Warner Bros. Discovery reported a $148 million loss in the third quarter, hitting a sour note as the company began fielding interest from would-be buyers as Hollywood braces for a transforming deal.
Earnings for the entertainment company that includes HBO, CNN and the Warner Bros. film and TV studios fell short of analyst expectations. A year ago, the company reported profit of $135 million for the third quarter.
Revenue of $9.05 billion declined 6% from the year-ago period. The company swung to a loss of 6 cents a share, compared to last year’s earnings of 5 cents a share.
Still, Chief Executive David Zaslav spent much of Thursday’s call with analysts touting his company’s underlying strengths — while avoided giving details about the company’s sale.
“It’s fair to say that we have an active process underway,” Zaslav said.
Warner Bros. Discovery on Thursday reiterated it is forging ahead with previously announced plans to split into two separate entities by next spring. However, the Warner board acknowledged last month that it was also entertaining offers for the entire company — or its parts — after David Ellison’s Paramount expressed its interest with formal bids.
Paramount has made three offers, including a $58 billion in cash and stock for all of Warner Bros. Discovery. That bid would pay Warner stockholders $23.50 a share.
The Ellison family appears determined to win one of Hollywood’s most storied entertainment companies to pair with Paramount, which the Ellisons and RedBird Capital Partners acquired in August.
But Warner Bros. Discovery’s board, including Zaslav, voted unanimously to reject Paramount’s offers and instead opened the auction to other bidders, which is expected to lead to the firm changing hands for the third time in a decade.
Board members are betting the company, which has shown flickers of a turnaround, is worth more than the offers on the table. Despite its rocky third-quarter results, Warner’s stock held its ground in early morning trading at around $22.60 a share.
“Overall we are very bullish,” Zaslav said of the company’s business prospects.
“When you look at our films like ‘Superman,’ ‘Weapons’ and ‘One Battle After Another,’ the global reach of HBO Max and the diversity of our network’s offerings, we’ve managed to bring the best, most treasured traditions of Warner Bros. forward into a new era of entertainment and [a] new media landscape,” he said.
But the company’s results underscored its business challenges.
The studio witnessed a major decline in advertising revenue in the third quarter, reporting $1.41 billion, down 16% from the previous year, which executives attributed to declines in the audience for its domestic linear channels, including CNN, TNT and TLC.
Distribution revenue also took a hit, as the company reported sales of $4.7 billion, a decrease of 4% compared to last year.
Studio revenue increased 24% to $3.3 billion, powered by the success of DC Studios’ “Superman,” horror flick “Weapons” and the latest installment of “The Conjuring.” But even those box office wins couldn’t totally offset shortfalls in other areas of its content business.
Last year, the company was able to sub-license its rights to broadcast the Olympics in Europe, which pushed content revenue to $2.72 billion. But this year, revenue was down 3% to $2.65 billion.
Burbank-based Warner Bros. has had a string of success in theaters, with nine films opening at the top spot globally at the box office. The studio recently surpassed $4 billion in worldwide box office revenue, making it the first studio to do so this year. Warner Bros. last achieved that milestone in 2019.
Zaslav would like to continue with Warner’s break-up plans, which were announced last June.
The move would allow him to stay on to manage a smaller Hollywood-focused entity made up of the Warner Bros. studios, HBO, streaming service HBO Max and the company’s vast library, which includes Harry Potter movies and award-winning television shows such as “The Pitt.”
The company’s large portfolio of cable channels, including HGTV, Food Network and Cartoon Network, would become Discovery Global and operate independently.
Beyond Paramount, Philadelphia-based Comcast, Netflix and Amazon have expressed interest in considering buying parts of the company.
The company said its third quarter loss of $148 million was the result of a $1.3 billion expense, including restructuring costs.
Paramount Chairman David Ellison’s latest offer to buy Warner Bros. Discovery contained a twist:
Should Paramount, backed by tech billionaire Larry Ellison, pull off the purchase, Warner Bros. Discovery Chief Executive David Zaslav could stay on to help lead the combined enterprise.
“They’re sweetening the pot,” Paul Hardart, a professor at New York University’s Stern School of Business, said of the Ellison family. “It just shows all the little arrows in their quiver they’re using to try to push this deal.”
David Ellison’ unexpected olive branch to Zaslav was contained in a letter this month to Warner Bros. Discovery’s board that offered $58 billion in cash and stock for the entire company. The move underscores the family’s determination to win the entertainment company that includes HBO, CNN and Warner Bros. film and television studios — and an obstacle in their path.
After hustling for decades to get to the big stage, Zaslav, 65, isn’t ready to relinquish the reins. He’s eager to prove critics wrong and complete a turnaround after three painful years of setbacks and cost cuts to reduce the company’s mountain of debt.
Warner Bros. Discovery board members, including Zaslav, have unanimously voted to reject Paramount’s three bids, viewing them as too low and not in the best interest of shareholders, according to two people close to the company who were not authorized to comment.
The board supports Zaslav’s desire to forge ahead with a planned split of the company next spring. But it also has opened the auction to other potential suitors, which is expected to lead to the firm changing hands for the third time in a decade.
Representatives of Zaslav, Warner Bros. Discovery and Paramount declined to comment.
David Ellison’s audacious offer is being guaranteed by his father, Larry Ellison, the world’s second richest man with a net worth that exceeds $340 billion. The Ellisons’ proposal includes paying 80% cash to Warner shareholders and the rest in stock, according to two people familiar with the matter who weren’t authorized to comment. The most recent offer was $23.50 a share.
The Ellisons began their campaign last month, just weeks after David Ellison’s Skydance Media, along with RedBird Capital Partners, picked up the keys to Paramount, which includes CBS, MTV, Nickelodeon and the Melrose Avenue film studio, which has been depleted by decades of underinvestment.
The proposed addition of the more vibrant Warner Bros. would give the Ellisons an unparalleled entertainment portfolio with DC Comics including Superman, “Top Gun,” Scooby-Doo, Harry Potter, “The Matrix” and “The Gilded Age.”
The family would control streaming services HBO Max and Paramount+, nearly three dozen cable channels, including HGTV, Food Network and TBS, and two legacy news operations — CNN and CBS News.
It would also accelerate the trend of uber billionaires, including Amazon’s Jeff Bezos and SpaceX’s Elon Musk, of owning prominent news, entertainment and social media platforms. Larry Ellison also is part of a U.S.-based consortium lined up by President Trump to buy TikTok from its Chinese owners.
“If a trade deal with China is imminent, and TikTok would be aligned, then it would create a new media colossus, the likes of which we haven’t seen,” said veteran executive Jonathan Miller, chief executive of the investment firm Integrated Media Co.
Paramount is in talks to merge with Warner Bros. Discovery.
(Al Seib / Los Angeles Times; Dania Maxwell / Los Angeles Times)
The drama is unfolding as Paramount on Wednesday slashed 1,000 workers in the first round of cuts since Ellison took over. A second wave of layoffs — affecting another 1,000 workers — is expected in the coming weeks, helping fulfill a promise made to Wall Street by Ellison and Redbird to reduce expenses by more than $2 billion.
Combining with Warner Bros. would bring more layoffs, analysts said, and a potential hollowing out of a historic studio.
“Merger after merger in the media industry has harmed workers, diminished competition and free speech, and wasted hundreds of billions of dollars better invested in organic growth,” the Writers Guild of America West, said last week in a statement in opposition to the proposed unification. “Combining Warner Bros. with Paramount or another major studio or streamer would be a disaster for writers, for consumers, and for competition.”
Critics point to a long list of media merger misfires, including the disastrous AOL Time Warner merger a quarter century ago. Some critics contend Walt Disney Co.’s $71-billion purchase of much of Rupert Murdoch’s entertainment holdings didn’t live up to expectations, and AT&T whiffed its $85-billion deal for Time Warner, handing it to Zaslav’s Discovery four years later for $43 billion.
The New York native, a descendant of Jewish immigrants from Poland and Ukraine, had spent 16 years running the Discovery cable channel group, a respectable business, but one that lacked Hollywood flash.
Zaslav grew up on the fringe of New York City, in Ramapo, N.Y., where he’d been a promising tennis player who proudly wore his athletic gear to middle school. Tennis was his identity — until he started getting beat by players he used to whip.
Zaslav’s coach sat him down, bluntly saying he wasn’t putting in the work.
“I vowed that day I would never be outworked again,” Zaslav said during a 2023 commencement address to Boston University graduates. Underlings have long marveled at his indefatigable work ethic.
The speech was meant to be his triumphant return to his alma mater. Zaslav had finally made it to Hollywood, where he was now holding court in an exquisite corner office that had belonged to studio founder Jack Warner.
Zaslav had big plans to turn around Warner Bros. But, in Boston, he suffered a beatdown.
The Writers Guild of America had just gone on strike against his and other Hollywood studios. Protesters heckled Zaslav. Students booed. A plane flew overhead, waving a banner that read: “David Zaslav Pay Your Writers.”
He had assumed control a year earlier, in April 2022, just as Wall Street soured on media companies that were spending wildly to build streaming services to compete with Netflix.
Zaslav inherited a venture bleeding billions of dollars to get into streaming. The merger itself saddled the company with $55 billion of debt. Warner’s stock plummeted.
He and his team spent the first few years slashing divisions, canceling TV programs and contracts, and shelving movies. To further reduce expenses, the company laid off thousands of workers. Hollywood soon viewed Zaslav with derision.
It didn’t help that Zaslav has long been one of the most handsomely compensated executives in America.
There were high-profile stumbles, including jettisoning staff of the tiny Turner Classic Movies channel and an ill-conceived rebrand of its streamer to “Max” before changing the name back to HBO Max.
“The Warner Bros. Discovery merger was a well-intended failure,” Hardart said. “The cable subscriber base shrank at a faster rate than most people had forecast. … Thousands have lost their jobs, the HBO brand has been reimagined and reimagined, films have been mothballed and the future of the Warner Bros. studio is today uncertain.”
Warner Bros. Discovery paid down $20 billion in debt, but $35 billion remains. The debt load has nearly suffocated the company, making it a vulnerable target.
“There was a lot of fixing that David Zaslav and his team had to do,” Bank of America media analyst Jessica Reif Ehrlich said in a recent interview. “It’s been three years of incredibly heavy lifting — but that’s pretty much done now.”
In a note to investors last week, Ehrlich wrote Warner’s strong franchises, including DC Comics, and its voluminous library make it “an extremely attractive potential acquisition target,” one that could fetch $30 a share. Her firm carries a “buy” rating on the stock.
Warner Bros. Discovery Chief Executive David Zaslav and AT&T Chief Executive John Stankey shake hands on May 17, 2021, in New York City.
(Preston Bradford / Discovery)
Last summer, Zaslav announced plans to split the company in two halves.
Zaslav would run Warner Bros., which would consist of the Burbank studios, HBO and the HBO Max streaming service. Longtime lieutenant Gunnar Wiedenfels would helm Discovery Global, made up of the firm’s international businesses and basic cable channels, which face an uncertain future in the streaming era.
Those who know Zaslav believe he’s working to stave off the Ellison takeover, in part, because he wants the chance to bring the company back to its glory, which would ultimately make it more valuable for its investors and prospective buyers.
For Warner management, that’s part of the rub. The Ellisons showed up just as the company was displaying signs of a turnaround, including a hot streak by Warner Bros. that includes “A Minecraft Movie,” Ryan Coogler’s “Sinners,” James Gunn’s “Superman,” Formula One adventure “F1: The Movie,” and horror flick “Weapons.”
Larry, from left, Megan and David Ellison attend the premiere of Paramount Pictures’ “Terminator Genisys” at Dolby Theatre on June 28, 2015.
(Lester Cohen / WireImage)
Ellison’s bidding was designed to thwart Warner’s planned corporate breakup.
For now, analysts said, Zaslav and the Warner board’s current strategy is solid because they have effectively driven up the stock price, which has doubled to $21 a share since the Ellison’s interest became known in mid-September.
“They are doing the right thing,” Hardart said. “In any sale, you try to beat the bushes and get as many people interested. But at some point the board is going to have to make a decision.”
Added one investor: “They’ve gotten Paramount-Skydance to bid against itself, and that only goes so far.”
Analysts expect Philadelphia giant Comcast, owner of NBCUniversal, and potentially Netflix, Apple or Amazon to take a look at the company’s studio, library and streaming assets.
But many see the Ellison’s Skydance as having the edge.
Paramount, in its recent letter to the Warner board, argued that it was the best and most logical buyer.
“What Skydance offers WBD, in many ways, is what it offered Paramount: The ability to be aggressive and push all aspects of the business in a way that most people or companies that have less capital just can’t do,” Miller said. “They are deploying real capital, and they are being the most aggressive folks in the industry right now.”
Warner Bros. Discovery on Monday unveiled the names of the proposed separate entities, post-breakup: Warner Bros. and Discovery Global.
When the corporate spin-off is complete some time next year, the venerable Burbank film and television studio properties, HBO, HBO Max streaming service and gaming properties will be part of a slimmed-down iteration called Warner Bros.
The cable networks, including TNT, CNN, HGTV and Animal Planet, and sports app Bleacher Report, will make up Discovery Global.
“We will proudly continue the more than century-long legacy of Warner Bros. through our commitment to bringing culture-defining stories, characters and entertainment to audiences around the world,” Warner Bros. Discovery Chief Executive David Zaslav said in a statement.
Zaslav, the longtime Discovery executive, is jumping to the Warner Bros. side, while his lieutenant, Chief Financial Officer Gunnar Wiedenfels, will lead Discovery Global.
The proposed corporate split is a recognition that the merger that created Warner Bros. Discovery three years ago was a misfire that eroded the value of some of the industry’s most premium brands. Zaslav championed the merger as a way to roll up several companies into one.
At the time, WarnerMedia — with its studios, HBO and Turner networks — was owned by AT&T, which was desperate to exit Hollywood after losing billions of dollars on acquisitions.
But Wall Street quickly soured on the consolidation that married nearly two dozen basic cable channels, including HGTV and Food Network, with the prestige properties of HBO and the Warner Bros. studios in Burbank.
AT&T’s sale to Discovery left Zaslav’s company struggling to tame more than $40 billion in debt. Investors also have a dim view of cable channels as the shift to streaming prompted a huge migration of viewers.
Senior executives joining Zaslav at Warner Bros. include: HBO Chairman Casey Bloys; Warner Bros. TV Group Chairman Channing Dungey; the film co-chairs Pam Abdy and Mike De Luca; DC Studios leaders James Gunn and Peter Safran, Streaming and Gaming Chief Executive JB Perrette; Chief Operating Officer Bruce Campbell and Chief Communications Officer Robert Gibbs.
Discovery Global will include CNN Chairman Mark Thompson; TNT Sports Chairman Luis Silberwasser; international operations head Gerhard Zeiler; U.S. Ad Sales President Ryan Gould; and Chief Development Officer Anil Jhingan.
“As we prepare for the launch of Discovery Global, our enthusiasm for the opportunities ahead only grows thanks to our leading portfolio of beloved brands and programming, our worldwide footprint for adults, kids, and families, and now the experienced and talented leadership team,” Wiedenfels said.
Warner Bros. has started a search for a CFO as well as a chief people officer. Wiedenfels plans to hire a top communications and public affairs officer.
Warner Bros. Discovery is in poor shape — so much so that Chief Executive David Zaslav has decided to unwind the 2022 merger he orchestrated by splitting the company in two.
But Zaslav himself is doing just fine, to the chagrin of shareholders.
In a rare searing rebuke, investors recently cast a symbolic vote disapproving of Zaslav’s 2024 compensation package, which rose 4% to $51.9 million compared with the year before.
The package, approved by the company’s board of directors, ensured that Zaslav remained one of the nation’s highest-paid corporate leaders. Proxy advisory firm Institutional Shareholder Services, known as ISS, described the company’s executive compensation packages as “an unmitigated pay-for-performance misalignment.”
The situation renewed scrutiny of the compensation levels for leaders of the top entertainment companies, which remain high compared with peers in other industries.
Although 2024 was a bad year for Hollywood, it was a very good year for some of the industry’s top executives, according to a survey of data by Equilar, which studies executive pay, for The Times.
The median compensation for those executives for 2024 was $33.9 million, up 7% from 2023, Equilar said. That’s about double the median compensation of CEOs at S&P 500 companies, which was $17.1 million last year.
The compensation data include stock options, base salaries, bonuses and other perks for CEOs from Netflix, Fox Corp., Roku, Lions Gate Entertainment Corp., AMC Networks, Comcast, Warner Bros. Discovery and the Walt Disney Co.
Paramount was excluded from the median data because of a change from one CEO to three in April 2024.
“The compensation packages remain somewhat out of whack based on the good old days where the margins were substantially higher,” said Evan Shapiro, a former NBCUniversal executive who now runs his own company. “The Hollywood era got used to very specific — some would argue irrational — pay packages and never readjusted itself when the business went haywire.”
Pay packages increased for Netflix co-CEOs Ted Sarandos and Greg Peters, reflecting the streaming giant’s strong performance. The value of Sarandos’ pay package went up 24% to $61.9 million, while Peters’ went up 50% to $60.3 million.
Other executives whose compensation increased included Bob Bakish, who was ousted as CEO of Paramount in April 2024. He had a package worth $86.96 million in 2024 (which included his roughly $69 million severance), up 178% from $31.3 million a year earlier.
Disney chief Bob Iger, who spent 2024 mounting a turnaround for the Burbank-based company, earned $41.1 million, up 30% from the previous year. During the year, Disney had renewed strength at the box office and achieved streaming profitability after years of losses.
Fox Corp.’s CEO Lachlan Murdoch’s total pay rose 9% to $23.8 million, while Roku CEO Anthony Wood got a bump of 37% to $27.7 million.
Others got a pay cut. Comcast CEO Brian Roberts’ 2024 compensation declined 5% to $33.9 million, primarily due to a lower cash bonus. AMC Networks CEO Kristin Dolan had a 40% drop to $8.7 million last year related to a $6.8-million equity award she received in 2023 tied to her promotion to CEO.
Lionsgate CEO Jon Feltheimer earned $18.2 million in the company’s fiscal 2024 year, down 15% compared with $21.5 million from fiscal 2023.
For 2024, the highest-paid chief executives among publicly traded media and entertainment companies compiled by Equilar for The Times were Bakish, Zaslav, Sarandos, Peters and Iger.
Most of the companies declined to comment or referred The Times to proxy statements filed with the U.S. Securities and Exchange Commission. Fox Corp. did not return a request for comment.
The increase in pay reflects a broader trend at publicly traded companies. Compensation is increasing as companies try to align pay with performance by handing out large stock awards, said Amit Batish, senior director of content for Equilar. Certain awards such as stock options typically benefit executives only if the stock goes up.
Some executives are also adding security perks after the killing of UnitedHealthcare CEO Brian Thompson last year, he said.
Several Hollywood executives had pay packages last year that were worth substantially more than the median, Equilar said. With so much change and disruption happening in the entertainment business and plenty of competition for skilled leadership, companies believe they need to pay up to hold on to executive talent.
“Especially in the entertainment industry that’s constantly evolving, with streaming services taking over, there’s constant fluctuations in the market, so companies are looking to find ways to keep their executives on board and motivated,” Batish said.
Sky-high executive compensation has resurfaced debate about a subject that has been simmering since even before the 2023 strikes led by writers and actors — the widening pay gap between executives and workers.
Many entertainment workers have left Southern California due to the lack of work, as more productions are moving out of the area due to increased costs. Disney, Warner Bros. Discovery, NBCUniversal and Paramount have continued to lay off employees. Some entertainment workers struggling to find jobs have adopted the saying “Persist to ’26,” replacing last year’s “Survive ‘til ’25.”
“Any survey of executive pay, generally there’s a disconnect between what people see in their own checking accounts and when they see what executives, particularly for top Fortune 500 companies, earned,” said David Smith, a professor of economics at the Pepperdine Graziadio Business School. “There’s often discontent with the chasm between the rank and file and CEOs.”
Zaslav became a symbol of that ire in 2021 when his compensation package was valued at $246.6 million, which included stock options tied to the merger. The value of his 2024 compensation was much lower at $51.9 million, but still higher than other executives such as Disney’s Iger.
Following the nonbinding shareholder “say on pay” vote, Warner Bros. Discovery pledged to address shareholder concerns. Those changes are expected to lower Zaslav’s future payouts. Similarly, Disney and Netflix in recent years have been hit with negative shareholder votes on the pay, leading to adjustments.
Zaslav’s target annual cash bonus opportunity will shrink from $22 million to $6 million after splitting Warner Bros. Discovery in two, separating studios and streaming services from linear cable networks, the company said. Zaslav’s base salary would remain $3 million.
“We structured the new compensation packages to address shareholders’ feedback by fostering pay-for-performance alignment,” Warner Bros. Discovery board chair Samuel A. Di Piazza Jr. said in a statement.
While Warner Bros. Discovery worked on retiring $4.4 billion in debt through cost-cutting and launched its streaming service Max (which is being rebranded back to HBO Max) in 70 markets last year, the company also had some fumbles, including losing the NBA on its TV networks.
“It appears the board may have been out-negotiated,” said Lloyd Greif, chief executive of Los Angeles investment bank Greif & Co. “They created incentives that did not directly translate into a higher stock price, or higher revenue and EBITDA growth” — referring to earnings before interest, taxes, depreciation and amortization. “So,” he added, “you have to look at the results and say, the board blew the call.”
The company’s compensation committee said it took into account Zaslav’s performance across different goals including revenue, cash flow, enhancing the motion picture slate, cost controls, launching Max globally and securing talent.
Warner Bros. Discovery’s revenue in 2024 fell 5% to $39.3 billion, compared with 2023. Adjusted earnings excluding certain items fell 11% during that same time period. The stock price declined about 7% in 2024.
“It just sends a very bad message to your teams,” said Paul Verna, vice president of content at research firm Emarketer, adding that leaders should inspire their teams amid challenges facing the industry. “It’s very hard to do that when you’re firing thousands of people but not really absorbing any pain yourself in your own compensation.”
The committee saw the loss of the NBA U.S. TV rights as a positive, saying it resulted in a “more efficient long-term relationship with the league,” according to the company’s proxy filing.
When the compensation committee evaluated those figures, it took out costs related to a joint venture called Venu Sports that was meant to launch in 2024 but was scrapped, as well as new sports rights programming and packages.
That irked some groups, including ISS, though some executive compensation experts said it is not uncommon for companies to factor out some costs deemed to be out of the executive’s control.
The reverberations of the shareholder vote continue.
It could cause the board to put pressure on the compensation committee to improve its performance or activist shareholders to target the company for a proxy contest, Lawrence Cunningham, director of the University of Delaware’s Weinberg Center for Corporate Governance, wrote in an email to The Times.
“Shareholder votes on pay, even when non-binding, send a signal that can be important,” Cunningham wrote. “A 60% no vote is huge.”
