X0306 4 2012-12-27 0 0001437107 Discovery Communications, Inc. DISCA 0000914545 NEWHOUSE BROADCASTING CORP 5000 CAMPUSWOOD DRIVE EAST SYRACUSE NY 13057-4250 0 0 1 0 Series C common stock, par value $0.01 per share 2012-12-27 4 J 0 8450000 D 44374821 I See note Series C preferred stock, par value $0.01 per share 2012-12-27 4 C 0 8450000 A Series C common stock 8450000 44374821 I See note On December 27, 2012, Newhouse Broadcasting Corporation ("NBCo") distributed its ownership interests in FTI Ventures LLC, which prior to the transaction was a wholly owned subsidiary of NBCo and the holder of 8,450,000 shares of Series C preferred stock, to the shareholders of NBCo on a pro rata basis in return for a portion of their shares of NBCo. In connection with the distribution, the shares of Series C preferred stock automatically converted into an equal number of shares of Series C common stock pursuant to their terms. In addition, prior to the transaction described above in note 1, Advance/Newhouse Programming Partnership ("ANPP"), a general partnership in which an indirect, wholly owned subsidiary of NBCo is a general partner, distributed 4,550,000 shares of Series C preferred stock to its other general partner, Advance Programming Holdings LLC, in an exempt transaction. NBCo continues to have indirect beneficial ownership of 44,374,821 Series C preferred shares, which are held by ANPP and are automatically convertible into an equal number of shares of Series C common stock upon disposition to other than specified persons. /s/ Michael A. Newhouse, on behalf of Newhouse Broadcasting Corporation 2012-12-28