for our business which could limit our ability to create future content.
Therefore, the underperformance of a feature film, especially an “event” film, i.e. one produced at higher cost and intended to reach a wider audience, upon its theatrical release can result in lower-than-expected revenues for our business which could limit our ability to create future content.
Certain of our businesses are conducted through joint ventures or partnerships with one or more third parties, in which we share ownership, management, and profits of the business operation to varying degrees. Certain of our businesses are conducted through joint ventures or partnerships with one or more third parties, where we have varying degrees of ownership and influence.
Certain of our businesses are conducted through joint ventures or partnerships with one or more third parties, where we have varying degrees of ownership and influence.
In addition, under our charter, we have not opted out of the protections of Section 203 of the Delaware General Corporation Law, and we are therefore governed by Section 203.
In addition, under our charter, we have not opted out of the protections of Section 203 of the Delaware General Corporation Law, and we are therefore governed by Section 203 (which does not, for the avoidance of doubt, apply to the PSKY Merger).
Accordingly, if our board of directors determines that a potential business combination transaction is not in our best interests and the best interests of our stockholders, but certain stockholders believe that such a transaction would be beneficial to us and our stockholders, such stockholders may elect to sell their shares in WBD and the market price of WBD common stock could decrease.
Accordingly, if our board of directors determines that a potential business combination transaction is not in our best interests and the best interests of our stockholders, but certain stockholders believe that such a transaction would be beneficial to us and our stockholders, such stockholders may elect to sell their shares in WBD and the market price of WBD common stock could decrease. 25 Risks Related to Domestic and Foreign Laws and Regulations; Other Risks Related to International Operations Changes in laws and regulations could adversely affect our business, financial condition and results of operations.
For example, the 2023 WGA and SAG-AFTRA strikes caused delays in the production of our television programs and feature films and in the release of certain programming. The impact of these strike-related delays and other consequences of these strikes have continued to impact our business even after the strikes were ultimately resolved.
For example, the 2023 WGA and SAG-AFTRA strikes caused delays in the production of our television programs and feature films and in the release of certain programming, which impacted our business even after the strikes were ultimately resolved.
Our consolidated indebtedness as of December 31, 2024 was $39,505 million, of which $2,748 million is current. In addition, we have the ability to draw down on a $6.0 billion revolving credit facility in the ordinary course, which would have the effect of further increasing our debt to the extent drawn.
Our consolidated indebtedness as of December 31, 2025 was $32,567 million, of which $139 million is current. In addition, we have the ability to draw down on a $4,000 million revolving credit facility in the ordinary course, which would have the effect of further increasing our debt to the extent drawn.
The license fees and other commercial terms that we receive are dependent, among other factors, on the acceptance and performance of our content with consumers.
Risk Factors), subscription-based revenue also represents a significant portion of our revenue. The license fees and other commercial terms that we receive are dependent on, among other factors, the acceptance and performance of our content with consumers.
We face increased competitive pressure for talent, content, audiences, subscribers, service providers, advertising spending and production infrastructure. We compete with a broad range of companies engaged in media, entertainment and communications services, some of whom have interests in multiple media and entertainment businesses that are often vertically integrated, all vying for consumer time, attention and discretionary spending.
We compete with a broad range of companies engaged in media, entertainment, communications and technology services, some of whom have interests in multiple media and entertainment businesses that are often vertically integrated, all vying for consumer time, attention and discretionary spending.
If a communications satellite or other transmission means (e.g., fiber) is not able to transmit our programming, or if any material component thereof fails or becomes inoperable, we may not be able to secure an alternative communications path in a timely manner because, among other factors, there are a limited number of service providers and other means available for the transmission of programming, and any alternatives may require lead time and additional technical resources and infrastructure to implement.
If a communications satellite, cloud-based platform, or other transmission or hosting means (e.g., fiber or other connectivity services) is not able to support our operations, or if any material component thereof fails or becomes inoperable, we may not be able to secure a timely alternative due to, among other factors, the limited number of available service providers and the potential need for additional lead time, technical resources, or infrastructure to implement alternatives.
Further, a high interest rate environment, whether arising out of a policy response to inflationary conditions or otherwise, increases the costs of our securitization portfolio, which may also negatively affect our results of operations.
Inflationary conditions or an increase in price levels generally increases our content production costs and other costs of doing business, which could negatively affect our profitability. Further, a high interest rate environment, whether arising out of a policy response to inflationary conditions or otherwise, increases the costs of our securitization portfolio, which may also negatively affect our results of operations.
Under the 2017 Tax Cuts and Jobs Act, we were subject to U.S. taxes for the deemed repatriation of certain cash balances held by foreign corporations. The Company intends to continue to permanently reinvest some of these funds outside of the U.S., and current plans do not demonstrate a need to repatriate them to fund our U.S. operations.
Under the 2017 Tax Cuts and Jobs Act, we were subject to U.S. taxes for the deemed repatriation of certain cash balances held by foreign corporations. While the Company intends to continue to permanently reinvest most of these funds outside of the U.S., current plans include a one-time repatriation of a portion of these funds in 2026.
Where appropriate, we manage our exposure to foreign currency risk by entering into derivative instruments with counterparty banks, which exposes us to counterparty credit risk. 22 Our consolidated financial statements are denominated in U.S. dollars, and to prepare those financial statements we must translate the amounts of the assets, liabilities, net sales, other revenues and expenses of our operations outside of the U.S. from local currencies into U.S. dollars using exchange rates for the current period.
Our consolidated financial statements are denominated in U.S. dollars, and to prepare those financial statements we must translate the amounts of the assets, liabilities, net sales, other revenues and expenses of our operations outside of the U.S. from local currencies into U.S. dollars using exchange rates for the current period.
If we are unable to retain these employees or attract new employees in the future, our ability to effectively compete with our competitors and to grow our business could be materially adversely affected. Additionally, following the Merger, we have undertaken a number of restructuring and transformation initiatives, including headcount reduction.
If we are unable to retain these employees or attract new employees in the future, our ability to effectively compete with our competitors and to grow our business could be materially adversely affected.
In addition, the pausing and restarting of certain productions resulted in incremental costs, delayed the completion and release of some of our content (films, television programs, and licensed programs) and could cause an impairment of our investment in film, television programs, or licensed program rights if the incremental costs are significant or we are unable to efficiently complete the production of the film, television show or program or decide to abandon the production.
In addition, the pausing and restarting of certain productions resulted in incremental costs, delayed the completion and release of some of our content (films, television programs, and licensed programs) and could cause an impairment of our investment in film, television programs, or licensed program rights if the incremental costs are significant or we are unable to efficiently complete the production of the film, television show or program or decide to abandon the production. 21 We may also enter into new collective bargaining agreements or renew collective bargaining agreements on less favorable terms and incur higher costs as a result of prolonged strikes, work slowdowns, or work stoppages.
Additionally, certain Executive Orders from the U.S. government could affect our business, operations, strategies, and increase our costs of compliance. In addition, we distribute programming outside the U.S. As a result, our business is, and may increasingly be, subject to certain risks inherent in international business, many of which are beyond our control.
Risks related to international operations could adversely affect our business, financial condition and results of operations. We produce and distribute programming and operate streaming services outside the U.S. As a result, our business is, and may increasingly be, subject to certain risks inherent in international business, many of which are beyond our control.
This headcount reduction and other restructuring initiatives could disrupt our operations, adversely impact employee morale and our reputation as an employer, which could make it more difficult for us to retain existing employees and hire new employees in the future, distract management and harm our business overall. In addition, we employ or contract with talent who may have loyal audiences.
Additionally, the pendency of the PSKY Merger could adversely affect both employee morale and our reputation as an employer, which could make it more difficult for us to retain existing employees and hire new employees in the future. 29 In addition, we employ or contract with talent who may have loyal audiences.
Our competitors may also consolidate or enter into business combinations or alliances that strengthen their competitive positions. Our ability to compete successfully depends on a number of factors, including our ability to consistently acquire and produce high quality content and our ability to identify and successfully execute strategies and partnerships to distribute our content amidst a rapidly evolving competitive landscape.
Our ability to compete successfully depends on a number of factors, including our ability to consistently acquire and produce high quality content and our ability to identify and successfully execute strategies and partnerships to distribute our content and attract viewers and subscribers amidst a rapidly evolving competitive landscape.
Such disruptions may be caused by power outages, natural disasters, extreme weather, terrorist attacks, war, failures or impairments of communications satellites or on-ground uplinks or downlinks or other technical facilities and services used to transmit programming, failure of service providers to meet contractual requirements, or other similar events.
Such disruptions could be caused by power outages, fires, natural disasters, extreme weather, terrorist attacks, war, failures or impairments of communications satellites or cloud-based platforms, failures of on-ground uplinks or downlinks, connectivity interruptions, employee misconduct, third-party interference, failure of service providers to meet contractual requirements, or other similar events.
We invest significant resources to acquire and maintain licenses to produce sports programming and there can be no assurance that we will continue to be successful in our efforts to obtain or maintain licenses to recurring sports events or recoup our investment when the content is distributed.
If we are not successful in maintaining existing or creating new relationships with these third parties, our ability to retain subscribers and grow our business could be adversely impacted. 20 We invest significant resources to acquire and maintain licenses to produce sports programming, and there can be no assurance that we will continue to be successful in our efforts to obtain or maintain licenses to recurring sports events or recoup our investment when the content is distributed.
Accordingly, it is expected that Section 203 will have an anti-takeover effect with respect to transactions that our board of directors does not approve in advance and that Section 203 may discourage takeover attempts that might result in a premium over the market price of WBD capital stock. 20 These provisions are intended to protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal.
Accordingly, it is expected that Section 203 will have an anti-takeover effect with respect to transactions that our board of directors does not approve in advance and that Section 203 may discourage takeover attempts that might result in a premium over the market price of WBD capital stock.
Unauthorized distribution of copyrighted material over the internet is a threat to copyright owners’ ability to maintain the exclusive control over their copyrighted material and thus the value of their property. The proliferation of unauthorized use of our content may have a material adverse effect on our business and profitability.
Piracy could also adversely affect our business, as the unauthorized distribution of copyrighted material is a threat to copyright owners’ ability to maintain the exclusive control over their copyrighted material and thus the value of their property.
Natural and other disasters, pandemics, acts of terrorism, political uncertainty or hostilities could also lead to a reduction in domestic and international advertising expenditures, which could also have an adverse effect on our advertising revenues. Our advertising revenues are also dependent on our ability to measure viewership and audience engagement across all platforms and in all geographic regions.
Natural and other disasters, pandemics, acts of terrorism, political uncertainty or hostilities could also lead to a reduction in domestic and international advertising expenditures, which could also have an adverse effect on our advertising revenues. The use of AI tools in advertising technology is also becoming more prevalent.
In addition, we believe our relationship with our third-party partners is an important factor in the success of any joint venture or partnership.
In addition, we believe our relationship with our third-party partners is an important factor in the success of any joint venture or partnership. If a partner changes, our relationship may be adversely affected and we may not realize the anticipated benefits from such joint venture or partnership.
These covenants and requirements could limit our ability to take various actions, including incurring additional debt, guaranteeing indebtedness and engaging in various types of transactions, including mergers, acquisitions and sales of assets, or to take advantage of other opportunities, which could have an adverse effect on our business.
These covenants and requirements could limit our ability to take various actions, including incurring additional debt, guaranteeing indebtedness and engaging in various types of transactions, including mergers, acquisitions and sales of assets, or to take advantage of other opportunities, which could have an adverse effect on our business. 23 In addition, our corporate or debt-specific credit rating could be downgraded, which may increase our borrowing costs or subject us to even more restrictive covenants when we incur new debt in the future, which could reduce profitability and diminish operational flexibility.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management processes are aligned and integrated into our overall enterprise risk management approach. Risk Management and Strategy We have a cybersecurity risk management strategy for safeguarding our digital assets that includes both technical and non-technical cybersecurity controls. Our multi-layered technical defense involves a series of protective measures across various levels of our technology environment.
Biggest changeRisk Management and Strategy We have a cybersecurity risk management strategy for safeguarding our digital assets that includes both technical and non-technical cybersecurity controls. Our cybersecurity risk management processes are designed to evolve in response to changes in our business, technological environment, and the broader threat landscape and are aligned and integrated into our overall enterprise risk management approach.
We test the efficacy of the Cybersecurity Incident Response Plan and assess our response capabilities by conducting annual tabletop exercises that simulate cybersecurity threat scenarios. 27 We have ongoing processes to identify and assess cybersecurity risks associated with current and prospective third-party service providers.
We test the efficacy of the Cybersecurity Incident Response Plan and assess our response capabilities by conducting annual tabletop exercises that simulate cybersecurity threat scenarios. 32 We have ongoing processes to identify and assess cybersecurity risks associated with current and prospective third-party service providers.
We periodically experience cybersecurity incidents, but, as of December 31, 2024, we are not aware of any such incidents that have materially impacted or are reasonably likely to materially impact our business, financial condition or results of operations.
We periodically experience cybersecurity incidents, but, as of December 31, 2025, we are not aware of any such incidents that have materially impacted or are reasonably likely to materially impact our business, financial condition or results of operations.
ITEM 1C. Cybersecurity. We have a cybersecurity program to assess and manage risks to the confidentiality, integrity, and availability of our data, networks and technology assets across WBD. Our board of directors oversees risk management at WBD and has delegated functional oversight of cybersecurity and information technology risks to the Audit Committee.
ITEM 1C. Cybersecurity. We have a cybersecurity program to assess and manage risks to the confidentiality, integrity, and availability of our data, networks and technology assets across WBD. Our board of directors oversees risk management at WBD and has delegated functional oversight of cybersecurity and information technology risks to our board of directors’ audit committee (the “Audit Committee”).
This includes fortifying our network perimeter through intrusion detection and prevention systems, securing individual devices with antivirus solutions and endpoint detection, implementing network security measures, and ensuring the resilience of applications.
Our multi-layered technical defense involves a series of protective measures across various levels of our technological environment. This includes fortifying our network perimeter through intrusion detection and prevention systems, securing individual devices with antivirus solutions and endpoint detection, implementing network security measures, and ensuring the resilience of applications.
We have a Cybersecurity Incident Response Plan that establishes procedures, roles, responsibilities, and communication protocols for WBD executive management and technical staff in the event of a cybersecurity incident.
We have a Cybersecurity Incident Response Plan that establishes procedures, roles, responsibilities, and communication protocols for WBD executive management and technical staff in the event of a cybersecurity incident. We periodically review and enhance our cybersecurity incident response processes and conduct exercises involving relevant stakeholders to assess preparedness and response effectiveness.
We have established cybersecurity information sharing and collaboration practices with both government agencies and industry partners, which we believe enhances our overall cybersecurity resilience. Governance We have established a cybersecurity governance structure to engage appropriate stakeholders.
In addition, we require our providers to meet appropriate security requirements, controls and responsibilities and notify us in the event of a cybersecurity incident that impacts us. We have established cybersecurity information sharing and collaboration practices with both government agencies and industry partners, which we believe enhances our overall cybersecurity resilience.
These processes include a vendor cybersecurity compliance assessment at the time of onboarding, contract renewal and/or as needed in the event of a cybersecurity incident affecting such third-party vendor. In addition, we require our providers to meet appropriate security requirements, controls and responsibilities and notify us in the event of a cybersecurity incident that impacts us.
Our third-party cybersecurity risk management processes are risk-based and ongoing and are designed to assess cybersecurity considerations throughout the vendor relationship lifecycle. These processes include a vendor cybersecurity compliance assessment at the time of onboarding, contract renewal and/or as needed in the event of a cybersecurity incident affecting such third-party vendor.
Our Audit Committee receives quarterly updates from our CISO on our cybersecurity risk posture, the status of projects to strengthen and enhance our cybersecurity program, the evolving threat landscape, and cybersecurity incident reports and learnings.
Our board of directors has delegated primary oversight responsibility for cybersecurity and information technology risks to the Audit Committee. The Audit Committee receives regular reports from our CISO, at least quarterly, regarding our cybersecurity risk posture, significant developments in the threat landscape, the effectiveness of controls, and progress on initiatives to strengthen and enhance our cybersecurity program.
The Audit Committee also periodically devotes additional meeting time, as needed, to in-depth discussions on a particularly relevant cybersecurity topic or to education on developments in the realm of cybersecurity.
The Audit Committee also receives updates outside of the regular reporting cadence when warranted by significant events, emerging risks or regulatory developments and may devote additional meeting time to in-depth review of cybersecurity matters or education on relevant topics.
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Our CISO is informed about and monitors our prevention, detection, mitigation and remediation efforts related to cyber threats through regular communication and reporting from our information security team. Our Chief Financial Officer, our Chief Legal Officer, our Chief Audit and Risk Officer and our Chief Information Officer also have input and involvement in our cybersecurity program.
Added
Governance We have established a cybersecurity governance framework designed to provide effective oversight, clear accountability and appropriate escalation across WBD. Our cybersecurity program is led by our CISO, who is responsible for the design, implementation and operation of controls to prevent, detect, mitigate and remediate cybersecurity threats.
Removed
Our board of directors has an active role, as a whole and at the committee level, in overseeing the Company’s overall risk management, including cybersecurity risks. Our board of directors has delegated responsibility for cybersecurity and information technology risks to our Audit Committee and is regularly informed about such risks through committee reports and other presentations.
Added
The CISO assesses and monitors our cybersecurity posture through ongoing engagement with our content and information security team and provides regular reporting to WBD executive management and the Audit Committee in accordance with established governance and escalation protocols. WBD executive management is engaged in the governance of our cybersecurity program through defined oversight, reporting and escalation mechanisms.
Removed
Our Audit Committee regularly reviews and discusses our cybersecurity risks and is updated quarterly by our CISO on how we identify, assess and mitigate those risks.
Added
Our Chief Financial Officer, Chief Legal Officer, Chief Audit and Risk Officer and Chief Information Officer receive regular updates regarding cybersecurity risks, incidents and program initiatives and participate in governance, prioritization and escalation decisions as appropriate to their respective enterprise responsibilities. Our board of directors oversees our overall enterprise risk management approach, including risks related to cybersecurity and information technology.
Removed
In addition to the quarterly incident reports, cybersecurity incidents meeting pre-determined criteria are reported to the Audit Committee outside of regularly scheduled quarterly updates and to WBD executive management as needed.
Added
The Chair of the Audit Committee provides readouts to our board of directors on matters, including cybersecurity matters, reviewed at meetings of the Audit Committee. We maintain a Cybersecurity Incident Response Plan that defines incident severity thresholds, escalation protocols and reporting requirements and facilitating coordination across multiple parts of the Company.
Removed
Our CISO has over 30 years of expertise in global digital and information security, cybersecurity risk management, data privacy and compliance across diverse industries including media and entertainment, biotechnology, pharmaceuticals, financial services, and government defense sectors and holds multiple industry-recognized certifications including, among others, a Certificate of Cybersecurity Oversight from the National Association of Corporate Directors and a Certified Information Systems Security Professional certification.
Added
We also have processes in place designed to ensure that decisions regarding public disclosure and reporting of cybersecurity incidents can be made in a timely manner. Cybersecurity incidents that meet established escalation criteria are reported to WBD executive management and as appropriate, to the Audit Committee, to support timely oversight and response.
Added
Our cybersecurity governance framework also includes ongoing assessment and testing of controls and response capabilities, including tabletop exercises, penetration testing and third-party assessments, to help evaluate program effectiveness and inform continuous improvement.
Added
Our CISO brings extensive experience leading global cybersecurity and information security programs across complex public- and private-sector organizations, with expertise in cybersecurity risk management, data protection and regulatory compliance, and holds industry-recognized cybersecurity certifications.

Item 2. Properties

Properties — owned and leased real estate

10 edited+1 added−1 removed1 unchanged
Biggest changeCardington, Bedfordshire, UK Cardington Airfield, Shed 1 Studios 220,000 Leased; expires in 2027. Radlett, UK Ventura Park, Old Parkbury Lane Studios 198,000 Leased; expires in 2028 and 2034. Atlanta, GA 3700 Atlanta Industrial Pkwy. Studios 177,000 Leased; expires in 2025. Krakow, Poland Plk. Dadka 2 Studios and Networks 151,000 Leased; expires in 2026.
Biggest changeWarsaw, Poland Wiertnicza 166 Streaming, Studios, Global Linear Networks, and Corporate 335,000 Owned. Culver City, CA 8900 Venice Boulevard Streaming and Global Linear Networks 244,000 Leased; expires in 2036. Cardington, Bedfordshire, UK Cardington Airfield, Shed 1 Studios 220,000 Leased; expires in 2027. Radlett, UK Ventura Park, Old Parkbury Lane Studios 198,000 Leased; expires in 2028 and 2034. Krakow, Poland Plk.
ITEM 2. Properties. The Company’s headquarters are located in New York City at 230 Park Ave. South. The Company owns and leases approximately 17 million square feet of offices; studios; technical, production and warehouse spaces; and other properties in numerous locations in the U.S. and around the world for its businesses.
ITEM 2. Properties. The Company’s headquarters are located in New York City at 230 Park Ave. South. The Company owns and leases approximately 16 million square feet of offices; studios; technical, production and warehouse spaces; and other properties in numerous locations in the U.S. and around the world for its businesses.
The following table sets forth information as of December 31, 2024 with respect to the Company’s principal properties: Location Principal Use Approximate Square Footage Type of Ownership; Expiration Date of Lease Burbank, CA 4000 Warner Blvd. Studios 2,600,000 Owned. New York, NY 30 Hudson Yards Studios, Networks, DTC, and Corporate 1,500,000 Leased; expires in 2034.
The following table sets forth information as of December 31, 2025, with respect to the Company’s principal properties: 33 Location Principal Use Approximate Square Footage Type of Ownership; Expiration Date of Lease Burbank, CA 4000 Warner Blvd. Studios 2,600,000 Owned. New York, NY 30 Hudson Yards Streaming, Studios, Global Linear Networks, and Corporate 1,500,000 Leased; expires in 2034.
Leavesden, UK Warner Drive (Studios); Studio Tour Drive (Studio Tour); 5 and 6 Hercules Way (Leavesden Park) Studios 1,300,000 Owned. Atlanta, GA 1050 Techwood Drive Studios, Networks, DTC, and Corporate 1,170,000 Owned.
Leavesden, UK Warner Drive (Studios); Studio Tour Drive (Studio Tour); 5 and 6 Hercules Way (Leavesden Park) Studios 1,300,000 Owned. Atlanta, GA 1050 Techwood Drive Streaming, Global Linear Networks, and Corporate 1,170,000 Owned. Burbank, CA 100 and 200 South California Street Studios and Corporate 811,000 Leased; Tower 1 expires in 2037, and Tower 2 expires in 2039.
Knoxville, TN 265 Brookview Center Way Networks and Corp. 53,000 Leased; expires in 2033. Bellevue, WA 225 108th Avenue NE DTC 48,000 Leased; expires in 2030. 29 Location Principal Use Approximate Square Footage Type of Ownership; Expiration Date of Lease Silver Spring, MD 8403 Colesville Road Networks and Corporate 47,000 Leased; expires in 2030.
Knoxville, TN 265 Brookview Center Way Global Linear Networks and Corporate 53,000 Leased; expires in 2033. Bellevue, WA 225 108th Avenue NE Streaming 48,000 Leased; expires in 2030. Silver Spring, MD 8403 Colesville Road Global Linear Networks and Corporate 47,000 Leased; expires in 2030. Warsaw, Poland Q22 Building, Jana Pawla II Corporate 39,000 Leased; expires in 2031.
Many of the listed locations are occupied by multiple segments; the most critical or the principal occupiers are listed here.
Mexico City, Mexico 405 Paseo de las Palmas Avenue Corporate 31,000 Leased; expires in 2030. Many of the listed locations are occupied by multiple segments; the most critical or the principal occupiers are listed here.
London, England 98 Theobalds Road Networks, DTC, and Corporate 135,000 Leased; expires in 2034. Buenos Aires, Argentina 599 and 533 Defensa Street Studios, Networks, DTC, and Corporate 129,000 Owned. London, UK 160 Old Street Studios, Networks, DTC, and Corporate 116,000 Leased; expires in 2034. London, UK Chiswick Park, Bldg. 2 Studios, Networks, DTC, and Corporate 115,000 Leased; expires in 2034.
Dabka 2 Studios and Global Linear Networks 151,000 Leased; expires in 2026. Hyderabad, India Phoenix Equinox Tower 2 Corporate 139,000 Leased; expires in 2030. Buenos Aires, Argentina 599 and 533 Defensa Street Streaming, Studios, Global Linear Networks, and Corporate 129,000 Owned. London, UK 160 Old Street Streaming, Studios, Global Linear Networks, and Corporate 116,000 Leased; expires in 2034.
Burbank, CA 3000 West Alameda Avenue Studios 460,000 Leased; expires in 2027. New York, NY 230 Park Ave. South Headquarters, Studios, Networks, DTC, and Corporate 360,000 Leased; expires in 2037. Warsaw, Poland Wiertnicza 166 Studios, Networks, DTC, and Corporate 335,000 Owned. Culver City, CA 8900 Venice Boulevard Networks and DTC 244,000 Leased; expires in 2036.
Santiago, Chile Pedro Montt 2354 Studios and Global Linear Networks 610,000 Owned. Tokyo, Japan 1-1625-1, Kasuga-cho, Nerima-ku Studios 531,000 Leased; expires in 2053. Burbank, CA 3000 West Alameda Avenue Studios 436,000 Leased; expires in 2027. New York, NY 230 Park Ave. South Headquarters, Streaming, Studios, Global Linear Networks, and Corporate 360,000 Leased; expires in 2037.
Richmond, Canada 13480 Crestwood Place Studios 114,000 Leased; expires in 2030. Seattle, WA 1099 Stewart Street DTC 112,000 Leased; expires in 2025. Hyderabad, India Block A, International Tech Park Corp. 110,000 Leased; expires in 2028. Washington, DC 820 First Street Studios and Networks 109,000 Leased; expires in 2031. Mexico City, Mexico Paseo de las Palmas, 425 Col.
London, UK Chiswick Park, Bldg. 1 & 2 Streaming, Studios, Global Linear Networks, and Corporate 115,000 Leased; expires in 2034. Richmond, Canada 13480 Crestwood Place Studios 114,000 Leased; expires in 2030. Hyderabad, India Block A, International Tech Park Corporate 110,000 Leased; expires in 2028.
Lomas de Chapultepec Corp. 85,000 Leased; expires in 2029 Paris, France L’Amiral, ZAC Forum Seine Networks, DTC, and Corporate 81,000 Leased; expires in 2031. Auckland, New Zealand 2 and 3 Flower Street Studios, Networks, DTC, and Corporate 57,000 Leased; expires in 2025. Sterling, VA 45580 Terminal Drive Studios, Networks, DTC, and Corporate 54,000 Owned.
Paris, France L’Amiral, ZAC Forum Seine Streaming, Global Linear Networks, and Corporate 81,000 Leased; expires in 2031. Bangalore, India Embassy Tech Village, Block 8C Corporate 64,000 Leased; expires in 2030. Paris, France Equilis 46 rue Camille Desmoulins Streaming, Global Linear Networks, and Corporate 50,000 Leased; expires in 2034. Sterling, VA 45580 Terminal Drive Global Linear Networks and Corporate 54,000 Owned.
Removed
Burbank, CA 100 and 200 South California Street Studios and Corporate 811,000 Leased; Tower 1 expires in 2037 and Tower 2 expires in 2039. 28 Location Principal Use Approximate Square Footage Type of Ownership; Expiration Date of Lease Santiago, Chile Pedro Montt 2354 Studios and Networks 610,000 Owned Tokyo, Japan 1-1625-1, Kasuga-cho, Nerima-ku Studios 531,000 Leased; expires in 2053.
Added
Washington, DC 820 First Street Global Linear Networks 110,000 Leased; expires in 2031. 34 Location Principal Use Approximate Square Footage Type of Ownership; Expiration Date of Lease Mexico City, Mexico Paseo de las Palmas, 425 Col. Lomas de Chapultepec Corporate 91,000 Leased; expires in 2029.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+14 added−4 removed2 unchanged
Biggest changeBetween September 23, 2022 and October 24, 2022, two purported class action lawsuits (Collinsville Police Pension Board v. Discovery, Inc., et al., Case No. 1:22-cv-08171; Todorovski v. Discovery, Inc., et al., Case No. 1:22-cv-09125) were filed in the United States District Court for the Southern District of New York. The complaints named Warner Bros.
Biggest changeOn November 25, 2024, a securities class action complaint was filed in the United States District Court for the Southern District of New York ( Collura v. Warner Bros. Discovery, Inc. , No. 1:24-cv-09027-KPF). The complaint named WBD, Gunnar Wiedenfels, and David M.
In the absence of sufficient information to support an assessment of the reasonably possible loss or range of loss, no accrual for such contingencies is made and no loss or range of loss is disclosed.
In the absence of sufficient information to support an assessment of the reasonably possible loss or range of loss, no accrual for such contingencies is made and no loss or range of loss is disclosed, including with respect to the matters noted below.
From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, stockholders, vendors, other business partners, government regulations, or intellectual property, as well as disputes and matters involving counterparties to contractual agreements, such as disputes arising out of definitive agreements entered into in connection with the Merger.
ITEM 3. Legal Proceedings. From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, stockholders, vendors, other business partners, government regulations, or intellectual property, as well as disputes and matters involving counterparties to contractual agreements.
Removed
Discovery, Inc., Discovery, Inc., David Zaslav, and Gunnar Wiedenfels as defendants. The complaints generally alleged that the defendants made false and misleading statements in SEC filings and in certain public statements relating to the Merger, in violation of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, and sought damages and other relief.
Added
PSKY Complaint. On January 12, 2026, PSKY filed a complaint in the Delaware Court of Chancery against our board of directors (and our Chair Emeritus, Dr. Malone) and the Company.
Removed
On November 4, 2022, the court consolidated the Collinsville and Todorovski complaints under case number 1:22-CV-8171, and on December 12, 2022, the court appointed lead plaintiffs and lead counsel. On February 15, 2023, the lead plaintiffs filed an amended complaint adding Advance/Newhouse Partnership, Advance/Newhouse Programming Partnership, Steven A. Miron, Robert J. Miron, and Steven O. Newhouse as defendants.
Added
The suit asserts a claim for breach of fiduciary duty against the directors, alleging that our board of directors failed to disclose material information in both the Solicitation/Recommendation Statement on Schedule 14D-9, filed on December 17, 2025, and the amendment to that Schedule 14D-9, filed on January 7, 2026.
Removed
The amended complaint asserted violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, and sought damages and other relief. On February 5, 2024, the court dismissed the amended complaint with prejudice. On March 4, 2024, plaintiffs filed an appeal.
Added
PSKY also requested that the court expedite the case in light of the then-current expiration date of PSKY’s tender offer on January 21, 2026.
Removed
On November 1, 2024, the United States Court of Appeals for the Second Circuit affirmed the February 5, 2024 judgment.
Added
On January 15, 2026, the Delaware Court of Chancery denied PSKY’s request for expedition, stating that PSKY failed to demonstrate that it would suffer any irreparable harm in its capacity as a stockholder of the Company if the litigation was not expedited, among other reasons. On February 2, 2026, the Company moved to dismiss the complaint.
Added
Pursuant to the PSKY Merger Agreement, PSKY will file a voluntary notice of dismissal with prejudice with respect to the complaint, within one business day of the execution of the PSKY Merger Agreement, and promptly take any further actions required to dismiss with prejudice the complaint. 35 Securities Class Action.
Added
Zaslav as defendants and asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder. On February 21, 2025, the court appointed co-lead plaintiffs (Anthony Yuson and Michael Steinberg) and co-lead counsel (Pomerantz LLP and The Rosen Law Firm, P.A.) to represent the putative class.
Added
On May 7, 2025, the lead plaintiffs filed a First Amended Complaint against WBD, Gunnar Wiedenfels, and David M. Zaslav.
Added
The First Amended Complaint generally alleges that, between February 23, 2024 and August 7, 2024, defendants made false and misleading statements in SEC filings and other public disclosures relating to WBD’s negotiations with the National Basketball Association (“NBA”) concerning its contractual rights to broadcast the NBA’s content and the potential impact of a failure to renew the contract on its business, in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5, and seeks damages and other relief.
Added
The defendants moved to dismiss on July 11, 2025. As of September 24, 2025, the motion has been fully briefed and is pending before the court. Consolidated Derivative Action. Between December 20, 2024 and January 14, 2025, four shareholder derivative complaints were filed in the United States District Court for the Southern District of New York ( Roy v.
Added
Zaslav et al., No. 1:24-cv-09856-AT, Hollin v. Zaslav et al., No. 1:24-cv-09885-AT, KO v. Zaslav et al., No. 1:25-cv-00114-AT, and Herman, III v. Chen et al., No. 1:25-cv-00352-AT). Each complaint names certain current and former directors and officers of WBD as defendants and WBD as nominal defendant, and each complaint seeks damages and other relief.
Added
The complaints generally assert claims against the defendants, derivatively on behalf of WBD, for alleged breaches of fiduciary duty based on the same facts alleged in the Collura securities case described above.
Added
The complaints assert various common law causes of action, including breach of fiduciary duties, aiding and abetting breach of fiduciary duties, abuse of control, unjust enrichment, gross mismanagement, and waste of corporate assets, as well claims for violations of Sections 14(a), 10(b), and 21D of the Exchange Act.
Added
On January 21, 2025, the court consolidated the four actions for all purposes under Case No. 1:24-cv-09856-AT, captioned as In re Warner Bros. Discovery, Inc. Derivative Litigation (the “Consolidated Derivative Action”).
Added
On February 19, 2025, the Court stayed the Consolidated Derivative Action pending resolution of a final decision on all motions to dismiss the operative complaint in the Collura securities action.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

9 edited+2 added−0 removed4 unchanged
Biggest changePrior to the closing, Mr. Wiedenfels served as Discovery’s Chief Financial Officer from April 2017 until April 2022. Priya Aiyar, Chief Legal Officer Age: 50 Executive Officer since 2025 Ms. Aiyar joined the Company as our Chief Legal Officer on February 24, 2025. Prior to joining the Company, Ms.
Biggest changeWiedenfels has served as our Chief Financial Officer since the closing of the WarnerMedia Merger on April 8, 2022. Prior to the closing, Mr. Wiedenfels served as Discovery’s Chief Financial Officer from April 2017 until April 2022. 36 Priya Aiyar, Chief Legal Officer Age: 51 Executive Officer since 2025 Ms.
Zaslav has served as our President and Chief Executive Officer and a member of our board of directors since the closing of the Merger on April 8, 2022. Prior to the closing, Mr.
Zaslav has served as our President and Chief Executive Officer and a member of our board of directors since the closing of the WarnerMedia Merger on April 8, 2022. Prior to the closing, Mr.
Campbell, Chief Revenue and Strategy Officer Age: 57 Executive Officer since 2008 Mr. Campbell has served as our Chief Revenue and Strategy Officer since the closing of the Merger on April 8, 2022. Prior to the closing, he served as Discovery’s Chief Development, Distribution and Legal Officer. Mr.
Campbell, Chief Revenue and Strategy Officer Age: 58 Executive Officer since 2008 Mr. Campbell has served as our Chief Revenue and Strategy Officer since the closing of the WarnerMedia Merger on April 8, 2022. Prior to the closing, he served as Discovery’s Chief Development, Distribution and Legal Officer. Mr.
ITEM 4. Mine Safety Disclosures. Not applicable. 30 Executive Officers of Warner Bros. Discovery, Inc. As of February 27, 2025, the following individuals are the executive officers of the Company. David M. Zaslav, President, Chief Executive Officer, and a director Age: 65 Executive Officer since 2007 Mr.
ITEM 4. Mine Safety Disclosures. Not applicable. Executive Officers of Warner Bros. Discovery, Inc. As of February 27, 2026, the following individuals are the executive officers of the Company. David M. Zaslav, President, Chief Executive Officer, and a director Age: 66 Executive Officer since 2007 Mr.
Zaslav served as Discovery’s President and Chief Executive Officer from January 2007 until April 2022 and a common stock director of Discovery from September 2008 until April 2022. Gunnar Wiedenfels, Chief Financial Officer Age: 47 Executive Officer since 2017 Mr. Wiedenfels has served as our Chief Financial Officer since the closing of the Merger on April 8, 2022.
Zaslav served as Discovery Inc.’s (“Discovery”) President and Chief Executive Officer from January 2007 until April 2022 and a common stock director of Discovery from September 2008 until April 2022. Gunnar Wiedenfels, Chief Financial Officer Age: 48 Executive Officer since 2017 Mr.
Jean-Briac Perrette, CEO and President, Global Streaming and Games Age: 53 Executive Officer since 2014 Mr. Perrette has served as our CEO and President of Global Streaming and Games since the closing of the Merger on April 8, 2022.
Perrette has served as our CEO and President of Global Streaming and Games since the closing of the WarnerMedia Merger on April 8, 2022.
Lori Locke, Chief Accounting Officer Age: 61 Executive Officer since 2019 Ms. Locke has served as our Chief Accounting Officer since the closing of the Merger on April 8, 2022. Prior to the closing, Ms. Locke served as Discovery’s Chief Accounting Officer from June 2019 to April 2022.
Locke has served as our Chief Accounting Officer since the closing of the WarnerMedia Merger on April 8, 2022. Prior to the closing, Ms. Locke served as Discovery’s Chief Accounting Officer from June 2019 to April 2022. Jean-Briac Perrette, CEO and President, Global Streaming and Games Age: 54 Executive Officer since 2014 Mr.
Remling served as Chief People Officer of WPP, a global advertising and marketing services company, from January 2016 to December 2023. 31 Gerhard Zeiler, President, International Age: 69 Executive Officer since 2022 Mr. Zeiler has served as our President, International since the closing of the Merger on April 8, 2022. Prior to the closing, Mr.
Gerhard Zeiler, President, International Age: 70 Executive Officer since 2022 Mr. Zeiler has served as our President, International since the closing of the WarnerMedia Merger on April 8, 2022. Prior to the closing, Mr.
Jennifer Remling, Chief People and Culture Officer Age: 59 Executive Officer since 2024 Ms. Remling joined the Company in January 2024 and has served as our Chief People and Culture Officer since April 1, 2024. Prior to joining the Company, Ms.
Amy Girdwood, Chief People and Culture Officer Age: 56 Executive Officer since 2025 Ms. Girdwood was appointed as our Chief People and Culture Officer on March 6, 2025. Prior to becoming our Chief People and Culture Officer, Ms.
Added
Aiyar joined the Company as our Chief Legal Officer on February 24, 2025. Prior to joining the Company, Ms.
Added
Girdwood served in several senior executive roles at the Company since joining in July 1993, including as Executive Vice President, People and Culture from February 2007 to March 2025 and was responsible for supporting the International and Streaming leadership and employee population. Lori Locke, Chief Accounting Officer Age: 62 Executive Officer since 2019 Ms.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−0 removed1 unchanged
Biggest changeCopyright 1980-2025. 32 December 31, April 11, December 31, 2019 2020 2021 2022 2022 2023 2024 WBD $ 100.00 $ 38.26 $ 45.92 $ 42.66 DISCA $ 100.00 $ 91.91 $ 71.90 $ 74.62 $ — $ — $ — DISCB $ 100.00 $ 89.35 $ 82.05 $ 67.43 $ — $ — $ — DISCK $ 100.00 $ 85.90 $ 75.11 $ 80.09 $ — $ — $ — S&P 500 Index $ 100.00 $ 118.40 $ 152.39 $ 141.64 $ 124.79 $ 157.59 $ 197.02 S&P 500 Media & Entertainment Index $ 100.00 $ 131.54 $ 166.98 $ 137.39 $ 93.66 $ 155.53 $ 220.01 ITEM 6. [Reserved].
Biggest changeDecember 31, April 11, December 31, 2020 2021 2022 2022 2023 2024 2025 WBD $ 100.00 $ 38.26 $ 45.92 $ 42.66 $ 116.30 DISCA $ 100.00 $ 78.23 $ 81.19 DISCB $ 100.00 $ 91.82 $ 75.46 DISCK $ 100.00 $ 87.44 $ 93.24 S&P 500 Index $ 100.00 $ 128.71 $ 119.63 $ 105.40 $ 133.10 $ 166.40 $ 196.16 S&P 500 Media & Entertainment Index $ 100.00 $ 126.94 $ 104.44 $ 71.20 $ 118.24 $ 167.25 $ 227.74 ITEM 6. [Reserved]. 38
This amount does not include the number of shareholders whose shares are held of record by banks, brokerage houses or other institutions, but includes each such institution as one shareholder. We have not paid any cash dividends on WBD common stock and we have no present intention to do so.
This amount does not include the number of shareholders whose shares are held of record by banks, brokerage houses or other institutions, but includes each such institution as one shareholder. 37 We have not paid any cash dividends on WBD common stock and we have no present intention to do so.
Stock Performance Graph The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend-reinvested basis, for (a) WBD common stock (which began trading on April 11, 2022) and Discovery Series A common stock, Series B convertible common stock, and Series C common stock (which ceased trading on April 8, 2022), (b) the Standard and Poor’s 500 Stock Index (“S&P 500 Index”), and (c) the Standard & Poor’s 500 Media and Entertainment Industry Group Index (“S&P 500 Media & Entertainment Index”) for the five years ended December 31, 2024.
Stock Performance Graph The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend-reinvested basis, for (a) WBD common stock (which began trading on April 11, 2022) and Discovery Series A common stock, Series B convertible common stock, and Series C common stock (which ceased trading on April 8, 2022), (b) the Standard and Poor’s 500 Stock Index (“S&P 500 Index”), and (c) the Standard & Poor’s 500 Media and Entertainment Industry Group Index (“S&P 500 Media & Entertainment Index”) for the five years ended December 31, 2025.
Note that historic stock price performance is not necessarily indicative of future stock price performance. Note: Peer group indices use beginning of period market capitalization weighting. Note: Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. Note: Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved.
Note that historic stock price performance is not necessarily indicative of future stock price performance. Note: Peer group indices use beginning of period market capitalization weighting. Note: Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. Note: Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2026.
The graph assumes $100 was invested in each of Discovery Series A common stock, Series B convertible common stock, and Series C common stock, the S&P 500 Index, and the S&P 500 Media & Entertainment Index on December 31, 2019, and that $100 was invested in WBD common stock on April 11, 2022, the date on which it began trading.
The graph assumes $100 was invested in each of Discovery Series A common stock, Series B convertible common stock, and Series C common stock, the S&P 500 Index, and the S&P 500 Media & Entertainment Index on December 31, 2020, and that $100 was invested in WBD common stock on April 11, 2022, the date on which it began trading.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. WBD common stock is listed and traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “WBD”. As of February 13, 2025, there were approximately 669,356 holders of record of WBD common stock.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. WBD common stock is listed and traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “WBD”. As of February 12, 2026, there were approximately 549,967 holders of record of WBD common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

126 edited+25 added−31 removed67 unchanged
Biggest changeTelevision product content expense was flat in 2024, as higher content expense commensurate with higher revenues was offset by favorable product mix and lower development costs. 39 Selling, General and Administrative Selling, general and administrative expenses decreased 11% in 2024, primarily attributable to lower theatrical marketing expenses due to fewer new releases and lower games marketing expenses.
Biggest changeCosts of Revenues Costs of revenues decreased 2% in 2025, primarily attributable to a 55% decrease in games content expense, partially offset by a 6% increase in television product content expense and a 6% increase in theatrical product content expense. • The decrease in games content expense was primarily due to impairments of $384 million in the prior year and lower content expense commensurate with lower revenue and fewer releases in 2025. • The increase in television product content expense was due to higher costs commensurate with higher content licensing due to the timing of renewals. • The increase in theatrical content expense was primarily due to higher film costs commensurate with higher theatrical product revenue. 46 Selling, General and Administrative Selling, general and administrative expenses increased 10% in 2025, primarily attributable to higher overhead costs.
Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including: Discovery Channel, Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros. Motion Picture Group, Warner Bros.
Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including: Discovery Channel, HBO Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros. Motion Picture Group, Warner Bros.
Television Group, Warner Bros. Games, Adult Swim, Turner Classic Movies, and others. For a discussion of our global portfolio see our business overview set forth in Item 1, “Business” in this Annual Report on Form 10-K. In connection with the Merger, we have announced and taken actions to implement projects to achieve cost synergies for the Company.
Television Group, Warner Bros. Games, Adult Swim, Turner Classic Movies, and others. For a discussion of our global portfolio see our business overview set forth in Item 1, “Business” in this Annual Report on Form 10-K. In connection with the WarnerMedia Merger, we have announced and taken actions to implement projects to achieve cost synergies for the Company.
GAAP, which requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. 49 On an ongoing basis, we evaluate our estimates and assumptions, including those related to unrecognized tax benefits, goodwill and intangible assets, content rights, consolidation and revenue recognition.
GAAP, which requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to unrecognized tax benefits, goodwill and intangible assets, content rights, consolidation, and revenue recognition.
While benefit payments under the Pension Plans are expected to continue beyond 2034, we believe it is not practicable to estimate payments beyond this period. Other employee obligations are primarily related to employment agreements with creative talent for certain broadcast networks. We are unable to reasonably predict the ultimate amount of any payments due to cash-settled share-based compensation awards.
While benefit payments under the Pension Plans are expected to continue beyond 2035, we believe it is not practicable to estimate payments beyond this period. Other employee obligations are primarily related to employment agreements with creative talent for certain broadcast networks. We are unable to reasonably predict the ultimate amount of any payments due to cash-settled share-based compensation awards.
Our senior notes outstanding as of December 31, 2024 had interest rates that ranged from 1.90% to 8.30% and will mature between 2025 and 2062. We expect that our cash balance, cash generated from operations, and availability under the Credit Agreement will be sufficient to fund our cash needs for both the short-term and the long-term.
Our senior notes outstanding as of December 31, 2025 had interest rates that ranged from 1.90% to 8.30% and will mature between 2026 and 2062. We expect that our cash balance, cash generated from operations, and availability under the Credit Agreement will be sufficient to fund our cash needs for both the short-term and the long-term.
The content amortization expense related to the inter-segment profit is also eliminated on the separate “Eliminations” line when presenting our summary of segment results. LIQUIDITY AND CAPITAL RESOURCES Liquidity Sources of Cash Historically, we have generated a significant amount of cash from operations. During 2024, we funded our working capital needs primarily through cash flows from operations.
The content amortization expense related to the inter-segment profit is also eliminated on the separate “Eliminations” line when presenting our summary of segment results. LIQUIDITY AND CAPITAL RESOURCES Liquidity Sources of Cash Historically, we have generated a significant amount of cash from operations. During 2025, we funded our working capital needs primarily through cash flows from operations.
In addition, we expect to continue to incur significant costs to develop and market Max. • Investments and Business Combinations Our uses of cash have included investments in equity method investments and equity investments without readily determinable fair value. (See Note 10 to the accompanying consolidated financial statements.) We also provide funding to our investees from time to time.
We expect to continue to incur significant costs to develop and market HBO Max. • Investments and Business Combinations Our uses of cash have included investments in equity method investments and equity investments without readily determinable fair value. (See Note 10 to the accompanying consolidated financial statements.) We also provide funding to our investees from time to time.
Generally, timing of revenue recognition is similar to the reporting of third-party transactions. The segment distributing the content, e.g., via our DTC or linear services, capitalizes the cost of inter-segment content transactions, including “mark-ups” and amortizes the costs over the shorter of the license term, if applicable, or the expected period of use.
Generally, timing of revenue recognition is similar to the reporting of third-party transactions. The segment distributing the content, e.g., via our streaming or linear services, capitalizes the cost of inter-segment content transactions, including “mark-ups” and amortizes the costs over the shorter of the license term, if applicable, or the expected period of use.
(See Note 19 to the accompanying consolidated financial statements.) Noncontrolling Interest The Food Network and Cooking Channel are operated and organized under the terms of the TV Food Network Partnership (the “Partnership”). We hold interests in the Partnership, along with another noncontrolling owner. The Partnership agreement specifies a dissolution date of December 31, 2025.
(See Note 19 to the accompanying consolidated financial statements.) Noncontrolling Interest The Food Network and Cooking Channel are operated and organized under the terms of the TV Food Network Partnership (the “Partnership”). We hold interests in the Partnership, along with another noncontrolling owner. The Partnership agreement specifies a dissolution date of December 31, 2026.
Based on the Company’s evaluation of the current facts and circumstances surrounding the Guaranteed Obligations and the Subordinated Indemnity Agreement, it is unable to predict the loss, if any, that may be incurred under the Guaranteed Obligations, and no liability for the arrangements has been recognized as of December 31, 2024.
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, 2025.
Ownership interests in unconsolidated entities for which we have significant influence are accounted for as equity method. We evaluated reconsideration events during the year ended December 31, 2024 and concluded there were no changes to our consolidation assessments.
Ownership interests in unconsolidated entities for which we have significant influence are accounted for as equity method. We evaluated reconsideration events during the year ended December 31, 2025 and concluded there were no changes to our consolidation assessments.
The Studios discussion below also includes intra-segment revenue and expense between product lines, which represented less than 3% of total revenues and operating expenses for this segment for the year ended December 31, 2024. Intra-segment revenue and expense are eliminated at the Studios segment level.
The Studios discussion below also includes intra-segment revenue and expense between product lines, which represented less than 3% of total revenues and operating expenses for this segment for the year ended December 31, 2025. Intra-segment revenue and expense are eliminated at the Studios segment level.
For television programs that are monetized on an individual basis, ultimate revenues are estimated based on factors including the performance of similar programs in each applicable market, firm commitments in hand from customers that license the program in the future, and the popularity of the program in its initial markets. 51 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 our DTC or linear services), we make a reasonable estimate of the value attributable to the film or program’s exploitation while monetized with other films/programs, based on relative market rates, and expense such costs as the film or television program is exhibited.
For television programs that are monetized on an individual basis, ultimate revenues are estimated based on factors including the performance of similar programs in each applicable market, firm commitments in hand from customers that license the program in the future, and the popularity of the program in its initial markets. 57 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 our streaming or linear services), we make a reasonable estimate of the value attributable to the film or program’s exploitation while monetized with other films/programs, based on relative market rates, and expense such costs as the film or television program is exhibited.
(See Note 12 to the accompanying consolidated financial statements.) Pension and Other Employee Obligations 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 (“Pension Plans”). The Company’s Pension Plans consist of both funded and unfunded plans.
(See Note 12 to the accompanying consolidated financial statements.) Pension and Other Employee Obligations The Company participates in and/or sponsors a qualified defined benefit pension plan that covers certain U.S. based employees and several non-U.S. defined benefit pension plans (“Pension Plans”). The Company’s Pension Plans consist of both funded and unfunded plans.
A discussion of our results of operations and liquidity for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022 can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 23, 2024, which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at ir.wbd.com.
A discussion of our results of operations and liquidity for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023 can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 27, 2025, which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at ir.wbd.com.
Significant estimates and judgments are applied in determining the timing of revenue recognition for certain types of transactions, such as bundled arrangements for advertising sales and content licensing arrangements. 52 A substantial portion of the 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.
Significant estimates and judgments are applied in determining the timing of revenue recognition for certain types of transactions, such as bundled arrangements for advertising sales and content licensing arrangements. 58 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.
(See Note 11 to the accompanying consolidated financial statements.) 46 Purchase Obligations Content purchase obligations include commitments associated with third-party producers and sports associations for content that airs on our television networks and DTC services.
(See Note 11 to the accompanying consolidated financial statements.) Purchase Obligations Content purchase obligations include commitments associated with third-party producers and sports associations for content that airs on our television networks and streaming services.
We recorded the carrying value of the noncontrolling interest in the equity associated with the put rights as a component of redeemable noncontrolling interest in the amount of $109 million.
We recorded the carrying value of the noncontrolling interest in the equity associated with the put rights as a component of redeemable noncontrolling interest in the amount of $19 million.
This section provides an analysis of our financial results for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023.
This section provides an analysis of our financial results for the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024.
The Company is continuously monitoring the evolving application of this legislation and assessing its potential impact on our future tax liability. 37 Segment Results of Operations – 2024 vs. 2023 The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA.
The Company is continuously monitoring the evolving application of this legislation and assessing its potential impact on our future tax liability. 42 Segment Results of Operations – 2025 vs. 2024 The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA.
Management believes that Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company’s operating segments because it is the primary measure used by the Company’s chief operating decision maker to assess the operating results and performance of the segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment.
Management believes that Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company’s operating segments because it is the primary measure used by the Company’s CODM to assess the operating results and performance of the segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment.
The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the “2024 Baseline Rate”), and the prior year amounts translated at the same 2024 Baseline Rate.
The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the “2025 Baseline Rate”), and the prior year amounts translated at the same 2025 Baseline Rate.
For films and television programs predominantly monetized individually, the amount of capitalized film and television production costs (net of incentives) amortized and the amount of participations and residuals to be recognized as expense in a particular period are determined using the individual film forecast method.
For films and television programs predominantly monetized individually, the amount of capitalized film and television production costs (net of incentives and co-financing partner contributions) amortized and the amount of participations and residuals to be recognized as expense in a particular period are determined using the individual film forecast method.
Distributions to noncontrolling interests and redeemable noncontrolling interests totaled $193 million and $301 million in 2024 and 2023, respectively. • Common Stock Repurchases Historically, we have funded our stock repurchases through a combination of cash on hand, cash generated by operations and the issuance of debt.
Distributions to noncontrolling interests and redeemable noncontrolling interests totaled $198 million and $193 million in 2025 and 2024, respectively. • Common Stock Repurchases Historically, we have funded our stock repurchases through a combination of cash on hand, cash generated by operations and the issuance of debt.
Summarized Guarantor Financial Information Basis of Presentation As of December 31, 2024, the Company has outstanding senior notes issued by Discovery Communications, LLC (“DCL”), which are guaranteed by the Company, Scripps Networks Interactive, Inc. (“Scripps Networks”), and WarnerMedia Holdings, Inc.
Summarized Guarantor Financial Information Basis of Presentation As of December 31, 2025, the Company has outstanding senior notes issued by Discovery Communications, LLC (“DCL”), which are guaranteed by the Company, Scripps Networks Interactive, Inc. (“Scripps Networks”), and Discovery Global Holdings, Inc.
As of December 31, 2024, we classified our operations in three reportable segments: • Studios - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to our networks/DTC services as well as third parties, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming. 33 • 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.
As of December 31, 2025, we classified our operations in three reportable segments: • Streaming - Our Streaming segment primarily consists of our premium pay-TV and streaming services. • Studios - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to third parties and our networks/streaming services, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming. • Global Linear Networks - Our Global Linear Networks segment primarily consists of our domestic and international television networks.
Reporting units are determined by the discrete financial information available for the component and whether it is regularly reviewed by segment management. Components are aggregated into a single reporting unit if they share similar economic characteristics. Our reporting units are Studios, Networks, and DTC.
Reporting units are determined by the discrete financial information available for the component and whether it is regularly reviewed by segment management. Components are aggregated into a single reporting unit if they share similar economic characteristics.
(1,037) Additional information regarding the changes in our outstanding indebtedness and the significant terms and provisions of our revolving credit facility and outstanding indebtedness is discussed in Note 11 to the accompanying consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
Discovery, Inc. 281 Additional information regarding the changes in our outstanding indebtedness and the significant terms and provisions of our revolving credit facility and outstanding indebtedness is discussed in Note 11 to the accompanying consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
(See Note 11 to the accompanying consolidated financial statements.) Loss from Equity Investees, net Actual losses from our equity method investees were $121 million and $82 million in 2024 and 2023, respectively. The losses are attributable to our share of earnings and losses from our equity investees.
(See Note 11 to the accompanying consolidated financial statements.) Loss from Equity Investees, net Actual losses from our equity method investees were $24 million and $121 million in 2025 and 2024, respectively. The losses are attributable to our share of earnings and losses from our equity investees.
In February 2020, our board of directors authorized additional stock repurchases of up to $2 billion upon completion of our existing $1 billion authorization announced in May 2019.
In February 2020, our board of directors authorized additional stock repurchases of up to $2,000 million upon completion of our existing $1,000 million authorization announced in May 2019.
We contributed $109 million and $112 million in 2024 and 2023, respectively, for investments in and advances to our investees. • Redeemable Noncontrolling Interest and Noncontrolling Interest We had redeemable equity balances of $109 million at December 31, 2024, which may require the use of cash in the event holders of noncontrolling interests put their interests to us.
We contributed $100 million and $109 million in 2025 and 2024, respectively, for investments in and advances to our investees. • Redeemable Noncontrolling Interest and Noncontrolling Interest We had redeemable equity balances of $19 million at December 31, 2025, which may require the use of cash in the event holders of noncontrolling interests put their interests to us.
The development and selection of these critical accounting estimates have been determined by management and the related disclosures have been reviewed with the Audit Committee of the board of directors of the Company.
The development and selection of these critical accounting estimates have been determined by management and the related disclosures have been reviewed with the Audit Committee.
(See Note 3 to the accompanying consolidated financial statements.) There were no common stock repurchases during 2024 or 2023. • Income Taxes and Interest We expect to continue to make payments for income taxes and interest on our outstanding senior notes.
(See Note 3 to the accompanying consolidated financial statements.) There were no common stock repurchases during 2025 or 2024. • Income Taxes and Interest We expect to continue to make payments for income taxes and interest on our outstanding Bridge Loan Facility and senior notes.
Numerous foreign jurisdictions have already enacted tax legislation based on the GloBE rules, with some effective as early as January 1, 2024. As of December 31, 2024, we recognized a nominal income tax expense for Pillar Two GloBE minimum tax.
Numerous foreign jurisdictions have already enacted tax legislation based on the GloBE rules, with some effective as early as January 1, 2024. As of December 31, 2025, we recognized an immaterial income tax expense for Pillar Two GloBE minimum tax.
The proceeds were used to the fund the redemption of $1,500 million aggregate principal amount of our 6.412% senior notes due 2026. • Revolving Receivables Program We have a revolving agreement to transfer up to $5,200 million of certain receivables through our bankruptcy-remote subsidiary, Warner Bros.
The proceeds were used to fund the redemption of $1,500 million aggregate principal amount outstanding of DGH’s senior notes due 2026. • Revolving Receivables Program We have a revolving agreement to transfer up to $5,000 million of certain receivables through our bankruptcy-remote subsidiary, Warner Bros.
Our other contingent commitments at December 31, 2024 were immaterial. Put Rights We have granted put rights to certain consolidated subsidiaries, but we are unable to reasonably predict the ultimate amount or timing of any payment.
Our other contingent commitments at December 31, 2025 were $85 million. Put Rights We have granted put rights to certain consolidated subsidiaries, but we are unable to reasonably predict the ultimate amount or timing of any payment.
NEW ACCOUNTING AND REPORTING PRONOUNCEMENTS We adopted certain accounting and reporting standards during 2024. Information regarding our adoption of new accounting and reporting standards is discussed in Note 2 to the accompanying consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
Information regarding our adoption of new accounting and reporting standards is discussed in Note 2 to the accompanying consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
As of December 31, 2024, we had $5.3 billion of cash and cash equivalents on hand. We are a well-known seasoned issuer and have the ability to conduct registered offerings of securities, including debt securities, common stock and preferred stock, on short notice, subject to market conditions. Access to sufficient capital from the public market is not assured.
As of December 31, 2025, we had $4,566 million of cash and cash equivalents on hand. We are a well-known seasoned issuer and have the ability to conduct registered offerings of securities, including debt securities, common stock and preferred stock, on short notice, subject to market conditions. Access to sufficient capital from the public market is not assured.
The information contained on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference herein.
The information contained on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference herein. BUSINESS OVERVIEW Warner Bros.
Whether or not we repurchase or exchange any debt and the size and timing of any such repurchases or exchanges will be determined at our discretion. 44 • Capital Expenditures We effected capital expenditures of $948 million in 2024, including amounts capitalized to support Max.
Whether or not we repurchase or exchange any debt and the size and timing of any such repurchases or exchanges will be determined at our discretion. • Capital Expenditures We effected capital expenditures of $1,231 million in 2025, including amounts capitalized to support HBO Max.
Interest payments on our outstanding senior notes are projected based on their contractual interest rates and maturity dates. Additionally, we have a multicurrency revolving Credit Agreement and have the capacity to borrow up to $6.0 billion under the Credit Facility. We may also request additional commitments up to $1.0 billion from the lenders upon the satisfaction of certain conditions.
Interest payments on our outstanding debt are projected based on their contractual interest rates and maturity dates. Additionally, we have a multicurrency revolving Credit Agreement and have the capacity to borrow up to $4,000 million under the Credit Facility. We may also request additional commitments up to $1,000 million from the lenders upon the satisfaction of certain conditions.
The outstanding portfolio of receivables derecognized from our consolidated balance sheets was $4,637 million as of December 31, 2024. • Accounts Receivable Factoring We have a factoring agreement to sell certain of our non-U.S. trade accounts receivable on a limited recourse basis to a third-party financial institution.
The outstanding portfolio of receivables derecognized from our consolidated balance sheets was $3,700 million as of December 31, 2025. • Accounts Receivable Factoring We have factoring agreements to sell certain of our non-U.S. trade accounts receivable on a limited recourse basis to a third-party financial institution.
During 2024 and 2023, we made cash payments of $1,113 million and $1,440 million for income taxes and $1,996 million and $2,237 million for interest on our outstanding debt, respectively. Cash Flows The following table presents changes in cash and cash equivalents (in millions).
During 2025 and 2024, we made cash payments of $1,926 million and $1,113 million for income taxes and $2,295 million and $1,996 million for interest on our outstanding debt, respectively. 50 Cash Flows The following table presents changes in cash and cash equivalents (in millions).
As of December 31, 2024, the current portion of the liability for cash-settled share-based compensation awards was $27 million.
As of December 31, 2025, the current portion of the liability for cash-settled share-based compensation awards was $108 million.
Advertising contracts generally have a term of one year or less. Advertising revenue is dependent upon a number of factors, including the number of subscribers to our channels, viewership demographics, the popularity of our content, our ability to sell commercial time over a group of channels, the stage of development of television markets, and the popularity of free-to-air television.
Advertising revenue is dependent upon a number of factors, including the number of subscribers to our channels, viewership demographics, the popularity of our content, our ability to sell commercial time over a group of channels, the stage of development of television markets, and the popularity of free-to-air television.
Additionally, our commercial paper program is supported by the Credit Facility. Under the commercial paper program, we may issue up to $1.0 billion. Borrowing capacity under the Credit Facility is effectively reduced by any outstanding borrowings under the commercial paper program. As of December 31, 2024, we had no outstanding borrowings under the Credit Facility or the commercial paper program.
Additionally, our commercial paper program is supported by the Credit Facility. Under the commercial paper program, we may issue up to $2,000 million. Borrowing capacity under the Credit Facility is effectively reduced by any outstanding borrowings under the commercial paper program. As of December 31, 2025, we had no outstanding borrowings under the Credit Facility or the commercial paper program.
Other Contingent Commitments Other contingent commitments primarily include contingent payments for post-production term advance obligations on a certain co-financing arrangement, as well as operating lease commitment guarantees, letters of credit, bank guarantees, and surety bonds, which generally support performance and payments for a wide range of global contingent and firm obligations, including insurance, litigation appeals, real estate leases, and other operational needs.
To date, no payments have been made by the Company pursuant to the Six Flags Guarantee. 53 Other Contingent Commitments Other contingent commitments primarily include contingent payments for post-production term advance obligations on a certain co-financing arrangement, as well as operating lease commitment guarantees, letters of credit, bank guarantees, and surety bonds, which generally support performance and payments for a wide range of global contingent and firm obligations, including insurance, litigation appeals, real estate leases, and other operational needs.
Content expense includes television/digital series, specials, films, games, and sporting events. Amortization related to both historical cost basis and any fair value adjustments to content arising from business combinations is included in costs of revenues. The costs of producing a content asset and bringing that asset to market consist of production costs, participation costs, and exploitation costs.
Amortization related to both historical cost basis and any fair value adjustments to content arising from business combinations is included in costs of revenues. The costs of producing a content asset and bringing that asset to market consist of production costs, participation costs, and exploitation costs.
As of December 31, 2024 and 2023, we had no outstanding borrowings under the Credit Facility or the commercial paper program. 43 Term Loans In January 2025, we entered into a new $1,500 million 364-day senior unsecured term loan credit facility.
As of December 31, 2025 and 2024, we and DCL had no outstanding borrowings under the Credit Facility or the commercial paper program. Term Loans During the year ended December 31, 2025, we entered into and repaid a $1,500 million 364-day senior unsecured term loan credit facility.
(See Note 18 to the accompanying consolidated financial statements.) Income Tax Expense (Benefit) Income tax expense (benefit) was $94 million and $(784) million, and the Company’s effective tax rate was (1)% and 20% for 2024 and 2023, respectively.
(See Note 18 to the accompanying consolidated financial statements.) Income Tax Expense Income tax expense was $890 million and $94 million, and the Company’s effective tax rate was 54% and (1)% for 2025 and 2024, respectively.
Pursuant to the exercise of the option, all of such outstanding limited partnership interests will be redeemed, and Six Flags will also acquire certain related entity general partnership and managing member interests.
Pursuant to the exercise of the option, all of such outstanding limited partnership interests will be redeemed, and Six Flags will also acquire certain related entity general partnership and managing member interests. In January 2026, Six Flags declined to exercise its option related to the theme parks in Texas.
Additional information regarding contractual commitments to acquire content is set forth in “Material Cash Requirements from Known Contractual and Other Obligations” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” • Debt Floating Rate Notes During the year ended December 31, 2024, we repaid $40 million of aggregate principal amount of our floating rate notes due March 2024.
Additional information regarding contractual commitments to acquire content is set forth in “Material Cash Requirements from Known Contractual and Other Obligations” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” • Debt Bridge Loan Facility During the year ended December 31, 2025, we repaid $2,000 million of aggregate principal amount outstanding of our Bridge Loan Facility.
(See Note 17 to the accompanying consolidated financial statements.) Contractual commitments include payments to meet minimum funding requirements of our Pension Plans in 2025 and estimated benefit payments. Benefit payments have been estimated over a ten-year period.
Plan provisions vary by plan and by country, and all plans are noncontributory. (See Note 17 to the accompanying consolidated financial statements.) Contractual commitments include payments to meet minimum funding requirements of our Pension Plans in 2026 and estimated benefit payments. Benefit payments have been estimated over a ten-year period.
Advertising revenue decreased 7% in 2024, primarily attributable to audience declines in domestic linear networks of 18%, partially offset by an increase in domestic Max ad-lite subscribers.
Advertising revenue decreased 11% in 2025, primarily attributable to audience declines in domestic linear networks of 25%, partially offset by an increase in domestic HBO Max ad-lite subscribers.
Adjusted EBITDA Adjusted EBITDA decreased 23% in 2024. Networks Segment The table below presents, for our Networks segment, revenues by type, certain operating expenses, Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating (loss) income (in millions).
Adjusted EBITDA Adjusted EBITDA increased 52% in 2025. Global Linear Networks Segment The table below presents, for our Global Linear Networks segment, revenues by type, certain operating expenses, Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating income (loss) (in millions).
We evaluate our goodwill for impairment annually as of October 1 or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization.
Our reporting units are Streaming, Studios, and Global Linear Networks. 56 We evaluate our goodwill for impairment annually as of October 1 or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization.
Year Ended December 31, 2024 2023 Cash, cash equivalents, and restricted cash, beginning of period $ 4,319 $ 3,930 Cash provided by operating activities 5,375 7,477 Cash used in investing activities (349) (1,259) Cash used in financing activities (3,749) (5,837) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (180) 8 Net change in cash, cash equivalents, and restricted cash 1,097 389 Cash, cash equivalents, and restricted cash, end of period $ 5,416 $ 4,319 Operating Activities Cash provided by operating activities was $5,375 million and $7,477 million in 2024 and 2023, respectively.
Year Ended December 31, 2025 2024 Cash, cash equivalents, and restricted cash, beginning of period $ 5,416 $ 4,319 Cash provided by operating activities 4,319 5,375 Cash used in investing activities (1,179) (349) Cash used in financing activities (4,240) (3,749) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 254 (180) Net change in cash, cash equivalents, and restricted cash (846) 1,097 Cash, cash equivalents, and restricted cash, end of period $ 4,570 $ 5,416 Operating Activities Cash provided by operating activities was $4,319 million and $5,375 million in 2025 and 2024, respectively.
Corporate The following table presents our Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating loss (in millions): Year Ended December 31, 2024 2023 % Change % Change (ex-FX) Adjusted EBITDA $ (1,260) $ (1,242) (1) % (3) % Employee share-based compensation 547 488 Depreciation and amortization 332 294 Restructuring and other charges 96 95 Transaction and integration costs 239 148 Impairments and loss on dispositions 388 60 Facility consolidation costs 3 32 Impairment and amortization of fair value step-up for content 2 (6) Inter-segment eliminations — (193) Operating loss $ (2,867) $ (2,160) Corporate operations primarily consist of executive management and administrative support services, which are recorded in selling, general and administrative expense, as well as substantially all of our share-based compensation and third-party transaction and integration costs.
Adjusted EBITDA Adjusted EBITDA decreased 21% in 2025. 47 Corporate The following table presents our Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating loss (in millions): Year Ended December 31, 2025 2024 % Change % Change (ex-FX) Adjusted EBITDA - Corporate $ (1,096) $ (1,260) 13 % 15 % Employee share-based compensation 752 547 Depreciation and amortization 399 332 Restructuring and other charges 285 96 Transaction and integration costs 166 239 Impairments and loss on dispositions 122 388 Facility consolidation costs 10 3 Impairment and amortization of fair value step-up for content 1 2 Operating loss $ (2,831) $ (2,867) Corporate operations primarily consist of executive management and administrative support services, which are recorded in selling, general and administrative expense, as well as substantially all of our share-based compensation and third-party transaction and integration costs.
For further discussion of financial information for our segments and the geographical areas in which we do business, our content development activities, and revenues, see our business overview set forth in Item 1, “Business” and Note 23 to the consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
For further discussion of financial information for our segments and the geographical areas in which we do business, our content development activities, and revenues, see our business overview set forth in Item 1, “Business” and Note 23 to the consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. 39 RESULTS OF OPERATIONS Foreign Exchange Impacting Comparability The impact of exchange rates on our business is an important factor in understanding period-to-period comparisons of our results.
Note Guarantees issued by Scripps Networks, DCL or WMH, or any subsidiary of the Parent that in the future issues a Note Guarantee (each, a “Subsidiary Guarantor”) may be released and discharged (i) concurrently with any direct or indirect sale or disposition of such Subsidiary Guarantor or any interest therein, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under its guarantee of payment, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into DCL, WMH or the Parent or another Subsidiary Guarantor, as applicable, or upon the liquidation of such Subsidiary Guarantor and (iv) other customary events constituting a discharge of the Obligors’ obligations.
Note Guarantees issued by Scripps Networks, DCL or DGH, or any subsidiary of the Parent that in the future issues a Note Guarantee (each, a “Subsidiary Guarantor”) may be released and discharged (i) concurrently with any direct or indirect sale or disposition of such Subsidiary Guarantor or any interest therein, (ii) at any time that such Subsidiary Guarantor is released from all of its obligations under its guarantee of payment, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into DCL, DGH or the Parent or another Subsidiary Guarantor, as applicable, or upon the liquidation of such Subsidiary Guarantor and (iv) other customary events constituting a discharge of the Obligors’ obligations. 54 Summarized Financial Information The Company has included the accompanying summarized combined financial information of the Obligors after the elimination of intercompany transactions and balances among the Obligors and the elimination of equity in earnings from and investments in any subsidiary of the Parent that is a non-guarantor (in millions).
The loss in 2024 was primarily attributable to a $9.1 billion pre-tax, non-cash goodwill impairment charge related to the Networks reporting unit during the second quarter of 2024 (see Note 5 to the accompanying consolidated financial statements) and $411 million right-of-use asset (“ROU asset”) impairment charges primarily related to the Hudson Yards, New York office lease.
The loss in 2024 was primarily attributable to a $9,147 million non-cash goodwill impairment charge related to the Global Linear Networks reporting unit during the second quarter of 2024 and $411 million right-of-use asset (“ROU asset”) impairment charges primarily related to the Hudson Yards, New York office lease.
We believe the presentation of results on a constant currency basis (“ex-FX”), in addition to results reported in accordance with U.S. GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results.
GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with U.S. GAAP.
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 our networks, the number of subscribers to our streaming services, and program usage.
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 subscribers receiving our networks, the number of subscribers to our streaming services, and program usage. Accordingly, we review our estimates and planned usage at least quarterly and revise our assumptions if necessary.
Year Ended December 31, 2024 2023 % Change % Change (ex-FX) Revenues: Distribution $ 8 $ 17 (53) % (53) % Advertising 5 15 (67) % (67) % Content 10,717 11,358 (6) % (5) % Other 877 802 9 % 9 % Total revenues 11,607 12,192 (5) % (5) % Costs of revenues, excluding depreciation and amortization 7,530 7,296 3 % 3 % Selling, general and administrative 2,425 2,713 (11) % (11) % Adjusted EBITDA 1,652 2,183 (24) % (23) % Depreciation and amortization 702 667 Employee share-based compensation (1) — Restructuring and other charges 263 225 Transaction and integration costs 2 7 Facility consolidation costs 1 — Impairment and amortization of fair value step-up for content 96 995 Amortization of capitalized interest for content 46 46 Inter-segment eliminations — 31 Impairments and loss on dispositions 14 1 Operating income $ 529 $ 211 Unless otherwise indicated, the discussion of percent changes below is on an ex-FX basis.
Year Ended December 31, 2025 2024 % Change % Change (ex-FX) Revenues: Distribution $ 8 $ 8 — % — % Advertising 1 5 (80) % (80) % Content 11,740 10,717 10 % 9 % Other 870 877 (1) % (3) % Total revenues 12,619 11,607 9 % 8 % Costs of revenues, excluding depreciation and amortization 7,397 7,530 (2) % (2) % Selling, general and administrative 2,677 2,425 10 % 10 % Adjusted EBITDA - Studios segment 2,545 1,652 54 % 52 % Depreciation and amortization 690 702 Employee share-based compensation — (1) Restructuring and other charges 18 263 Transaction and integration costs — 2 Facility consolidation costs — 1 Impairment and amortization of fair value step-up for content 124 96 Amortization of capitalized interest for content 40 46 Impairments and (gain) loss on dispositions (1) 14 Operating income $ 1,674 $ 529 Unless otherwise indicated, the discussion of percent changes below is on an ex-FX basis.
The decrease in cash used in investing activities was primarily attributable to higher proceeds from the sale of investments and fewer purchases of property and equipment during the year ended December 31, 2024. Financing Activities Cash used in financing activities was $3,749 million and $5,837 million in 2024 and 2023, respectively.
The increase in cash used in investing activities was primarily attributable to reduced proceeds from the sale of investments, increased purchases of property and equipment, and reduced proceeds from derivative instruments during the year ended December 31, 2025. Financing Activities Cash used in financing activities was $4,240 million and $3,749 million in 2025 and 2024, respectively.
Excluded from the ARPU calculation are: (i) Revenue and subscribers for DTC products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV), that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) A limited amount of international discovery+ revenue and subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) Cinemax, Max/HBO hotel and bulk institution (i.e., subscribers billed on a bulk basis), and international basic HBO revenue and subscribers; and (iv) Users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. 42 Inter-segment Eliminations The following table presents our inter-segment eliminations by revenue and expense, Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating loss (in millions): Year Ended December 31, 2024 2023 Inter-segment revenue eliminations $ (2,782) $ (2,269) Inter-segment expense eliminations (2,596) (2,362) Adjusted EBITDA (186) 93 Restructuring and other charges — (2) Impairment and amortization of fair value step-up for content 264 451 Operating loss $ (450) $ (356) Inter-segment revenue and expense eliminations primarily represent inter-segment content transactions and marketing and promotion activity between reportable segments.
Excluded from the ARPU calculation are: (i) Revenue and subscribers for streaming products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player), that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) A limited amount of international discovery+ revenue and subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) Cinemax, Max/HBO hotel and bulk institution (i.e., subscribers billed on a bulk basis), and international basic HBO revenue and subscribers; and (iv) Users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires. 45 Studios Segment The following table presents, for our Studios segment, revenues by type, certain operating expenses, Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating income (in millions).
Year Ended December 31, 2024 2023 % Change % Change (ex-FX) Revenues: Distribution $ 9,022 $ 8,703 4 % 5 % Advertising 855 548 56 % 57 % Content 428 886 (52) % (51) % Other 8 17 (53) % (50) % Total revenues 10,313 10,154 2 % 2 % Costs of revenues, excluding depreciation and amortization 7,459 7,623 (2) % (2) % Selling, general and administrative 2,177 2,428 (10) % (9) % Adjusted EBITDA 677 103 NM NM Depreciation and amortization 1,831 2,063 Restructuring and other charges 3 66 Transaction and integration costs (1) 4 Impairment and amortization of fair value step-up for content 282 460 Inter-segment eliminations — 72 Impairments and loss on dispositions 47 3 Operating loss $ (1,485) $ (2,565) Unless otherwise indicated, the discussion of percent changes below is on an ex-FX basis.
Year Ended December 31, 2025 2024 % Change % Change (ex-FX) Revenues: Distribution $ 9,444 $ 9,022 5 % 5 % Advertising 1,032 855 21 % 20 % Content 388 428 (9) % (10) % Other 12 8 50 % 50 % Total revenues 10,876 10,313 5 % 5 % Costs of revenues, excluding depreciation and amortization 7,401 7,459 (1) % (1) % Selling, general and administrative 2,105 2,177 (3) % (4) % Adjusted EBITDA - Streaming segment 1,370 677 NM NM Depreciation and amortization 1,415 1,831 Restructuring and other charges 27 3 Transaction and integration costs — (1) Impairment and amortization of fair value step-up for content 169 282 Impairments and loss on dispositions 23 47 Operating loss $ (264) $ (1,485) Unless otherwise indicated, the discussion of percent changes below is on an ex-FX basis.
We have a $6.0 billion revolving credit facility and commercial paper program described below.
We have a $4,000 million revolving credit facility and commercial paper program described below.
Year Ended December 31, 2024 2023 % Change % Change (ex-FX) Revenues: Distribution $ 10,680 $ 11,521 (7) % (6) % Advertising 7,306 8,342 (12) % (12) % Content 1,848 1,005 84 % 83 % Other 341 376 (9) % (10) % Total revenues 20,175 21,244 (5) % (4) % Costs of revenues, excluding depreciation and amortization 9,238 9,342 (1) % — % Selling, general and administrative 2,788 2,839 (2) % (1) % Adjusted EBITDA 8,149 9,063 (10) % (10) % Depreciation and amortization 4,172 4,961 Restructuring and other charges 85 201 Transaction and integration costs 2 3 Impairment and amortization of fair value step-up for content 495 473 Inter-segment eliminations — 90 Impairments and loss on dispositions 9,154 13 Operating (loss) income $ (5,759) $ 3,322 Unless otherwise indicated, the discussion of percent changes below is on an ex-FX basis.
Year Ended December 31, 2025 2024 % Change % Change (ex-FX) Revenues: Distribution $ 9,819 $ 10,680 (8) % (8) % Advertising 6,332 7,306 (13) % (14) % Content 1,195 1,848 (35) % (35) % Other 310 341 (9) % (11) % Total revenues 17,656 20,175 (12) % (13) % Costs of revenues, excluding depreciation and amortization 8,479 9,238 (8) % (8) % Selling, general and administrative 2,765 2,788 (1) % (2) % Adjusted EBITDA - Global Linear Networks segment 6,412 8,149 (21) % (21) % Depreciation and amortization 3,184 4,172 Employee share-based compensation (1) — Restructuring and other charges 69 85 Transaction and integration costs — 2 Impairment and amortization of fair value step-up for content 440 495 Impairments and loss on dispositions 28 9,154 Operating income (loss) $ 2,692 $ (5,759) Unless otherwise indicated, the discussion of percent changes below is on an ex-FX basis.
The aggregate gross undiscounted estimated future cash flow requirements covered by the Six Flags Guarantee over the remaining term (through 2028) are $589 million. To date, no payments have been made by the Company pursuant to the Six Flags Guarantee.
The aggregate gross undiscounted estimated future cash flow requirements covered by the Six Flags Guarantee over the remaining term (through 2028) are $590 million.
Year Ended December 31, 2024 2023 % Change % Change (ex-FX) Revenues: Distribution $ 19,701 $ 20,237 (3) % (1) % Advertising 8,090 8,700 (7) % (7) % Content 10,297 11,203 (8) % (8) % Other 1,233 1,181 4 % 4 % Total revenues 39,321 41,321 (5) % (4) % Costs of revenues, excluding depreciation and amortization 22,970 24,526 (6) % (6) % Selling, general and administrative 9,296 9,696 (4) % (3) % Depreciation and amortization 7,037 7,985 (12) % (12) % Restructuring and other charges 447 585 (24) % (23) % Impairments and loss on dispositions 9,603 77 NM NM Total costs and expenses 49,353 42,869 15 % 16 % Operating loss (10,032) (1,548) NM NM Interest expense, net (2,017) (2,221) Gain on extinguishment of debt 632 17 Loss from equity investees, net (121) (82) Other income (expense), net 150 (29) Loss before income taxes (11,388) (3,863) Income tax (expense) benefit (94) 784 Net loss (11,482) (3,079) Net loss (income) attributable to noncontrolling interests 129 (38) Net loss (income) attributable to redeemable noncontrolling interests 42 (9) Net loss available to Warner Bros.
Year Ended December 31, 2025 2024 % Change % Change (ex-FX) Revenues: Distribution $ 19,262 $ 19,701 (2) % (2) % Advertising 7,306 8,090 (10) % (11) % Content 9,647 10,297 (6) % (7) % Other 1,081 1,233 (12) % (15) % Total revenues 37,296 39,321 (5) % (5) % Costs of revenues, excluding depreciation and amortization 20,885 22,970 (9) % (9) % Selling, general and administrative 9,418 9,296 1 % 1 % Depreciation and amortization 5,684 7,037 (19) % (19) % Restructuring and other charges 399 447 (11) % (11) % Impairments and loss on dispositions 172 9,603 (98) % (98) % Total costs and expenses 36,558 49,353 (26) % (26) % Operating income (loss) 738 (10,032) NM NM Interest expense, net (2,085) (2,017) Gain on extinguishment of debt 2,945 632 Loss from equity investees, net (24) (121) Other income, net 65 150 Income (loss) before income taxes 1,639 (11,388) Income tax expense (890) (94) Net income (loss) 749 (11,482) Net (income) loss attributable to noncontrolling interests (24) 129 Net loss attributable to redeemable noncontrolling interests 2 42 Net income (loss) available to Warner Bros.
(See Note 12 to the accompanying consolidated financial statements.) Operating Lease Obligations We obtain office space and equipment under multi-year lease arrangements. Most operating leases are not cancelable prior to their expiration. Payments for operating leases represent the amounts due under the agreements assuming the agreements are not canceled prior to their expiration.
Interest payments on our outstanding finance lease obligations are based on the stated or implied rate in our finance lease agreements. (See Note 12 to the accompanying consolidated financial statements.) Operating Lease Obligations We obtain office space and equipment under multi-year lease arrangements. Most operating leases are not cancelable prior to their expiration.
Unrecognized Tax Benefits Although we can reasonably estimate the total amount of unrecognized tax benefits related to certain of the Company’s uncertain tax positions that may decrease over the next twelve months, we are unable to reasonably predict the ultimate amount and timing of cash settlement with the respective taxing authorities. 47 Six Flags Guarantee In connection with the WarnerMedia Business’ former investment in the Six Flags (as defined below) theme parks located in Georgia and Texas (collectively, the “Parks”), in 1997, certain subsidiaries of the Company agreed to guarantee (the “Six Flags Guarantee”) certain obligations of the partnerships that hold the Parks (the “Partnerships”) for the benefit of the limited partners in such Partnerships, including annual payments made to the Parks or to the limited partners and additional obligations at the end of the respective terms for the Partnerships in 2027 and 2028 (the “Guaranteed Obligations”).
Six Flags Guarantee In connection with the WarnerMedia Business’ former investment in the Six Flags (as defined below) theme parks located in Georgia and Texas (collectively, the “Parks”), in 1997, certain subsidiaries of the Company agreed to guarantee (the “Six Flags Guarantee”) certain obligations of the partnerships that hold the Parks (the “Partnerships”) for the benefit of the limited partners in such Partnerships, including annual payments made to the Parks or to the limited partners and additional obligations at the end of the respective terms for the Partnerships in 2027 and 2028 (the “Guaranteed Obligations”).
Senior Notes During the year ended December 31, 2024, we repurchased or repaid $5,923 million of aggregate principal amount outstanding of our senior notes. In addition, we have $2,748 million of senior notes coming due in 2025. In February 2025, we redeemed in full $1,500 million aggregate principal amount of our 6.412% senior notes due 2026.
Senior Notes During the year ended December 31, 2025, we repurchased or repaid $23,475 million of aggregate principal amount outstanding of our senior notes. In addition, we have $139 million of senior notes coming due in 2026.
Advertising revenue increased 57% in 2024, primarily attributable to an increase in domestic ad-lite subscribers. 41 Global ARPU consisted of the following.
Advertising revenue increased 20% in 2025, primarily attributable to an increase in ad-lite subscribers, partially offset by domestic pricing pressures. 44 Global ARPU consisted of the following.
(See Note 13 to the accompanying consolidated financial statements.) Uses of Cash Our primary uses of cash include the creation and acquisition of new content, business acquisitions, income taxes, personnel costs, costs to develop and market our enhanced streaming service Max, principal and interest payments on our outstanding senior notes, funding for various equity method and other investments, and repurchases of our capital stock. • Content Acquisition We plan to continue to invest significantly in the creation and acquisition of new content, as well as certain sports rights.
Additionally, we received proceeds from the formation of a separate joint venture of $32 million and from the sale of investments of $54 million for the year ended December 31, 2025. • Asset Dispositions We received proceeds from asset dispositions of $60 million during the year ended December 31, 2025. 49 Uses of Cash Our primary uses of cash include the creation and acquisition of new content, business acquisitions, income taxes, personnel costs, costs to develop and market our enhanced streaming service HBO Max, principal and interest payments on our outstanding senior notes, funding for various equity method and other investments, and repurchases of our capital stock. • Content Acquisition We plan to continue to invest significantly in the creation and acquisition of new content, as well as certain sports rights.
Long-term trends and risks we are monitoring in our ongoing assessment include, but are not limited to, the following: • the delta between market capitalization and book value; • uncertainty related to affiliate rights renewals associated with our Networks and DTC reporting units; • declining levels of global GDP growth and continued softness in the U.S. linear advertising market associated with our Networks reporting unit; • content licensing trends and volatility related to the performance of theatrical film and game slates in our Studios reporting unit; and • risks in executing the projected growth strategies of our DTC reporting unit.
Long-term trends and risks we are monitoring in our ongoing assessment include, but are not limited to, the following: • the delta between market capitalization and book value, as well as volatility or declines in the price of our common stock, including any impact from the PSKY Merger; • uncertainty related to affiliate rights renewals associated with our Global Linear Networks and Streaming reporting units; • declining levels of global GDP growth and continued softness in the U.S. linear advertising market associated with our Global Linear Networks reporting unit; • increased competition for advertising expenditures associated with our Global Linear Networks and Streaming reporting units as a result of an increase in digital advertising inventory available in the marketplace; • uncertainty surrounding the impacts related to the imposition of tariffs by the U.S. government and any retaliatory tariffs from foreign governments; • content licensing trends and volatility related to the performance of theatrical film and game slates in our Studios reporting unit; and • risks in executing the projected growth strategies of our Streaming reporting unit.
In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities, as well as realized and unrealized foreign currency transaction gains and losses.
In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities, as well as realized and unrealized foreign currency transaction gains and losses. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies.
We have contracts with distributors representing most cable and satellite service providers around the world, including the largest operators in the U.S. and major international distributors.
The largest component of distribution revenue is comprised of linear distribution rights to our networks from cable, DTH satellite, and telecommunication service providers. We have contracts with distributors representing most cable and satellite service providers around the world, including the largest operators in the U.S. and major international distributors.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+2 added−0 removed18 unchanged
Biggest changeDuring the year ended December 31, 2024, we entered into a new $6.0 billion multicurrency revolving credit agreement, replacing the existing $6.0 billion multicurrency revolving credit agreement. We had no outstanding borrowings as of December 31, 2024. We also have access to a commercial paper program, which had no outstanding borrowings as of December 31, 2024.
Biggest changeWe have a $4,000 million revolving credit facility, which had no outstanding borrowings as of December 31, 2025. We also have access to a commercial paper program, which had no outstanding borrowings as of December 31, 2025.
We also have liabilities, such as deferred compensation, that are accounted for at fair value (See Note 10 and Note 14 to the accompanying consolidated financial statements). Investments in mutual funds include both fixed- and floating-rate interest earning securities that carry a degree of interest rate risk.
We also have liabilities, such as deferred compensation liabilities, that are accounted for at fair value (See Note 10 and Note 14 to the accompanying consolidated financial statements). Investments in mutual funds include both fixed- and floating-rate interest earning securities that carry a degree of interest rate risk.
Most of our non-functional currency risks related to our revenue, operating expenses, and capital expenditures were not hedged as of December 31, 2024. We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our subsidiaries and affiliates into U.S. dollars.
Most of our non-functional currency risks related to our revenue, operating expenses, and capital expenditures were not hedged as of December 31, 2025. We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our subsidiaries and affiliates into U.S. dollars.
Liabilities carried at fair value, such as deferred compensation, may experience capital gains that result in increased liabilities and expenses as the capital gains occur. We may enter into derivative financial instruments to hedge the risk of these market value changes. (See Note 13 to the accompanying consolidated financial statements.) 54
Liabilities carried at fair value, such as deferred compensation, may experience capital gains that result in increased liabilities and expenses as the capital gains occur. We may enter into derivative financial instruments to hedge the risk of these market value changes. (See Note 13 to the accompanying consolidated financial statements.) 60
The earnings of certain international operations are expected to be reinvested in those businesses indefinitely. 53 The functional currency of most of our international subsidiaries is the local currency. We are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our subsidiaries’ respective functional currencies (“non-functional currency risk”).
The earnings of certain international operations are expected to be reinvested in those businesses indefinitely. 59 The functional currency of most of our international subsidiaries is the local currency. We are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our subsidiaries’ respective functional currencies (“non-functional currency risk”).
The potential change in fair value of these senior notes from a 100 basis-point increase in quoted interest rates across all maturities, often referred to as a parallel shift in the yield curve, would be a decrease in fair value of approximately $2.1 billion as of December 31, 2024.
The potential change in fair value of these senior notes from a 100 basis-point increase in quoted interest rates across all maturities, often referred to as a parallel shift in the yield curve, would be a decrease in fair value of approximately $819 million as of December 31, 2025.
(See Note 13 to the accompanying consolidated financial statements.) As of December 31, 2024, the fair value of our outstanding senior notes, including accrued interest, was $34.9 billion. The fair value of our long-term debt may vary as a result of market conditions and other factors.
(See Note 13 to the accompanying consolidated financial statements.) As of December 31, 2025, the fair value of our outstanding senior notes, including accrued interest, was $15,205 million. The fair value of our long-term debt may vary as a result of market conditions and other factors.
As of December 31, 2024, we had $39.5 billion of fixed-rate senior notes, at par value. Our current objectives in managing exposure to interest rate changes are to limit the impact of interest rates on earnings and cash flows.
As of December 31, 2025, we had $17,845 million of fixed-rate senior notes, at par value, and a bridge loan of $15,000 million. Our current objectives in managing exposure to interest rate changes are to limit the impact of interest rates on earnings and cash flows.
Added
Borrowings under the Bridge Loan Facility will bear interest at the Secured Overnight Financing Rate (“SOFR”) plus (i) until March 30, 2026, 3.50% per annum and (ii) from March 31, 2026 until the termination date of the Bridge Loan Facility, 4.00%.
Added
In addition, the Company will pay a duration fee equal to the applicable percentage of the aggregate principal amount of the loan outstanding on the following dates: on each of March 31, 2026 and June 30, 2026, a fee rate of 0.50%; and on each of September 30, 2026, December 31, 2026 and March 31, 2027, a fee rate of 1.00%.

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