What changed in this filing

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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 89 added, 85 removed, 319 unchanged (35% of the section changed)

18 unchanged sentences

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 2024 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.

Election of Directors,” “Stock Ownership - Delinquent Section 16 Reports,” if applicable, and “Corporate Governance – Board Meetings and Committees – Board Committee Structure – 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.

9 unchanged sentences

Information regarding executive compensation will be set forth in our 2024 Proxy Statement under the captions “Executive Compensation – Compensation Discussion and Analysis” and “Executive Compensation – Executive Compensation Tables,” which are incorporated herein by reference.

Information regarding compensation policies and practices as they relate to our risk management, director compensation, and compensation committee interlocks and insider participation will be set forth in our 2023 Proxy Statement under the captions “Executive Compensation – Compensation Discussion and Analysis – Other Compensation-Related Matters – Risk Considerations in our Compensation Programs,” “Corporate Governance – Director Compensation,” and “Corporate Governance – Board Meetings and Committees – Compensation Committee,” respectively, which are incorporated herein by reference.

Information regarding compensation policies and practices as they relate to our risk management, director compensation, and compensation committee interlocks and insider participation will be set forth in our 2024 Proxy Statement under the captions “Executive Compensation – Other Compensation-Related Matters – Risk Considerations in our Compensation Programs,” “Corporate Governance – Director Compensation,” and “Corporate Governance – Board Meetings and Committees – Board Committee Structure – Compensation Committee,” respectively, which are incorporated herein by reference.

Information regarding the compensation committee report will be set forth in our 2024 Proxy Statement under the caption “Executive Compensation – Compensation Committee Report” which is incorporated herein by reference.

1 unchanged sentence

Information regarding securities authorized for issuance under equity compensation plans will be set forth in our 2024 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 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.

Information regarding security ownership of certain beneficial owners and management will be set forth in our 2024 Proxy Statement under the captions “Stock Ownership – Security Ownership of Certain Beneficial Owners” and “Stock Ownership – Security Ownership of Management,” which are incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

16 unchanged sentences

Changes in valuation and qualifying accounts consisted of the following (in millions):

of Year Additions Other (a)

Deductions End

Allowance for credit losses (b)

$ 54 165 — ( 96 ) $ 123

Deferred tax valuation allowance (c)

$ 305 1,617 — ( 73 ) $ 1,849

of Year Additions Deductions End

Allowance for credit losses $ 123 152 ( 114 ) $ 161

Deferred tax valuation allowance $ 1,849 429 ( 87 ) $ 2,191

Allowance for credit losses (a)

$ 54 165 ( 96 ) $ 123

Deferred tax valuation allowance (b)

$ 305 1,617 ( 73 ) $ 1,849

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

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

(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.

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

(b) Additions to the deferred tax valuation allowance include $ 343 million related to the acquisition of WM in the prior 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.

44 unchanged sentences

Discovery, Inc.

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

(incorporated by reference to Exhibit 3.1 to the Form 8-K filed on May 10, 2023 (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)

Discovery, Inc.'s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Form 10-K filed on February 24, 2023 (SEC File No.

EXHIBITS INDEX

5 unchanged sentences

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.

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

5 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 19, 2013 (SEC File No.

4.9 Sixth Supplemental Indenture, dated as of March 7, 2014, among Discovery Communications, LLC, Discovery Communications, Inc., U.S.

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.

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

6 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

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

4 unchanged sentences

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.

EXHIBITS INDEX

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

17 unchanged sentences

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.

4.22 Indenture, dated as of March 10, 2023, by and among WarnerMedia Holdings, Inc., Warner Bros.

Discovery, Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 10, 2023 (SEC File No.

4.23 First Supplemental Indenture, dated as of March 10, 2023, by and among WarnerMedia Holdings, Inc., Warner Bros.

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

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 10, 2023 (SEC File No.

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

2 unchanged sentences

001-34177)) (2)

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.

1 unchanged sentence

001-34177)) (2) (3)

EXHIBITS INDEX

10.3 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.

10.4 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)) (2)

10.5 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)) (2)

10.6 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.

10.7 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.) (incorporated by reference to Exhibit 10.61 to the Form 10-K filed on February 24, 2023 (SEC File No.

001-34177)) (2)

10.8 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.

10.9 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.

10.10 Amendment No.

4 unchanged sentences

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.

(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.

10.12 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)) **

3 to Credit Agreement, dated as of June 6, 2023, 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 10.2 to the Form 10-Q filed on August 3, 2023 (SEC File No.

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

2 unchanged sentences

001-34177)) (2)

EXHIBITS INDEX

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

6 unchanged sentences

001-34177)) (2)

EXHIBITS INDEX

10.16 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.

10 unchanged sentences

001-34177)) (2)

10.20 First Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 11, 2023, 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 10.1 to the Form 10-Q filed on November 8, 2023 (SEC File No.

001-34177)) (2)

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

4 unchanged sentences

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.

10.23 Warner Bros.

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.

Executive Benefit Summary (filed herewith)*

10.24 Warner Bros.

2 unchanged sentences

10.25 Warner Bros.

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

Discovery, Inc.

2024 Incentive Compensation Program (filed herewith)*

10.26 Warner Bros.

Discovery Supplemental Retirement Plan amended and restated effective January 1, 2023 (incorporated by reference to Exhibit 10.21 to the Form 10-K filed on February 24, 2023 (SEC File No.

EXHIBITS INDEX

10.27 Warner Bros.

Discovery, Inc.

8 unchanged sentences

Discovery, Inc.

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

Performance Restricted Stock Unit Agreement for Employees (incorporated by reference to Exhibit 10.25 to the Form 10-K filed on February 24, 2023 (SEC File No.

10.31 Form of Warner Bros.

Discovery, Inc.

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

EXHIBITS INDEX

Enhanced Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.26 to the Form 10-K filed on February 24, 2023 (SEC File No.

10.32 Form of Warner Bros.

Discovery, Inc.

2023 Special PRSU Agreement for Executives (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on May 5, 2023 (SEC File No.

10.33 Warner Bros.

15 unchanged sentences

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.

EXHIBITS INDEX

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

Discovery, Inc.

Outside of the United States (filed herewith)*

Outside of the United States (incorporated by reference to Exhibit 10.35 to the Form 10-K filed on February 24, 2023 (SEC File No.

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

1 unchanged sentence

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)*

2005 Non-Employee Director Incentive Plan (as amended and restated effective May 20, 2015) (as further amended April 22, 2022 and December 14, 2022) (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on February 24, 2023 (SEC File No.

10.44 Warner Bros.

Discovery, Inc.

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

RSU Grant Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.38 to the Form 10-K filed on February 24, 2023 (SEC File No.

10.45 Warner Bros.

7 unchanged sentences

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

001-34177)) *

EXHIBITS INDEX

10.48 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.

10.49 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.

10.50 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)) *

10.51 Letter amendment dated March 8, 2023, by and between David Zaslav and Warner Bros.

Discovery, Inc., amending the Amended and Restated Employment Agreement dated as of May 16, 2021, as amended (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on May 5, 2023 (SEC File No.

10.52 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.

10.53 Warner Bros.

Discovery, Inc.

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

Annual Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 8, 2023 (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on May 5, 2023 (SEC File No.

10.54 Warner Bros.

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)*

Additional Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 8, 2023 (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on May 5, 2023 (SEC File No.

EXHIBITS INDEX

10.55 Aircraft Time Sharing Agreement, dated as of January 4, 2014, by and between David Zaslav and Discovery Communications, LLC (incorporated by reference to Exhibit 10.48 to the Form 10-K filed on February 24, 2023 (SEC File No.

10.56 Amendment to the Aircraft Time Sharing Agreement, dated as of August 1, 2018, by and between David Zaslav and Discovery Communications, LLC (incorporated by reference to Exhibit 10.49 to the Form 10-K filed on February 24, 2023 (SEC File No.

10.57 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.

4 unchanged sentences

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

(filed herewith)*

(incorporated by reference to Exhibit 10.53 to the Form 10-K filed on February 24, 2023 (SEC File No.

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

(filed herewith)*

(incorporated by reference to Exhibit 10.54 to the Form 10-K filed on February 24, 2023 (SEC File No.

10.62 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.

and Magallanes, Inc.

(incorporated by reference to Exhibit 10.3 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.

and Discovery, Inc.

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

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.

7 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

EXHIBITS INDEX

32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

97 Warner Bros.

Discovery, Inc.

Compensation Clawback Policy, effective October 2, 2023 (filed herewith)

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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

EXHIBITS INDEX

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

4 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.

(1) 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.

(2) 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.

(3) 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.

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

16 unchanged sentences

(Principal Accounting Officer) February 23, 2024

/s/ Robert R.

Bennett Director February 24, 2023

/s/ Li Haslett Chen Director February 23, 2024

8 unchanged sentences

Lee Director February 23, 2024

/s/ Kenneth W.

Lowe Director February 23, 2024

Malone Director February 23, 2024

9 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