Warner Bros. Discovery

## Warner Bros. Discovery, Inc.

**Warner Bros. Discovery, Inc.** is an American multinational mass media and entertainment conglomerate headquartered at 230 Park Avenue South in Midtown Manhattan, New York City, United States. The company was formed through the divestment of WarnerMedia by AT&T, and its merger with Discovery, Inc. on April 8, 2022.

The company's properties are divided into seven business units, including the flagship Warner Bros. film and television studios, HBO, CNN, U.S. Networks (which comprises almost all of Discovery and WarnerMedia's cable networks, including the Turner Entertainment networks, Cartoon Network and Adult Swim, Discovery Channel and its sister networks, the former Scripps Networks Interactive channels such as Food Network and HGTV, and a stake in The CW alongside Paramount Global), Sports (which includes Discovery's Eurosport networks and WarnerMedia's Turner Sports division), Global Streaming & Interactive Entertainment (which includes the Discovery+ and HBO Max streaming services, and video game publisher Warner Bros. Interactive Entertainment), and international networks.

## History

### Formation

On May 16, 2021, *Bloomberg News* reported that AT&T was in talks with Discovery, Inc. for it to merge with WarnerMedia, the parent company of Warner Bros., to form a publicly-traded company that would be divided between its shareholders.

On May 17, 2021, AT&T announced that it had agreed to dispose its equity stake in wholly-owned media and entertainment subsidiary WarnerMedia (the former Time Warner, which AT&T acquired in 2018 for just over US$85 billion in an attempt to become a vertically integrated media conglomerate) and merge it with Discovery Inc. to form a new company, which is subject to regulatory approval. The merger, scheduled to be completed in mid-2022, will 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 will receive US$43 billion in cash and debt from the spin-off.

The new company will be led by Discovery's current CEO, David Zaslav, while WarnerMedia's CEO Jason Kilar's position in the new company is uncertain. Zaslav stated that the two companies would spend a combined US$20 billion annually on content (outpacing Disney, Netflix and Amazon.com). The company will aim to expand their streaming services, which includes WarnerMedia's HBO Max, to reach 400 million global subscribers.

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 line 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."

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 Asia-Pacific. On March 14, 2022, Discovery CFO Gunnar Wiedenfels—who will assume the same position post-merger—confirmed that such a transition was a long-term goal.

On December 22, 2021, the transaction was approved by the European Commission. 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 (which became The CW's largest affiliate group when it acquired former WB co-owner Tribune Broadcasting in 2019) was considered a leading bidder. The news led to speculation that, should a sale take place, new ownership could steer the network in a new direction, transforming The CW from a young adult-oriented network into one that featured more unscripted and even national news programming. However, 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. Network president/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" and that the network "must continue to do what we do best."

On January 26, 2022, AT&T CEO John Stankey stated that the merger was expected to close sometime during the second quarter of 2022. 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 with Discovery Inc. to form the new company. The transaction was approved by the Brazilian antitrust regulator Cade on February 7, followed by the United States Department of Justice on February 9. On March 11, 2022, the merger was approved by Discovery's shareholders. Due to the structure of the merger, it does not require separate approval from AT&T shareholders.

### 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 will 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. The filing does not include a specific consummation date. On April 6, 2022, *Variety* reported that the merger could be completed as early as April 8. The merger was officially completed on April 8, 2022, with trading to begin on the Nasdaq on April 11; at this time the company unveiled its final logo, which features a rendition of Warner Bros.' historic shield logo.

The combined company has retained several top executives from WarnerMedia, including film and television heads Toby Emmerich and Channing Dungey, and HBO and HBO Max chief content officer Casey Bloy. Most of the company's top executive roles are filled by their Discovery counterparts, including Gunnar Wiedenfels as CFO, JB Perrette as president and CEO of global streaming, and Discovery's chief lifestyle brands officer Kathleen Finch—who oversees most of the combined company's U.S. linear networks (primarily adding the former Turner Broadcasting networks to her scope), excluding CNN (which was taken over by Chris Licht, replacing the outgoing Jeff Zucker), Magnolia Network (which reports to Bloy, after having previously reported to Zaslav under Discovery), and Turner Sports (which currently has a vacancy with the departure of Zucker, as Licht will only oversee CNN).

In an introductory town hall, 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.[32] On April 14, 2022, *Variety* reported that the company was exploring a restructuring of DC Entertainment to create a "solidified content vertical" that would be separated from Warner Bros., with a central figure akin to Marvel's Kevin Feige to oversee its projects.[33] On April 21, 2022, Licht and Perrette announced the shutdown of CNN's streaming service CNN+, which had only launched two weeks before the completion of the merger; the new leadership considered it to be incompatible with their goal of a unified streaming service for all Warner Bros. Discovery properties.

## Units

*Main article: List of assets owned by Warner Bros. Discovery*
*Main article: List of libraries owned by Warner Bros. Discovery*
As of April 2022, Warner Bros. Discovery consists of eight primary business divisions:

* **Warner Bros. Entertainment**
	+ **Warner Bros. Pictures Group** consists of the company's filmed entertainment and theatrical entertainment businesses, including Warner Bros. Pictures, New Line Cinema, DC Films, Warner Animation Group, and Castle Rock Entertainment. The division is led by Toby Emmerich.
	+ **Warner Bros. Television Group** consists of a domestic and international network of television production companies, including the flagship Warner Bros. Television label, alongside Telepictures, Alloy Entertainment, and Warner Horizon Unscripted Television. The division is also responsible for 50% of All3Media and 50% of The CW. The division is led by Channing Dungey.
	+ **Warner Bros. Discovery Enterprises**
	+ **DC Entertainment** consists of the comic book publisher DC Comics and its associated intellectual properties. The unit works with other Warner Bros. subsidiaries on content featuring its properties, such as films, television series, and video games.
* **Home Box Office** focuses on the namesake HBO premium cable network and its sister channel Cinemax. This unit is led by Casey Bloys, who is also responsible for the programming of both HBO and HBO Max, and oversight of the Magnolia Network.
* **CNN Global** is responsible for the namesake CNN news channel and other global broadcast news assets owned by Warner Bros. Discovery, including sister network HLN, and various international CNN branches. The division is led by Chris Licht.
* **Warner Bros. Discovery U.S. Networks Group** comprises the company's cable networks in the United States, including Factual Networks (Discovery, Animal Planet, Science Channel, and American Heroes Channel among others), Entertainment and Lifestyle Channels (TBS, TNT, TruTV, TLC, HGTV, Food Network and Destination America among others), Kids, Young Adults and Classics (Cartoon Network, Boomerang, Adult Swim, Cartoonito, and Discovery Family), in addition to animation studios including Warner Bros. Animation, Cartoon Network Studios, Williams Street and operate Hanna-Barbera Studios Europe). The division is led by Kathleen Finch.
* **Warner Bros. Discovery Sports** focuses on the company's global broadcast sports businesses, including Turner Sports and 50% of the Motor Trend Group in the United States, as well as international sports channels such as Eurosport, TNT Sports in Latin and South America.
* **Warner Bros. Discovery Global Streaming & Interactive Entertainment** manages the operations of the company's direct-to-consumer platforms, online brands, and gaming businesses, including the streaming services HBO Max and Discovery+ (which both of the streaming services are merging into one streaming service), the video game division Warner Bros. Interactive Entertainment, and the digital media company Otter Media. The division is led by JB Perrette.
* **Warner Bros. Discovery International** focuses on local and regional variations of Warner Bros. Discovery's domestic television channels, as well as region-specific operations such as TVN Group in Poland and Three in New Zealand. The division, led by Gerhard Zeiler, is split into three regional hubs: Asia-Pacific, Europe, Middle East and Africa (EMEA), and The Americas, and is also responsible for the global distribution of networks from CNN Global and Warner Bros. Discovery Sports.

Additional business segments include divisions responsible for Global Content Distribution (which comprises Warner Bros. Worldwide Television Distribution and Warner Bros. Home Entertainment), Advertising Sales, Consumer Products & Experiences. These businesses are overseen by Bruce Campbell, who serves as the company's Chief Revenue Officer.

## Leadership

* Robert Bennett
* Li Haslett Chen
* Richard Fisher
* Paul Gould
* Debra L. Lee
* John Malone
* Fazal Merchant
* Steven Miron
* Steven Newhouse
* Paula Price
* Geoffrey Yang
* David Zaslav
* Gunnar Wiedenfels, Chief Financial Officer
* Toby Emmerich, Chairman, Warner Bros. Pictures Group
* Channing Dungey, Chairwoman, Warner Bros. Television Group
* Kathleen Finch, Chairwoman and Chief Content Officer, US Networks Group
	+ Tom Ascheim, President, Warner Bros. Global Kids, Young Adults and Classics
* JB Perrette, Chief Executive Officer and President, Warner Bros. Discovery Global Streaming and Interactive Entertainment
* Gerhard Zeiler, President, Warner Bros. Discovery International
* Casey Bloys, Chief Content Officer of HBO and HBO Max
* Chris Licht, Chairman and Chief Executive Officer, CNN Global