10-Q – 2025-08-07 – wbd-20250630.htm

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 decreased 9% and increased 14% for the three and six months ended June 30, 2025, respectively. The decrease for the three months ended June 30, 2025 was primarily attributable to higher overhead costs and securitization expense. The increase for the six months ended June 30, 2025 was primarily attributable to lower facility costs due to office consolidations and closures and the release of previously recorded non-income tax reserves.
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).

  Three Months Ended June 30, Six Months Ended June 30,
  2025 2024 2025 2024
Inter-segment revenue eliminations $ (1,586) $ (577) $ (2,351) $ (1,026)
Inter-segment expense eliminations (1,187) (556) (1,899) (1,064)
Adjusted EBITDA - Inter-segment eliminations
(399) (21) (452) 38 

Impairment and amortization of fair value step-up for content 14  73  41  153 

Operating loss $ (413) $ (94) $ (493) $ (115)

Inter-segment revenue and expense eliminations primarily represent inter-segment content transactions and marketing and promotion activity between reportable segments. In our current segment structure, in certain instances, production and distribution activities are in different segments. Inter-segment content transactions are presented at market value (i.e., the segment producing and/or licensing the content reports revenue and profit from inter-segment transactions in a manner similar to the reporting of third-party transactions, and the required eliminations are reported on the separate “Eliminations” line when presenting our summary of segment results). 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. 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.
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LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Sources of Cash
Historically, we have generated a significant amount of cash from operations. During the six months ended June 30, 2025, we funded our working capital needs primarily through cash flows from operations. As of June 30, 2025, we had $4.9 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. We have a $4.0 billion revolving credit facility and a commercial paper program described below. We also participate in a revolving receivables program and an accounts receivable factoring program described below.
• Debt
Bridge Loan Facility
During the three months ended June 30, 2025, we and WMH entered into a Bridge Loan Facility with JPMorgan Chase Bank, N.A. WMH drew $17.0 billion of the available Bridge Loan Facility to finance the early settlement of the Tender Offers, Consent Solicitations, and the repayment in full and termination of our $1,500 million 364-day senior unsecured term loan facility, and the payment of fees and expenses therewith and for general corporate purposes. The Bridge Loan Facility is expected to be refinanced prior to the Separation. The Bridge Loan Facility contains customary representations and warranties as well as affirmative and negative covenants. As of June 30, 2025, we were in compliance with all applicable covenants and there were no events of default under the Bridge Loan Facility.
Revolving Credit Facility and Commercial Paper
DCL and certain subsidiaries of the Company, as borrowers, have a multicurrency revolving credit agreement (the “Credit Agreement”) and have the capacity to borrow up to $4.0 billion under the Credit Agreement (the “Credit Facility”). DCL may also request additional commitments up to $1.0 billion from the lenders upon the satisfaction of certain conditions. In June 2025, we amended the Credit Agreement to, among other things, decrease the borrowing capacity from $6.0 billion to $4.0 billion and provide for early termination of the Credit Agreement upon completion of the Separation. The Credit Agreement contains customary representations and warranties as well as affirmative and negative covenants. As of June 30, 2025, we were in compliance with all applicable covenants and there were no events of default under the Credit Agreement.
Additionally, our commercial paper program is supported by the Credit Facility. Under the commercial paper program, we may issue up to $2.0 billion. In March 2025, we increased the issuance capacity under the commercial paper program from $1.0 billion to $2.0 billion. Borrowing capacity under the Credit Facility is effectively reduced by any outstanding issuances under the commercial paper program.
During the six months ended June 30, 2025, we and DCL borrowed and repaid $3,551 million under our Credit Facility and commercial paper program. As of June 30, 2025, we and DCL had no outstanding borrowings under the Credit Facility or issuances under the commercial paper program.
Term Loan
During the six months ended June 30, 2025, we entered into and repaid a $1,500 million 364-day senior unsecured term loan credit facility. The proceeds were used to fund the redemption of $1,500 million aggregate principal amount outstanding of WMH’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. Discovery Receivables Funding, LLC, to various financial institutions on a recurring basis in exchange for cash equal to the gross receivables transferred. We service the sold receivables for the financial institution for a fee and pay fees to the financial institution in connection with this revolving agreement. As customers pay their balances, our available capacity under this revolving agreement increases and typically we transfer additional receivables into the program. In some cases, we may have collections that have not yet been remitted to the bank, resulting in a liability. The outstanding portfolio of receivables derecognized from our consolidated balance sheets was $4,499 million as of June 30, 2025.
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• 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. Total trade accounts receivable sold under the Company’s factoring arrangement was $102 million for the six months ended June 30, 2025.
• Investments
In January 2025 we contributed a 70% interest in our music catalog to a joint venture with Cutting Edge Group
in exchange for net proceeds of $601 million. Additionally, we received proceeds from the sale of investments of $54 million for the six months ended June 30, 2025.
• Asset Dispositions
We received proceeds from asset dispositions of $66 million during the six months ended June 30, 2025.
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. Contractual commitments to acquire content have not materially changed as 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” in our 2024 Form 10-K.
• Debt
Senior Notes
During the six months ended June 30, 2025, we repurchased or repaid $20,403 million of aggregate principal amount outstanding of our senior notes. In addition, we had $97 million of senior notes that were due in July 2025, and an additional $124 million of senior notes coming due through June 2026.
We may from time to time seek to prepay, retire or purchase our other outstanding indebtedness through prepayments, redemptions, open market purchases, privately negotiated transactions, tender offers or otherwise. Any such repurchases or exchanges will be dependent upon several factors, including our liquidity requirements, contractual restrictions, general market conditions, as well as applicable regulatory, legal and accounting factors. 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 $532 million during the six months ended June 30, 2025, including amounts capitalized to support HBO Max. In addition, 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 7 to the accompanying consolidated financial statements.) We also provide funding to our investees from time to time. During the six months ended June 30, 2025, we contributed $26 million for investments in and advances to our investees.
• Redeemable Noncontrolling Interest and Noncontrolling Interest
We had redeemable equity balances of $23 million at June 30, 2025, which may require the use of cash in the event holders of noncontrolling interests put their interests to us. Distributions to noncontrolling interests and redeemable noncontrolling interests totaled $174 million and $161 million for the six months ended June 30, 2025 and 2024, respectively.
• Income Taxes and Interest
We expect to continue to make payments for income taxes and interest on our outstanding senior notes. During the six months ended June 30, 2025, we made cash payments of $974 million and $1,275 million for income taxes and interest on our outstanding debt, respectively.
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Cash Flows
The following table presents changes in cash and cash equivalents (in millions).
  Six Months Ended June 30,
  2025 2024
Cash, cash equivalents, and restricted cash, beginning of period $ 5,416  $ 4,319 
Cash provided by operating activities 1,536  1,813 
Cash used in investing activities (431) (137)
Cash used in financing activities (1,886) (2,274)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 256  (104)
Net change in cash, cash equivalents, and restricted cash (525) (702)
Cash, cash equivalents, and restricted cash, end of period $ 4,891  $ 3,617 

Operating Activities
Cash provided by operating activities was $1,536 million and $1,813 million during the six months ended June 30, 2025 and 2024, respectively. The decrease in cash provided by operating activities was primarily attributable to a decrease in net income, excluding non-cash items, partially offset by an improvement in working capital activity.
Investing Activities
Cash used in investing activities was $431 million and $137 million during the six months ended June 30, 2025 and 2024, respectively. The increase in cash used in investing activities was primarily attributable to reduced proceeds from the sale of investments and increased purchases of property and equipment during the six months ended June 30, 2025.
Financing Activities
Cash used in financing activities was $1,886 million and $2,274 million during the six months ended June 30, 2025 and 2024, respectively. The decrease in cash used in financing activities was primarily attributable to proceeds received for the contribution of 70% of our music catalog to a joint venture during the six months ended June 30, 2025.
Capital Resource s
As of June 30, 2025, capital resources were comprised of the following (in millions).

  June 30, 2025
  Total
Capacity Outstanding
Indebtedness Unused
Capacity
Cash and cash equivalents $ 4,888  $ —  $ 4,888 
Revolving credit facility and commercial paper program 4,000  —  4,000 
Bridge loan 17,000  17,000  — 
Senior notes (a)
18,000  18,000  — 
Total $ 43,888  $ 35,000  $ 8,888 

(a) Interest on the senior notes is paid annually or semi-annually. Our senior notes outstanding as of June 30, 2025 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- and long-term. Our borrowing costs and access to capital markets can be affected by short and long-term debt ratings assigned by independent rating agencies which are based, in part, on our performance as measured by credit metrics such as interest coverage and leverage ratios. Credit rating agencies may continue to
review and adjust our ratings or outlook. For example, in 2025, S&P, Moody’s and Fitch downgraded certain of our ratings in part due to declines in our linear business, including as a result of the weak operating environment for linear networks, our leverage ratio, and an increase in secured debt and uncertainty in connection with the Separation.
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The 2017 Tax Cuts and Jobs Act features a participation exemption regime with current taxation of certain foreign income and imposes a mandatory repatriation toll tax on unremitted foreign earnings. Notwithstanding the U.S. taxation of these amounts, we intend to continue to reinvest some of these funds outside of the U.S. Our current plans do not demonstrate a need to repatriate to the U.S. However, if these funds were to be needed in the U.S., we would be required to accrue and pay non-U.S. taxes to repatriate them. The determination of the amount of unrecognized deferred income tax liability with respect to these undistributed foreign earnings is not practicable.

Summarized Guarantor Financial Information
Basis of Presentation
As of June 30, 2025 and 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. (“WMH”); senior notes issued by WMH, which are guaranteed by the Company, Scripps Networks, and DCL; senior notes issued by the legacy WarnerMedia Business (not guaranteed); and senior notes issued by Scripps Networks (not guaranteed). (See Note 8 to the accompanying consolidated financial statements.) DCL, Scripps Networks, and WMH are wholly owned by the Company.
The tables below present the summarized financial information as combined for Warner Bros. Discovery, Inc. (the “Parent”), Scripps Networks, DCL, and WMH (collectively, the “Obligors”). All guarantees of DCL and WMH’s senior notes (the “Note Guarantees”) are full and unconditional, joint and several and unsecured, and cover all payment obligations arising under the senior notes.
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.
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).

June 30, 2025 December 31, 2024
Current assets $ 1,477  $ 2,194 
Non-guarantor intercompany trade receivables, net 124  404 
Noncurrent assets 4,049  4,077 
Current liabilities 1,051  3,948 
Noncurrent liabilities 35,640  37,118 

Six Months Ended June 30, 2025
Revenues $ 953 
Operating loss (155)
Net income 1,591 
Net income available to Warner Bros. Discovery, Inc. 1,568 

MATERIAL CASH REQUIREMENTS FROM KNOWN CONTRACTUAL AND OTHER OBLIGATIONS
In the normal course of business, we enter into commitments for the purchase of goods or services that require us to make payments or provide funding in the event certain circumstances occur. Our contractual commitments have not materially changed as 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” in our 2024 Form 10-K.
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RELATED PARTY TRANSACTIONS
In the ordinary course of business, we enter into transactions with related parties, such as our equity method investees, entities that share common directorship, or minority partners of consolidated subsidiaries. (See Note 14 to the accompanying consolidated financial statements.)

CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimates have not changed since December 31, 2024. For a discussion of each of our critical accounting estimates, including information and analysis of estimates and assumptions involved in their application, see “Critical Accounting Estimates” included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K.

NEW ACCOUNTING AND REPORTING PRONOUNCEMENTS
Certain new accounting and reporting standards will be effective for us during the year ended December 31, 2025. (See Note 1 to the accompanying consolidated financial statements.)
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Supplemental Data for Results of Operations
The following table presents supplemental consolidating data for our Streaming & Studios division, Global Linear Networks reportable segment, Corporate, and consolidating adjustments.
Consolidated - Represents the consolidated results of operations of the Company and its subsidiaries.
Streaming & Studios - Represents the results of our Streaming & Studios division, which includes our Streaming and Studios reportable segments and eliminations between those two reportable segments.
Global Linear Networks - Represents the results of our Global Linear Networks reportable segment.
Corporate - Represents the results of our Corporate functions.
Consolidating adjustments - Represents eliminations between the Streaming & Studios division and the Global Linear Networks reportable segment, as well as other Corporate eliminations.

Supplemental Data for Results of Operations (in millions) Supplemental Consolidating Data
Consolidated Streaming & Studios Global Linear Networks Corporate Consolidating adjustments
For the three months ended June 30,
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Revenues:
Distribution $ 4,885  $ 4,879  $ 2,411  $ 2,205  $ 2,477  $ 2,675  $ —  $ —  $ (3) $ (1)
Advertising 2,216  2,430  280  240  1,953  2,214  —  —  (17) (24)
Content 2,471  2,109  2,349  1,945  287  299  —  —  (165) (135)
Other 240  295  154  211  86  84  1  1  (1) (1)
Total revenues 9,812  9,713  5,194  4,601  4,803  5,272  1  1  (186) (161)
Costs of revenues, excluding depreciation and amortization 5,967  6,204  3,163  3,407  2,902  2,825  25  44  (123) (72)
Selling, general and administrative 2,477  2,461  1,308  1,290  699  742  486  451  (16) (22)
Depreciation and amortization 1,447  1,744  525  634  829  1,052  93  58  —  — 
Restructuring and other charges 80  117  6  34  25  42  49  41  —  — 
Impairments and loss on dispositions 26  9,395  11  10  1  9,154  14  231  —  — 

Total costs and expenses 9,997  19,921  5,013  5,375  4,456  13,815  667  825  (139) (94)
Operating (loss) income $ (185) $ (10,208) $ 181  $ (774) $ 347  $ (8,543) $ (666) $ (824) $ (47) $ (67)

Supplemental Data for Results of Operations (in millions) Supplemental Consolidating Data
Consolidated Streaming & Studios Global Linear Networks Corporate Consolidating adjustments
For the six months ended June 30,
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Revenues:
Distribution $ 9,771  $ 9,864  $ 4,741  $ 4,395  $ 5,035  $ 5,472  $ —  $ —  $ (5) $ (3)
Advertising 4,196  4,578  517  419  3,711  4,201  —  —  (32) (42)
Content 4,337  4,667  3,960  4,349  667  563  —  —  (290) (245)
Other 487  562  323  401  164  161  1  2  (1) (2)
Total revenues 18,791  19,671  9,541  9,564  9,577  10,397  1  2  (328) (292)
Costs of revenues, excluding depreciation and amortization 11,098  12,262  5,925  7,001  5,359  5,322  46  56  (232) (117)
Selling, general and administrative 4,671  4,693  2,442  2,389  1,354  1,377  902  965  (27) (38)
Depreciation and amortization 2,994  3,632  1,066  1,335  1,736  2,157  192  140  —  — 
Restructuring and other charges 134  152  13  47  41  53  80  52  —  — 
Impairments and loss on dispositions 116  9,407  13  15  3  9,154  100  238  —  — 

Total costs and expenses 19,013  30,146  9,459  10,787  8,493  18,063  1,320  1,451  (259) (155)
Operating (loss) income $ (222) $ (10,475) $ 82  $ (1,223) $ 1,084  $ (7,666) $ (1,319) $ (1,449) $ (69) $ (137)

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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, marketing and operating strategies, integration of acquired businesses, new product and service offerings, financial prospects and anticipated sources and uses of capital. Words such as “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would,” among other terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be accomplished. The following is a list of some, but not all, of the factors that could cause actual results or events to differ materially from those anticipated:
• the occurrence of any event, change or other circumstances that could give rise to the abandonment of the Separation or pursuit of a different structure;
• failure to satisfy in a timely manner any of the conditions to the Separation or complete the Separation in a timely or favorable manner or at all;
• the effects of the announcement, pendency or completion of the Separation on our ongoing business operations;
• unforeseen costs, execution risks, and operational challenges related to the Separation, including risks relating to changes to the configuration of our existing business and disruption of management time away from ongoing business operations;
• more intense competitive pressure from existing or new competitors in the industries in which we operate;
• reduced spending on domestic and foreign television advertising, due to macroeconomic conditions, industry or consumer behavior trends or unexpected reductions in our number of subscribers;
• the imposition of tariffs, including tariffs directly or indirectly applicable to our industry, by the U.S. government and any retaliatory tariffs from foreign governments;
• uncertainties associated with product and service development and market acceptance, including the development and provision of programming for new television and telecommunications technologies, and the success of our streaming services;
• market demand for foreign first-run and existing content libraries;
• negative publicity or damage to our brands, reputation or talent;
• realizing streaming subscriber goals;
• disagreements with our distributors or other business partners;
• continued consolidation of distribution customers and production studios;
• industry trends, including the timing of, and spending on, sports programming, feature film, television and television commercial production;
• the possibility or duration of an industry-wide strike, such as the strikes of the Writers Guild of America and Screen Actors Guild of America-American Federation of Television and Radio Arts in 2023, player lock-outs or other job action affecting a major entertainment industry union, athletes or others involved in the development and production of our sports programming, television programming, feature films and interactive entertainment (e.g., games) who are covered by collective bargaining agreements;
• inherent uncertainties involved in the estimates and assumptions used in the preparation of financial forecasts;
• our level of debt, including the significant indebtedness incurred in connection with the acquisition of the WarnerMedia Business, and our future compliance with debt covenants;
• challenges related to obtaining permanent financing to refinance the Bridge Loan Facility on favorable terms in a timely manner or at all;
• changes to our corporate or debt-specific credit ratings or outlook;
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• changes in, or failure or inability to comply with, laws and government regulations, including, without limitation, regulations of the U.S. government and other international governments, the Federal Communications Commission and similar authorities internationally and data privacy regulations;
• adverse outcomes of legal proceedings or disputes, including those related to our acquisition of the WarnerMedia Business, the Separation, or adverse outcomes from regulatory proceedings;
• threatened or actual cyber-attacks and cybersecurity breaches;
• theft of our content and unauthorized duplication, distribution and exhibition of such content; and
• general economic and business conditions, fluctuations in foreign currency exchange rates, global events such as pandemics, natural disasters impacting the geographic areas where our businesses and operations are located, and political uncertainty or unrest in the markets in which we operate.
Forward-looking statements are subject to various risks and uncertainties which change over time, are based on management’s expectations and assumptions at the time the statements are made and are not guarantees of future results.
These risks have the potential to impact the recoverability of the assets recorded on our balance sheets, including goodwill and other intangibles. Management’s expectations and assumptions, and the continued validity of any forward-looking statements we make, cannot be foreseen with certainty and are subject to change due to a broad range of factors affecting the U.S. and global economies and regulatory environments, factors specific to Warner Bros. Discovery, and other factors described under Part I, Item 1A, “Risk Factors,” in our 2024 Form 10-K and Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q. These forward-looking statements and such risks, uncertainties, and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions, or circumstances on which any such statement is based.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Quantitative and qualitative disclosures about our existing market risk are set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the 2024 Form 10-K. Our exposures to market risk have not materially changed since December 31, 2024.

ITEM 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
During the three months ended June 30, 2025, there were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION

ITEM 1. 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. A determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgment about future events. The Company may not currently be able to estimate the reasonably possible loss or range of loss for certain matters until developments in such matters have provided sufficient information to support an assessment of such loss. In the absence of sufficient information to support an assessment of the reasonably possible loss or range of loss, no accrual for such contingencies is made and no loss or range of loss is disclosed. (See Note 15 to the accompanying consolidated financial statements.) Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company’s results of operations in a particular subsequent reporting period is not known, management does not currently believe that the resolution of these matters will have a material adverse effect on the Company’s future consolidated financial position, future results of operations, or cash flows.
Securities Class Action. On 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 Warner Bros. Discovery, Inc. (“WBD”), Gunnar Wiedenfels, and David M. Zaslav as defendants and asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (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. On May 7, 2025, the lead plaintiffs filed a First Amended Complaint against WBD, Gunnar Wiedenfels, and David M. Zaslav. 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. The defendants moved to dismiss on July 11, 2025. The plaintiffs have until August 25, 2025 to file their opposition to defendants’ motion to dismiss.
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. 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. 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. 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. 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”). 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 1A. Risk Factors
Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, and cash flows as set forth under Part I, Item 1A “Risk Factors” of the Company’s 2024 Form 10-K, and as supplemented by the additional risk factors described below. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely impact our business, results of operations, financial position, and cash flows.
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Risks Related to the Separation
Failure to complete the Separation in a timely manner or at all could negatively impact the market price of our common stock, as well as our future business and our financial condition, results of operations and cash flows.
In June 2025, the Company announced its plans to separate the Company, in a tax-free transaction, into two publicly traded companies. The Separation is expected to be completed by mid-2026, though no assurance can be given as to whether the Separation will occur in accordance with the expected plans or anticipated timeline, or at all. Additionally, the specific assets, liabilities and entities to be separated have not yet been determined and may be changed, and we may determine to abandon any efforts with respect to the Separation at any time for any reason. If the Separation occurs, the Company may retain up to 19.9% of the shares of the spun-off company (“Spinco”), which it may use to de-lever the Company’s balance sheet in a tax-efficient manner. No assurance can be given that we will be able to dispose of the shares in Spinco retained by us on favorable terms, or at all, or the timing thereof.
The form or other terms of the Separation may change over time, including with respect to the scope of the businesses to be separated or retained by us. The final determination to separate is subject to approval by the Board, the execution of definitive documentation, and satisfaction of customary conditions, including the effectiveness of appropriate filings with the SEC, receipt of one or more opinions as to the tax-free nature of the Separation, the completion of the requisite financial statements and the availability of financing. Additionally, no assurance can be given that the intended tax treatment will be achieved or that the Separation will qualify as tax-free to our shareholders for U.S. federal income tax purposes. Challenges in satisfying any of these conditions, along with various other factors, including changes in the law, the macroeconomic environment, competitive conditions, regulatory approvals or clearances, the uncertainty of the financial markets, could delay or prevent the completion of the Separation or cause the Separation to occur on terms or conditions that are different or less favorable than expected.
If the Separation is not completed in a timely or favorable manner or at all, our ongoing business may be adversely affected including as follows:
• we may experience negative reactions from the financial markets, and our stock price could decline;
• we may experience negative reactions from employees, customers, suppliers or other third parties;
• we may be subject to litigation, which could result in significant costs and expenses;
• management’s focus may have been diverted from day-to-day business operations and pursuing other opportunities that could have been beneficial to the Company;
• we will still be required to pay certain costs and expenses incurred in connection therewith, such as legal, accounting and other professional fees and
• our costs of pursuing the Separation may be higher than anticipated and may not yield a discernible benefit if the Separation is not completed.
The pendency of the Separation may cause disruption on our business.
The pendency of the proposed Separation could cause disruptions to our business or business relationships, which could have an adverse impact on our results of operations. Parties with which we have business relationships, including distributors, advertisers and content providers, may be uncertain as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with us. Parties with whom we otherwise may have sought to establish business relationships may seek alternative relationships with third parties.
Furthermore, the preparation for and execution of the Separation has placed and is expected to continue to place a significant burden on our management, employees and other internal resources. The diversion of management’s attention away from day-to-day business concerns and any difficulties encountered in the separation process could adversely affect our financial results.
We have incurred and will continue to incur significant costs, expenses and fees for professional services and other transaction costs in connection with the Separation. We may also incur taxes and unanticipated costs throughout the process of completing the Separation. The substantial majority of these costs will be non-recurring expenses relating to the Separation, and many of these costs are payable regardless of whether or not the Separation is completed. We also could be subject to litigation related to the Separation, which could prevent or delay the completion of the Separation and result in significant costs and expenses.
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If completed, the Separation may not achieve the anticipated benefits and could expose us to new risks, including with respect to our existing indebtedness.
If the Separation is completed, we may not realize the anticipated strategic, financial, operational, or other benefits from the Separation. In addition, we will also incur ongoing costs and dis-synergies in connection with, or as a result of, the Separation and related restructuring transactions, including costs of operating as independent, publicly traded companies that the two businesses will no longer be able to share. We cannot predict with certainty if or when anticipated benefits will occur or the extent to which they will be achieved, or that the costs or dis-synergies of the Separation will not exceed the anticipated amounts. Following the Separation, we will be a smaller and less diversified company and may be more vulnerable to changing market conditions. While we believe that the Separation will position each company to better unlock its full standalone long-term potential, we cannot assure you that following the Separation we will be successful. Further, there can be no assurance that the combined value of the shares of the two resulting companies will be equal to or greater than what the value of our common stock would have been had the Separation not occurred. We cannot predict the prices at which our common stock may trade after the Separation or the effect of the Separation on the trading prices of our common stock.
In addition, following the completion of the Separation, we will not be able to rely on the earnings, assets or cash flow of the studios and streaming business unit, and that business will not provide funds to finance our working capital or other cash requirements. As a result, our ability to service our debt may be adversely affected.
Risks Related to our Financial, Capital and Corporate Structure
The terms of the Bridge Loan Facility may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
In June 2025, we and WMH, a wholly-owned subsidiary of the Company, entered into the Bridge Loan Facility with respect to an 18-month $17 billion term loan. The Bridge Loan Facility contains a number of restrictive covenants that impose operating restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including the right to engage in mergers, consolidations and asset sales, incur debt and liens, enter into transactions with affiliates, pay dividends and certain other restricted payments and make certain restricted investments. The Bridge Loan Facility requires 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, investment business opportunities, and other purposes. The Bridge Loan Facility bears interest at a variable rate, which exposes us to the risk of increased interest rates. If we are not able to service our debt or refinance our debt as it becomes due, we could be forced to take unfavorable actions, including limiting investment in our business or selling assets.
A breach of the covenants, nonpayment of any principal or interest when due under the Bridge Loan Facility or upon the occurrence of certain significant corporate events could result in an event of default under the Bridge Loan Facility, which may allow lenders to declare all loans outstanding under the Bridge Loan Facility (including accrued interest and fees payable thereunder) immediately due and payable. Furthermore, an event of default under the Bridge Loan Facility could result in the acceleration of any of our other debt to which a cross-acceleration or cross-default provision applies. Any such default, and any resulting acceleration of our outstanding indebtedness, would have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, the obligations under the Bridge Loan Facility are secured by a lien on substantially all of the personal property assets of the Company, WMH, and certain of its wholly-owned domestic subsidiaries and are guaranteed by the Company and certain of its wholly owned subsidiaries. If we are unable to repay the amounts due and payable under the Bridge Loan Facility, the lenders could proceed against the collateral granted to them to secure the loans under the Bridge Loan Facility, and we may not have sufficient assets to repay such indebtedness.
We may be unable to obtain permanent financing to refinance the Bridge Loan Facility on favorable terms in a timely manner or at all.
Borrowings under the Bridge Loan Facility, net of any prepayments, will become payable in full on the earlier of (x) December 30, 2026 and (y) the date of the completion of the Separation. Although we expect to refinance or replace the Bridge Loan Facility with permanent financing prior to the completion of the Separation, we may be unable to obtain permanent financing on favorable terms in a timely manner or at all. The permanent financing could subject us to higher borrowing costs and additional restrictive covenants not present in the agreements governing our existing debt or in the Bridge Loan Facility, which could reduce our profitability and diminish our operational flexibility. If we are unable to refinance or replace the Bridge Loan Facility or access additional credit, or if borrowing costs dramatically increase, our ability to meet our short-term and long-term obligations could be adversely affected, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.
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If the Separation were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we, Spinco and our shareholders may be subject to significant U.S. federal income taxes.
We expect to receive one or more opinions from our tax advisors as to the tax-free nature of the Separation. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. In addition, our tax advisors will rely on certain representations and covenants delivered by us and Spinco in rendering such opinions.
If the IRS ultimately determines that the Separation is taxable, then we and our shareholders could incur significant tax liabilities in connection with the Separation. Spinco may be required to indemnify us for such tax liabilities pursuant to a tax matters agreement, but there can be no assurance that Spinco would have the resources or liquidity required to indemnify us for any such tax liability.
Even if the Separation otherwise qualifies for non-recognition of gain or loss under Section 355 of the Internal Revenue Code ("the Code"), the Separation may be taxable to us (but not to our shareholders) pursuant to Section 355(e) of the Code if there is a 50% or more (by vote or value) change in ownership of either us or Spinco, directly or indirectly, as part of a plan or series of related transactions that include the Separation. For this purpose, any acquisitions of our or Spinco’s common stock within two years before or after the Separation are presumed to be part of such a plan, although we or Spinco may be able to rebut that presumption based on applicable facts and circumstances or a “safe harbor” described in the U.S. income tax regulations.
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ITEM 6. Exhibits.
Exhibit No. Description

3.1 Third Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on June 3, 2025 (SEC File No. 001-34177))

3.2 Second Amended and Restated Bylaws of Warner Bros. Discovery, Inc. effective as of June 2, 2025 (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on June 3, 2025 (SEC File No. 001-34177))

4.1 Twenty-Third Supplemental Indenture, dated June 13, 2025, among Discovery Communications, LLC, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 16, 2025 (SEC File No. 001-34177))

4.2 Second Supplemental Indenture, dated June 13, 2025, among WarnerMedia Holdings, Inc., as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on June 16, 2025 (SEC File No. 001-34177))

4.3 Third Supplemental Indenture, dated June 13, 2025, among WarnerMedia Holdings, Inc., as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee , and Elavon Financial Services DAC, UK Branch, as paying agent (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on June 16, 2025 (SEC File No. 001-34177))

4.4 Fifteenth Supplemental Indenture, dated June 16, 2025, among Historic TW Inc., as the issuer, the guarantors from time to time party thereto and the Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 to the Form 8-K filed on June 16, 2025 (SEC File No. 001-34177))

10.1 Amendment No.2 to Warner Bros. Discovery, Inc. 2011 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 3, 2025 (SEC File No. 001-34177))*

10.2 Amended and Restated Employment Agreement between David Zaslav, Warner Bros. Discovery, Inc. and Discovery Communications, LLC , dated June 12, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 16, 2025 (SEC File No. 001-34177))*

10.3 Form of David Zaslav Non-Qualified Stock Option Grant Agreemen t (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 16, 2025 (SEC File No. 001-34177)) *#

10.4 Employment Agreement between Gunnar Wiedenfels, Warner Bros. Discovery, Inc. and Discovery Communications, LLC, dated June 12, 2025 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on June 16, 2025 (SEC File No. 001-34177)) *#

10.5 Non-Investment Grade Leveraged Bridge Loan Agreement, dated as of June 26, 2025, among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc., the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. as lead arranger, bookrunner and sole administrative agent (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 26, 2025 (SEC File No. 001-34177)) #

10.6 Amendment No. 1 to Credit Agreement, dated as of June 26, 2025, among Discovery Communications, LLC, Warner Bros. Discovery, Inc., as facility guarantor, certain wholly-owned subsidiaries of Warner Bros. Discovery, Inc., as borrowers, Scripps Networks Interactive, Inc. and WarnerMedia Holdings, Inc., as subsidiary guarantors, certain wholly-owned subsidiaries of Warner Bros. Discovery, Inc., as joining guarantors, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (filed herewith) #

10.7 Form of Warner Bros. Discovery, Inc. 2025 RSU Grant Agreement for Non-Employee Directors (filed herewith)*

10.8 Third Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of June 20, 2025, by and among Warner Bros. Discovery Receivables Funding, LLC, the other persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc. and PNC Capital Markets LLC (filed herewith) #

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

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

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

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

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

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

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

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

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

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

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

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

# Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided to the SEC upon request.
* Indicates management contract or compensatory plan, contract or arrangement.
† Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024, (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, (v) Consolidated Statements of Equity for the three and six months ended June 30, 2025 and 2024, and (vi) Notes to Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

    WARNER BROS. DISCOVERY, INC.
(Registrant)

Date: August 7, 2025     By:   /s/ David M. Zaslav
      David M. Zaslav
      President and Chief Executive Officer

Date: August 7, 2025     By:   /s/ Gunnar Wiedenfels
      Gunnar Wiedenfels
      Chief Financial Officer

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