Warner Bros. Discovery, Inc.
TypePublic
ISINUS9344231041
Industry
Predecessors
FoundedApril 8, 2022 (2022-04-08)
Headquarters230 Park Avenue South,
New York City 10003
,
U.S.
Area served
Worldwide
Key people
Products
Services
RevenueIncrease US$33.8 billion (2022)[2]
Decrease US$−8.96 billion (2022)[2]
Decrease US$−7.29 billion (2022)[2]
Total assets Increase US$134.00 billion (2022)[2]
Total equityIncrease US$48.35 billion (2022)[2]
OwnerAdvance Publications (8%)[3]
Number of employees
37,500 (2022)[4]
Divisions
Subsidiaries
Websitewbd.com
Footnotes / references
[4]

Warner Bros. Discovery, Inc. (WBD) is an American multinational mass media and entertainment conglomerate headquartered in New York City. It was formed from WarnerMedia's spin-off by AT&T and merger with Discovery, Inc. on April 8, 2022.

The company's properties are divided into nine business units, consisting of the flagship Warner Bros. film and television studios, comic book publisher DC Comics, Home Box Office, Inc. (including HBO, Cinemax and Magnolia Network), U.S. Networks Group (including the majority of the advertisement-supported cable channels of its predecessors, namely Discovery, Scripps Networks, Turner Broadcasting, and Warner), CNN Worldwide (which includes CNN and CNN International), TNT Sports (including Motor Trend Group, TNT Sports UK, and Eurosport), Global Streaming & Interactive Entertainment (which includes the Discovery+ and Max streaming services, as well as the video game publisher Warner Bros. Games), and International Networks. It also holds a minority stake in The CW and a majority stake in Television Food Network, G.P. (comprising Food Network and Cooking Channel), all of which exist alongside Nexstar Media Group, with Paramount Global also holding a minority stake in The CW.

Background

2019–2022 WarnerMedia logo

Warner Bros., Turner Broadcasting System, Scripps Networks Interactive and Discovery, Inc. have conjoined histories. Warner Bros. was founded on April 4, 1923, by four brothers, Harry, Albert, Sam, and Jack Warner. The company established itself as a leader in the American film industry[5] before diversifying into animation, television, and video games and is one of the "Big Five" American film studios, as well as a member of the Motion Picture Association (MPA). In 1965, Turner Broadcasting System was founded by Ted Turner and based in Atlanta, Georgia. A year later, Kinney National Company came into existence and its media division became Warner Communications before merging with Time Inc. in 1990 to become Time Warner. During its time as Warner Communications, the company made a number of further acquisitions.

2018–2022 Discovery, Inc. logo

In 1979, Warner formed a joint venture with credit card company American Express called Warner-Amex Satellite Entertainment. This company owned such cable channels as MTV, Nickelodeon, The Movie Channel, and VH1 (which was launched in 1985 on the channel space left by Turner's Cable Music Channel). Warner bought out American Express's half in 1984 and sold the venture a year later to the original iteration of Viacom, which renamed it MTV Networks (now known as Paramount Media Networks). In 1982, Warner purchased Popular Library from CBS Publications. Meanwhile, Cable Education Network was founded in 1985 and was renamed to Discovery Communications in 1994. Scripps Networks Interactive was founded in 2008 spun off from E. W. Scripps Company's cable division.

In 1996, Time Warner acquired the Turner Broadcasting System; but the company later merged with AOL to form AOL Time Warner in 2001 and reverted to the Time Warner name in 2003. Time Warner spun off its cable division (later known as Spectrum owned by Charter Communications) and AOL (now owned by Yahoo! Inc.) in 2009 and Time Inc. was spun out in 2013, which was later acquired by Meredith Corporation and is now known as Dotdash Meredith. In 2018, Discovery Communications acquired Scripps Networks Interactive and was renamed to Discovery, Inc. while AT&T acquired Time Warner. In 2019, AT&T dissolved the Turner Broadcasting System as part of its reorganization of its media assets.

History

Formation (2021–2022)

The company's initial wordmark logo

On May 16, 2021, Bloomberg News reported that AT&T was considering an offer to divest equity interest in their media subsidiary WarnerMedia (the former Time Warner, which AT&T acquired in 2018 for just over $85 billion in an attempt to become a vertically integrated media conglomerate), and have it merge with Discovery, Inc. to form a new publicly traded company.[6][7] AT&T and Discovery officially confirmed the agreement the next day; the merger would be structured as a Reverse Morris Trust, with AT&T shareholders holding a 71% interest in the new company's stock and appointing seven board members, and Discovery shareholders holding a 29% interest and appointing six board members. AT&T would receive US$43 billion in cash and debt from the divestment. The merger was expected to be completed in mid-2022.[8][9][10]

The new company would be led by Discovery's current CEO, David Zaslav; WarnerMedia's CEO Jason Kilar's position in the new company was uncertain.[8] Zaslav stated that the two companies would spend a combined US$20 billion annually on content (outpacing even Netflix). The company will aim to expand their streaming services, which includes WarnerMedia's Max, to reach 400 million global subscribers.[9] It was stated that the company would aim to achieve $3 billion in cost savings via synergies within two years.[11]

On June 1, 2021, it was announced that the merged company would be known as Warner Bros. Discovery, and an interim wordmark was unveiled with the tagline "The stuff that dreams are made of"—a quote from the 1941 Warner Bros. film The Maltese Falcon. Zaslav explained that the company aimed to be the "most innovative, exciting and fun place to tell stories in the world", and would combine Warner Bros.' "fabled hundred-year legacy of creative, authentic storytelling and taking bold risks to bring the most amazing stories to life" with Discovery's "integrity, innovation and inspiration."[12][13]

In an SEC Filing on November 18, 2021, Discovery Inc. revealed that talks with AT&T had fallen through, in April 2021, due to disagreements over the ownership of the new company between AT&T and Discovery shareholders, and the amount of debt transferred to Discovery when they merged with WarnerMedia, before talks resumed on May 17, 2021.[14]

In November 2021, during an earnings call, Discovery Streaming CEO JB Perrette discussed possible options for its Discovery+ streaming service post-merger, including bundling the service with HBO Max and eventually merging them under a single platform with a mixture of both companies' technologies. He also noted that WBD may prioritize launching Discovery+ and HBO Max as a unified platform in markets where Discovery+ has yet to launch, such as another parts of the Asia-Pacific.[15] On March 14, 2022, Discovery CFO Gunnar Wiedenfels—who would assume the same position post-merger—confirmed that such a transition was a long-term goal.[16]

On December 22, 2021, the transaction was approved by the European Commission.[17][18] On January 5, 2022, The Wall Street Journal reported that WarnerMedia and Paramount Global (at the time named ViacomCBS) were exploring a possible sale of either a majority stake or all of The CW, and that Nexstar Media Group was considered a leading bidder.[19] The reports also indicated that WarnerMedia and ViacomCBS could include a contractual commitment that would require any new owner to buy new programming from those companies, allowing them to reap some continual revenue through the network.[20] The CW's then-president-and-CEO Mark Pedowitz confirmed talks of a potential sale in a memo to CW staffers, but added that "It's too early to speculate what might happen."[21][22]

On January 26, 2022, AT&T CEO John Stankey stated that the merger was expected to close sometime during the second quarter of 2022.[23][24] On February 1, 2022, it was reported that AT&T had finalized the structure of the merger: WarnerMedia would be spun off pro rata to AT&T's shareholders, and then merge into Discovery Inc. to form the new company.[25][26] The transaction was approved by the Brazilian antitrust regulator Cade on February 7,[27] followed by the United States Department of Justice on February 9.[28] On March 11, 2022, the merger was approved by Discovery's shareholders. Due to the structure of the merger, it did not require separate approval from AT&T shareholders.[29][30]

Beginning of operations (2022–present)

In an SEC filing on March 25, 2022, AT&T stated that two-way trading of WBD stock with that of AT&T would begin on April 4, 2022, and that a special dividend would be issued the next day to give AT&T shareholders a 0.24 share in WBD for each share of AT&T common stock they hold.[31][32] The merger was officially completed on April 8, 2022, with trading beginning on the Nasdaq on April 11.[33] At this time the company unveiled its final logo, designed by Chermayeff & Geismar & Haviv, which features a rendition of Warner Bros.' long-time shield logo.[34]

The combined company retained several top executives from WarnerMedia, including film and television heads Toby Emmerich and Channing Dungey, and HBO and HBO Max chief content officer (CCO) Casey Bloys. Most of the company's top executive roles are filled by their Discovery counterparts, including Gunnar Wiedenfels as Warner Bros. Discovery's chief financial officer (CFO), JB Perrette as president and CEO of global streaming and interactive, and Discovery's chief lifestyle brands officer Kathleen Finch—whose role has been expanded to cover most of the combined company's U.S. linear networks, besides CNN (which was taken over by Chris Licht, replacing the outgoing Jeff Zucker), Magnolia Network (which reports to Bloys, after having previously reported directly to Zaslav under Discovery), and the Turner Sports unit (which would be overseen by the newly-formed Warner Bros. Discovery Sports division).[35][36][37]

In an introductory town hall featuring Oprah Winfrey as host, Zaslav stated that the combined company would need to have "one culture" that "starts with people feeling safe, people feeling valued for who they are", as opposed what he described as a culture of internal competition between WarnerMedia's businesses.[38] He also expected that "investment avoidance" via the consolidation of redundant business units (such as streaming) and staff would be one of the main ways that the company would achieve its promised $3 billion in cost savings.[39] On April 21, 2022, Licht and Perrette announced the shutdown of CNN's streaming service CNN+, which had only launched two weeks prior to the completion of the merger; the new leadership considered it to be incompatible with their goal of a unified streaming service for all WBD properties.[40][41][42]

In an investors' call on April 26 (concurrent with the first quarter earnings reports for Discovery Inc., its last prior to the merger), Zaslav contrasted the company's streaming businesses with those of Netflix (whose stock saw a decline after a quarterly loss in subscribers), describing Warner Bros. Discovery as being a "far more balanced and competitive company" that would "invest at scale smartly" and not "overspend" on growth and that its streaming businesses would complement its linear television. He stated that HBO Max had "meaningful subscriber churn", and that the planned merger of it with Discovery+ would help to reduce it by offering a broader array of content.[43] It was reported that the company had also suspended scripted development at TBS and TNT, to evaluate their strategies moving forward.[44] The following day, Zaslav purchased approximately $1 million worth of WBD stock.[45]

On May 11, 2022, Warner Bros. Discovery eliminated several executive positions carried over from WarnerMedia, including Kids, Young Adults and Classics head Tom Ascheim, and general manager of TBS, TNT, and TruTV head Brett Weitz. These networks would be overseen by Finch as head of U.S. Networks, while the studios under the Kids, Young Adults and Classics division (Warner Bros. Animation, Cartoon Network Studios and Williams Street) was moved under Warner Bros. Television.[46][47][48] The same day, it announced an agreement with British telecom company BT Group for it to contribute its BT Sport channels into a 50/50 joint venture with its UK Eurosport channels, and eventually merge them.[49][50]

On June 1, 2022, Warner Bros. Pictures head Toby Emmerich announced that he would step down and establish a new studio, which will be funded by and have an exclusive, five-year distribution deal with Warner Bros. Pictures.[51] Warner Bros. Pictures was then divided into three business units with their own leadership: former MGM executives Michael De Luca and Pamela Abdy became the co-chairs of Warner Bros. Pictures and New Line Cinema, and temporarily oversaw the DC Films and Warner Animation Group units.[52][53] Eight days later, WBD named former Discovery and Univision executive Luis Silberwasser as chairman of Sports.[54][55] In July 2022, Alan Horn rejoined Warner Bros. as a consultant.[56]

WBD delivered its second-quarter earnings report on August 4, 2022. Ahead of the report, the company performed multiple cuts to HBO Max throughout July and early-August, including cutting new programming development in much of Europe,[57] live-action children's programming development,[58] and direct-to-streaming films—leading to the notable August 3 cancellations of the nearly-completed films Batgirl and Scoob! Holiday Haunt as tax write-offs, and the quiet removals of multiple HBO Max original films from the platform and its upcoming releases.[59]

In the second quarter of 2022, WBD took $9.8 billion in revenue and a net loss of $2.2 billion pro forma, primarily from integration and restructuring expenses. The company took $825 million in write-offs on "content impairments and development".[60][61] The company confirmed cuts to children's programming development,[62] and abandoned the production of direct-to-streaming films for HBO Max—with Zaslav arguing that they lacked economic value and impact in comparison to theatrical releases. WBD renewed its contracts with Bloys and other key HBO executives, with Zaslav praising his performance as chief content officer.[63] Zaslav stated that a "10-year plan" was in development for DC Films, modeled after those of Marvel Studios,[64][65] while Perrette stated that the planned merger of Discovery+ and HBO Max would occur by summer 2023 in the United States, with other markets to follow.[66]

HBO subsequently faced a reorganization on August 15 to dismantle most of HBO Max's autonomous units, with HBO Max's head of comedy Suzanna Makkos now reporting to HBO's head of comedy Amy Gravitt, and layoffs within HBO Max's non-scripted, live-action family entertainment, international originals, and casting units, as well as HBO's acquisitions unit.[67][68] HBO Max also continued to remove and cancel some of its lesser-viewed original programming, particularly family-oriented and animated series.[69][70]

On August 15, 2022, Nexstar confirmed to another report by WSJ in June that it would buy a 75% controlling interest in The CW; WBD and Paramount would each retain a 12.5% ownership interest in the network.[71][72] Nexstar stated that Mark Pedowitz would remain chairman and CEO of the network. WBD and Paramount would still produce content for The CW as the network's main content suppliers, but Nexstar stated that the arrangement would be for the 2022–23 broadcast season, and it was given "the option to extend the partnership."[72][73] As the transaction did not need any regulatory approval (unlike the "Big Four" networks, The CW does not own any of its stations), Nexstar immediately took over the network's operations.[74]

In September 2022, WBD became the subject of a proposed class-action lawsuit by one of its shareholders, alleging that WarnerMedia was overinvesting in streaming content "without sufficient concern for return on investments", and had overstated the number of HBO Max subscribers by at least 10 million by counting inactivated subscriptions bundled with AT&T services—thus misleading investors in violation of the Securities Act. It also alleged that Discovery executives failed to warn investors that WarnerMedia's prospectus contained misleading statements.[75][76]

On September 28 during a company town hall, Zaslav addressed speculation that WBD was pursuing a possible sale as early as 2024, stating that they were "absolutely not for sale", and "have everything we need to be successful."[77][78] On October 11, Warner Bros. Television Group laid off 82 employees and eliminated 43 vacant positions as part of a restructuring that primarily impacts their unscripted and animation units. The restructuring saw the consolidation of Warner Horizon and Telepictures' creative operations, and the consolidation of Cartoon Network Studios' and Warner Bros. Animation's development and production teams (with the two studios remaining separate labels with their own distinct output).[79]

On October 3, 2022, Nexstar closed its deal to acquire a controlling interest in The CW. Mark Pedowitz resigned from his position as the network's chairman and CEO, with Dennis Miller stepping in as the president of The CW.[80]

In October 2022, it was announced that filmmaker James Gunn and producer Peter Safran would serve as the co-CEO and co-chairmen of DC Films which rebranded as DC Studios moving forward. The duo has signed a four-year deal that will oversee the production of films, television, and animation under the DC label. The pair will report directly to Zaslav, while also working alongside but independently with other members of the studio. Gunn will oversee creative development on DC projects, while Safran will oversee the business aspect.[81] During an earnings report in November 2022, it was announced that the launch of WBD's streaming service had been moved up to spring 2023.[82] Max was unveiled April 12, 2023.[83] In December 2022, CNN announced cutbacks and a reorganization to prioritize its "core" operations, resulting in sister channel HLN being brought under the auspices of Investigation Discovery and abandoning its remaining original live news programming.[84][85]

On January 5, 2023, CFO Gunnar Wiedenfels confirmed that the company will no longer perform tax-write-offs.[86] In January 2023, WBD announced licensing agreements with the free ad-supported streaming television (FAST) services The Roku Channel and Fox Corporation's Tubi, featuring library content from Discovery, TLC, HGTV, Food Network, Warner Bros. Pictures, Warner Bros. Television, and HBO (including some of the series that were pulled from HBO Max earlier).[87][88]

On February 8, 2023, The Wall Street Journal reported that WBD had amended its plans to merge Discovery+ with HBO Max, with HBO Max's successor slated to include "most" Discovery content, and Discovery+ remaining operational to retain its subscriber base, and provide an alternative option for customers not interested in the higher-priced unified service.[89] On February 24, WBD CEO David Zaslav confirmed the change of plans during an earnings call, saying that Discovery+ has "profitable subscribers that are very happy with the product offering".[90]

In early-June 2023, Chris Licht was fired from CNN.[91][92] On June 20, 2023, WBD underwent a round of layoffs affecting around 100 employees in the U.S. Networks division, most notably including multiple Turner Classic Movies (TCM) executives such as Pola Changnon (who had been with Turner for over 25 years). WBD announced plans to place the channel under Cartoon Network head Michael Ouweleen.[93] It was also reported that WBD was preparing a deal to sell half of the published music catalog of Warner Bros. Entertainment (which consists primarily of music composed for its films and TV series, and is currently being administered by Universal Music Publishing Group) for around $500 million.[94] Amid concerns over the future of TCM, Martin Scorsese, Steven Spielberg, and Paul Thomas Anderson met with Zaslav, and on June 23 it was announced that the channel would be placed under Warner Bros. Pictures Group heads Michael De Luca and Pamela Abdy—who both affirmed the cultural significance of TCM and pledged to keep its programming "untouched and protected".[95][96][97]

In December 2023, Warner Bros. Discovery announced the purchase of Turkish streaming platform BluTV, with operations in the MENA region.[98][99]

Assets

Warner Bros. Discovery consists of eight primary business divisions:[37]

Leadership

References

  1. ↑ "S&P Dow Jones Indices Announces Treatment of AT&T Transaction with Discovery" (PDF). S&P Dow Jones Indices. S&P Global. April 7, 2022. Archived (PDF) from the original on April 7, 2022. Retrieved May 24, 2022.
  2. 1 2 3 4 5 "Warner Bros. Discovery, Inc. Reports Fourth-Quarter 2022 Earnings Results" (PDF). Warner Bros. Discovery. February 23, 2023. Archived (PDF) from the original on February 23, 2023. Retrieved February 23, 2023.
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  37. 1 2 Hayes, Dade (April 9, 2022). "Warner Bros Discovery Merger: Who's In, Who's Out In The Executive Ranks". Deadline. Archived from the original on April 9, 2022. Retrieved April 9, 2022.
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  51. ↑ D'Alessandro, Anthony; Fleming, Mike Jr. (June 1, 2022). "Toby Emmerich Out As Warner Bros Motion Picture Group Chairman; Michael De Luca & Pam Abdy To Lead Studio". Deadline. Archived from the original on October 21, 2022. Retrieved September 28, 2022.
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  53. ↑ D'Alessandro, Anthony (June 1, 2022). "David Zaslav "Thrilled" Toby Emmerich Remaining Part Of Warner Bros Discovery Family, Outlines New Structure; De Luca & Abdy Made Official". Deadline. Archived from the original on June 2, 2022. Retrieved June 2, 2022.
  54. ↑ Mullin, Benjamin; Draper, Kevin (June 9, 2022). "Warner Bros. Discovery Picks Sports Chief to Navigate Streaming Era". The New York Times. ISSN 0362-4331. Archived from the original on June 9, 2022. Retrieved June 9, 2022.
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