What changed in this filing

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Item 3. Legal Proceedings

2022-02-24 compared with 2021-02-22 · 46 added, 6 removed, 67 unchanged (44% of the section changed)

Legal Proceedings.

The Company is party to various lawsuits and claims in the ordinary course of business.

From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, vendors, other business partners or patent issues.

However, a determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgments about future events.

Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company's results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on our consolidated financial position, future results of operations or liquidity.

As of February 1, 2022, eight lawsuits have been filed by alleged Discovery stockholders against Discovery and the Discovery Board related to the proposed transaction to combine with WarnerMedia.

A complaint captioned Rahman v.

Discovery Inc.

et al., Case No.

1:21-cv-09785 (the “Rahman Complaint”), was filed in the United States District Court for the Southern District of New York on November 23, 2021.

A complaint captioned Chiao v.

Discovery Inc.

et al., Case No.

1:21-cv-10409, was filed in the United States District Court for the Southern District of New York on December 6, 2021.

A complaint captioned Whitfield v.

Discovery Inc.

et al., Case No.

1:21-cv-10514 (the “Whitfield Complaint”), was filed by Matthew Whitfield in the United States District Court for the Southern District of New York on December 8, 2021.

A complaint captioned Solakian v.

Discovery Inc.

et al., Case No.

1:21-cv-06806, was filed in the United States District Court for the Eastern District of New York on December 8, 2021.

A complaint captioned Finger v.

Discovery Inc.

et al., Case No.

2:21-cv-09799, was filed in the United States District Court for the Central District of California on December 20, 2021.

A complaint captioned Ciccotelli v.

Discovery Inc.

et al., Case No.

2:21-cv-05566, was filed in the United States District Court for the Eastern District of Pennsylvania on December 21, 2021.

A complaint captioned Kent v.

Discovery Inc.

et al., Case No.

1:22-cv-00033-UNA, was filed by Michael Kent in the United States District Court for the District of Delaware on January 7, 2022.

A complaint captioned Jones v.

Discovery Inc.

et al., Case No.

1:22-cv-00204, was filed by Brian Jones in the United States District Court for the Southern District of New York on January 10, 2022.

Each of the above complaints name as defendants Discovery and members of the Discovery Board.

The Whitfield Complaint and the Rahman Complaint also name as defendants AT&T and Merger Sub.

The Whitfield Complaint names Spinco as an additional defendant.

Each of the complaints alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder.

The complaints generally allege that the respective defendants filed a materially incomplete and misleading preliminary proxy statement with the SEC.

Each of the complaints seeks injunctive relief preventing the consummation of the proposed transaction to combine with WarnerMedia, damages and other relief.

Mine Safety Disclosures.

Not applicable.

Information about our Executive Officers

Pursuant to General Instruction G(3) to Form 10-K, the information regarding our executive officers required by Item 401(b) of Regulation S-K is hereby included in Part I of this report.

Executive Officers of Discovery, Inc.

Pursuant to General Instruction G(3) to Form 10-K, the information regarding our executive officers required by Item 401(b) of Regulation S-K is hereby included in Part I of this Annual Report on Form 10-K.

The following table sets forth the name and date of birth of each of our executive officers and the office held by such officer as of February 24, 2022.

5 unchanged sentences

Zaslav served as Executive Vice President of NBC, and President of NBC Cable, a division of NBC, from October 1999 to May 2006.

Zaslav is a member of the board of Sirius XM Radio Inc., Grupo Televisa S.A.B and LionsGate Entertainment Corp.

Zaslav is a member of the boards of Sirius XM Radio Inc.

and Grupo Televisa S.A.B.

Gunnar Wiedenfels

38 unchanged sentences

Leavy served as our Executive Vice President, Communications and Corporate Affairs and has served in a number of other roles at Discovery since joining in March 2000.

Name Position

Born August 23, 1963

7 unchanged sentences

(formerly SAIC, Inc.), a science, engineering and information technology company, from February 2013 to May 2015.

Name Position

Born May 21, 1970 Executive Vice President and General Counsel.

6 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 3. Legal Proceedings