Warner Bros. Discovery
Warner Bros. Discovery, Inc. is an American multinational mass media and entertainment conglomerate headquartered in New York City. It was formed from WarnerMedia's spin-off by AT&T and merger with Discovery, Inc. on April 8, 2022.
Warner Bros. Discovery operates via two divisions: Streaming & Studios and Global Linear Networks. S&S includes the flagship Warner Bros. studios, HBO, DC Entertainment, and the Warner Bros. Discovery's streaming services. GLN largely includes advertising-supported cable networks. Those networks were inherited from its predecessors Discovery, Scripps Networks Interactive, and Turner Broadcasting System. Warner Bros. Discovery International is also included in the division, which manages broadcasting operations outside of the United States.
Background
1923–1979
, Turner Broadcasting System, Scripps Networks Interactive and Discovery, Inc. have conjoined histories. Warner Bros. was founded on April 4, 1923, by four brothers, Harry, Albert, Sam, and Jack Warner in Hollywood. Warner Bros. established itself as a leader in the American film industry before diversifying into animation, television, and video games. It is one of the "Big Five" American film studios, as well as a member of the Motion Picture Association. In 1965, Turner Broadcasting System was founded by Ted Turner in Atlanta, Georgia. A year later, Kinney National Company came into existence. It reincorporated as Warner Communications in 1972 before merging with Time Inc. in 1990 to become Time Warner. During its time as Warner Communications, the company made further acquisitions.1979–1996
In 1979, Warner Communications formed a joint venture with credit card company American Express called Warner-Amex Satellite Entertainment. American Express acquired a 50% stake in Warner Communications' cable television holdings for $175 million. This company owned such cable channels as MTV, Nickelodeon, The Movie Channel, and VH1. Warner Communications bought American Express's half in 1984 and sold the venture a year later to the original iteration of Viacom, which renamed it MTV Networks. In 1982, Warner Communications purchased Popular Library from CBS Publications. In the same year, Cable Education Network was founded, launching The Discovery Channel three years later. It was named Discovery Communications in 1994.1996–2021
Time Warner acquired Turner Broadcasting System in 1996, allowing it to reenter the cable industry. In 2001, it merged with America Online to form AOL Time Warner in 2001, but the merger proved disastrous, and the company reverted to its former name, Time Warner, in 2003.Time Warner spun off its cable division in 2009, AOL in 2009, and Time Inc. in 2013, which was later acquired by Meredith Corporation and became Dotdash Meredith.
In 2018, Discovery Communications acquired Scripps Networks Interactive and was renamed as Discovery, Inc. AT&T acquired Time Warner, becoming WarnerMedia. In 2019, AT&T integrated its related assets into Warner's business divisions as part of its reorganization, effectively breaking up Turner Broadcasting System.
History
Formation (2021–2022)
AT&T and Discovery announced their merger on May 17, 2021; the merger would be structured as a Reverse Morris Trust, with AT&T shareholders holding a 71% interest in the new company's stock and appointing seven board members, and Discovery shareholders holding a 29% interest and appointing six board members. AT&T would receive US$43 billion in cash and debt. The merger was expected to be completed in mid-2022.The merged company would be led by Discovery's current CEO, David Zaslav; WarnerMedia's CEO Jason Kilar's position in the new company was uncertain. Zaslav stated that the two companies would spend a combined US$20 billion annually on content. The company aimed to expand their streaming services, which included WarnerMedia's HBO Max, to reach 400 million global subscribers.
On June 1, 2021, it was announced that the merged company would be known as Warner Bros. Discovery, and an interim wordmark was unveiled with the tagline "The stuff that dreams are made of"—a quote from the 1941 Warner Bros. film The Maltese Falcon, itself paraphrasing Shakespeare's The Tempest.
In an SEC Filing on November 18, 2021, Discovery revealed that talks with AT&T had fallen through, in April 2021, due to disagreements over the ownership of the new company between AT&T and Discovery shareholders, and the amount of debt transferred to Discovery when they merged with WarnerMedia, before talks resumed on May 17, 2021.
In November 2021, during an earnings call, Discovery Streaming CEO JB Perrette discussed possible options for its Discovery+ streaming service post-merger, including bundling the service with HBO Max and eventually merging them under a single platform with a mixture of both companies' technologies. He noted that WBD may prioritize launching Discovery+ and HBO Max as a unified platform in markets where Discovery+ had yet to launch, such as other parts of Asia-Pacific.
On December 22, 2021, the transaction was approved by the European Commission. On January 5, 2022, The Wall Street Journal reported that WarnerMedia and Paramount Global were exploring a possible sale of either a majority stake or all of The CW, and that Nexstar Media Group was considered a leading bidder. The reports also indicated that WarnerMedia and ViacomCBS could include a contractual commitment that would require any new owner to buy new programming from those companies, allowing them to reap some continual revenue through the network. The CW's then-president-and-CEO Mark Pedowitz confirmed talks of a potential sale in a memo to CW staffers, but added that "It's too early to speculate what might happen."
On January 26, 2022, AT&T CEO John Stankey stated that the merger was expected to close sometime during the second quarter of 2022. On February 1, 2022, it was reported that AT&T had finalized the structure of the merger: WarnerMedia would be spun off pro rata to AT&T's shareholders, and then merge into Discovery Inc. to form the new company. The transaction was approved by the Brazilian antitrust regulator Cade on February 7, followed by the United States Department of Justice on February 9. On March 11, 2022, the merger was approved by Discovery's shareholders. Due to the structure of the merger, it did not require separate approval from AT&T shareholders.
In an SEC filing on March 25, 2022, AT&T stated that two-way trading of WBD stock with that of AT&T would begin on April 4, 2022, and that a special dividend would be issued the next day to give AT&T shareholders a 0.24 share in WBD for each share of AT&T common stock they held. The merger was officially completed on April 8, 2022. Trading began on Nasdaq on April 11. At this time the company unveiled its final logo, designed by Chermayeff & Geismar & Haviv, which features a rendition of Warner Bros.' long-time shield logo.
The combined company retained several top executives from WarnerMedia, including film and television heads Toby Emmerich and Channing Dungey, and HBO and HBO Max chief content officer Casey Bloys. Most of the company's top executive roles are filled by their Discovery counterparts, including Gunnar Wiedenfels as Warner Bros. Discovery's chief financial officer, JB Perrette as president and CEO of global streaming and interactive, and Discovery's chief lifestyle brands officer Kathleen Finch—whose role expanded to cover most of the combined company's U.S. linear networks, besides CNN, Magnolia Network, and the Turner Sports unit.
In an introductory town hall hosted by Oprah Winfrey, Zaslav stated that the combined company would need to have "one culture" that "starts with people feeling safe, people feeling valued for who they are", as opposed what he described as a culture of internal competition between WarnerMedia's businesses. He expected that "investment avoidance" via the consolidation of redundant business units and staff would be one of the main ways that the company would achieve its promised $3 billion in cost savings. On April 21, 2022, Licht and Perrette announced the shutdown of CNN's streaming service CNN+, which had launched only two weeks prior to the completion of the merger; the new leadership considered it to be incompatible with their goal of a unified streaming service for WBD properties.
In an investors' call on April 26, Zaslav contrasted the company's streaming businesses with Netflix, describing Warner Bros. Discovery as a "far more balanced and competitive company" that would "invest at scale smartly" and not "overspend" on growth and that its streaming businesses would complement its linear networks. He stated that HBO Max had "meaningful subscriber churn", and that the planned merger of it with Discovery+ would help to reduce churn by offering a broader content mix. It was reported that the company had suspended scripted development at TBS and TNT, to evaluate their strategies. The following day, Zaslav purchased approximately $1 million worth of WBD stock.
On May 11, 2022, Warner Bros. Discovery eliminated several executive positions carried over from WarnerMedia, including Kids, Young Adults and Classics head Tom Ascheim, and general manager of TBS, TNT, and TruTV head Brett Weitz. These networks would be overseen by Finch as head of U.S. Networks, while the studios under the Kids, Young Adults and Classics division was moved under Warner Bros. Television. That day, it announced an agreement with British telecom company BT Group for it to contribute its BT Sport channels into a 50/50 joint venture with its UK Eurosport channels, and eventually merge them.
On June 1, 2022, Warner Bros. Pictures head Toby Emmerich announced his departure to establish a new studio, to be funded and distributed exclusively by Warner Bros. Pictures. Warner Bros. Pictures was then divided into three business units with separate leadership: former MGM executives Michael De Luca and Pamela Abdy became the co-chairs of Warner Bros. Pictures and New Line Cinema, and temporarily oversaw the DC Films and Warner Animation Group units. Eight days later, WBD named former Discovery and Univision executive Luis Silberwasser as chairman of Sports. In July 2022, Alan Horn rejoined Warner Bros. as a consultant.
WBD delivered its second-quarter earnings report on August 4, 2022. Ahead of the report, the company performed surgery on HBO Max, including cutting new programming development in much of Europe, live-action children's programming development, and direct-to-streaming films—including notable August 3 cancellations of the nearly completed films Batgirl and Scoob! Holiday Haunt as tax write-offs, and the quiet removals of multiple HBO Max original films from the platform along with upcoming releases.
In the second quarter of 2022, WBD revealed $9.8 billion in revenue and a net loss of $2.2 billion pro forma, primarily from integration and restructuring expenses. The company took $825 million in write-offs on "content impairments and development". The company confirmed cuts to children's program development, and abandoned the production of direct-to-streaming films for HBO Max—with Zaslav arguing that they lacked economic value and impact in comparison to theatrical releases. WBD renewed its contracts with Bloys and other key HBO executives; Zaslav praised Bloys' performance as chief content officer. Zaslav stated that a "10-year plan" was in development for DC Films, modeled after those of Marvel Studios, while Perrette stated that the planned merger of Discovery+ and HBO Max would occur by summer 2023 in the United States, followed by other markets.
HBO subsequently reorganized on August 15 to dismantle most of HBO Max's autonomous units. HBO Max's head of comedy Suzanna Makkos began reporting to HBO's head of comedy Amy Gravitt. Layoffs hit HBO Max's non-scripted, live-action family entertainment, international originals, and casting units, as well as HBO's acquisitions unit. HBO Max also continued to remove and cancel some of its lesser-viewed original programming, particularly family-oriented and animated series.
On August 15, 2022, Nexstar confirmed in June that it would buy a controlling 75% interest in The CW; WBD and Paramount would each retain a 12.5% ownership interest. Nexstar stated that Mark Pedowitz would remain its chairman and CEO. WBD and Paramount would remain The network's main content suppliers, but Nexstar stated that the arrangement would be for the 2022–23 broadcast season, and it retained the option to extend the partnership. As the transaction did not require regulatory approval, Nexstar immediately took over the network's operations.
In September 2022, WBD became the subject of a proposed class-action lawsuit by one of its shareholders, alleging that WarnerMedia was overinvesting in streaming content "without sufficient concern for return on investments", and had overstated the number of HBO Max subscribers by at least 10 million by counting inactivated subscriptions bundled with AT&T services—thus misleading investors in violation of the Securities Act. It also alleged that Discovery executives failed to warn investors that WarnerMedia's prospectus contained misleading statements.
On September 28 during a company town hall, Zaslav addressed speculation that WBD was pursuing a possible sale as early as 2024, stating that they were "absolutely not for sale", and "have everything we need to be successful". On October 11, Warner Bros. Television Group laid off 82 employees and eliminated 43 vacant positions as part of a restructuring that primarily impacted their unscripted and animation units. The restructuring saw the consolidation of Warner Horizon and Telepictures' creative operations, and the consolidation of Cartoon Network Studios' and Warner Bros. Animation's development and production teams.
On October 3, 2022, Nexstar closed its deal to acquire a controlling interest in The CW. Mark Pedowitz resigned from his position as the network's chairman and CEO, replaced by Dennis Miller as president. Later that month, it was announced that filmmaker James Gunn and producer Peter Safran would serve as co-CEOs and co-chairs of DC Films which rebranded as DC Studios. The duo signed a four-year deal to oversee film, television, and animation production for DC. The pair reported directly to Zaslav, while working independently with other members of the studio. Gunn would oversee creative development on DC projects, while Safran took the business aspect. An earnings report in November 2022, announced that the launch of WBD's streaming service had been moved up to spring 2023. Max was unveiled April 12, 2023. In December 2022, CNN announced cutbacks and a reorganization to prioritize its "core" operations, resulting in sister channel HLN being brought under the auspices of Investigation Discovery and abandoning its remaining original live news programming.