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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-22 · 85 added, 55 removed, 185 unchanged (43% of the section changed)

14 unchanged sentences

Other Information.

We currently anticipate that our 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) will be held on April 8, 2022.

Because the date of the 2022 Annual Meeting represents a change of more than 30 days from the anniversary of our 2021 Annual Meeting of Stockholders, in accordance with Rule 14a-5(f) under the Exchange Act, we are informing our stockholders of this change.

The time and location of the 2022 Annual Meeting will be specified in our definitive Proxy Statement for the 2022 Annual Meeting, which will be filed with the SEC pursuant to Regulation 14A of the Exchange Act within 120 days of our fiscal year end.

Pursuant to Rule 14a-8 under the Exchange Act, a stockholder intending to present a proposal to be included in the Proxy Statement for the 2022 Annual Meeting must deliver a proposal in writing to our principal executive offices no later than a reasonable time before we begin to print and mail the proxy materials for the 2022 Annual Meeting.

Such proposal must also comply with the applicable requirements as to form and substance established by the SEC if those proposals are to be included in the proxy statement and form of proxy.

Because the date of the 2022 Annual Meeting is more than 30 days earlier than the anniversary of our 2021 Annual Meeting of Stockholders and the previously disclosed deadline of December 31, 2021 for the submission of such proposals has expired, we have determined that the December 31, 2021 deadline constitutes a reasonable time for the submission of such proposals and that no change is needed to the deadline.

Our bylaws set forth advance notice procedures with regard to other stockholder proposals, including nominations for the election of directors and business proposals to be brought before an annual meeting of stockholders by any stockholder (other than matters included in our proxy materials in accordance with Rule 14a-8 under the Exchange Act).

With respect to the 2022 Annual Meeting, such notice will be considered timely if we receive notice of such proposed director nomination or the proposal of other business at our principal executive offices not later than the close of business on March 7, 2022.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Certain information required in Item 10 through Item 14 of Part III of this Annual Report on Form 10-K is incorporated herein by reference to our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders (“2022 Proxy Statement”), which shall be filed with the SEC pursuant to Regulation 14A of the Exchange Act within 120 days of our fiscal year end.

5 unchanged sentences

Our Board of Directors approved an updated Code in January 2019 and reviews it regularly.

A copy of the Code and any amendments or waivers that would be required to be disclosed under applicable SEC rules are available free of charge at the investor relations section of our website, https://corporate.discovery.com.

A copy of the Code and any amendments or waivers that would be required to be disclosed under applicable SEC rules are available free of charge at our Investor Relations website at ir.corporate.discovery.com.

The information contained on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference herein.

In addition, we will provide a printed copy of the Code, free of charge, upon written request to:

Investor Relations, Discovery, Inc., 8403 Colesville Road, Silver Spring, MD 20910.

Investor Relations, Discovery, Inc., 230 Park Avenue South, New York, NY 10003.

Executive Compensation.

4 unchanged sentences

Information regarding securities authorized for issuance under equity compensation plans will be set forth in our 2022 Proxy Statement under the caption “Securities Authorized for Issuance Under Equity Compensation Plans,” which is incorporated herein by reference.

Information regarding security ownership of certain beneficial owners and management will be set forth in our 2021 Proxy Statement under the captions “Security Ownership Information of Certain Beneficial Owners and Management – Security Ownership of Certain Beneficial Owners” and “Security Ownership Information of Certain Beneficial Owners and Management– Security Ownership of Management,” which are incorporated herein by reference.

Information regarding security ownership of certain beneficial owners and management will be set forth in our 2022 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management – Security Ownership of Certain Beneficial Owners” and “Security Ownership of Certain Beneficial Owners and Management – Security Ownership of Management,” which are incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

22 unchanged sentences

Allowance for credit losses $ 46 15 — ( 7 ) $ 54

Deferred tax valuation allowance (b)

$ 105 283 — ( 52 ) $ 336

Deferred tax valuation allowance $ 336 37 — ( 66 ) $ 307

(a) Amount relates to the impact of the adjustment recorded for adoption of ASU 2016-13.

(b) Additions to the valuation allowance for deferred tax assets of $ 195 million relate to balances acquired through acquisitions in 2018, with the remainder charged to income tax expense.

All other financial statement schedules required to be filed pursuant to Item 8 and Item 15(c) of Form 10-K have been omitted as the required information is not applicable, not material, or is set forth in the consolidated financial statements or notes thereto.

4 unchanged sentences

(incorporated by reference to Exhibit 2.1 to the Form 8-K filed on July 31, 2017 (SEC File No.

3.1 Restated Certificate of Incorporation (filed herewith)

2.2 Agreement and Plan of Merger, dated May 17, 2021, by and among Discovery, Inc., AT&T Inc., Magallanes, Inc.

and Drake Subsidiary, Inc.

(incorporated by reference to Exhibit 2.1 to the Form 8-K filed on May 20, 2021 (SEC File No.

2.3 Letter agreement, dated as of July 1, 2021, by and between AT&T, Inc.

and Discovery, Inc.

(incorporated by reference to Exhibit 2.1 to the Form 10-Q filed on November 3, 2021 (SEC File No.

2.4 Letter agreement, dated as of July 7, 2021, by and between AT&T, Inc.

and Discovery, Inc.

(incorporated by reference to Exhibit 2.2 to the Form 10-Q filed on November 3, 2021 (SEC File No.

2.5 Amendment No.

1 to Agreement and Plan of Merger, dated as of November 18, 2021, by and among Discovery, Inc., AT&T Inc., Magallanes, Inc.

and Drake Subsidiary, Inc.

(incorporated by reference to Exhibit 2.1.3 to the Registration on Form S-4 filed on November 18, 2021 (SEC File No.

2.6 Separation and Distribution Agreement, dated as of May 17, 2021, by and among Discovery, Inc., AT&T Inc.

and Magallanes, Inc.

(incorporated by reference to Exhibit 2.2 to the Form 8-K filed on May 20, 2021 (SEC File No.

3.1 Restated Certificate of Incorporation, dated as of September 17, 2008 (incorporated by reference to Exhibit 3.1 to the Form 10-K filed on February 22, 2021 (SEC File No.

3.2 Amendment to the Certificate of Incorporation, dated as of March 6, 2018 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on March 6, 2018 (SEC File No.

6 unchanged sentences

4.3 Specimen certificate for shares of the Registrant’s Series C common stock, par value $.01 per share (incorporated by reference to Exhibit 4.3 to the Registration Statement (SEC File No.

EXHIBITS INDEX

4.4 Form of Registration Rights Agreement, by and between Discovery Communications, Inc.

and Advance/Newhouse content Partnership (incorporated by reference to Exhibit 4.4 to the Registration Statement (SEC 333-151586))

and Advance/Newhouse Programming Partnership (incorporated by reference to Exhibit 4.4 to the Registration Statement (SEC File N o.

4.5 Amendment No.

1 unchanged sentence

and Advance/Newhouse Programming Partnership (incorporated by reference to Exhibit 10.6 to the Form 10-Q filed on November 2, 2017 (SEC File No.

4.6 Registration Rights Agreement, dated as of April 3, 2018, by and between Discovery Communications, LLC, Discovery, Inc.

and Goldman Sachs & Co.

LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K filed April 4, 2018 (SEC File No.

4.7 Form of Rights Agreement, by and between Discovery Communications, Inc.

and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.5 to the Registration Statement (SEC File No.

4.8 Amendment No.

1 to Rights Agreement between Discovery Communications, Inc.

and Computershare Trust Company, N.A.

dated December 10, 2008 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on December 11, 2008 (SEC File No.

EXHIBITS INDEX

4.9 Amendment No.

2 to Rights Agreement, dated as of July 30, 2017, by and between Discovery Communications, Inc.

and Computershare Trust Company N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on July 31, 2017 (SEC File No.

4.6 Indenture , dated as of August 19, 2009 , among Discovery Communications, LLC, Discovery Communications, Inc.

2 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 3, 2010 (SEC File No.

4.12 Third Supplemental Indenture, dated as of June 20, 2011, among Discovery Communications, LLC, Discovery Communications, Inc.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 21, 2011 (SEC File No.

4.13 Fourth Supplemental Indenture, dated as of May 17, 2012, among Discovery Communications, LLC, Discovery Communications, Inc.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 17, 2012 (SEC File No.

4.8 Fifth Supplemental Indenture, dated as of March 19, 2013, among Discovery Communications, LLC, Discovery Communications, Inc.

2 unchanged sentences

Bank National Association, as trustee and Evalon Financial Services Limited, UK Branch, as London Paying Agent (incorporated by reference to Exhibit 4.1 to the Form 8-K/A filed on March 7, 2014 (SEC File No.

4.16 Seventh Supplemental Indenture, dated March 2, 2015, among Discovery Communications, LLC, Discovery Communications, Inc.

4.10 Seventh Supplemental Indenture, dated as of March 2, 2015, among Discovery Communications, LLC, Discovery Communications, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 2, 2015 (SEC File No.

4.17 Eighth Supplemental Indenture, dated March 19, 2015, among Discovery Communications, LLC, Discovery Communications, Inc., U.S.

4.11 Eighth Supplemental Indenture, dated as of March 19, 2015, among Discovery Communications, LLC, Discovery Communications, Inc., U.S.

Bank National Association, as Trustee, and Elavon Financial Services Limited, UK Branch, as London Paying Agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 19, 2015 (SEC File No.

4.18 Ninth Supplemental Indenture, dated March 11, 2016, among Discovery Communications, LLC, Discovery Communications, Inc.

4.12 Ninth Supplemental Indenture, dated as of March 11, 2016, among Discovery Communications, LLC, Discovery Communications, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 11, 2016 (SEC File No.

3 unchanged sentences

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 21, 2017 (SEC File No.

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4.15 Thirteenth Supplemental Indenture, dated as of September 21, 2017, among Discovery Communications, LLC, Discovery Communications, Inc., Elavon Financial Service DAC, UK Branch, as London Paying Agent, and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on September 21, 2017 (SEC File No.

EXHIBITS INDEX

4.16 Fourteenth Supplemental Indenture, dated as of April 2, 2018, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on April 4, 2018 (SEC File No.

4.23 Fifteenth Supplemental Indenture, dated as of April 3, 2018, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 4, 2018 (SEC File No.

4.17 Sixteenth Supplemental Indenture, dated as of June 29, 2018, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc.

6 unchanged sentences

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 21, 2020 (SEC File No.

4.28 Amended and Restated Credit Agreement, dated February 4, 2016, among Discovery Communications, LLC ("DCL"), certain wholly-owned subsidiaries of DCL, Discovery Communications, Inc., as Facility Guarantor, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Lender (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 5, 2016 (SEC File No.

4.29 Amendment No.

1 to Amended and Restated Credit Agreement, dated as of August 11, 2017, among Discovery Communications, LLC ("DCL"), certain wholly-owned subsidiaries of DCL, Discovery Communications, Inc., as Facility Guarantor, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 4.2 to the Form 10-Q filed on November 2, 2017 (SEC File No.

4.30 Amendment No.

2 to Amended and Restated Credit Agreement, dated as of April 30, 2020, among Discovery Communications, LLC ("DCL"), certain wholly-owned subsidiaries of DCL, Discovery Communications, Inc., as Facility Guarantor, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 6, 2020 (SEC File No.

EXHIBITS INDEX

4.31 Term Loan Credit Agreement, dated as of August 11, 2017, among Discovery Communications, LLC, as the Company, Discovery Communications, Inc., as Facility Guarantor, the lenders from time to time party thereto, Goldman Sachs Bank USA, as Administrative Agent (incorporated by reference to Exhibit 4.3 to the Form 10-Q filed on November 2, 2017 (SEC File No.

4.21 Description of Discovery Inc.'s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.31 to the Form 10-K filed on February 27, 2020 (SEC File No.

4.33 Registration Rights Agreement, dated as of September 21, 2020, among Discovery Communications, LLC, Scripps Networks Interactive, Inc., Discovery, Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Barclays Capital Inc., BNP Paribas Securities Corp., J.P.

Morgan Securities LLC and Mizuho Securities USA LLC (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on September 21, 2020 (SEC File No.001-34177)

10.1 Discovery, Communications Domestic Relocation Benefits Transformation Relocation Policy Tier 1 Executive Bands 0-3, effective January 1, 2018 (filed herewith)*

10.2 Discovery Communications International Relocation Benefits, International Relocation, effective June 1, 2017 (incorporated by reference to Exhibit 10.3 to the Form 10-K filed on February 28, 2018 (SEC File No.

10.3 Discovery Communications International Relocation Benefits, Long-Term Assignment, effective June 1, 2017 (filed herewith)*

10.1 Credit Agreement, dated as of June 9, 2021, among Discovery Communications, LLC, certain wholly-owned subsidiaries of Discovery Communications, LLC, Discovery, Inc., as Facility Guarantor, Scripps Networks Interactive, Inc., as subsidiary guarantor, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.

(incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 10, 2021 (SEC File No.

10.2 Amendment No.

1 to Credit Agreement, dated as of July 30, 2021, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc., certain lenders party thereto and Bank of America, N.A.

(incorporated by reference to Exhibit 10.9 to the Form 10-Q filed on August 3, 2021 (SEC File No.

10.3 Discovery, Inc.

Executive Benefit Summary (filed herewith)*

Domestic Relocation Guidelines Tier 1 Executive Bands 0-3, effective January 1, 2022 (filed herewith)*

10.4 Discovery, Inc.

International Relocation Benefits, International Permanent Transfer Guidelines, effective January 1, 2022 (filed herewith)*

10.5 Discovery, Inc.

International Relocation Benefits, Long-Term Assignment Guidelines, effective January 1, 2022 (filed herewith)*

10.6 Discovery, Inc.

Executive Benefit Summary (incorporated by reference to Exhibit 10.4 to the Form 10-K filed on February 22, 2021 (SEC File No.

10.7 2021 Incentive Compensation Plan (filed herewith)*

10.6 Discovery Communications, LLC Supplement Deferred Compensation Plan, amended and restated as of January 1, 2021 (filed herewith))*

EXHIBITS INDEX

10.8 Discovery Communications, LLC Supplement Deferred Compensation Plan, amended and restated as of January 1, 2021 (incorporated by reference to Exhibit 10.6 to the Form 10-K filed on February 22, 2021 (SEC File No.

10.9 2011 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Form 8-K filed on May 19, 2011 (SEC File No.

7 unchanged sentences

10.13 Form of Special Stock Appreciation Right Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 3, 2014 (SEC File No.

10.12 Form of Stock Dividend Related Nonqualified Stock Option Grant Agreement (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on July 31, 2014 (SEC File No.

EXHIBITS INDEX

10.14 Form of Restricted Stock Unit Grant Agreement for Non-Employee Directors (filed herewith)*

10.15 Form of David Zaslav Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 18, 2018 (SEC File No.

3 unchanged sentences

(incorporated by reference to Exhibit 10.2 to the Form 8-K filed on July 18, 2018 (SEC File No.

001-34177)) *

10.18 Amended and Restated Employment Agreement, dated as of May 16, 2021, by and between David Zaslav and Discovery, Inc.

(incorporated by reference to Exhibit 10.4 to the Form 8-K filed on May 20, 2021 (SEC File No.

10.19 Letter amendment dated December 20, 2021, by and between David Zaslav and Discovery, Inc., amending the Amended and Restated Employment Agreement dated as of May 16, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on December 27, 2021)*

10.20 Form of David Zaslav Stock Option Grant Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K filed on May 20, 2021 (SEC File No.

10.21 Employment Agreement, dated as of August 8, 2014, between Bruce Campbell and Discovery Communications, LLC (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on November 4, 2014 (SEC File No.

EXHIBITS INDEX

10.22 Amendment to Employment Agreement, dated September 24, 2015, between Bruce Campbell and Discovery Communications, LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on November 3, 2015 (SEC File No.

10.23 Second Amendment to Employment Agreement, dated as of February 9, 2018, between Bruce Campbell and Discovery Communications, LLC (Incorporated by reference to Exhibit 10.1 to the Form 10-Q Filed on May 10, 2018 (SEC File No.

10.19 Employment Agreement dated as of July 27, 2018 between Peter Faricy and Discovery Communications, LLC (incorporated by reference to Exhibit 10.51 to the Form 10-K filed on March 1, 2019 (SEC File No.

10.24 Employment Agreement, dated as of October 3, 2016, between Dr.

1 unchanged sentence

10.25 First Amendment to Employment Agreement, dated September 22, 2020, between Dr.

Gunnar Wiedenfels and Discovery First Amendment to Employment Agreement, dated September 22, 2020, between Dr.

Gunnar Wiedenfels and Discovery Communications, LLC, a wholly owned subsidiary of Discovery, Inc.

(incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 25, 2020 (SEC File No.

10.22 Employment Agreement, dated January 14, 2014, between Jean-Briac Perrette and Discovery Communications, LLC (incorporated by reference to Exhibit 10.54 to the Form 10-K filed on February 19, 2015 (SEC File No.

10.26 Employment Agreement, dated June 13, 2016, between JB Perrette and Discovery Corporate Services Limited (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 2, 2016 (SEC File No.

10.27 Amendment to Employment Agreement, dated February 1, 2019, between Jean-Briac Perrette and Discovery Corporate Services Limited, a wholly owned subsidiary of Discovery, Inc.

(incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on May 2, 2019 (SEC File No.

10.24 Employment Agreement dated June 27, 2019, between David Leavy and Discovery Communications, LLC (filed herewith)*

10.28 Employment Agreement dated June 27, 2019, between David Leavy and Discovery Communications, LLC (incorporated by reference to Exhibit 10.24 to the form 10-K filed on February 22, 2021 (SEC File No.

10.29 Form of Discovery, Inc.

Non-Qualified Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.31 to the Form 10-K filed on February 27, 2020 (SEC File No.

EXHIBITS INDEX

10.30 Form of Letter from Discovery, Inc.

dated December 15, 2021 amending certain Nonqualified Stock Option Grant Agreement for Employees (filed herewith)*

10.31 Form of Nonqualified Stock Option Grant Agreement for Employees updated as of January 1, 2022 (filed herewith)*

10.32 Form of Discovery, Inc.

Restricted Stock Unit Agreement for Employees (incorporated by reference to Exhibit 10.32 to the Form 10-K filed on February 27, 2020 (SEC File No.

Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.32 to the Form 10-K filed on February 27, 2020 (SEC File No.

10.33 Form of Letter from Discovery, Inc.

dated December 15, 2021 amending certain Restricted Stock Unit Grant Agreements (filed herewith)*

10.34 Form of Discovery, Inc.

Restricted Stock Unit Grant Agreement for Employees updated as of January 1, 2022 (filed herewith)*

10.35 Form of Discovery, Inc.

Performance Restricted Stock Unit Agreement for Employees (incorporated by reference to Exhibit 10.33 to the Form 10-K filed on February 27, 2020 (SEC File No.

10.36 Form of Discovery, Inc.

Enhanced Restricted Stock Unit Grant Agreement for Employees (filed herewith)*

EXHIBITS INDEX

10.37 Voting Agreement, dated as of May 17, 2021, by and among Discovery, Inc., AT&T Inc., Magallanes, Inc., John C.

Malone, John C.

Malone 1995 Revocable Trust, Malone Discovery 2021 Charitable Remainder Unitrust and Malone CHUB 2017 Charitable Remainder Unitrust (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 20, 2021 (SEC File No.

10.38 Voting Agreement, dated as of May 17, 2021, by and among Discovery Inc., AT&T Inc., Magallanes, Inc., Advance/Newhouse Programming Partnership and Advance/Newhouse Partnership (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on May 20, 2021 (SEC File No.

10.39 Employee Matters Agreement, dated as of May 17, 2021, by and among Discovery, Inc., AT&T Inc.

and Magallanes, Inc.

(incorporated by reference to Exhibit 10.3 to the Form 8-K filed on May 20, 2021 (SEC File No.

10.40 Consent Agreement, dated as of May 17, 2021, by and among Discovery Inc., Advance/Newhouse Programming Partnership and Advance/Newhouse Partnership (incorporated by reference to Exhibit 10.6 to the Form 8-K filed on May 20, 2021 (SEC File No.

10.41 Tax Matters Agreement, dated as of May 17, 2021, between AT&T Inc., Magallanes, Inc.

and Discovery, Inc.

(incorporated by reference to Exhibit 10.7 to the Form 8-K filed on May 20, 2021 (SEC File No.

21 List of Subsidiaries of Discovery, Inc.

(filed herewith)

22 Table of Senior Notes, Issuers and Guarantors (filed herewith)

22 Table of Senior Notes, Issuer and Guarantors (filed herewith)

23 Consent of Independent Registered Public Accounting Firm (filed herewith)

8 unchanged sentences

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)†

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101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)†

41 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures