8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 3, 2023

Warner Bros. Discovery, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  001-34177

Delaware	35-2333914
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

230 Park Avenue South

New York, New York 10003

(Address of principal executive offices, including zip code)

212-548-5555

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Series A Common Stock	WBD	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

Earnings Press Release

On August 3, 2023, Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) released its earnings for the quarter ended June 30, 2023. A copy of Warner Bros. Discovery's press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Trending Schedules

As previously disclosed, on April 8, 2022, Warner Bros. Discovery, formerly known as Discovery, Inc. (“Discovery”), completed the combination (the “Merger”) of Discovery and the WarnerMedia business (the “WarnerMedia Business”) of AT&T Inc. In connection with the completion of the Merger, the Company reevaluated and changed its reportable segments during the quarter ended June 30, 2022. On August 4, 2022, to assist investors in assessing the Company’s historical performance on a basis that reflected the completion of the Merger and change in reportable segments, the Company issued trending schedules (the “Trending Schedules”) which summarized certain unaudited supplemental financial information, including unaudited pro forma combined financial information reflecting the combined results of the Company and the WarnerMedia Business for the periods reflected therein.

A copy of the updated Trending Schedules is furnished herewith as Exhibit 99.2 and incorporated herein by reference.

The information in this Item 2.02, including Exhibits 99.1 and 99.2 attached hereto, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On August 3, 2023, Warner Bros. Discovery issued a press release announcing that its wholly-owned subsidiaries, Warner Media, LLC (“WML”), Historic TW Inc. (“TWI”), Discovery Communications, LLC (“DCL”) and WarnerMedia Holdings, Inc. (“WMH”), had commenced cash tender offers (each, a “Tender Offer” and, together the “Tender Offers”) pursuant to which (i) WML will offer to purchase for cash any and all of its outstanding 4.050% Senior Notes due 2023 (the “4.050% Notes”) and 3.550% Senior Notes due 2024 (the “3.550% Notes”), (ii) TWI will offer to purchase for cash any and all of its outstanding 7.570% Senior Notes due 2024 (the “7.570% Notes”), (iii) DCL will offer to purchase for cash any and all of its outstanding 3.800% Senior Notes due 2024 (the “3.800% Notes”) and (iv) WMH will offer to purchase for cash any and all of its outstanding 3.528% Senior Notes due 2024 (the “3.528% Notes”) and 3.428% Senior Notes due 2024 (the “3.428% Notes” and, together with the 4.050% Notes, the 3.550% Notes, the 7.570% Notes, the 3.800% Notes and the 3.528% Notes, the “Notes”). The complete terms and conditions of the Tender Offers are set forth in an offer to purchase and notice of guaranteed delivery that will be sent to registered holders of the Notes and be posted online at www.dfking.com/WBD.

A copy of Warner Bros. Discovery’s press release announcing the Tender Offers is attached to this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.3 are for information purposes only and do not constitute an offer to purchase any of the Notes.

Item 9.01. Financial Statements and Exhibits

99.1	Press Release of Warner Bros. Discovery, Inc., dated August 3, 2023 (Earnings)
99.2	Trending Schedules and Non-GAAP Reconciliations through Q2 2023
99.3	Press Release of Warner Bros. Discovery, Inc., dated August 3, 2023 (Tender Offers)
101	Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Warner Bros. Discovery, Inc.
Date: August 3, 2023	By:	/s/    Gunnar Wiedenfels
		Gunnar Wiedenfels
		Chief Financial Officer

EX-99.1

Q2 2023 Earnings Press Release | August 3, 2023 Q2 Financial Summary & Operational Highlights Warner Bros. Discovery, Inc. Reports Second Quarter 2023 Earnings Results 1 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Combined (ex-FX)(*) Total revenues $ 10,358 $ 9,827 $ 996 $ 10,823 5 % (4) % (4) % Net loss available to Warner Bros. Discovery, Inc. (1,240) (3,418) 1,561 (1,857) NM NM NM Adjusted EBITDA(*) 2,149 1,664 102 1,766 29 % 22 % 23 % Cash provided by operating activities 2,014 1,011 NM Reported free cash flow(*) 1,722 789 NM Three Months Ended June 30, Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the transaction whereby the Company acquired the WarnerMedia business (the "Merger") had been completed on January 1, 2021. Pro forma adjustments for Q2 2022 represent the WarnerMedia business's results for April 1 to April 8, 2022. Refer to page 12 for more information. NM - Not meaningful Numbers presented in the following materials are on a rounded basis using actual amounts. Minor differences in totals and percentages may exist due to rounding (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. • Q2 total revenues were $10,358 million. Revenues decreased 4% ex-FX(1)(*), compared to the prior year quarter, on a combined basis(2). • Net loss available to Warner Bros. Discovery, Inc. was $(1,240) million, and included $1,658 million of pre-tax amortization from acquisition-related intangible assets and $146 million of pre-tax restructuring expenses. • Q2 total Adjusted EBITDA(3)(*) was $2,149 million. Adjusted EBITDA increased 23% ex-FX compared to the prior year quarter, on a combined basis. • Cash provided by operating activities increased to $2,014 million. Reported free cash flow(4)(*) increased to $1,722 million. • Q2 2023 cash provided by operating activities and reported free cash flow are not directly comparable to the prior year quarter due to the acquisition of the WarnerMedia business. • Repaid $1.6 billion of debt during Q2. Ended the quarter with $3.1 billion of cash on hand, $47.8 billion of gross debt(5)(*), and 4.6x net leverage(6)(*). • Launched a debt tender offer today for up to $2.7 billion. • Global DTC subscribers(7) decreased 1.8 million to 95.8 million at the end of Q2 vs. 97.6 million subscribers at the end of Q1. • Successfully launched our new DTC product, Max, in the U.S. on May 23rd. • Nominated for an industry-leading 181 primetime Emmy awards, including 127 nominations for HBO & Max - the most of any network or platform(8). The important work we are doing to transform our businesses for the future continues to drive our strong financial performance as demonstrated by meaningful improvements to our balance sheet and our now increased synergy target of more than $5 billion. This quarter alone we reported over $1.7 billion in free cash flow, and we remain bullish with respect to our delevering story and expect to be comfortably below 4.0x levered by the end of the year and at our target of 2.5-3.0x gross leverage by the close of 2024. All of which positions us well to lean into growth opportunities that will ultimately drive shareholder value, to include our Direct-to-Consumer business, which, in the wake of the successful launch of Max in the U.S., is tracking well ahead of our financial projections, having generated positive EBITDA in the first half of the year. – David Zaslav, President & CEO

• Studios revenues were $2,581 million. Revenues decreased 24% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Content revenue decreased 25% ex-FX. • TV revenue declined primarily due to the timing of production, fewer CW series, and fewer series sold to our owned platforms. • Games revenue was lower due to the release of LEGO Star Wars: The Skywalker Saga in the prior year. • Home entertainment and theatrical revenues declined due to the stronger performance of our film slate last year, including The Batman. • Other revenue increased 9% ex-FX, due to continued strong attendance at Warner Bros. Studio Tours London & Hollywood, as well as the opening of Warner Bros. Studio Tour Tokyo. • Studios operating expenses were $2,275 million. Operating expenses decreased 23% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Costs of revenues decreased 30% ex-FX, primarily driven by lower revenues. • SG&A expenses increased 1% ex-FX, primarily driven by theatrical marketing costs. • Studios Adjusted EBITDA was $306 million. Adjusted EBITDA decreased 26% ex-FX compared to the prior year quarter, on a pro forma combined basis. 2 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Distribution $ 3 $ 4 $ 1 $ 5 (25) % (40) % (40) % Advertising 4 10 — 10 (60) % (60) % (60) % Content 2,398 2,636 551 3,187 (9) % (25) % (25) % Other 176 146 16 162 21 % 9 % 9 % Total revenues 2,581 2,796 568 3,364 (8) % (23) % (24) % Costs of revenues (excluding depreciation & amortization) 1,645 2,006 328 2,334 (18) % (30) % (30) % Selling, general and administrative 630 551 70 621 14 % 1 % 1 % Adjusted EBITDA $ 306 $ 239 $ 170 $ 409 28 % (25) % (26) % Studios Segment Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q2 2022 represent the WarnerMedia business's results for April 1 to April 8, 2022. Refer to page 12 for more information. (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Q2 2023 Highlights Opened 3rd Studio Tour on June 16th Three Months Ended June 30, The Twelve Warner Bros. Q2 2023 Earnings Press Release | August 3, 2023 Sweet Tooth DC & Warner Bros. 41 Primetime Emmy Nominations

• Networks revenues were $5,758 million. Revenues decreased 5% ex-FX, compared to the prior year quarter, on a pro forma combined basis. • Distribution revenue decreased 1% ex-FX, primarily driven by increases in U.S. contractual affiliate rates, which were more than offset by declines in U.S. pay-TV subscribers. • Advertising revenue decreased 13% ex-FX, primarily driven by audience declines in domestic general entertainment and news networks and soft advertising markets mainly in the U.S. and, to a lesser extent, certain international markets. Additionally, the absence of the NCAA March Madness Final Four and Championship this year, which we broadcast in the prior year, negatively impacted the year-over- year growth rate, partially offset by the broadcast of the NHL Stanley Cup Finals in the current year. • Content revenue increased 18% ex-FX, primarily driven by the timing of inter-segment content licensing to DTC. • Other revenue increased 24% ex-FX, primarily due to services provided to the unconsolidated TNT Sports JV (previously BT Sport). • Networks operating expenses were $3,592 million. Operating expenses decreased 4% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Costs of revenues decreased 5% ex-FX, primarily driven by the broadcast of the NCAA March Madness Final Four and Championship in the prior year, lower domestic general entertainment content expense. These benefits were partially offset by higher domestic sports- related expenses and costs associated with the unconsolidated TNT Sports joint venture. • SG&A expenses were flat. • Networks Adjusted EBITDA was $2,166 million. Adjusted EBITDA decreased 7% ex-FX compared to the prior year quarter, on a pro forma combined basis. Networks Segment 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Distribution $ 2,941 $ 2,841 $ 171 $ 3,012 4 % (2) % (1) % Advertising 2,448 2,624 178 2,802 (7) % (13) % (13) % Content 284 220 21 241 29 % 18 % 18 % Other 85 57 9 66 49 % 29 % 24 % Total revenues 5,758 5,742 379 6,121 — % (6) % (5) % Costs of revenues (excluding depreciation & amortization) 2,849 2,767 253 3,020 3 % (6) % (5) % Selling, general and administrative 743 713 31 744 4 % — % — % Adjusted EBITDA $ 2,166 $ 2,262 $ 95 $ 2,357 (4) % (8) % (7) % 3 Three Months Ended June 30, The Lazarus Project TNT NBA Playoffs on TNT TNT Q2 2023 Highlights Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q2 2022 represent the WarnerMedia business's results for April 1 to April 8, 2022. Refer to page 12 for more information. (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Q2 2023 Earnings Press Release | August 3, 2023 14 Primetime Emmy Nominations Jared from Subway: Catching a Monster ID

• Total DTC subscribers(7) were 95.8 million, a decrease of 1.8 million global subscribers since the end of Q1. Global DTC ARPU(9) was $7.71, which increased 2% ex-FX vs. the prior-year quarter. • DTC revenues were $2,732 million. Revenues increased 14% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Distribution revenue increased 2% ex-FX, as global Max/HBO Max retail subscriber and Amazon Prime Video Channels subscriber growth were partially offset by a decline in wholesale subscribers. • Advertising revenue increased 25% ex-FX, primarily driven by subscriber growth. • Content revenue grew significantly driven by the timing of certain library licensing deals. • DTC operating expenses were $2,735 million. Operating expenses decreased 8% ex-FX compared to the prior year quarter, on a pro forma combined basis. • Costs of revenues decreased 5% ex-FX, primarily driven by lower content amortization and the shutdown of CNN+ in the prior year, partially offset by cost associated with higher content licensing revenues. • SG&A decreased 13% ex-FX, primarily driven by more efficient marketing-related spend, notwithstanding increased marketing for the U.S. launch of Max, and the shutdown of CNN+ in the prior year. • DTC Adjusted EBITDA was $(3) million, a $555 million year-over-year improvement on a pro forma combined basis. 4 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Distribution $ 2,192 $ 1,993 $ 171 $ 2,164 10 % 1 % 2 % Advertising 121 96 1 97 26 % 25 % 25 % Content 410 132 11 143 NM NM NM Other 9 4 2 6 NM 50 % 29 % Total revenues 2,732 2,225 185 2,410 23 % 13 % 14 % Costs of revenues (excluding depreciation & amortization) 1,951 1,902 163 2,065 3 % (6) % (5) % Selling, general and administrative 784 841 62 903 (7) % (13) % (13) % Adjusted EBITDA $ (3) $ (518) $ (40) $ (558) 99 % 99 % 99 % Three Months Ended June 30, In millions, except ARPU Q2 2023 Q1 2023 Q2 2022 Total subscribers(7) 54.0 55.3 53.1 ARPU(9) $ 11.09 $ 10.82 $ 10.54 Total subscribers(7) 41.8 42.3 39.2 ARPU(9) $ 3.65 $ 3.48 $ 3.51 Total DTC subscribers(7) 95.8 97.6 92.2 Global ARPU(9) $ 7.71 $ 7.48 $ 7.58 DTC Subscribers Direct-to-Consumer Segment In te rn at io na l D om es tic Note: Domestic includes the U.S. and Canada. Subscriber counts in the above table are rounded and minor differences in totals may exist. Refer to page 13 for more information. Q2 2023 Highlights Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q2 2022 represent the WarnerMedia business's results for April 1 to April 8, 2022. Refer to page 12 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Q2 2023 Earnings Press Release | August 3, 2023 127 Primetime Emmy Nominations Most of any network or platform The Last of Us HBO Succession HBO 27 nominations 24 nominations

Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q2 2022 represent the WarnerMedia business's results for April 1 to April 8, 2022. Refer to page 12 for more information. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Adjusted EBITDA $ (245) $ (305) $ (100) $ (405) 20 % 40 % 39 % Three Months Ended June 30, Corporate 5 Inter-segment Eliminations 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combined Actual Pro Forma Combined (Actual) Pro Forma Combined (ex-FX)(*) Inter-segment revenue eliminations $ (712) $ (949) $ (139) $ (1,088) 25 % 35 % 35 % Inter-segment expense eliminations (637) (935) (116) (1,051) 32 % 39 % 39 % Adjusted EBITDA $ (75) $ (14) $ (23) $ (37) NM NM NM Three Months Ended June 30, Pro forma combined results represent the combined results of the Company and the WarnerMedia business as if the Merger had been completed on January 1, 2021. Pro forma adjustments for Q2 2022 represent the WarnerMedia business's results for April 1 to April 8, 2022. Refer to page 12 for more information. (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. • Corporate Adjusted EBITDA loss improved $160 million as lower personnel and technology related operating expenses, as well as a favorable timing impact related to the hedging of the securitization program, were partially offset by higher deferred compensation expense. Q2 2023 Earnings Press Release | August 3, 2023

• Cash provided by operating activities increased to $2,014 million, primarily driven by higher operating profits net of taxes, working capital improvement driven by initiatives, and lower net content spend, partially driven by the approximately $100 million impact of the WGA strike. • Reported free cash flow increased to $1,722 million, primarily driven by higher cash from operations, partially offset by higher capital expenditures from consolidating the WarnerMedia business following the closing of the Merger. • As of June 30, 2023, the Company had $5,295 million drawn on its revolving receivables program, which was relatively unchanged from the end of the first quarter. Leverage & Liquidity 6 Reported Free Cash Flow Q2 2023 Free Cash Flow Highlights Leverage Highlights Reported Financial Results 3 Months Ended June 30, 6 Months Ended June 30, $ in millions 2023 2022 % Change 2023 2022 % Change Cash provided by operating activities $ 2,014 $ 1,011 NM $ 1,383 $ 1,334 NM Purchases of property and equipment (292) (222) NM (591) (307) NM Reported free cash flow(*) $ 1,722 $ 789 NM $ 792 $ 1,027 NM The above free cash flow reconciliation shows "as reported" financials, which represent the combined Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. 2023 cash provided by operating activities and reported free cash flow are not directly comparable to 2022 cash provided by operating activities and free cash flow. Financials for the three months months ended June 30, 2022 include Discovery, Inc.results from April 1, 2022 through June 30, 2022 and the WarnerMedia business results from April 9, 2022 through June 30, 2022. Financials for the six months ended June 30, 2022 include Discovery, Inc.results from January 1, 2022 through June 30, 2022 and the WarnerMedia business results from April 9, 2022 through June 30, 2022. NM - Not meaningful (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details. Q2 2023 Earnings Press Release | August 3, 2023 • Ended Q2 with $3.1 billion of cash on hand, $47.8 billion of gross debt(*), and 4.6x net leverage(*). • In Q2 2023, the Company retired $1.6 billion of debt - repaid $1.1 billion of its April 2025 term loan, purchased $460 million of its 2024 Floating Rate Notes, and purchased $88 million of its other senior notes. • Launched a debt tender offer today for up to $2.7 billion. • As of June 30, 2023, the average duration of the Company's outstanding debt was 14.4 years, with an average cost of debt of 4.6%. • The Company maintains an undrawn $6.0 billion revolving credit facility.

Cautionary Statement Concerning Forward-Looking Statements Information set forth in this communication contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. The Company’s actual results could differ materially from those stated or implied due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Company's filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. Forward-looking statements include, without limitation, statements regarding future financial and operating results, the Company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Warner Bros. Discovery expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 7 2023 Outlook(10) Warner Bros. Discovery, Inc. ("Warner Bros. Discovery", the "Company", "we", "us", or "our" ) may provide forward-looking commentary in connection with this earnings announcement on its quarterly earnings conference call. Details on how to access the audio webcast are included below. Q2 2023 Earnings Conference Call Information Warner Bros. Discovery will host a conference call today, August 3, 2023 at 8:00 a.m. ET, to discuss its second quarter 2023 financial results. To access the webcast of the earnings call, please visit the Investor Relations section of the Company's website at www.wbd.com. About Warner Bros. Discovery Warner Bros. Discovery (NASDAQ: WBD) is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of content and brands across television, film and streaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, Max, discovery+, CNN, DC, Eurosport, HBO, HBO Max, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Film Group, Warner Bros. Television Group, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Contacts Media Investor Relations Nathaniel Brown Andrew Slabin Peter Lee (212) 548-5959 (212) 548-5544 (212) 548-5907 nathaniel.brown@wbd.com andrew.slabin@wbd.com peter.lee@wbd.com Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this communication may also contain certain non-GAAP financial measures, identified with an "(*)". Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the financial schedules in this release and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. Q2 2023 Earnings Press Release | August 3, 2023

Actual Financial Results Three Months Ended June 30, Six Months Ended June 30, Unaudited; in millions, except per share amounts 2023 2022 2023 2022 Distribution $ 5,135 $ 4,838 $ 10,298 $ 6,190 Advertising 2,519 2,721 4,817 4,197 Content 2,446 2,064 5,400 2,387 Other 258 204 543 212 Total revenues 10,358 9,827 21,058 12,986 Costs of revenues, excluding depreciation and amortization 6,636 6,625 13,321 7,861 Selling, general and administrative 2,562 3,538 4,950 4,578 Depreciation and amortization 1,914 2,266 3,972 2,791 Restructuring 146 1,033 241 1,038 Impairments and loss on dispositions 6 4 37 4 Total costs and expenses 11,264 13,466 22,521 16,272 Operating loss (906) (3,639) (1,463) (3,286) Interest expense, net (574) (511) (1,145) (664) Loss on extinguishment of debt (5) — (5) — Loss from equity investees, net (22) (43) (59) (57) Other income (expense), net 27 (51) (46) 439 Loss before income taxes (1,480) (4,244) (2,718) (3,568) Income tax benefit 260 836 438 635 Net loss (1,220) (3,408) (2,280) (2,933) Net income attributable to noncontrolling interests (16) (7) (24) (23) Net income attributable to redeemable noncontrolling interests (4) (3) (5) (6) Net loss available to Warner Bros. Discovery, Inc. $ (1,240) $ (3,418) $ (2,309) $ (2,962) Net loss per share allocated to Warner Bros. Discovery, Inc. Series A common stockholders: Basic $ (0.51) $ (1.50) $ (0.95) $ (2.09) Diluted $ (0.51) $ (1.50) $ (0.95) $ (2.09) Weighted average shares outstanding: Basic 2,437 2,286 2,434 1,443 Diluted 2,437 2,286 2,434 1,443 8 Warner Bros. Discovery, Inc. Consolidated Statements of Operations The above income statement shows "actual" financials, which represent the Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. Financials for the three months months ended June 30, 2022 include Discovery, Inc. results from April 1, 2022 through June 30, 2022 and the WarnerMedia business results from April 9, 2022 through June 30, 2022. Financials for the six months ended June 30, 2022 include Discovery, Inc. results from January 1, 2022 through June 30, 2022 and the WarnerMedia business results from April 9, 2022 through June 30, 2022. Q2 2023 Earnings Press Release | August 3, 2023

The above balance sheet shows "actual" financials, which represent the combined Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. Financials for the twelve months ended December 31, 2022 include Discovery, Inc. results for January 1 - December 31, 2022 and WarnerMedia results for April 9 - December 31, 2022. 9 Actual Financial Results Unaudited; in millions, except par value June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 3,027 $ 3,731 Receivables, net 6,770 6,380 Prepaid expenses and other current assets 3,976 3,888 Total current assets 13,773 13,999 Film and television content rights and games 24,393 26,652 Property and equipment, net 5,473 5,301 Goodwill 34,911 34,438 Intangible assets, net 41,584 44,982 Other noncurrent assets 8,484 8,629 Total assets $ 128,618 $ 134,001 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 1,689 $ 1,454 Accrued liabilities 10,668 11,504 Deferred revenues 1,548 1,694 Current portion of debt 3,001 365 Total current liabilities 16,906 15,017 Noncurrent portion of debt 44,276 48,634 Deferred income taxes 9,718 11,014 Other noncurrent liabilities 10,933 10,669 Total liabilities 81,833 85,334 Commitments and contingencies Redeemable noncontrolling interests 306 318 Warner Bros. Discovery, Inc. stockholders’ equity: Series A common stock: $0.01 par value; 10,800 and 10,800 shares authorized; 2,667 and 2,660 shares issued; and 2,437 and 2,430 shares outstanding 27 27 Preferred stock: $0 par value; 1,200 and 1,200 shares authorized, 0 shares issued and outstanding — — Additional paid-in capital 54,816 54,630 Treasury stock, at cost: 230 and 230 shares (8,244) (8,244) (Accumulated deficit) retained earnings (105) 2,205 Accumulated other comprehensive loss (1,042) (1,523) Total Warner Bros. Discovery, Inc. stockholders’ equity 45,452 47,095 Noncontrolling interests 1,027 1,254 Total equity 46,479 48,349 Total liabilities and equity $ 128,618 $ 134,001 9 Warner Bros. Discovery, Inc. Consolidated Balance Sheets Q2 2023 Earnings Press Release | August 3, 2023

10 Actual Financial Results Six Months Ended June 30, Unaudited; in millions 2023 2022 Operating Activities Net loss $ (2,280) $ (2,933) Adjustments to reconcile net income to cash (used in) provided by operating activities: Content rights amortization and impairment 9,361 6,591 Depreciation and amortization 3,972 2,791 Deferred income taxes (1,426) (915) Preferred stock conversion premium — 789 Share-based compensation expense 248 210 Equity in losses of equity method investee companies and cash distributions 112 91 Gain on sale of investments — (132) Gain from derivative instruments, net (111) (496) Other, net 171 64 Changes in operating assets and liabilities, net of acquisitions and dispositions: Receivables, net (433) (444) Film and television content rights, games and payables, net (7,656) (4,653) Accounts payable, accrued liabilities, deferred revenues and other noncurrent liabilities (859) 8 Foreign currency, prepaid expenses and other assets, net 284 363 Cash provided by operating activities 1,383 1,334 Investing Activities Purchases of property and equipment (591) (307) Cash acquired from business acquisition — 2,419 Proceeds from sales and maturities of investments — 139 Investments in and advances to equity investments (45) (109) Proceeds from derivative instruments, net 23 720 Other investing activities, net 46 18 Cash (used in) provided by investing activities (567) 2,880 Financing Activities Principal repayments of term loans (2,600) (3,500) Principal repayments of debt, including premiums to par value (660) (327) Borrowings from debt, net of discount and issuance costs 1,500 — Distributions to noncontrolling interests and redeemable noncontrolling interests (269) (264) Securitization receivables collected but not remitted 405 — Borrowings under commercial paper program and revolving credit facility 2,599 90 Repayments under commercial paper program and revolving credit facility (2,602) (90) Other financing activities, net (56) (66) Cash used in financing activities (1,683) (4,157) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 14 (66) Net change in cash, cash equivalents, and restricted cash (853) (9) Cash, cash equivalents, and restricted cash, beginning of period 3,930 3,905 Cash, cash equivalents, and restricted cash, end of period $ 3,077 $ 3,896 10 Warner Bros. Discovery, Inc. Consolidated Statements of Cash Flows The above statement of cash flows shows "actual" financials, which represent the combined Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. Financials for the six months ended June 30, 2022 include Discovery, Inc. results for January 1 - June 30, 2022 and WarnerMedia results for April 9 - June 30, 2022. Q2 2023 Earnings Press Release | August 3, 2023

11 Actual Financial Results Three Months Ended June 30, Unaudited; in millions 2023 2022 Net loss available to Warner Bros. Discovery, Inc. $ (1,240) $ (3,418) Net income attributable to redeemable noncontrolling interests 4 3 Net income attributable to noncontrolling interests 16 7 Income tax benefit (260) (836) Loss before income taxes (1,480) (4,244) Other (income) expense, net (27) 51 Loss from equity investees, net 22 43 Loss on extinguishment of debt 5 — Interest expense, net 574 511 Operating loss (906) (3,639) Restructuring 146 1,033 Impairments and loss on dispositions 6 4 Depreciation and amortization 1,914 2,266 Employee share-based compensation 135 147 Transaction and integration costs 47 983 Facility consolidation costs 23 — Amortization of fair value step-up for content 762 870 Amortization of capitalized interest for content 22 — Adjusted EBITDA(*) $ 2,149 $ 1,664 Reconciliation of Net (Loss) Income to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization The above reconciliation shows "actual" financials, which represent the combined Company's financial results since the closing of the Merger with the WarnerMedia business on April 8, 2022. Financials for the three months ended June 30, 2022 include Discovery, Inc. results for April 1 - June 30, 2022 and WarnerMedia results for April 9 - June 30, 2022. (*) A non-GAAP financial measure; see the section starting on page 12 titled Definitions & Sources for additional details Q2 2023 Earnings Press Release | August 3, 2023

12 Definitions and Sources for Warner Bros. Discovery, Inc. (1) Foreign Exchange Impacting Comparability: In addition to the Merger (as defined below), the impact of exchange rates on our business is an important factor in understanding period-to-period comparisons of our results. For example, our international revenues are favorably impacted as the U.S. dollar weakens relative to other foreign currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other foreign currencies. We believe the presentation of results on a constant currency basis ("ex-FX"), in addition to results reported in accordance with U.S. GAAP provides useful information about our operating performance because the presentation ex-FX excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of results on a constant currency basis should be considered in addition to, but not a substitute for, measures of financial performance reported in accordance with U.S. GAAP. The ex-FX change represents the percentage change on a period-over-period basis adjusted for foreign currency impacts. The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the “Baseline Rate”), and the prior year amounts translated at the 2023 Baseline Rate. In addition, consistent with the assumption of a constant currency environment, our ex-FX results exclude the impact of our foreign currency hedging activities, as well as realized and unrealized foreign currency transaction gains and losses. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies. (2) Pro Forma Combined Financial Information: The unaudited pro forma combined financial information in this press release presents the combined results of the Company and the WarnerMedia business as if the transaction whereby the Company acquired the WarnerMedia business (the "Merger") had been completed on January 1, 2021. Management believes reviewing our actual operating results in addition to pro forma combined results is useful in identifying trends in, or reaching conclusions regarding, the overall operating performance of our businesses. Our Networks, DTC, Studios, Corporate, and Inter-segment eliminations pro forma combined financial information is based on the historical operating results and includes adjustments in accordance with Article 11 of Regulation S-X to illustrate the effects of the Merger as if it had occurred on January 1, 2021. The unaudited pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Merger had occurred on January 1, 2021, nor is it indicative of future results. The unaudited pro forma combined financial information includes, where applicable, adjustments for (i) additional costs of revenues from the fair value step-up of film and television library, (ii) additional amortization expense related to acquired intangible assets, (iii) additional depreciation expense from the fair value of property and equipment, (iv) transaction costs and other one-time non-recurring costs, (v) additional interest expense for borrowings related to the Merger and amortization associated with fair value adjustments of debt assumed, (vi) changes to align accounting policies, (vii) elimination of intercompany activity, and (viii) associated tax-related impacts of adjustments. These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the Merger with the WarnerMedia business on the Company's historical financial information on a supplemental pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business. We may refer to total company results (ex. Revenues, Adj. EBITDA) as "combined basis". For historical pro forma financial information including segment level detail and reconciliations of non-GAAP metrics to their GAAP equivalent, please refer to the Trending Schedules and Non-GAAP Reconciliations posted in the "Quarterly Results" section of the Company's investor relations website (https:// ir.wbd.com). (3) Adjusted EBITDA: The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third-party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. The Company uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. The Company believes Adjusted EBITDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. The Company excludes employee share-based compensation, restructuring, certain impairment charges, gains and losses on business and asset dispositions, and transaction and integration costs from the calculation of Adjusted EBITDA due to their impact on comparability between periods. Integration costs include transformative system implementations and integrations, such as Enterprise Resource Planning systems, and may take several years to complete. The Company also excludes the depreciation of fixed assets and amortization of intangible assets, amortization of purchase accounting fair value step-up for content, and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. Certain corporate expenses and inter-segment eliminations related to production studios are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income, and other measures of financial performance reported in accordance with U.S. GAAP. (4) Free cash flow: The Company defines free cash flow as cash flow from operations less acquisitions of property and equipment. The Company believes free cash flow is an important indicator for management and investors of the Company’s liquidity, including its ability to reduce debt, make strategic investments, and return capital to stockholders. (5) Gross debt: The Company defines gross debt of $47.8 billion as total debt of $47.6 billion, plus finance leases of $246 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. Q2 2023 Earnings Press Release | August 3, 2023

(6) Net leverage: The Company defines net leverage as the calculation where net debt (gross debt of $47.8 billion, less cash, cash equivalents, and restricted cash of $3.1 billion) is divided by the sum of the most recent four quarters Adjusted EBITDA of $9,787 million. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. Please refer to the Trending Schedules and Non-GAAP Reconciliations posted in the "Quarterly Results" section of the Company's investor relations website (https://ir.wbd.com) for the full reconciliation of net leverage. (7) Direct-to-Consumer ("DTC") Subscriber: The Company defines a “DTC Subscription” as: (i) a retail subscription to discovery+, HBO, HBO Max, or 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, HBO Max, or 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, HBO Max, or 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". We define a Domestic subscriber as a subscription based either in the United States of America or Canada. We define an International subscriber as a subscription based outside of the United States of America or Canada. The reported number of “subscribers” included herein and the definition of “DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO, HBO Max, and 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. (8) Source: 75th Emmy awards nomination list (https://www.emmys.com/downloads). 181 nominations include an overlapping nomination between Warner Bros. Television Group and Adult Swim. (9) ARPU: The Company defines DTC Average Revenue Per User ("ARPU") as total subscription revenue plus net advertising revenue for the period divided by the daily-average number of paying subscribers for the period. Where daily values are not available, the sum of beginning of period and end of period divided by two is used. Excluded from the ARPU calculation are: (i) Max/HBO Hotel and Bulk Institution subscription revenue and subscribers (i.e., subscribers billed on a bulk basis); (ii) Cinemax subscription revenue and subscribers; (iii) HBO Basic subscription revenue and subscribers (International-only); (iv) Non-discovery+ DTC revenue and subscribers; and (v) Non-Core discovery+ revenue and subscribers, and (vi) 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. (10) 2023 outlook: Warner Bros. Discovery is not able to provide a reconciliation of the non-GAAP forward-looking commentary to comparable GAAP measures as, at this time, the Company cannot determine the occurrence or impact of the adjustments, such as the effect of future changes in foreign currency exchange rates or future acquisitions or divestitures that would be excluded from such GAAP measures. Accordingly, the Company is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. Source: Warner Bros. Discovery, Inc. 13 Definitions and Sources for Warner Bros. Discovery, Inc. Continued Q2 2023 Earnings Press Release | August 3, 2023

EX-99.2

Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery, Inc.” (“Warner Bros. Discovery”, “WBD”, the “Company”, “we”, “us” or “our”). Purpose of Trending Schedules The trending schedules summarize unaudited pro forma combined financial information to facilitate your review and understanding of the Company’s operating results. The trending schedules set forth important financial measures utilized by the Company defined by U.S. generally accepted accounting principles (“GAAP”). The Company uses non-GAAP financial measures, among other measures, to evaluate the operating performance of our business. These non-GAAP financial measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Pro Forma Combined Financial Information The unaudited pro forma combined financial information in the trending schedules presents the combined results of the Company and the WarnerMedia Business as if the Merger had been completed on January 1, 2021. Our Networks, DTC (as defined below), Studios and Corporate and Intersegment-eliminations pro forma financial information is based on the historical operating results and includes adjustments in accordance with Article 11 of Regulation S-X to illustrate the effects of the Merger as if it had occurred on January 1, 2021. The unaudited pro forma combined financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Merger had occurred on January 1, 2021, nor is it indicative of future results. The unaudited pro forma financial information includes, where applicable, adjustments for (i) additional costs of revenues from the fair value step-up of film and television library, (ii) additional amortization expense related to acquired intangible assets, (iii) additional depreciation expense from the fair value of property and equipment, (iv) transaction costs and other one-time non-recurring costs, (v) additional interest expense for borrowings related to the Merger and amortization associated with fair value adjustments of debt assumed, (vi) changes to align accounting policies, (vii) elimination of intercompany activity, and (viii) associated tax-related impacts of adjustments.These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the Merger with the WarnerMedia Business on the Company's historical financial information on a supplemental pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business. Reporting Segments In connection with the Merger, the Company reevaluated and changed its segment presentation during the quarter ended June 30, 2022. Accordingly, beginning in the quarter ended June 30, 2022, and for all periods presented, we are reporting results based on the following segments: Networks, consisting primarily of our domestic and international television networks Direct-to-Consumer ("DTC"), consisting primarily of our premium pay TV and digital content services Studios, consisting primarily of the production and release of feature films for initial exhibition in theaters and/or on our DTC services, production and initial licensing of television programs to third party 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. Financial Measures Warner Bros. Discovery previously used the non-GAAP measure of Adjusted OIBDA as an important financial measure, among other measures, to evaluate the operating performance of our business. Adjusted OIBDA was defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and other charges, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations related to production studios, (vii) third-party transaction and integration costs, and (viii) other items impacting comparability. Beginning with the period ended June 30, 2022, and for all periods presented, Warner Bros. Discovery will utilize the non-GAAP measure of Adjusted EBITDA, as defined below and in the Notes & Definitions section as an important financial measure, among other measures, to evaluate the operating performance of our business. The Company defines Adjusted EBITDA as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third-party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income and other measures of financial performance reported in accordance with U.S. GAAP. Non-GAAP Financial Measures In addition to financial measures prepared in accordance with U.S. GAAP, this communication may also contain certain non-GAAP financial measures, identified with an "(*)". Reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. Rounding Numbers presented in the following materials are on a rounded basis using actual amounts. Minor differences in totals and percentages may exist due to rounding.

Actual consolidated statement of operations (GAAP income statement) Unaudited; in millions Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 Revenues: Distribution $ 1,258 $ 1,312 $ 1,328 $ 1,304 $ 5,202 $ 1,352 $ 4,838 $ 4,990 $ 4,962 $ 16,142 $ 5,163 $ 5,135 Advertising 1,409 1,634 1,453 1,698 6,194 1,476 2,721 2,042 2,285 8,524 2,298 2,519 Content 112 100 352 173 737 323 2,064 2,531 3,442 8,360 2,954 2,446 Other 13 16 17 12 58 8 204 260 319 791 285 258 Total revenues 2,792 3,062 3,150 3,187 12,191 3,159 9,827 9,823 11,008 33,817 10,700 10,358 Costs and expenses: Costs of revenues, excluding depreciation and amortization 969 1,055 1,529 1,067 4,620 1,236 6,625 5,627 6,954 20,442 6,685 6,636 Selling, general and administrative 1,051 952 944 1,069 4,016 1,040 3,538 2,589 2,511 9,678 2,388 2,562 Depreciation and amortization 361 341 341 539 1,582 525 2,266 2,233 2,169 7,193 2,058 1,914 Restructuring 15 7 7 3 32 5 1,033 1,521 1,198 3,757 95 146 Impairments and (gain) loss on dispositions — (72) — 1 (71) — 4 43 70 117 31 6 Total costs and expenses 2,396 2,283 2,821 2,679 10,179 2,806 13,466 12,013 12,902 41,187 11,257 11,264 Operating income (loss) 396 779 329 508 2,012 353 (3,639) (2,190) (1,894) (7,370) (557) (906) Interest expense, net (163) (157) (159) (154) (633) (153) (511) (555) (558) (1,777) (571) (574) Other income (expense), net 64 98 63 (171) 54 476 (94) (106) (89) 187 (110) — Income (loss) before income taxes 297 720 233 183 1,433 676 (4,244) (2,851) (2,541) (8,960) (1,238) (1,480) Income tax (expense) benefit (106) (2) (36) (92) (236) (201) 836 566 462 1,663 178 260 Net income (loss) 191 718 197 91 1,197 475 (3,408) (2,285) (2,079) (7,297) (1,060) (1,220) Net income attributable to noncontrolling interests (51) (46) (41) (53) (191) (19) (10) (23) (22) (74) (9) (20) Net income (loss) available to Warner Bros. Discovery, Inc. $ 140 $ 672 $ 156 $ 38 $ 1,006 $ 456 $ (3,418) $ (2,308) $ (2,101) $ (7,371) $ (1,069) $ (1,240) The information in the above table presents WBD's financial results based on its Merger with the WarnerMedia Business completed on 4/8/22. For the periods ended 3/31/21 through 3/31/22, the table represents Discovery, Inc. financial results. For the period ended 6/30/22, the table represents Discovery, Inc. financial results for 4/1/22 - 4/8/22, and the combined business's financial results for 4/9/22 - 6/30/22. For the periods ended 9/30/22 and beyond, the table represents Warner Bros. Discovery.

Actual reconciliation of net income to adjusted earnings before interest, taxes, depreciation and amortization (non-GAAP) Unaudited; in millions Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 Net loss available to Warner Bros. Discovery, Inc. $ 140 $ 672 $ 156 $ 38 $ 1,006 $ 456 $ (3,418) $ (2,308) $ (2,101) $ (7,371) $ (1,069) $ (1,240) Net income attributable to noncontrolling interests 51 46 41 53 191 19 10 23 22 74 9 20 Net income 191 718 197 91 1,197 475 (3,408) (2,285) (2,079) (7,297) (1,060) (1,220) Income tax expense (benefit) 106 2 36 92 236 201 (836) (566) (462) (1,663) (178) (260) Other (income) expense, net (64) (98) (63) 171 (54) (476) 94 106 89 (187) 110 — Interest expense, net 163 157 159 154 633 153 511 555 558 1,777 571 574 Operating income (loss) 396 779 329 508 2,012 353 (3,639) (2,190) (1,894) (7,370) (557) (906) Impairments and (gain) loss on dispositions — (72) — 1 (71) — 4 43 70 117 31 6 Restructuring 15 7 7 3 32 5 1,033 1,521 1,198 3,757 95 146 Depreciation and amortization 361 341 341 539 1,582 525 2,266 2,233 2,169 7,193 2,058 1,914 Employee share-based compensation 61 27 36 43 167 57 147 113 93 410 106 135 Transaction and integration costs 4 35 13 43 95 87 983 59 66 1,195 47 47 Facility consolidation costs — — — — — — — — — — — 23 Amortization of fair value step-up for content — — — — — — 870 645 901 2,416 831 762 Amortization of capitalized interest for content — — — — — — — — — — — 22 Adjusted EBITDA(1)(*) $ 837 $ 1,117 $ 726 $ 1,137 $ 3,817 $ 1,027 $ 1,664 $ 2,424 $ 2,603 $ 7,718 $ 2,611 $ 2,149 (*) A non-GAAP financial measure; see the Notes and Definitions section for additional details. The information in the above table presents WBD's financial results based on its Merger with the WarnerMedia Business completed on 4/8/22. For the periods ended 3/31/21 through 3/31/22, the table represents Discovery, Inc. financial results. For the period ended 6/30/22, the table represents Discovery, Inc. financial results for 4/1/22 - 4/8/22, and the combined business's financial results for 4/9/22 - 6/30/22. For the periods ended 9/30/22 and beyond, the table represents Warner Bros. Discovery.

Studios segment Unaudited; in millions Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 Revenues: Distribution $ 3 $ 5 $ 2 $ 4 $ 14 $ 5 $ 5 $ 4 $ 4 $ 18 $ 3 $ 3 Advertising 21 27 35 40 123 9 10 8 (3) 24 3 4 Content 3,069 3,197 3,173 4,917 14,356 3,352 3,187 2,884 3,631 13,054 3,027 2,398 Other 81 104 143 188 516 138 162 192 210 702 179 176 Total revenues 3,174 3,333 3,353 5,149 15,009 3,504 3,364 3,088 3,842 13,798 3,212 2,581 Costs of revenues, excluding depreciation and amortization 2,092 2,244 2,050 3,206 9,592 2,065 2,334 1,756 2,547 8,702 1,959 1,645 Selling, general and administrative 652 650 747 723 2,772 629 621 570 527 2,347 646 630 Adjusted EBITDA(1) $ 430 $ 439 $ 556 $ 1,220 $ 2,645 $ 810 $ 409 $ 762 $ 768 $ 2,749 $ 607 $ 306 The information in the above table for the three months ended March 31, 2021 through the three months ended December 31, 2022 present WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content. For the three months ended March 31, 2023 and subsequent periods, the above table presents WBD's actual financial results based on the Merger completion date of 4/8/22.

Networks segment Unaudited; in millions Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 Revenues: Distribution $ 3,162 $ 3,087 $ 3,065 $ 3,015 $ 12,329 $ 3,132 $ 3,012 $ 2,924 $ 2,874 $ 11,942 $ 2,995 $ 2,941 Advertising 2,646 2,796 2,268 2,683 10,393 2,632 2,802 1,944 2,226 9,604 2,237 2,448 Content 307 219 456 292 1,274 515 241 277 307 1,340 245 284 Other 46 62 81 45 234 53 66 69 112 300 104 85 Total revenues 6,161 6,164 5,870 6,035 24,230 6,332 6,121 5,214 5,519 23,186 5,581 5,758 Costs of revenues, excluding depreciation and amortization 2,492 2,727 2,380 2,425 10,024 2,950 3,020 1,906 2,278 10,154 2,594 2,849 Selling, general and administrative 794 755 778 892 3,219 796 744 678 763 2,981 694 743 Adjusted EBITDA(1) $ 2,875 $ 2,682 $ 2,712 $ 2,718 $ 10,987 $ 2,586 $ 2,357 $ 2,630 $ 2,478 $ 10,051 $ 2,293 $ 2,166 The information in the above table for the three months ended March 31, 2021 through the three months ended December 31, 2022 present WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content. For the three months ended March 31, 2023 and subsequent periods, the above table presents WBD's actual financial results based on the Merger completion date of 4/8/22.

DTC segment Unaudited; in millions, except for ARPU(2) Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 Revenues: Distribution $ 1,919 $ 2,176 $ 2,246 $ 2,097 $ 8,438 $ 2,211 $ 2,164 $ 2,062 $ 2,084 $ 8,521 $ 2,165 $ 2,192 Advertising 19 37 54 70 180 81 97 106 123 407 103 121 Content 112 136 194 191 633 221 143 145 243 752 185 410 Other 6 3 3 2 14 2 6 4 1 13 2 9 Total revenues 2,056 2,352 2,497 2,360 9,265 2,515 2,410 2,317 2,451 9,693 2,455 2,732 Costs of revenues, excluding depreciation and amortization 1,496 1,655 1,768 1,938 6,857 1,994 2,065 2,118 2,011 8,188 1,815 1,951 Selling, general and administrative 1,077 1,008 1,038 1,150 4,273 1,175 903 833 657 3,568 590 784 Adjusted EBITDA(1) $ (517) $ (311) $ (309) $ (728) $ (1,865) $ (654) $ (558) $ (634) $ (217) $ (2,063) $ 50 $ (3) Subscriber Metrics 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 Global Max, HBO Max, HBO, and Discovery+ Subscribers(3) 76.1 80.0 86.2 86.2 90.6 92.2 95.0 96.1 96.1 97.6 95.8 Global ARPU $ 7.58 $ 7.38 $ 7.39 $ 7.48 $ 7.71 Domestic Subscribers 49.8 48.9 51.2 51.2 53.4 53.1 53.6 54.6 54.6 55.3 54.0 Domestic ARPU $ 10.54 $ 10.66 $ 10.83 $ 10.82 $ 11.09 International Subscribers 26.3 31.1 34.9 34.9 37.2 39.2 41.4 41.5 41.5 42.3 41.8 International ARPU $ 3.51 $ 3.37 $ 3.28 $ 3.48 $ 3.65 The information in the above table for the three months ended March 31, 2021 through the three months ended December 31, 2022 present WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content. For the three months ended March 31, 2023 and subsequent periods, the above table presents WBD's actual financial results based on the Merger completion date of 4/8/22.

Corporate, and Inter-segment Eliminations Unaudited; in millions Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending Corporate Segment 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 Adjusted EBITDA(1) $ (278) $ (341) $ (326) $ (406) $ (1,351) $ (357) $ (405) $ (340) $ (451) $ (1,553) $ (355) $ (245) Pro Forma Combined Actual 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending Inter-segment Eliminations 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 Inter-segment revenue eliminations $ (675) $ (648) $ (751) $ (1,145) $ (3,219) $ (926) $ (1,088) $ (785) $ (832) $ (3,631) $ (548) $ (712) Inter-segment expense eliminations (682) (679) (786) (1,082) (3,229) (922) (1,051) (791) (857) (3,621) (564) (637) Adjusted EBITDA(1) $ 7 $ 31 $ 35 $ (63) $ 10 $ (4) $ (37) $ 6 $ 25 $ (10) $ 16 $ (75) The information in the above table for the three months ended March 31, 2021 through the three months ended December 31, 2022 present WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization. For the three months ended March 31, 2023 and subsequent periods, the above table presents WBD's actual financial results based on the Merger completion date of 4/8/22.

Free Cash Flow (non-GAAP); Net debt (non- GAAP) Reported unless where otherwise noted; unaudited; in millions Reported 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 3/31/23 6/30/23 Reported Free Cash Flow: Cash provided by (used for) operating activities $ 269 $ 834 $ 811 $ 884 $ 2,798 $ 323 $ 1,011 $ 124 $ 2,846 $ 4,304 $ (631) $ 2,014 Less: Purchases of property and equipment (90) (77) (106) (100) (373) (85) (222) (316) (364) (987) (299) (292) Reported Free Cash Flow(4)(*) $ 179 $ 757 $ 705 $ 784 $ 2,425 $ 238 $ 789 $ (192) $ 2,482 $ 3,317 $ (930) $ 1,722 Reported Gross to Net Debt: Current portion of debt $ 351 $ 585 $ 349 $ 339 $ 339 $ 794 $ 1,097 $ 1,257 $ 365 $ 365 $ 3,496 $ 3,001 Plus: Noncurrent portion of debt 15,115 14,899 14,868 14,848 14,848 14,030 51,662 48,887 48,911 48,911 45,719 44,563 Plus: Finance leases 222 217 266 255 255 249 284 268 268 268 251 246 Reported Gross Debt(5)(*) $ 15,688 $ 15,701 $ 15,483 $ 15,442 $ 15,442 $ 15,073 $ 53,043 $ 50,412 $ 49,544 $ 49,544 $ 49,466 $ 47,810 Less: Cash and cash equivalents 2,008 2,834 3,126 3,905 3,905 4,165 3,896 2,513 3,930 3,930 2,639 3,077 Reported Net Debt(6)(*) $ 13,680 $ 12,866 $ 12,358 $ 11,544 $ 11,544 $ 10,910 $ 49,147 $ 47,899 $ 45,614 $ 45,614 $ 46,827 $ 44,733 LTM EBITDA(7)(*) 3,920 3,910 3,682 3,817 3,817 4,007 9,556 9,312 9,174 9,174 9,404 9,787 LTM Gross Leverage Ratio(8)(*) 4.0x 4.0x 4.2x 4.0x 4.0x 3.8x 5.6x 5.4x 5.4x 5.4x 5.3x 4.9x LTM Net Leverage Ratio(9)(*) 3.5x 3.3x 3.4x 3.0x 3.0x 2.7x 5.1x 5.1x 5.0x 5.0x 5.0x 4.6x (*) A non-GAAP financial measure; see the Notes and Definitions section for additional details and the below reconciliations. For the periods ending 3/31/21 through 3/31/22, LTM EBITDA is based on historical Discovery, Inc. standalone Adjusted OIBDA. For the periods ending 6/30/22 through 12/31/22, LTM EBITDA is based on pro forma combined Adjusted EBITDA contained in this trending schedule. For the period ending 3/31/23, LTM EBITDA is based on pro forma combined Adjusted EBITDA for the periods ending 6/30/22 through 12/31/22 and actual Adjusted EBITDA for the period ending 3/31/23. For more information, please refer note seven (7) in the Notes and Definitions as well as the New Financial Measures disclosure.

2021 & 2022 Pro forma combined consolidated statement of operations (GAAP income statement) Unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 Revenues: Distribution $ 5,084 $ 5,268 $ 5,313 $ 5,116 $ 20,781 $ 5,348 $ 5,181 $ 4,990 $ 4,962 $ 20,481 Advertising 2,660 2,825 2,343 2,761 10,589 2,710 2,899 2,042 2,285 9,936 Content 2,835 2,942 3,108 4,307 13,192 3,174 2,510 2,531 3,442 11,657 Other 143 176 216 229 764 209 233 260 319 1,021 Total revenues 10,722 11,211 10,980 12,413 45,326 11,441 10,823 9,823 11,008 43,095 Costs and expenses: Costs of revenues, excluding depreciation and amortization 6,275 6,715 6,073 6,910 25,973 6,497 7,145 5,399 6,526 25,567 Selling, general and administrative 3,714 2,812 3,003 3,474 13,003 3,338 2,985 2,589 2,511 11,423 Depreciation and amortization 2,163 2,071 1,999 2,123 8,356 1,942 1,846 1,768 1,671 7,227 Restructuring 106 7 7 2 122 4 944 1,521 1,198 3,667 Impairments and (gain) loss on dispositions — (72) 223 1 152 — 4 43 70 117 Total costs and expenses 12,258 11,533 11,305 12,510 47,606 11,781 12,924 11,320 11,976 48,001 Operating loss (1,536) (322) (325) (97) (2,280) (340) (2,101) (1,497) (968) (4,906) Interest expense, net (678) (720) (657) (604) (2,659) (598) (565) (568) (561) (2,292) Other income (expense), net 138 277 (24) (223) 168 577 (76) (106) (89) 306 (Loss) before income taxes (2,076) (765) (1,006) (924) (4,771) (361) (2,742) (2,171) (1,618) (6,892) Income tax benefit 280 421 291 220 1,212 81 896 398 232 1,607 Net (loss) (1,796) (344) (715) (704) (3,559) (280) (1,846) (1,773) (1,386) (5,285) Net income attributable to noncontrolling interests (50) (47) (41) (53) (191) (19) (11) (22) (22) (74) Net (loss) available to Warner Bros. Discovery, Inc. $ (1,846) $ (391) $ (756) $ (757) $ (3,750) $ (299) $ (1,857) $ (1,795) $ (1,408) $ (5,359) The information in the above table presents WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content, included within Cost of Revenues.

2021 & 2022 Pro forma combined reconciliation of net income to adjusted earnings before interest, taxes, depreciation and amortization (non-GAAP) Unaudited; in millions Pro Forma Combined 3 Months Ending 12 Months Ending 3 Months Ending 12 Months Ending 3/31/21 6/30/21 9/30/21 12/31/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 12/31/22 Net loss available to Warner Bros. Discovery, Inc. $ (1,846) $ (391) $ (756) $ (757) $ (3,750) $ (299) $ (1,857) $ (1,795) $ (1,408) $ (5,359) Net income attributable to noncontrolling interests 50 47 41 53 191 19 11 22 22 74 Net income (1,796) (344) (715) (704) (3,559) (280) (1,846) (1,773) (1,386) (5,285) Income tax (benefit) (280) (421) (291) (220) (1,212) (81) (896) (398) (232) (1,607) Other (income) expense, net (138) (277) 24 223 (168) (577) 76 106 89 (306) Interest expense, net 678 720 657 604 2,659 598 565 568 561 2,292 Operating loss (1,536) (322) (325) (97) (2,280) (340) (2,101) (1,497) (968) (4,906) Impairments and (gain) loss on dispositions — (72) 223 1 152 — 4 43 70 117 Restructuring 106 7 7 2 122 4 944 1,521 1,198 3,667 Depreciation and amortization 2,163 2,071 1,999 2,123 8,356 1,942 1,846 1,768 1,671 7,227 Employee share-based compensation 200 112 86 88 486 113 115 113 93 434 Transaction and integration costs 793 36 124 280 1,233 305 201 59 66 631 Facility consolidation costs — — — — — — — — — — Amortization of fair value step-up for content 791 668 554 344 2,357 357 757 417 473 2,004 Amortization of capitalized interest for content — — — — — — — — — — Adjusted EBITDA(1)(*) $ 2,517 $ 2,500 $ 2,668 $ 2,741 $ 10,426 $ 2,381 $ 1,766 $ 2,424 $ 2,603 $ 9,174 (*) A non-GAAP financial measure; see the Notes and Definitions section for additional details. The information in the above table presents WBD's financial results as if the Merger had been completed on 1/1/21 rather than on 4/8/22. Items impacted by this pro forma presentation are primarily related to Purchase Price Amortization, included within depreciation and amortization, and Amortization of Fair Value Step-up for Content.

Notes & Definitions 1). Adjusted EBITDA - The Company evaluates the operating performance of its operating segments based on financial measures such as revenues and Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding: (i) employee share-based compensation, (ii) depreciation and amortization, (iii) restructuring and facility consolidation, (iv) certain impairment charges, (v) gains and losses on business and asset dispositions, (vi) certain inter-segment eliminations, (vii) third-party transaction and integration costs, (viii) amortization of purchase accounting fair value step-up for content, (ix) amortization of capitalized interest for content, and (x) other items impacting comparability. The Company uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. The Company believes Adjusted EBITDA is relevant to investors because it allows them to analyze the operating performance of each segment using the same metric management uses. The Company excludes employee share-based compensation, restructuring, certain impairment charges, gains and losses on business and asset dispositions, and transaction and integration costs from the calculation of Adjusted EBITDA due to their impact on comparability between periods. Integration costs include transformative system implementations and integrations, such as Enterprise Resource Planning systems, and may take several years to complete. The Company also excludes the depreciation of fixed assets and amortization of intangible assets, amortization of purchase accounting fair value step-up for content, and amortization of capitalized interest for content, as these amounts do not represent cash payments in the current reporting period. Certain corporate expenses and inter-segment eliminations related to production studios are excluded from segment results to enable executive management to evaluate segment performance based upon the decisions of segment executives. Adjusted EBITDA should be considered in addition to, but not a substitute for, operating income, net income, and other measures of financial performance reported in accordance with U.S. GAAP. 2). Average Revenue Per Subscriber ("ARPU") - The Company defines DTC Average Revenue Per User ("ARPU") as total subscription revenue plus net advertising revenue for the period divided by the daily- average number of paying subscribers for the period. Where daily values are not available, the sum of beginning of period and end of period divided by two is used. Excluded from the ARPU calculation are: (i) Max/HBO Hotel and Bulk Institution subscription revenue and subscribers (i.e., subscribers billed on a bulk basis); (ii) Cinemax subscription revenue and subscribers; (iii) HBO Basic subscription revenue and subscribers (International-only); (iv) Non-discovery+ DTC revenue and subscribers; and (v) Non-Core discovery+ revenue and subscribers, and (vi) 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. 3). Direct-to-Consumer ("DTC") subscriber - We define a “Core Direct-to-Consumer ("DTC") Subscription” as: (i) a retail subscription to discovery+, HBO, HBO Max, or 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, HBO Max, or 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, HBO Max, or 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 Core 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, HBO Max, and 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. Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada. International subscriber - We define an International subscriber as a subscription based outside of the United States of America or Canada. 4). Free Cash Flow - The Company defines free cash flow as cash flow from operations less acquisitions of property and equipment. The Company believes free cash flow is an important indicator for management and investors of the Company’s liquidity, including its ability to reduce debt, make strategic investments, and return capital to stockholders. For the periods ended March 31, 2021 (3/31/21) through March 31, 2022 (3/31/22), Reported Free Cash Flow represents standalone Discovery, Inc. Free Cash Flow. For the period ended June 30, 2022 (6/30/22), Reported Free Cash Flow represents results for Discovery, Inc. for April 1 - June 30, 2022, and the WarnerMedia Business for April 9 - June 30, 2022. For the periods ended September 30, 2022 (9/30/22) and beyond, Reported Free Cash Flow represents results for Warner Bros. Discovery 5). Gross Debt - The Company defines gross debt as total debt plus finance leases. The Company uses gross debt to monitor and evaluate the Company's overall liquidity, financial flexibility and leverage. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. 6). Net Debt - The Company defines net debt as total debt plus finance leases less cash and cash equivalents, and restricted cash. The Company uses net debt to monitor and evaluate the Company's overall liquidity, financial flexibility and leverage. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. 7). LTM EBITDA - LTM EBITDA is calculated by summing the most recent four quarters of Adjusted EBITDA. For the periods ended March 31, 2021 (3/31/21) through March 31, 2022 (3/31/22), LTM EBITDA is calculated using a four period sum of standalone Discovery, Inc. Adjusted OIBDA. Historical Discovery, Inc. Adjusted OIBDA and reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. For the periods ended June 30, 2022 (6/30/22) through December 31, 2022 (12/31/22), LTM EBITDA is calculated using a four period sum of pro forma combined Adjusted EBITDA. Pro forma combined Adjusted EBITDA and reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. For the period ended June 30, 2023 (3/31/23), LTM EBITDA is calculated using a four period sum using: Pro forma combined Adjusted EBITDA for the periods ended September 30, 2022, and December 31,2022; and Actual Adjusted EBITDA for the periods ended March 31, 2023, and June 30, 2023. Pro forma combined Adjusted EBITDA, Actual Adjusted EBITDA and reconciliations between the non-GAAP financial measures and the closest GAAP financial measures are available in the trending schedules and in the "Quarterly Results" section of the Warner Bros. Discovery, Inc. investor relations website at: https://ir.wbd.com. 8). LTM Gross Leverage Ratio - The Company defines LTM Gross Leverage ratio as dividing gross debt by LTM EBITDA. The Company uses LTM gross leverage ratio to monitor and evaluate the Company's overall liquidity, financial flexibility and leverage. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition. 9). LTM Net Leverage Ratio - The Company defines LTM Net Leverage ratio as dividing net debt by LTM EBITDA. The Company uses LTM net leverage ratio to monitor and evaluate the Company's overall liquidity, financial flexibility and leverage. The Company believes this measure is relevant to investors as it is a financial measure frequently used in evaluating a company's financial condition.

EX-99.3

1009287107v11 FOR IMMEDIATE RELEASE August 3, 2023 Investor Contacts: Andrew Slabin Andrew.Slabin@wbd.com 212-548-5544 Peter Lee Peter.Lee@wbd.com 212-548-5907 Media Contact: Nathaniel Brown Nathaniel.Brown@wbd.com 212-548-5959 Warner Bros. Discovery Announces Commencement of Cash Tender Offers for Any and All 4.050% Senior Notes due 2023 Issued by Warner Media, LLC 7.570% Senior Notes due 2024 Issued by Historic TW Inc. 3.800% Senior Notes due 2024 Issued by Discovery Communications, LLC 3.528% Senior Notes due 2024 Issued by WarnerMedia Holdings, Inc. 3.428% Senior Notes due 2024 Issued by WarnerMedia Holdings, Inc. 3.550% Senior Notes due 2024 Issued by Warner Media, LLC New York, New York -- Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) today announced that, in connection with the Company’s previously announced plan to reduce debt, its wholly-owned subsidiaries, Warner Media, LLC, Historic TW Inc., Discovery Communications, LLC and WarnerMedia Holdings, Inc. (each an “Issuer” and together, the “Issuers”), have commenced cash tender offers (each, a “Tender Offer” and together, the “Tender Offers”) to purchase any and all of the respective Issuer’s outstanding notes described in the table below (together, the “Notes”), for the consideration listed in the table below. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase (as defined below). Issuer/ Offeror Title of Security Aggregate Principal Amount Outstanding CUSIP Reference U.S Treasury Security Bloomberg Reference Page/ Screen(1) Fixed Spread (basis points) Warner Media, LLC 4.050% Senior Notes due 2023 $67,262,000 887317AR6 0.125% UST due December 15, 2023 FIT3 +25 Historic TW Inc. 7.570% Senior Notes due 2024 $32,782,000 887315BH1 2.500% UST due January 31, 2024 FIT3 +30 Discovery Communications, LLC 3.800% Senior Notes due 2024 $383,192,000 25470DAM1 0.250% UST due March 15, 2024 FIT3 +30 WarnerMedia Holdings, Inc. 3.528% Senior Notes due 2024 $499,290,000 U56632AK6 55903VAV5 0.250% UST due March 15, 2024 FIT3 +30

1009287107v11 WarnerMedia Holdings, Inc. 3.428% Senior Notes due 2024 $1,649,358,000 55903VAC7 U55632AB6 55903VAW3 0.250% UST due March 15, 2024 FIT3 +30 Warner Media, LLC 3.550% Senior Notes due 2024 $54,014,000 887317AV7 2.500% UST due May 31, 2024 FIT3 +35 (1) The Bloomberg Reference Page/Screen is provided for convenience only. To the extent any Bloomberg Reference Page/Screen changes prior to the Price Determination Time, the Dealer Managers referred to below will quote the applicable Reference U.S. Treasury Security from the updated Bloomberg Reference Page/Screen. Each Tender Offer will expire at 5:00 p.m., New York City time, on August 9, 2023, unless extended or earlier terminated (the “Expiration Time”). Holders who have validly tendered their Notes may withdraw such Notes at any time at or prior to the Expiration Time. The Guaranteed Delivery Date is expected to be August 11, 2023. Each Issuer expects to pay the applicable consideration for Notes validly tendered, and not validly withdrawn at or prior to the Expiration Time, on August 14, 2023 (the “Settlement Date”). Each Tender Offer is conditioned upon satisfaction of certain conditions, but none of the Tender Offers is conditioned upon completion of any of the other Tender Offers. The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase, dated August 3, 2023 (the “Offer to Purchase”), and in the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”), along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Tender Offers. The Issuers have retained BofA Securities, Inc., Citigroup Global Markets Inc. and RBC Capital Markets, LLC to act as the Dealer Managers in connection with the Tender Offers. Copies of the Tender Offer Documents may be obtained from D.F. King & Co., Inc., the Tender and Information Agent for the Tender Offers, by phone at +1 (212) 269-5550 (banks and brokers) or +1 (877) 283-0322 (all others), by email at WBD@dfking.com or online at www.dfking.com/WBD. Questions regarding the Tender Offers may also be directed to the Dealer Managers as set forth below: BofA Securities, Inc. 620 South Tryon Street, 20th Floor Charlotte, North Carolina 28255 Attention: Liability Management Collect: +1 (980) 387-3907 Toll-Free: +1 (888) 292-0070 Email: debt_advisory@bofa.com Citigroup Global Markets Inc. 388 Greenwich Street, Trading 4th Floor New York, New York 10013 Attention: Liability Management Group Collect: +1 (212) 723-6106 Toll-Free: +1 (800) 558-3745 RBC Capital Markets, LLC Brookfield Place 200 Vesey Street, 8th Floor New York, New York 10281 Attention: Liability Management Toll Free: +1 877 381 2099 Collect +1 212 618 7843 Email:liability.management@rbccm.com This news release must be read in conjunction with the Offer to Purchase. This news release and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offers. If you are in any doubt as to the contents of this news release or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, legal and tax advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, commercial bank, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the applicable Tender Offer. None of the Issuers, the Tender and Information Agent or any of the Dealer Managers, nor any of their respective affiliates, is acting for any holder of Notes, or will be responsible to any holder of Notes for providing any protections which

1009287107v11 would be afforded to its clients or for providing advice in relation to any of the Tender Offers, and accordingly none of the Tender and Information Agent or any of the Dealer Managers, nor any of their respective affiliates, assumes any responsibility for the accuracy of any information concerning any of the Issuers, the Company or the Notes or any failure by any of the Issuers to disclose information with regard to the Issuer, the Company or the Notes which is material in the context of the applicable Tender Offer and which is not otherwise publicly available. The Company reserves the right from time to time to purchase any of the Notes that remain outstanding after the Expiration Time through open market purchases, privately negotiated transactions, tender offers or otherwise (each of which to be upon such terms and at such prices as the Company may determine, which may be more or less than the price to be paid pursuant to the applicable Tender Offer). The Company may also redeem any of the Notes that remain outstanding after the Expiration Time pursuant to the terms of the applicable indenture governing such Notes. In addition, the Company may from time to time seek to prepay, retire or purchase its other outstanding indebtedness through prepayments, redemptions, open market purchases, privately negotiated transactions, tender offers or otherwise. Any such repurchases or exchanges will be dependent upon several factors, including the Company’s liquidity requirements, contractual restrictions, general market conditions, as well as applicable regulatory, legal and accounting factors. Whether or not the Company repurchases or exchanges any debt and the size and timing of any such repurchases or exchanges will be determined at its discretion. This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Tender Offers are being made only by, and pursuant to the terms of, the Tender Offer Documents. The Tender Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be made by any of the Dealer Managers on behalf of the Issuer. None of the Issuers, the Tender and Information Agent or any of the Dealer Managers, nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. About Warner Bros. Discovery: Warner Bros. Discovery (Nasdaq: WBD) is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of content and brands across television, film and streaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, Max, discovery+, CNN, DC, Eurosport, HBO, HBO Max, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Pictures, Warner Bros. Television, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. This press release contains certain “forward-looking statements.” These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Company as of the date hereof. The Company’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the acceptance of any tendered Notes, the expiration and settlement of the Tender Offers, the satisfaction of conditions to the Tender Offers, whether the Tender Offers will be consummated in accordance with the terms set forth in the Tender Offer Documents or at all and the timing of any of the foregoing, as well as the risk factors disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2023. Forward-looking statements in

1009287107v11 this release include, without limitation, statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. ### Source: Warner Bros. Discovery, Inc.

XML

Cover Page	Aug. 03, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 03, 2023
Entity Registrant Name	Warner Bros. Discovery, Inc.
Entity File Number	001-34177
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	35-2333914
Entity Address, Address Line One	230 Park Avenue South
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	212
Local Phone Number	548-5555
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001437107
Amendment Flag	false
Title of 12(b) Security	Series A Common Stock
Trading Symbol	WBD
Security Exchange Name	NASDAQ