What changed in this filing

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Item 1. Business

2023-02-24 compared with 2022-02-24 · 204 added, 360 removed, 70 unchanged (89% of the section changed)

For convenience, the terms “Discovery,” the “Company,” “we,” “us” or “our” are used in this Annual Report on Form 10-K to refer to both Discovery, Inc.

and collectively to Discovery, Inc.

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.

In May 2021, the Company entered into an agreement with AT&T Inc.

to combine with WarnerMedia’s ("WarnerMedia") entertainment, sports and news assets to create a standalone, global entertainment company.

The proposed combination transaction will be executed through a Reverse Morris Trust type transaction, under which WarnerMedia will be distributed to AT&T’s shareholders via a pro rata distribution (i.e., a spin off).

In connection with the combination transaction, AT&T will receive approximately $43 billion (subject to working capital and other adjustments) in a combination of cash, debt securities and WarnerMedia’s retention of certain debt.

The Company has concluded that it will be considered the accounting acquirer.

The Company established an interest rate derivative program to mitigate interest rate risk associated with the anticipated issuance of future fixed-rate debt by WarnerMedia, which is expected to be guaranteed by the Company and certain subsidiaries of the Company upon closing of the transaction.

(See Note 10 to the accompanying consolidated financial statements.)

Immediately prior to closing, all shares of Series A, Series B, and Series C common stock and Series A-1 and Series C-1 convertible preferred stock will be reclassified and converted to one class of the Company's common stock.

AT&T’s shareholders that receive WarnerMedia stock in the distribution will receive stock representing 71% of the combined company and the

Company's shareholders will continue to own 29% of the combined company, in each case on a fully diluted basis.

The Boards of Directors of both AT&T and the Company have approved the transaction.

The transaction is anticipated to close in the second quarter of 2022, subject to approval by the Company's shareholders and the satisfaction of customary closing conditions, including receipt of regulatory approvals.

On December 22, 2021, the transaction received unconditional antitrust clearance from the European Commission (“EC”) pursuant to the EC Merger Regulation, and on December 28, 2021, AT&T received a favorable Private Letter Ruling from the Internal Revenue Service regarding the qualification of the transactions for their intended tax-free treatments.

On February 9, 2022, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, statutory waiting period has expired or otherwise been terminated, and any agreement not to consummate the transaction between the parties and the Federal Trade Commission or the Antitrust Division of the United States Department of Justice or any other applicable governmental entity, has also expired or otherwise been terminated.

Discovery and AT&T are in the process of obtaining other required regulatory approvals.

Agreements are in place with Dr.

John Malone and Advance/Newhouse Programming Partnership to vote in favor of the transaction, representing approximately 43% of the aggregate voting power of the shares of Discovery voting stock.

The transaction requires, among other things, the consent of Advance/Newhouse Programming Partnership under the Company's certificate of incorporation as the sole holder of the Series A-1 Preferred Stock, which consent was given pursuant to a consent agreement.

In connection with Advance/Newhouse Programming Partnership’s entry into the consent agreement and related forfeiture of the significant rights attached to the Series A-1 Preferred Stock in the reclassification of the shares of Series A-1 Preferred Stock into common stock, it will receive an increase to the number of shares of common stock of the Company into which the Series A-1 Preferred Stock would be converted.

Upon the closing, the impact of the issuance of such additional shares of common stock of the Company will be recorded as a transaction expense.

No vote by AT&T shareholders is required.

The merger agreement contains certain customary termination rights for Discovery and AT&T, including, without limitation, a right for either party to terminate if the transaction is not completed on or before July 15, 2023.

Termination under specified circumstances will require Discovery to pay AT&T a termination fee of $720 million or AT&T to pay Discovery a termination fee of $1.8 billion.

In anticipation of this combination, in June 2021, Magallanes, Inc., a wholly owned subsidiary of AT&T Inc., entered into a $10 billion term loan that will be guaranteed by the Company and certain material subsidiaries of the Company upon closing of the transaction.

Merger with the WarnerMedia Business of AT&T

On April 8, 2022 (the “Closing Date”), Discovery, Inc.

(“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business (the “WarnerMedia Business”, “WM Business” or “WM”) of AT&T Inc.

(“AT&T”) and changed its name to Warner Bros.

Discovery, Inc.

On April 11, 2022, the Company’s shares started trading on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol WBD.

The Merger was executed through a Reverse Morris Trust type transaction, under which WM was distributed to AT&T’s shareholders via a pro rata distribution, and immediately thereafter, combined with Discovery.

(See Note 3 and Note 4 to the accompanying consolidated financial statements).

Prior to the Merger, WarnerMedia Holdings, Inc.

distributed $40.5 billion to AT&T (subject to working capital and other adjustments) in a combination of cash, debt securities, and WM's retention of certain debt.

Discovery transferred purchase consideration of $42.4 billion in equity to AT&T shareholders in the Merger.

In August 2022, the Company and AT&T finalized the post-closing working capital settlement process, pursuant to section 1.3 of the Separation and Distribution Agreement, which resulted in the Company receiving a $1.2 billion payment from AT&T in the third quarter of 2022 in lieu of adjusting the equity issued as consideration in the Merger.

AT&T shareholders received shares of WBD Series A common stock (“WBD common stock”) in the Merger representing 71% of the combined Company and the Company's pre-Merger shareholders continued to own 29% of the combined Company, in each case on a fully diluted basis.

Discovery was deemed to be the accounting acquirer of the WM Business for accounting purposes under U.S.

generally accepted accounting principles (“U.S.

therefore, Discovery is considered the Company’s predecessor and the historical financial statements of Discovery prior to April 8, 2022, are reflected in this Annual Report on Form 10-K as the Company’s historical financial statements.

Accordingly, the financial results of the Company as of and for any periods prior to April 8, 2022 do not include the financial results of the WM Business and current and future results will not be comparable to historical results.

Description of Business

Discovery is a premier global media and entertainment company that combines the WarnerMedia Business’s premium entertainment, sports and news assets with Discovery’s leading non-fiction and international entertainment and sports businesses, thus offering audiences a differentiated portfolio of content, brands and franchises across television, film, streaming and gaming.

Some of our iconic brands and franchises include Warner Bros.

Pictures Group, Warner Bros.

Television Group, DC, HBO, HBO Max, Discovery Channel, discovery+, CNN, HGTV, Food Network, TNT, TBS, TLC, OWN, Warner Bros.

Games, Batman, Superman, Wonder Woman, Harry Potter, Looney Tunes, Hanna-Barbera, Game of Thrones, and The Lord of the Rings.

We are home to a powerful creative engine and one of the largest collections of owned content in the world and have one of the strongest hands in the industry in terms of the completeness and quality of assets and intellectual property across sports, news, lifestyle, and entertainment in virtually every region of the globe and in most languages.

Additionally, we serve audiences and consumers around the world with content that informs, entertains, and, when at its best, inspires.

Our asset mix positions us to drive a balanced approach to creating long-term value for shareholders.

It represents the full entertainment eco-system, and the ability to serve consumers across the entire spectrum of offerings from domestic and international networks, premium pay-TV, streaming, production and release of feature films and original series, related consumer products and themed experience licensing, and interactive gaming.

We generate revenue from the sale of advertising on our networks and digital platforms (advertising revenue);

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 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 market, 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).

Impact of COVID-19

On March 11, 2020, the World Health Organization declared the coronavirus disease 2019 (“COVID-19”) outbreak to be a global pandemic.

COVID-19 has continued to spread throughout the world, and the duration and severity of its effects and associated economic disruption remain uncertain.

We continue to closely monitor the impact of COVID-19 on all aspects of our business and geographies, including the impact on our customers, employees, suppliers, vendors, distribution and advertising partners, production facilities, and various other third parties.

Beginning in the second quarter of 2020, demand for our advertising products and services decreased due to economic disruptions from limitations on social and commercial activity.

These economic disruptions and the resulting effect on us eased during the second half of 2020.

The pandemic did not have a significant impact on demand during fiscal year 2021.

Many of our third-party production partners that were shut down during most of the second quarter of 2020 due to COVID-19 restrictions came back online in the third quarter of 2020 and, as a result, we have incurred additional costs to comply with various governmental regulations and implement certain safety measures for our employees, talent, and partners.

Additionally, certain sporting events that we have rights to were cancelled or postponed, thereby eliminating or deferring the related revenues and expenses, including the Tokyo 2020 Olympic Games, which occurred in July and August 2021.

The postponement of the 2020 Olympic Games deferred both Olympic-related revenues and significant expenses from fiscal year 2020 to fiscal year 2021.

In response to the impact of the pandemic, we employed innovative production and programming strategies, including producing content filmed by our on-air talent and seeking viewer feedback on which content to air.

We pursued a number of cost savings initiatives, which began during the third quarter of 2020 through the implementation of travel, marketing, production and other operating cost reductions, including personnel reductions, restructurings and resource reallocations to align our expense structure to ongoing changes within the industry.

The full extent of COVID-19’s effects on our operations and results is not yet known and will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity and the extent of future surges of COVID-19, vaccine distribution and other actions to contain the virus or treat its impact, among others.

We will continue to monitor COVID-19 and its impact on our business results and financial condition.

The consolidated financial statements set forth in this Annual Report on Form 10-K reflect management’s latest estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented.

Actual results may differ significantly from these estimates and assumptions.

We are a global media company that provides content across multiple distribution platforms, including linear platforms such as pay-television ("pay-TV"), free-to-air ("FTA") and broadcast television, authenticated GO applications, digital distribution arrangements, content licensing arrangements and direct-to-consumer ("DTC") subscription products.

As one of the world’s largest pay-TV programmers, we provide original and purchased content and live events to approximately 3.5 billion cumulative subscribers and viewers worldwide through networks that we wholly or partially own.

We distribute customized content in the U.S.

and over 220 other countries and territories in over 50 languages.

We have an extensive library of content and own most rights to our content and footage, which enables us to leverage our library to quickly launch brands and services into new markets and on new platforms.

Our content can be re-edited and updated in a cost-effective manner to provide topical versions of subject matter that can be utilized around the world on a variety of platforms.

Our content spans genres including survival, natural history, exploration, sports, general entertainment, home, food, travel, heroes, adventure, crime and investigation, health, and kids.

Our global portfolio of networks includes prominent nonfiction television brands such as Discovery Channel, our most widely distributed global brand, HGTV, Food Network, TLC, Animal Planet, Investigation Discovery, Travel Channel, Science, and MotorTrend (previously known as Velocity domestically and currently known as Turbo in most international distribution countries).

Among other networks in the U.S., Discovery also features two Spanish-language services, Discovery en Español and Discovery Familia.

Discovery Sports oversees our international portfolio of sports businesses, brands, channels and platforms.

This includes Eurosport, a leading multi-sports entertainment destination and broadcaster of the Olympic Games (the "Olympics") across Europe (excluding Russia), live and on-demand sports streaming, including Eurosport’s content, on discovery+;

Global Cycling Network and Global Mountain Bike Network, part of the cycling media group;

Golf Digest, a premier golf destination;

and Discovery Sports Events, a global sports promoter.

Beyond sports, our international portfolio includes TVN, a Polish media company, as well as Discovery Kids, a leading children's entertainment brand in Latin America.

We participate in joint ventures including Magnolia, the multi-platform venture with Chip and Joanna Gaines, and Group Nine Media, a digital media holding company home to digital brands including NowThis News, the Dodo, Thrillist, PopSugar, and Seeker.

We also operate production studios.

In 2021, we launched discovery+, our aggregated DTC product, in the U.S.

across several streaming platforms and entered into a partnership with Verizon.

Since then, discovery+ has expanded internationally, including the UK, Canada, the Philippines, Brazil, Italy and India.

As of December 31, 2021, we had 22 million total paid DTC subscribers.

1 discovery+ currently has an extensive content library, including original series and documentaries.

The service is available with ads or on an ad-free tier, providing us with dual revenue streams.

We aim to generate revenues principally from the sale of advertising on our networks and digital products and from fees charged to distributors that carry our network brands and content, primarily including cable, direct-to-home ("DTH") satellite, telecommunication and digital service providers, as well as through DTC subscription services.

Other revenue-generating transactions include affiliate and advertising sales representation services, production studios content development and services content licenses, and the licensing of our brands for consumer products.

During 2021, advertising, distribution and other revenues were 51%, 44% and 5%, respectively, of consolidated revenues.

1 We define a DTC subscription as (i) a subscription to a direct-to-consumer product for which we have recognized subscription revenue from a direct-to-consumer platform;

(ii) a subscription received through wholesale arrangements for which we receive a fee for the distribution of our direct-to-consumer platforms, as well as subscriptions provided directly or through third-party platforms;

and (iii) a subscription recognized by certain joint venture partners and affiliated parties.

We may refer to the aggregate number of subscriptions across our direct-to-consumer services as subscribers.

A subscription is only counted if it is on a paying status, and excludes users on free trials.

At the end of each quarter, the subscription count includes the actual number of users that rolled to pay up to seven days immediately following quarter end.

We aim to invest in high-quality content for our networks and brands with the objective of building viewership, optimizing distribution revenue, capturing advertising revenue, and creating or repositioning branded channels and business to sustain long-term growth and occupy a desired content niche with strong consumer appeal.

Our strategy is to maximize the distribution, ratings and profit potential of each of our linear branded networks and genres, as well as our DTC products.

We have grown distribution and advertising revenues for our linear branded networks and discovery+.

In addition to growing distribution and advertising revenues for our branded networks, we have extended content distribution across new platforms, including brand-aligned websites, online streaming, mobile devices, VOD, and broadband channels, which provide promotional platforms for our television content and serve as additional outlets for advertising and distribution revenue.

Our goal is to reach consumers wherever and whenever they are consuming content, as well as reaching new audiences including broadband only, cord cutters and cord nevers, while continuing to serve our linear network subscribers.

Audience ratings, audience engagement and channel packaging are key drivers in generating advertising revenue and creating demand on the part of cable television operators, DTH satellite operators, telecommunication service providers, device partners and other content distributors who deliver our content to their customers.

Although we utilize certain brands and content globally, we classify our operations in two reportable segments:

Networks, consisting principally of domestic television networks and digital content services, and International Networks, consisting primarily of international television networks and digital content services.

We continue to closely monitor the ongoing impact of COVID-19 on all aspects of our business and geographies;

however, the nature and full extent of COVID-19’s effects on our operations and results are not yet known and will depend on future developments, which are highly uncertain and cannot be predicted.

Certain key sources of revenue for the Studios segment, including theatrical revenues, original television productions, studio operations, and themed entertainment, have been adversely impacted by governmentally imposed shutdowns and related labor interruptions and constraints on consumer activity, particularly in the context of public entertainment venues, such as cinemas and theme parks.

In connection with the Merger, the Company reevaluated and changed its segment presentation during 2022.

As of December 31, 2022, 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 third parties and our networks/DTC 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.

• 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.

Our segment presentation aligns with our management structure and the financial information management uses to make decisions about operating matters, such as the allocation of resources and business performance assessments.

Prior periods have been recast to conform to the current period presentation.

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.

Network Brands

Subscriber statistics set forth in this Annual Report on Form 10-K include both wholly-owned networks and networks operated by equity method investees.

Domestic subscriber statistics are based on Nielsen Media Research.

International subscriber and viewer statistics are derived from internal data coupled with external sources when available.

As used herein, a “subscriber” is a single household that receives the applicable network from its cable television operator, DTH satellite operator, telecommunication service provider, or other television provider, including those who receive our networks from pay-TV providers without charge pursuant to various pricing plans that include free periods and/or free carriage.

The term “cumulative subscribers” refers to the sum of the total number of subscribers to each of our networks or content services.

By way of example, two households that each receive five of our networks from their pay-TV provider represent two subscribers, but 10 cumulative subscribers.

The term "viewer" is a single household that receives the signal from one of our networks using the appropriate receiving equipment without a subscription to a pay-TV provider.

Our brands consist of the following:

• Discovery Channel had approximately 81 million subscribers in the U.S.

as of December 31, 2021.

Discovery Channel had approximately 266 million cumulative subscribers and viewers in international markets as of December 31, 2021.

• Discovery Channel is dedicated to creating high-quality, non-fiction content that informs and entertains its viewers about the world in all its wonder, diversity and amazement.

The network offers a signature mix of high-end production values and vivid cinematography across genres including science and technology, exploration, adventure, history and in-depth, behind-the-scenes glimpses at the people, places and organizations that shape and share our world.

• In the U.S., Discovery Channel audiences can enjoy their favorite programming anytime, anywhere through the Discovery GO app, which features live and on-demand access.

• Discovery Channel content is led by numerous franchises such as Gold Rush, Street Outlaws, Deadliest Catch, Moonshiners, Expedition Unknown, BattleBots, and Naked & Afraid .

It is also known for its blue-chip and natural history specials such as Serengeti , and is home to Shark Week , the network's long-running annual summer TV event.

• Target viewers are adults in the 25 to 54 age range, particularly men.

• HGTV had approximately 82 million subscribers in the U.S.

and approximately 176 million subscribers and viewers in international markets as of December 31, 2021.

• HGTV programming content attracts audiences interested specifically in home/lifestyle related topics, including real estate, renovation, restoration, decorating, interior or landscape design and fantasy lifestyles, as well as docu-series and reality competitions focused on those genres.

• In the U.S., HGTV audiences can enjoy their favorite programming anytime, anywhere through the Discovery GO app, which features live and on-demand access.

• Content on HGTV includes:

Home Town, Home Town Takeover, Flip or Flop, Christina on the Coast, Flipping 101, Love It or List It, Tough Love with Hilary Farr, Celebrity IOU, Property Brothers:

Forever Home, Fixer to Fabulous, House Hunters, My Lottery Dream Home, Good Bones, Unsellable Houses, and Rock the Block.

• Target viewers are adults with higher incomes in the 25 to 54 age range, particularly women.

• Our most widely distributed ad-supported cable network in the U.S., Food Network had approximately 82 million subscribers in the U.S.

and approximately 112 million subscribers and viewers in international markets as of December 31, 2021.

• Food Network programming content attracts audiences interested in food-related entertainment, including competition and travel, as well as food-related topics such as recipes, food preparation, entertaining, and dining out.

• In the U.S., Food Network audiences can enjoy their favorite programming anytime, anywhere through the Discovery GO app, which features live and on-demand access, as well as on the Food Network Kitchen app.

• Content on Food Network includes primetime series Beat Bobby Flay, BBQ Brawl, Chef Boot Camp, Chopped, Diners, Drive-Ins and Dives, The Great Food Truck Race, Guy’s Grocery Games, Restaurant:

Impossible, Worst Cooks in America , and several seasonal baking championships such as Christmas Cookie Challenge, Halloween Baking Championship, Halloween Wars, Holiday Baking Championship, Holiday Wars, Spring Baking Championship and more, as well as daytime series Barefoot Contessa, Delicious Miss Brown, Girl Meets Farm, Guy's Ranch Kitchen, The Kitchen, The Pioneer Woman, Simply Giada, Trisha’s Southern Kitchen, Tournament of Champions, and Valerie's Home Cooking .

• Target viewers are adults with higher incomes in the 25 to 54 age range, particularly women.

• TLC had approximately 80 million subscribers in the U.S.

and 5 million subscribers in Canada that are included in the U.S.

Networks segment as of December 31, 2021.

TLC content had approximately 357 million cumulative subscribers and viewers in international markets as of December 31, 2021 including the Home & Health and Real Time brands.

• Offering real-life stories without judgment, TLC shares everyday heart, humor, hope, and human connection with programming genres that include fascinating families, heartwarming transformations and life's milestone moments.

• In the U.S., TLC audiences can enjoy their favorite programming anytime, anywhere through the Discovery GO app, which features live and on-demand access.

• Content on TLC includes the 90 Day Fiancé franchise, Sister Wives, I Am Jazz, Dr.

Pimple Popper, 1,000-lb Sisters, Welcome to Plathville, Doubling Down with the Derricos, I am Shauna Rae, 7 Little Johnstons, My Big Fat Fabulous Life, Little People Big World, Unexpected, I Love a Mama's Boy, My 600-lb Life, and My Feet Are Killing Me.

• Target viewers are adults in the 25 to 54 age range, particularly women.

• Animal Planet had approximately 79 million subscribers in the U.S.

and approximately 178 million subscribers and viewers in international markets as of December 31, 2021.

• Animal Planet is dedicated to creating high quality content that keeps the childhood joy and wonder of animals alive by showcasing their stories and the people that work with them.

• In the U.S., Animal Planet audiences can enjoy their favorite programming anytime, anywhere through the Animal Planet GO app, which features live and on-demand access.

• Content and talent on Animal Planet include Crikey!

It's the Irwins, The Zoo, Mysterious Creatures with Forrest Galante, The Zoo:

San Diego, Pit Bulls & Parolees, Dr.

Rocky Mountain Vet, North Woods Law and Lone Star Law .

Animal Planet is also home to Puppy Bowl , the original and longest running animal adoption event on television.

• Target viewers are adults in the 25 to 54 age range.

• Investigation Discovery ("ID") had approximately 81 million subscribers in the U.S.

and approximately 90 million subscribers and viewers in international markets as of December 31, 2021.

• ID is a leading true crime, mystery and suspense network.

From in-depth investigations to riveting mysteries, ID challenges our everyday understanding of culture, society and the human condition.

• In the U.S., ID audiences can enjoy their favorite programming anytime, anywhere through the Discovery GO app, which features live and on-demand access.

• ID content includes On the Case with Paula Zahn, American Detective with Lt.

Joe Kenda, In Pursuit with John Walsh, Evil Lives Here and Bodycam.

• Target viewers are adults in the 25 to 54 age range, particularly women.

• Travel Channel had approximately 79 million subscribers in the U.S.

and approximately 46 million subscribers and viewers in international markets as of December 31, 2021.

• Travel Channel is for the bold, daring and spontaneous:

adventurers who embrace the thrill of the unexpected, risk-takers who aren’t afraid of a little mystery and anyone who loves a great story.

• In the U.S., Travel Channel audiences can enjoy their favorite programming anytime, anywhere through the Discovery GO app which, features live and on-demand access.

• Content on Travel Channel includes Ghost Adventures , Destination Fear , Eli Roth Presents:

A Ghost Ruined My Life, Expedition Bigfoot, Ghost Brothers:

Lights Out, Kindred Spirits, Portals to Hell, and Paranormal Caught on Camera.

• Target viewers are adults in the 25 to 54 age range.

• MotorTrend had approximately 75 million subscribers in the U.S.

and approximately 152 million subscribers and viewers in international markets, where the brand is known as Turbo, as of December 31, 2021.

• Programming on MotorTrend TV and the MotorTrend+ App, the leading subscription streaming service dedicated entirely to the motoring world, is engaging and informative, featuring the best of the automotive world as told by top experts and personalities.

• MotorTrend+ offers more than 8,000 episodes of world-leading automotive series and specials including the all-new Top Gear America , Top Gear , the Emmy Award-winning docuseries Nascar 2020:

Under Pressure , Kevin Hart’s Muscle Car Crew , Motor Mythbusters , Wheeler Dealers , Roadkill , Bitchin’ Rides , Iron Resurrection , and Texas Metal .

• In the U.S., MotorTrend TV audiences can also enjoy their favorite MotorTrend programming anytime, anywhere through the Discovery GO app, which features live and on-demand access and on discovery+, our subscription streaming service.

• Target viewers are adults in the 25 to 54 age range, particularly men.

• The Oprah Winfrey Network ("OWN") had approximately 70 million subscribers in the U.S.

as of December 31, 2021.

• OWN is the first and only network named for, and inspired by a single iconic leader.

OWN is a leading destination for premium scripted and unscripted programming from today's most innovative storytellers, with popular series such as Queen Sugar, Love & Marriage:

Huntsville, Ready to Love , and upcoming dramas The Kings of Napa and All Rise .

• Target viewers are African-American adults in the 25 to 54 age range, particularly women.

Networks generated revenues of $7.7 billion and adjusted operating income before depreciation and amortization ("Adjusted OIBDA") of $3.9 billion during 2021, which represented 63% and 103% of our total consolidated revenues and Adjusted OIBDA, respectively.

Networks segment principally consists of national television networks.

Networks segment owns and operates 16 national television networks, including fully distributed television networks such as Discovery Channel, HGTV, Food Network, TLC, Investigation Discovery, Travel Channel and Animal Planet.

In addition, we operate the following U.S.

MotorTrend, DIY Network (which converted to the Magnolia Network in January 2022), Science, Discovery Family, American Heroes Channel, Destination America, Discovery Life, Cooking Channel and OWN.

In 2021, we also provided authenticated U.S.

TV Everywhere ("TVE") streaming products that are available to pay-TV subscribers and connect viewers through our GO applications with live and on-demand access to award-winning shows and series from 16 U.S.

networks in the Discovery portfolio and from Discovery Familia and Discovery en Español.

During 2021, we achieved increases in U.S.

digital platform consumption.

Furthermore, we provide certain networks to consumers as part of subscription-based over-the-top services provided by DirectTV Stream, AT&T Watch, Hulu + Live, SlingTV, fuboTV, and YouTube TV.

Advertising revenue is generated across multiple platforms and is based on the price received for available advertising spots and is dependent upon a number of factors including the number of subscribers to our channels, viewership demographics, the popularity of our programming, our ability to sell commercial time over a portfolio of channels and leverage multiple platforms to connect advertisers to target audiences.

In the U.S., advertising time is sold in the upfront and scatter markets.

In the upfront market, advertisers buy advertising time for upcoming seasons and, by committing to purchase in advance, lock in the advertising rates they will pay for the upcoming year.

Many upfront advertising commitments include options whereby advertisers may reduce or increase purchase commitments.

In the scatter market, advertisers buy advertising closer to the time when the commercials will be run, which often results in a pricing premium compared to the upfront rates.

The mix of upfront and scatter market advertising time sold is based upon the economic conditions at the time that upfront sales take place, impacting the sell-out levels management is willing or able to obtain.

The demand in the scatter market then impacts the pricing achieved for our remaining advertising inventory.

Scatter market pricing can vary from upfront pricing and can be volatile.

Networks generates revenues from fees charged to distributors of our television networks’ first run content, which includes cable, DTH satellite and telecommunication service providers, referred to as affiliate fees;

fees from distributors for licensed content and content to equity method investee networks, referred to as other distribution revenue;

fees from advertising sold on our television networks and digital products, which include discovery+, our GO suite of TVE applications and other DTC subscription products;

fees from providing sales representation, network distribution services;

and revenue from licensing our brands for consumer products.

Typically, our television networks are aired pursuant to multi-year carriage agreements that provide for the level of carriage that our networks will receive and for annual graduated rate increases.

Carriage of our networks depends on package inclusion, such as whether networks are on the more widely distributed, broader packages or lesser-distributed, specialized packages, also referred to as digital tiers.

In the U.S., approximately 84% of distribution revenues come from the top 10 distributors, with whom we have agreements that expire at various times.

Distribution fees are typically collected ratably throughout the year.

Certain of our DTC products, including the recent launch of our aggregated discovery+ service in January 2021, provide dual revenue streams.

During 2021, advertising, distribution and other revenues were 55%, 43%, and 2%, respectively, of total net revenues for this segment.

INTERNATIONAL NETWORKS

International Networks generated revenues of $4.5 billion and Adjusted OIBDA of $494 million during 2021, which represented 37% and 13% of our total consolidated revenues and Adjusted OIBDA, respectively.

Our International Networks segment principally consists of national and pan-regional television networks and brands that are delivered across multiple distribution platforms.

This segment generates revenue from operations in virtually every pay-TV market in the world through an infrastructure that includes operational centers in London, Amsterdam, Paris, New Dehli, Warsaw, and Miami.

Global brands include Discovery Channel, Food Network, HGTV, Animal Planet, TLC, ID, Science and MotorTrend (known as Turbo outside of the U.S.), along with brands exclusive to International Networks, including Eurosport, Discovery Kids, DMAX, Discovery Home & Health, and TVN.

As of December 31, 2021, International Networks operates unique distribution feeds in over 50 languages with channel feeds customized according to language needs and advertising sales opportunities.

International Networks also has FTA and broadcast networks in Europe, and continues to pursue further international expansion.

FTA and broadcast networks generate a significant portion of International Networks' revenue.

The penetration and growth rates of television services vary across countries and territories depending on numerous factors including the dominance of different television platforms in local markets.

While pay-TV services have greater penetration in certain markets, FTA or broadcast television is dominant in others.

International Networks has a large international distribution platform with nearly 80 networks, with as many as 23 networks distributed in any particular country or territory across more than 220 countries and territories around the world.

International Networks pursues distribution across all television platforms based on the specific dynamics of local markets and relevant commercial agreements.

With the growing demand for consumer content on digital and mobile devices, a suite of international DTC products has been made available to consumers.

dplay, our real-life entertainment streaming service, was rebranded to our new global streaming service, discovery+.

The remainder of the dplay markets, including the UK, Ireland, the Nordics, Italy, Spain, the Netherlands and Brazil followed in 2021.

Discovery expanded its DTC offerings in 2021 by leveraging its library of local-language content, as well as its broad portfolio of live sports.

Eurosport’s existing streaming service, Eurosport Player, offers premium and localized sports to fans in Europe.

This service is expected to continue to be available until discovery+ launches in each market and Eurosport Player's content is fully integrated onto the service in those markets.

During summer 2021, discovery+ became the streaming home of the Olympics in Europe (excluding Russia) with live and on-demand access to the Tokyo Olympic Games 2020.

Eurosport and Discovery are official broadcasters of the Beijing 2022 Winter Olympics and the Paris 2024 Summer Olympics.

In Germany, we are partners with ProSiebenSat.1 in the streaming joint venture, Joyn, which offers a collection of free and pay TV content, including series, documentaries, media libraries and sports content from ProSiebenSat.1, Discovery and other content partners, all bundled on one platform.

Effective September 2020, the Company realigned its International Networks management reporting structure.

As a result, Australia and New Zealand, which were previously included in the Europe reporting unit, are now included in the Asia-Pacific reporting unit.

In addition to the global networks described in the overview section above, we operate networks internationally that utilize the following brands:

• Discovery Sports represents our international portfolio of sports businesses, brands, channels, and platforms.

• Eurosport is a household name for live sports entertainment across all platforms, showcasing sporting events with both regional and pan-regional appeal.

Viewers in Europe can enjoy live-action events including coverage of cycling's Grand Tours, all four Grand Slam tennis tournaments, as well as every International Ski Federation World Cup and World Championship event during the winter sports season.

It reaches millions of viewers across Europe and Asia via Eurosport 1, Eurosport 2, the network's DTC streaming service, Eurosport Player, ahead of its move to discovery+ in all of its markets, and Eurosport.com, an online sports news and video website reaching up to 50 million unique users per month.

• Subscribers and viewers as of December 31, 2021 were as follows:

192 million and Eurosport 2:

• Eurosport offers live and on-demand streaming on discovery+, and began integrating Eurosport’s streaming offer in Europe in 2021 and will continue across the continent in step with the continued international roll out of discovery+.

• In addition to pan-European rights, Eurosport invests in exclusive and localized rights to drive local audience and commercial relevance.

Important local sports rights include soccer leagues such as Allsvenskan and European Europa League in Sweden, Lega Basket basketball in Italy, and year-round ATP World Tour tennis in France, Czech Republic, Finland, Iceland, Norway, Russia, Slovakia, and Sweden.

• discovery+ became the streaming home of the Olympics, the only place to watch all the Olympics in the European markets where the service had launched, while Eurosport Player remained the lead destination in other markets.

• Discovery Sports Events is the Discovery-owned event management division that oversees events across five continents.

Previously known as Eurosport Events, it acts as the global promoter and commercial rights-holder for six global Championships under long-term relationships with some of the world’s leading governing bodies and event owners.

It promotes the World Touring Car Cup – Fédération Internationale de Automobile (“FIA”) and the FIA eTouring World Cup, the world’s first all-electric touring car championship.

Launching in 2023, it will also promote the FIA Electric GT Championship, a new long-term platform for manufacturers to showcase their flagship GT cars and innovative technologies.

In 2021, the group launched the Union Cycliste Internationale Track Champions League, a new series in a new 10-year alliance with Fédération Internationale de Motocyclisme that will promote Speedway events globally.

• DMAX had approximately 138 million subscribers and viewers, according to internal estimates, as of December 31, 2021.

• DMAX is a men’s factual entertainment channel in Asia and Europe.

• Discovery Kids had approximately 104 million subscribers and viewers, according to internal estimates, as of December 31, 2021.

• Discovery Kids is the leading pre-school network of Pay TV in Latin America.

• TVN operates a portfolio of free-to-air and pay-TV lifestyle, entertainment, and news networks in Poland, including TVN, TVN7, TTV, HGTV, TVN24, TVN Style, TVN Turbo, TVN24 BiS, TVN Fabu³a, Travel Channel, Food Network, iTVN and iTVNExtra.

• The TVN portfolio, excluding HGTV, Travel Channel and Food Network, had approximately 86 million cumulative subscribers and viewers as of December 31, 2021.

Our International Networks segment also owns and operates the following television networks, which reached the following number of subscribers and viewers via pay-TV and FTA or broadcast networks, respectively, as of December 31, 2021:

International

Subscribers and Viewers

Jeet Prime 38

Nordic broadcast networks (a)

Discovery HD Theater 18

Asian Food Channel 17

Discovery History 11

Discovery Life Poland 8

Discovery Family 7

Discovery Historia 7

(a) Number of subscribers and viewers corresponds to the sum of the subscribers and viewers to each of the Nordic broadcast networks in Sweden, Norway, Finland and Denmark subject to retransmission agreements with pay-TV providers.

The Nordic broadcast networks include Kanal 5, Kanal 9, and Kanal 11 in Sweden, TVNorge, MAX, FEM and VOX in Norway, TV 5, Kutonen, and Frii in Finland, and Kanal 4, Kanal 5, 6'eren, and Canal 9 in Denmark.

Similar to U.S.

Networks, a significant source of revenue for International Networks relates to fees charged to operators who distribute our linear networks.

Such operators primarily include cable and DTH satellite service providers.

International television markets vary in their stages of development.

Some markets, such as the U.K., are more advanced digital television markets, while others remain in the analog environment with varying degrees of investment from operators to expand channel capacity or convert to digital technologies.

Common practice in some markets results in long-term contractual distribution relationships, while customers in other markets renew contracts annually.

Distribution revenue for our International Networks segment is largely dependent on the number of subscribers that receive our networks or content, the rates negotiated in the distributor agreements, and the market demand for the content that we provide.

International Networks additionally generates revenues through DTC subscription services.

The other significant source of revenue for International Networks relates to advertising sold on our television networks and across distribution platforms, similar to U.S.

Advertising revenue is dependent upon a number of factors, including the development of pay and FTA television markets, the number of subscribers to and viewers of our channels, viewership demographics, the popularity of our programming, and our ability to sell commercial time over a portfolio of channels on multiple platforms.

In certain markets, our advertising sales business operates with in-house sales teams, while we rely on external sales representation services in other markets.

Outside the U.S., advertisers typically buy advertising closer to the time when the commercials will be run.

In developing pay-TV markets, we expect advertising revenue growth will result from subscriber growth, our localization strategy, and the shift of advertising spending from broadcast to pay-TV.

In mature markets, such as Western Europe, high proportions of market penetration and distribution are unlikely to drive rapid revenue growth.

Instead, growth in advertising sales comes from increasing viewership and pricing and launching new services, either in pay-TV, broadcast, or FTA television environments.

During 2021, advertising, distribution and other revenues were 45%, 47%, and 9%, respectively, of total net revenues for this segment.

While we have traditionally operated cable networks, in recent years an increasing portion of our international advertising revenue is generated by FTA or broadcast networks, unlike U.S.

During 2021, pay-TV networks generated 33% of International Networks' advertising revenue and FTA or broadcast networks generated 67% of International Networks' advertising revenue.

We also have increased efforts to drive revenue growth from digital products such as the dplay DTC entertainment service in select international markets.

International Networks' largest cost is content expense for localized programming.

While our International Networks segment maximizes the use of programming from U.S.

Networks, we also develop local programming that is tailored to individual market preferences and license the rights to air films, television series and sporting events from third parties.

Content acquired from U.S.

Networks and content developed locally airing on the same network is amortized similarly, as amortization rates vary by network.

While International Networks and U.S.

Networks have similarities with respect to the nature of operations, the generation of revenue and the categories of expense, International Networks have a lower segment margin due to lower economies of scale from being in over 220 markets which requires additional cost for localization to satisfy market variations.

International Networks also include sports and FTA broadcast channels, which drive higher costs from sports rights and production and investment in broad entertainment programming for broadcast networks.

CONTENT DEVELOPMENT

Our content development strategy is designed to increase viewership, maintain innovation and quality leadership, and provide value for our network distributors and advertising customers.

Our content is sourced from a wide range of third-party producers, which include some of the world’s leading nonfiction production companies, as well as independent producers and wholly-owned production studios.

Our production arrangements fall into three categories:

produced, coproduced and licensed.

Produced content includes content that we engage third parties or wholly-owned production studios to develop and produce.

We retain editorial control and own most or all of the rights, in exchange for paying all development and production costs.

Coproduced content refers to program rights on which we have collaborated with third parties to finance and develop either because world-wide rights are not available for acquisition or we save costs by collaborating with third parties.

Licensed content is comprised of films or series that have been produced by third parties and where we do not own the rights.

Payments for sports rights made in advance of the event are recognized as prepaid content license assets.

International Networks maximizes the use of content from our U.S.

Our non-fiction content tends to be culturally neutral and maintains its relevance for an extended period of time.

As a result, a significant amount of our non-fiction content translates well across international borders and is made even more accessible through extensive use of dubbing and subtitles in local languages.

Our content can be re-edited and updated in a cost-effective manner to provide topical versions of subject matter that can be utilized around the world.

International Networks executes a localization strategy by offering content from U.S.

Networks, customized content and localized schedules via our distribution feeds.

While our International Networks segment maximizes the use of content from U.S.

Networks, we also develop local content that is tailored to individual market preferences and license the rights to air films, television series and sporting events from third-party producers.

Our largest single expense is content, which includes content amortization, content impairment and production costs.

We amortize the cost of capitalized content rights based on the proportion that the current year's estimated revenues bear to the estimated remaining total lifetime revenues, which normally results in an accelerated amortization method over the estimated useful lives.

However, certain networks also utilize a straight-line method of amortization over the estimated useful lives of the content.

Content is amortized primarily over periods of two to five years.

The costs for multi-year sports programming arrangements are expensed when the event is broadcast based on the estimated relative value of each season in the arrangement.

The majority of our content assets are assessed for impairment within film groups.

Content assets are reviewed for impairment when impairment indicators are present at the respective film group level.

Impairment indicators at the film group represent significant adverse changes that impact the film group as a whole.

Impairment losses are recorded when the carrying value of content assets exceeds the estimated fair value of the respective film group.

WBD’s Studios business includes the Warner Bros.

Pictures Group (“WBPG”), DC Studios, Warner Bros.

Television Group (“WBTVG”), Global Brands and Experiences (“GBE”) (consumer products, themed entertainment, brand licensing, and publisher DC Comics), content licensing, home entertainment, studio operations, and interactive gaming.

WBPG is comprised of Warner Bros.

Pictures, New Line Cinema and Warner Animation Group .

WBPG partners with inspiring storytellers to create filmed entertainment for a global audience.

The recently launched DC Studios, tasked with developing properties licensed from DC Comics for film and television, continues the tradition of high-quality storytelling for the DC Universe across all audio-visual media, while building a sustainable growth business out of the iconic franchise.

WBTVG consists of Warner Bros.

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.

Animation, Cartoon Network Studios, and Hanna-Barbera Studios Europe .

Among the Studios’ content highlights for 2022 are The Batman , Elvis , Fantastic Beasts:

The Secrets of Dumbledore and Black Adam on the film side and TV titles such as Abbott Elementary , Ted Lasso , The Sandman , The Flight Attendant , Y oung Sheldon , The Voice, The Bachelor franchise, The Jennifer Hudson Show, and Batwheels.

Beyond its production operations, the Studios segment includes various businesses that facilitate consumer interaction with the intellectual property it creates.

GBE is the global division that drives opportunities for consumers to engage with leading entertainment brands and franchises.

Through its strategic franchise development group and global commercial businesses, GBE creates lasting connections to WBD’s iconic characters, talent, and storytelling.

GBE operates Global Consumer Products, Themed Entertainment and Brand Licensing, and world-renowned comic and publishing powerhouse DC Comics .

Global distribution of most of WBD’s award-winning content is handled by Content Sales , which provides content for viewers across streaming, cable, satellite and broadcast networks, local television stations, and airlines.

Home Entertainment oversees the global distribution of content through physical goods (Blu-ray Disc™ and DVD) and digital media in the form of electronic sell-through and video-on-demand via cable, satellite, online, and mobile channels.

The Studios segment also includes Warner Bros.

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.

There are currently 11 wholly owned game development studios under the Warner Bros.

Games umbrella.

Part of the Worldwide Studio Operations group , Warner Bros.

Studio Tour London – The Making of Harry Potter and Warner Bros.

Studio Tour Hollywood attract visitors from around the world, giving fans the opportunity to get closer to the entertainment they love.

In addition, Warner Bros.

Studio Tour Tokyo – The Making of Harry Potter is set to open later in 2023.

For the year ended December 31, 2022, content and other revenues were 94% and 6%, respectively, of total revenues for this segment.

WBD’s linear network operations include 30 U.S.

general entertainment, lifestyle, and news networks, as well as a host of international networks and global and regional sports networks.

General entertainment networks in the U.S.

include TNT , cable’s #1 entertainment network;

TBS , a top-rated destination for television among young adults;

and Turner Classic Movies (TCM) , which presents classic films, uncut and commercial-free.

WBD’s other entertainment networks include OWN, Discovery Channel, Cartoon Network, Adult Swim, and truTV among many others.

Leading the lifestyle category are Magnolia Network , comprised of a collection of inspiring original series curated by Chip and Joanna Gaines featuring some of the U.S.’s most talented names in home and design, food, gardening and the arts;

HGTV , with relatable stories, real estate and renovation experts and home transformations;

and Food Network , which connects viewers to the power and joy of food.

Additional lifestyle networks include Travel Channel, Science Channel, TLC, and Hogar de HGTV among many others.

CNN has been the #1 English-language news brand globally in multiplatform reach since at least 2018.

In 2022, CNN had more unique digital visitors than any other news source in the U.S.

and globally.

WBD Sports is a global leader in premium sports content across multiple platforms, engaging fans in the U.S.

and internationally.

WBD Sports’ U.S.

portfolio includes the National Basketball Association (“NBA”), Major League Baseball (“MLB”), National Collegiate Athletic Association (“NCAA”), National Hockey League (“NHL”), and United States Soccer Federation (“USSF”).

WBD Sports Europe features Eurosport, a leading sport destination and the home of the Olympic Games in Europe, as well as the Global Cycling Network (“GCN”), and Global Mountain Bike Network (“GMBN”).

In 2022, Eurosport UK combined with BT Sport to create an extensive collection of live sports coverage for fans in the UK and Ireland.

WBD Sports’ owned-and-operated platforms include Bleacher Report, Eurosport.com, House of Highlights, HighlightHER, and a full suite of digital and social brands.

TNT Sports is WBD’s sports content brand in Argentina, Brazil, Chile and Mexico.

Several regional sports networks, serving fans live sports in select U.S.

markets, are also owned and/or operated by WBD Sports in the U.S.

In addition to the global networks described above, we operate networks internationally.

TVN operates a portfolio of free-to-air and pay-TV lifestyle, entertainment, and news networks in Poland.

For the year ended December 31, 2022, advertising, distribution, content, and other revenues were 43%, 50%, 6%, and 1%, respectively, of total revenues for this segment.

WBD’s DTC business includes our streaming services, such as HBO Max and discovery+ , and premium pay-TV services, such as HBO.

Our streaming services are available on most mobile and connected TV devices.

As of December 31, 2022, we had 96.1 million DTC subscribers 1 .

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 platform, HBO Max.

HBO Max is a streaming platform that offers best in class quality entertainment, delivering an array of series, movies, and specials from the iconic brands of HBO, Warner Bros., and DC, as well as third-party series and blockbuster films.

The platform launched in the U.S.

in May 2020 and introduced a lower priced, advertising-supported tier in June 2021.

Currently available in over 60 countries across the U.S., Latin America, and Europe, HBO Max began its global rollout launching in markets across Latin America and the Caribbean in the summer of 2021, followed by European launches in the Nordics, Iberia, the Netherlands and Central and Eastern Europe regions.

discovery+ is WBD’s non-fiction, real-life subscription streaming service.

discovery+ features a wide range of exclusive, original series across popular passion verticals, including lifestyle and relationships;

home and food;

adventure and natural history;

science, tech, and the environment;

and a slate of high-quality documentaries.

HBO Max and discovery+ currently feature both ad-free and ad-lite versions.

We expect to rebrand and relaunch the HBO Max product in the U.S.

during the first half of 2023 with an expanded content offering, including some of the content available on discovery+.

A rollout of this expanded product is expected to follow in Latin America later in the year.

European markets are planned to follow in 2024, with additional launches in key Asia-Pacific territories and some new European markets anticipated later in 2024.

We expect to have both an ad-lite and an ad-free version of the expanded product in many markets.

The company also intends to continue offering the standalone discovery+ service in the U.S.

and international markets.

For the year ended December 31, 2022, advertising, distribution, and content revenues are 5%, 88%, and 7%, respectively, of total revenues for this segment.

Providing content across various distribution platforms is a highly competitive business worldwide.

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The ability to secure distribution agreements is dependent upon the production, acquisition and packaging of original content, viewership, the marketing and advertising support and incentives provided to distributors, the product offering across a series of networks within a region, and the prices charged for carriage.

Our networks and digital products, which include discovery+ and other DTC subscription products, compete for the sale of advertising with other television networks, including broadcast, cable, local networks, and other content distribution outlets for their target audiences and the sale of advertising.

1 We define a “DTC Subscription” as:

(i) a retail subscription to discovery+, HBO or HBO Max 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, or HBO Max 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 or HBO Max for which we have recognized subscription revenue on a per subscriber basis;

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.

We may refer to the aggregate number of DTC Subscriptions as “subscribers.”

The reported number of “subscribers” included herein and the definition of “DTC Subscription” as used herein excludes:

(i) individuals who subscribe to DTC products, other than discovery+, HBO and HBO Max, 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.

Our networks and streaming services, which include HBO Max and discovery+ compete for the sale of advertising with other television networks, including broadcast, cable, local networks, and other content distribution outlets for their target audiences and the sale of advertising.

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 networks and digital products also compete for their target audiences with all forms of content and other media provided to viewers, including broadcast, cable and local networks, streaming services, pay-per-view and VOD services, online activities and other forms of news, information and media entertainment.

Our production studios compete with other production and media companies for talent.

Our networks and streaming services also compete for their target audiences with all forms of content and other media provided to viewers, including broadcast, cable and local networks, streaming services, pay-per-view and VOD services, online activities and other forms of news, information and media entertainment.

INTELLECTUAL PROPERTY

Our intellectual property assets include copyrights in content, trademarks in brands, names and logos, patents protecting novel inventions, technology platforms, websites, and licenses of intellectual property rights from third parties.

We are fundamentally a content company and the protection of our brands and content is of primary importance.

We have also made and will continue to make investments in developing technology platforms to support our digital products and DTC offerings, including discovery+, and consider these platforms to be one of our intellectual property assets.

To protect our intellectual property assets, we rely upon a combination of copyright, trademark, patent, unfair competition, trade secret and Internet/domain name statutes and laws, and contract provisions.

We are one of the world’s leading creators, owners and distributors of intellectual property.

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;

and licenses of intellectual property rights of various kinds from third parties.

We have made and will continue to make investments in developing technology platforms to support our digital products and DTC offerings, 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.

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.

Moreover, effective intellectual property protection may be either unavailable or limited in certain foreign territories.

Policing unauthorized use of our products and services and related intellectual property is difficult and costly.

Moreover, effective intellectual property protection may be either unavailable or limited in certain foreign territories, and new legislative or regulatory initiatives could impact our operations.

We seek to limit unauthorized use of our intellectual property through a combination of approaches.

However, the steps taken to prevent the infringement of our intellectual property by unauthorized third parties may not be effective.

Piracy, which encompasses the theft of our signals, and the unauthorized use of our intellectual property in the digital environment, continues to present a threat to revenues from products and services based on our intellectual property.

Piracy also includes the unauthorized use of our intellectual property on physical goods.

We have a team dedicated to disrupting and curbing piracy and other forms of intellectual property infringement and use external vendors to detect and remove infringements.

We also engage with intermediaries that facilitate piracy, leverage our membership in a range of industry groups, and initiate enforcement actions, including litigation, to address piracy issues.

In general, policing unauthorized use of our products and services and related intellectual property is difficult and costly.

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 result in substantial costs and diversion of resources which could have an adverse effect on our operations.

In addition, piracy, which encompasses the theft of our signal, and unauthorized use of our content, in the digital environment continues to present a threat to revenues from products and services based on our intellectual property.

We use external vendors to detect and remove infringing content and leverage our membership in a range of industry groups to address piracy issues.

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.

REGULATORY MATTERS

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federal, state and local government authorities, and our international operations are subject to laws and regulations of the countries and international bodies, such as the E.U., in which we operate.

Content networks, such as those owned by us, are regulated by the FCC including some regulations that only apply to content networks affiliated with a cable television operator.

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.

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Program Access

The FCC’s program access rules prevent a satellite-delivered content vendor in which a cable operator has an “attributable” ownership interest from discriminating against unaffiliated multichannel video programming distributors (“MVPDs”), such as cable and DBS operators, in the rates, terms and conditions for the sale or delivery of content.

The Communications Act (the “Act”) and the FCC’s program access rules prevent a satellite-delivered content vendor in which a cable operator has an “attributable” ownership interest from discriminating against unaffiliated multichannel video programming distributors (“MVPDs”), such as cable and DBS operators, in the rates, terms and conditions for the sale or delivery of content networks, on the basis of the non-affiliation.

These rules permit the unaffiliated MVPD to initiate a complaint to the FCC against content networks if it believes this rule has been violated.

Program Carriage

The FCC's program carriage rules prohibit distributors from favoring their affiliated content networks over unaffiliated similarly situated content networks in the rates, terms and conditions of carriage agreements between content networks and cable operators or other MVPDs.

The Act and the FCC’s program carriage rules prohibit distributors from favoring their affiliated content networks over unaffiliated, similarly situated content networks in the rates, terms and conditions of carriage agreements between content networks and cable operators or other MVPDs.

Recent regulatory changes and court decisions make it more difficult for us to challenge a distributor’s decision to decline to carry one of our content networks or discriminate against one of our content networks.

“Must-Carry”/Retransmission Consent

The Communications Act (the “Act”) imposes “must-carry” regulations on cable systems, requiring them to carry the signals of most local broadcast television stations in their market.

The Act imposes “must-carry” regulations on cable systems, requiring them to carry the signals of most local broadcast television stations in their market if they elect mandatory carriage.

DBS systems are also subject to their own must-carry rules.

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Accessibility, Children’s Advertising Restrictions, Emergency Alerts and CALM Act

Certain of our content networks and some of our IP-delivered video content must provide closed-captioning and audio description of some of their programming and comply with other regulations designed to make our content more accessible.

Our content networks and digital products intended primarily for children 12 years of age and under must comply with certain limits on the amount and type of permissible advertising.

Congress, the FCC, and the U.S.

Department of Justice periodically consider proposals to implement additional accessibility requirements, some of which would increase our obligations substantially.

Our content networks intended primarily for children 12 years of age and under must comply with certain limits on the amount and type of permissible advertising, and certain regulations extend to our digital products when they are referenced by web address in our content networks.

We may not include emergency alert tones or signals in our content.

Commercials embedded in our networks’ 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.

Obscenity Restrictions

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Regulation of Digital Services

We operate a variety of free, advertising-based and subscription-based digital products and services providing information and entertainment to consumers in the U.S.

We operate a variety of free, advertising-based and subscription-based digital products and streaming services providing information and entertainment to consumers in the U.S.

and international markets via web, mobile and connected TV platforms.

Our digital services are subject to federal and state regulation in the U.S.

relating to the privacy and security of personal information collected from our users, including laws pertaining to the acquisition of personal information from children under 13, such as the federal Children's Online Privacy Protection Act and the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act, and that impose data security and security breach obligations on the Company.

These laws are continually evolving, with robust new data protection frameworks having been introduced during the past few years in both the U.S.

and international markets, such as the California Consumer Privacy Act ("CCPA"), the E.U.

General Data Protection Regulation ("GDPR") and Brazil’s General Data Protection Law.

Additional federal and state laws and regulations may be adopted with respect to our digital services, covering such issues as data privacy and security, child safety, oversight of user-generated content, advertising, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.

In some cases, those products and services are provided directly to consumers, and in other cases, they can be used and/or purchased through a third-party distributor, such as Xfinity or Hulu.

Our digital products and services are subject to federal and state regulation in the U.S.

relating to the privacy and security of personal information collected from our users, including laws pertaining to the acquisition of personal information from children under 16.

Some examples of these laws include the federal Children's Online Privacy Protection Act (COPPA), the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Video Privacy Protection Act (VPPA), and the California Consumer Privacy Act (“CCPA”).

Many additional U.S.

state and federal regulations impose data security and data breach obligations on the Company.

These laws and their public and private enforcement are continually evolving, with several comprehensive U.S.

state privacy laws effective in 2023, many more introduced and expected to pass in the coming year, and novel litigation theories related to privacy advancing in the courts.

Additional 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, child safety, oversight 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.

The scope of regulation may differ depending on how these products and services are used and/or purchased.

In addition, the FCC from time to time considers whether some or all digital services should be considered MVPDs and regulated as such.

Our digital products and services available to consumers in international markets are also subject to the laws and regulations of foreign jurisdictions, including, without limitation, consumer protection, data privacy and security, advertising, intellectual property, and content limitations.

We must design and operate our digital products, services and websites in compliance with these laws and regulations.

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 .

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 networks are offered have, in varying degrees, laws and regulations governing our businesses.

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.

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.

In particular, we face increased efforts in international jurisdictions to regulate streaming services, which may constrain our offerings.

Further, international laws and regulations around intellectual property could limit our ability to license and protect our content, as well as impose additional burdens on our business.

HUMAN CAPITAL

As of December 31, 2022, we had approximately 37,500 employees, including full-time and part-time employees of our wholly-owned subsidiaries and consolidated ventures.

Our employees are located in 35 different countries, with 34% located in the United States and 66% located outside of the United States.

Our employees are located in 54 different countries, with 56% located in the U.S.

and 44% located outside of the U.S.

We are a talent-driven business, aiming to attract, develop, and motivate top talent throughout our company.

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• applying compensation policies in an internally consistent manner;

• incenting our employees to deliver on our short- and long-term objectives.

• incentivizing our employees to deliver on our short- and long-term objectives.

We provide an array of benefits and programs that support our employees in their personal and professional lives.

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• 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, Silver Spring, Knoxville and London offices, a fully-equipped fitness center in our Knoxville office, and access to virtual fitness classes and wellbeing programs;

• family support programs, including on-site childcare in our Knoxville office, childcare locator services, back-up childcare, maternity/paternity leave, adoption assistance and elder care;

• tuition reimbursement and student loan repayment programs for our U.S.

• on-site wellness centers in our New York, Los Angeles, Atlanta and London offices, a fully-equipped fitness center 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 another 20 countries, with competitive contributions from Discovery for employees at all levels;

• offering an employee stock purchase plan, which allows employees globally (where legislation permits) an opportunity to buy Discovery, Inc.

stock at a discounted price through convenient after-tax payroll deductions with no commission charges;

• flexible working arrangements around the globe to enable our employees to better balance work and personal commitments, which were expanded during the COVID-19 pandemic to support our employees’ health and safety.

and retirement/pension plans in over 20 countries, with competitive contributions from the Company for employees at all levels;

• offering an employee stock purchase plan, which allows certain employees globally (where legislation permits) an opportunity to buy WBD common stock at a discounted price through convenient after-tax payroll deductions with no commission charges;

• flexible working arrangements around the globe to enable our employees to better balance work and personal commitments.

Diversity, Equity and Inclusion (“DE&I”)

Our DE&I objective is to foster a culture of equity, inclusion, and mutual respect.

We emphasize our DE&I focus through Mosaic – our Diversity, Equity and Inclusion activation.

Mosaic covers a range of initiatives, including:

Unconscious Bias, Respect & Integrity;

Recruitment and Career Development;

Content Diversity;

Supplier Diversity;

and Social Impact.

We sponsor over 30 chapters of Employee Resource Groups (“ERGs”) across the globe with more than 2,500 members.

ERGs draw upon their collection of unique experiences to help drive our mission of fostering a diverse and inclusive environment and provide important insights to our diversity, equity and inclusion initiatives.

Our DE&I objective is to seek out diversity, remove barriers, and create space for all to share ideas and be heard.

DE&I at WBD is overseen by our Chief Global Diversity, Equity & Inclusion Officer.

We implement our DE&I initiatives and pipeline programs through global, regional and corporate councils that partner with internal and external stakeholders across our brands, business units and regions.

We have also established a Creative Diversity Council to address DE&I in our content production businesses.

We seek to support our employees through the sponsorship of 16 Business Resource Groups (“BRGs”) globally, comprised of over 40 chapters.

BRGs are intended to enable employees with shared pursuits, purpose, identities, and interests to lead, contribute and build community for all.

Learning and Development

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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.

We have a department dedicated to social good that builds and oversees consumer and employee-facing initiatives and campaigns.

We leverage our platforms, resources, and employee base to make an impact in our communities and with our key nonprofit partners around the world.

We have corporate partnerships aimed at addressing childhood hunger, inequality, civic engagement and wildlife preservation.

Our employee-facing initiatives include matching gift and “dollars for doers” programs and sponsoring Impact Day, a global day of employee volunteerism that gives back to the communities where we live and work around the world.

We are also committed to using our voice to advocate for action around the issues of our time that are important to our employees.

The L&D team also provides tuition reimbursement for eligible courses.

AVAILABLE INFORMATION

All of our filings with the U.S.

Securities and Exchange Commission (the “SEC”), including reports on Form 10-K, Form 10-Q and Form 8-K, and all amendments to such filings are available free of charge at the investor relations section of our website, www.corporate.discovery.com, as soon as reasonably practicable after such material is filed with, or furnished to, the SEC.

Securities and Exchange Commission (the “SEC”), including reports on Form 10-K, Form 10-Q and Form 8-K, and all amendments to such filings are available free of charge at the investor relations section of our website, ir.wbd.com, as soon as reasonably practicable after such material is filed with, or furnished to, the SEC.

Our annual report, corporate governance guidelines, code of business ethics, audit committee charter, compensation committee charter, and nominating and corporate governance committee charter are also available on our website.

In addition, we will provide a printed copy of any of these documents, free of charge, upon written request to:

Investor Relations, Discovery, Inc., 230 Park Avenue South, New York, NY 10003.

Investor Relations, Warner Bros.

Discovery, Inc., 230 Park Avenue South, New York, NY 10003.

Additionally, the SEC maintains a website at www.sec.gov that contains quarterly, annual and current reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company.

We also routinely post on our website news releases, announcements and other statements about our business and results of operations, some of which may contain information that may be deemed to be material to investors.

Therefore, we encourage investors to monitor our website and review the information we post there.

The information contained on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference herein.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business