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As Of Filer Filing For·On·As Docs:Size 2/27/20 Discovery, Inc. 10-K 12/31/19 196:42M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 4.88M 2: EX-4.31 Instrument Defining the Rights of Security Holders HTML 58K 3: EX-10.31 Material Contract HTML 101K 4: EX-10.32 Material Contract HTML 92K 5: EX-10.33 Material Contract HTML 97K 7: EX-21 Subsidiaries List HTML 109K 8: EX-23 Consent of Experts or Counsel HTML 51K 6: EX-18 Letter re: Change in Accounting Principles HTML 53K 9: EX-31.1 Certification -- §302 - SOA'02 HTML 60K 10: EX-31.2 Certification -- §302 - SOA'02 HTML 60K 11: EX-32.1 Certification -- §906 - SOA'02 HTML 54K 12: EX-32.2 Certification -- §906 - SOA'02 HTML 54K 26: R1 Cover Page HTML 123K 133: R2 Consolidated Balance Sheets HTML 163K 155: R3 Consolidated Balance Sheets (Parenthetical) HTML 82K 95: R4 Consolidated Statements of Operations HTML 143K 25: R5 Consolidated Statements of Comprehensive Income HTML 84K (Loss) 131: R6 Consolidated Statements of Cash Flows HTML 184K 153: R7 Consolidated Statements of Equity HTML 135K 90: R8 Description of Business and Basis of Presentation HTML 58K 29: R9 Summary of Significant Accounting Policies HTML 149K 143: R10 Acquisitions and Dispositions HTML 216K 168: R11 Investments HTML 154K 104: R12 Fair Value Measurements HTML 156K 39: R13 Content Rights HTML 95K 145: R14 Goodwill and Intangible Assets HTML 144K 170: R15 Debt HTML 145K 106: R16 Leases HTML 214K 41: R17 Derivative Financial Instruments HTML 242K 142: R18 Redeemable Noncontrolling Interests HTML 104K 172: R19 Equity HTML 284K 63: R20 Noncontrolling Interest HTML 104K 44: R21 Revenues HTML 131K 110: R22 Share-based Compensation HTML 211K 181: R23 Retirement Savings Plans HTML 74K 65: R24 Restructuring and Other Charges HTML 113K 46: R25 Income Taxes HTML 245K 112: R26 Earnings Per Share HTML 133K 183: R27 Supplemental Disclosures HTML 129K 67: R28 Related Party Transactions HTML 83K 43: R29 Commitments, Contingencies and Guarantees HTML 81K 36: R30 Reportable Segments HTML 183K 101: R31 Selected Quarterly Financial Data (Unaudited) HTML 116K 175: R32 Condensed Consolidating Financial Statements HTML 1.33M 151: R33 Schedule II: Valuation and Qualifying Accounts HTML 81K 34: R34 Summary of Significant Accounting Policies HTML 227K (Policy) 99: R35 Acquisitions and Dispositions (Tables) HTML 190K 173: R36 Investments (Tables) HTML 136K 149: R37 Fair Value Measurements (Tables) HTML 154K 37: R38 Content Rights (Tables) HTML 92K 97: R39 Goodwill and Intangible Assets (Tables) HTML 138K 60: R40 Debt (Tables) HTML 127K 81: R41 Leases (Tables) HTML 172K 186: R42 Derivative Financial Instruments (Tables) HTML 236K 117: R43 Redeemable Noncontrolling Interests (Tables) HTML 93K 58: R44 Equity (Tables) HTML 264K 79: R45 Revenues (Tables) HTML 122K 184: R46 Share-based Compensation (Tables) HTML 197K 115: R47 Retirement Savings Plans (Tables) HTML 68K 61: R48 Restructuring and Other Charges (Tables) HTML 112K 77: R49 Income Taxes (Tables) HTML 246K 89: R50 Earnings Per Share (Tables) HTML 276K 28: R51 Supplemental Disclosures (Tables) HTML 131K 128: R52 Related Party Transactions (Tables) HTML 83K 157: R53 Commitments, Contingencies and Guarantees (Tables) HTML 71K 92: R54 Reportable Segments (Tables) HTML 191K 31: R55 Selected Quarterly Financial Data (Unaudited) HTML 116K (Tables) 130: R56 Condensed Consolidating Financial Statements HTML 1.32M (Tables) 159: R57 Description of Business and Basis of Presentation HTML 52K (Details) 96: R58 Summary of Significant Accounting Policies (Impact HTML 63K of the Preferred Stock Modification) (Details) 27: R59 Summary of Significant Accounting Policies HTML 54K (Foreign Currency) (Details) 122: R60 Summary of Significant Accounting Policies HTML 59K (Content Rights) (Details) 190: R61 Summary of Significant Accounting Policies HTML 52K (Share-Based Compensation Expense) (Details) 73: R62 Summary of Significant Accounting Policies HTML 53K (Advertising Costs) (Details) 52: R63 Summary of Significant Accounting Policies HTML 66K (Concentrations Risk) (Details) 124: R64 Summary of Significant Accounting Policies HTML 82K (Accounting and Reporting Pronouncements Adopted) (Details) 192: R65 Acquisitions and Dispositions (Lifestyle Business HTML 81K - Narrative) (Details) 75: R66 Acquisitions and Dispositions (Lifestyle Business) HTML 98K (Details) 54: R67 Acquisitions and Dispositions (Scripps Networks HTML 76K Interactive, Inc. ("Scripps Networks")) (Details) 120: R68 Acquisitions and Dispositions (Components of the HTML 96K Acquisition of Scripps Networks Consideration) (Details) 196: R69 Acquisitions and Dispositions (Fair Value of HTML 149K Assets Acquired and Liabilities Assumed) (Details) 166: R70 Acquisitions and Dispositions (Intangible Assets HTML 71K Acquired) (Details) 138: R71 Acquisitions and Dispositions (Own) (Details) HTML 72K 22: R72 Acquisitions and Dispositions (Motor Trend Group) HTML 61K (Details) 85: R73 Acquisitions and Dispositions (Other) (Details) HTML 108K 164: R74 Acquisitions and Dispositions (Schedule of Pro HTML 63K Forma Financial Information) (Details) 136: R75 Acquisitions and Dispositions (Impact of Business HTML 63K Combinations) (Details) 20: R76 Acquisitions and Dispositions (Dispositions) HTML 85K (Details) 83: R77 Investments (Schedule of Investments) (Details) HTML 69K 160: R78 Investments (Equity Method Investments) (Details) HTML 58K 140: R79 Investments (UKTV and NC) (Details) HTML 66K 167: R80 Investments (Renewable Energy Investments) HTML 61K (Details) 139: R81 Investments (Equity Earnings (Loss) and Tax HTML 62K Benefit (Loss) Activity) (Details) 24: R82 Investments (Other Equity Method Investments) HTML 53K (Details) 87: R83 Investments (Investor Basis Differential) HTML 59K (Details) 162: R84 Investments (Significant Subsidiaries) (Details) HTML 100K 134: R85 Investments (Common Stock Investments With Readily HTML 77K Determinable Fair Value ) (Details) 19: R86 Investments (Equity Investments Without Readily HTML 61K Determinable Fair Values Assessed Under the Measurement Alternative) (Details) 82: R87 Fair Value Measurements (Schedule Of Assets And HTML 104K Liabilities Measured On Recurring Basis) (Details) 161: R88 Fair Value Measurements (Narrative) (Details) HTML 54K 141: R89 Content Rights (Schedule Of Content Rights) HTML 87K (Details) 121: R90 Content Rights (Schedule Of Content Expense) HTML 67K (Details) 189: R91 Goodwill and Intangible Assets (Goodwill by HTML 79K Reportable Segment) (Details) 71: R92 Goodwill and Intangible Assets (Narrative) HTML 61K (Details) 50: R93 Goodwill and Intangible Assets (Schedule of HTML 70K Intangible Assets Subject to Amortization) (Details) 126: R94 Goodwill and Intangible Assets (Amortization HTML 65K Expense for Intangible Assets) (Details) 194: R95 Goodwill and Intangible Assets (Schedule of HTML 55K Intangible Assets Not Subject to Amortization) (Details) 76: R96 Goodwill and Intangible Assets (Impairment HTML 95K Analysis) (Details) 55: R97 Debt (Outstanding Debt) (Details) HTML 148K 119: R98 Debt (Senior Notes) (Details) HTML 201K 195: R99 Debt (Revolving Credit Facility) (Details) HTML 93K 84: R100 Debt (Commercial Paper) (Details) HTML 56K 21: R101 Debt (Term Loans) (Details) HTML 62K 135: R102 Debt (Unsecured Bridge Loan Commitment) (Details) HTML 56K 163: R103 Debt (Long-term Debt Repayment Schedule) (Details) HTML 68K 86: R104 Leases (Narrative) (Details) HTML 67K 23: R105 Leases (Components of Lease Expense) (Details) HTML 64K 137: R106 Leases (Supplemental Cash Flow Information Related HTML 65K to Leases) (Details) 165: R107 Leases (Supplemental Balance Sheet Information HTML 79K Related to Leases) (Details) 88: R108 Leases (Maturities of Lease Liabilities) (Details) HTML 93K 18: R109 Leases (Maturities of Lease Liabilities - Prior to HTML 100K Adoption of Topic 842) (Details) 53: R110 Derivative Financial Instruments (Narrative) HTML 153K (Details) 74: R111 Derivative Financial Instruments (Schedule of HTML 145K Derivative Instruments, Fair Value) (Details) 193: R112 Derivative Financial Instruments (Schedule of HTML 86K Income and Comprehensive Income (Loss) Impact of Items Designated as Cash Flow Hedges) (Details) 125: R113 Derivative Financial Instruments (Schedule of HTML 68K Comprehensive Income (Loss) Impact of Items Designated as Net Investment Hedges) (Details) 51: R114 Derivative Financial Instruments (Schedule of HTML 66K 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(Details) 30: R126 Revenues (Contract Balances) (Details) HTML 55K 91: R127 Share-based Compensation (Incentive Plans) HTML 57K (Details) 154: R128 Share-based Compensation (Share-Based Compensation HTML 75K Expense) (Details) 132: R129 Share-based Compensation (Share-Based Award HTML 131K Activity) (Details) 116: R130 Share-based Compensation (PRSUs) (Details) HTML 71K 185: R131 Share-based Compensation (RSUs) (Details) HTML 67K 78: R132 Share-based Compensation (Stock Options Activity) HTML 107K (Details) 57: R133 Share-based Compensation (Stock Options) (Details) HTML 76K 118: R134 Share-based Compensation (Weighted-Average HTML 68K Assumptions) (Details) 187: R135 Share-based Compensation (SARs) (Details) HTML 63K 80: R136 Share-based Compensation (Employee Stock Purchase HTML 65K Plan) (Details) 59: R137 Retirement Savings Plans (Details) HTML 74K 114: R138 Restructuring and Other Charges (By Reporting HTML 71K Segment) (Details) 188: R139 Restructuring and Other Charges (Total) (Details) HTML 59K 150: R140 Restructuring and Other Charges (Liabilities) HTML 99K (Details) 174: R141 Income Taxes (Schedule of Components of Income HTML 60K from Continuing Operations Before Income Taxes) (Details) 98: R142 Income Taxes (Schedule of Components of Provision HTML 82K for Income Taxes) (Details) 33: R143 Income Taxes (Narrative) (Details) HTML 77K 152: R144 Income Taxes (Schedule of Effective Tax Rate HTML 144K Reconciliation) (Details) 176: R145 Income Taxes (Components of Deferred Tax Assets HTML 87K and Liabilities) (Details) 100: R146 Income Taxes (Schedule of Deferred Income Tax HTML 58K Assets and Liabilities in Statement of Financial Position) (Details) 35: R147 Income Taxes (Schedule of Operating Loss HTML 66K Carryforwards) (Details) 147: R148 Income Taxes (Schedule of Unrecognized Tax HTML 73K Benefits Reconciliation) (Details) 177: R149 Earnings Per Share (Narrative) (Details) HTML 66K 182: R150 Earnings Per Share (Computation for Income (Loss)) HTML 134K 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Exhibit |
Date of Grant | <Grant
Date> |
PRSU Shares | <Number of Shares Granted> |
Vesting Schedule | 50% upon 3rd anniversary of Date of Grant (assuming achievement of performance metric(s)), 50% on 4th anniversary of grant date (assuming prior satisfaction of three-year performance metric), subject to the terms of the Plan and Grant Agreement |
Performance Conditions | See Appendix |
• | You
have been granted a PRSU for shares (“Shares”) of Discovery, Inc. Series A Common Stock for the number of Shares specified under “PRSU Shares” in the chart. |
• | The potential value of your PRSU increases if the price of the Company’s stock increases, but you also have to continue to provide services for the Company (except as the Grant Agreement provides) to actually receive such value. Of course, the value of the stock may go up and down over time. |
• | You
will not receive the Shares represented by the PRSU until the PRSU vests. Your PRSU vests as provided in the chart above under “Vesting Schedule,” assuming you remain an employee or become and remain a director of the Company and subject to the terms in the Grant Agreement. |
• | Once you have received the Shares, you will own the Shares and may decide whether to hold the Shares, sell the Shares or give the Shares to someone as a gift. |
• | Your
ability to receive Shares under the PRSU is conditioned upon compliance with any local laws that apply to you. |
1. | Vesting Schedule. Your PRSU becomes nonforfeitable (“Vested”) as provided in the Cover Letter and the Grant Agreement assuming you remain employed (or serve as a member of the
Company’s Board of Directors (“Board”)) until the Vesting Date(s) and the performance metric(s) are satisfied. For purposes of this Grant Agreement, employment with the Company will include employment with any Subsidiary whose employees are then eligible to receive Awards under the Plan (provided that a later transfer of employment to an ineligible Subsidiary will not terminate employment unless the Board determines otherwise). |
2. | Change in Control. Notwithstanding the Plan’s provisions, if an Approved Transaction, Control Purchase, or Board Change (each a “Change in Control”) occurs before the PRSU is fully vested, the PRSU will only have accelerated Vesting as a result of the Change in Control if within 12 months after the Change in Control, the Company terminates your employment other than for
Cause or, if your employment agreement or another plan or agreement covering you permits “Good Reason” resignation, you resign for Good Reason. Accelerated Vesting will only accelerate the Distribution Date if and to the extent permitted under Section 409A of the Internal Revenue Code (“Section 409A”). “Good Reason” has the meaning provided in your employment agreement with the Company (or a Subsidiary), if any. |
3. | Distribution
Date. Subject to any overriding provisions in the Plan, you will receive a distribution of the Shares equivalent to your Vested PRSU Shares as soon as practicable following the date on which you become Vested (with the actual date being the "Distribution Date”) and, in any event, no later than March 15 of the year following the calendar year in which the Vesting Date(s) occurred, unless the Board determines that you may make a timely deferral election to defer distribution to a later date and you have made such an election (in which case the deferred date will be the “Distribution Date”). |
4. | Clawback. If
the Company’s Board of Directors or its Compensation Committee (the “Committee”) determines, in its sole discretion, that you engaged in fraud or misconduct as a result of which or in connection with which the Company is required to or decides to restate its financial statements, the Committee may, in its sole discretion, impose any or all of the following: |
5. | Restrictions
and Forfeiture. You may not sell, assign, pledge, encumber, or otherwise transfer any interest (“Transfer”) in the PRSU Shares until the PRSU Shares are distributed to you. Any attempted Transfer that precedes the Distribution Date is invalid. |
6. | Restrictive Covenants. You agree that, if the Company terminates your employment without Cause on or after the third anniversary of the Date of Grant and before the final Vesting Date, you will not, for the remainder of the period before the final Vesting Date, perform any work on, related to, or respecting non-fiction television programming or engage in any activities on behalf of any company or any entity related to nonfiction television
programming services for distribution to cable, satellite and/or other multi-channel distribution platforms (any such company or entity, a “Competitor”) in the “Restricted Area” (which means the United States and any other country (a) in which you provided services to the Company, or (b) for which you had substantive responsibility for Company operations or business matters, in the five years prior to separation from employment), and will not directly or indirectly solicit any employees of the Company or any subsidiary or affiliated company to leave their employment nor directly or indirectly aid in the solicitation of such employees. |
7. | Limited Status. You understand and agree that the Company will not consider you a shareholder for any purpose with respect to the PRSU Shares, unless and until the PRSU Shares have been issued to you on the Distribution Date. You will not receive dividends with respect to the PRSU. |
8. | Voting. You
may not vote the PRSU. You may not vote the PRSU Shares unless and until the Shares are distributed to you. |
9. | Taxes and Withholding. The PRSU provides tax deferral, meaning that the PRSU Shares are not taxable until you actually receive the PRSU Shares on or around the Distribution Date. You will then owe taxes at ordinary income tax rates as of the Distribution Date at the Shares' value. As an employee of the Company, you may owe FICA and HI (Social Security and Medicare) taxes before the Distribution Date. |
10. | Compliance
with Law. The Company will not issue the PRSU Shares if doing so would violate any applicable Federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the PRSU Shares in violation of applicable law. |
11. | Additional Conditions to Receipt. The
Company may postpone issuing and delivering any PRSU Shares for so long as the Company determines to be advisable to satisfy the following: |
12. | Additional Representations from You. If the vesting provisions of the PRSU are satisfied and you are entitled to receive PRSU Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that
covers issuances of shares to you, you must comply with the following before the Company will issue the PRSU Shares to you. You must: |
13. | No Effect on Employment or Other Relationship. Nothing in this Grant Agreement
restricts the Company’s rights or those of any of its affiliates to terminate your employment or other relationship at any time and for any or no reason. The termination of employment or other relationship, whether by the Company or any of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under the Plan and any applicable employment or severance agreement or plan. |
14. | No Effect on Running Business. You understand and agree
that the existence of the PRSU will not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale
or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above. |
15. | Section 409A. The PRSU is intended to comply with the requirements of Section 409A and must be construed consistently with that section. Notwithstanding anything in the Plan or this Grant Agreement to the contrary, if the PRSU Vests in connection with your “separation from service” within the meaning of Section 409A, as determined by the Company), and if (x) you are then a “specified employee”
within the meaning of Section 409A at the time of such separation from service (as determined by the Company, by which determination you agree you are bound) and (y) the distribution of PRSU Shares under such accelerated PRSU will result in the imposition of additional tax under Section 409A if distributed to you within the six month period following your separation from service, then the distribution under such accelerated PRSU will not be made until the earlier of (i) the date six months and one day following the date of your separation from service or (ii) the 10th day after your date of death. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such PRSU Shares or benefits except to the extent specifically permitted or required by Section 409A. In no
event may the Company or you defer the delivery of the PRSU Shares beyond the date specified in the Distribution Date section, unless such deferral complies in all respects with Treasury Regulation Section 1.409A-2(b) related to subsequent changes in the time or form of payment of nonqualified deferred compensation arrangements, or any successor regulation. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person, if any provisions of or distributions under this Grant Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section. |
16. | Unsecured Creditor. The PRSU creates a contractual obligation on the part of the Company to make a distribution of the PRSU Shares at the time provided for in this Grant Agreement. Neither you nor any other party claiming an interest in deferred compensation hereunder shall have any interest whatsoever in any specific assets of the Company. Your right to receive distributions hereunder is that of an unsecured general creditor of Company. |
17. | Governing
Law. The laws of the State of Delaware will govern all matters relating to the PRSU, without regard to the principles of conflict of laws. |
18. | Notices. Any notice you give to the Company must follow the procedures then in effect. If no other procedures apply, you must send your notice in writing by hand or by mail to the office of the Company’s Secretary (or to the Chair of the Board if you are then serving as the sole Secretary). If mailed,
you should address it to the Company’s Secretary (or the Chair of the Board) at the Company’s then corporate headquarters, unless the Company directs PRSU holders to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company and the Board will address any notices to you using its standard electronic communications methods or at your office or home address as reflected on the Company’s personnel or other business records. You and the
Company may change the address for notice by notice to the other, and the Company can also change the address for notice by general announcements to PRSU holders. |
19. | Amendment. Subject to any required action by the Board or the stockholders of the Company, the Company may cancel the PRSU and provide a new Award under the Plan in its place, provided that the Award so replaced will satisfy all of
the requirements of the Plan as of the date such new Award is made and no such action will adversely affect the PRSU to the extent then Vested. |
20. | Plan Governs. Wherever a conflict may arise between the terms of this Grant Agreement and the terms of the Plan, the terms of the Plan will control. The Board may adjust the number of PRSU Shares and other terms of the PRSU from time to time as the Plan provides. |
Vesting Date(s) | Performance Conditions |
[______] | Achievement
of the following performance metrics over the [____] period beginning [______] and ending [_____] (the “Performance Period”), as determined by the Compensation Committee or the Equity Compensation Subcommittee at the end of the Performance Period ($ in millions): |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Warner Bros. Discovery, Inc. 10-K 12/31/23 183:28M 2/24/23 Warner Bros. Discovery, Inc. 10-K 12/31/22 193:40M 2/24/22 Warner Bros. Discovery, Inc. 10-K 12/31/21 174:29M 2/22/21 Warner Bros. Discovery, Inc. 10-K 12/31/20 176:68M 12/22/20 Warner Bros. Discovery, Inc. 424B7 1:503K Donnelley … Solutions/FA |