What changed in this filing

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Item 1. Business

2025-02-27 compared with 2024-02-23 · 113 added, 106 removed, 161 unchanged (58% of the section changed)

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and one or more of its consolidated subsidiaries, unless the context otherwise requires.

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.

(“WMH”) 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, 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 results prior to the Merger.

Industry Trends

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The SAG-AFTRA strike ended on November 9, 2023, and a new collective bargaining agreement was ratified on December 5, 2023.

The strikes had a material impact on the operations and results of the Company, including a pause on certain theatrical and television productions.

The strikes had a material impact on the operations and results of the Company in 2023, including a pause on certain theatrical and television productions.

Effects included a positive impact on cash flow from operations attributed to delayed production spend, and a negative impact on the results of operations attributed to timing and performance of the 2023 film slate, as well as the Company’s ability to produce, license, and deliver content.

Other headwinds in the industry, such as continued pressures on linear distribution and soft advertising markets in the U.S., have had, and are expected to continue to have, a material impact on the operations and results of the Company, including a negative impact on the results of operations attributed to declines in linear advertising revenue.

The Company experienced content completion and delivery delays in the first quarter of 2024 due to the pause in television and theatrical productions in 2023, but did not experience any material impacts for the remainder of 2024.

Other headwinds in the industry, such as continued pressures on linear distribution and continued softness in the U.S.

linear advertising market, have had, and are expected to continue to have, a material impact on the operations and results of the Company, including a negative impact on the results of operations attributed to declines in linear advertising revenue.

In addition, declines in linear subscribers are expected to continue.

The increase of digital advertising available in the marketplace has also resulted in, and is expected to continue to result in, increased competition for advertising expenditures for both traditional linear networks and ad-supported tiers in streaming services.

We continue to closely monitor the ongoing impact of industry trends to our business;

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Description of Business

Discovery is a premier global media and entertainment company that provides audiences with a differentiated portfolio of content, brands and franchises across television, film, streaming, and gaming.

Some of our iconic brands and franchises include Warner Bros.

Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including:

Discovery Channel, Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros.

Motion Picture Group, Warner Bros.

Television Group, DC, HBO, HBO Max, Max, discovery+, CNN, Discovery Channel, HGTV, Food Network, TNT Sports, 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 powerful creative engines and one of the largest collections of owned content in the world.

WBD has 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.

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 ecosystem, 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);

Television Group, Warner Bros.

Games, Adult Swim, Turner Classic Movies, and others.

We are home to one of the largest collections of owned content in the world with assets and intellectual property across sports, news, lifestyle, and entertainment in most languages and regions of the globe.

We create some of the best-in-class content using our renowned library, beloved franchises, and acclaimed creative expertise to serve our audiences and consumers.

Our asset mix strongly positions us to execute our key strategies:

grow our direct-to-consumer (“DTC”) business globally, enhance our Studios segment, and manage our linear networks for the best possible success in order to create long-term value for our shareholders.

We generate revenue from fees charged to distributors that carry our network brands and programming, including cable, direct-to-home (“DTH”) satellite, telecommunication and digital service providers, as well as through DTC subscription services (distribution revenue);

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

the release of feature films for initial exhibition in theaters, the licensing of feature films and television programs to various television, subscription video on demand (“SVOD”) and other digital markets, distribution of feature films and television programs in the physical and digital home entertainment markets, sales of console games and mobile in-game content, sublicensing of sports rights, and licensing of intellectual property such as characters and brands (content revenue);

and other sources such as studio tours and production services (other revenue).

Corporate Reorganization

On December 12, 2024, the Company announced that its board of directors had authorized the Company to implement a new corporate structure designed to enhance the Company’s strategic flexibility and create potential opportunities to unlock shareholder value.

Under the new corporate structure, the Company will serve as the parent company for two distinct operating divisions:

Global Linear Networks and Streaming & Studios.

To facilitate the implementation of this new structure and the movement of entities and assets to align with the new operating divisions, on January 1, 2025, the Company completed certain transactions, including (1) a merger of Discovery Holding Company with and into a newly formed subsidiary of WarnerMedia Holdings, Inc.

(the “DHC Merger”) and (2) a merger of a second newly formed subsidiary of WarnerMedia Holdings, Inc.

with and into Scripps Networks Interactive, Inc.

(the “Scripps Merger”).

As a result of the DHC Merger, Discovery Communications, LLC became an indirect subsidiary of WarnerMedia Holdings, Inc.

As a result of the Scripps Merger, Scripps Networks Interactive, Inc.

became a direct subsidiary of WarnerMedia Holdings, Inc.

As of December 31, 2024, we classified our operations in three reportable segments:

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WBMPG partners with captivating storytellers to create filmed entertainment for a global audience.

DC Studios, tasked with developing properties licensed from DC Comics for film, television and animation, continues the tradition of high-quality storytelling within the DC Universe, while building a sustainable growth business out of the iconic characters.

DC Studios, tasked with developing properties licensed from DC Comics for film, television, animation, and games, continues the tradition of high-quality storytelling within the DC Universe, while building a sustainable growth business out of the iconic characters.

WBTVG consists of Warner Bros.

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

Among the Studios segment’s content highlights for 2023 were Barbie, the #1 movie of the year globally based on worldwide gross revenue , Wonka, Aquaman and the Lost Kingdom, and The Nun II on the film side and award-winning TV titles including Abbott Elementary , Ted Lasso , Night Court, Shrinking, Genndy Tartakovsky’s Primal, The Golden Bachelor, and The Voice.

Among the Studios segment’s content highlights for 2024 were Dune:

Part Two, Beetlejuice, Beetlejuice and Godzilla x Kong:

The New Empire on the film side, with Warner Bros.

Discovery becoming the first studio to cross the $1 billion mark at the worldwide box office that year.

Award-winning TV titles for 2024 include Abbott Elementary , Shrinking, and The Voice.

As of December 31, 2024, the new series The Penguin remains one of the most-watched debut seasons globally of any current HBO or Max show, behind only House of the Dragon and The Last of Us .

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

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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.

Based on the Wizarding World of Harry Potter franchise, Warner Bros.

Games launched Hogwarts Legacy in 2023, which became the #1 game of the year globally.

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 June of 2023, the Worldwide Studios Operations group opened the Warner Bros.

Studio Tour Tokyo – The Making of Harry Potter, a new experience that was the first Warner Bros.

Studio Tour to open in Asia.

In September 2024, WBD announced a new global structure for the Company’s worldwide studio tours, retail destinations, touring exhibitions, and all location-based experiences.

WBD Global Experiences brings together the previous Global Themed Entertainment licensing group and the Studio Tours & Retail owned and operated group into a single worldwide division to develop and execute on global strategies that offer partners a mix of both group models, putting WBD in a position to drive growth and become a worldwide leader in the creation, development, licensing, and operation of location-based entertainment inspired by Harry Potter , DC, Looney Tunes, Scooby-Doo , Game of Thrones , Friends , Discovery and more.

For the year ended December 31, 2024, content and other revenues were 92% and 8%, respectively, of total revenues for this segment.

WBD’s linear network operations include general entertainment, lifestyle, and news networks in the U.S., as well as a host of international media networks and global sports networks.

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 .

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.

In 2023, CNN , our global news brand, launched CNN Max in the U.S., giving audiences the ability to access a combination of on-air CNN content and exclusive programming on WBD’s streaming service, Max.

WBD Sports (rebranded in January 2024 as TNT Sports) is a global leader in premium sports content across multiple platforms, engaging fans in the U.S.

and internationally.

TNT Sports’ U.S.

sports rights include 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”).

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

In 2023, WBD exited its regional sports business (“AT&T SportsNets”) 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.

General and lifestyle entertainment networks in the U.S.

include TNT , TBS , Turner Classic Movies , OWN , HGTV , Food Network , TLC , Discovery Channel and Adult Swim , among many others.

In 2024, CNN , our global news brand, launched CNN International in Europe on Max, giving audiences the ability to access a combination of on-air CNN content and exclusive programming on WBD’s streaming service in Spain, Nordics, Belgium, Netherlands, and Central and Eastern Europe.

TNT Sports is a global leader in the delivery of premium sports content.

The TNT Sports U.S.

portfolio includes expansive, multi-platform partnerships with the National Basketball Association (“NBA”), Major League Baseball, the National Collegiate Athletic Association (“NCAA”) Division I Men’s Basketball Championship, National Hockey League, United States Soccer Federation, Unrivaled, National Association for Stock Car Auto Racing, Roland-Garros, NCAA Big 12 Football and Men’s Basketball, and NCAA Big East Men’s and Women’s Basketball.

Additionally, TNT Sports co-manages NCAA.com and NCAA March Madness Live, along with NBA Digital including NBA TV, the NBA App and NBA.com.

Bleacher Report and House of Highlights, digital destinations for young adult sports fans, are owned and operated by TNT Sports.

In March 2024, TNT Sports also premiered a primetime sports programming block on truTV consisting of live sports, original sports shows, and ancillary sports content.

TNT Sports in the United Kingdom and Ireland includes live coverage of Australian Open and Roland-Garros tennis;

Grand Tour cycling;

the Union Cycliste Internationale Mountain Bike World Series;

World Championship and World Cup winter sports events;

British and World Superbikes;

Olympic Games 2026-2032;

Premier League;

Union of European Football Associations club football;

Premiership men’s and women’s rugby;

international cricket;

Ultimate Fighting Championship and boxing, which are all available on TNT Sports and its streaming home, discovery+.

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

For the year ended December 31, 2024, distribution, advertising, content, and other revenues were 53%, 36%, 9%, and 2%, respectively, of total revenues for this segment.

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

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

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

As of December 31, 2024, we had 116.9 million DTC subscribers 1 .

Our strong subscriber growth this year has driven increased revenue and profitability for the DTC segment.

In 2025 and 2026, we anticipate additional launches of our streaming services in major markets.

HBO is one of the most respected and innovative entertainment brands in the world, serving iconic, award-winning programming through the HBO linear channels and our DTC streaming service, Max.

In May 2023, WBD launched Max , creating a new destination for HBO Originals, Warner Bros.

films, Max Originals, the DC universe, the Wizarding World of Harry Potter, CNN, an expansive offering of kids’ content, and among the best programming across food, home, reality, lifestyle and documentaries from leading brands like HGTV, Food Network, Discovery Channel, TLC, ID and more.

Max initially launched in the U.S.

and will roll out in international territories, starting in Latin America and the Caribbean in the first quarter of 2024, with more markets in EMEA and APAC to follow later in the year.

In 2024, HBO’s crime drama The Penguin earned positive reviews and grew its premiere-night audience by 54% from debut to finale.

The Penguin also earned Colin Farrell a Golden Globe Award in the category for Best Performance by a Male Actor in a Limited Series, Anthology Series, or a Motion Picture Made for Television.

Another standout was True Detective:

Night Country , which became the series’ most watched season, receiving 19 Emmy nominations and one win for Jodie Foster’s performance.

New HBO series highlights include Dune:

Prophecy and Like Water for Chocolate , both of which have already been renewed for a second season.

Other hit HBO series that returned to critical acclaim in 2024 included House of the Dragon and Hacks , a Golden Globe winner for Best Television Series - Musical or Comedy.

Max is a streaming destination for a variety of programming including HBO Originals, Warner Bros.

films, Max Originals, the DC universe, the Wizarding World of Harry Potter, CNN, and programming across food, home, reality, lifestyle, and documentaries from leading brands like HGTV, Food Network, Discovery Channel, and more.

Our strategy to grow our DTC business globally delivered success in 2024 with the launch of Max in 73 new markets across Latin America, the Caribbean, Europe, and Asia and the addition of 19.3 million global subscribers to our DTC products.

In 2025, our content pipeline for HBO and Max includes the highly anticipated returns of The White Lotus , The Last of Us , Hacks , ...And Just Like That , Peacemaker , and The Gilded Age, as well as the series premieres of It:

Welcome to Derry and The Eastern Gate .

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

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

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

home and food;

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and a slate of high-quality documentaries.

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

For the year ended December 31, 2023, distribution, advertising, and content revenues are 86%, 5%, and 9%, respectively, of total revenues for this segment.

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

We experience competition for the development and acquisition of content, distribution of our content, sale of commercial time on our networks and viewership.

There is competition from other production studios, other television networks, and online-based content providers for the acquisition of content and creative talent such as writers, producers and directors.

In addition, the composition of our competitors has evolved with the entrance of new market participants, including companies in adjacent sectors with significant financial, marketing, and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing.

Our ability to produce and acquire popular content is an important competitive factor for the distribution of our content, attracting viewers and the sale of advertising.

Our success in securing popular content and creative talent depends on various factors such as the number of competitors providing content that targets the same genre and audience, the distribution of our content, viewership, and the production, marketing and advertising support we provide.

Our networks compete with other television networks, including broadcast, cable and local, for the distribution of our content and fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content.

Our ability to secure distribution agreements is necessary to ensure the retention of our audiences.

Our contractual agreements with distributors are renewed or renegotiated from time to time in the ordinary course of business.

Growth in the number of networks distributed, consolidation and other market conditions in the cable and satellite distribution industry, and increased popularity of other platforms may adversely affect our ability to obtain and maintain contractual terms for the distribution of our content that are as favorable as those currently in place.

The ability to secure distribution agreements is dependent upon the production, acquisition and packaging of 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.

discovery+ highlights for 2024 included the premiere of Quiet on Set and the return of the Curious Case of Natalia Grace .

Max and discovery+ currently feature both ad-free and ad-lite versions in most markets.

For the year ended December 31, 2024, distribution, advertising, and content revenues were 87%, 8%, and 4%, respectively, of total revenues for this segment.

1 Direct-to-Consumer subscriber - We define a “Core DTC Subscription” as:

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The current “independently-branded, regional products” referred to in (iv) above consist of TVN/Player and BluTV.

Subscribers to multiple WBD DTC products (listed above) are counted as a paid subscriber for each individual WBD DTC product subscription.

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

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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 Max, 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.

Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada.

International subscribe r - We define an International subscriber as a subscription based outside of the United States of America or Canada.

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

We experience competition for the development and acquisition of content, distribution and sale of our content, sale of commercial time on our networks and viewership.

Our ability to produce and acquire popular content is an important competitive factor for the distribution of our content, attracting viewers and the sale of advertising.

Our networks compete with other television networks, including broadcast, cable and local, and with other studios and production companies for the distribution of our content and fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content.

Our ability to secure distribution agreements is necessary to ensure the retention of our audiences.

Our contractual agreements with distributors are renewed or renegotiated from time to time in the ordinary course of business.

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

Our 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 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 video-on-demand (“VOD”) services, online activities and other forms of news, information and media entertainment.

Our networks, studios 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 video-on-demand (“VOD”) services, online activities and other forms of news, information and media entertainment.

INTELLECTUAL PROPERTY

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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 streaming services, including Max, HBO Max, and discovery+, and consider these platforms to be intellectual property assets as well.

We have made and will continue to make investments in developing technology platforms to support our digital products and streaming services, including Max and discovery+, and consider these platforms to be intellectual property assets as well.

We are a global media and entertainment company and the protection of our content and brands is of primary importance.

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“Must-Carry”/Retransmission Consent

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.

The Act imposes “must-carry” regulations on cable systems, requiring them to carry, as part of their cable service, 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.

The FCC’s implementation of “must-carry” obligations requires cable operators and DBS providers to give broadcasters preferential access to channel space and favorable channel positions.

This reduces the amount of channel space that is available for carriage of our content networks by cable and DBS operators.

The Act also gives certain broadcasters the choice of opting out of must-carry and invoking the right to retransmission consent, which refers to a broadcaster’s right to require MVPDs, such as cable and satellite operators, to obtain the broadcaster’s consent before distributing the broadcaster’s signal to the MVPDs’ subscribers, often at a substantial cost that reduces the content funds available for independent programmers not affiliated with broadcasters, such as us.

This reduces the amount of channel space that is available for carriage of our content networks by cable and DBS operators on television.

The Act also gives certain broadcasters the choice of opting out of must-carry and invoking the right to retransmission consent, which refers to a broadcaster’s right to require MVPDs, such as cable and satellite operators, to obtain the broadcaster’s consent before distributing the broadcaster’s signal to the MVPDs’ subscribers, often at a substantial cost that reduces the content funds available for programmers not affiliated with broadcasters, such as us.

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

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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 that took effect in 2023, or that will take effect in 2024, and 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.

Our digital products and services are subject to federal and state laws 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.

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 (CAN SPAM), the Video Privacy Protection Act (VPPA), and the California Consumer Privacy Act (CCPA).

Additional U.S.

state and federal laws addressing data security and data breach notification obligations also may apply to the Company in some instances.

These laws and their public and private enforcement are continually evolving.

More than a dozen comprehensive U.S.

state privacy laws have taken effect in the last few years, and a number of others have been introduced and may pass in the future.

Additional U.S.

federal and state laws and regulations apply or may be adopted with respect to our digital products and services, covering such issues as data privacy and security, the online safety of children and teens, dissemination or moderation of user-generated content, advertising, competition, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.

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.

In addition, the FCC from time to time considers whether some or all digital services should be considered MVPDs and regulated as such, or otherwise subjected to rules that apply to traditional communications providers.

Such determination would increase our regulatory burdens substantially.

Intellectual Property Laws and Regulations

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

To support these objectives, our human resources programs are designed to provide competitive, locally-relevant benefits, performance-based pay, and nonfinancial support and incentives.

We also strive to enhance our culture through efforts aimed at making our workplace diverse, engaging and inclusive, and to develop our talent to prepare them for critical roles and leadership positions for the future.

To support these objectives, our people and culture programs are designed to provide competitive, locally-relevant benefits, performance-based pay, and nonfinancial support and incentives.

We also strive to enhance our culture through efforts aimed at making our workplace engaging and inclusive, and to develop our talent to prepare them for critical roles and leadership positions for the future.

We also provide opportunities for our employees to make an impact in their communities through social good initiatives around the world.

Some examples of our human resources programs and initiatives are described below.

Some examples of our people and culture programs and initiatives are described below.

Our compensation philosophy is to pay for performance, encourage excellence and reward employees who innovate and deliver high-quality results.

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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, Los Angeles, Atlanta and Chiswick (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;

• on-site wellness centers in our New York, Los Angeles, Atlanta, and Chiswick (London) offices, fully-equipped fitness centers in our New York, Los Angeles and Atlanta offices, and access to virtual fitness classes and wellbeing programs;

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

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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 promote 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 our global and regional DE&I team that partners with internal and external stakeholders across our brands, business units and regions.

We have established a Business and Creative Council, made up of our most senior leaders, to address and champion DE&I in our corporate and 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.

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

Learning and Development

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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