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REDACTED -- FOR PUBLIC INSPECTION -Doc# 22594 I - -9- REDACTED -- FOR PUBLIC INSPECTION -Doc# 22594 I - . SCHEDL~LE3 RESPONSE OF DISCOVERYHOLDING COMPANY (INFOIthlATION PROVIDED BY DISCOVERYCOMML'NICATIONS LLC)

qo , ENTITY NAME ,I VOrlNG 'ONVCIISON ! --_ LIGHT i

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PURPOSE OFFICERS JIRECTORSJ 4ONETARY %K-ER/SHAREHOLDER CONVERSION MANAGERS 'ALUE RIGHT iuctivr Chainnan: S. Hendricks John ohn S. Helidrick 00% lixovery Conununications, 10 Pres., Global Business & dark Hollinger .LC Operations mdSec.: Mark Hollinger

SVP - tax: Louis Dehlarrn~~ ~~~~~ SW - Treasurer: Mike -~ Suffredini Television Chairman: Hendricks lohn load of Manaxem lixovely Communications, 10 network Pres., Global Business & olm S. Hendricks .LC business in Operations and k.:Mark dark Hollinger us Hollinger Xscovery Health Cliannel, EW/GM. Eileen ONeill .LC EW, Asst. set.: Doug Coblens W: Donald Thorn SVP .tax: Louis DeMarco SW- Treasurer: Mike ~- -~ Ielevisian 30% )iscoveiy Communications letwork Iolding, LLC ,usmess, Zasla" tducntionnl Pres., Global Business and dine Operations and Secretary: ,"Sines% Mark Hollingerr -etail SEW & CFO Roger Millay usiness, SEW - Human Resources: icensing Adria Alprrt-Rumm ,ushesess and President - Digital Media & elated Business Development: Bruce minrsses Campbell ~~

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PURPOSE OFFICERS JIRECrORS/ MONETARY IWNERJSHAREHOLDEI Yo VOTING CONVERSION WAGERS TIGHTS -RIGHT Gnhlt- Chairman: John 5. Hendricks ohnS. Hendricls 100% liacovery Enterprises, LLC IOU% no educational President, Global Business & dark Holhga business Operatiom: Mark Hollinger EVP, Asst. Sec.: Doug Coblens President:Steve Sidel GO- Education: Ben Tricher SW: Johqoe Farragher SW - tax: Louis DeMarco SVP - Treasurer: Mi!e .~ Suffredlru ~- Educations: Chairnlan: Johi5. Hendricks ohn 5. Hendricks 100% )iscowry Communication 00% ,"SineSS President: Steve Sidel nark Iiallinger .LC Pres., Global Business & Operations and Sec.: Mark Hallinger EVP, Asst. XC.: Doug Cohlens SW - tax: Louis Dehbrco SVP - lrcasurer: Mike Sutfredlni

~~ ~ "active Chairnmn: John 5. Hendricls hiS Hendricks hscoveiy Selvices, Inc. W% Pres., Global Business & dark Hollinger Operations and Sec.: Mark Hollinger EVP, Asst. Sec.: Doug Coblens SVP - tax: Lou& DeMarco SW - Treasurer: Mike Sutfredlru

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.~ ENTITY NAME 6 OFFICERS DIRECTORS/ MONETARY OWNEWSHAREHOLDER tu VOTING ?ONVERSION _- WAGERS VALUE - LIGHTS UGHT 19. Di5C"Xly Chairnun: John S. HcndricB - lohn S. Hendricks 100% Discoveiy Conununications, W% 10 Licensing Inr. Pres., Global Business & Mark Hollinger LLC Operations and Sec.: Mark Hollinger EVP, Asst. Sec.: Doug Coblens SW - tax: Louis DeMarco SW - Treasurer: Mike Suffredlru CFO- Comnierce: Douglas Rikrr VP: Dan Pimental / ~_~__ - -~ ZO. Chairnm: lohn S.Hendricks lahn S.Hendricks 100% Discovery Communications, 00% Pres., Global Business & Mark Hallingrr LLC Operations nnd Sec.: Mark Hollinger EW, Asst. Ser.: Doug Coblens SW-Tax: Louis DeMarco SVP-Trcasurer: Mike Suifmdini _- VP: Peter McKrlvy !l. lisoveiy New Chairman: fohn Hendricks ohn Nmdricks S. S. 100% 3iscovely Communications, W% 1" iork, Inc. Pres., Global Business & vlark Hollingcr -LC Operations and SK.:Mark Ho 1 linger EVP, Asst. Sec.: Doug Coble,ls SVP - tax: Louis DrMarco SW - Treasurer: Mike Suiiredini

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- ~_.__ AONETARY )WNER/SHAREHOLDER h VOTING ZONVERSION MANAGERS IALUE UGHTS RIGHT 00% )iscowry Pet Oldine W% 10 Pres., Global Business 61 Mark Halllnger ;ewices,LLC Operations and Sec.: Mark Hallinger EW, Asst. Sec.:Doug Coblens SW- tax: Louis DeMarco sw- 'rreasurer:me Suffredini CFO - US Networks:Neal Kirsch EW - GlobalShared Services:Larry Lap vr - Sales Strategy & Parhwrships: Thomas Pope SVP BetsySnul SW Jared Saul

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- ~TITYNAME %RECTORS/ MONETARY DWNE~SHAREHOLDER"h VOTING ~ CONVERSION . AANAGERS VALUE RIGHTS 1 NGHT %covery ohm S. Hendricks 100% Discovery Coriununications, 100% no Productions Group, Pres., Global Business & dark Hollinger LLC Inr.

EVP: John Honeycun SVP - tax: Louis DeMarco SW - Treasurer: Mike

ohn S. Hcndricks 100% Discovery Networks dark Holilnger International LLC ! 'lo &vision HOllinger Network EVP. Asst. Sec.: Doug 'usiness Coblens SW- tax: Louis DcMarco SVP - Treasurer: Mike Suffrrdini VP - Eu el"? Collis ~__-~ 'elevision Chairman: John S. Hendricks ohS Hendricks 100% Discovery Television Center, .&work Pres., Global Business & dark Hollinger LLC musiness in Operatio% and SC.: Mark IS Hollingrr EVP, Asst. Sec.: Doug Cobleiu SVP -tax: Louis Dehlarco SW - Treasurer: Mike Suffrcdini . 10 Response to 1.B REDACTED- FOR PUBLIC INSPECTION

~___ PURPOSE OFFICERS DIRECTORS/ ENmARY lWNF&lSHAREHOLDER u/u VOTING CONVERSION MANAGERS- VALUE RIGHTS RIGHT Licemllig Chairman: John 5. Hendricks John 5. Hendricks 100% Iixovery Conununications, 100% business Pres., Global Business 61 Mark Iiollinger .LC Operations and Sec.: Mark H0hgt-r EVP, Asst. Sec.: Doug Coblens SW - lax Louis Dehfarco SVP -Treasurer: Mike

~ Suif r ed ini -__ - Discovery ~eaity, CDmpnny Chairman: John 5. Hcndricks lalui 5. Hendricks 100% )iscovery Canununicatiom, 100% LLC relating IO Pres. -Global Rusiness & Mark Hallinger .LC operations of Operations:Mark Hollinger Discovery EW, Asst. Src.: Doug -omrunicat,- Coblrns 7115. LLC SW - tax: Louis DeMarco Ikldquartera SVP - Treasurer: Mike buildllig Suffredini EVP: Larry Laque -~ - relevision Chairnun: John 5. Hendricks lohn S. Hendncks 100% hscovery Communicahonr, 100% wtwork Pres.. Global Busllicss & Mark Hollingcr LC rusiness in Operatiom and Ser.:Mark apan/Huldi Ilollillger lgconlpany EW, Asst. Set.: Doug Coblrns SW - lax: Louis DrMarco SW - Treasurer: Mike ,- 0'

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/- ENTITYNAME PURPOSE- OFFICERS DIRECTORS/ rlONETARY OWNER/S€iAREHOLDER

/ Discovery Holding Chairman: John S. Hcndricks Discovery Connunicatiow, Tradenmk company for Pres., Global Business & LLC Holdklg Company, EtUdiu in Operations and Sec.: Mark 1°C. Canada/ Hollinger Music EVP, Asst. Sec.: Doug K7ydty Cublens business SW' - tax: Louk Dchlarco SW - Treasurer: Mike Suifmdini - 'TelWisiO" Chairnun: JohnS. Hendrirks JohnS. Hendticks 00 % Discovely Productions network Pres. -US Networks Marl, Hollinger Group, Inr. business in Production:Clark Bunting I1 US Pres., Global Business & Operations and SK.: Mark HC'lhgCr EW, Asst. Sw.: Doug Coblens SW - tax: Louis D&larco

Brttag __ relevision I3uirnmn: Johr5. Hendricks lahn S Hendrrcks 00% ,network Pres., Global Business & Mark Holllnger susiness in Operations and Sec.: Mark US Hallingeer EVP. Asst. Sec.:Doug Coblenr SW - tax: Louis Dehkarco SVP - Treasurer: Mike Suffrrdini ~~ C1

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YE%?Y NAME PURPOSE OFFICERS DIRECTORS/ MONETARY OWNER/SSHAREHOLDER VOTING CONVERSION MANAGERS VALUE RIGHTS RIGHT 43. JVrrogramuc. Television network business REDA- REDACTED REDACTED REDACTED REDACTED

- Retail No officers 100% with The Disovery Channel Store, 100% no income 1°C. Parhers participation by Uiird party (related to I Denver Airoort I

Discovery Wings, LLC "0 Pres., Global Business & Mark Hotlinger Operations and Sec.: Mark Hallinrer I EW, Ast. SPC.:Doug Coblens SW- tax: Louis DeMarco rn SW -Treasurer: Mike

business Teicher Em Tricher (since

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PURPOSE OFFICERS DIRECTORS/ MONETARY IWNER/SHAREHOLDER OhVOTING 2ONVERSION ~- MANAGERS VALUE RIGHTS CGHT Retail Chairnuin: Jolm 5. Hcndricks John S. Hcndrickr 100% hscovery Cormiunications, 100% IO bushes$ Pres., Global Buslnesr & Mark Hollinger .LC Operations and Sec.: Mark Hollinger CVF, Asst. Snc.: Doug Coblens VI': Dan Plmentel EW/GM-Disrovery Interactive: Patrick Gates SW- tax: Louis Dehlarco SW - Treasurer: Mike Suffrrdini SVP - Sharon Currie-Mills VP - Finance - Conunerce: Jeff Colligan GXciioVisual mint- Chairman: Julm S. Hendricks John S. Hendricks 100% )iscovey Enterprises, LLC 100% 10 Group. Inc. zducatiional President: Steve Sidel Mark Hollinger business President, Global Business 61 Operations: Mark Hollinger EW, Asst. See.:Doug Coblens CFO - Education: Ben Teicher SW - tax: Louis DrMnrco SW - Treasurer: Mike Suffredini

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NO OFFICERS DlRECTORs/ MONETARY ~ OWNEPJSHAREHOLDER 'io VOTING MANAGERS VALUE / 1 RIGHT 51. Chairman: John 5. llendrickr John S. Hendricks 100% Discovery Health Ventures, Fihwss LLC network Pres., Global Business & Mark Holllnger LLC business in Operations and Sec.:Mark I us Hollingrr EW, Asst. Src.:Doug ~ Coblens SVP - tax: Louis DeMarcr, SVP - Treasurer: Mile Suffredmi / - 52. Discovery World Television, 1W% Inc, Pres., Global Business & Mark Hollinger Inc. Oprations and Sec.: Mark Hollinger EW, Asst. Sec.: Doug Coblens SVP - tax: Louis DeMarco SVP - Treasurer: Mike I 1 Suffredmi I Learnins Cllallman: 5. Hendricks 5. Hendncks 53. United Online lolm John Discovery Education. Inc. 1W% "0 hlC. educational President Stew Sidel Mark Holhi~er" I I I business 1 Prcridlent, Global Business & 1 Operations: Mark Holllnger EW, Asst. Sec.: Doug

CFO - Education: Ben Teicher I SW - tax: Louis DeMarco SW - Treasurer: Mike

15% no hushless Ronald Iohnston' I- E

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* Discover? does not lnaintain bios for these dirrctors.

I. 1-he chart does not include foreign entities operating outside ofthe United States and entities incorporated or formed in the United States that operate solely outside ofthe llnited States.

2. Discovery does not maintain in the ordinan come of business records regarding tenure of directors for each riven entity an the chm. John Hendricks has been a director for most of-the entities for at lrast 5 years or if any entity was formed later. from the date offormation of such eniit< With the-exception of a few entities. Mark Hollinger becarnr a director of most ofthe entities August 31.2006.

21 SCHEDI.I.E4 R‘WONSE OF DISCOVERYHOLDIN CO\]p..\xY (ISFORMATIOX PROVIDED BY DISCO~ERYCO\IMI’NIC.ATIONS LLC)

Discoverv Emolovees Biographies

John S. Hendricks John S. Hendricks is the founder and chairman of Discovery Communications. the number-one nonfiction media company. Hendricks created the Discovery Channel in 1982 as the first cable network in the United States designed to provide high quality documentary programming enabling people to explore their world and satisfy their curiosity.

Hendricks has been the driving force behind Discovery’s dramatic bqowth including the expansion of Discovery Communications from its core property, the Discovery Channel, to current global operations in more than I70 countries and territories with over I .5 billion total subscribers. Under Hendricks’ leadership, Discovery’s stable of networks now encompass over 100 networks of distinctive programming represcnting 29 entertainment brands including TLC. Animal Planet, Discovery Health Channel and Discovery Kids. Discovery’s other properties include Discovery Education and Discovery Commerce, which operates more than 100 Discovery Channel Stores.

As one ofthe leading visionaries in the media industry, Hendricks has been honored with a Primetime Emmy Award and the Academy of Television Arts. & Sciences highest honor, the Governors Award, for conceiving the TLC series, Great Books. Hendricks was the first corporate leader to receive the National Education Association’s Friend of Education award for “innovations in education and technology and greatly expanding educational opportunity for America’s schoolchildren.” In 2003, Hendricks was inducted into the Cable Center Hall of Fame, which “honors men and women whose achievements have provided service to the cable industry and contributed significantly to cable’s growth and development and to the people, communities, and organizations served by cable TV.”

Hendricks serves on the board of directors ofa number of non-protit organizations including the United States Olympic Committee, the American Film Institute, and the James Madison Council of the Library of Congress. Hendricks also serves on the Advisory Board of Lowell Observatory and the University of Maryland College Park Foundation Board of Trustees.

Before 1982. Hendricks founded and servcd as president ofthe American Association of University Consultants (AAUC), a private consulting organization he founded which specialized in television distribution. marketing and fundraising for cducational progams and services. Hcndricks holds a B.A. in History (magna

REDACTED - FOR PUBLIC INSPECTION cum laudc. 1973) and an honorary doctorate (1991) from the Uni\crsity of Alahaina, Huntsville.

David Zaslavl David Zaslav is the President and Chief Executive Officer. Zaslav sets the strategy and oversees the operations of the world's leading nonfiction media company, with over 100 TV networks reaching more than 1.5 billion cumulative subscribers, new-media businesses that spread knowledge to schools and homes, and retail stores that showcase unique Discovery brands.

Zaslav joined Discovery in January 2007 after a distinguished career at NBC Universal, where he built the distribution base and operations ofa formidable array of cable and new-media operations.

As president of NBC Universal's Cable and Domestic TV and New Media Distribution, Zaslav oversaw content distribution to all forms of TV, led negotiations for cable and satellite camage of NBC Universal networks, and forged innovative new-media partnerships, including a pioneering video-on- demand deal with the leading cable operator, Comcast. Zaslav also brought films and TV shows to consumers through new paths including the Web, cell phones and other wireless devices.

Zaslav joined NBC in 1989 and was instrumental in developing and launching CNBC that same year. He played a key role in creating MSNBC in 1996. His responsibilities extended to Bravo, CNBC World, SCI FI, ShopNBC, Sleuth, Telemundo, Telemundo Puerto Rico, mun2, Trio, Universal HD, USA Network, NBC Weather Plus and the Olympics on cable.

Zaslav also oversaw NBC Universal's interests in A&E, The History Channel, The Biogaphy Channel, National Geographic International, the Sundance Channel and TiVo.

Zaslav serves on the boards of the National Cable & Telecommunications Association, the National Association of Television Program Executives, Cable Positive, The Cable Center, the Museum ofTeleLision and Radio. the Center for Communication, and TiVo. He was an adjunct professor at Fordhain Univcrsity, Lvhere he created and taught a graduatc-level course on the business of cable telek ision.

Before joining NBC, Zaslav was a corporate~entertainnientattorney with the New York firm of LeBouef, Lamb. Leihy & MacRae. He graduated with honors from Boston University School of Law. He is married and has three children.

Mark Hollinger

REDACTED - FOR PUBLIC JNSPECTION -7 >lark Hollingcr is the President. Global Business and OperJtions. Hollinger o\ersees DiscoLcry’s international busincsses, its retail stores and its Corportte Operations departments including corpurdte conmnn\c;lt\c\ns. corpo.cate iiiarketIng and mearch, administration. infirmation tec/ino/ogy and media services. He is also Discovery’s General Counsel, and in that role supervises the company’s legal, business affairs. production management. government affairs and standards and practices departments.

From 2003 to 2007, Hollinger was senior executive vice president, corporate operations and general counsel.

Hollinger joined Discovery in 1991 as vice president and deputy general counsel. In 1994, he was ntmed acting general manager for Discovery Channel Asia. Based in Hong Kong, he was responsible for overseeing and coordinating all activities related to the operation and launch of Discovery Channel Asia. In 1995, shortly after his return from Asia, Hollinger was appointed vice president, international business development in addition to his role as vice president, deputy general counsel. He became Discovery’s general counsel in 1996. He was given responsibility for Discovery’s business affairs group in 1996 and for the production management department in 1999. He was named EVP, Corporate Operations in 2001.

Before joining Discovery, Hollinger was a senior associate in the entertainment department ofthe law firm Paul, Weiss, Ritkind, Wharton & Garrison in New York City. He also lectured on entertainment law at Columbia Law School.

Hollinger received his J.D. from Yale Law School and holds a B.A. depe (summa cum laude) in history and political science from Colgate University.

Roger blillay2 Roger Millay is the Senior Executive Vice President and Chief Financial Officers. Millay is responsible for the global financial hnctions and strategies of Discovery Communications. He directs all accounting, treasury, budgeting, audit and tax activities, and is a key advisor on the overall strategic direction ofthe company.

Millay previously served as senior vice president and chief financial officer of .4irgas, Inc., the largest distributor of industrial, medical, and specialty gases and the third largest distributor of safety supplies in the United States. He was named Senior Financial Officer of the Year by Chemical Week.

Earlier, Millay was senior vice president and chief financial officer at Transport International Poolt a leasing and equipment management division of Gcncral Electric Capital Corporation. During his 17-year career at GE, Millay served in CFO roles at GE Capital Mexico and Colony Advisors. Inc.. a GE Capital joint wnture. Before joining GE in 1987, he held positions at Citicorp and Arthur Young & Company.

REDACTED - FOR PUBLIC INSPECTION 3 Steve Sidel Steve Sidel is the president of Discovery Education, a post to which he was named in '7006. Previously. Sidel was executive vice president of Discovery Education and before that he served as senior vice president, deputy general cotinsel and vice president. legal affairs. He joined Discovery Communimtions in I997 as director, legal affairs.

Ben Teicher Ben Teicher is chief financial officer for Animal Planet & Discovery Kids Media, a post to which he was named in June 2007. Previously, he served as senior vice president and chief financial officer for Discovery Communications' Education Division for three years. He remains an officer and director of some of the Education related entities.

Doug Coblens Doug Coblens is chief operating officer at Discovery Channel and The Science Channel, a post to which he was named in 2007. Previously, Coblens was cxecutive vice president for legal and business affairs. He joined Discovery in 1998 as vice president for legal affairs.

Clark Bunting I1 Clark Bunting I1 is the President of US Networks Production for Discovery Studios.

Henry Martinez Henry Martinez is the Executive Vice President:Managing Director-Latin Americdlberia.

I Not currently a director but may be appointed as a director shortly of some or all of the Discovery subsidiaries. ' Not currently a director but may be appointed os a director shotily of some or all ofthe Discovery subsidiaries.

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