What the changes say
- The PSKY Merger dominates new disclosure, creating completion, failure, operating uncertainty, employee and reputational risks.
- The $17 billion Bridge Loan Facility adds covenant, refinancing, interest-rate and liquidity pressures through June 2027.
- Technology dependence now expressly includes cloud platforms, connectivity services and third-party infrastructure.
- Existing regulatory, international, privacy, tax and competition risks remain broadly similar, with limited wording changes.
What changed since the prior 10-K
New
- NewRisks Related to the PSKY Merger
The completion of the PSKY Merger is subject to a number of conditions, many of which are largely outside the parties’ control, and, if these conditions are not satisfied or waived, the PSKY Merger may not be completed within the expected timeframe or at all
The PSKY Merger may be delayed or blocked by shareholder, regulatory, litigation, adverse-effect or separation-related conditions outside WBD’s control.
- NewRisks Related to the PSKY Merger
Failure to complete the PSKY Merger could adversely affect our business, results of operations and financial condition, including in the event WBD is required to pay the Company Termination Fee and reimburse PSKY for certain payments
If the PSKY Merger fails, WBD could face a stock-price decline, transaction expenses, negative publicity and weaker stakeholder confidence.
- NewRisks Related to the PSKY Merger
While the PSKY Merger is pending, we will be subject to business uncertainties and certain contractual restrictions that could adversely affect our business, results of operations and financial condition
While the PSKY Merger is pending, management distraction, contractual restrictions and uncertainty could disrupt partners, customers, suppliers and employee retention.
- NewRisks Related to Our Business and Industry
Service disruptions or outages affecting communications satellites or other externally managed critical technology infrastructure, including cloud-based platforms and connectivity services we rely upon, could adversely impact our business, financial condition and results of operations
Outages involving satellites, cloud platforms, transmitter facilities or connectivity services could interrupt content transmission, storage, processing and delivery.
- NewRisks Related to Our Financial, Capital and Corporate Structure
The terms of the Bridge Loan Facility may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions
The $17 billion Bridge Loan Facility restricts mergers, asset sales, debt, dividends and investments, consumes cash for debt service and carries variable interest.
- NewRisks Related to Our Financial, Capital and Corporate Structure
We may be unable to obtain permanent financing to refinance the Bridge Loan Facility on favorable terms in a timely manner or at all
WBD may not refinance the Bridge Loan Facility before June 30, 2027 or the Separation Transaction, potentially facing higher costs, tighter covenants and liquidity problems.
- NewRisks Related to Domestic and Foreign Laws and Regulations; Other Risks Related to International Operations
Changes in laws and regulations could adversely affect our business, financial condition and results of operations
Changes to FCC, federal, state and local rules could increase accessibility, children’s-programming and other compliance obligations affecting WBD’s video business.
- NewRisks Related to Domestic and Foreign Laws and Regulations; Other Risks Related to International Operations
Risks related to international operations could adversely affect our business, financial condition and results of operations
International operations face changing tariffs, taxes, content quotas, censorship, ownership limits, licensing requirements, piracy and other local regulatory constraints.
- NewGeneral Risks
Additionally, the pendency of the PSKY Merger could adversely affect both employee morale and our reputation as an employer, which could make it more difficult for us to retain existing employees and hire new employees in the future
The PSKY Merger could damage employee morale and WBD’s employer reputation, making it harder to retain employees and attract talent with loyal audiences.
Dropped
- DroppedRisks Related to Our Business and Industry
Service disruptions or the failure of communications satellites or transmitter facilities we rely upon could adversely impact our business, financial condition and results of operations
- DroppedRisks Related to Domestic and Foreign Laws and Regulations; Other Risks Related to International Operations
Changes in domestic and foreign laws and regulations and other risks related to international operations could adversely impact our business, financial condition and results of operations
- DroppedRisks Related to Our Acquisition and Integration of the WarnerMedia Business
We have been engaged in legal proceedings and disputes related to the Merger and could be subject to additional legal proceedings and disputes related to the Merger, the outcomes of which are uncertain and could negatively impact our business, financial condition and results of operations
Reworded
- 85% rewrittenRisks Related to Our Financial, Capital and Corporate Structure
Forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results
No substantive change is shown; the forecasting uncertainty, financial measures and potential stock-price decline remain the same.
- 79% rewrittenRisks Related to Our Financial, Capital and Corporate Structure
Certain of our businesses are conducted through joint ventures or partnerships with one or more third parties, in which we share ownership, management, and profits of the business operation to varying degrees
No substantive change is shown; the risk remains disagreement with joint-venture partners, limited unilateral control and partner relationship changes.
- 70% rewrittenRisks Related to Our Financial, Capital and Corporate Structure
Corporate restructurings, strategic transactions and acquisitions present many risks and we may not realize the financial and strategic goals that were contemplated at the time of any transaction
The discussion shifts from acquisition integration, financing, dilution and regulatory risks to reorganizing reporting, operating segments and strategies, including two divisions in 2025.
- 65% rewrittenRisks Related to Domestic and Foreign Laws and Regulations; Other Risks Related to International Operations
We are subject to domestic and international privacy and data protection laws, which impact our ability to collect, transfer and use personal information. Our efforts to comply with such laws, which are continually evolving, could impose costly obligations on us and generate additional regulatory and litigation risk
The updated text retains the evolving domestic and international privacy-law exposure but the excerpt removes explicit compliance costs, enforcement actions, fines and litigation consequences.
Was: We are subject to domestic and international privacy and data protection laws, which impact our ability to collect and use personal information. Our efforts to comply with such laws, which are continually evolving, could impose costly obligations on us and generate additional regulatory and litigation risk
- 41% rewrittenGeneral Risks
Theft of our intellectual property, unauthorized duplication, distribution and exhibitions of our intellectual property, and other impairments of our intellectual property rights may decrease revenues and adversely affect our business, financial condition, and results of operations
No substantive change is shown; piracy and infringement of digital content, films, television, gaming, brands and other intellectual property remain the focus.
- 36% rewrittenRisks Related to Our Business and Industry
Our businesses operate in highly competitive industries and if we are unable to compete effectively, our business, financial condition and results of operations could suffer
The description now emphasizes global competition and adds technology-service companies, while no longer expressly listing service providers among competitive pressures.
- 32% rewrittenRisks Related to Our Financial, Capital and Corporate Structure
We could be unable to obtain cash in amounts sufficient to meet our financial obligations or other commitments
The updated text adds that subsidiary dividend and payment restrictions, including credit-facility limits and the 2017 Tax Cuts and Jobs Act, may constrain cash access.
- 29% rewrittenRisks Related to Domestic and Foreign Laws and Regulations; Other Risks Related to International Operations
Increasing complexity of global tax policy and regulations could increase our tax liability and adversely impact our business and results of operations
The OECD discussion now describes a framework for the 15% global minimum corporate tax rate rather than only referring to the rate.
- 28% rewrittenRisks Related to Our Business and Industry
The success of our business depends on the acceptance of our content and brands by our U.S. and international viewers, which may be unpredictable and volatile
- 24% rewrittenGeneral Risks
We face cybersecurity and related risks, which could lead to the disclosure of confidential information, disruption of our programming services, damage to our brands and reputation, legal liabilities, and financial losses
- 24% rewrittenRisks Related to Our Business and Industry
Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect our business, financial condition or results of operations
- 22% rewrittenRisks Related to Our Financial, Capital and Corporate Structure
Our charter and bylaws contain provisions that may make it difficult for a third party to acquire us, even if such acquisition would be beneficial to our stockholders
Was: It may be difficult for a third party to acquire us, even if such acquisition would be beneficial to our stockholders
- 21% rewrittenRisks Related to Domestic and Foreign Laws and Regulations; Other Risks Related to International Operations
Environmental, social and governance laws, and regulations may adversely impact our businesses
- 21% rewrittenRisks Related to Our Business and Industry
We derive substantial revenues from the sale of advertising, and a continuing decline in advertising revenues could have a material adverse effect on our business, financial condition or results of operations
All 34 risk factors
Headings as the filing states them, in filing order.
Risks Related to the PSKY Merger
- 01The completion of the PSKY Merger is subject to a number of conditions, many of which are largely outside the parties’ control, and, if these conditions are not satisfied or waived, the PSKY Merger may not be completed within the expected timeframe or at allNew
- 02Failure to complete the PSKY Merger could adversely affect our business, results of operations and financial condition, including in the event WBD is required to pay the Company Termination Fee and reimburse PSKY for certain paymentsNew
- 03While the PSKY Merger is pending, we will be subject to business uncertainties and certain contractual restrictions that could adversely affect our business, results of operations and financial conditionNew
Risks Related to Our Business and Industry
- 04Our businesses operate in highly competitive industries and if we are unable to compete effectively, our business, financial condition and results of operations could suffer36% rewritten
- 05We derive substantial revenues from the sale of advertising, and a continuing decline in advertising revenues could have a material adverse effect on our business, financial condition or results of operations21% rewritten
- 06Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect our business, financial condition or results of operations24% rewritten
- 07The success of our business depends on the acceptance of our content and brands by our U.S. and international viewers, which may be unpredictable and volatile28% rewritten
- 08If our streaming products fail to attract and retain subscribers, our business, financial condition and results of operations may be adversely impacted
- 09Failure to renew, renewal with less favorable terms, or termination of our content licenses and similar distribution agreements may cause a decline in our revenue
- 10We rely on platforms owned by our competitors for digital and linear distribution of our content
- 11We invest significant resources to acquire and maintain licenses to produce sports programming, and there can be no assurance that we will continue to be successful in our efforts to obtain or maintain licenses to recurring sports events or recoup our investment when the content is distributed
- 12Our businesses have been, and in the future may be, subject to labor disruption
- 13We have recognized, and could continue to recognize, impairment charges related to goodwill and other intangible assets
- 14Service disruptions or outages affecting communications satellites or other externally managed critical technology infrastructure, including cloud-based platforms and connectivity services we rely upon, could adversely impact our business, financial condition and results of operationsNew
Risks Related to Our Financial, Capital and Corporate Structure
- 15The terms of the Bridge Loan Facility may restrict our current and future operations, particularly our ability to respond to changes or to take certain actionsNew
- 16We may be unable to obtain permanent financing to refinance the Bridge Loan Facility on favorable terms in a timely manner or at allNew
- 17We could be unable to obtain cash in amounts sufficient to meet our financial obligations or other commitments32% rewritten
- 18Forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results85% rewritten
- 19Corporate restructurings, strategic transactions and acquisitions present many risks and we may not realize the financial and strategic goals that were contemplated at the time of any transaction70% rewritten
- 20Certain of our businesses are conducted through joint ventures or partnerships with one or more third parties, in which we share ownership, management, and profits of the business operation to varying degrees79% rewritten
- 21Our charter and bylaws contain provisions that may make it difficult for a third party to acquire us, even if such acquisition would be beneficial to our stockholders22% rewritten
Risks Related to Domestic and Foreign Laws and Regulations; Other Risks Related to International Operations
- 22Changes in laws and regulations could adversely affect our business, financial condition and results of operationsNew
- 23Risks related to international operations could adversely affect our business, financial condition and results of operationsNew
- 24We are subject to domestic and international privacy and data protection laws, which impact our ability to collect, transfer and use personal information. Our efforts to comply with such laws, which are continually evolving, could impose costly obligations on us and generate additional regulatory and litigation risk65% rewritten
- 25Environmental, social and governance laws, and regulations may adversely impact our businesses21% rewritten
- 26Foreign exchange rate fluctuations may adversely affect our operating results and financial conditions
- 27Increasing complexity of global tax policy and regulations could increase our tax liability and adversely impact our business and results of operations29% rewritten
General Risks
- 28Theft of our intellectual property, unauthorized duplication, distribution and exhibitions of our intellectual property, and other impairments of our intellectual property rights may decrease revenues and adversely affect our business, financial condition, and results of operations41% rewritten
- 29Additionally, the pendency of the PSKY Merger could adversely affect both employee morale and our reputation as an employer, which could make it more difficult for us to retain existing employees and hire new employees in the futureNew
- 30We face cybersecurity and related risks, which could lead to the disclosure of confidential information, disruption of our programming services, damage to our brands and reputation, legal liabilities, and financial losses24% rewritten
- 31Our business, financial condition and results of operations may be negatively impacted by the outcome of uncertainties related to litigation
- 32Global economic conditions and other global events may have an adverse effect on our business
- 33The market price of our common stock has been highly volatile and may continue to be volatile due, in part, to circumstances beyond our control
- 34Our participation in multiemployer defined benefit pension plans could subject us to liabilities that could adversely affect our business, financial condition and results of operations
Other Warner Bros. Discovery 10-Ks
- FY2024 10-K risk factors29 risks
Streaming competition, audience fragmentation, and declining traditional television viewing dominate WBD’s operating risks.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.