Great. We'll get started. We're thrilled to welcome Gunnar Wiedenfels back, currently the CFO of Warner Brothers Discovery, but onto other things as well. So we'll get to all of that. So it's been. Let's focus a little bit on WarnerMedia and Discovery first. But it's been three years since the merger, and you've spent a great deal of that time restructuring, transforming, realigning the company across every single division. You've accomplished a great deal. However, as you've done that, the industry continued to evolve and change. And so you've announced plans to split the company into Warner Brothers. and Discovery Global, where you will be the CEO. What is the timeline of the split?
Yeah. Look, first of all, welcome everyone, and thank you, Jessica, for having me again. We have publicly said Q2 of next year is when we want to get this split done, and I will start by saying that we're seeing great momentum on all fronts right now, and that is for the separation process, that it's for the business fundamentals and financially, so maybe allow me a minute or so to talk about those three separately, so from a separation perspective, again, I continue to see a very significant value creation opportunity here. We are well on track. We have that Q2 2026 timeline. The timing is perfect in a way. We have done so much hard work since that merger to deleverage the company. We're at net debt of roughly $30 billion at this point. We'll be significantly lower than that at the end of the year.
So that's been one key priority in the past. The tender offer was a great success that has helped us and we've got one more creative tool in the box here with the retained stake for Discovery Global in the Warner Brothers. company, and I'm sure we're going to talk about that, but that's something I'm starting to focus on a little more now. We have about a year after separation to monetize that but we already have serious people asking about ways to get their hands on that maybe before that so there's a lot of interesting activity there and we had a very busy weekend. We substantively completed our intercompany agreements that we need to put in place, TSAs, commercial agreements and we got that broadly done over the weekend, which was a huge milestone and the team worked really hard through that entire weekend.
You saw the announcement that we hired Brad Singer, who's going to be David's CFO for the new company. We worked with him for a month or so as he sort of did diligence on all the numbers and plans, etc. He's tremendously experienced and is going to add a lot of value and is excited to come on. In fact, he's already soft starting. In October, on October 1st, he's going to hit the ground running. That's all going very well. Fundamentally, a great momentum also across the board, creative success right now, maybe more visible than anywhere else in the film business. We're now six for six film openings, about $40 million. I'm not going to jinx it, but I'm also positive about the upcoming The Conjuring installment. That's all going very well.
On the network side, we have the unique situation right now of no major affiliate deals upcoming for a while, so the team is really also focused on the creative side, but also Luis Silva Wasser making a lot of progress, putting together a streaming solution for the new Discovery Global company in the sports space. Mark Thompson is going to come out with more specifics within a matter of weeks on a CNN streaming solution, etc. So great momentum there as well, and financially, we're continuing to generate the cash that we need in a major way. And I have full confidence in our guidance elements, the at least $2.4 billion for the studio, streaming at least $1.3 billion for the year, and then a positive outlook from there, so we've chopped a lot of wood. We still have a lot on the agenda, but we're checking it off one by one.
So, maybe just to follow up on what you just mentioned, the up to 20% stake in Warner Brothers. going to Discovery Global. So, it sounds like you can entertain bids before the split or you are entertaining bids before the split's complete. Can you talk? Can you sell it now before you split? And you know also, you mentioned that you've already had discussions. What kind of interest has there been?
We could. If you take a step back, it's going to be a trade-off, right? Because we want to get full value for it. It's a huge building block in this whole transaction to get an equity injection at the right valuation at an accretive multiple to help with the delivering path. That's definitely going to be a priority. Again, we've been very clear from a tax perspective. We have a year, potentially a little longer, but let's say a year. We have had some interest in discussions earlier than that. Technically, we would be able to monetize part of it, all of it, whatever, before we even close the transaction. Again, there's nothing specific here yet, but definitely something that I'm going to be a lot more focused on over the next few months.
What's the process to establish opening leverage for each company?
Yeah, so one of the big building blocks from here to the closing of the transaction in the Q2 is getting pro forma financials in place and carve-out financials, so the team is working really hard on that. There is a sequence of steps that we need to get through on that basis, and as part of that, with an eye towards the budget for next year and updated long-range plans for both companies, we're going to work with the board to make the final determination of what goes where. We've already said, and that hasn't changed. If you look at the takeout financing for the bridge loan, the $17 billion bridge loan that we have in place, the majority of that is going to go to Discovery Global. If you add the existing debt, so the vast majority of the debt is going to be with Discovery Global, where the free cash flow is to service that debt as well.
Right. Okay, so let's go through the pieces. I'd started with the studio, which is obviously one of the crown jewels in all of Hollywood, and it still appears, to us at least, subjectively, that there's a significant opportunity in terms of profitability. You guys have targeted $3 billion in EBITDA potential and not as an endpoint. Can you break down the drivers that get us from here to at least there?
Yeah. And I'm glad you said it in your question already. It's not an endpoint. It's an interim step. I think there's significantly higher potential there. And changes in that business take a while. And we've been working really hard over the past three years on implementing that change. And it really starts with the creative, you know, both on the executive side and in the talent community. David has made a real point of bringing talent back to working with us. And I think we're seeing some of the benefits now in our performance. But it also expands into just the professional management, the process of decision-making from a budget through marketing, through production execution to windowing. And then third, embracing franchises, the 360-degree nature of the monetization opportunity. So those are some overarching points. And we have already seen some steps forward here.
Again, $2.4 billion, at least for this year, is a significant step towards that goal. And from here, there will be further growth opportunities. On the film side, again, it's always hit and miss, but there's a little bit of a pattern now. And the slate structure across the four distinct categories of films and everybody staying in their lanes and doing what they're best at is going to be a driver for us. In Channing's business, the Warner Brothers TV production, I'm sure we're going to talk more about it, but we're seeing great success, especially in the growing SVOD space where she's in business with all of the key platforms. Games has had more difficult years last year and to some extent this year, but there is tremendous opportunity. We know where that business can perform.
JB has restructured the business into four franchises that have billion-dollar-plus potentials. We're going to see some of that come through. There's opportunity in every one of these units.
Okay. Gunnar, you've said that in success, there's no greater upside, but in failure, there is less risk. Why is that the case?
It comes back to a strategic and professional approach to managing the studio, right? It starts with the slate composition. As I said, we're going to have what we think is going to be the right balance of tentpole films, but some lighter budget films, the right mix of using our own IP, but also embracing the creative genius of original filmmakers. But it has to fit and dovetail together in the right mix of the slate. The operating discipline and rigor is a major point. When we first started working together, there wasn't a lot of detailed budget-focused discipline, daily hot cost reports. And I mean, we're actually coming in below budget for all of our productions now on average. That's something that was unheard of before.
Then, frankly, just professionally looking at the data, analyzing how to best make those windowing decisions, what goes onto what platform, and embracing, again, all the cash registers that help us monetize our content. Those are all important factors. Again, it is a hit-driven business. We will make great movies. The past six films that we released all had 90 audience scores. It's probably not going to continue on like that forever, but that's a factor as well. We have a great run right now. I believe that what we have put in place in terms of how we manage the studio is also going to limit the downside in the inevitable cases where we have some creative failures.
So I mean, you have a ton of franchises, but just a few months ago, you released Superman, which successfully kickstarted the DC Studios launch, and it's obviously very important to the company. How meaningful can the halo effect be on the rest of your business, and how does that flow through?
It's tremendously important. I think DC is maybe one of the most undervalued and underappreciated parts of our portfolio. And I think the DC franchise has billions of dollars of greater potential than what we're seeing right now. And again, back to the point that I made in the very beginning, it all takes time. It was three years ago that James Gunn and Peter Safran defined their vision, laid out that five, 10-year canon. And Superman on the film side was really the kickoff of that. But it's more than just the films. We're going to have a film cadence from here on out, but you've also had The Penguin. You have Peacemaker, second season right now, tremendously successful on HBO Max. And it's all integrated. It all fits together. And I think that is going to create opportunities beyond the individual titles. I'm super excited about DC.
Right. Do you expect content spending to be structurally lower now as the entire industry is focused more on profitability?
Look, that's true. The entire industry is focused more on profitability. And I think that's good because it will drive sustainability in this industry. Where does that matter for us? It's Channing's WB TV production business. And what we're seeing here is that it's actually helpful because with greater budget pressures everywhere in the industry, people are focusing on quality. And that's what always takes them to Warner Brothers TV. Channing is in business with all of the leading streaming platforms. In fact, is producing some of the biggest hits on those platforms. We just recently announced a couple of green lights with Amazon. So she's very, very well positioned. And we haven't even started expanding into some other areas where she still also has a right to win.
I mean, we could say Warner Brothers. I mean, this studio forever, but let's move on to streaming because we have a lot to cover. The profitability at HBO Max has been a source of outperformance from an EBITDA perspective. Can you talk about the building blocks from here and what the long-term margin potential of the business is? Can it be a 20% plus margin business? And if yes, under what timeframe?
Yeah. We made that. We set out this 20% bogey a while back. I still believe that it's very, very achievable. At the same time, margin isn't an objective in and of itself for that kind of business or growing that kind of business, right? The way we manage it is much more focused on looking at customer lifetime value relative to the subscriber acquisition cost. And one of the reasons why I wouldn't want to put a timestamp against this is there may be investment opportunities to drive towards greater value that may have a short-term margin impact. But look, we have invested billions and billions of dollars in the technology platform, in the global launches and rolling that platform out everywhere around the globe, and the content that we need to drive through that global platform.
I expect very significant operational gearing from here with a lot of the incremental revenues dropping down to the bottom line or allowing us to further invest in more of that successful content. Again, we've been very open to driving content investments because I do think we have a process that works and that allows us to drive great ROI with limited downside potential.
There's been a significant increase in pricing just across all of the streaming business. Are we approaching a tipping point from a consumer perspective, and has the increase in prices driven downgrades to the advertising tier?
So look, I think, first of all, of course, you're right. There is a trend towards a higher price. We just had Apple increase the price of Apple TV+ pretty significantly. And look, I think it's healthy. We're coming off of a period where enormous amounts of quality content were given away below value. And so I think that trend has been pretty consistent and I expect will continue to persist. In terms of how that drives viewers to one tier or the other, I'm not sure that pricing is the most important driver. Then, frankly, we want to be indifferent, right? If you have a greater tolerance or even an interest in advertising, wonderful. Take our Ad-Lite tier. If you want sort of the uninterrupted experience with no ads, pick that product.
Ideally, we adjust pricing between the options in a way that gets us profitability on both fronts. For us specifically, there is significant opportunity on the advertising side. In many of the international markets, we have only recently introduced Ad-Lite tiers. Also in the U.S., I think there is greater engagement, greater scale, maturing technology that's going to make this one of the growth drivers for the mid to long-term plans.
On the other side of that, HBO Max has been leaning also into wholesale agreements that drive subscribers, but obviously lower ARPU. Why is that the right approach?
It's the right approach as one approach in a mix of approaches, right? It all comes back to we want to drive shareholder value. We want to drive customer lifetime value and make sure that we're acquiring profitable subscribers. So wholesale partnerships are one way to very quickly build scale, especially in new markets. And it's typically a financial profile whereby you have lower subscriber acquisition costs, sometimes lower churn initially, but you pay a price for that with lower ARPUs. But it's definitely one legitimate way to grow. And then over time, as you're more established in certain markets, you might shift the weight between the various go-to-market approaches. But we've always been very open. We want to be as widely distributed as possible. Wholesale partnerships are a part of it. We also like our Disney partnership.
That's been a great success here in the U.S. and has tremendously attractive economics. So all of these approaches play a role in the mix. And it's always falling short to just look at, "Oh, this is the number of subscribers," or, "This is ARPU." None of these metrics matter in isolation.
Right. So in the first half of 2026, you're going to have some pretty big launches: UK, Italy, Germany. What are the milestones investors should focus on?
For the U.K. and Ireland markets, we're essentially locked and loaded. I think we've always said publicly that we're expecting 10 million subscribers through the Sky relationship and the Sky partnership. It's also important that we have flexibility beyond that, other partnerships, and then a retail go-to-market approach. Germany and Italy are other key markets that we're, as we speak, working through the approach to cover those markets. There's big opportunity. Those are some of the most relevant markets in Europe. We have the benefit of our content having been known and sort of iconic in those markets for years already. We're going to hit a fertile ground there.
Right. There's a view that DTC consolidation needs to happen. What role does WBD play in these discussions?
I'll give you the same answer for this as always. We'll be looking at everything, Jessica. And in fact, one of the reasons why we are splitting the company is that we are going to create two entities that are going to be much more nimble and able to respond to opportunities in the market. That said, we're also very focused on creating two very viable companies. And I think that HBO Max has what it takes. We've got a great process in place, a great platform. What Casey is producing is working really well. But that said, we're always going to look at whatever opportunity arises.
Right. Do you believe you maybe, well, let me say that. Do you think you'll need to accelerate content investments to further drive engagement on the platform? Or are you at a steady cadence at this point, or do you have to accelerate?
Look, it's a growth business. And as such, we have increased content spend in our plans. And by the way, that applies to both HBO Max and the studio. And again, as I said, I have great confidence given the process that we have put in place that we're able to deploy capital in a very accretive way in both of these businesses. That said, and David has made this clear from the very beginning, for us, for HBO, it's much more about quality than quantity. And that's going to continue to be the focus of our content strategy. But yeah, we are going to continue spending more.
Last thing on DTC, but when you put all this together, as we think about the growth algorithm for streaming, how should we think about subscriber growth versus ARPU growth over the next few years?
Yeah, with different nuances, it's all of the above, right? We will see subscriber growth predominantly internationally in those markets where we have launched and are still in the early stages of penetration in those markets that you just mentioned earlier where we are about to launch next year. So that's definitely the non-U.S. markets are those where we expect and plan for significant subscriber growth. ARPU growth over time is going to be a factor in all of these markets. You already mentioned pricing as an industry-wide trend. We also see pricing opportunities in international markets. And advertising as an overarching opportunity is only going to grow in importance over time. And then again, I do think we now have a platform in place that allows us to convert a lot of that revenue into profit growth.
Last question on the studio's Warner Brothers. side. Can Warner Brothers. be cash flow positive in its first year as a standalone entity?
We've already, when we announced the separation, we told the market that we expect that asset perimeter, the Warner Brothers. company to be cash flow break-even around the time of separation. That's one of the reasons why we're able to do the split now. And given the billions and billions of investments, and by the way, both on the Warner Brothers. side and on the HBO Max side, I do think that there's tremendous growth opportunity and that we're going to see nice cash flow conversion for the years to come after the separation.
So moving on to Discovery Global, where you'll be CEO. In many ways, the focus of a consolidated WBD was to reinvigorate the studios, scale streaming, drive synergies. Perhaps some of the linear assets suffered as a result, tell us, but it does seem like maybe it was underinvested to drive some of the other businesses. Also, there's a widely held view that the linear business, for all intents and purposes, is in this perpetual state of decline with kind of no end in sight. But here you are, signing up to be the CEO of the network's business that will, as you said earlier, will have a lot, will have the bulk of the leverage. So what are investors underappreciating about these businesses? Or maybe what do you see that you think represents an opportunity going forward as a standalone entity?
Yeah, let me start by saying I've never been as energized as I am right now. We had our second workshop with my future leadership team last week. I was saying earlier, we started at 8:00 A.M., took four 10-minute breaks, went through 6:30 P.M., and then off to dinner, and could have gone on for another 10 hours. There's a lot of excitement in the team because, as you said, we had, for the very right reasons, very clear priorities that we're focused on, Warner Brothers. and HBO. There's a lot of opportunity that we can tackle on the Discovery Global side. If I should summarize it, to me, it comes down to four things. One is the focus, right? This is all we do now.
And there are areas, pockets of growth, pockets of investment opportunity that we just wouldn't have tackled as part of a WBD conglomerate, but that make a lot of sense to tackle now. And that's really what's energizing the team right now. We have the opportunity to do that now. That's tied to the second point, which is we have cash. The business continues to throw off an enormous amount of cash. Now, granted, part of that will be used to pay down the debt. As I said, we're going to carry the majority of the debt of the combined company, creating equity value that way. But there will be excess cash that we can now put to work within Discovery Global as opposed to handing it off to HBO Max and the studio. Number three is the fact that we have enormously valuable content brands.
And we have to reimagine those as actual content brands and not linear networks. And that's something that applies across all of our genres. It applies to our unscripted entertainment. It applies to news. It applies to sports. And the teams are hard at work to leverage those beginnings of digital expansion that we have in all of these genres, right? We're going to get discovery+ back over to support the entertainment networks. I mentioned earlier that Mark Thompson and Alex MacCallum are very close to launching a CNN streaming product, an all-encompassing news product that I think is going to be really exciting. And in the sports space, we've got a massively successful social media setup with Bleacher Report, House of Highlights.
We're working on creating our own TNT Sports app, which is going to be available as a streaming product, but importantly, also as a bundle option internally with discovery+ or not so internally anymore, HBO Max, but also open to other partners in the industry. That's going to be a great additional monetization opportunity. Then there's other avenues we can take. Content sales might take a more prominent position going forward. Long story short, just thinking way beyond just the core linear monetization. Then the last thing I want to point out is international. Actually, I think you took a group of investors to Poland once. And I remember that trip because it was so eye-opening for a lot of our investors how what massive positions we have in some of these markets.
And that's true across a number of the key territories in Europe, very different top-line trajectories in the more free-to-air dominated markets. And we've got very strong positions. I think we have a lot of assets there that we can build out, that we can build on, and that we can build around.
There's a lot in there, but so I mean, you mentioned the focus and valuable content brands you have. I mean, is the plan to invest more in the brands? And where would your content spending be going?
Again, we're in the process of detailing out that strategy with the team. It's too early to give financial projections here. Bottom line is I don't think that we're going to see dramatically higher or different spend. The way we allocate and reinvest might look different going forward than it does today. Bottom line is we have investment opportunities that I think will have tremendous return on investment and actually surprisingly short payback periods.
And is there any more you can do on the, I mean, you've restructured a lot, but is there any more you can do on the cost side if revenue continues to be pressure?
Well, look, as you said, we have already done a lot. And I always stress that it's not a reasonable assumption that for every dollar of revenue that comes out of the linear ecosystem, we're going to find a dollar of costs. But that said, this team is scrappy, is very focused and disciplined. And we will continue to look at efficiency opportunities wherever we can as part of managing, as part of anyone's management in this market environment.
Before I switch gears a little bit, but is there any more that you just kind of alluded to these apps? Is there anything you'd say on timeframe or how robust they will be?
These are big priorities. Mark and the team have been working on the digital strategy for CNN for quite some time. Again, it's a matter of weeks before they will come out and give a launch date for that app. As part of the separation, we decided that sports here in the U.S. are going to come off of HBO Max. That means we need to have our own streaming home. Luis and the team are driving that hard right now. It's going to take a little longer than a matter of weeks, but we'll hopefully have that ready right around the time of our separation.
And then on sports, when you were in that path of negotiating and sort of with the NBA or figuring it out, you were able to add a lot of, actually, quietly, but a lot of sports. Is your portfolio where you want it to be at this point? Are there more things that are on your radar?
Remember, the most important purpose of that sports portfolio here in the U.S., in the context of that discussion, was to secure enough premium, high-value content to assure sort of continued great partnerships with our affiliates. And we have achieved that. We have worked through all of these deal renewals. That said, sports is a core part of our strategy. We're always going to continue looking at everything that comes to the market. And in many cases, you're going to see us say no because you have to be incredibly disciplined in that space. But I think as Luis and the team have shown, you can be very successful with that strategy. I love the portfolio as it stands right now. And if there are rights that become available as everybody is kind of reshuffling their strategies, we'll be there and we'll take a look. If we can generate some shareholder value off of it, we'll be in business
There are several linear assets coming to the market that we know about, and naturally, there's been a discussion of a linear roll-up vehicle. Do you view your linear networks as a consolidator or maybe a target?
Look, same thing. As public companies, you will always see us in every one of those processes, right? We always want to learn. We always want to see if there are opportunities. I do think specifically in the U.S., it's not as simple as it looks on the face of it. The question I would ask is, does a transaction make us better or just bigger? And I think that's a tough question in this market. I think internationally, there are a lot of opportunities. I mentioned this earlier. We have very strong positions in some really attractive markets with very different core business trends. And I think there's a lot that we bring to the table that goes beyond just cost synergy. And again, so you'll see us look at everything, but we'll continue to be disciplined and make decisions with an eye towards real value creation opportunity.
Right. So it sounds like the international opportunities far away, what do you see domestically? And you have pretty big scale here already. Are there opportunities to scale up in Western Europe, in Latin America? Where would you?
Yeah. I mean, let's not get very specific right now, but I would certainly hope so, yeah.
Right. Okay. On the last earnings call, one of the things that came up was double sports rights cost in the second half. Can you help us think through the magnitude of this impact?
Yeah. That's unfortunately, you always need to—you can't perfectly time all this. And that has led to some confusion with us bulking up a little more on rights as we prepare to walk away from the NBA. But in a nutshell, if you exclude the Olympics in Europe for a second, $300 million higher sports expenses in 2025 from that sort of redundant set of rights, with a lot of that hitting the Q2 and Q3 . And the Q4 , we're actually going to start to see some relief. We're going to be losing roughly $100 million from changes in the portfolio, among others, the NBA going away. And the bulk of that NBA-driven cost saving is going to hit in Q1 and Q2, predominantly Q2 of next year. So there's going to be a tailwind.
And again, as you mentioned, I think the team has done a great job accumulating a portfolio. And we're going to see some increases next year as well. We're going to have five College Football Playoff games, including a semifinal. And so it's a great portfolio. You can't always perfectly time the financial impacts tied to it.
And then just on sports, and then I'll go to my kind of last set of questions. But with ESPN launching their DTC service, it seems—and I guess they announced this bundle with Fox—it seems like there's a lot of opportunity to kind of bundle or reassess how you market sports. From your perspective, for your assets, how are you thinking about it?
Yeah. Look, I think that's right. And I think you do need to have an all-encompassing monetization strategy in order to refinance these rights. That's why it was so important for us when we made the decision to separate to quickly get something started that Luis can use in order to utilize our streaming rights. But as I said earlier, very much also with the TNT Sports, the flexibility to bundle this with other products as we see fit or as the opportunities arise.
Interesting. So I realize there's still some time before the separation is complete. Could you talk about what the key priorities are for you and David ahead of the separation?
Well, the top priority is any separation is a time of uncertainty, disruption for people: not keeping our eye on the ball and continuing to deliver. I talked about the tremendous underlying momentum that we're seeing right now. We got to keep that going. Number two is to work through the practical reality of separating this company. Again, this is hundreds of work streams, thousands of people working on this. And I do want to give a shout-out to the thousands of people that have worked tirelessly on this in times of uncertainty, including a lot of people taking the labor and Labor Day quite literally and getting through these work streams. That's a second priority. And again, we're seeing great energy everywhere in the company, specifically on both sides of this upcoming split. And David and I and the teams are ready and can't wait to get started.
Okay. So last question. When can we expect to hear more about the go-forward strategy and the key priorities for each company post-separation?
Yeah. you know, As I said, this is an ongoing process. We're actively working on strategy. We're actively working on a very early budget process for next year, a refreshed long-range plan for both companies. We're going to begin firming out the bridge loan at some point. We need carve-out and pro forma financial statements. So closer to that Q2 date of next year, we're definitely going to be in front of investors, both on the debt and the equity side, with a lot more detail.
Right. With that, thank you so much.
Thank you.