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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-23 · 69 added, 54 removed, 354 unchanged (26% 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, 2024.

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.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Securities 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.

13 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 2025 Proxy Statement under the captions “Proposal 1:

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.

Election of Directors,” “Stock Ownership - Security Ownership of Management - Delinquent Section 16(a) 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.

7 unchanged sentences

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

We have adopted an insider trading policy which governs transactions in our securities, as well as the securities of publicly traded companies with whom we have a business relationship, by any of our directors, officers and employees, and other covered persons.

While the Company’s insider trading policy is designed to apply to individuals, as described above, rather than transactions by the Company in its own securities, it is the Company’s practice with respect to transactions in its securities to comply with all applicable insider trading laws and Nasdaq standards.

We believe the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations applicable to the Company.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.

Executive Compensation.

26 unchanged sentences

Deferred tax valuation allowance $ 2,191 179 ( 327 ) $ 2,043

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

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

Allowance for credit losses (a)

2 unchanged sentences

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

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

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

(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.

(a) Increase in the allowance for credit losses is related to the acquisition of WM in 2022.

(b) Additions to the deferred tax valuation allowance include $ 343 million related to the acquisition of WM in 2022.

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.

52 unchanged sentences

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.

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

3 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.

4.5 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.

4.6 Fifth Supplemental Indenture, dated as of March 19, 2013, 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 11, 2016 (SEC File No.

4.10 Tenth Supplemental Indenture, dated as of March 13, 2017, 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 13, 2017 (SEC File No.

4.10 Eleventh Supplemental Indenture, dated as of September 21, 2017, 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 September 21, 2017 (SEC File No.

4.12 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.

4.11 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.

EXHIBITS INDEX

4.12 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.

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

2 unchanged sentences

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 21, 2019 (SEC File No.

EXHIBITS INDEX

4.15 Eighteenth Supplemental Indenture, dated as of May 18, 2020, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc.

8 unchanged sentences

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.

4.19 Twenty-Second Supplemental Indenture, dated as of January 1, 2025, by and among Discovery Communications, LLC, Warner Bros.

Discovery, Inc., Scripps Networks Interactive, Inc.

Bank Trust Company, National Association, as trustee (filed herewith)

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

9 unchanged sentences

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.

4.24 Second Supplemental Indenture, dated as of May 17, 2024, among WarnerMedia Holdings, Inc., Warner Bros.

Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., Elavon Financial Services DAC, UK Branch, as paying agent, and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on May 17, 2024 (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.

22 unchanged sentences

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.

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.

10.11 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.

10.12 Amendment No.

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.

10.8 Credit Agreement, dated as of October 4, 2024, among Discovery Communications, LLC, Warner Bros.

Discovery, Inc.

(“WBD”), as facility guarantor, certain wholly-owned subsidiaries of WBD, as borrowers, Scripps Networks Interactive, Inc.

and WarnerMedia Holdings, Inc., as subsidiary guarantors, 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 10.1 to the Form 8-K filed on October 9, 2024 (SEC File No.

001-34177)) (2)

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

2 unchanged sentences

001-34177)) (2)

EXHIBITS INDEX

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

10 unchanged sentences

001-34177)) (2)

EXHIBITS INDEX

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

10 unchanged sentences

001-34177)) (2)

10.17 Second Amendment to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of June 28, 2024, by and among Warner Bros.

Discovery Receivables Funding, LLC, the other 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 10.2 to the Form 10-Q filed on August 7, 2024 (SEC File No.

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

6 unchanged sentences

Discovery, Inc.

Executive Benefit Summary (filed herewith)*

10.24 Warner Bros.

Discovery, Inc.

2023 Incentive Compensation Program (filed herewith)*

Executive Benefit Summary (incorporated by reference to Exhibit 10.23 to the Form 10-K filed on February 23, 2024 (SEC File No.

10.21 Warner Bros.

3 unchanged sentences

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.

10.23 Amended and Restated 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.

Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 19, 2024 (SEC File No.

10.24 Form of Warner Bros.

3 unchanged sentences

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.

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.

EXHIBITS INDEX

10.26 Form of Warner Bros.

7 unchanged sentences

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.

10.29 Form of Warner Bros.

Discovery, Inc.

2024 Special PRSU Agreement for Executives (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on May 9, 2024 (SEC File No.

10.30 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

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

1 unchanged sentence

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.

001-34177) ) *

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

EXHIBITS INDEX

10.40 Warner Bros.

1 unchanged sentence

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.

001-34177) ) *

10.41 Form of Warner Bros.

Discovery, Inc.

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.

2024 RSU Grant Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 7, 2024 (SEC File No.

10.42 Warner Bros.

14 unchanged sentences

10.49 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.

10.50 Form of Warner Bros.

Discovery, Inc.

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.

Annual Performance Restricted Stock Unit Grant Agreement for David Zaslav (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on May 9, 2024 (SEC File No.

10.51 Form of Warner Bros.

Discovery, Inc.

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

Additional Performance Restricted Stock Unit Grant Agreement for David Zaslav (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on May 9, 2024 (SEC File No.

10.52 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.

001-34177) ) *

EXHIBITS INDEX

10.53 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.

001-34177) ) *

10.54 Second Amendment to the Aircraft Time Sharing Agreement, dated as of March 21, 2024, by and between David Zaslav and Discovery Communications, LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on May 9, 2024 (SEC File No.

001-34177) ) *

10.55 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.

5 unchanged sentences

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

001-34177) ) *

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

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

001-34177) ) *

10.60 Second Amendment to the Employment Agreement, dated May 13, 2024, by and between Gerhard Zeiler and Turner International, Inc.

(incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 7, 2024 (SEC File No.

10.61 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.

19 Warner Bros.

Discovery, Inc.

Insider Trading Policy (filed herewith)

21 List of Subsidiaries of Warner Bros.

4 unchanged sentences

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

EXHIBITS INDEX

31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

1 unchanged sentence

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.

2 unchanged sentences

Discovery, Inc.

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

Compensation Clawback Policy, effective October 2, 2023 (incorporated by reference to Exhibit 97 to the Form 10-K filed on February 23, 2024 (SEC File No.

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.

28 unchanged sentences

(Principal Accounting Officer) February 27, 2025

/s/ Li Haslett Chen Director February 23, 2024

Li Haslett Chen

/s/ Samuel A.

6 unchanged sentences

Lee Director February 27, 2025

/s/ Joseph M.

Levin Director February 27, 2025

/s/ Kenneth W.

1 unchanged sentence

Malone Director February 27, 2025

/s/ Fazal Merchant Director February 23, 2024

Fazal Merchant

/s/ Steven A.

Miron Director February 23, 2024

/s/ Steven O.

Newhouse Director February 23, 2024

Merchant Director February 27, 2025

/s/ Anthony J.

Noto Director February 27, 2025

Price Director February 27, 2025

/s/ Daniel E.

Sanchez Director February 27, 2025

/s/ Geoffrey Y.

1 unchanged sentence

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