Item 7.01. Regulation FD Disclosure

On May 18, 2022 David Zaslav, President and Chief Executive Officer of Warner Bros. Discovery, Inc. (the "Company") appeared on CNBC's Squawk Box and was asked to comment on the Company's plans to de-lever. The Company continues to believe that it will reach its target gross leverage of 2.5 times to 3.0 times within 24 months of closing the WarnerMedia transaction.

The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Statement Concerning Forward-Looking Statements

Information set forth in this filing contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. Warner Bros. Discovery's actual results could differ materially from those stated or implied due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Company's 2021 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 24, 2022, in the Company's Quarterly Report on Form 10-Q filed with the SEC on April 26, 2022 and its subsequent filings made with the SEC. Forward-looking statements include statements regarding Warner Bros. Discovery's expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as "anticipate," "believe," "could," "continue," "estimate," "expect," "intend," "may," "should," "will" and "would" or similar words. Forward-looking statements include, without limitation, statements regarding future financial and operating results, Warner Bros. Discovery's plans, objectives, expectations and intentions, targets and other statements that are not historical facts. Warner Bros. Discovery expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Warner Bros. Discovery's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Non-GAAP Financial Measure

Gross leverage is a financial measure not prepared in accordance with U.S. generally accepted accounting principles. The Company defines gross leverage as total debt plus finance leases divided by the sum of the most recent four quarters Adjusted EBITDA. Reconciliations of forward-looking gross leverage and Adjusted EBITDA are not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations.

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Item 9.01. Financial Statements and Exhibits




        Inline XBRL Instance Document - the instance document does not appear in the
101     Interactive Date File because its XBRL tags are embedded within the Inline XBRL
        document
104     Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit
        101)

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