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DEBT | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
DEBT | DEBT The table below presents the components of outstanding debt (in millions).
|  |  |  | December 31,
|  | Weighted-Average Interest Rate as of 12/31/2024 |  | 2024 |  | 2023
Floating rate senior notes with maturities of 5 years or less |  | — | % |  | $ | — |  |  | $ | 40 |
Senior notes with maturities of 5 years or less |  | 4.11 | % |  | 13,744 |  |  | 13,664 |
Senior notes with maturities between 5 and 10 years |  | 4.37 | % |  | 7,853 |  |  | 8,607 |
Senior notes with maturities greater than 10 years |  | 5.20 | % |  | 17,930 |  |  | 21,644 |
Total debt |  |  |  | 39,527 |  |  | 43,955 |
Unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting, net |  |  |  | (22) |  |  | (286) |
Debt, net of unamortized discount, premium, debt issuance costs, and fair value adjustments for acquisition accounting |  |  |  | 39,505 |  |  | 43,669 |
Current portion of debt |  |  |  | (2,748) |  |  | (1,780) |
Noncurrent portion of debt |  |  |  | $ | 36,757 |  |  | $ | 41,889 |
During the year ended December 31, 2024, the Company commenced a tender offer to purchase for cash up to $2.61 billion in aggregate purchase price (excluding accrued and unpaid interest) of (i) DCL’s outstanding 3.900% Senior Notes due 2024, 4.000% Senior Notes due 2055, 4.650% Senior Notes due 2050, 4.950% Senior Notes due 2042, 4.875% Senior Notes due 2043, 5.200% Senior Notes due 2047, and 5.300% Senior Notes due 2049; (ii) Scripps Networks Interactive, Inc.’s (“Scripps Networks”) outstanding 3.900% Senior Notes due 2024; (iii) the legacy WarnerMedia Business’s outstanding 4.650% Senior Notes due 2044, 4.850% Senior Notes due 2045, 4.900% Senior Notes due 2042, and 5.350% Senior Notes due 2043; and (iv) WMH’s outstanding 5.050% Senior Notes due 2042, which was funded using the aggregate net proceeds from debt financing transactions together with available cash on hand and other available sources of liquidity. The Company completed the tender offer in June 2024 by purchasing senior notes in the aggregate principal amount of $3,399 million validly tendered and accepted for purchase pursuant to the offer and recorded a gain on extinguishment of $542 million. During the year ended December 31, 2024, the Company also repaid in full at maturity $296 million of aggregate principal amount outstanding of its senior notes due November 2024; £400 million ($529 million equivalent at repayment) of aggregate principal amount outstanding of its senior notes due September 2024; $48 million of aggregate principal amount outstanding of its senior notes due June 2024; $726 million of aggregate principal amount outstanding of its senior notes due February and March 2024; and completed open market repurchases for $965 million of aggregate principal amount outstanding of its senior notes. During the year ended December 31, 2024, the Company issued €650 million of 4.302% fixed rate senior notes due January 2030 and €850 million of 4.693% fixed rate senior notes due May 2033, the proceeds of which were used to fund the aforementioned tender offer. After December 2029 and February 2033, respectively, the senior notes are redeemable at par plus accrued and unpaid interest. During the year ended December 31, 2023, the Company’s wholly-owned subsidiaries, Warner Media, LLC (“WML”), Historic TW Inc. (“TWI”), DCL, and WMH, commenced cash tender offers to purchase for cash any and all of (i) WML’s outstanding 4.050% Senior Notes due 2023 and 3.550% Senior Notes due 2024; (ii) TWI’s outstanding 7.570% Senior Notes due 2024; (iii) DCL’s outstanding 3.800% Senior Notes due 2024; and (iv) WMH’s outstanding 3.528% Senior Notes due 2024 and 3.428% Senior Notes due 2024. The Company completed the tender offers in August 2023 by purchasing senior notes in the amount of $1.9 billion validly tendered and accepted for purchase pursuant to the offers. During the year ended December 31, 2023, the Company also commenced a tender offer to purchase for cash any and all of its outstanding Floating Rate Notes due in 2024. The Company completed the tender offer in June 2023 by purchasing Floating Rate Notes in the amount of $460 million validly tendered and accepted for purchase pursuant to the offer. During the year ended December 31, 2023, the Company also repaid $4.0 billion of aggregate principal amount outstanding of its term loan prior to the due date of April 2025; repaid in full at maturity $42 million of aggregate principal amount outstanding of its senior notes due December 2023, $178 million of aggregate principal amount outstanding of its senior notes due September 2023, and $106 million of aggregate principal amount outstanding of its senior notes due February 2023; and completed open market repurchases for $183 million of aggregate principal amount outstanding of its senior notes. During the year ended December 31, 2023, the Company issued $1.5 billion of 6.412% fixed rate senior notes due March 2026. After March 2024, the senior notes are redeemable at par plus accrued and unpaid interest. As of December 31, 2024, all senior notes are fully and unconditionally guaranteed by the Company, Scripps Networks, DCL (to the extent it is not the primary obligor on such senior notes), and WMH (to the extent it is not the primary obligor on such senior notes), except for $1,043 million of senior notes of the legacy WarnerMedia Business assumed by the Company in connection with the Merger and $11 million of un-exchanged senior notes issued by Scripps Networks. Revolving Credit Facility and Commercial Paper Programs In October 2024, DCL and certain subsidiaries of the Company, as borrowers, entered into a multicurrency revolving credit agreement (the “Credit Agreement”), replacing the existing $6.0 billion multicurrency revolving credit agreement dated June 9, 2021 (as amended). The Credit Agreement provides for a senior revolving credit facility (the “Credit Facility”) with aggregate commitments of $6.0 billion and includes a $150 million sublimit for the issuance of standby letters of credit. DCL may also request additional commitments up to $1.0 billion from the lenders upon satisfaction of certain conditions. The obligations of the borrowers under the Credit Agreement are unsecured and are guaranteed by the Company, Scripps Networks, and WMH. 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. Additionally, the Company's commercial paper program is supported by the Credit Facility. Under the commercial paper program, the Company may issue up to $1.0 billion. Borrowing capacity under the Credit Facility is effectively reduced by any outstanding borrowings under the commercial paper program. As of December 31, 2024 and 2023, the Company had no outstanding borrowings under the Credit Facility or the commercial paper program. The Credit Agreement contains customary representations and warranties as well as affirmative and negative covenants, and also 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 December 31, 2024, the Company was in compliance with all applicable covenants and there were no events of default under the Credit Agreement. Long-term Debt Repayment Schedule The following table presents a summary of scheduled debt and estimated interest payments, excluding the revolving credit facility and commercial paper borrowings, for the next five years based on the amount of the Company’s debt outstanding as of December 31, 2024 (in millions).
|  | 2025 |  | 2026 |  | 2027 |  | 2028 |  | 2029 |  | Thereafter
Long-term debt repayments |  | $ | 2,749 |  |  | $ | 2,239 |  |  | $ | 4,677 |  |  | $ | 1,767 |  |  | $ | 2,312 |  |  | $ | 25,783 |
Interest payments |  | $ | 1,792 |  |  | $ | 1,674 |  |  | $ | 1,532 |  |  | $ | 1,408 |  |  | $ | 1,324 |  |  | $ | 19,606 |

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