v3.26.1
DEBT
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
The table below presents the components of outstanding debt (in millions).
Weighted-Average
Interest Rate as of
June 30, 2026
June 30, 2026December 31, 2025
Bridge loan— %$— $15,000 
Term loans with maturities of 7 years
5.95 %14,708 — 
Senior notes with maturities of 5 years or less
3.92 %6,543 6,659 
Senior notes with maturities between 5 and 10 years
4.35 %3,480 3,509 
Senior notes with maturities greater than 10 years
5.17 %7,671 7,677 
Total debt32,402 32,845 
Unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting, net(379)(278)
Debt, net of unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting32,023 32,567 
Current portion of debt(1,493)(139)
Noncurrent portion of debt$30,530 $32,428 
On June 4, 2026, Discovery Global Holdings, Inc. (“DGH”) (formerly WarnerMedia Holdings, Inc.), a wholly-owned subsidiary of the Company, entered into that certain First Lien Credit Agreement (the “First Lien Credit Agreement”) among the Company, as holdco, DGH, as parent borrower, the designated subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A. (“JPM”), as U.S. administrative agent and collateral agent, and J.P. Morgan SE, as non-U.S. administrative agent. The First Lien Credit Agreement provides for (i) 7-year $13,000 million U.S. dollar-denominated term loans (the “Initial Dollar Term Loans”) and (ii) 7-year €1,717 million Euro-denominated term loans (the “Initial Euro Term Loans” and, together with the Initial Dollar Term Loans, the “Initial Term Loans”).
On June 4, 2026, DGH borrowed the Initial Term Loans and used the net proceeds thereof, together with cash on the balance sheet, to repay in full $15,000 million of outstanding loans under the Bridge Loan Agreement (as defined below), as amended by Amendment No. 1 (as defined below).
The Initial Dollar Term Loans bear interest, at DGH’s option, at (x) Term SOFR (as defined in the First Lien Credit Agreement) plus 2.50% per annum or (y) the Base Rate (as defined in the First Lien Credit Agreement) plus 1.50% per annum. The Initial Euro Term Loans bear interest at the EURIBOR Screen Rate (as defined in the First Lien Credit Agreement) plus 2.50% per annum. The Initial Term Loans mature on June 4, 2033, and the Initial Dollar Term Loans also amortize at 1.00% per annum (payable quarterly). The obligations of DGH under the First Lien Credit Agreement are (i) secured by a lien on substantially all of the assets of the Company, DGH and certain wholly-owned domestic subsidiaries of the Company, subject to certain exceptions, and on a pari passu basis with the Company’s existing revolving credit facility and (ii) guaranteed by the Company and certain of its wholly-owned domestic subsidiaries.
The First Lien Credit Agreement contains customary representations and warranties, as well as affirmative and negative covenants. Negative covenants include, among others, covenants that restrict the ability of the Company and certain of its subsidiaries to engage in mergers, consolidations and asset sales, incur debt and liens, enter into transactions with affiliates, enter into burdensome agreements, pay dividends and certain other restricted payments and make certain restricted investments, in each case, as set forth in the First Lien Credit Agreement and subject to certain thresholds and exceptions. The First Lien Credit Agreement does not contain any financial maintenance covenant. The First Lien Credit Agreement also contains customary and other mandatory prepayments with respect to the Initial Term Loans. Upon the occurrence of certain significant corporate events (including a change of control, such as the consummation of the previously disclosed proposed acquisition of the Company by PSKY) or certain other customary events constituting an event of default under the First Lien Credit Agreement, all loans outstanding under the First Lien Credit Agreement (including accrued interest and fees payable thereunder) may be declared immediately due and payable.
On May 19, 2026, the Company’s wholly-owned subsidiaries, DGH and Discovery Communications, LLC (“DCL”, and together with DGH, the “Issuers”), commenced solicitations of consents (the “2026 Consent Solicitations”) from holders of certain series of their senior notes to adopt proposed amendments (the “Proposed Amendments”) to the indentures governing such notes (collectively, the “Existing WBD Indentures”) to, among other things, extend the deadline to commence the Junior Lien Exchange Offer and modify the terms of the future junior lien notes (as defined below) contemplated by the offer to purchase and consent solicitation statement, dated as of June 9, 2025, including, if the PSKY Merger is consummated, removal of certain covenants, changes to guarantees and collateral requirements, and removal of the requirement that the same principal amount of junior lien notes be issued in exchange for the applicable existing senior notes.
On May 19, 2026, in connection with the PSKY Merger, PSKY commenced (i) offers to purchase (the “PSKY Tender Offers”) for cash, upon the terms and subject to the conditions set forth in the related offer to purchase, certain notes issued by the Issuers of holders who validly deliver consents for such notes in the 2026 Consent Solicitations and (ii) offers to exchange (the “PSKY Exchange Offers”), upon the terms and subject to the conditions set forth in the related exchange offer memorandum, certain notes issued by the Issuers of holders who validly deliver consents for such notes in the 2026 Consent Solicitations (the “Existing Exchange Offer Notes”) for notes to be newly issued by PSKY with the same currency, maturity date, interest payment dates and interest rates (with certain exceptions) as the corresponding Existing Exchange Offer Notes. The settlement date for the PSKY Tender Offers and PSKY Exchange Offers will occur promptly after the applicable expiration date and on or promptly following the closing date of the PSKY Merger. The PSKY Tender Offers and PSKY Exchange Offers are being made solely by PSKY and are not being made by WBD or the Issuers, and are subject to certain conditions, including consummation of the PSKY Merger.
On May 27, 2026, the Company announced that the Issuers had received the required consents in the 2026 Consent Solicitations for the adoption of the Proposed Amendments to the Existing WBD Indentures and entered into supplemental indentures amending the Existing WBD Indentures. In accordance with the PSKY Merger Agreement, PSKY paid the consent payments in the 2026 Consent Solicitations and related fees and expenses on the Issuers’ behalf.
The Company repaid $250 million of aggregate principal amount outstanding of the Initial Term Loans during the three months ended June 30, 2026 and repaid in full at maturity $123 million of aggregate principal amounts outstanding of its senior notes due January and March 2026 during the three months ended March 31, 2026.
On February 18, 2026, DGH (the “Borrower”), together with JPMorgan Chase Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, executed Amendment No. 1 (“Amendment No. 1”) to the Non-Investment Grade Leveraged Bridge Loan Agreement dated June 26, 2025 (the “Bridge Loan Agreement”). Amendment No. 1 extended the maturity of the Borrower’s outstanding bridge loans from the earlier of (i) December 30, 2026 and (ii) the completion of the previously proposed Separation Transaction to the earlier of (x) June 30, 2027 and (y) the date that the previously proposed Spin-Off (as defined in the Bridge Loan Agreement) occurs.
Under Amendment No. 1, all previously scheduled duration fees through June 30, 2026 remained unchanged, however, the duration fees payable on September 30, 2026 and December 31, 2026 were increased from 0.75% to 1.00% of the principal amount of outstanding loans on such dates. In addition, a new duration fee of 1.00% of the principal amount of outstanding loans would become payable on March 31, 2027.
Amendment No. 1 did not modify the mandatory prepayment provisions, guarantee structure, or collateral securing the bridge facility, all of which remained consistent with the Bridge Loan Agreement. The amendment also maintained the original representations and warranties, affirmative and negative covenants, events of default and continued to include no financial maintenance covenants.
During the three months ended June 30, 2025, the Company’s wholly-owned subsidiaries, DCL, DGH, Warner Media, LLC, and Historic TW Inc. (“TWI”), commenced cash tender offers to purchase (the “Tender Offers”) up to approximately $14.6 billion in aggregate purchase price of their outstanding notes and debentures. In conjunction with the Tender Offers, DCL, DGH and TWI also commenced solicitations of consents (the “Consent Solicitations”) from holders of substantially all of its outstanding notes and debentures to adopt certain proposed amendments to the indentures governing such notes and debentures, to, among other things, remove substantially all of the restrictive covenants and certain events of defaults under such indentures.
To fund the Tender Offers and Consent Solicitations, as well as repay in full and terminate its $1,500 million 364-day senior unsecured term loan facility, the Company and DGH entered into the Bridge Loan Agreement. The obligations under the Bridge Loan Agreement were secured by a lien on substantially all of the personal property assets of the Company, DGH, and certain of its wholly owned domestic subsidiaries and were guaranteed by the Company and certain of its wholly-owned domestic subsidiaries. Borrowings under the Bridge Loan Agreement bore interest at the Secured Overnight Financing Rate (“SOFR”) plus (i) until December 30, 2025, 3.00% per annum, (ii) from December 31, 2025 until March 30, 2026, 3.50% per annum and (iii) from March 31, 2026 until the termination date of the Bridge Loan Agreement, 4.00%. Borrowings under the Bridge Loan Agreement, net of any prepayments, would become payable in full on the earlier of (i) December 30, 2026 and (ii) the date of the completion of the separation of the Company into two publicly traded companies. In addition, the Company would pay JPMorgan Chase Bank, N.A. as the administrative agent a duration fee equal to the applicable percentage of the aggregate principal amount of the loan outstanding on the following dates: on December 31, 2025, a fee rate of 0.30%; on each of March 31, 2026 and June 30, 2026, a fee rate of 0.50%; and on each of September 30, 2026 and December 31, 2026, a fee rate of 0.75%. On June 30, 2025, DGH drew $17.0 billion of the available amount under the Bridge Loan Agreement to finance the early settlement of the Tender Offers, Consent Solicitations, and the repayment in full and termination of its $1,500 million 364-day senior unsecured term loan facility, and the payment of fees and expenses therewith and for general corporate purposes. The Bridge Loan Agreement was expected to be refinanced prior to the separation of the Company into two publicly traded companies. The Bridge Loan Agreement contained customary representations and warranties, as well as affirmative and negative covenants. The Bridge Loan Agreement did not contain any financial maintenance covenant.
The Company completed the Tender Offers in June 2025 by purchasing senior notes and debentures in the aggregate principal amount of $17.7 billion validly tendered and accepted for purchase pursuant to the Tender Offers and recorded a gain on extinguishment of approximately $3.0 billion. The Company also paid $293 million for the Consent Solicitations. Additionally, the Company repaid in full at maturity $487 million of aggregate principal amount outstanding of its senior notes due June 2025.
During the three months ended March 31, 2025, the Company repaid in full at maturity $2,165 million of aggregate principal amount outstanding of its senior notes due March 2025 and redeemed in full $1,500 million aggregate principal amount outstanding of its senior notes due March 2026. The redemption was funded with the proceeds of borrowings pursuant to a $1,500 million 364-day senior unsecured term loan credit facility.
We are obligated to cause certain of our subsidiaries to conduct one or more offers to exchange (collectively, the “Junior Lien Exchange Offer”) certain of the senior notes issued by DGH and DCL, as applicable, for new junior lien secured notes with the same economic terms (including denominations, interest rate, interest payment dates, maturity date and redemption provisions) to be issued by DGH or DCL, as applicable (the “junior lien notes”). On May 26, 2026, following receipt of the requisite consents in the 2026 Consent Solicitations, the Issuers entered into supplemental indentures to the Existing WBD Indentures to adopt the Proposed Amendments, which, among other things, extended the deadline to commence the Junior Lien Exchange Offer from December 30, 2026 to the End Date (as defined in the PSKY Merger Agreement), which is March 4, 2027 (as such date may be extended by the parties to the PSKY Merger Agreement), provided that if the PSKY Merger Agreement is validly terminated on or prior to the End Date, such deadline will be the later of (i) December 30, 2026 and (ii) 90 days following the termination date (the “Exchange Offer Deadline”). If the Junior Lien Exchange Offer is not commenced by the Exchange Offer Deadline or the Junior Lien Exchange Offer is not completed within 60 days of commencement thereof, WBD will be required to pay to each holder of the applicable senior notes entitled to participate in the Junior Lien Exchange Offer a one-time cash payment in the amount of $100 per $1,000 principal amount or €100 per €1,000 principal amount, as applicable, of the applicable senior notes held by such holder, equal to an aggregate amount of approximately $1.5 billion.
The PSKY Merger Agreement provides that, prior to October 15, 2026, PSKY may deliver one formal request (a “Specified Request”) in writing to WBD requesting that WBD either, subject to certain exceptions, (i) commence and use reasonable best efforts to effectuate a consent solicitation (on terms mutually determined by PSKY and WBD in good faith) to eliminate the obligation to commence the Junior Lien Exchange Offer or otherwise modify the required terms of the Junior Lien Exchange Offer, (ii) commence and use reasonable best efforts to effectuate the Junior Lien Exchange Offer (on terms mutually determined by PSKY and WBD in good faith, subject to certain conditions) or (iii) make a payment in the amount of $100 per $1,000 principal amount or €100 per €1,000 principal amount of such outstanding senior notes in lieu of effectuating the Junior Lien Exchange Offer (the “Amended Notes Payment Amount”); provided that, if the Amended Notes Payment Amount becomes due and payable pursuant to the above, PSKY shall timely and fully pay such amount (such amount not to exceed $1,528 million in the aggregate). On May 19, 2026, in connection with the 2026 Consent Solicitations, PSKY delivered the Specified Request to the Company.
As of June 30, 2026, all senior notes are fully and unconditionally guaranteed by the Company, Scripps Networks Interactive, Inc. (“Scripps Networks”), DCL (to the extent it is not the primary obligor on such senior notes), and DGH (to the extent it is not the primary obligor on such senior notes), except for $171 million of senior notes related to the legacy WarnerMedia business (the “WarnerMedia Business”).
Revolving Credit Facility and Commercial Paper Programs
DCL and certain subsidiaries of the Company, as borrowers, have a multicurrency revolving credit agreement, which was amended in June 2025 (the “Credit Agreement”). The Credit Agreement provides for a senior revolving credit facility (the “Credit Facility”) with aggregate commitments of $4,000 million and includes a $150 million sublimit for the issuance of standby letters of credit. DCL may also request additional commitments up to $1,000 million from the lenders upon the satisfaction of certain conditions. The obligations of the borrowers under the Credit Agreement are secured by the same collateral and have the benefit of the same guarantees as provided in respect of the First Lien Credit Agreement, as described above. The Credit Agreement is available on a revolving basis until October 2029, with an option for up to two additional 364-day renewal periods subject to the lenders’ consent, and provides for an early termination of the Credit Agreement upon completion of the previously proposed Separation Transaction.
Additionally, the Company’s commercial paper program is supported by the Credit Facility. Under the commercial paper program, the Company may issue up to $2,000 million. In March 2025, the Company increased the issuance capacity under the commercial paper program from $1,000 million to $2,000 million. Borrowing capacity under the Credit Facility is effectively reduced by any outstanding borrowings under the commercial paper program.
As of June 30, 2026 and December 31, 2025, the Company and DCL had no outstanding borrowings under the Credit Facility or issuances under the commercial paper program.
The Credit Agreement contains customary representations and warranties as well as affirmative and negative covenants and requires maintenance of a minimum consolidated interest coverage ratio of 3.00 to 1.00 and a maximum consolidated leverage ratio of 4.50 to 1.00. As of June 30, 2026, the Company was in compliance with all applicable covenants and there were no events of default under the Credit Agreement.