Warner Bros. Discovery Stock

Ladies and gentlemen, welcome to the Warner Bros. Discovery Second Quarter 2026 Earnings Conference Call. [Operator Instructions] Additionally, please be advised that today's conference call is being recorded. I would like to hand the conference over to Mr. Peter Lee, Senior Vice President, Investor Relations. You may begin.

Good morning, and thank you for joining us for our Q2 2026 earnings call. Joining me today from Warner Bros. Discovery's management is David Zaslav, President and Chief Executive Officer; Gunnar Wiedenfels, our Chief Financial Officer; and JB Perrette, CEO and President, Global Streaming and Games. This morning, we issued our earnings release, shareholder letter and trending schedule, and these materials can be found on our website at ir.wbd.com.

Today's presentation will include forward-looking statements that we make pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements about the benefits of the proposed transaction between Warner Bros. Discovery and Paramount Skydance, future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts.

Such statements are based upon the current beliefs and expectations of WBD's management and are subject to significant risks and uncertainties outside of our control that could cause actual results to differ materially from our current expectations. For additional information on factors that could affect these expectations, please see 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 its reports on Form 10-Q and Form 8-K.

WBD is not under any obligation and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statements. whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. In addition, we will discuss non-GAAP financial measures on this call. Reconciliations of these non-GAAP financial measures to the closest GAAP financial measure can be found in our earnings release and in our trending schedule, which can be found in the Investor Relations section of our website.

I will turn the call over to David for some brief remarks, after which we will take your questions. Before doing so, I ask that you limit your questions to topics related to our Q2 results and related business and financial topics. As noted in our shareholder letter, management will not be taking questions regarding the proposed Paramount Skydance transaction. And with that, I'll turn it over to David.

Good morning, everyone. From the beginning, we've said that our plan and strategy is to build the world's leading storytelling company, one that attracts and retains the best creative talent, reaches global audiences and ultimately creates shareholder value. For all that's changing in how people consume entertainment, we have held firm to our conviction that there is no substitute for creative excellence and quality storytelling, and it's driving strong results.

Nowhere is it more evident than our Streaming business, where the breadth, artistry, and cultural influence of HBO programming across the globe is translating into great financial progress for HBO Max as a streaming offering. In Q2, our Streaming segment delivered more than $3 billion in revenues for the first time ever as subscriber-related revenue growth accelerated 200 basis points sequentially to 10% ex FX with positive engagement and subscriber trends. And just as important, streaming generated $512 million in adjusted EBITDA, a more than 60% EBITDA improvement over the same period in 2025 and a nearly 17% adjusted EBITDA margin.

This all together represents a powerful and impressive business turnaround, from a predominantly U.S.-only HBO streaming business losing $2 billion plus in 2022 to a global high-growth asset where HBO is globally recognized as the highest quality streaming service in the world. HBO series are finding a bigger global audience more consistently than ever before. So far in 2026, The Pitt, A Knight of the Seven Kingdoms, House of the Dragon, and Euphoria have each averaged at least 25 million global viewers per episode with several programs exceeding 30 million average viewers.

And with the new season of Gilded Age and the debuts of Lanterns and Harry Potter coming soon as well as our strong content pipeline in 2027, we expect that momentum to continue. This year's Emmy awards also attest to our commitment to storytelling excellence with WBD leading the industry with 150 nominations. HBO Max alone led the industry and garnered 122 Emmy nominations, spanning 21 individual programs, including 26 for Season 2 of The Pitt and 25 for the final season of Hacks. And Warner Bros. Television again showed that it is among the world's best television producers with 52 Emmy nominations, including 28 for programs that we produce for third-party platforms like Shrinking and Abbott Elementary.

Our quality programming is also fueling our global network's resilience as they contend with continued headwinds. In Q2, our roster of premium sports properties showed its value as we saw the highest rated national championship basketball game ever on TNT Sports, a more than 20% increase in viewership for the MLB regular season thus far and a 50% viewership increase for the NHL playoffs. In a turbulent geopolitical moment, the quality, trustworthiness, and reliability of CNN's journalism again proved itself.

In Q2, CNN linear viewership increased 24% over the previous year, and minutes spent across all CNN platforms increased 19%. And our network brands were home to 4 of the top 10 shows in general entertainment across all cable networks during the second quarter. Just recently, Discovery's Shark Week saw its highest year-over-year growth in more than a decade with Discovery ranked as the #1 cable network in prime time among people aged 25 to 54 across Shark Week's first 3 nights.

There's no question that media is by nature a business full of hits and misses, and you see that reflected in our studios results. While a handful of recent films have underperformed expectations, importantly, we've spent years transforming and diversifying our Studio segment to better manage risk and volatility. The breadth of this business today across theatrical, television, licensing, games, experiences, retail and consumer products has greatly improved its resilience and ability to generate consistent shareholder value.

We are excited by what's in the pipeline from our remaining 2026 and 2027 film slate to Ted Lasso, the opportunities generated by Harry Potter. Over the long term, we continue to expect this segment to deliver our goal of generating over $3 billion in adjusted EBITDA. Taken together, our results this quarter show how much we've readied each segment of our business for the future. We've succeeded in making HBO Max a highly valuable global streaming service and are seeing strong financial returns now after years of heavy investment.

We've optimized our global networks and continue to invest in general entertainment, sports and news that serve tens of millions of global viewers. And over the last year, we've shown our studios remain the industry's creative leader while simultaneously transforming its operating model and financial profile. As stated in our shareholder letter, we remain confident that our agreed upon sale to Paramount Skydance will be completed. We are excited for what's ahead in the remainder of 2026 and beyond. And with that, we welcome your questions.

[Operator Instructions] Our first question comes from the line of Steven Cahall with Wells Fargo.

David, can you speak a little more to the scripted show pipeline you've got upcoming on HBO? I think you recently finished some big series, including Hacks and Euphoria, maybe The White Lotus and A Knight of the Seven Kingdoms fall into there. But will there be fewer returning shows in 2027? And are there any big IP shows that we should be aware of now that you've expanded into more territories globally to drive the growth in this segment? And then on the studio, I know you had a remarkable year last year. You talked about how it's a lumpy business, understandably a little lighter this year. As we just think about a path to getting back to $3 billion in EBITDA, I'm struggling a little bit to get there. You weren't quite there in 2025 when kind of everything went well. So help us understand how you can get back to that $3 billion in EBITDA level with the studio longer term?

Thanks so much, Steven. Let me just start with HBO. Casey Bloys and Amy and Franny, the whole team over there have done a remarkable job. We -- in 2022, HBO was basically producing almost all of its content, but they weren't using Warner Bros. We've teamed them up together. and we've invested significantly in driving the overall quality of the content. And Casey has -- and his team now have the strongest HBO we've ever had. Together with all of the tentpole shows, we also have local content around the world. We have Lanterns coming up, White Lotus is coming back, Gilded Age is coming soon, and we greenlit Harry Potter for the next 10 consecutive years.

I've already seen the first 3 episodes. It's very strong. We'll be debuting that on Christmas Day. We have a very strong HBO, and we're seeing it in the engagement. We're seeing it in the overall growth, and we're seeing it in how people see HBO as a quality service that they can rely on with their family. Before we get to the free cash flow, JB, we've seen a lot of real growth across Europe. Just talk about what we're seeing with Max because it's -- not only is it a terrific turnaround, it's a high-growth business now and next quarter will even be stronger.

Yes. And Steven, on the content side, just to echo what David said, we actually have -- 2027 is arguably our best year yet. We obviously have White Lotus coming back. We got A Knight of the Seven Kingdoms, which is obviously a breakthrough series that came out this year that didn't exist 12 months ago and that Casey and the team came up with to be able to be repeatable on a frequent basis. We got Pitt coming back, got The Last of Us coming back. So we feel actually even better about '27 than we already did about '26. So we feel very strongly about that.

Our original content efforts around the world, as David said, we're starting to see real traction with more and more shows from the international markets, particularly as Casey and his team have continued to get closer to the development in those markets. And so we're excited about the local content coming out of the international markets. And we're starting to see it because not only did you see, obviously us return to double-digit distribution growth this quarter, but we still were lapping for part of the quarter this related party deal that we disclosed a while back.

And if you looked at it, excluding that related party deal, our distribution growth would actually have been in the low teens. And that trajectory looks very solid for the remainder of the year. And so a return to not only double digit, but sort of teens level growth on distribution is a testament to both distribution and subscriber growth led as well as monetization on ad sales, engagement and all the other levers that we're continuing to push.

All right. Thank you, JB. Steve, this is Gunnar. For the studio, look, I have 0 doubts about our long-term $3 billion EBITDA target for the studio. And what's important here, let me go through a couple of points. Number one, the quarter, obviously, in the film business wasn't what we expected. At the same time, you already mentioned this, Q2 of 2025 was an outstanding quarter. We had massive content licensing deals, one very big one internal, and then we had Sinners and Minecraft. So it was a tough comp. But nonetheless, against that year, the film business is going to have a harder time this year, no doubt.

What matters here is we have invested significant amounts of money, time, management attention into diversifying and transforming the studio so that we're in a position to be able to digest a quarter like this. And these investments are going to pay off. If we go through business by business, we've always said that we're really looking forward to 2027 for the film business. The lineup is fantastic. It's a richer scale and more promising tentpole IP in there relative to 2026. So that's really something to look forward to. And our plan longer term assumes a larger number of films than what we're seeing this year.

Warner Bros. TV, as David said a minute ago, is performing really well, more than 80 shows on air across every platform with all of the key buyers. And one thing that's going to help us going forward, if you take a step back, we're going to start benefiting from SVOD shows coming back to replenish our library. We've gone through a bit of an adjustment if you look at a decade worth of this business going from preliminary -- predominantly broadcast-focused production to more and more SVOD production with longer windows and a larger upfront margin and fee, that's going to come back and start replenishing and driving library and associated licensing and downstream revenues going forward.

So there's a really positive outlook there for that business. I mentioned the investments that we have made in sort of the ancillary areas like consumer products, retail, our tours business. Those are things that were underdeveloped in Warner Bros., and we have spent years deploying the capital and setting the company up for great returns with a very predictable high-margin, highly cash-generative returns, and we're approaching this in a much more integrated way now where these things are not an afterthought, but part of the planning from the outset with every new story that we're developing.

And then finally, games, where JB and the team have restructured the portfolio, LEGO Batman launching this year, very encouraging as sort of first installment in that new strategy. And here, we see growth opportunities down the line as well. And the biggest individual title to look forward to, obviously, here is the second installment of Hogwarts Legacy. So taking all these together, we have a detailed plan for the next 3 to 5 years with a lot to look forward to.

Your next question comes from the line of Rich Greenfield with LightShed Partners.

You appear pretty confident on the studio side about the future. Could you just comment -- Gunnar, I just want to elaborate, you made a comment about ramping up film production or the number of films. How many films are you making this year? How many films next year? And how confident are you about maintaining that level of theatrical output from 2027 and beyond? That would be really helpful. And then, Gunnar, in a worst-case scenario where the Paramount deal didn't happen, and I know you're planning on closing the transaction. But if it didn't happen, given all of the work you did before the transaction to split the companies, how many months or how much time do you think it would take to actually effectuate a split of the company if a deal didn't happen?

Rich, just first and foremost, we're confident this transaction will close. And we've been trying to drive the value of the company to deliver to PSKY and to David the best company possible. The company is performing at a very high level. And we have every expectation that the transaction will close and that the company will be performing even better than the plan that we presented to PSKY when we did our deal.

Great. And look, the -- Rich, to your question on the studios, we're making 14 films this year, ramping up to 19 next year, and we're very confident that we're going to be able to maintain that larger number. We have the unique benefit of a great creative team, great relationships in the talent communities, and an enormous amount of IP. So the way Mike and Pam and Peter and James are running this, strategically is to find the right mix between original films, leveraging our IP to make the right number of tentpole IP-driven films. We're ramping up the animation output. We've got a great label with New Line. So this allows us to put together a really nicely balanced slate, which I think from a financial perspective, is going to help us manage risk, the inevitable risk in this business pretty well also. So I'm really looking forward to these upcoming years.

One of the issues that we see this year, and we really were striving to have both original content and big tentpoles and midsized tentpoles. For this year -- next year, we're going to have Lord of the Rings, Batman, Superman, Minecraft 2. It's just because of the -- our overall philosophy of making sure that we bring the motion picture to the market when the film is ready. We're a little light on those tentpoles. We do have Cat in the Hat coming. We got Practical Magic, and we think the back end of the year is going to be good for us. But when you compare that with what we have coming next year and the amount of tentpoles, if we had to do it, we would have kind of spread those a little bit more over this year and next year. And so I think you'll see next year and in the years ahead that we're really taking advantage of the big tentpoles and the great IP that Warner Bros. has to balance out the original content as we develop more bigger movies from scratch.

Your next question comes from the line of Sean Diffley with Morgan Stanley.

Two, if I may. First, on linear advertising, down nearly 30%. Obviously, NBA 20 points. But just comment on the underlying ad market. Any categories you'd call out as weak? Any crowding out from the World Cup? And then second question on the licensing front. How would you describe the demand environment right now from other streamers? Obviously, you mentioned Ted Lasso. And then on the $5 billion of library revenue that you've generated on average, any help with how to think about margins there? Obviously, pretty high as you guys referenced, but any help there would be appreciated.

Sure. Sean, so let me start with the licensing side quickly. We're seeing very healthy demand. This goes back to the enormous value of our library. I mean we're getting healthy demand even for shows that are a decade old, and it's a healthy marketplace right now. And as you said, the margins are great. You could almost look at the Studios business as a library-driven content licensing business, which we replenish with new creative every year. That's certainly the way from a financial perspective, how it works. And that business is in very, very good shape right now, and I see no reason why that should change.

As we said before, we have shifted a little bit, and we're utilizing a lot more of that content internally now, which obviously doesn't drive the immediate profits that an external sale would generate. But you can see in this quarter how the consolidated profits are benefiting from some of those licensing deals that we've done over the year as we're utilizing content on JB's business and to some extent, on our linear networks that were -- that we have self-created and that way internalized the margins.

For linear advertising, you mentioned the biggest adjustment factor here with the NBA. That's been obviously a negative driver on ad revenues, a positive driver on profits in the second quarter as much as -- or more so even than in the first quarter. On an underlying basis, if we take it market by market here, in the U.S., trends are pretty consistent with what we've seen in the first quarter or into the end of last year. We're -- as David said earlier, we're very pleased with how our viewership is developing. We're up in general entertainment and very significantly up in news and sports. And sort of on the advertising side, we've kind of held a similar rate as earlier in the year. And so from that perspective, no trend change here.

The picture is slightly different internationally, where Q2 was worse than Q1. And across all of our markets, we are seeing indications of just some caution, consumer weakness in the understandably difficult geopolitical environment. Again, the trends are slightly different from market to market, but Q2, a little weaker than Q1. And what we're seeing so far into Q3 in terms of July and August is also a mixed picture. Some markets are looking better, others continue to look similar to the second quarter. So visibility is not great looking out into the rest of the year, and we'll see. And you already mentioned the World Cup, obviously, everywhere in the world, especially with the broader field this year has had an impact on everybody who's not sort of been benefiting from that .

One of the things that we're seeing, and it varies by market, but the benefit of the work that Casey and JB and the team have done in driving HBO Max globally, where as you look at a number of countries, we're outrunning the decline by the significant growth that we're seeing at HBO Max. That's not true for all markets. But we're seeing it meaningfully in a number of markets, which is encouraging. And the continued growth of HBO Max becoming a critical element of us as a growth engine and countering the cyclical decline that we're seeing.

Your next question comes from the line of Jessica Reif Ehrlich with Bank of America.

I think actually a couple of things. One, it seems like one of the most challenging things right now, given that the deal has been pushed out and pushed out is maintaining focus. Can you just talk about how you kind of manage the troops and keep everybody aligned at this, I guess, challenging time? Second, you haven't talked about DC for a while. I know with films, sometimes they perform, sometimes they don't. But is there any change in strategy? And can you talk about kind of the cadence from here? And then finally, on HBO Max, Disney mentioned on their call yesterday that the bundle is really working for both of you. Can you talk about what you've seen from bundling in general or specifically with the Disney bundle? How much churn has come down? Like you just talk about the magnitude of the benefits, that would be great.

Thanks, Jessica. The overall culture of this company and the work ethic of the company has been inspiring. It has been challenging to -- our focus has been how do we drive a stronger company to meet and exceed our business plan and deliver a stronger and higher growth company to PSKY and David so that Paramount coming together with Warner Bros. is even stronger. But it's -- I thought it was going to be quite challenging. But when you look at the way this company is performing and you look at the close to 40,000 people coming in every day, I went all across Europe in the last 6 weeks and met -- and was in most of those countries meeting with people.

They're working extremely hard. And the focus has been that this is a great company and that how do we take advantage of every day we're here and try and focus on best performance possible, but also this idea of what stories will we tell. And the drive to continue to tell great stories at HBO, at Warner Bros, on the motion picture side at each of our cable channels around the world on our free-to-air and cable channels everywhere. I'm quite inspired by the culture here and the drive to continue to put points on the board and take pride in the fact that this is a great company, and we want to deliver a great company.

And I think -- I do think it's unusual when you look at the overall performance of the company and how hard people are working. And so we're lucky, and I think that we have an unusual set of employees that really love these assets. And as long as we're here, we're going to be working hard every day to continue to honor Warner and HBO and Discovery and all the great assets.

On the DC side, James is focused on Man of Tomorrow. I saw some pictures yesterday that looked amazing. Actually, yesterday was James' birthday, and he's out working. He's working 16, 18 hours a day. It looks fantastic. We're super excited about it. Matt Reeves, I spoke to over the weekend, and he's working very hard on Batman. And we have Clayface coming up soon, which looks terrific. We've got Lanterns launching in the next few weeks on HBO, which Casey and Sarah are super excited about. And so the DC feels very good, and we have a robust pipeline, and Peter and James are hard at work. JB, do you want to talk about the bundles and how those are working around the world as well as with Disney here in the U.S.?

Yes, Jessica, you know we've been big believers, David has been a big champion of bundles and the power that they can have for consumers, particularly in a time where obviously pricing continues to increase across the individual services. And we continue to see both benefits on subscriber acquisition as well as obviously retention and meaningful improvements in churn with those bundles. And it's a combination of distributor bundles like Verizon in the U.S., where -- who bundles Netflix and us or Mercado Libre and Claro in Latin America or Canal+ or Sky here in Europe as well as programmer bundles, which Disney, obviously, in the U.S. has been our longest and most successful to date.

RTL+ in Germany when we launched early this year, which has the best of local and the best of global coming together. We'll be announcing more -- another bundle coming later in this fall in Europe. We have a Viu bundle in Southeast Asia. And so we continue to be big believers in it. We see the proof is in the data in both, as I say, acquisition and meaningfully better churn. And the good news is that, along with all the other components that go into engagement and retention, content, the product, our marketing and so on, we are looking at a 2026 year where the trends give sort of high confidence that we're going to have our best year ever in terms of retention and lower churn in 2026.

And so that trend is also helping. And we see that trend continuing, particularly as we talked about earlier, as the strength of our content lineup and the consistency of it throughout the year makes us feel even more bullish for 2027.

That concludes our question-and-answer session and today's conference call. Thank you all for joining. You may now disconnect.

Ladies and gentlemen, welcome to the Warner Bros. Discovery First Quarter 2026 Earnings Conference Call. [Operator Instructions] Additionally, please be advised that today's conference call is being recorded. I would now like to hand the conference over to Mr. Peter Lee, Senior Vice President, Investor Relations. You may now begin.

Good afternoon, and thank you for joining us for our Q1 2026 earnings call. Joining me today from Warner Bros. Discovery's management is David Zaslav, President and Chief Executive Officer; Gunnar Wiedenfels, our Chief Financial Officer; and JB Perrette, CEO and President, Global Streaming and Games.

This afternoon, we issued our earnings release, shareholder letter and trending schedule and these materials can be found on our website at ir.wbd.com. Today's presentation will include forward-looking statements that we make pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements about the benefits of the proposed transaction between WBD and Paramount/Skydance, future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of WBD's management and are subject to significant risks and uncertainties outside of our control that could cause actual results to differ materially from our current expectations. For additional information on factors that could affect these expectations, please see 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 its reports on Form 10-Q and Form 8-K.

WBD is not under any obligation and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time whether as a result of new information, future events or otherwise, except to the extent required by applicable law. In addition, we will discuss non-GAAP financial measures on this call. Reconciliations of these non-GAAP financial measures to the closest GAAP financial measure can be found in our earnings release and in our trending schedules, which can be found in the Investor Relations section of our website.

I will turn the call over to David for some brief remarks, after which we will take your questions. Before doing so, I ask that you limit your questions to topics related to our Q1 results and related business and financial topics. As noted in our shareholder letter, management will not be taking questions regarding the proposed Paramount guidance transaction. And with that, I'll turn it over to David.

I'd like to start by taking a moment to remark on the great life and extraordinary legacy of Ted Turner, who was sadly lost today. The words giant and visionary get tossed around loosely in our industry, but Ted Turner truly embodied both. Ted was a generational entrepreneur. Someone who believed deeply in the power of ideas and in telling stories and building platforms that could inform, connect and inspire people around the globe. His global vision for our industry was way before its time, impressively powerful. And alongside Ted through much of that journey was John Malone, whose partnership, strategic vision and shared belief in the power of cable helped build and strengthen many of these iconic businesses over decades. In many ways, it was a full circle moment for John and me when Warner Bros. Discovery came together in 2022. And we had the opportunity to work with the great businesses and brands that Ted imagined and built. Ted was so happy.

From CNN to TNT and TNT Sports, to TBS, Cartoon Network and Turner Classic Movies, Ted build businesses that changed the world. Decades later, they remain vibrant and central to who Warner Bros. Discovery is today. His vision and spirit are very much alive in all the work we do.

Ted inspired a generation and inspired so many young hopefuls like me to believe in the dream and join the cable business. With Ted, everything was possible. And along the way, he gave us all courage and gave us a great life and meaning. He changed the world. He was a great American and I love him. May his memory be a blessing.

Now turning to the quarter. We're excited to share the results of another strong quarter for Warner Bros. Discovery, marked by excellent progress in delivering on each pillar of our strategy and propelling our ongoing transformation. I'd like to start by highlighting how our team continues to translate the investments we've made over the last 4-plus years into entertainment people love and results shareholders expect.

Beginning with streaming, in Q1, we introduced HBO Max to important new markets while also delivering high-quality content that engage existing subscribers and attracted new ones. We successfully launched HBO Max in the U.K., Germany, Italy and Ireland, while our Sky licensing relationship has long made WBD content available in these significant European markets. For HBO Max to be a truly global and scaled streaming service, it was imperative that we build a direct relationship with these audiences. We prepared diligently and invested aggressively to ensure success, and we delivered.

Thanks to these successful launches, we've now meaningfully exceeded our guidance of over 140 million total subscribers by the end of Q1. We have strong and accelerating momentum and expect to finish the year with more than 150 million subscribers globally. And more importantly, we are seeing healthy acceleration in subscriber-related revenue growth, which we expect will pick up real pace in Q2 and through the rest of the year. We believe achieved a strong subscriber and subscriber-related revenue growth is delivering content that audiences love, and boy did they love what they're getting on HBO Max today.

Thanks to the brilliance of the HBO team, Warner Brothers Pay-1 Movies, Warner Bros. TV, one of the industry's best and strongest TV studios and an industry-leading film and television library amassed over a century, HBO Max's content is thriving in a highly competitive market. Fresh off its Emmy and Golden Globe wins, the second season of The Pitt reinforced its place as a cultural phenomenon, averaging more than 20 million viewers an episode. And A Knight of the Seven Kingdoms proved 1 of the breakout TV hits of 2026, not just rewarding Game of Thrones fans, by bringing many viewers into that universe for the first time. With 36 million viewers per episode, Knight of the Seven Kingdoms is among the most popular debut series in HBO history. In fact, HBO has never featured more active shows, averaging more than 20 million global viewers than it does right now, complemented by comedy hits like Rooster, limited series like DTF St. Louis and an international local language series such as Like Water for Chocolate in Mexico and Máxima in Argentina. We've created an offering that's distinct, balanced and earned a pricing premium through consistent excellence.

With euphoria now back, a new season of House of the Dragon on the way and the upcoming debuts of the television series, Lanterns, Stuart Fails to Save the Universe, and Harry Potter and the Philosopher's Stone on Christmas Day, we see nothing but strong growth ahead for HBO Max.

The second pillar of our strategy has been elevating our WB Studios back to industry leadership. Since bringing WBD together, we've transformed WB Studios on nearly every level. Last year, those changes broke through creatively and financially. If there were any remaining questions about Warner Bros. creative renaissance, they were answered unmistakably at this year's Academy Awards. Warner Bros. was recognized with 11 Oscars, including One Battle After Another, becoming Warner Bros. first best picture winner in more than a decade. And the most Oscars in the studio's 103-year history. From the beginning, we committed to attracting and working with the world's best creative talent to tell culture-defining stories and to marketing and releasing those films in theaters. These Oscar wins and the string of box office successes in our Motion Picture Group, validate our conviction. This year, Warner Bros. Discovery Picture Group will release 14 films, including Dune Part 3, Supergirl, Clay Face, Practical Magic 2 and starring Tom Cruise. We're slated to release up to 18 films in 2027, including Lord of the Rings, The Hunt for Gollum, Batman and the Superman's sequel, Man of Tomorrow. And Warner Bros Television continues to be one of Hollywood's most prolific independent TV suppliers with 80-plus active shows spanning more than 20 streamers and linear platforms.

As we are making strides in areas such as games and experiences where we believe we have meaningful unrealized opportunity ahead, we are well positioned to achieve our goal of at least $3 billion in annual WB Studio's adjusted EBITDA. The work we've done to return our WB Studios to leadership has set the foundation for the company's next chapter.

Finally, the third pillar of our strategy has been optimizing our global linear networks. Disruption in the linear television market has created well-known challenges. Faced with those challenges, our team has shown great resolve and ingenuity in keeping our network brands and content, highly relevant. We're seeing the fruits of those efforts across sports, news and general entertainment. We've significantly evolved our sports portfolio with a focus on breadth, value and international exposure. During Q1, we increased linear viewership of the Milano Winter Olympics by 50% compared to the Beijing Winter Olympics in 2022, and more than double streaming hours and tripled streaming viewers compared to Beijing in 2022. We had a record-breaking March Madness this year, with the most watched Men's National Championship game ever broadcast on TNT Sports.

And we're off to a strong start with both the MLB regular season and the NHL playoffs. We're also seeing resilience in general entertainment networks. We continue to innovate and refine our content strategy. And in Q1, we saw a 16% sequential improvement in year-over-year general entertainment delivery trends versus Q4. Even excluding sports, networks like TLC and TBS grew prime time viewership by double-digit percentages versus the prior year.

Increases were even more pronounced in news. The world has confronted a wave of recent disruption. As it has, CNN has proven again it's where people go for news they trust, delivering 30% year-over-year growth in total minutes spent across platforms in Q1. These strategic and operational successes all helped set the stage for the next chapter in our transformation. And no event was more significant in Q1 than our reaching an agreement for Paramount/Skydance to acquire WBD at a cash price of $31 per share. Our shareholders clearly agree that this offer represents outstanding value as 2 weeks ago, they voted to approve the sale to Paramount/Skydance.

We've said consistently that we're living through a period of historic disruption in media and entertainment. How content is made, how it's distributed and how it's consumed is evolving with increasing velocity. When you look across Warner Bros. Discovery today, in studios, streaming and global linear networks, each segment of our business is demonstrably more nimble and better positioned for future success than when Warner Bros. Discovery was formed. That's a testament to the hard work and dedication of our talented team of 30,000-plus colleagues who have remained focused and relentless in pushing Warner Bros. Discovery forward. With that, we'll now take your questions.

[Operator Instructions] Your first question comes from Rich Greenfield with LightShed Partners.

Now that we've sort of finished the major European rollouts, and it feels like sort of your global rollout is sort of now complete. I was just wondering maybe get your observations, HBO Max as a business and sort of where the product stands today. Anything you could sort of say about where you think the future of HBO Max is? And then just Disney and this morning really highlighted the point that sports is -- really has a growing importance of streaming platforms. It's why they want to keep ESPN inside of Disney. You all have a very different perspective on sports and streaming. It'd be helpful to understand what you see or your unique perspective.

Yes. Thanks, Rich. It is an exciting moment. I think when we look at the 4-year journey that we've been on, when we set out in 2022 and said we believe the world is going to go to -- the winners are going to require a global footprint. You have a handful of big global streamers that could be successful, and we knew that we had to be one of those. And we worked tirelessly. We got, obviously, a world-class team together pulling from the best of the tech and the media world. We reinvested and spent that first year. We've developing a whole new platform of product that was flexible and dynamic and allowed us to deliver high-quality and consistent streams of all content types, including high concurrency things like the Olympics. We obviously went global. We are in about 40% of the TAM at the time. We're now more than double that. And we kind of relentlessly, David and myself, Casey and a group of us just iterated on the strategy and the positioning over sweating it every day, every week, every month. And ultimately, we made a mistake, plain mistakes along the way, but kept being led by both the customer feedback and the data and transforming the service into this must-watch service that people value because it does hit different and the delivers on this better is better, not necessarily more is better premise. And then lastly, obviously, look, we're hugely beneficiaries of the incredible team that Casey and the entire WBD content creative leadership has put together with a content slate that has gotten better, broader and more consistent 365 days a year throughout this journey. And so we sit here today when we started this journey with sort of mid-90 million subs. We've added almost 50 million subs over that period. We were losing $2 billion. We're now -- we made $1.4 billion last year. You saw the results today, growing increasingly double digit on the bottom line. We're seeing the benefits of the operating leverage that we have, start to really kick in as the growth on profits is really starting to accelerate as we look throughout the year. And so I think going forward, the great thing is we still have multiple different levers of growth, Rich, to your point. We're still nascent in some of these big markets. We have, as I said, stronger and stronger slates, obviously, going into 10 years of Potter is going to be a huge tailwind for us with, I think, the biggest streaming event certainly for us ever coming at the beginning of the year and over the next few years. So the content slate continues to strengthen. We're moving more and more wholesale subs into retail and the ARPU and the LTV of that is accretive and looks better. Our ad sales business, particularly internationally, is still very nascent and growing our product, which we've talked about a lot. We've invested a lot to get it better and it still has a lot of things that we're moving day-to-day to improve, and that will help engagement. And as you've the engagement and the churn metrics we're starting to see particularly over the last couple of months. And as we look out for '26 are the best we've seen in the 4 years that we've been here. And so we're very excited about where we are. It's taken a lot of sweat, an incredible team effort to get us here. But we also see a great and promising future where the momentum is actually getting stronger as we look out across the year and into -- beyond '26. On sports, I would say it a little bit differently, Rich, is that we know the power of sports and we've been playing in that space, whether it be in Europe, in the international markets for 15-plus years. I think the thing is we know the power of sports, but we are more wanting to prove out the ability to do sports profitably. And that's a much harder equation in the streaming space. We know it can be acquisitive. We know it can help engagement. And there's indirect value to those. And so we're experimenting, I'd say, much more trying to figure out what is that secret sauce that allows you to do sports and streaming at are profitable. But we have various different experiments. We're obviously doing some cast here in the U.S. We're doing a stand-alone premium sports offering, ala carte in the U.K. We have sports bundles into the basic HBO Max tier in Brazil and Mexico. We have stand-alone sports in Chile and Argentina. So we are -- absolutely, we see the power of it, but we are going to continue to be disciplined and experiment to try and figure out what's the model you need to use and exploit it in the streaming space that can deliver engagement and subs, but also profit. So HBO Max is a global high-growth asset. It's really the linchpin of our ability to have our ambition to split the company. And now I think the piece of the business that you will see will be a huge benefit to Paramount when our deal closes together with their assets. But it's a -- for JB and Casey and then the whole creative leadership at Warner Bros. Mike and Pam and James Gunn and Channing to all come together and get behind this idea of a global HBO Max and to turn it from losing over $2 billion to effectively a $4 billion turnaround, but more importantly, a high-growth asset that makes -- that made our studio and streaming business a sustainable growth asset, which was the basis on which we executed the strategy of splitting the company, which ended up with the interest of multiple players and ultimately Paramount.

So for JB and Casey and the whole team and the creative renaissance that went behind it, that is the leading growth asset at Warner Bros. right now, and I think it will continue to be. And that's probably the most important asset. It pulls together all of our TV library. It pulls together all the great Motion Picture content that Warner Bros. and DC puts together. And having that kind of a leading growth asset, as JB says, as a global player is something we're excited about, particularly in light of it coming together with even more strength from Paramount.

Your next question comes from Robert Fishman with MoffettNathanson.

David, with the launch of YouTube TV Sports and just overall cord-cutting trends. Curious what your latest thoughts are on how the pay TV landscape will evolve from here. Are we reaching a floor for sports fans? And what do you think happens to the cable networks that aren't primarily sports? And then just maybe following up on your first comments. You've long discussed the advantages of bundling streaming services in the U.S. while also thinking about the international DTC opportunity. But curious through all of your different conversations with Netflix and Paramount, any updated views you have on the power of a global scale streaming service and how some of these smaller services can still best compete over the long run?

Well, let me start with the second one, the idea of bundling or consolidation. When you put your TV set on and you see in any market around the world, 15 to 20 choices of apps that you come in and out of. And when you're talking about what you want to watch, you've got 3 people on a couch, Googling where it is and how to get in and out of it. It's just not a good consumer experience. And for 4 years, we've been saying that, that the consumer experience is going to get restructured and that there will be a lot of value creation in those that can be one of the emerging leaders, and more importantly, for consumers to have a better experience. And we saw with Disney that it was that bundling together, we -- the churn went down. It was a better consumer experience. It was also a better economic experience. We've been working on bundling. And the idea of Paramount coming together with Warner Bros. is in that same vein of creating a service, which David and the team will work to do which is -- will create an even more robust and compelling consumer experience. JB, you've been leading around the world this idea of bundling for us. And 3 years ago, you and I were talking about it in the last 1.5 years, loads of regional players have been working with you and with Casey on doing that.

Yes, Robert, it's -- we're obviously big believers in it. We've seen the benefits of it from an LTV perspective on our base. As David said, we had 3 years ago or so, no bundled subscribers from -- bundles and other programmers. And now in addition to obviously the Disney bundle here, we launched in Germany with RTL Plus. We've launched with in Southeast Asia. We've had -- we had part bundles in LatAm and across, frankly, the global footprint. And the reality is we see meaningfully our highest LTV subscribers coming from some of those bundled subscribers. And so it's beneficial to marketing expense -- it's obviously a huge beneficial to churn. And ultimately, it's a very healthy and growing part of the business that I think will be an increasingly important part of the entire ecosystem.

On the ecosystem for channels, we had a great quarter, focusing on doing what we do, which is try and create content within sports, food, home, general entertainment. Our overall networks were up significantly. A real focus on the creative team of creating more content that nourishes our viewers. The sports also for us is doing very well. CNN Mark's team, the ratings were up significantly. Your guess is as good as ours in terms of what happens to the overall universe. It's encouraging what Chris Winfrey strategy has been at Charter. And if you look at their actual multichannel subscribers, they're almost flat. And they're providing a very compelling experience where you can go from cable over and enjoy some of the best programming that you want on services like HBO Max or Disney. So I think our -- we can't control that. We can help it by doing great programming, and that's what we're continuing to do, and the numbers reflect that.

David, if I can add one point that's important. We have long stopped viewing our linear networks as linear networks. We have creative teams that are creating fantastic content that works across platforms. And we are generating significant returns with every dollar we're spending in that business. And increasingly, we're seeing very significant revenue contributions growing from international and in some cases, more than 50% of revenues coming out of streaming utilization of this content. So the demand for this content and the viewer engagement is still there and continues to be a great business for us. .

Your next question comes from Steven Cahall with Wells Fargo.

As we think about Studios, the guidance, I think, for adjusted EBITDA is relatively in line with 2025. So first was just looking to understand that a level deeper. You had a really strong slate in 2025. I know you've got a big slate this year, too, but just trying to understand if there are drivers to that profitability in 2026 that maybe offset a slightly smaller slate expectation in 2025? And then some folks like Paramount account for internal licensing a little differently. I know that was a contributor in Q1 as well. But is there any good way for us to just think about the revenue or the EBITDA of the studio business, excluding that. I know at the consolidated level, it comes out, but just kind of thinking about the studio level? And then on networks, I think EBITDA was down roughly about the same as revenue, which was a big improvement on the back half of last year. Any way that you kind of think about the revenue plus EBITDA trajectory longer term of networks, do you think you can continue to hold EBITDA at or better than the pace of the top line?

Steve, this is Gunnar. Let me start with the internal licensing question. It really doesn't make sense to exclude internal content sales from the studio performance. That's why we have chosen to go with this internal fair market value model because whatever we sell internally, we could also sell externally. And the only thing that would change is we would probably, in many cases, generate a little less profit over the ultimate period for that content. And we would generate that profit a little earlier because it takes JB team a little more time to generate the profits by utilizing content internally. So that's why these things have to go hand in hand. We have a lot of disclosure around what gets eliminated. And what I've said in earlier calls is that over the past few years, as we have pretty dramatically shifted from a heavily externally focused content licensing to a more internal utilization model. We have essentially created value in our company profits that are eliminated and sitting on the balance sheet that are beginning to bleed back in a much more material way into our consolidated profits as we're getting the benefit from utilizing the content, which took a little longer to hit the P&L, but it's going to be a very helpful driver for us.

On the studio side, look, the -- you mentioned this 2025 has been a fantastic year for the studio and an absolutely outstanding year for the Motion Picture Group. So maintaining that profit level, I think, is healthy and is certainly an ambition for the team. We also have that quarter-over-quarter fluctuation for our content sales. As you know, the timing of the renewal of certain deals is always slightly different and lead to bumps in the individual quarters. And then if you think about sort of longer-term growth opportunities, one thing that we have also talked about multiple times, and that is flowing through our numbers increasingly is our opportunity that we see in experiences in consumer products, an area that historically hadn't received a lot of attention. And you know that we have opened a Potter tour in Tokyo. We're working on another one in Shanghai. We have smaller experiences activations. And so these things are increasingly going to contribute to our profits and that will be the case this year as well.

And then on the linear network side, look, I want to be -- I want to stay away from giving very specific guidance as to where we see the revenue trajectory and the -- our ability to maintain EBITDA levels. What you did see this quarter is some very encouraging signals, much better delivery and share gains in many of our key international markets for the business. As I said earlier, increasingly, we're seeing the monetization shift, still generating fantastic returns with a different mix and incremental value coming from international markets streaming utilization, et cetera. And then as we have said before, we are continuing to be very, very focused on efficiency management. Not to the extent anymore as in the early years after creating Warner Bros. Discovery, where we were able to to offset very significant percentages of the revenue declines, but we do still see opportunities. And clearly, AI, I think, is at a stage where this has become -- going to become a more meaningful contributor to efficiencies and greater volume more easily created in certain areas in our workflow. So I do think there is a lot to be optimistic about again, wouldn't be the right time, I think, at this point to create sort of new longer-term guidance for that business.

And your last question will come from Kannan Venkateshwar with Barclays.

So David, you scaled one or -- sorry, discovery over the years by orders of magnitude. There are obviously some areas where scale benefits, so things like maybe the tech stack or marketing. But is there an done that you start to hit as you get larger? Do the benefits of scale basically increase proportionately with with size? I mean, reason I'm asking this is we are starting to see some engagement stagnation across premium services, especially the larger services, Netflix engagement being an example. And then also on the legacy TV side, I mean, it took a little bit of time for you to integrate the Warner assets with Discovery. And so would it be good to get your context on -- as you scale the business, where did you start hitting the hurdles? And beyond a certain point, that scale become a disadvantage. And then, Gunnar, from your perspective, the spin that was being planned, are there costs right now in the P&L that would not have existed if the spin was not being planned? I mean is there some of these efficiencies potentially in the future?

On Scale, having more scale of great content and storytelling on your menu is clearly valuable. What we learned is aggregating it all together in one place, isn't always the best way to create the most value. So as Gunnar was saying, there's a lot of our content on our channels domestically and around the world. The JB and Casey have found is really helpful in engagement and attraction on HBO Max. There's some that we get significant incremental value by reselling it on AVOD to niche users that have a great love for our affinities. And so same thing was the idea of putting sports together with all of our content in every market, in some cases, putting that scale all in one place, we were better, like, for instance, in the U.K. we have TNT Sports. We put all of our entertainment content in one basket and then we put all of our sports content in another. And we think we can nourish different audiences in different ways and get more value. But having more premium high-quality content that when people could watch anything they want is what you really need in order to be successful together with a global footprint. I mean, the biggest issue on scale is global. When you're competing regionally, if you're a U.S.-only business or if you're if German speaking only or if you're Mexico only or Brazil only, those used to be very compelling businesses. But as TikTok and Instagram and and Facebook together with Amazon and Netflix and HBO Max and Disney start to become more global and have the ability to amortize content above the globe in that way and see what works and then restructure that content in different ways to create more value. It just -- it becomes harder and harder to be a regional player. JB, you've been in this fight.

Yes. I mean I think the short answer to your question is we don't see that moment coming anytime soon. I understand the question of some of the leaders in the space who've been at this for 15 to 20 years, maybe seeing some maturation that is a very different situation for us that we've been at this for 5 or 6. And so we're in the early innings where they may be in more mature innings. And the levers that I described earlier are the same levers that from certainly an operating leverage standpoint financially, we're seeing great opportunities to drop more and more dollars from the top line growth to the bottom line, given a lot of, obviously, the investments we've made on tech platform and some of the core infrastructure. And those are still a long way to go in terms of penetration in some markets, including very nascent markets that obviously we've just recently launched in that we're still in the very early days of that growth trajectory. And at the end of the day, as we said oftentimes, the content, our product is the content. And the slate and the data that we've used to try and deliver clearer and clearer views of the types of content that will better nurture and satisfy we'll bring in more customers. We're getting smarter and smarter at it. and the slate that you keep seeing delivered by Casey and the team, which already is a sort of best in the business in terms of batting average, we keep doing better and better and getting better and better slates that are delivering more and more for our customers. And so between that -- and then also the ad sales benefits continue to improve the product, which is also where we are in the early innings versus others who are much more sophisticated because they've been at it longer. All those ingredients what lead you to believe that we still got years to go in terms of operating -- getting more and more high operating leverage from this business. as we continue to sort of grow across the different levers. Gunnar?

Yes. Kannan, your question on separation-related expenses in the P&L. There are still some separation-related expenses flowing through. But I just want to explain the geography a little bit. Those are costs that you will find below the line. So they will have a very marginal impact only on EBITDA. There is a lot going on below the line. If you look at our restructuring expenses, you see the Netflix break fee that we didn't even pay flow through our P&L, et cetera. And that is going to continue. It's not only the separation-related work, but also expenses related to our sales process and the pending sale. The interesting point here, I think, is for free cash flow. You did see that we had a pretty meaningful negative cash impacts last year. We may not get quite to that level, but pretty close in 2026 as well. We flowed $100 million roughly in negative cash impact through the first quarter. And again, there will be more coming through a combination of advisory fees, but also incremental interest from the bridge, tax leakage, et cetera, et cetera. So that's going to continue to be a factor, and we'll keep pointing it out over the course of the year.

Thank you. This concludes today's conference call. We thank you for joining. You may now disconnect.

Good morning. My name is Claire, and I'll be the conference operator for today. At this time, I would like to welcome everyone to the call to discuss Paramount's acquisition of Warner Bros. Discovery. [Operator Instructions]

I would now like to turn the call over to Kevin Creighton, Paramount's EVP of Corporate Finance and Investor Relations. You may now begin your call.

Good morning, and thank you all for joining us. I know it's special early for those of you on the West Coast. Today, we'll be discussing Paramount's agreement to acquire Warner Bros. Discovery. I'm Kevin Creighton, EVP of Corporate Finance, Investor Relations.

With me today is our Chairman and Chief Executive Officer, David Ellison; our Chief Strategy and Operating Officer, Andy Gordon; and our Chief Financial Officer, Dennis Cinelli.

As a reminder, we will be making forward-looking statements today. The forward-looking statements include statements concerning a merger agreement between Paramount and Warner Bros. Discovery, including with respect to the expected timing of the transaction's completion and the effects thereof. All forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause Paramount's actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements.

The slides we'll present will be posted to our website after the call.

With that, I'll turn it over to David.

Hello, everyone. Thanks for joining us this morning.

Before we begin, I did want to acknowledge the events ongoing in the Middle East. We are hopeful for a swift path to peace and our thoughts are with the people in the region as well as with our brave servicemen and women in harm's way and their families.

We're here today to announce our definitive agreement to acquire 100% of Warner Bros. Discovery. We're pleased we were able to reach this resolution with the WBD Board and management team and believe this will be a transformational combination for the industry, pro-Hollywood, pro-consumer, pro-competition.

As you know, the terms of the agreement are $31 per share in cash, valuing Warner Bros. Discovery at approximately $81 billion of equity value and $110 billion of enterprise value. This transaction marks a defining moment for both companies, and we are incredibly excited about what it means for Paramount, Warner Bros. Discovery and for the broader industry going forward.

By uniting our iconic studios, complementary streaming platforms with a global footprint, our cable and linear networks and our world-class IP, we have the opportunity to help shape the future and build a next-generation media and entertainment company. This has been our goal since day 1. This is not about consolidation. It's about reinventing the business. We want to expand our reach and enhance our ability to create the world's most compelling stories and experiences, and we're incredibly excited about this transaction, and it will accelerate that ambition.

With this in mind and to better understand the opportunities ahead, we will now walk you through the transaction and its key strategic and financial components.

Let me start by saying, as a producer and lifelong fan of film and television, I firmly believe that visual storytelling is one of the most vital art forms that we have. And we saw this as an extraordinary opportunity to bring together these 2 legendary companies with a combined 200-plus years of storytelling between them. It isn't just about the legacy of these storied studios. It's about building the next chapter of what stories can be and who they can reach.

Ultimately, this combination will enable us to better compete in today's rapidly evolving entertainment marketplace where storytelling, combined with world-class technological expertise is essential in driving value creation for consumers, creatives and shareholders.

This transaction will deliver benefits across 3 key pillars. First, the combined company will expand the creative capabilities of both Paramount and Warner Bros. Discovery, producing a consistent pipeline of high-quality content across its platforms and third-party distributors. Our aim is to build on the rich storytelling legacy of both studios to become the premier destination for the industry's leading creative voices and help realize their visions. Second, by bringing Paramount and Warner Bros. Discovery together and uniting our direct-to-consumer businesses, we have an opportunity to reach more audiences and compete effectively with the leading streaming services. And finally, with a presence in over 200 countries and territories worldwide, with our portfolio of cable and free-to-air networks, including CBS, CNN, TBS, TNT, Food Network, HGTV, MTV, Cartoon Network, Adult Swim and Discovery Channel, we will provide more opportunities for global distribution and local production.

Our combined company will be home to many of the greatest, most recognizable and beloved franchises in the world from Harry Potter to Top Gun, Star Trek to Looney Tunes, Game of Thrones to Yellowstone. This represents tremendous opportunity, and we fully intend to invest in the creative engines of both studios, making them the most sought-after destination for the industry's leading creative talent.

As we have said consistently, we are committed to delivering a broad pipeline of high-quality storytelling, including 15 theatrical films per year per studio for a total of at least 30 films annually. We've already demonstrated our ability to increase output with 15-plus films currently dated for 2026, up from 8 releases in 2025 when Paramount combined with Skydance. At the same time, Warner Bros. Pictures delivered a powerhouse slate last year with Superman, Minecraft and Sinners propelling the studio past $4 billion in box office. We've also echoed our commitment to a minimum 45-day window globally before films become available on PVOD. And we will continue to adhere to specific windowing regimes in geographies we operate in worldwide.

HBO is a crown jewel in this business, having brought to life some of the most powerful stories told over generations. And under our ownership, they will continue to have the resources and independence to do what it does best. At the same time, we believe in licensing our content to other platforms and producing third-party content in our television studios, and we are committed to growing our studios and the popular shows they create.

DTC growth will be essential to the success of the combined company. To enhance competition and deliver viewers a truly compelling offering, we will combine the streaming portfolios of the 2 companies into one stronger platform over the coming years. Across the 2 platforms, there are over 200 million DTC subscribers today in more than 100 countries and territories worldwide, positioning us to compete effectively with the leading streaming services in today's marketplace. Our offering is powered by a complementary portfolio of fan favorite series and franchises, premium sports and trusted news brands. We are confident that by coupling these offerings, along with significant investment in technology and innovation, we can provide consumers significant value in a compelling and engaging platform.

Additionally, we will continue partnering with third-party producers around the world, investing in the most compelling creative voices and empowering them to bring their distinctive, high-quality stories to life. By supporting productions within local markets, we not only strengthened regional creative ecosystems, but also deliver authentic, culturally resonant storytelling that captivates audiences and excites our subscribers worldwide.

By combining our linear businesses, we will expect to boost cash flow, drive efficiencies and help manage market pressures. The unified platform will offer advertisers more compelling and impactful opportunities, including in marquee U.S. and international sports leagues and events like the NFL, UFC and internationally, the home of the Olympics.

Our linear portfolio is well diversified with a global footprint. And ultimately, we believe that these assets together will create more value for the ecosystem and for shareholders. And as we mentioned previously for Paramount, we believe that many of our linear channels have incredible brands that can be reinvigorated for a streaming and digital world.

Bottom line, this combination is pro-competition, pro-consumer and pro-creative community. We want to give audiences and consumers more of what they want and we want to enable the industry's leading creative talent to do their best work and have it shared with the broadest possible audience globally. This transaction will ultimately create a stronger Hollywood and global production ecosystem, one that expands consumer choice and unlocks opportunities for creative talent. It will deliver exceptional storytelling, powered by a broad portfolio of IP and bring those stories to audiences in more innovative and engaging ways through the advances in technology. And we're confident that at the same time, it will generate meaningful long-term value for shareholders.

I will now turn it over to Andy to walk through an overview of the transaction.

Thank you, David. As discussed at the top of the call, Paramount will acquire 100% of Warner Bros. Discovery for $31 per share in cash, valuing the company at $81 billion in equity value and $110 billion in enterprise value. The merger has been unanimously approved by the Boards of Directors of both companies and its completion is subject to customary closing conditions, including regulatory clearances and approval by the Warner Bros. Discovery shareholders, with a vote expected in the spring of 2026.

The transaction is funded by $47 billion in a new equity investment fully backed by the Ellison Family and RedBird Capital Partners. The new equity will be priced at $16.02 per share. I'll dive deeper into that in a moment.

The transaction is also backed by $54 billion in debt commitments from the Bank of America, Citigroup and Apollo. This includes $39 billion of new debt and then another $15 billion to refinance Warner Bros. Discovery's existing bridge facility. The $54 billion excludes our $3.5 billion credit facility, which is also being bridged by the same banks. We expect the pro forma company to have approximately $79 billion at closing of net debt, which we'll also dive into in a few minutes.

We have already funded the $2.8 billion termination fee as of last Friday, payable to Netflix under Warner Bros. Discovery's prior merger agreement. On the closing timeline, we expect to close in the third quarter of 2026. In the event this is delayed, Warner Bros. Discovery shareholders will receive $0.25 per share ticking fee for each quarter until closing, starting after September 30, 2026.

We have already made significant progress in securing regulatory clearances globally prior to the signing of our merger agreement. In the United States, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, and there is no statutory impediments to close in the United States. We initiated pre-notification discussions with the European Commission already. And as an example of our progress, Germany and Slovenia have already given their approval to proceed. We look forward to working with the remaining regulators across the world over the coming months.

As I mentioned on the prior slide, the Ellison Family and RedBird Capital Partners will purchase new shares of Class B Paramount stock issued at a price of $16.02 per share. The terms of this equity investment were decided by a special committee of Paramount's Board comprised of independent directors who are represented by independent legal and financial advisers. As part of our capital raise, existing Paramount shareholders will have the opportunity to participate in a rights offering of Class B Paramount stock alongside an incremental to the $47 billion of new equity investment at the same price and on the same terms. The rights offering is expected to occur near to the closing date and more details will be forthcoming.

Before we get into the transaction valuation and our outlook for the business, I want to take a minute to give some context on our synergy target. As we've said previously, we expect to realize $6 billion plus in synergies within 3 years of closing. At Paramount, we're well on our way to delivering on our transformation, and we are using a similar plan here, though obviously on a larger scale.

It's important to note that the majority of our synergy target comes from nonlabor sources. Among the efficiencies we have identified, none of which we expect to include a reduction in production capacity, include consolidating our streaming technology stacks and cloud providers, including P+ and HBO Max, realizing global efficiencies in procurement and business services, optimizing the combined real estate footprint and the broader corporate overhead, driving efficiencies in marketing, optimizing spending on agencies and tooling and also migrating the combined company to a single enterprise resource planning, otherwise known as ERP system and combining other IT systems across the company. Again, these are just a few examples of where we believe we will find meaningful efficiencies as we unite these storage companies, working together as a team to achieve these results.

Finally, before we move on, I want to note that while we expect significant efficiencies and for that $6 billion to ultimately fall to the bottom line, it's important to note that we are positioning the business for investment in growth in addition to reducing debt over the near term.

Okay. So we'll touch briefly on the transaction valuation and leverage outlook. The transaction values Warner Bros. Discovery at 7.5x 2026 EBITDA on a fully synergized basis. On the leverage side, we expect to have a net debt-to-EBITDA of 4.3x on a synergized basis at close, inclusive of $79 billion of net debt. Based on our pro forma plan, we have a clear path to quickly achieving an approximate 3x leverage ratio within 3 years of closing, which will position us well with a healthy balance sheet and investment-grade credit metrics.

Touching on the sources and uses in the transaction and pro forma capitalization, a few notes. Our capital structure ensures we will hold a minimum of $5 billion in cash on our balance sheet at deal completion and accounts for all the commitments we have made to Warner Bros. Discovery as part of our merger agreement, including the $2.8 billion transaction termination fee already paid to Netflix, refinancing Warner Bros. Discovery's $15 billion bridge loan and rolling over $14 billion in additional Warner Bros. Discovery net debt.

Now let me turn this over to Dennis, who will touch on our pro forma financials and outlook.

Thanks, Andy. We will quickly touch on the pro forma financials.

Amid a fast-evolving entertainment landscape this unification will put us in a much stronger financial footing to capitalize on the growth opportunities ahead. Across both companies, we expect $69 billion in estimated 2026 pro forma revenue, $18 billion in estimated 2026 EBITDA, which is inclusive of 100% of our expected $6 billion plus of synergies. This gives us a strong base to drive growth and profitability as we reinvent the business for the future.

I will now touch briefly on our medium-term financial targets. Given the strategic levers and operating plans David and Andy spoke to, we feel confident in the path towards these financial targets. Of course, as things progress, we'll give more details on our outlook. But for now, we wanted to give some visibility into how we're thinking about a few of our key metrics, specifically revenue, margins and cash conversion.

On the revenue side, we expect to see mid-single-digit CAGR for the total company revenue, driven by the growth in our direct-to-consumer and Studio businesses. As for linear, we are in the business today, and we have taken a conservative approach to the ongoing linear declines over the coming years. As for margins, while we won't give explicit guidance, we do think the company will be a mid-20% margin company by 2030. That reflects disciplined management of linear businesses relative to the market trends, continued investment in and growth of our Studios businesses, and the meaningful scaling of streaming alongside increasing profitability. Our synergies will impact our profitability and not simply mask revenue declines.

And finally, as we've said many times, as owner operators of this business, we are very focused on free cash flow conversion. And our expectation is that we'll see over $10 billion in free cash flow, with approximately 50% free cash flow conversion by 2030 and continue to close the gap from there.

Now let me hand it back to David for some closing thoughts.

Thanks, Dennis. The combination of these 2 iconic companies and their world-class teams represents a unique and thrilling moment for the global media and entertainment industry.

We're bringing together 2 of the most respected and storied names in Hollywood. And in doing so, we have the opportunity to tell even more great stories and share them with a broader global audience, while at the same time, creating long-term value for our shareholders, and we couldn't be more excited for all that's ahead.

And with that, we're excited to get into your questions.

Thanks, David. Okay, operator, we'll now go ahead and open up the line for questions.

[Operator Instructions] Our first question comes from John Hodulik from UBS.

Can we just follow up on the comments you guys made on DTC talking about coupling the services. Any color on whether you're not -- you expect to eventually combine those 2 services into one service and over what timeframe? And then similarly, you talked about the technology harmonization. What are the steps or the timing upon sort of getting the entire sort of DTC business on 1 IT platform?

Yes. No, thank you so much for the question. As we said, we do plan to put the 2 services together, which today gives us a little over 200 million direct-to-consumer subscribers. We think that really positions us to compete with the leaders in the space at Paramount by middle of this year. We'll have competed -- sorry, completed the consolidation of our 3 services under one unified stack. And you can see us taking a similar approach to basically this platform going forward. And we think the combined offering, given the amount of content and what we can do from the tech side, really will put us in a position to be able to compete with the most scaled players in DTC.

Our next question comes from Michael Morris from Guggenheim.

I wanted to ask you about the legacy network portfolio that you will now control. It's certainly a robust collection of those networks. And so -- and it's pretty significant portion of your combined economics, especially on the revenue side. Can you talk a bit about the plan there going forward? How do those look in terms of operations? Are there strategic things that you plan to do to maximize the value?

Yes. No, absolutely. So as we said, I think by putting basically the combined linear businesses together, it gives us an incredible footprint across both content and sports. There's -- it also gives us the operational efficiencies, we believe, to keep those businesses healthier for significantly longer than they would be on a stand-alone basis, which will be good for jobs, will be good for free cash flow.

And we also, as the approach we've taken in Paramount, there are incredible brands across the combined linear portfolio that we really do believe in being able to transition to a digital future. And really, we can then meet people where they are, right, where if you want to have the choice to access it on the linear platform, you can do that. If you want to access those brands in the streaming ecosystem, you can do that and believe that the combination of that will ultimately keep the portfolio healthier and prolong the life for longer than they would as stand-alone businesses.

Andy, anything you want to add...

Michael, on the question of strategic actions contemplated, we, like at Paramount, believe in the assets we're buying, and there's no plans to divest or spin off a package of cable assets at this time. And in particular, we actually think given the brands that Warner Bros. is bringing to Paramount, we have a lot of opportunities to think about all the different aspects of what they can do, both on the linear side and the digital side that David already talked about. So that's our plan right now.

Our next question comes from Robert Fishman from Towers (sic) [ MoffettNathanson ].

I want to know how does Warner Bros. and HBO IP help accelerate your growth that you wouldn't be able to have achieved on your own with your own franchises and IP that we started to discuss last week on your earnings call. And as part of the increased bid since where you started the process, I'm just curious how much value do you ascribe to the Warner Bros. and HBO libraries?

Yes. No. So look, we think that basically the combination of these 2 companies really puts us in a position to be able to compete with all the leading players in the space. By bringing these 2 companies together, we have 15,000 basically films and thousands of television episodes. It's an iconic portfolio of franchises from Harry Potter, Lord of the Rings, the DC Universe, Game of Thrones, Mission Impossible, Top Gun, Transformers, SpongeBob, Star Trek, we think, is incredibly powerful.

The combined DTC platforms is basically 200 million subscribers at close. To contextualize, it's roughly the size of Disney, right? Obviously, competitive with Amazon, competitive with Netflix. So we really do think that, that really positions us to be one of the leading competitors in the DTC space and really accelerates our growth there and achieving scale in DTC. We've talked about it since the beginning of the new Paramount Skydance as one of our primary goals for the business.

I think when you look at the sports portfolio, we'll have the NFL, Olympics, UFC, PGA Tour, all of March Madness, Champions League. It's an incredibly robust basically platform. And we think the combination of that will position us really well for competition. So we do think that there is a significant value in putting these 2 businesses together.

From a value standpoint, our bid was at $30 a share basically December 4 of last year, we have been consistent, and we think we have been offering greater value certainty and speed to close. We only increased our bid from a value perspective by $1 between basically the December 4 date and the deal that we're very grateful the Board ultimately ended up accepting. And again, our viewpoint is really on building long-term shareholder value, and we believe that this transaction positions us well to do exactly that.

Our next question comes from Rich Greenfield from LightShed Partners.

You made a comment about not having interest in selling off a portfolio of cable networks or not doing, I guess, a Versant. But I guess as you look across the combined portfolios, are there any assets that you sort of look at and go, those are noncore to the company that could be used to reduce leverage?

And then just a big picture question. As you did this huge deal with UFC, I think you've already had 2 fights or 2 fight nights play out. I'm curious whether your contracts contemplated having Warner Bros., can you use that content across HBO, TNT Sports? What type of flexibility do you have? And maybe this is just a good opportunity, should we assume that even if you combine the services, Paramount+ and HBO Max, will there still be a premium version of HBO that still keeps sort of a premium level status?

Rich, it's a great question. And so for the first part, no, very simply, we have no divestitures planned at this time. So just take that one, that's our answer there.

In regards to the UFC, what I would say is we did future-proof the deal, so we do have the flexibility. We have the ability with the UFC to ensure that by bringing the streaming services together, it can be available across both platforms. We have basically flexibility to be able to put those on -- some of the fights on both our broadcast network as we're doing in one of the upcoming fights. We also have flexibility to have some of those events on TNT. So I think we do create the -- we have the flexibility in that deal to really maximize value and also really maximize reach for our incredible partners at TKO.

And look, while we won't get into any personnel conversations, I hope, understandably, Casey and his team do an absolutely remarkable job at HBO. And as we said, we do plan for that to be able to operate with independence so that HBO can candidly do what it does incredibly well. And our viewpoint is HBO should stay HBO. And they built a phenomenal brand. They are a leader in the space, and we just want them to continue doing more of it. But by bringing the platforms together, all of our content will be able to reach even a broader audience than we can do stand-alone.

David, what's your favorite HBO show of all time?

It's hard not to say Game of Thrones.

I'll throw in Sopranos.

Yes, that's good too. There's a lot, Rich. It's a long list.

I just wanted to know your favorite. That's all.

Our next question comes from Peter Supino from Paramount (sic) [ Wolfe Research ].

It would be exciting to be at Paramount right now. This is Peter Supino from Wolfe Research. There's a lot of handwringing in the film and TV business about the share of broader consumer attention paid to film and television as a category. So my question is, how important is engagement growth to your team as a metric of success? And if it's important, how do you plan to factor that into managing the company and communicating with financial markets about it?

Yes. So I think you have to break that question up into a couple of pieces, right? I mean when you look at basically the theatrical space, which is something we deeply, deeply believe in, large franchises and big pieces of intellectual property are launched in theaters period. I'll say I personally learned this lesson, both of these films I'm incredibly proud of. In 2022, we basically -- we had the largest theatrical box office film. We were the first or second with Top Gun: Maverick, which became a cultural phenomenon, grossed $1.5 billion at the box office. And really, I think, is something that resonated culturally that year.

At the same time, we released The Adam Project that summer on Netflix, which at the time of its release was the most successful film in Netflix on the time, previewed incredibly well with audiences, but really did have a different cultural resonance, basically, perspective in terms of how films obviously resonate on streaming versus what they do theatrically. It's why we said from day 1 when we acquired Paramount that we weren't going to be in the business of making movies directly for streaming. We really believe that movie should be seen in theaters. And we still believe that's one of the most significant places that you can really create long-term resident intellectual property.

Television is a completely different business in that regard. You can obviously pierce the zeitgeist and put huge hits up on the direct-to-consumer platform. But when it comes to the DTC business, engagement is absolutely key to obviously success there. So you have to look at what drives engagement. It's really more unbelievable content that the audience wants to engage in. By combining these incredible, obviously, studios and platforms, we're delivering the audience more of what they want from a content perspective. And then it's also significantly improving the basically tech product to obviously keep people engaged with that platform for longer.

So engagement is a key metric that we're going to look at, and we are going to continue to invest in both our -- the incredible content offering that this company will create and produce as well as in a tech product that can really compete with the best that's coming out of Silicon Valley and the industry leaders in the space.

Yes. I would just add on sort of what we may or may not disclose. I think it's too early to sort of have that conversation. I do think that you'll see the results over the course of the next several years sort of embody what David just talked about relative to engagement and reduction in churn, which you'll see in the increase in revenues from DTC and the expansion in margin over time.

Our next question comes from Rick Prentiss from Raymond James.

This is Brent Penter on for Rick Prentiss. I just want to hit on timing. What precedents are out there transactions maybe of this size and scope that gives you the confidence that this deal can close in Q3 '26? And then relatedly, we have negotiations coming up with writers, actors, directors. Any impact on the timing of the deal related to those negotiations taking place at the same time or vice versa? Could there be any effect on those discussions with the guilds that this deal might have?

So look, in terms of basically our confidence in closing the timeline, we are absolutely confident that we can meet basically timing that we've outlined. To summarize, as we've said, the HSR waiting period is expired, obviously, domestically, which means that there is no reason if we had cleared globally why we couldn't close in the U.S. today legally.

We've been engaging with regulators around the world. And the combination does not come close to hitting any of the metrics that would be problematic from that standpoint. We will work incredibly collaboratively with regulators to ensure that we get a quick path to closing and are confident in our ability to achieve that goal. And in regards to the union negotiations that are ongoing, we do view those as obviously separate from the speed of the transaction closing. But with that said, we're not going to comment on ongoing negotiations.

Our next question comes from David Joyce from Seaport Research Partners.

I was wondering about the array of sports rights in the portfolio on a pro forma basis. Have any of the regulatory bodies around the world expressed any concern about that sort of concentration?

What I would say is there has been none of that expressed to us at this time. And I think if you look at peers like ESPN and others, you won't see anything that's obviously further consolidated or out of line with other industry leaders in the space.

And I would just add on that. There are a number of sports rights that are actually not exclusive to our combined networks that also are distributed across other platforms globally.

Our next question comes from Craig Huber from Huber Research Partners.

I thought it was interesting, you said you have no intention here of cutting your production content spend. Maybe you could touch on that a little bit. And also talk about AI, if you would, a little bit, how that comes into being here with the 2 combined companies here from a cost efficiency standpoint, but also maybe how to help the top line as well.

Yes. No, absolutely. As we said, we have no intention to pull back on production. We obviously intend to make 30 movies a year, basically 15 films from Paramount, 15 films from Warner Bros. Additionally, when you look at the overall landscape, when you put these 2 services together, we'll be at 200 million subscribers, the market leader at Netflix is 325 million subscribers based on their last earnings call. So we obviously -- we have all of the economic incentives to make sure that we grow this business and are going to invest in content to basically achieve those goals. So from that standpoint, that's really how we're going to operate.

In regards to artificial intelligence, I talked about this a little bit on the last earnings call, I do believe that it's going to be a transformative technology in the space. But first and foremost, we are a content company. We are a storytelling company. And we really do look at AI as a tool for artists and really want to develop it basically through that lens. Do I -- I also am somebody who has tremendous optimism about the creative unlock in terms of what it can do in the hands of some of the greatest and emerging filmmakers in the world. But from that standpoint, everything we look at will really be as a tool for the artist, never as a replacement for storytellers, never as a replacement for filmmakers really in support of their visions and what they look to achieve.

Dennis, anything you want to add on that?

Yes. I would just say, I mean, we talked about our medium-term goals. And so when you think about our overall investment that David has outlined, like that's contemplated, right? We expect to see content grow, help grow our DTC business, help us grow the Studios business. And then when you put that growth plus realizing the synergies we talked about together, that's where we get to the $10 billion plus annually in free cash flow by 2030. And so we really think about growing this business and invest in this business as David and Andy outlined.

And last thing I'll add to that, just one of the areas you will see us invest in this space is really in the engineering talent. As we talked about on our last earnings call, we do plan to 10x the headcount in terms of how much we invest into that space, which we do think will position us well for really being able to be a driver in this category. But again, really in support of the creative community that we're very fortunate to work with every day.

Right. Thank you, Craig, for the question. Thank you all for joining us this morning. We'll go ahead and wrap it here. But if you have any additional questions, please feel free to reach out to me or Logan, and we'll try and get back to you.

Thank you. This now concludes today's call. Thank you all for joining. You may now disconnect your lines.

Ladies and gentlemen, welcome to the Warner Bros. Discovery Fourth Quarter and Full Year 2025 Earnings Conference Call. [Operator Instructions] Additionally, please be advised that today's conference call is being recorded.

I would now like to hand the conference over to Mr. Peter Lee, Senior Vice President, Investor Relations. You may now begin.

Good morning, and thank you for joining us for our Q4 and full year 2025 earnings call. Joining me today from Warner Bros. Discovery's management is David Zaslav, President and Chief Executive Officer; Gunnar Wiedenfels, our Chief Financial Officer; and JB Perrette, CEO and President, Global Streaming and Games.

This morning, we issued our earnings release, shareholder letter and trending schedule, and these materials can be found on our website at ir.wbd.com.

Today's presentation will include forward-looking statements that we make pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include statements about the benefits of the plan separation or the proposed transaction with Netflix, future financial and operating results, future company plans, objectives, expectations and intentions before and after the separation and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations from Warner Bros. Discovery's management and are subject to significant risks and uncertainties outside of our control that could cause actual results to differ materially from our current expectations. For additional information on factors that could affect these expectations, please see 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 its reports on Form 10-Q and Form 8-K.

I will turn the call over to David for some brief remarks, after which we will take your questions. Before doing so, I would kindly request that you limit your questions to the topics related to our Q4 results and related business and financial topics. As noted in our shareholder letter, management will not be taking questions regarding the Netflix transaction and our discussions with Paramount Skydance.

And with that, I'll turn it over to David.

Good morning, everyone, and thank you for joining us. From the beginning, we set our goal for Warner Bros. discovery has been to make this great company the most innovative and exciting place to tell stories in the world. Looking at 2025, it's clear we fulfilled our ambition.

Warner Bros. Motion Picture Group delivered a historic run of success with 9 films debuting #1 at the box office in 2025, 7 consecutive films opening with more than $40 million in box office sales, a first for any studio. And our film spent 16 total weeks atop the global box office. We accomplished this through brilliant original films, like one battle after another, centers weapons and global tentpole titles like a Minecraft movie and Superman, and we revived IP like the Conjuring last rights and Final Destination Bloodlines. Fans responded and critics did too. Our film slate won 9 Golden Globe awards, including best picture musical or comedy for One Battle After Another. And cinematic and box office achievement for centers. Next month, we're up for an industry-leading 30 Academy Awards, and we're optimistic the incredible original films we produced and talent we've worked with will deservedly be recognized.

And we are seeing momentum continue in 2026. Weathering heights our ninth consecutive theatrical release to open #1, has generated over $160 million at the global box office in 2 weeks, including an $83 million opening weekend, further reinforcing our commitment to exceptional original storytelling and our position as a premier destination for the world's leading creative talent. Building on the momentum, our 2027 film slate is set to deliver a truly monumental year for Warner Bros. with tentpole and franchise powerhouses on the horizon from Godzilla Berson 3 Superman man of tomorrow from James Gunn, Minecraft 2, Condrin First Communion Batman Part 2 from Matt Reeves, Gremlins, and Mode of the Rings on frugal. We also brought innovative and exciting storytelling to television, both in streaming and through our Linear Networks. So many of the series that shaped global culture in 2025 were delivered to audiences around the world by HBO and HBO Max.

Building on shows like The Pit, The White Lotus and the Last Of Us, HBO continued to deliver hits in the fourth quarter with several breakout sensations. I welcome to dairy delivered the fourth strongest debut season in HBO history, averaging 27 million viewers per episode and Heated Rivalry, which averaged 13 million viewers in episodes and drove meaningful social media engagement. That momentum is ongoing. Both The Pit and Industry have become cultural sensations with their new seasons, which debuted in the first quarter of 2026, seeing 30% and 50% respective audience growth versus their prior season. A Night of the Seven Kingdoms, the third installment of the Game of Throme's franchise has also debuted strongly, averaging over 24 million viewers per episode and growing. With House of the Dragon, Euphoria, the Gilded Age, DUNE PROPHECY and HAC returning this year as well as the premier of land terms and steward sales to save the universe. This is just the beginning of what promises to be a banner 2026 for HBO.

Our Streaming segment also delivered terrific growth. Scaling HBO Max globally has been one of our core priorities for 4 years. We've executed our plan with focus and discipline, now exceeding the 130 million subscriber target we set out in August 2022. Following the successful launches of HBO Max in Germany and Italy and the upcoming launches in the U.K. and Ireland, we are on track to reach more than 140 million total Streaming subscribers by the end of the first quarter, and we're well on our way to exceed 150 million subscribers by the end of the year.

Our Global Linear Networks also continue to create and tell stories that inspire and entertain fans with 17 of last year's top 25 new cable TV series and improved general entertainment viewership trends in recent months, our global linear networks teams clearly remain highly attuned to today's audiences. While secular headwinds persist, our portfolio of networks attracted 30% of all prime time cable viewing in the U.S., and we advanced critical initiatives like the launch of CNN All Access. Encouragingly, we saw a sequential improvement in advertising trends during the fourth quarter, which has continued into Q1.

And of course, the 2026 Milano Katina, Olympic Winter Games, which closed this past Sunday, was a massive success for Warner Bros. Discovery. Over the course of the winter games, we saw more than 50% growth in linear hours viewed compared to the 2022 winter games. And we more than tripled our Streaming audience on HBO Max and Discovery Plus throughout Europe. Four years ago, Warner Bros. was a business in need of transformation. Over that time, we've invested aggressively in transforming Warner Bros. Discovery for the future.

We invested big in making great original film and television and reignited important legacy Warner Bros. IP, like our DC Attack Plan, which James Gunn and Peter Safran have been executing. Harry Potter, Lord of the Rings, Gremlins, together telling stories that have shaped global culture. We invested in Streaming technology and turned HBO Max into a world-class D2C platform that we have now launched globally in over 100 countries and territories. And we invested in our global networks, evolving our brands, accelerating our digital future and empowering teams to adapt, innovate and continue entertaining audiences worldwide. The result has been a creative renaissance at Warner Bros. Motion Pictures, Warner Bros. Television, DC and HBO and is exemplified by our success in 2025 with the best and most talented people on and behind the screen.

Since our Q3 2024 earnings call, when we made clear we were evaluating all paths to unlock value, we have taken decisive actions, first, through our corporate reorganization, then announcing the planned separation of Warner Bros. and Discovery Global and ultimately, a comprehensive strategic review. Our Board continues to lead a rigorous, highly competitive and thorough sales process. We engaged with 4 bidders, which led to 8 price increases and have thus far achieved a 63% increase in value versus the first offer received in September, delivering significant value for WBD shareholders throughout the process.

Our focus has and always will be maximizing value and certainty while mitigating downside risks. And the Board will evaluate any proposal against that standard with the objective of delivering the best deal for our shareholders. When we started Warner Bros. Discovery in April 2022, the WBD stock was around $24. Since then, we have been laser-focused on transforming the business for the future, investing big in our creative culture and original storytelling at HBO, Warner Bros. TV, Warner Bros. Motion Pictures, New Line and DC, all of which created meaningful shareholder value.

With that, we now welcome your questions.

[Operator Instructions] Your first question comes from Rich Greenfield of LightShed Partners.

Really, the first one for Gunnar. As you think ahead to the spin-off of Discovery Global this summer, there's a tremendous amount of investor focus on what leverage it can handle and what is really achievable. I guess do you see any issues with Discovery Global being 3 to 4x levered, given the free cash flow dynamics of DG right now? And why do you believe because there's been obviously a lot of focus on Versant -- why don't you look at Versant as a good comp for DG?

Okay. Good morning, everyone, and thank you, Rich, for those questions. Look, I don't want to talk about sort of specific comparison with our competitors here. But I do want to talk about the opportunity for Discovery Global in general. And I have spent a lot of my time over the past half year working with the great networks leadership team, fantastic people. And I really do believe we have an opportunity to double down on what already makes us a global leader in the field.

We have unmatched scale internationally and locally. We have iconic brands reaching billion people. We have trusted journalism with CNN and TVN and other players everywhere in the world, fan favorite talent, a world-class sports portfolio, and I'll say a little bit more about sport and how that differentiates and a strong digital footprint that is already contributing meaningfully to the monetization of our brands and our network content and I think has tremendous growth opportunity as we get going here.

I do want to start with the international opportunity a little bit because that's typically harder to understand from a domestic perspective here. But number one, we have fundamentally different trends internationally. For example, we're expecting to be flat to slightly up in international ad sales this year. Obviously, a fundamentally different setup than the domestic business and largely impacted by the fact that we have meaningful free-to-air presence in many of the key markets. We also have scale internationally that allows us to partner, potentially think about M&A partnerships, representation with other players in the market and a team that's been in these individual territories for decades, boots on the ground with strong relationships in all of our revenue lines. So that's number one. And I think hard -- or sometimes overlooked from a domestic perspective.

Number two is sports, and I'll talk about the U.S. side here for a second. Not all sports rights are created equal. And if you look at our sports portfolio, and if you just take 1 metric over the past 12 months, we've had 104 -- 140 events where we reached 2 million people or more. So this is a high-quality, high-impact sports portfolio. And we're committed to continuing to support that portfolio with opportunities as they arise, but we feel very, very well positioned with that.

I do want to talk about D Plus for a second. We haven't talked about it a lot because HBO Max has been the core priority. But if you remember back when we merged into Warner Bros. Discovery. We were trying to shut down Discovery Plus. And the fact of the matter is we still have millions of viewers. We're very regularly engaged who love the content, and there is a tremendous opportunity. We have already opened up the buy flow again in certain international territories. And as you saw in our proxy, it is a profitable business, and I think has a lot more ahead for us.

CNN, I mentioned the journalism. CNN is the most trusted global news brand. The news gathering organization is unrivaled from my perspective. Whenever something happens anywhere in the world, we don't have to have people at a desk. We don't have to send people. We have people on the ground who are there within hours or minutes sometimes, able to cover whatever is going on. And that's reflected in the spikes and the strong viewership we've seen coming into the first quarter of this year. And Mark Thompson has been leading that business with an eye towards leveraging that core asset of the global news gathering organization into a much more -- a much broader monetization interaction model. We've launched CNL and All Access to give people the interaction with our news offering, however and whenever they want. And again, you saw in our proxy, the ambition, how we're planning to begin growing that business again after a phase of investment.

And then I'll speak to the CFO here again for a second, the capital structure. It's sometimes over and that goes to the first part of your question. Again, if you do the math, based on what was disclosed in our proxy, you would see that Discovery Global would come out of the gate with roughly, call it, the 3.3x net leverage number. That is absolutely sustainable and supportable. I actually think that rating agencies are probably going to -- and again, it's early days. We don't have final ratings yet, but I would expect that we're going to see single B, maybe low BB ratings for Discovery Global, so absolutely sustainable. And there is a huge opportunity because as we've shown in the past, we are very well able and willing to leverage the opportunities in our long-dated, low-interest capital structure. So again, I could not be more excited about the opportunity. And we're ready to get going.

Does it sound like you're losing a lot of sleep over leverage?

Absolutely not. I mean -- look, I mean you're right, there has been a lot of investor focus. There has been a lot of debate also about this famous debt allocation mechanism, just to be absolutely clear. This Board and the management team, we're targeting to optimize shareholder value and everything we're doing. We're targeting to not have to move any debt around. We put in that estimate range of $0 to $2 billion in the proxy to give ourselves some wiggle room, and that's the end of it.

Your next question comes from Robert Fishman of MoffettNathanson.

Looking at all your premium Warner Bros. and HBO original content and the franchise IP that you start to talk about, what do you think is now finally being appreciated that was overlooked before the sales process heated up? And how difficult is building new franchises from scratch?

And then just separately, as we think about your internal forecast for streaming profit to roughly triple by 2030, can you help us break down the drivers to reach that goal? What do you think is misunderstood areas of growth? Is it advertising, pricing, subscriber increases or even more efficient spending?

Thanks, Robert. I think that there was a -- we certainly had a team, me included, that was focused on delevering this company and paying back debt. And we needed to accomplish that, and we did. But most of our day was spent on this idea of investing in original content and bringing back the great franchises that Warner Bros. uniquely owns and investing more money in content. And so yes, we made -- we canceled a lot of movies and a lot of series when we first got here.

The question we asked in each case is how is this content and how are these stories helping us? And are they doing well? And so we canceled a lot of stuff that was down 50% or 60% that we didn't think was going to be successful. What I think was missed was we hired a great leadership team, creative leadership team. And we invested enormously in this mission of -- this question that we ask ourselves all the time that what stories will we tell at this great company at Warner Bros, at HBO, at Warner Bros. Television?

And so we really tripled down on investing in getting the best writers and directors back at Warner Bros. We didn't lose any creative talent in the last 4 years, and we added substantially to that and investing aggressively in original content at HBO, Warner Bros. Television, Warner Bros. Motion Pictures and not just investing in just doing in existing franchises. Batman 2 is very important to us. And Minecraft 2 is important to us. But original content. That is really what Warner Bros. is about. It's why we invested in centers. That's why we invested in weapons. That's why we invested in One Battle After Another. And I don't think anybody is investing in original content in television and motion pictures the way we have. It did take time. We're a long-cycle company.

And so our commitment to D.C. was mostly heard in terms of language, and then you saw it with Penguin and Superman. Our commitment to original content, you saw it coming slowly. It came out with Minecraft and talking about building new franchises. Mike and Pam were able to do that with Minecraft. And Minecraft 2 is coming back. It made almost $1 billion, and it's coming back in '27. So I think when you look at Warner Bros. today in HBO, it's a company that's storytelling first, focused primarily on the creative culture and with a superb creative team that has been given great latitude to take risks to tell original stories because we are a business of challenge and failure. But with the Warner Bros. Library, together with the creative talent we have, it's been a great creative renaissance at Warner Bros. and you see it across our entire company, and you'll continue to see it.

When you look at '27 on the motion picture side, it's stunning. And it's all coming together for Warner. And for HBO as well. HBO has never been stronger. Casey and the team at HBO have shepherded an extraordinary creative slate and JB and his team thought to take that all around the world. And now that we'll be launching in the U.K., Germany, Ireland and Italy. We're not done yet, but it's a huge accomplishment to take these -- this business global and to see it sore.

And Robert, on your question about the levers for growth and what makes us highly confident about the future growth of HBO Max in the Streaming business, I'd say there's 5 different levers that we look at. One is we say oftentimes, the product is the content and it starts with -- we've never been clearer about what we need, the kind of content we need, the customer segments we have to go after and strengthen. And we've been at work at that for the last 4 years, continuing to improve it and some of the hypotheses that we had like the need for a longer running series that ended up with the pit and with the strength of the team that Casey and his organization have.

We have a track record of delivering an incredible batting average with the swings that we take. And so the content is strengthening. We go into 10 years of Potter starting in the beginning of '27. And so we have great visibility to a strengthening content slate, which is at the core of everything we do.

The second is, we are seeing and we do expect further volume and penetration growth driven by, a, obviously, relatively recent launches in big, sizable new markets, including the European markets that we are in the process of completing this quarter. And so there's more growth to be had in those markets. Penetration growth in our existing markets, driven by partly the content slate, a sharper marketing focus, social outreach that is strengthening. And then we're in the second inning of our password sharing enforcement. And so that is just beginning to get scale. It hasn't expanded globally at all. That will start in 2026. And so that's volume and penetration levels.

The third is product enhancements. We talked about this all the time that we went from not good to good, but we've still got a ways to go to get to create. And that is every day hundreds of improvements last year that we made that improve -- move the dial inches every time, but to improve engagement and retention.

The fourth is obviously retention. We have focused a lot, but the -- we still think there's significant opportunity to continue to improve churn and retention, and we have a number of initiatives going forward this year and next that will continue to drive that lower.

And then the last is just monetization, which is obviously a combination of both price on the subscription side and ad sales, where we are very early in the ad sales growth trajectory based on the fact that our fill rates are still relatively low internationally, and we're still launching in new markets with our ad tiers, and we think there's further upside in the years to come. So we feel great about the next couple of years and the really kind of sweet spot of the flywheel we're finally getting into to seeing content marketing, product enhancements all flow together to drive that growth.

Seeing HBO driving it globally was such a key initiative for us and doubling down on the quality content. And also having backing canning and her great team on rebuilding Warner Brothers Television as the largest and premier producer of TV in the world. But one of our big bets was the motion picture business. We believe in the motion picture business. We love the motion picture business. And 4 years ago, most of the movies were being made to go direct to streaming. We did get rid of a lot of those movies. But then we took those economics plus some with an ambitious idea that people will come back to the theaters. And Mike and Pam believe that and Bremer believe that, and James Gone and Peter believe that. And we, as a company, believe so deeply in the motion picture business, and putting movies on the screen for shared experience.

It's the top of the pyramid. It's what we all grew up with, and we're owed by. And it's what -- when we look at this year and we look at next year and the year after, our commitment to the motion picture business has -- is at the core of our company. And we're just excited about the fact that people are going back to the theaters. And then going back to see our content.

Your next question comes from Peter Supino of Wolfe Research.

I wanted to ask you to expand on the international expansion of DTC. You mentioned earlier in today's call that the programming is the product. And so I'm wondering if the amount of programming that you're offering international audiences is today driving enough engagement to get you a level of ARPU that enables you to make money? Or does that flywheel that you're working on require more programming dollars and does it require any local programming?

Yes. Peter, I guess a couple of observations. When we kicked off this journey 4 years ago, we said that we would focus on launching in markets where we thought we could actually turn -- return -- be profitable within a 3- to 5-year time horizon of launch. I will tell you that, that has turned out to be -- we've turned out to outperform that metric significantly and turn profitable. In most markets, within 1 to 2 years of launch.

And so we are well ahead of where we thought, and the international businesses are particularly the ones that have been around for a couple of years like Latin America, for example, meaningfully profitable. And so we continue to see opportunities to drive that profitability further.

The big benefit that we have compared to some is that a lot of the IPs that we're working with have global audiences already. And so whether it be DC and our both DC theatrical slate as well as the DC series we do, whether it be obviously the HBO brands in a -- The Game of Thrones Universe, as an example. And even on the theatrical side, other series and other things that we have in development, that piggyback off of an already established global franchises. We don't need to actually -- our content appeals to those global audiences in a unique way that is different than most. And so our need to do a lot of local international content is a little bit different than other players, number one.

Number two is we are doing and we have been doing select international content in markets that either there is a particular need or where the content seems to travel better than in most places. And so we had -- we are early on a couple of years ago to acquire the biggest leading local streamer in Turkey, which is a content type that travels well. Turkish novellas across -- many parts of the world do really well. And so we target investment in markets where both there are strong, big scale opportunities as well as opportunities where the content tends to travel. We announced this partnership with CJ last year on Korean content, which also obviously has a great track record of traveling well.

And so we are already investing in local content. We don't see a need to have a meaningful spike up. We will continue to invest in those markets as is currently in our plan and in the financials you see represented in the proxy. But that potentially -- certainly, local international content continues to be important, but we don't see a certainly major step change needed to continue to drive our growth.

The next question comes from Bryan Kraft of Deutsche Bank.

I had 2, if I could. Just first on the studio, I was wondering if you could provide some more color on the video games pipeline and how your broader strategy is evolving there, including what's coming in 2026? And just any kind of directional color on what your guidance assumes for 2026 EBITDA contribution from video games relative to 2025?

And then I just wanted to ask on the network side. Could you give a little more color on the advertising improvement? I know there was an MBA headwind, but how much improvement did you see in domestic advertising, excluding sports versus the international side, which also sounds like it's performing well and had some improvement?

Yes. Thanks, Bryan. On the first one on the game side. So obviously, 2025 was a year of sort of reset for the games business. And we really went back to kind of the basics. And the largest part of it was we had allowed ourselves to sort of get distracted to going after too many IPs with a too broad set of studios. And the core of last year's reset was around getting back to proven studios with proven games and proven players. And so that's where we are now.

Obviously, '26 is a year given that '24 we had, unfortunately, unsuccessful launches. '25 was this reset year, so we didn't really replenish the pipeline. '26, we'll see a sort of year that looks similar to '25. But the real fruits will start coming in '27, '28 when we return to some of our biggest franchises launching in that time frame and returning to those franchises. We haven't announced those yet. In 2026, we have 2 big IPs launching, one in May, which will be our LEGO Batman series from our -- one of our most prolific studios in the U.K., TT Studios. We are thrilled about -- we announced that game last August. We just released another trailer yesterday, and the feedback and the trending and tracking is looking terrific for that game and the quality of the game is fantastic. That's on the console PC side.

And the second game for '26 is out of our Boston studio with our successful mobile franchise, Game of Thrones Conquest, which will be coming out with a second game called Dragon Fire that we'll be launching this summer. And again, there, that's a different profile. As you know, mobile games tend to have a more upfront cost based on the UA and the marketing cost, but we feel confident just like its predecessor, Game of Thrones Conquest, which 8 years on is still delivering significant financial returns that, that one will also see a similar trajectory and will help us build an even more robust library.

Thank you, JB. And then on the ad sales side, Brian, so generally speaking, starting with the U.S. market, from our perspective, the market itself has been relatively consistent with prior quarters. As you pointed out, we have done significantly better and the sequential improvement that you mentioned is after digesting 100 basis points of NBA headwinds in terms of ad sales. And look, the driver here are, number one, the new upfront has kicked in. We're number two, we're seeing good scatter premiums. But number three, really some real health in terms of the underlying audience delivery. And that is across the board.

On the sports side, once you correct for NBA, we've done really well with the MLB playoffs, NHL has done well and has seen improvement. And on the general entertainment side, we mentioned this in our shareholder letter. We've had 17 out of the top 25 premier refreshment series. And importantly, we don't talk about this enough, but this is across all of our key networks. We had top shows for TLC with Balantoud, Fall of Didi on ID, Flip off on HG tournament of champions on Food Network and discovery with Naked and defrayed Boca. So all of our top networks are continuing to create high-quality output and that, I think, puts us in a very good position for 2026 as well. We're seeing those trends continue, and even more pronounced uptick on CNN audience.

So underlying delivery has been a real helper.

Turning to the international side. International, again, as an entire business line has outperformed relative to the U.S., obviously, with different trends in the different regions. But importantly, EMEA, our largest region, continues to do very well. And as I mentioned earlier, I think we can see some real stability, potentially even a little bit of growth in ad sales going into 2026.

Your next question comes from John Hodulik of UBS.

Maybe a couple of follow-ups on the Discovery Global side. Gun, you guys gave some guidance for ad and OpEx savings for 26 on that side. One, anything you can tell us about the cost savings? Is it just the MBA? or are there additional opportunities for cost savings there? And then is there a way to sort of bottom line in terms of how you see EBITDA trends in that business as we look out to '26 and maybe beyond? And then I'd love to get your view on how you see the sports business. You talk about the TMT Sports app. Just what's your appetite for building a sports business and potentially securing additional rights and how you see that business going forward?

Yes. Thanks, John. So look, in terms of cost guidance, it's a little bit of a weird situation because we have -- you have our projections, our long-range plan in the proxy. And I think that, that answers your question to some extent. Again, there is a big benefit from NBA cost savings, obviously, in -- and it's been a great outcome for us maintaining that profitability through such a transformation of our sports portfolio.

We're going to continue to be very focused on efficiencies in general. We are looking wherever we can at utilizing AI to further improve our efficiency and our effectiveness, got some great projects ongoing that are creating much better visibility into our content, et cetera. Those are all going to be things that will help us drive efficiency and generate more output with the same cost structure.

On the sports business, specifically, we continue to have appetite for sports rights. It is one of the important strategic pillars, as you heard earlier. And what hasn't changed is we're going to be disciplined. We're not going to be doing deals that don't make financial sense for us, but we're open for business. You will always see us involved in every process that's ongoing, and we will know what the value is, and we'll continue to be great partners. We're very happy with the partnerships that we have. And there will certainly be continued appetite as we go forward even after separation into Discovery Global.

Thank you. Ladies and gentlemen, there are no further questions at this time. That concludes today's conference call. Thank you for your participation. You may now disconnect.

Good morning. My name is Nadia, and I'll be the conference operator today. At this time, I would like to welcome everyone to Paramount management call to discuss the launch of their all-cash tender offer to acquire Warner Bros. Discovery. [Operator Instructions] I would now like to turn the call over to Kevin Creighton, Paramount's EVP of Investor Relations. You may now begin your conference call.

Good morning, and thank you for taking the time to join us today. I'm Kevin Creighton, EVP of Corporate Finance and Investor Relations. Joining me today is our Chairman and Chief Executive Officer; David Ellison; and our Chief Strategy and Operating Officer, Andy Gordon.

As a reminder, we will be making forward-looking statements today. The forward-looking statements include statements concerning the proposed transaction between Paramount and Warner Bros. Discovery, including with respect to the expected timing, the completion and the effects thereof.

All forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause Paramount's actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. Additional information is available in our SEC filings. Additionally, we will be posting materials to our IR website at the conclusion of this call.

With that, I'll turn it over to David.

Hello, everyone. Thank you all for joining us today, especially on such short notice. This morning, we advanced our proposal to acquire Warner Bros. Discovery by filing a tender offer, and we will submit our HSR filing here in the U.S., and we are also getting ready for the regulatory processes started internationally.

Consistent with the formal proposal we delivered to the Warner Bros. Discovery Board on December 4, we are offering $30 per share, all cash fully backstopped by my family, RedBird Capital Partners and our partners at Bank of America, Citi Bank and Apollo.

As part of our offer, the Ellison family and RedBird would remain the majority shareholders with an owner-operator ethos and discipline. Our offer represents approximately $18 billion in additional cash, certainty beyond Netflix's offer, which is a cash consideration of $23.25 per share, as we offer far greater certainty, both in terms of the regulatory path and the economics of an all-cash transaction.

On Thursday, we submitted our fully financed superior offer, an offer that directly addressed every concern with our previous bid that they laid out, yet we did not receive a single call back. That brings us here today. We want to bring our proposal directly to WBD shareholders to evaluate a clearly superior proposal across both economic value and regulatory certainty. And we believe they deserve that choice. We're here to fight for value for our shareholders and for WBD shareholders.

The motivation for this effort is simple. It's the same reason we pursued Warner Bros. Discovery from the start. We love the movie and entertainment business. We believe deeply in its future, and we want to help preserve and strengthen it.

Movies are one of America's greatest exports, and we want to lean into that legacy, not diminish it. By bringing together the complementary strengths of Paramount and Warner Bros. Discovery, we can unlock greater scale, reach and create a potential, telling even better stories and sharing them with a broader global audience.

This transaction is about building more, not cutting back, more opportunity for the industry, more choice for consumers, more value for shareholders and more support for creative talent. Our focus is on expanding creative output, not dominating the sector as Netflix envisions. Our goal is to make Hollywood stronger in a way that benefits the entire ecosystem.

We're taking our offer directly to shareholders because they deserve transparency and the ability to make an informed decision. Our proposal is superior to Netflix's in every dimension, higher headline value, increased certainty in that value, greater regulatory certainty and a pro-Hollywood, pro-consumer and pro competition future. We're confident that once shareholders have the opportunity to choose for themselves, they'll choose Paramount.

Now we'll take a few minutes to talk through some slides that highlight some key points. These will be made available on the IR website at the conclusion of this call.

As we just discussed, the proposal we put forth has superior economic value. It's $30 per share, all cash. To contextualize that is approximately $18 billion more in cash than the Netflix offer. Netflix offer is also uncertain. It leaves shareholders with stock in a highly levered Global Networks business. It exposes shareholders to volatile Netflix shares that could drive value below headline levels and has a highly uncertain regulatory outlook.

Our offer at Paramount provides regulatory -- provides certainty of value, fully backstopped financing package supported by the Ellison family and RedBird and more regulatory certainty. We addressed every concern WBD raised to us in terms of increasing value, strengthening our financing and enhanced regulatory commitments. Yet in spite of doing all of that, we received no response from WBD prior to the announcement of the Netflix deal, which is why we're here today.

Next slide, please. Paramount's proposal is superior across every dimension. We're proposing a full company acquisition, not a carve-out. The Netflix deal leaves shareholders with a highly levered declining global network stub, creating value uncertainty.

For value, our offer is $30 a share, all cash. $6.75 more per share or 29% more cash than Netflix. Including Netflix's stock component, their total value is $27.75, still $2.25 below our offer. Even after assigning value to the global network stub, total value to WD shareholders in the Netflix deal does not exceed $30 per share, and ours is in 100% cash.

Uncertainty, Paramount provides a cleaner regulatory path, stronger closing protections and an expected approval timeline of 12 months, which is materially faster than Netflix's. Paramount is also committed to broader and more comprehensive regulatory efforts to get this transaction done, a level of commitment that goes well beyond what Netflix' offering.

Andy, over to you.

Yes. Thanks, David. It was interesting to us that neither Warner Bros. nor Netflix gave any indication as to the value of the spun-off stub. For Netflix's proposal to exceed our $30 all-cash offer, Global Networks would need to trade above 5x forward EBITDA, a level above where the nearest competitor, Versant is expected to trade.

Using a 4.5x EBITDA multiple in line with Wall Street consensus for WBD's Global Networks business, Netflix mix of cash and stock equates to $28.75 per share, only $1 above their stated value offer. Across any reasonable valuation framework, our offer delivers greater value with greater certainty in all respects.

To further go through the analysis, we are centering the linear networks valuation of $1 per share, implying a total Netflix offer at $28.75, as I already mentioned. Our view is anchored again on Wall Street's consensus estimate for Global Networks of 4.5x.

Wall street also values Global Networks direct competitor, Versant, Comcast Cable Networks spinout and the closest peer to WBD's Global Networks; at 4 to 5x forward EBITDA. Based on the global networks expected 3.5x net debt-to-EBITDA ratio and a 4.5x enterprise value multiple, one can imply there is less than 1x EBITDA of value in the business for equity holders, of roughly $1 a share.

Versant is also expected to be far better capitalized with materially lower leverage than WBD's global networks. Their expected 1.25x net debt-to-EBITDA ratio leaves 3x EBITDA value in the business for equity holders versus 1x for Global Networks -- for Warner Bros. Discovery.

It's again, they have not disclosed how it's valuing the stub despite its significance to the economics of the Netflix proposal. Netflix has not only cash but two pieces of paper, their stock and WBD Global Network stock.

In addition, the purchase price adjustment based on leverage that can shift between studios and streaming versus Global Networks, whereas our bridge financing will fully finance the existing bridge loan and backstops the full debt of WBD.

How is it they didn't explain the mechanism by which debt between Global Networks and studios and streaming would be allocated to the extent that the banks and the market cannot fully finance the Global Networks business? This is a risk in the Netflix proposal.

Paramount's proposal delivers more value to WBD's shareholders with its timeline and certainty to close, as we've already mentioned. Timing matters because it directly affects the value shareholders actually receive. Netflix's proposal is expected to take meaningfully longer to close, which reduces its present value, which is important relative to when shareholders can get their money.

6 months of additional time to close versus Paramount's proposal lowers the value of the cash and Netflix stock components of their offer by roughly $1.25 per share. That's if it's only 6 months beyond what we've committed to, to close, taking it from $28.75 to about $27.50 on a present value basis. And that is again, only 6 months after when we believe our deal will close on the outside date.

There's also additional risks tied to closing certainty in the noncash elements of Netflix proposal, including, as I've already mentioned, the Global Networks value.

Let's talk about regulatory certainty, and I'll start here, and then I'll hand it over to David.

Netflix's proposal would solidify streaming domination and the end of streaming wars, combining Netflix and HBO Max would give a 43% share of all global SVOD subscribers and over 30% of U.S. subscribers. With HBO Max 125 million subscribers and Netflix's over 300 million, it would be the largest streaming service platform on the planet by far, with over 400 million subscribers and even greater number of subscribers at the planned closing, which is 2 years from today.

The deal will be harmful to the film and TV industry, undermine creative talent, threaten higher prices for consumers and threaten the future of theatrical releases. Numerous constituencies, including the Writers Guild of America, has already issued a statement that the deal must be blocked. Hollywood legends like James Cameron and Jane Fonda have spoken out, describing the deal as a disaster for theatrical films.

Paramount's proposal provides vastly superior certainty and projections for WBD shareholders and the Hollywood community protections. PSKY and Warner Bros. Discovery is pro-competitive and procreative talent. It creates a more robust streaming platform to compete with the dominant tech giants like Netflix and others.

Paramount is committed to growing the film and TV output of both businesses, including a theatrical slate of 30-plus theatrical releases per year. We're going to satisfy the needs of the moviegoing public. Our proposal offers greater regulatory certainty and a faster path to the required approvals, which I'll now turn it over to Dave.

Before going into that, I want to get into a little bit of the timeline as well. On December 3, WBD provided feedback to the proposal we submitted on December 1. Within 24 hours, we quickly submitted a revised offer addressing all of their feedback. In value, we increased our cash offer by 13% to $30 per share. On financing structure, we met their ask of having the Ellison family and RedBird reaffirm our commitment to backstop 100% of the equity.

And for clarity, the Ellison Family Trust holds well over $250 billion in Oracle stock, which is more than 6x the needed equity for this deal. We also offer greater regulatory certainty as the equity is fully backstopped by the Ellison family and RedBird. And the only regulatory condition that we need to satisfy is antitrust, which we are confident we can get through.

We also offer them flexibility between signing and closing. We agreed to give WBD full independence in managing their outstanding bridge loan facility, so long as PSKY is able to refinance any new debt at par. We also committed to providing broad interim covenant flexibility based on the guidance given to us from WBD.

Despite addressing every concern, we did not receive a response to our improved and superior offer, and a deal with Netflix was announced the next day. And we're here because we want to bring what we believe is a far superior offer directly to shareholders.

We think the key questions WBD shareholders should be asking are: one, did WBD thoroughly review our fully backstopped $30 per share all-cash offer? If so, why did they choose Netflix's offer with lower economic value and less certainty?

The Netflix proposal leaves shareholders with stock in WBD's Global Networks business, which is saddled with debt. How is WBD attributing value to this equity? What supports the view that Netflix can clear regulatory hurdles in a reasonable time frame? And was the sale process fair and robust and did it serve shareholders' best interest?

And with that, I'll open it up to questions.

All right. Before we jump into that, just -- sorry, one second, Nadia. While we focus on the details driving us to launch the tender offer, on this call, we'll be posting the slides to our website immediately after. And they will contain additional certain additional forward-looking views of the proposed combination of Paramount and Warner Bros. and how we'd expect to manage the combined business as well as some financial highlights. So I just wanted to flag that.

With that, Nadia, we'll go ahead and open it to questions, please.

[Operator Instructions] The first question goes to Ben Swinburne of Morgan Stanley.

David, Andy, Kevin, I guess a question on process and then one on the synergy opportunity. You've launched a tender at $30, I believe, today, I haven't gone through the full docs that expires early January.

Is the expectation that you'll be building a position in WBD or how do you think about the sort of the next several months of process as you guys move forward? And then $6 billion plus cost savings, David, could you talk a little bit about, or Andy, where that opportunity comes from?

As you know, both Paramount and WBD had rounds of layoffs and cost cuts going back probably 3 years now for each of them, including a lot that you've laid out on Paramount's Skydance. So where do you see such a sizable synergy opportunity across the combined entity would be helpful for us.

Ben, it's Andy. Let me take the structure on the tender offer. And as you know, we are going direct to shareholders with our tender offer announcement today. That tender offer will be open for 20 business days. Warner Bros. Discovery will need to respond to our tender offer within 10 business days.

And after the 20 business days, we have the option to continue to extend that offer to keep it outstanding for as long as it makes sense for the Warner Bros. Discovery shareholders. Beyond that, there's nothing more to say around that particular issue.

With regard to cost savings, why don't I take the first part, and then I'll turn it over to David? But this deal is about synergies between two of the largest entertainment companies in the country. And so unlike what we've done, which was improved efficiencies at Paramount, this is about duplicative operations across all aspects of the business.

What I would say to you is that we are very focused on maintaining the creative engines of the company, and so the costs really go to duplicative functions on back office, finance, corporate, legal, technology, infrastructure, et cetera.

And we feel confident in our $6 billion number after doing due diligence extensively with Warner Bros. with the help of our outside consultants at Bain, who guided us through the Paramount process and have allowed us to deliver on our earnings call, another $1.5 billion of efficiencies just at Paramount alone. David?

Yes. No. I mean it's -- I mean I think Andy really obviously covered it on synergies. I mean, in regards to the process, I think what's important to note and why we're here today is we do believe we submitted shareholders with a superior proposal that has roughly $18 billion more in cash in it than the deal they signed up with Netflix.

And if you just walk through these higher process, every single offer we made had no financing conditions. And throughout the totality of the process, we never received a single markup of the documents. And upon our last offer, which we are now taking directly to shareholders, which, by the way, we did note directly to the CEO, David Zaslav, was not best and final; we never got a response to, even after we responded to all of their requests within a 24-hour period of time.

And given the fact that when you look at our $30 in cash versus their $23.25 in cash, we believe that shareholders will want the value, certainty and speed to close that we are offering, which is why we're here today.

The next question goes to Robert Fishman of MoffettNathanson.

Curious, how would this Warner Bros. Discovery deal accelerate the timing of achieving your own North Star priorities, especially when thinking about scaling your streaming strategy globally?

How would you use or plan to use HBO and Warner Brothers content differently within Paramount+, maybe even from pricing or tiering perspective to help reflect the premium content?

And then just a second one, if I can. Can you just talk about your confidence of ultimately winning a bidding war with Netflix, if they feel the need to raise their bid in the future?

By the way, great question. And look, as we discussed on our -- obviously, on our earnings call, basically, one of our core North Star priorities is obviously getting to scale in streaming. And we believe this acquisition accelerates that core goal.

Paramount+ today is 70, 79 million global subscribers. WBD has 122 million. When you basically dedupe that, you get to round numbers, 200 million global subs at close, which puts us on par with Disney, but still significantly below Netflix at 310 million or Amazon at about that number.

So again, we really view this as our deal is completely procompetitive, it's pro creative talent, it's pro consumer as opposed to the combination with Netflix would give them such a scale that it would be bad for Hollywood and bad for the consumer and is anticompetitive in every way that you can fundamentally look at it.

And so -- and then when you talk about the offer we still have not received a response to our $30 all-cash offer, which is the most superior proposal that has been put on the table today. So until we hear back from that, that's why we're taking this directly to shareholders.

The next question goes to Steven Cahall of Wells Fargo.

First, just a question on how you think about the regulatory process. You talked about a Netflix proposal could lead to streaming domination. When I look at things like Nielsen's Gauge in total TV time, I think Paramount is a little bigger than Netflix is or pretty comparable anyway. So how do you think about the regulators looking at this market as a streaming market versus a TV market, since that seems to kind of matter for how the different scales pan out.?

And then just on a strategic basis, you talked about some of this consensus valuation around networks, which goes into a lot of this debate. How do you value that business? Some of your competitors in this process haven't been interested in linear. You clearly are. So how do you think about the opportunity in that business? Maybe how it's complementary to yours? Or why you think maybe it's worth more than what consensus is putting on it?

Yes. So look, I appreciate the question. And look, we've heard this category ambiguity argument a lot. And look, I think we've all been doing this long enough to where we respectfully don't buy it. You know that a couple of things. And one is all linear is not equal, right? Broadcast is an incredibly stable business. Cable is in secular decline, being replaced by streaming, period. When you look at category ambiguity, saying that streaming is not a market, it's a little bit like looking at the beverage market and saying that Coke and Pepsi can merge because Budweiser is a replacement to it. It's just -- it doesn't make sense when you look at it, and it's not the way regulators look at it.

In addition to that, look at it through the lens of the creative talent community. Basically, great showrunners are not saying "I'm going to take the next Game of Thrones to TikTok or Instagram." They take it to streaming services.

And when you look at the consolidation of market share that would occur by combining Warner Bros. Discovery and Netflix, that is unprecedented market share. And so from that standpoint, we think that, that is deeply anticompetitive.

And then in regards to the value of the network, we do value it at $1 a share. And when you look at the analysis of it -- and again, one of the reasons why we are so interested in it and want to acquire it is because when you put together with our linear business, there are significant synergies, as we've discussed.

And it will also be highly cash flow generative. And we can use that cash flow to invest in our North Star principles and invest that into more movies, more television series. So we said we want to make 30 movies a year exclusively for theatrical. We want to make more original series, invest in sports and invest in our growth businesses.

And last thing I would say when you look at what the proposed combined company is, round numbers, it's $70 billion in revenue, very quickly getting to [ $16 billion ] in EBITDA and generates $10 billion of cash flow.

Anything you want to add that?

No, I'd just say, Steve, look, on the linear networks -- our linear networks and our broadcast business combined will actually create a much more interesting portfolio, both for our shareholders, but also for our large distributors, who still need our content to satisfy the needs of their customers.

And we think that we can actually do a really good job on the synergy potential that we talked about and helping with that customer constituency and have confidence now that we've owned the business for a bit and understanding what we can do with those brands. And let's be clear, Global Networks has some really great brands.

The next question goes to Jessica Reif Ehrlich Cohen of Bank of America Securities.

I guess one question on valuation. When you think about the -- it's success, like how -- the money that's raised to finance the -- can you just talk about how that equity -- like what value -- how much equity will be raised -- how much is equity? How much is that? And how you value and what value goes in? Like what -- help us think through the dilution.

And secondly, the -- in an event that the Warner Bros. Discovery shareholders reject your proposal, what is Plan B for your future growth?

Yes. Jessica, it's Andy Gordon. Let me address sort of the sources of capital. I wanted to -- so you understand it.

So we're committing over $41 billion of equity from RedBird and the Ellison's family is backstopped, including our partners. We have $54 billion in committed debt. Of the debt, approximately $17 billion is reserved to take out and extend the bridge that Warner Bros. Discovery has to date.

The equity account will be priced based on a fair market metric that our special committee has been setting for the last 3 weeks, and we'll guide to make sure that all shareholders have the opportunity to invest alongside of us.

With regard to Plan B, I'm going to turn it over to David to address that.

Yes. Again, as we said on our earnings call, we absolutely believe in our stand-alone plan and all of our North Star principles. But the reason why we're here today is because we believe that we put a superior offer on the table for Warner Bros. Discovery. $30 a share, all cash, exact numbers, $17.6 billion more cash and is currently being offered in the Netflix deal; we never got a response to that offer, and so we're taking it directly to shareholders.

The next question goes to Richard Greenfield of LightShed Partners.

It's one or two parts. You're raising about $40 billion of, I believe, of Paramount equity to finance this. It sounds like forgetting about the backstop, but just what you're actually raising. It sounds like about $40 billion of Paramount equity. It seems like $20 billion -- sorry, $12 billion from the Ellison, $24 billion from the Middle East and the rest from RedBird and [ Affinity ]. Assuming I have that right, what will the leverage on the combined Paramount, Warner Bros. entity be?

And then just tied to this, in the filing, I see very clearly you're saying there's no CFIUS concerns since Abu Dhabi, Qatar and the Saudis are foregoing any governance on their equity checks. Just wondering if you could give us any color on why they're investing so much with no governance, right? Like what's the -- is there any rationale you can provide?

Rich, it's Andy. Let me deal on the net debt. Look, we expect that at closing, how the agencies will look at our pro forma capital structure will lead them to an investment-grade rating based on our deleveraging over a 2-year period post close.

So we will be below, call it, at closing with accounting for synergies around 4x. And we'll delever quickly to below 3x and almost 2x over the convening 2 years to 2.5 years. So that's where we are on leverage.

Yes. And Rich, when you look at this from -- again, I want to speak to this now as actually the largest equity holder Paramount Class Bs. And also as we will be the largest shareholder in the combined company. And when you look at this transaction, and basically the industrial logic of this, by putting Paramount's content engine and Warner Bros. Discovery content engine together, you create a phenomenal IP portfolio that is competitive with Disney, which is truly best-in-class.

You immediately get to scale in terms of our streaming business at, round numbers, 200 million global subscribers. And you have a significant linear portfolio with significant synergies that will be highly cash flow generative. And when you look at that from a returns perspective, it's incredibly attractive to -- obviously, to all shareholders.

And from that standpoint, I think that's why our partners obviously are here, is when you look at the returns, this is a good thing for our business. It's obviously why we're advocating for it so strongly here today. And that's -- I think that's the lens that they're incredibly sophisticated investors. They'll look at it through the lens all investors do, which is how do they maximize value.

And one of the things that we always look at as the largest investor in this business is we are shoulder to shoulder with shareholders looking to maximize value for everybody involved in our company.

The final question goes to Peter Supino of Wolfe Research.

This is Logan [ Angress ] on for Peter. Just one question for me. While it's clear you want the entire asset, it seems a lot of the $6 billion synergy target is probably coming from the linear network side. I'm curious, in a world where your offer for all of Warner Bros. Discovery doesn't work out, would you be interested in acquiring just the global linear networks stub? Or is it all or nothing when it comes to your Warner Bros. Discovery offer?

Look, Peter, (sic) [ Logan ], I appreciate the question. Look, we put forth -- what we're interested in is the proposal we put forth, which was to acquire 100% of Warner Bros. Discovery at $30 a share in cash.

All right. With that, thank you, Nadia, and thank you all for joining.

Thank you.

Thank you.

Thank you. This now concludes today's call. Thank you all for joining, and you may now disconnect your lines.

Ladies and gentlemen, welcome to the Warner Bros. Discovery Third Quarter 2025 Earnings Conference Call. [Operator Instructions] Additionally, please be advised that today's conference call is being recorded. I would now like to hand the conference over to Mr. Andrew Slabin, Executive Vice President, Global Investor Strategy. Sir, you may now begin.

Good morning, and thank you for joining us for our Q3 earnings call. Joining me today from Warner Bros. Discovery's management is David Zaslav, President and Chief Executive Officer; [indiscernible], Chief Financial Officer; and JB Perrette, CEO and President, Global Streaming and Games.

This morning, we issued our Q3 earnings release, shareholder letter and trending schedule, and these materials can be found on our website at www.wbd.com.

Today's presentation will include forward-looking statements that we make pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements may include statements about the benefits of the separation transaction we announced in June, including future financial and operating results; the separate company's plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations from Warner Bros. Discovery's management and are subject to significant risks and uncertainties outside of our control that could cause actual results to differ materially from our current expectations. For additional information on factors that could affect these expectations, please see 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 its reports on Form 10-Q and Form 8-K. I will turn the call over to David for some brief remarks, after which we will take your questions.

Though before doing so, I would kindly request that analysts limit their questions to topics related to our Q3 results in related business and financial topics. As noted in our shareholder letter, management will not be taking questions regarding our recent announcement of the Board's evaluation of strategic alternatives for Warner Bros. discovery. And with that, I'll turn it over to David.

Good morning, everyone, and thank you for joining us. When we formed Warner Bros. Discovery in April of 2022, 3.5 years ago. Our focus was on taking an incredible foundation of assets, world-class production capabilities, a century's worth of beloved storytelling franchises and IP and a roster of some of the most iconic brands in media and build them back up and transform Warner Bros. Discovery to thrive and win in the modern entertainment business. We built a creative culture that's attracting the best talent and Warner Bros. Discovery is now where creatives want to be.

Transforming and rebuilding Warner Bros. Discovery has been hard work. It has taken time and investment and the process has not been without setbacks. But as you could see from our third quarter results, we're delivering on our promise and Warner Bros. Discovery is back, global and stronger than ever.

As we've said consistently, our transformation and rebuild has been guided by 3 principles: First, returning our studios to industry leadership. When we brought Warner Bros. Discovery together, our Motion Picture Group had half a dozen or fewer movies on its slate and was stuck in last place. We were determined to invest in the motion picture business and to rebuild and regain our place as the leading motion picture studio. 3.5 years later, we're there. Right now, we're leading the 2025 box office domestically, we're leading it internationally, and we're leading it globally. Not only are we in first place, but we are the only film studio to have crossed $4 billion in 2025 box office revenue thus far. And we've done it with a significant amount of original stories.

That leadership was on full display in the third quarter. In Q3 alone, we successfully launched a new era for the DC Studios, Superman. We showed our exceptional [indiscernible] genre expertise yet again, with weapons and the conjuring last rights, which have together grossed more than $750 million in ticket sales. And we reinforced our commitment to producing great original works by great filmmakers with Paul Thomas Anderson's 1 battle After Another. As we look ahead, '26 and '27 will be a robust and strong slate of motion pictures. I'm excited to announce that we are adding a new Gremlins film that will be released in theaters on November 19, 2027. Steven Spielberg returns to executive produce or Amblin Entertainment, and Chris Columbus is coming back to both direct and produce.

We're also leading the industry in making television. Warner Bros. Television was recently recognized with 14 Emmy awards, including outstanding drama series for the Pit, and 9 Emmy wins for the Penguin. And WBTV remains Hollywood's leading supplier of television to both streaming and network platforms.

Based on our results to date, we expect our studios to meaningfully exceed $2.4 billion in EBITDA this year, and we are making strong progress towards our $3 billion EBITDA goal. Our second guiding principle has been to scale HBO Max globally. 4 years ago, HBO Max was a subscale streaming service that was primarily available in the U.S. We had a vision for HBO to be a global offering with broader and more local content, including sports in some regions, and that HBO could serve as a long-term profit engine. We are committed to that global vision.

Today, HBO Max is available in more than 100 countries. We've added more than 30 million new streaming subscribers in 3 years. Our streaming segment will contribute more than $1.3 billion in EBITDA to our bottom line this year versus losing $2.5 billion 3 years ago. And we still have launches in some of the biggest markets in the world, like Germany, Italy, the U.K. and Ireland coming in 2026.

By the end of next year, we will have more than 150 million total streaming subscribers. We're delivering those results by investing hard and continuing to distinguish our offering through quality. I said in the beginning of this journey, it's not how much, it's how good. And that belief continues to guide everything we do.

HBO really embodies that standard. And Casey and the team have done a superb job. Our successes earlier in the year with series like The Pit, Write Lotus and The Last of Us, carried forward into Q3 with shows like TASC and Gilded Age, both of which have averaged more than 10 million viewers per episode. HBO was recognized with 30 Emmy Awards this summer tied for the most of any network or platform. Just recently, HBO debuted It, Welcome to Dairy, to a resounding audience response. The series premiere was the third most watched in HBO history behind only The Last of Us and House of the Dragon, and has been watched by almost 15 million viewers in its first week. This is further evidence that in its long history, HBO has never delivered a steadier, more consistent pipeline of titles that subscribers circle in their calendars to watch.

In Q3, we also saw movies like Sinners, Final Destination Bloodlines and Superman arrive on HBO Max and drive strong engagement, with Weapons Now also available and The Conjuring Last Rights and One Battle After Another on their way in Q4, and we will end 2025 with more Warner Bros. Pay1 movies in HBO Max's top 20 titles than ever before.

After years of development, the balance of content we envision for HBO Max with Warner Bros. extensive TV library, HBO Original Series and Warner Bros. Pay 1 movies, a 1, 2, 3 combination that's very powerful. It has finally come into full form. The value proposition for subscribers is only growing stronger. Having rebuilt Warner Bros. to the #1 studio in the world is proving to be a big win, not just in the box office but across HBO Max, where our great films are driving record engagement and growth globally, well after its theatrical window.

Finally, our third principle has been to optimize our linear networks. The headwinds facing the linear television business are well understood. But for all that's been said about the disruption confronting these businesses, not enough has been said about their resilience. Networks like TNT, TBS, CNN, Discovery, TLC and HGTV, Food Network and many others continue to be indispensable to tens of millions of subscribers worldwide, which is why our networks remain such a powerful cash flow contributor.

As our global networks investment is extending their brands digitally, we see a long and profitable runway ahead. Through it all, we've also dramatically reduced our debt, with our net leverage ratio now down to 3.3x our EBITDA, including paying down $1 billion from our bridge loan facility in the third quarter. Thanks to the work we've done, we're on track to create 2 strong, well-capitalized businesses that can each create significant long-term shareholder value. The team is hard at work, both on the separation transaction and on following the Board's direction to evaluate strategic alternatives.

You've all seen media reports as to potential interested parties, and I won't comment on anything specific. But it's fair to say that we have an active process underway.

When you look at our films like Superman, Weapons and One Battle After Another, the global reach of HBO Max and the diversity of our networks offerings, we've managed to bring the best, most treasured traditions of Warner Bros. forward into a new era of entertainment and new media landscape. I'm thrilled with our progress in Q3 and welcome your questions.

[Operator Instructions] Your first question comes from Jessica Reif Ehrlich of Bank of America Securities.

Two questions, if it's okay. One on the library and 1 on sports. David, could you give us more color? You kind of alluded to the library, but you've grown organically and through -- also through multiple acquisitions over the last few decades. And you have quality -- but your quantity, but also obviously great quality. How do you think about mining the deep catalog? And can you give us some color on what's in Discovery Global Network or the soon to be named Discovery Global Networks like within Cartoon Network, Discovery, et cetera? And could -- you don't talk about that that much.

And then on sports, in the release talks about launching a standalone sports streaming app. Can you talk a little bit about how you feel about the sports portfolio today? Are there assets in there that you think are underappreciated? Are there opportunities to strengthen the portfolio?

Jessica, it's going on. Let me take those 2 maybe with an eye towards Discovery Global going forward. So I'll start with the sports question. As you've heard from us, we feel very good about the composition of our sports portfolio right now. We're going to begin to see some real benefits from the transition off of the NBA towards a portfolio of other rights that we acquired as replacement. You're going to see hundreds of millions of dollars of benefit next year from that transition. The team has done a phenomenal job restructuring our portfolio. That said, we're going to continue executing the same strategy as before. We're going to be disciplined in this space, but we also acknowledge that part is going to be 1 key pillar of our strategy going forward. That is the case for Discovery Global as it was for Warner Bros. discovery. And I do think there is going to be more opportunity opportunistically as we look ahead over the next 3 to 5 years.

The important change that we're working on and making great progress is the development of our stand-alone sports streaming app. We will need that in the U.S. market as HBO Max stops, the utilization of our streaming rights in the spin-off scenario. The team is making great progress, and that will put us in a position to have a a compelling stand-alone offering, but also something that will allow us to partner and bundle with our own products and others in the market.

As we've stated before, it will be working differently in the U.S. and outside the U.S. Outside the U.S., all of the sports content will be available to HBO Max, and we'll be offering it on HBO Max or as an add-on. There's some sports that will only be on HBO Max. And we have found that all of our movies and scripted series together with local content and local sport is a very compelling offering outside the U.S., and it's a driver of real growth, and it's quite differentiated. Here in the U.S., we didn't find that -- we were so robust in our storytelling that we didn't find that these sports were providing enough value for us in terms of incremental subs, which was -- we didn't get that many. There was some engagement. But the view is, for us, that HBO Max is much stronger as being a motion picture and storytelling product, not dependent on rental sports. And so I think it works out very well. And [indiscernible] we'll be able to take advantage of that with this new app.

Right. And then on the library, Jessica, you're right. I mean we're looking at tens of thousands of hours of beloved content that we're reaching more than 1 billion people with everywhere in the world. This is going to be 1 of the focus areas for the future Discovery Global leadership team to revitalize some of those content brands with different focus areas in different parts of the globe. We are adding thousands of hours every year to that library, a lot of which comes from our strong free-to-air presence outside of the U.S. And that is going to be 1 of the big strengths as we set sales with Discovery Global, and we will be fully focused on figuring out the best way to monetize, not only the fresh content, but also the enormous library with less sort of exclusivity for HBO Max...

JB you should talk to -- you're going to be all the content that we -- that you thought was valuable domestically and around the world will be -- will continue. You should just speak to that.

Yes. I mean we'll continue just going to have access on HBO Max to kind of what we call the best of the Discovery Global assets that continue to be healthy engagement contributor to HBO Max. And so the good news is even in the separation, we'll continue to have access to that domestically, we'll have access to that internationally, including, obviously, a lot of the free-to-air content that is bigger and broader, particularly in Europe from some of our free-to-air channels and networks across that market. So the good news is HBO Max continue to have access to the content that it has seen in our subscribers have seemed to be valued even in the separation.

And that will be the case, if, in fact, HBO Max goes ahead and splits as planned or if Warner is acquired as Warner. And obviously, if the company is acquired in whole, then they'll have access to everything.

Your next question comes from Kannan Venkateshwar of Barclays.

So maybe a couple of questions on the streaming side. So 1 on the discovery side, when you think about the CNN streaming app or the T&T Sports app, it feels like the process over the last few years has been for streaming apps to consolidate. And this yields a little bit of a reversal of that process where different genres are basically disintegrating it to different apps, which comes with its own operating costs and so on. So I just wanted to get the thought process behind that instead of maybe leaning more into licensing some of these rigs and monetizing it in a more, I guess, cost light manner. So some thoughts on that would be useful. And then on the linear side, the decline rate when it comes to linear distribution, seems to be a little different from your peers in the sense that your 2% affiliate increases are a little lower than what most of your peers seem to be talking about and the subscriber rate decline rates also seem to be higher. Is this because of some kind of a reset? And does this become a comp benefit as you go into next year and beyond with starts to benefit you?

Let me start with CNN and then, Juno, why don't you take over the the others. So we've been very quietly -- mark Thompson has hired a whole team, including a big group from the New York Times when he was there, where he rebuilt the New York Times as a digital business. This CNN product is the -- it's the first of many. But it's quite compelling, and we see it as a stand-alone. That doesn't mean that it wouldn't be bundled with multiple other products, but we had it on Max and HBO Max. And people look to the news, but this is a very compelling proposition that anyway, it's now here in the U.S., but very soon, it will be anywhere in the world you go, you can subscribe to CNN, where you could see CNN live. So if anything is happening in the world, if you wake up and tanks are rolling in Russia, and you want to know anywhere in the world, what is going on, when those events happen, CNN is on in every president's office and every Prime Minister's office. And it's when -- because we're the only real global news operation.

Mark and Alex have built a product around this idea that people everywhere in the world need to know from the most trusted source and news, what is really happening from journalists on the ground that they can trust. And so this will be -- if you have it, you'll see it. It's a terrific everyday product with robust opportunity to get [indiscernible] with all kinds of news other than the live feed or to have multiple live feeds. But in a world of AI and in a world of so many voices of what is really going on, to be able to be anywhere in the world at any time and hear something is happening and be able to go to this, we're very bullish on this as an independent product that will be of real scale, but also really important for society that we have this and making use of everything that's been built at CNN. And again, that could be packaged with almost anybody, but it's off to a very good start.

And Kannan, the only thing I would add is, don't think of it as sort of completely separate stand-alone products and technology stacks. JB and the team have built a phenomenal platform over the past few years. And to some extent, we're -- these are skins on essentially the same product platform. So there is very limited incremental operating costs. And also from a consumer perspective, think of it more as sort of modules that you could activate together. And what we've seen in virtually every market globally where we have experimented with news and sports, we've seen the greater commercial success by offering sports as a buy through as opposed to making it available more broadly to an entire sort of completely bundled or completely integrated products. So that's the rationale behind this.

On the distribution decline rates, it is true that in 2025, we're working through a transition period here. We have given greater flexibility in the recent round of renewals as others have as well, to some extent, across the industry. And I do believe that we're seeing some of those benefits come from already. If you look at how Charter has consistently reported their video subscribers with definitely a positive trend for the industry. So I do think we're doing the right thing here as an industry and as a company, and I certainly expect a slightly better trajectory in the near to midterm for us.

Your next question comes from Robert Fishman of MoffettNathanson.

Can you share more on your confidence to gain global scale with HBO Max ahead of your next wave of international launches? And any updated thoughts on how HBO Max's scale is able to best compete with the other larger SVOD platforms? And how that will translate into streaming revenue growth maybe accelerating next year?

And then shifting over just to your content spending and budgets as you think about next year. Can you just help us think about the right balance of investing in new IP versus leaning into your franchises? Where do you think you create the most amount of value clearly seeing the momentum in the studio, thinking about DC Comic here versus new IP that you've created across the platforms?

Okay. JB and Casey have really established a very unique product with the largest motion picture and TV library together with the robust original content together with Motion Picture. And as you go outside the U.S. local sports and local content, all adding up to a market position of highest quality streaming service, which is, as you go around the world, is in all of the surveys is how we are seeing. And we're starting to see that there's a real advantage in us having a differentiated view within the marketplace as being high quality. We think it gives us opportunity for real growth. It also gives us an opportunity over time with economics. And we're starting to be seen in a meaningful way and known with HBO Max as a brand and that acceleration is beginning. JB, what are you take them through what you're seeing on the ground?

Yes, Robert, on the scaling point, what makes this -- part makes us confident, a, is we've seen data points, obviously, with things like the Australian launch this year of markets where our content has been in market maybe through a licensed partner or a distributor for years. And we know the success of the content in those markets. We've seen it. We have the data on the performance. And that's partly what gives us high confidence, particularly in these 3 big European markets, U.K., Germany and Italy of what the content can do once it comes out of those license agreements and into our stand-alone HBO Max service, number one. Number 2 is the product is the content. And at the end of the day, the slate that we have coming in '27, building into '27 and launching into a decade of Harry Potter, we feel better than ever about the quality, both in terms of the performance of that content as well as an increasing volume, both of U.S. originated content as well as some local OP, local original productions in select markets.

And then as David said, look, no consumers anywhere in the world right now are asking for more content. Many consumers are sort of drowning in the more. We feel better and better about where we've landed over the last 12, 24 months in differentiating our proposition all based on, as David said, quality. And it's really starting to resonate. And you see that from every hit that Casey and the team have been producing with the numbers growing, not only in absolutes, but also week-to-week this year between the [indiscernible] growing week-to-week Last of Us, now we're starting to see that -- we saw that with Task. And so our marketing content and product improvements give us a lot of confidence that we can continue to see great penetration and growth as we scale.

And the total 150 million subs that David referenced earlier, a bunch of those we have through partnerships that we have locked in. And so we have good visibility towards both revenue and the scaling of subscribers in that time. And we can't wait to get after it. 2026 should be for us the biggest year of growth that we've seen in a long time for HBO Max.

Next question comes from Ben Swinburne of Morgan Stanley.

I have 2 questions. David, when you look at how well Mike, Pam, Shannon and the team have done over the last couple of years, especially this year at the studio, it's obviously very encouraging. You have a $3 billion -- I believe, a $3 billion EBITDA ambition at the studio. I'm wondering if you could talk about the bridge from what we're seeing in 2025 to that level of profitability, which I don't think we've ever seen from Warner Bros. business in the past.

And then, [indiscernible], I don't know if you want to answer this, but -- can you talk a little bit about any tax implications should you guys change the structure that you talked about in the strategic review press release specifically selling Warner Bros. and spinning Discovery Global? And is there a point at which the process you're running puts the separate -- the tax-free nature of the separation that is still Plan A at risk? It would be helpful for us to understand how that all works.

Ben, let me start with the second question. The answer is no, I don't want to provide any more color on that process. David, do you want to start with the $3 billion ambition?

Yes, sure. And remember, the objective is get to the $3 billion and then get a real growth rate off of that, which we believe that we could do. And it started with really getting back to basics on the fact that we have such a huge advantage with all the known IP and the talent within this company, New Line making horror films and for a price together with comedies that you'll start to see coming next year also for a price. On top of that, we have DC with James and Peter off to a great start with Superman, Super Girl has already been shot, Clay Face has already been shot. The script for the next Superman has already been written. Batman with Matt Reeves is terrific. And then we have Warner Animation with Bill Domanski. Mike and Pam a doing really a terrific job in this 4-part strategy where we really use tentpoles and then mini tentpoles, whether it's Lord to the Rings, Batman, Superman, Wonder Women that we use the tentpoles that we have that are known all around the world and then the mini tentpoles, which might be Gremlins and [indiscernible] and Practical Magic and then original. And we -- with a lot of discipline, we think that's going to be and is very strong. And our content I've been saying for a long time, has been under used. We haven't seen Superman for 13 years. You haven't seen Harry Potter for 14 years. You haven't seen Lord of the Rings for over a decade, and Peter Jackson has been working hard with us on that film that you'll see in '27.

And so we're very excited about mining and the original together. We also have the biggest TV and motion picture library in the world, which generates a lot of the economics of the studio. And we've been very, I think, judicious about how we do that. We could be generating another $1 billion or $2 billion if we decided to sell a lot of the most important IP that we have. But you've seen that we've been very precious about selling content from HBO because we really believe that -- and it's starting to pay off now that if you want to see the highest quality content, if you want to see the Wire, if you want to see Game of Thrones, if you want to see a series like Task or White Lotus, you don't get to see that anywhere else. And so that is working.

Canning's team has never been stronger. We have the best writers and directors working for us, over 70. We have over 80 shows in production at a time when everyone else is declining because less money is being spent where the studios just -- has never been stronger. And it was just coming off of a load of Emmy nominations and a lot of Emmy wins. And so we -- that business is going very strong.

We then have experiences where that's an area that we've been building by launching Harry Potter in Shanghai. And then we have a number of other Harry Potters facilities that we're going to be launching around the world, together with a whole team that is now working on monetizing the additional value through merchandising of our IP. And it's something that we haven't done particularly well. Disney has done really well. And so we've built a whole new team that's going after that.

And so overall, we're very bullish. We have the #1 TV studio. The Motion Picture business is doing great. Richard Brenner at New Line has had an unbelievable year for us, and we're excited about the next 2 years and what he has going. And we can't wait to launch Cat in the Hat with Bill Domanski. But the real stability is our library, and Canning's ability to be the fact that she's distinguished herself as the quality producer in television. And we're using a lot more of our content now within our own company, which has provided real value to us.

And David, maybe just 2 more points on that last point because I think it's important for people to understand. We have pretty significantly shifted from external monetization of our library to internal monetization of our library. And that means that we have, over the past few years, pretty significantly eliminated in our company profit. Those profits are sitting on the balance sheet or waiting to bleed back into the business. In other words, it's going to support our profitability going forward since we're now at a much more steady state across those roughly $5 billion of content licensing.

The second point is Channing, I think, has also, with her team, done a phenomenal job managing the transition from a broadcast focused production system to an SVOD focused system. It has an immediate short-term benefit of, obviously, sort of the cost plus model, has had the disadvantage of licensing terms being longer, but we're also on the backside of that. Over the next 3 to 5 years, a lot of those early streaming shows are going to come back and replenish the library and sort of reinvigorate that sales business as well. So Channing has done a phenomenal job and set us up, I think, for another big cycle of strong growth.

Your next question comes from Steven Cahall of Wells Fargo.

David, I was wondering if you could talk a little bit about HBO and its content process. You were just speaking a lot to Ben's question about the value of IP at Warner Bros. and how much value you've done in mining that. And I think what makes HBO unique is not mineable IP, but this ability to kind of reinvent with new originals all the time. So if we think about HBO either as something that you'll own or maybe someone else could own in the future, what is really unique to it that can't be found anywhere else and separates it from other streaming services from a content development standpoint?

And then, Gunnar, just on sports, I mean, you talked about needing some opportunity in sports over the next 3 to 5 years and how important it is to linear. Do you think that those opportunities will exist with rights that become available to market? Or do you think you may need to think somewhat inorganically as well about ensuring that that business has sufficient sports rights?

I'll take that last 1 right quick. I was primarily thinking about opportunities coming up in the market on an organic basis, Steve.

Let me talk to HBO because this business that we're in about telling stories and the magic of it is all about the best creatives behind the screen and in front of the screen. And we all know it starts with script, but it's also the ability to work with the best creatives to tell the best stories. And if you just look at the track record of [indiscernible] and Amy [indiscernible] and Frannie and Sara [indiscernible], Anita Rosenstein and Nancy and Lisa and Docs, this team has been together for almost 15 or 20 years. They love what they do. That they wake up every day and fight for the most compelling story and people love to work with them because there's a shared passion. There's also -- at HBO, when you're working with KC and Amy and Frannie and Sarah, and that -- we get that series. We fight globally that everyone -- that everyone should see it, that we believe in it and will this idea of community of putting that on every Sunday night or every Monday night or every Thursday night and having a real community conversation about story, it feels on fashion, but it's extremely powerful. Whether it's Guild at Age or whether it's a Task or whether it's White Lotus for the 8 weeks or 12 weeks or the pit, 15 weeks, it becomes something that we could all talk about. And in that process of selecting the most compelling stories and then fighting when we put it on HBO to have -- to really cherish these shows that it's also when people are thinking where they want to go.

We get a lot of the best product for less money because they want to be on HBO and they want to be seen. And so I think it's all about Casey and Amy and Frannie and Sarah. They're exceptional. Their teams are exceptional. And even the docs, we get a huge viewership of our documentaries. And when we do research, a lot of times, people say, I didn't love Billy Joel, but it was an HBO documentary, so I watched it. And wow, was that great. And so this idea of fighting for real quality and telling the best stories is something that is best exemplified by HBO.

And we added Channing and the whole team to it. When we got here, Warner Bros. did not produce for HBO And the relationship between Casey and Channing and the fact that they're working together with JK on Harry Potter and they worked together on the Pit and they worked together on the Penguin just elevates us. We're the biggest and best producer of TV and motion pictures in the world, and we're much more efficient about making sure a lot of that great content gets to KC and that it gets nourished before it goes on the air.

Your next question comes from Rick Prentiss of Raymond James.

I want to look at ARPU trends in the streaming. There's been a lot of moving pieces there, but can you walk us through a little bit about how you see that playing out domestically and internationally? And then I want to circle back to the earlier question about the monetization of IP. I think last quarter, you mentioned moved up from $0.22 to $0.30 versus like Disney doing $1 dollar. Can you lay out some of the items that you think you could achieve there? Because that might be part of the valuation gap, if you will, as far as where the unseen increased value in Paramount or other people might be missing as far as what you can really achieve even on your own. So ARPU streaming and that monetization question.

Yes, Rick, it's JB. On the ARPU streaming side, obviously, in the near term, as we sort of disclosed on the second quarter call over the summer, on the U.S. ARPU trend, because there are really 2 factors. One is the reset back to market rates of an affiliated party transaction that had happened starting in the back end of the second quarter this year flowing through to the second quarter of next year. We do see some pressure on ARPU in the U.S. for the next 3 quarters, but then have high confidence of returning back to ARPU growth starting in the back half of '26 in the U.S.

The second component that is changing the dynamics of the ARPU a little bit, both internationally and in the U.S. is obviously, we're about 12 to 18 months into our rollout of our ad-supported SKU, which is particularly internationally, has been in the U.S. for a couple of years, internationally, really only started rolling out in 2024. And in that build-out, naturally, you're going to see some ARPU pressure as that lower price distribution SKU ramps and rolls out and gains more share of our total subscriber base. And in the monetization, we're being -- on the ad piece of the monetization, we're being very judicious because we do see ourselves, just like we talked about in the quality of content and storytelling side, we also see ourselves as a premium service and want to make sure we keep our premium rates in the marketplace.

And so the opportunity and the good news there is we are seeing very good pricing across the globe. But we also are holding on and fighting for that premium pricing and not just throwing in the towel to drive volume. And so over time, as we increase fill rates, particularly internationally, we continue to see a good upward trajectory of ARPU internationally. Not to mention, obviously, that we are also continue to have a good cadence of price increases scheduled, both you saw 1 obviously in the U.S. recently, internationally, the same will happen on a good regular cadence. And so the combination of better monetization on the ad sales side pricing increases and then continued enforcement on the password sharing side of the house, which both between the add-on member as well as generally just new subscriptions is going to drive further ARPU upside.

And so a little noisy for the next couple of quarters because of those 2 points and then getting back to healthy growth in 2026.

And then, Rick, on franchise management and the opportunity there. I think the most important change is that for the first time, now we've had a team to oversee the coordination of everything -- every activity related to our content franchises across the company, not every franchise, but but the most important 1 is to make sure that we really leverage those brands and the content in the best way possible. We've got 1 phenomenal example. The company has always done a great job with Harry Potter. And you can see what's possible with the full coordination between licensing, consumer products, experiences, now soon a series, the films, et cetera. So that's always been a stronghold. But the team has now sort of worked actively and systematically to prioritize the next set of franchises. DC is 1 example that you already see in real life with Peter Safer and James Gun taking to fundamentally different approach soup to nuts from an integrated Canon for the storytelling, coordinated approach to what stories become theatrical, what stories become serial, what stories become interactive in the gaming space. And they're embracing all forms of monetization from the get-go, thinking consumer products during production already. And the team is already looking forward what the next priority franchises could be with Game of Thrones, with Hana Barbara, Unions. It's just a fundamentally different approach than what the company has done historically. When we first came together as Warner Bros. Discovery , there was a complete disconnect and sometimes the consumer products team would read in the news about a release date changing for a film, which would throw a monkey rent in their entire annual plan. So we've made a lot of process changes, brought in a new team, and I think this is going to pay dividends over many, many years to come.

Thank you. Ladies and gentlemen, there are no further questions at this time. That concludes today's conference call. Thank you for your participation. You may now disconnect.