
Electronic Arts Reports Q4 and FY25 Results
REDWOOD CITY, Calif.--(BUSINESS WIRE)--Electronic Arts Inc. (NASDAQ: EA) today announced preliminary financial results for its fourth quarter and fiscal year ended March 31, 2025.
'The incredible success of College Football and the enduring strength of FC drove another record year for EA SPORTS, while The Sims capped FY25 with a historic Q4,' said Andrew Wilson, CEO of Electronic Arts. 'As we look to the future, we're confident in our ability to execute across a deep pipeline — beginning this summer with the highly anticipated reveal of Battlefield, a pivotal step in delivering on our next generation of blockbuster entertainment.'
'Q4 marked a strong finish to FY25, with broad-based momentum across the portfolio positioning the business for accelerated growth,' said Stuart Canfield, CFO of Electronic Arts. 'As we enter FY26, we remain focused on disciplined execution as we build toward a slate of groundbreaking upcoming releases.'
Selected Operating Highlights and Metrics
Net bookings 1 for FY25 totaled $7.355 billion.
The EA SPORTS portfolio delivered another record net bookings year in FY25.
EA's American Football franchise exceeded expectations and reached over $1 billion in net bookings in FY25.
Celebrating its 25th birthday, The Sims franchise continues its strong momentum with double digit growth in the quarter.
In EA SPORTS FC, player monetization was up double digits, starting with the mid-January gameplay update.
Split Fiction has sold nearly 4 million units since its hugely successful launch in March.
Selected Financial Highlights and Metrics
Net revenue for FY25 was $7.463 billion.
Net cash provided by operating activities was $549 million for the quarter and $2.079 billion for the fiscal year.
EA repurchased 9.8 million shares for $1.375 billion during the quarter, bringing the total for the fiscal year to 17.6 million shares for $2.500 billion.
Dividend
EA has declared a quarterly cash dividend of $0.19 per share of the Company's common stock. The dividend is payable on June 18, 2025 to stockholders of record as of the close of business on May 28, 2025.
Business Outlook as of May 6, 2025
Fiscal Year 2026 Expectations
Operational outlook metrics:
Fiscal year 2026 net bookings is expected to be approximately $7.600 billion to $8.000 billion.
Year-over-year net bookings growth in fiscal year 2026 is expected to be driven by the EA SPORTS portfolio, The Sims, and the launches of Battlefield and skate., partially offset by approximately 5 points of weakness in catalog and Apex Legends.
The Company expects continued growth in live services, as well as the launch of new non-annual titles in fiscal year 2027.
Financial outlook metrics:
Net revenue is expected to be approximately $7.100 billion to $7.500 billion.
Change in deferred net revenue (online-enabled games) is expected to be approximately $500 million.
GAAP operating expenses are expected to be approximately $4.470 billion to $4.570 billion.
Year-over-year increases in expenses are largely attributable to costs related to Battlefield marketing.
Net income is expected to be approximately $795 million to $974 million.
Diluted earnings per share is expected to be approximately $3.09 to $3.79.
Operating cash flow is expected to be approximately $2.200 billion to $2.400 billion.
The Company estimates a share count of 257 million for purposes of calculating diluted earnings per share.
The Company intends to return at least 80% of free cash flow with stock repurchases and dividends through fiscal year 2027.
The Company reiterates its financial margin framework through fiscal year 2027 shared at its September 2024 Investor Day.
Q1 Fiscal Year 2026 Expectations – Ending June 30, 2025
Operational outlook metric:
Net bookings is expected to be approximately $1.175 billion to $1.275 billion.
Live services growth, excluding Apex Legends, is expected to be up low-single-digits year-over-year led by the EA SPORTS portfolio, offset by approximately 5 points of headwind from Apex Legends and 2 points of headwind from catalog.
Financial outlook metrics:
Net revenue is expected to be approximately $1.550 billion to $1.650 billion.
Change in deferred net revenue (online-enabled games) is expected to be approximately ($375) million.
GAAP operating expenses are expected to be approximately $1.110 billion to $1.120 billion.
Expenses in Q1 are impacted by continued investments in line with Q4 FY25, as well as costs associated with resource reprioritization.
Net income is expected to be approximately $125 million to $169 million.
Diluted earnings per share is expected to be approximately $0.49 to $0.66.
The Company estimates a share count of 255 million for purposes of calculating diluted earnings per share.
Fiscal Year Financial Highlights
Twelve Months Ended
M arch 31,
2025
2024
(in $ millions, except per share amounts)
Full game
2,002
2,015
Live services and other
5,461
5,547
Total net revenue
7,463
7,562
Net income
1,121
1,273
Diluted earnings per share
4.25
4.68
Operating cash flow
2,079
2,315
Value of shares repurchased
2,500
1,300
Number of shares repurchased
17.6
10.0
Cash dividend paid
199
205
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Conference Call and Supporting Documents
Electronic Arts will host a conference call on May 6, 2025 at 2:00 pm PT (5:00 pm ET) to review its results for the fourth fiscal quarter and fiscal year ended March 31, 2025 and its outlook for the future. During the course of the call, Electronic Arts may disclose material developments affecting its business and/or financial performance. Listeners may access the conference call live through the following dial-in number (855) 761-5600 (domestic) or (646) 307-1097 (international), using the conference code 5939891 or via webcast at EA's IR Website at http://ir.ea.com.
EA has posted a slide presentation with a financial model of EA's historical results and guidance on EA's IR Website. EA will also post the prepared remarks and a transcript from the conference call on EA's IR Website.
A dial-in replay of the conference call will be available until May 13, 2025 at (800) 770-2030 (domestic) or (609) 800-9099 (international) using conference code 5939891. An audio webcast replay of the conference call will be available for one year on EA's IR Website.
Forward-Looking Statements
Some statements set forth in this release, including the information relating to EA's expectations under the heading 'Business Outlook as of May 6, 2025' and other information regarding EA's expectations contain forward-looking statements that are subject to change. Statements including words such as 'anticipate,' 'believe,' 'expect,' 'intend,' 'estimate,' 'plan,' 'predict,' 'seek,' 'goal,' 'will,' 'may,' 'likely,' 'should,' 'could' (and the negative of any of these terms), 'future' and similar expressions also identify forward-looking statements. These forward-looking statements are not guarantees of future performance and reflect management's current expectations. Our actual results could differ materially from those discussed in the forward-looking statements.
Some of the factors which could cause the Company's results to differ materially from its expectations include the following: sales of the Company's products and services; the Company's ability to develop and support digital products and services, including managing online security and privacy; outages of our products, services and technological infrastructure; the Company's ability to manage expenses; the competition in the interactive entertainment industry; governmental regulations; the effectiveness of the Company's sales and marketing programs; timely development and release of the Company's products and services; the Company's ability to realize the anticipated benefits of, and integrate, acquisitions; the consumer demand for, and the availability of an adequate supply of console hardware units; the Company's ability to predict consumer preferences and trends; the Company's ability to develop and implement new technology; foreign currency exchange rate fluctuations; economic and geopolitical conditions; changes in our tax rates or tax laws; and other factors described in Part II, Item 1A of Electronic Arts' latest Quarterly Report on Form 10-Q under the heading 'Risk Factors', as well as in other documents we have filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.
These forward-looking statements are current as of May 6, 2025. Electronic Arts assumes no obligation to revise or update any forward-looking statement, except as required by law. In addition, the preliminary financial results set forth in this release are estimates based on information currently available to Electronic Arts.
While Electronic Arts believes these estimates are meaningful, they could differ from the actual amounts that Electronic Arts ultimately reports in its Annual Report on Form 10-K for the fiscal year ended March 31, 2025. Electronic Arts assumes no obligation and does not intend to update these estimates prior to filing its Form 10-K for the fiscal year ended March 31, 2025.
About Electronic Arts
Electronic Arts (NASDAQ: EA) is a global leader in digital interactive entertainment. The Company develops and delivers games, content and online services for Internet-connected consoles, mobile devices and personal computers.
In fiscal year 2025, EA posted GAAP net revenue of approximately $7.5 billion. Headquartered in Redwood City, California, EA is recognized for a portfolio of critically acclaimed, high-quality brands such as EA SPORTS FC™, Battlefield™, Apex Legends™, The Sims™, EA SPORTS™ Madden NFL, EA SPORTS™ College Football, Need for Speed™, Dragon Age™, Titanfall™, Plants vs. Zombies™ and EA SPORTS F1®. More information about EA is available at www.ea.com/news.
EA, EA SPORTS, EA SPORTS FC, Battlefield, Need for Speed, Apex Legends, The Sims, Dragon Age, Titanfall, and Plants vs. Zombies are trademarks of Electronic Arts Inc. John Madden, NFL, and F1 are the property of their respective owners and used with permission.
Results (in $ millions, except per share data)
The following table reports the variance of the actuals versus our guidance provided on February 4, 2025 for the three months ended March 31, 2025 plus a comparison to the actuals for the three months ended March 31, 2024.
Three Months Ended March 31,
Variance
Net revenue
Net revenue
1,757
138
1,895
1,779
GAAP-based financial data
Change in deferred net revenue (online-enabled games) 1
(238
)
142
(96
)
(113
)
Cost of revenue
Cost of revenue
310
58
368
357
GAAP-based financial data
Acquisition-related expenses
(10
)
—
(10
)
(29
)
Stock-based compensation
(4
)
1
(3
)
(2
)
Operating expenses
Operating expenses
1,117
15
1,132
1,188
GAAP-based financial data
Acquisition-related expenses
(20
)
3
(17
)
(72
)
Restructuring and related charges
(7
)
3
(4
)
(61
)
Stock-based compensation
(161
)
2
(159
)
(146
)
Income before tax
Income before tax
351
56
407
260
GAAP-based financial data
Acquisition-related expenses
30
(3
)
27
101
Change in deferred net revenue (online-enabled games) 1
(238
)
142
(96
)
(113
)
Restructuring and related charges
7
(3
)
4
61
Stock-based compensation
165
(3
)
162
148
Tax rate used for management reporting
19
%
19
%
19
%
Earnings per share
Basic
0.83
0.16
0.99
0.68
Diluted
0.82
0.16
0.98
0.67
Number of shares used in computation
Basic
262
(5
)
257
267
Diluted
264
(5
)
259
270
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1 The change in deferred net revenue (online-enabled games) in the unaudited condensed consolidated statements of cash flows does not necessarily equal the change in deferred net revenue (online-enabled games) in the unaudited condensed consolidated statements of operations primarily due to the impact of unrecognized gains/losses on cash flow hedges.
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ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(in $ millions)
March 31, 2025
March 31, 2024 2
ASSETS
Current assets:
Cash and cash equivalents
2,136
2,900
Short-term investments
112
362
Receivables, net
679
565
Other current assets
349
420
Total current assets
3,276
4,247
Property and equipment, net
586
578
Goodwill
5,376
5,379
Acquisition-related intangibles, net
293
400
Deferred income taxes, net
2,420
2,380
Other assets
417
436
TOTAL ASSETS
12,368
13,420
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued, and other current liabilities
1,359
1,276
Deferred net revenue (online-enabled games)
1,700
1,814
Senior notes, current, net
400
—
Total current liabilities
3,459
3,090
Senior notes, net
1,484
1,882
Income tax obligations
594
497
Other liabilities
445
438
Total liabilities
5,982
5,907
Stockholders' equity:
Common stock
3
3
Retained earnings
6,470
7,582
Accumulated other comprehensive loss
(87
)
(72
)
Total stockholders' equity
6,386
7,513
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
12,368
13,420
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2 Derived from audited consolidated financial statements.
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ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
(in $ millions)
Three Months Ended
March 31,
Twelve Months Ended
March 31,
2025
2024
2025
2024
OPERATING ACTIVITIES
Net income
254
182
1,121
1,273
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, accretion and impairment
79
149
356
404
Stock-based compensation
162
148
642
584
Change in assets and liabilities
Receivables, net
64
303
(115
)
119
Other assets
19
(38
)
40
148
Accounts payable, accrued, and other liabilities
29
(53
)
190
(208
)
Deferred income taxes, net
48
(6
)
(41
)
82
Deferred net revenue (online-enabled games)
(106
)
(105
)
(114
)
(87
)
Net cash provided by operating activities
549
580
2,079
2,315
INVESTING ACTIVITIES
Capital expenditures
(54
)
(51
)
(221
)
(199
)
Proceeds from maturities and sales of short-term investments
329
182
695
632
Purchase of short-term investments
(61
)
(180
)
(437
)
(640
)
Net cash provided by (used in) investing activities
214
(49
)
37
(207
)
FINANCING ACTIVITIES
Proceeds from issuance of common stock
35
34
78
77
Cash dividends paid
(48
)
(51
)
(199
)
(205
)
Cash paid to taxing authorities for shares withheld from employees
(23
)
(18
)
(234
)
(196
)
Common stock repurchases and excise taxes paid
(1,375
)
(325
)
(2,508
)
(1,300
)
Net cash used in financing activities
(1,411
)
(360
)
(2,863
)
(1,624
)
Effect of foreign exchange on cash and cash equivalents
8
(13
)
(17
)
(8
)
Change in cash and cash equivalents
(640
)
158
(764
)
476
Beginning cash and cash equivalents
2,776
2,742
2,900
2,424
Ending cash and cash equivalents
2,136
2,900
2,136
2,900
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ELECTRONIC ARTS INC. AND SUBSIDIARIES
(in $ millions, except per share data)
Net revenue
Net revenue
1,779
1,660
2,025
1,883
1,895
7
%
GAAP-based financial data
Change in deferred net revenue (online-enabled games) 1
(113
)
(398
)
54
332
(96
)
Gross profit
Gross profit
1,422
1,397
1,569
1,427
1,527
7
%
Gross profit (as a % of net revenue)
80
%
84
%
78
%
76
%
81
%
GAAP-based financial data
Acquisition-related expenses
29
10
10
10
10
Change in deferred net revenue (online-enabled games) 1
(113
)
(398
)
54
332
(96
)
Stock-based compensation
2
4
4
3
3
Operating income
Operating income
234
364
384
377
395
69
%
Operating income (as a % of net revenue)
13
%
22
%
19
%
20
%
21
%
GAAP-based financial data
Acquisition-related expenses
101
27
27
26
27
Change in deferred net revenue (online-enabled games) 1
(113
)
(398
)
54
332
(96
)
Restructuring and related charges
61
6
52
—
4
Stock-based compensation
148
143
174
163
162
Net income
Net income
182
280
294
293
254
40
%
Net income (as a % of net revenue)
10
%
17
%
15
%
16
%
13
%
GAAP-based financial data
Acquisition-related expenses
101
27
27
26
27
Change in deferred net revenue (online-enabled games) 1
(113
)
(398
)
54
332
(96
)
Restructuring and related charges
61
6
52
—
4
Stock-based compensation
148
143
174
163
162
Tax rate used for management reporting
19
%
19
%
19
%
19
%
19
%
Diluted earnings per share
0.67
1.04
1.11
1.11
0.98
46
%
Number of shares used in computation
Basic
267
266
264
262
257
Diluted
270
268
266
265
259
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1 The change in deferred net revenue (online-enabled games) in the unaudited condensed consolidated statements of cash flows does not necessarily equal the change in deferred net revenue (online-enabled games) in the unaudited condensed consolidated statements of operations primarily due to the impact of unrecognized gains/losses on cash flow hedges.
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ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Supplemental Financial Information and Business Metrics
(in $ millions)
QUARTERLY NET REVENUE PRESENTATIONS
Net revenue by composition
Full game downloads
265
190
475
446
367
38
%
Packaged goods
68
60
241
153
70
3
%
Full game
333
250
716
599
437
31
%
Live services and other
1,446
1,410
1,309
1,284
1,458
1
%
Total net revenue
1,779
1,660
2,025
1,883
1,895
7
%
Full game
19
%
15
%
35
%
32
%
23
%
Live services and other
81
%
85
%
65
%
68
%
77
%
Total net revenue %
100
%
100
%
100
%
100
%
100
%
GAAP-based financial data
Full game downloads
(37
)
(47
)
70
25
(27
)
Packaged goods
(37
)
(35
)
46
9
(26
)
Full game
(74
)
(82
)
116
34
(53
)
Live services and other
(39
)
(316
)
(62
)
298
(43
)
Total change in deferred net revenue (online-enabled games) by composition 1
(113
)
(398
)
54
332
(96
)
Net revenue by platform
Console
1,049
1,005
1,374
1,215
1,182
13
%
PC & Other
423
365
364
392
426
1
%
Mobile
307
290
287
276
287
(7
%)
Total net revenue
1,779
1,660
2,025
1,883
1,895
7
%
GAAP-based financial data
Console
(94
)
(328
)
108
275
(86
)
PC & Other
(10
)
(70
)
(37
)
33
(11
)
Mobile
(9
)
—
(17
)
24
1
Total change in deferred net revenue (online-enabled games) by platform 1
(113
)
(398
)
54
332
(96
)
Expand
1 The change in deferred net revenue (online-enabled games) in the unaudited condensed consolidated statements of cash flows does not necessarily equal the change in deferred net revenue (online-enabled games) in the unaudited condensed consolidated statements of operations primarily due to the impact of unrecognized gains/losses on cash flow hedges.
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ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Supplemental Financial Information and Business Metrics
(in $ millions)
Q4
Q1
Q2
Q3
Q4
YOY %
FY24
FY25
FY25
FY25
FY25
Change
CASH FLOW DATA
Investing cash flow
(49
)
(69
)
(46
)
(62
)
214
Investing cash flow - TTM
(207
)
(232
)
(215
)
(226
)
37
118
%
Financing cash flow
(360
)
(546
)
(402
)
(504
)
(1,411
)
Financing cash flow - TTM
(1,624
)
(1,688
)
(1,739
)
(1,812
)
(2,863
)
(76
%)
Operating cash flow
580
120
234
1,176
549
Operating cash flow - TTM
2,315
2,076
2,198
2,110
2,079
(10
%)
Capital expenditures
51
67
50
50
54
Capital expenditures - TTM
199
221
220
218
221
11
%
Free cash flow 3
529
53
184
1,126
495
Free cash flow 3 - TTM
2,116
1,855
1,978
1,892
1,858
(12
%)
Common stock repurchases and excise taxes paid
325
375
375
383
1,375
323
%
Cash dividends paid
51
50
51
50
48
(6
%)
DEPRECIATION
Depreciation expense
50
51
51
51
51
2
%
BALANCE SHEET DATA
Cash and cash equivalents
2,900
2,400
2,197
2,776
2,136
Short-term investments
362
366
366
379
112
Cash and cash equivalents, and short-term investments
3,262
2,766
2,563
3,155
2,248
(31
%)
Receivables, net
565
433
1,012
742
679
20
%
STOCK-BASED COMPENSATION
Cost of revenue
2
4
4
3
3
Research and development
104
101
122
119
115
Marketing and sales
14
12
16
14
14
General and administrative
28
26
32
27
30
Total stock-based compensation
148
143
174
163
162
RESTRUCTURING AND RELATED CHARGES
Restructuring
59
2
51
1
3
Office space reductions
2
4
1
(1
)
1
Total restructuring and related charges
61
6
52
—
4
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3 Free cash flow is defined as Operating cash flow less Capital expenditures.
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ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
(in $ millions)
The following table provides a reconciliation of non-GAAP operating income and margin to their most directly comparable GAAP financial measure for the twelve months ended March 31, 2025 plus a comparison to the actuals for the twelve months ended March 31, 2024.
Twelve Months Ended
March 31,
2025
2024
YOY % Change
Net revenue
7,463
7,562
(1%)
GAAP operating income
1,520
1,518
—
Acquisition-related expenses
107
218
Restructuring and related charges
62
64
Stock-based compensation
642
584
Non-GAAP operating income
2,331
2,384
(2%)
GAAP operating margin
20.4%
20.1%
Non-GAAP operating margin
31.2%
31.5%
Impact from change in deferred net revenue (online-enabled games)
(100 bps)
(120 bps)
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ELECTRONIC ARTS INC. AND SUBSIDIARIES
Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
(in $ millions)
The following table provides a reconciliation of non-GAAP operating income and margin to their most directly comparable GAAP financial measure for the three months ended March 31, 2025 plus a comparison to the actuals for the three months ended March 31, 2024.
Three Months Ended
March 31,
2025
2024
YOY % Change
Net revenue
1,895
1,779
7%
GAAP operating income
395
234
69%
Acquisition-related expenses
27
101
Restructuring and related charges
4
61
Stock-based compensation
162
148
Non-GAAP operating income
588
544
8%
GAAP operating margin
20.8%
13.2%
Non-GAAP operating margin
31.0%
30.6%
Impact from change in deferred net revenue (online-enabled games)
(370 bps)
(470 bps)
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ELECTRONIC ARTS INC. AND SUBSIDIARIES
GAAP Guidance to Non-GAAP Guidance
(in $ millions)
The following table provides GAAP to Non-GAAP reconciliation of the Company's FY26 guidance.
Twelve Months Ending March 31, 2026
A
B
C
Net revenue
7,100
to
7,500
—
—
7,100
to
7,500
500
Cost of revenue
1,475
to
1,515
(40)
(15)
1,420
to
1,460
—
Operating expense
4,470
to
4,570
(70)
(650)
3,750
to
3,850
—
Operating margin
16.3%
to
18.9%
150 bps
910 bps
27.2%
to
29.2%
480 bps to 440 bps
Income before provision for income taxes
1,136
to
1,391
110
665
1,911
to
2,166
500
Net income 4
795
to
974
Number of shares used in computation:
Diluted
257
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4 The Company uses a tax rate of 19% internally to evaluate its operating performance and to forecast, plan and analyze future periods.
5 The mid-point of the range has been used for purposes of presenting reconciling items to operating margin.
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4 The Company uses a tax rate of 19% internally to evaluate its operating performance and to forecast, plan and analyze future periods.
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Non-GAAP Financial Measures
As a supplement to the Company's financial measures presented in accordance with U.S. Generally Accepted Accounting Principles ('GAAP'), the Company presents certain non-GAAP measures of financial performance, including non-GAAP operating margin and free cash flow. These non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, these non-GAAP measures have limitations in that they do not reflect all of the items associated with the Company's results of operations as determined in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting and differ from GAAP measures with the same names and may differ from non-GAAP financial measures with the same or similar names that are used by other companies.
The non-GAAP financial measures exclude acquisition-related expenses, stock-based compensation, restructuring and related charges, and capital expenditures, as applicable in any given reporting period and our outlook. The Company may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures. Management believes that these non-GAAP financial measures provide investors with additional useful information to better understand and evaluate the Company's operating results and future prospects because they exclude certain items that may not be indicative of the Company's core business, operating results, or future outlook. These non-GAAP financial measures, with further adjustments are used by management to understand ongoing financial and business performance.
The Company uses a tax rate of 19% internally to evaluate its operating performance and to forecast, plan, and analyze future periods. Accordingly, the Company applies the same tax rate to its management reporting financial results.
Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measure.
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Warner Bros. Discovery Announces Receipt of Requisite Consents for Proposed Amendments in Cash Tender Offer and Consent Solicitation
NEW YORK, June 16, 2025 /PRNewswire/ -- Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("Warner Bros. Discovery," "WBD," the "Company," "we," "our" or "us") today announced that the Requisite Consents have been received to adopt the Proposed Amendments pursuant to its previously-announced cash tender offers and consent solicitations. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase and Consent Solicitation Statement, dated June 9, 2025 (the "Offer to Purchase and Consent Solicitation Statement"). As of 5:00 p.m., New York City Time, on June 13, 2025 (the "Consent Expiration Time"), Tender Instructions and Consent Only Instructions representing the principal amount of Notes as described in the table below had been validly delivered and had not been validly withdrawn or revoked, as applicable. As a result, the Issuers have received the Requisite Consents for the adoption of certain proposed amendments to the Indentures governing the Notes (the "Proposed Amendments"). All Consents delivered (including any Consents deemed delivered through submission of Tender Instructions) and not validly revoked at or prior to the Consent Expiration Time have become irrevocable. Supplemental indentures relating to the Proposed Amendments to the applicable Indentures governing the Notes will be effective upon execution, but will only become operative upon the Settlement Date of the applicable Offer. To be eligible to receive Amended Notes in accordance with the terms of the Offer and Consent Solicitations, Holders should not withdraw their Tender & Consent Instructions. A Consent Only Instruction can only be withdrawn to re-submit as a Tender Instruction in accordance with the procedures of relevant Clearing System; and any such change in instruction will lead to a loss in eligibility for receipt of Amended Notes, if applicable. Notes which are subject to a Consent Only Instruction in Pool 6 have been blocked and will continue to be blocked in the relevant account in the relevant Clearing System to enable the delivery of Amended Notes to the applicable holders on the applicable Settlement Date. Tender Offers / Consent Solicitations Issuer Title of Security CUSIP No./ Common Code& ISIN AggregatePrincipalAmountOutstanding Aggregate Principal Amount of Notes with Consents Delivered(1) Percentage of Outstanding Notes with Consents Delivered(2) Consent Payment(3) Pool 1 Notes DCL 4.900% Senior Notes due 2026 25470DAL3 / US25470DAL38 $650,000,000 $516,541,000 79.47 % $2.50 1.90% Senior Notes due 2027 111729824 / XS1117298247 €600,000,000 €463,042,000 77.17 % €6.48 WMH 3.755% Senior Notes due 2027 55903VBA0 / US55903VBA08 55903VAG8 / US55903VAG86 U55632AD2 / USU55632AD24 $4,000,000,000 $3,780,983,000 94.52 % $5.29 Pool 2 Notes WMH 4.302% Senior Notes due 2030 282180553 / XS2821805533 €650,000,000 €581,609,000 89.48 % €33.21 4.693% Senior Notes due 2033 272162115 / XS2721621154 €850,000,000 €773,539,000 91.00 % Pool 3 Notes DCL 3.950% Senior Notes due 2028 25470DAR0 / US25470DAR08 $1,700,000,000 $1,554,607,000 91.45 % $21.87 4.000% Senior Notes due 2055 25470DBL2 / US25470DBL29 25470DBK4 / US25470DBK46 U25478AH8 / USU25478AH87 $404,843,000 $387,432,000 95.70 % $10.45 4.650% Senior Notes due 2050 25470DBH1 / US25470DBH17 $302,548,000 $293,267,000 96.93 % $10.32 5.200% Senior Notes due 2047 25470DAT6 / US25470DAT63 $604,594,000 $539,113,000 89.17 % $11.21 5.300% Senior Notes due 2049 25470DBG3 / US25470DBG34 $279,031,000 $264,963,000 94.96 % $10.53 4.875% Senior Notes due 2043 25470DAJ8 / US25470DAJ81 $219,974,000 $142,017,000 64.56 % N/A 4.95% Senior Notes due 2042 25470DAG4 / US25470DAG43 $225,508,000 $130,643,000 57.93 % 5.000% Senior Notes due 2037 25470DAS8 / US25470DAS80 $548,132,000 $454,862,000 82.98 % 6.350% Senior Notes due 2040 25470DAD1 / US25470DAD12 $664,475,000 $443,656,000 66.77 % Pool 4 Notes WMH 4.279% Senior Notes due 2032 55903VBC6 / US55903VBC63 55903VAL7 / US55903VAL71 U55632AF7 / USU55632AF71 $5,000,000,000 $4,649,260,000 92.99 % N/A 5.391% Senior Notes due 2062 55903VBF9 / US55903VBF94 55903VAS2 / US55903VAS25 U55632AJ9 / USU55632AJ93 $3,000,000,000 $2,947,115,000 98.24 % $10.18 5.141% Senior Notes due 2052 55903VBE2 / US55903VBE20 55903VAQ6 / US55903VAQ68 U55632AH3 / USU55632AH38 $7,000,000,000 $6,901,635,000 98.59 % $10.14 5.050% Senior Notes due 2042 55903VBD4 / US55903VBD47 55903VAN3 / US55903VAN38 U55632AG5 / USU55632AG54 $4,301,142,000 $4,122,557,000 95.85 % N/A Pool 5 Notes (Subject to Tender Offer and Consent Solicitation) (4) TWI 8.30% Discount Debentures due 2036 887315AZ2 / US887315AZ25 $155,992,000 $150,123,000(5) 96.24 % $20.00 6.85% Debentures due 2026 887315BB4 / US887315BB48 $16,557,000 $14,981,000(5) 90.48 % $20.00 Pool 6 Notes Consent Solicitation Only DCL 4.125% Senior Notes due 2029 25470DBF5 / US25470DBF50 $750,000,000 $662,268,000 88.30 % $22.08 3.625% Senior Notes due 2030 25470DBJ7 / US25470DBJ72 $1,000,000,000 $917,517,000 91.75 % WMH 4.054% Senior Notes due 2029 55903VBB8 / US55903VBB80 55903VAJ2 / US55903VAJ26 U55632AE0 / USU55632AE07 $1,500,000,000 $1,364,619,000 90.97 %(1) Represents the sum of (i) the aggregate principal amount of Notes for which Tender Instructions had been validly delivered (and for which Consents had been deemed to be validly delivered) and not been validly withdrawn as of the Consent Expiration Time and (ii) if applicable, the aggregate principal amount of Notes for which Consent Only Instructions had been validly delivered and not been validly revoked as of the Consent Expiration Time. (2) Represents the percentage of the aggregate principal amount of Notes for which Consents had been validly delivered and not been validly revoked as of the Consent Expiration Time. (3) Reflects the Consent Payment (rounded to the nearest cent) with respect to each $1,000 principal amount of Dollar Notes or €1,000 principal amount of Euro Notes. No separate Consent Payment is payable with respect tenders of DCL's 5.000% Senior Notes due 2037, DCL's 6.350% Senior Notes due 2040, DCL's 4.95% Senior Notes due 2042, DCL's 4.875% Senior Notes due 2043, WMH's 4.279% Senior Notes due 2032 or WMH's 5.050% Senior Notes due 2042. (4) Represents each series of TWI's Notes subject to the Consent Solicitations. The remaining series of TWI's Notes in Pool 5 have not been presented in this table, but such Notes can still be tendered in the applicable Offers pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement. (5) For the Notes subject to a Consent Solicitation in Pool 5, a Consent Payment is only payable with respect to Consent Only Instructions that had been validly delivered and not been validly revoked as of the Consent Expiration Time. As of the Consent Expiration Time, Consent Only Instructions had been validly delivered and not been validly revoked with respect to (i) $22,630,000 in aggregate principal amount of TWI's 8.30% Discount Debentures due 2036 and (ii) $15,000 in aggregate principal amount of TWI's 6.85% Debentures due 2026. Holders of Tendered Consent Fee Eligible Notes that validly tendered and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment. Additionally, Holders of the Notes that validly delivered and did not validly revoke Consent Only Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment. The Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement. Our obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn, and Consents validly delivered and not validly revoked, pursuant to an Offer is conditioned upon certain conditions as described in the Offer to Purchase and Consent Solicitation Statement, including a Financing Condition. Each Offer will expire at 5:00 p.m., New York City time, on July 9, 2025, unless extended by us in our sole discretion or earlier terminated (the "Expiration Time"). To be eligible to receive the applicable Total Consideration, which is inclusive of the Early Tender Premium, holders of Notes must validly tender their Notes and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on June 23, 2025, unless extended by us in our sole discretion or earlier terminated (the "Early Tender Deadline"). Holders who validly tender their Notes after the Early Tender Deadline and before the Expiration Time will be eligible to receive the applicable Tender Offer Consideration per $1,000 or €1,000, as applicable, of principal amount of Notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Premium. The Issuers intend to exercise their Early Settlement Right and (i) settle all Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase, and (ii) pay for Consents validly delivered and not validly revoked prior to the Consent Expiration Time, on June 30, 2025, subject to the satisfaction or waiver of the conditions (other than the Requisite Consent Condition) specified in the Offer to Purchase and Consent Solicitation Statement. Each Issuer will settle payments on the Final Settlement Date with respect to (i) tenders of any Notes validly tendered and not validly withdrawn prior to or at the Expiration Time that have not previously settled on the Early Settlement Date, if any, and which are accepted for purchase, and (ii) Consents validly delivered and not validly revoked prior to the Consent Expiration Time to the extent not previously settled on the Early Settlement Date, if any. The Final Settlement Date will be a date that is promptly after the Expiration Time and is currently expected to occur no earlier than the fourth business day following the Expiration Time. The complete terms and conditions of the Offers and Consent Solicitations are set forth in the Offer to Purchase and Consent Solicitation Statement, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Offers and Consent Solicitations. The Issuers have retained J.P. Morgan Securities LLC and J.P. Morgan Securities plc to act as the Lead Dealer Managers (the "Lead Dealer Managers"), and Evercore Group L.L.C. to act as Co-Dealer Manager (together with the Lead Dealer Managers, the "Dealer Managers") in connection with the Offers and Consent Solicitations. Kirkland & Ellis LLP is serving as legal counsel to the Issuers and Simpson Thacher & Bartlett LLP is serving as legal counsel to the Dealer Managers. Copies of the Offer to Purchase and Consent Solicitation Statement may be obtained from D.F. King (the "Tender and Information Agent"), by phone at +1 (212) 931-0845 (banks and brokers) or +1 (800) 848-3410 (all others), by WBD@ or at Questions regarding the Offers may also be directed to the Lead Dealer Managers as set forth below: Lead Dealer Managers: J.P. Morgan Securities LLC As Sole Lead Dealer Manager for the Dollar Notes J.P. Morgan Securities plc As Sole Lead Dealer Manager for the Euro Notes 383 Madison AvenueNew York, New York 10179 Collect: +1 (212) 834-4087 Toll-Free: +1 (866) 834-4666 Attn: Liability Management Desk 25 Bank Street Canary Wharf London E14 5JP United Kingdom Collect: +44 20 7134 2468 Attn: EMEA Liability Management Desk This press release must be read in conjunction with the Offer to Purchase and Consent Solicitation Statement. This press release and the Offer to Purchase and Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the Offers and Consent Solicitations. You are recommended to seek your own legal, business, tax or other advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, commercial bank, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers and Consent Solicitations. None of the Issuers, the Tender and Information Agent or any of the Dealer Managers, nor any director, officer, employee, agent, legal counsel or affiliate of any such person, is acting for any holder of Notes, or will be responsible to any holder of Notes for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers and the Consent Solicitations, and accordingly none of the Tender and Information Agent or any of the Dealer Managers, nor any director, officer, employee, agent, legal counsel or affiliate of any such person, assumes any responsibility for the accuracy of any information concerning any of the Issuers, the Company or the Notes or any failure by any of the Issuers to disclose information with regard to the Issuers, the Company or the Notes which is material in the context of the Offers and the Consent Solicitations and which is not otherwise publicly available. Subject to any restrictions under the Indentures following the adoption of the Proposed Amendments, and any limitations under the terms of the Junior Lien Exchange Notes (if issued), the Company or any of its subsidiaries or affiliates, including the Issuers, may from time to time following the Expiration Time acquire any Notes that remain outstanding in the open market, in privately negotiated transactions, through one or more additional tender offers, one or more exchange offers or otherwise, or may redeem Notes pursuant to the terms of the Indentures governing the Notes. Any future purchases or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Offers. Any future purchases or redemptions by the Company or any of its subsidiaries or affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company or any of its affiliates will choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes or Amended Notes that remain outstanding after the consummation or termination of the Offers. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Offers and the Consent Solicitations are being made only by, and pursuant to the terms of, the Offer to Purchase and Consent Solicitation Statement. The Offers and the Consent Solicitations do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation is unlawful. The Offers and the Consent Solicitations are void in all jurisdictions where they are prohibited. In those jurisdictions where the securities, blue sky or other laws require the Offers and the Consent Solicitations to be made by a licensed broker or dealer, the Offers and the Consent Solicitations shall be deemed to be made on behalf of the Issuers by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. None of the Issuers, the Tender and Information Agent, the Dealer Managers or any trustee for the Notes is making any recommendation as to whether holders should tender Notes or deliver their Consents in response to the Offers and the Consent Solicitations. Holders must make their own decision as to whether to tender any of their Notes (and, if so, the principal amount of Notes to tender) and/or deliver Consents. About Warner Bros. Discovery: Warner Bros. Discovery (Nasdaq: WBD) is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of content and brands across television, film and streaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, discovery+, CNN, DC, Eurosport, HBO, Max, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Pictures, Warner Bros. Television, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit Cautionary Statement Regarding Forward-Looking Information This press release contains certain "forward-looking statements." Forward-looking statements include, without limitation, statements regarding the Company'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. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Company as of the date hereof. Forward-looking statements include, without limitation, statements about the timeline and terms of the Offers and the Consent Solicitations, the future company plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are risks relating to satisfaction of conditions to the Offers and Consent Solicitations, whether the Offers and Consent Solicitations will be consummated in accordance with the terms set forth in the Offer to Purchase and Consent Solicitation Statement or at all and the timing of any of the foregoing. The Company's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the Offers and the Consent Solicitations. Discussions of additional risks and uncertainties are contained in the Company's filings with the Securities and Exchange Commission, including but not limited to the Company's most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. The Company is not under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. View original content: SOURCE Warner Bros. Discovery, Inc. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
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Why Digital Turbine Stock Plummeted Today
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