Slide 1: A Next-Generation Global Media & Entertainment Company
A NEXT-GENERATION GLOBAL MEDIA & ENTERTAINMENT COMPANY
Slide 2: 200+ Combined Years of Storytelling
200+ COMBINED YEARS OF STORYTELLING A NEXT-GENERATION GLOBAL MEDIA & ENTERTAINMENT COMPANY 2
Slide 3: Uniting Two World-Class Teams as the Foundation for the Future
UNITING TWO WORLD-CLASS TEAMS AS THE FOUNDATION FOR THE FUTURE HOLLYWOOD CHAMPION GLOBAL STREAMING COMPETITOR ROBUST LINEAR PORTFOLIO Expanding the Creative Engines at the Establishing a Premier Direct-to-Consumer Diverse Package of Networks Serving Core of Paramount and WBD Platform to Increase Com
Slide 4: World-Class Creative Engine
WORLD-CLASS CREATIVE ENGINE Bringing together iconic franchises and IP to tell more great stories for our global audience. FUELING OUR STORIED GROWING OUR PREMIER CHAMPIONING OUR ICONIC FRANCHISES, FILM STUDIOS CREATIVE TV STUDIOS IP LIBRARY, & SPORTS PORTFOLIO 30+ THEATRICAL PROJECTS ANNUALLY 4 Hig
Slide 5: A Global Streaming Competitor
A GLOBAL STREAMING COMPETITOR Delivering more stories to more consumers around the world as we develop the streaming platform of the future. Expanding Our Global Audience 200M+ Combined Global DTC Subscribers 1 100+ Combined Countries & Territories FAN-FAVORITE TV SERIES PREMIUM SPORTS ESSENTIAL NEW
Slide 6: Robust and Profitable Linear Portfolio
ROBUST AND PROFITABLE LINEAR PORTFOLIO SPORTS UNSCRIPTED NEWS KIDS LIFESTYLE EDUCATION FILM Linear Portfolio Anchored by Diversified Broadcast and Cable Assets GLOBAL BRANDS LOCAL BRANDS Engaging Audiences Globally UNIFIED ASSETS CREATE A MORE DURABLE LINEAR PORTFOLIO TO ENABLE REINVESTMENT IN GROWT
Slide 7: Expanding Consumer Choice and Empowering Creative Talent Worldwide
EXPANDING CONSUMER CHOICE AND EMPOWERING CREATIVE TALENT WORLDWIDE PRO CONSUMER PRO CREATIVE TALENT PRO COMPETITION More great stories delivered to more A commitment to invest in A stronger global competitor for the consumers around the world more incredible stories future of entertainment 7
Slide 8: Transaction Overview
TRANSACTION OVERVIEW Paramount Skydance is acquiring Warner Bros. Discovery, Inc. for $31.00 per share in cash, with all -cash funding fully backstopped by the Ellison Family Trust and RedBird Capital Partners. TRANSACTION VALUATION TRANSACTION FUNDING ▪ PSKY acquires 100% of Warner Bros. ▪ $47B new
Slide 9: Equity Investment Priced at $16.02 per PSKY Share
EQUITY INVESTMENT PRICED AT $16.02 PER PSKY SHARE ▪ Transaction funding includes $47B in equity commitments from the Ellison Family and RedBird ▪ New PSKY Class B shares to be issued based on a price of $16.02 per share ─ Price determined by a Special Committee of the Board of Directors of Paramount
Slide 10: PSKY + WBD Transformation
PSKY + WBD TRANSFORMATION We expect to realize $6B+ in run -rate synergies within three years post -close guided by the PSKY transformation plan, including: 01 Consolidating Streaming Technology Stacks 02 Global Business Services & Procurement Efficiencies 03 Rationalizing Real Estate Footprint and
Slide 11: Transaction Valuation & Pro Forma Leverage
TRANSACTION VALUATION & PRO FORMA LEVERAGE PSKY’s acquisition of WBD at $31.00 per share represents a 7.5x multiple of synergized 2026 Adj. EBITDA. The combined company’s debt capitalization would represent a 4.3x multiple of synergized 2026 Adj. EBITDA. WBD VALUATION (TEV / 2026E Adj. EBITDA) PRO F
Slide 12: Purchase Consideration and Sources & Uses
PURCHASE CONSIDERATION AND SOURCES & USES WBD PURCHASE PRICE ($B) TRANSACTION SOURCES & USES ($B) SOURCES OF CAPITAL WBD Purchase Price per Share $31.00 Equity Investment from Ellison Family and RedBird $47.0 (x) WBD Fully Diluted Shares Outstanding (in B) 2.6 New PSKY Bridge Commitment (New Transac
Slide 13: Pro Forma Financials
PRO FORMA FINANCIALS A unified company with a foundation for long -term growth and healthy cash generation. $69B 2026E Pro Forma Revenue $18B 2026E Pro Forma Adj. EBITDA Incl. $6B Synergies 13
Slide 14: Medium-Term Financial Targets
MEDIUM-TERM FINANCIAL TARGETS We expect the majority of revenue and profits to be driven by studios and streaming by 2030. Mid-single-digit % Mid-20% ~50% Total Revenue CAGR Adj. EBITDA Margin FCF Conversion 2030E 2030E 2026E – 2030E 14
Slide 15: Two Iconic Companies
TWO ICONIC COMPANIES WORLD-CLASS STUDIOS, COMPLEMENTARY STREAMING PLATFORMS, EXTRAORDINARY TALENT SERVING GLOBAL AUDIENCES, PARTNERS, AND SHAREHOLDERS Highly Preliminary & Confidential; Subject to Material Revision 15 1515 Highly PreliminarySubject & Confidential; SubjectReview to Attorney to Materi
Slide 16: Q&A
Q&A
Slide 17: Thank You
THANK YOU
Slide 18: Warner Bros. Discovery Attributions
WARNER BROS. DISCOVERY ATTRIBUTIONS HBO Original | Game of Thrones Discovery | Dog Detectives WB | Wonka Adult Swim | Rick and Morty DC Studios | Aquaman TCM | Roman Holiday WB | Harry Potter and the Deathly Hallows Part 2 Discovery | Shark Week Max Original | The Pitt HBO Original | Heated Rivalry
Slide 19: Disclaimer
DISCLAIMER This presentation contains “forward-looking statements” regarding the potential acquisition of Warner Bros. Discovery. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions pr
Slide 20: Disclaimer (Cont'd)
DISCLAIMER (CONT’D) This presentation may be deemed to be solicitation material in respect of the proposed acquisition of Warner Bros. Discovery by Paramount. In connection with the proposed transaction, Warner Bros. Discovery intends to file relevant materials with the SE C, including Warner Bros.