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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-24 · 246 added, 112 removed, 158 unchanged (69% of the section changed)

2 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of

possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

5 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.

2 unchanged sentences

Directors, Executive Officers and Corporate Governance.

Information regarding our directors, compliance with Section 16(a) of the Exchange Act, and our Audit Committee, including committee members and its financial expert, will be set forth in our 2022 Proxy Statement under the captions “Proposal One:

Election of Directors,” “Delinquent Section 16(a) Reports,” if applicable, and “Corporate Governance – Board Meetings and Committees – Audit Committee,” respectively, which are incorporated herein by reference.

Information regarding our executive officers is set forth in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of Discovery, Inc.” as permitted by General Instruction G(3) to Form 10-K.

Information regarding our directors, compliance with Section 16(a) of the Exchange Act, and our Audit Committee, including committee members and its financial expert, will be set forth in our 2023 Proxy Statement under the captions “Proposal 1:

Election of Directors,” “Delinquent Section 16 Reports,” if applicable, and “Corporate Governance – Board Meetings and Committees – Audit Committee,” respectively, which are incorporated herein by reference.

Information regarding our executive officers is set forth in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of Warner Bros.

Discovery, Inc.” as permitted by General Instruction G(3) to Form 10-K.

We have adopted a Code of Ethics (the “Code”) that is applicable to all of our directors, officers and employees.

Our board of directors approved an updated Code in January 2023 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 our Investor Relations website at ir.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.wbd.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., 230 Park Avenue South, New York, NY 10003.

Investor Relations, Warner Bros.

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 2023 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 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.

Information regarding security ownership of certain beneficial owners and management will be set forth in our 2023 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management – Principal Stockholders” and “Security Ownership of Certain Beneficial Owners and Management – Directors and Executive Officers,” which are incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

1 unchanged sentence

Principal Accountant Fees and Services.

Information regarding principal accountant fees and services will be set forth in our 2022 Proxy Statement under the captions “Audit Matters – Audit Firm Fees and Services” and “Audit Matters – Audit Committee Pre-Approval Policy,” which are incorporated herein by reference.

Information regarding principal accountant fees and services will be set forth in our 2023 Proxy Statement under the captions “Audit Matters – Audit Firm Fees and Services” and “Audit Matters – Audit Committee Pre-Approval Procedures,” which are incorporated herein by reference.

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) The following consolidated financial statements of Discovery, Inc.

(1) The following consolidated financial statements of Warner Bros.

Discovery, Inc.

are filed as part of Item 8 of this Annual Report on Form 10-K:

Consolidated Balance Sheets.

Consolidated Statements of Operations.

Consolidated Statements of Comprehensive Income (Loss).

Consolidated Statements of Comprehensive (Loss) Income.

Consolidated Balance Sheets.

Consolidated Statements of Cash Flows.

5 unchanged sentences

of Year Additions Other (a)

Write-offs End

Allowance for credit losses $ 59 21 — ( 26 ) $ 54

Deferred tax valuation allowance $ 257 80 — ( 32 ) $ 305

Deductions End

Allowance for credit losses (b)

$ 54 165 — ( 96 ) $ 123

Deferred tax valuation allowance (c)

$ 305 1,617 — ( 73 ) $ 1,849

Allowance for credit losses $ 59 21 — ( 26 ) $ 54

3 unchanged sentences

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

(b) Increase in the allowance for credit losses is related to the acquisition of WM in the current year.

(c) Additions to the deferred tax valuation allowance include $ 343 million related to the acquisition of WM in the current year.

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.

1 unchanged sentence

EXHIBITS INDEX

2.1 Agreement and Plan of Merger, dated as of July 30, 2017, among Discovery Communications, Inc., Skylight Merger Sub, Inc.

and Scripps Networks Interactive, Inc.

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

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

10 unchanged sentences

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.

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

2.5 Letter Agreement, dated as of March 29, 2022, by and among Warner Bros.

Discovery, Inc.

(f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc.

(incorporated by reference to Exhibit 2.2 to the Form 10-Q filed on August 5, 2022 (SEC File No.

2.6 Amendment No.

2 to Agreement and Plan of Merger, dated as of April 8, 2022, by and among Warner Bros.

Discovery, Inc.

(f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc.

(incorporated by reference to Exhibit 2.1 to the Form 10-Q filed on August 5, 2022 (SEC File No.

2.7 Letter Agreement, dated as of April 8, 2022, by and among Warner Bros.

Discovery, Inc.

(f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc.

(incorporated by reference to Exhibit 2.3 to the Form 10-Q filed on August 5, 2022 (SEC File No.

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

1 unchanged sentence

(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.

3.3 Amended and Restated Bylaws of Discovery, Inc., effective as of November 10, 2020 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 13, 2020 (SEC File No.

3.4 Certificate of Designation of Series A-1 Convertible Participating Preferred Stock, par value $0.01 per share (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on August 7, 2017 (SEC File No.

3.5 Certificate of Designation of Series C-1 Convertible Participating Preferred Stock, par value $0.01 per share (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on August 7, 2017 (SEC File No.

4.1 Specimen certificate for shares of the Registrant’s Series A common stock, par value $.01 per share (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4, SEC File No.

333-151586 (the “Registration Statement”))

4.2 Specimen certificate for shares of the Registrant’s Series B common stock, par value $.01 per share (incorporated by reference to Exhibit 4.2 to the Registration Statement (SEC File No.

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.

2.9 Amendment to Separation and Distribution Agreement, dated as of April 8, 2022, by and among Warner Bros.

Discovery, Inc.

(f/k/a Discovery, Inc.), AT&T Inc.

and WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 2.4 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) **

3.1 Second Restated Certificate of Incorporation of Warner Bros.

Discovery, Inc.

(incorporated by reference to Exhibit 3.1 to the Form 8-K filed on April 12, 2022 (SEC File No.

3.2 Amended and Restated Bylaws of Warner Bros.

Discovery, Inc.

(incorporated by reference to Exhibit 3.2 to the Form 8-K filed on April 12, 2022 (SEC File No.

4.1 Description of Warner Bros.

Discovery, Inc.'s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith)

EXHIBITS INDEX

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

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 to Registration Rights Agreement, dated as of August 7, 2017, by and between Discovery Communications, Inc.

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.

4.2 Form of Series A Common Stock Certificate of Warner Bros.

Discovery, Inc.

(incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No.

1 to the Registration Statement on Form S-4 filed on March 28, 2022 (SEC File No.

4.3 Amended and Restated Registration Rights Agreement, dated as of April 11, 2022, by and among Warner Bros.

Discovery, Inc., Advance/Newhouse Partnership and Advance/Newhouse Programming Partnership (incorporated by reference to Exhibit 4.6 to the Form 8-K filed on April 12, 2022 (SEC File No.

4.4 Registration Rights Agreement, dated as of March 15, 2022, by and among WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.), J.P.

Morgan Securities LLC and Goldman Sachs & Co.

LLC (incorporated by reference to Exhibit 4.5 to the Form 8-K filed on April 12, 2022 (SEC File No.

4.5 Counterpart to Registration Rights Agreement, dated as of April 8, 2022, by and between Warner Bros.

Discovery, Inc., Discovery Communications, LLC and Scripps Networks Interactive, Inc.

(incorporated by reference to Exhibit 4.6 to the Form 10-Q filed on August 5, 2022 (SEC File No.

4.6 Indenture, dated as of August 19, 2009, 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 August 19, 2009 (SEC File No.

001-34177))****

4.7 Second Supplemental Indenture dated as of June 3, 2010, among Discovery Communications LLC, Discovery Communications, Inc.

12 unchanged sentences

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 13, 2017 (SEC File No.

EXHIBITS INDEX

4.14 Eleventh Supplemental Indenture, dated as of September 21, 2017, among Discovery Communications, LLC, Discovery Communications, Inc.

2 unchanged sentences

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.

8 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.

4.21 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.

4.21 Twentieth Supplemental Indenture, dated as of April 8, 2022, by and among Discovery Communications, LLC, Warner Bros.

Discovery, Inc., Magallanes, Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 12, 2022 (SEC File No.

4.22 Twenty-First Supplemental Indenture, dated as of April 8, 2022, by and among Discovery Communications, LLC, Warner Bros.

Discovery, Inc., Magallanes, Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 12, 2022 (SEC File No.

4.23 Indenture, dated as of March 15, 2022, by and among Magallanes, Inc., AT&T Inc.

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on April 12, 2022 (SEC File No.

4.24 First Supplemental Indenture, dated as of April 8, 2022, by and among Magallanes, Inc., Warner Bros.

Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., and U.S.

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to the Form 8-K filed on April 12, 2022 (SEC File No.

10.1 Transition Services Agreement, dated as of April 8, 2022, by and between AT&T Services, Inc.

and WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 12, 2022 (SEC File No.

001-34177)) **

EXHIBITS INDEX

10.2 Intellectual Property Matters Agreement, dated as of April 8, 2022, by and among AT&T Inc., AT&T Intellectual Property LLC and WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on April 12, 2022 (SEC File No.

001-34177)) ** ***

10.3 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.

3 unchanged sentences

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

10.5 Amendment No.

2 to Credit Agreement, dated as of August 2, 2022, by and among Discovery Communications, LLC, Warner Bros.

Discovery, Inc., Scripps Networks Interactive, Inc., WarnerMedia Holdings, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.6 to the Form 10-Q filed on August 5, 2022 (SEC File No.

10.6 Joinder Agreement, dated as of April 8, 2022, by and between WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.) and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on August 5, 2022 (SEC File No.

10.7 Credit Agreement, dated as of June 4, 2021, by and among WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as agent (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on April 12, 2022 (SEC File No.

10.8 Joinder Agreement, dated as of April 8, 2022, by and between Warner Bros.

Discovery, Inc.

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

(f/k/a Discovery, Inc.), Discovery Communications, LLC, Scripps Networks Interactive, Inc.

and JPMorgan Chase Bank, N.A., as agent (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on August 5, 2022 (SEC File No.

10.9 Amendment No.

1 to Credit Agreement, dated as of August 2, 2022, by and among WarnerMedia Holdings, Inc., Warner Bros.

Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., certain lenders party thereto and JPMorgan Chase Bank, N.A., as agent (incorporated by reference to Exhibit 10.7 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) **

10.10 Purchase and Sale Agreement, dated as of March 27, 2019, by and among Warner Bros.

Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc.

and various entities party thereto as originators (incorporated by reference to Exhibit 10.8 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) **

10.11 First Amendment and Joinder to Purchase and Sale Agreement, dated as of June 26, 2019, by and among Warner Bros.

Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc.

and various entities party thereto as originators (incorporated by reference to Exhibit 10.9 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) **

10.12 Second Amendment to Purchase and Sale Agreement, dated as of June 12, 2020, by and among Warner Bros.

Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc.

and various entities party thereto as originators (incorporated by reference to Exhibit 10.10 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) **

EXHIBITS INDEX

10.13 Joinder Agreement, dated as of June 30, 2020, by WarnerMedia Direct, LLC (incorporated by reference to Exhibit 10.11 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) **

10.14 Joinder Agreement, dated as of July 5, 2022, by the various entities party thereto (incorporated by reference to Exhibit 10.12 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) **

10.15 Third Amendment to Purchase and Sale Agreement, dated as of June 10, 2021, by and among Warner Bros.

Discovery Receivables Funding, LLC (f/k/a AT&T Receivables Funding II, LLC), Turner Broadcasting System, Inc.

and various entities party thereto as originators (incorporated by reference to Exhibit 10.13 to the Form 10-Q filed on August 5, 2022(SEC File No.

001-34177)) **

10.16 Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 30, 2022, by and among Warner Bros.

Discovery Receivables Funding, LLC, the persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc.

and PNC Capital Markets LLC (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on November 4, 2022 (SEC File No.

001-34177)) **

10.17 Performance Guaranty, dated as of April 7, 2022, by Warner Bros.

Discovery, Inc.

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

(f/k/a Discovery, Inc.) (incorporated by reference to Exhibit 10.6 to the Form 8-K filed on April 12, 2022 (SEC File No.

001-34177) **

10.18 Discovery, Inc.

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

International Relocation Benefits, Long-Term Assignment Guidelines, effective January 1, 2022 (incorporated by reference to Exhibit 10.5 to the Form 10-K filed on February 24, 2022 (SEC File No.

10.19 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)*

10.20 Warner Bros.

Discovery, Inc.

Incentive Compensation Program (filed herewith)*

10.21 Warner Bros.

Discovery Supplemental Retirement Plan amended and restated effective January 1, 2023 (filed herewith)*

10.22 Warner Bros.

Discovery, Inc.

Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Form 8-K filed on April 12, 2022 (SEC File No.

10.23 Form of Warner Bros.

Discovery, Inc.

Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.18 to the Form 10-Q filed on August 5, 2022 (SEC File No.

10.24 Form of Warner Bros.

Discovery, Inc.

Performance Equity Program Nonqualified Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.19 to the Form 10-Q filed on August 5, 2022 (SEC File No.

10.25 Form of Warner Bros.

Discovery, Inc.

Performance Restricted Stock Unit Agreement for Employees (filed herewith)*

10.26 Form of Warner Bros.

Discovery, Inc.

Enhanced Restricted Stock Unit Grant Agreement for Employees (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.

10.10 Discovery Communications, Inc.

2013 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 16, 2013 (SEC File No.

10.11 Discovery Communications, Inc.

2013 Incentive Plan (As Amended and Restated Effective May 10, 2018) (incorporated by reference to Exhibit 10.1 to the Form 8-K/A filed on May 16, 2018 (SEC File No.

001-34177)) *

10.12 Discovery Communications, Inc.

2005 Non-Employee Director Incentive Plan (As Amended and Restated Effective May 20, 2015) (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 22, 2015 (SEC File No.

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.

10.14 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.

10.16 Employment Agreement between Discovery Communications, Inc.

and David Zaslav dated January 2, 2014 (incorporated by reference to Exhibit 10.44 to the Form 10-K filed on February 20, 2014 (SEC File No.

10.17 Amended and Restated Employment Agreement, dated July 16, 2018, between David Zaslav and Discovery, Inc.

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

10.27 Warner Bros.

Discovery, Inc.

2013 Incentive Plan (as amended and restated effective May 10, 2018) (as further amended April 22, 2022) (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed on April 22, 2022 (SEC File No.

333-264461))*

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.

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

Gunnar Wiedenfels and Discovery Communications, LLC (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on November 1, 2016 (SEC File No.

10.25 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.

10.26 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.

10.28 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.

10.28 Form of Discovery, Inc.

1 unchanged sentence

10.29 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)*

dated December 15, 2021 amending certain Nonqualified Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.30 to the Form 10-K filed on February 24, 2022 (SEC File No.

10.30 Form of Nonqualified Stock Option Grant Agreement for Employees updated as of January 1, 2022 (incorporated by reference to Exhibit 10.31 to the Form 10-K filed on February 24, 2022 (SEC File No.

10.31 Form of Discovery, Inc.

1 unchanged sentence

10.32 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)*

dated December 15, 2021 amending certain Restricted Stock Unit Grant Agreements (incorporated by reference to Exhibit 10.33 to the Form 10-K filed on February 24, 2022 (SEC File No.

10.33 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.

Restricted Stock Unit Grant Agreement for Employees updated as of January 1, 2022 (incorporated by reference to Exhibit 10.34 to the Form 10-K filed on February 24, 2022 (SEC File No.

10.34 Form of Discovery, Inc.

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

Enhanced Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.36 to the Form 10-K filed on February 24, 2022 (SEC File No.

10.35 Form of Restricted Stock Unit Award (Substitute WarnerMedia Award) for Employees of Warner Bros.

Discovery, Inc.

Outside of the United States (filed herewith)*

10.36 Summary of Non-Employee Director Compensation (filed herewith)*

10.37 Warner Bros.

Discovery, Inc.

2005 Non-Employee Director Incentive Plan (as amended and restated effective May 20, 2015) (as further amended April 22, 2022 and December 14, 2022) (filed herewith)*

10.38 Warner Bros.

Discovery, Inc.

RSU Grant Agreement for Non-Employee Directors (filed herewith)*

10.39 Warner Bros.

Discovery, Inc.

Non-Employee Directors Deferral Plan (incorporated by reference to Exhibit 10.1 to the Form S-8 filed on December 16, 2022 (SEC File No.

10.40 Warner Bros.

Discovery, Inc.

2011 Employee Stock Purchase Plan (as amended April 22, 2022) (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-8 filed on April 2 2, 2022 (SEC File No.

333-264461))*

10.41 Amended and Restated Employment Agreement, dated July 16, 2018, between David Zaslav and Discovery, Inc.

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

001-34177)) *

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.

10.42 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.

10.43 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.

10.44 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 (SEC File No.

001-34177)) *

10.45 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.

10.46 Discovery, Inc.

Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 1, 2021 (filed herewith)*

10.47 Discovery, Inc.

Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 1, 2022 (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on April 26, 2022 (SEC File No.

10.48 Aircraft Time Sharing Agreement, dated as of January 4, 2014, by and between David Zaslav and Discovery Communications, LLC (filed herewith)*

10.49 Amendment to the Aircraft Time Sharing Agreement, dated as of August 1, 2018, by and between David Zaslav and Discovery Communications, LLC (filed herewith)*

10.50 Aircraft Time Sharing Agreement, dated as of August 1, 2022, by and between David Zaslav and Warner Media, LLC (incorporated by reference to Exhibit 10.8 to the Form 10-Q filed on November 4, 2022 (SEC File No.

10.51 Employment Agreement, dated as of July 9, 2022, by and between Bruce Campbell and Discovery Communications, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 14, 2022 (SEC File No.

001-34177))* **

10.52 Employment Agreement, dated as of July 11, 2022, by and between Gunnar Wiedenfels and Discovery Communications, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 14, 2022 (SEC File No.

001-34177))* **

10.53 Employment Agreement, dated as of July 13, 2022, by and between Gerhard Zeiler and Turner International, Inc.

(filed herewith)*

10.54 Letter amendment to Employment Agreement, dated as of August 23, 2022, by and between Gerhard Zeiler and Turner International, Inc.

(filed herewith)*

10.55 Employment Agreement, dated as of August 2, 2022, by and between JB Perrette and Discovery Communications, LLC (incorporated by reference to Exhibit 10.9 to the Form 10-Q filed on November 4, 2022 (SEC File No.

EXHIBITS INDEX

10.56 Employment Agreement, dated as of August 26, 2022, by and between David Leavy and Discovery Communications, LLC (incorporated by reference to Exhibit 10.10 to the Form 10-Q filed on November 4, 2022 (SEC File No.

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

1 unchanged sentence

(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.

10.58 First Addendum to Employee Matters Agreement, dated as of April 8, 2022, by and among Warner Bros.

Discovery, Inc.

(f/k/a Discovery, Inc.), AT&T Inc.

and WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.23 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) **

10.59 Second Addendum to Employee Matters Agreement, dated as of April 8, 2022, by and among Warner Bros.

Discovery, Inc.

(f/k/a Discovery, Inc.), AT&T Inc.

and WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.24 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) **

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

1 unchanged sentence

(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.

10.61 Letter Agreement, dated as of April 8, 2022, by and among Warner Bros.

Discovery, Inc.

(f/k/a Discovery, Inc.), AT&T Inc.

and WarnerMedia Holdings, Inc.

(f/k/a Magallanes, Inc.) (filed herewith) **

21 List of Subsidiaries of Warner Bros.

Discovery, Inc.

(filed herewith)

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

22 Table of Senior Notes, Issuer and Guarantors (incorporated by reference to Exhibit 22 to the Form 10-Q filed on August 5, 2022 (SEC File No.

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

7 unchanged sentences

101.SCH Inline XBRL Taxonomy Extension Schema Document (filed herewith)†

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

EXHIBITS INDEX

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

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

3 unchanged sentences

* Indicates management contract or compensatory plan, contract or arrangement.

**Exhibits, schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided to the SEC upon request.

***Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K and will be supplementally provided to the SEC upon request.

****Other instruments defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries may be omitted from Exhibit 4 in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K.

Copies of any such agreements will be supplementally provided to the SEC upon request.

†Attached as Exhibit 101 to this Annual Report on Form 10-K are the following formatted in Inline XBRL (Extensible Business Reporting Language):

11 unchanged sentences

February 24, 2023

/s/ Gunnar Wiedenfels Senior Executive Vice President and

Chief Financial Officer

/s/ Gunnar Wiedenfels Chief Financial Officer

(Principal Financial Officer) February 24, 2023

3 unchanged sentences

/s/ Robert R.

Beck Director February 24, 2022

/s/ Robert R.

Bennett Director February 24, 2023

/s/ Li Haslett Chen Director February 24, 2023

Li Haslett Chen

/s/ Samuel A.

Di Piazza, Jr.

Director February 24, 2023

Di Piazza, Jr.

/s/ Richard W.

Fisher Director February 24, 2023

Gould Director February 24, 2023

/s/ Robert L.

Johnson Director February 24, 2022

/s/ Kenneth W.

Lowe Director February 24, 2022

Lee Director February 24, 2023

Malone Director February 24, 2023

/s/ Robert J.

Miron Director February 24, 2022

/s/ Fazal Merchant Director February 24, 2023

Fazal Merchant

/s/ Steven A.

Miron Director February 24, 2023

/s/ Daniel E.

Sanchez Director February 24, 2022

Swain Director February 24, 2022

David Wargo Director February 24, 2022

/s/ Steven O.

Newhouse Director February 24, 2023

Price Director February 24, 2023

/s/ Geoffrey Y.

Yang Director February 24, 2023

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