Bond DiscoveryCorp 4.125% ( US25470DBF50 ) in USD

DiscoveryCorp

100 % ▲

United States

US25470DBF50 ( in USD )

4.125% per year ( payment 2 times a year)

15/05/2029

Prospectus brochure of the bond Discovery Communications US25470DBF50 en USD 4.125%, maturity 15/05/2029

2 000 USD

750 000 000 USD

25470DBF5

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/05/2025 ( In 6 days )

Discovery Communications was an American global media company that owned and operated a portfolio of non-fiction television networks and digital services, including Discovery Channel, Animal Planet, and TLC.

The Bond issued by DiscoveryCorp ( United States ) , in USD, with the ISIN code US25470DBF50, pays a coupon of 4.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/05/2029

The Bond issued by DiscoveryCorp ( United States ) , in USD, with the ISIN code US25470DBF50, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by DiscoveryCorp ( United States ) , in USD, with the ISIN code US25470DBF50, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d701676d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231160
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount of
Title of Each Class of
Amount to be
Offering
Aggregate
Registration
Securities Offered

Registered

Price Per Unit

Offering Price

Fee(1)
4.125% Senior Notes due 2029

$750,000,000

99.830%

$748,725,000

$90,746
Guarantees of 4.125% Senior Notes due 2029

--

--

--

--(2)
5.300% Senior Notes due 2049

$750,000,000

99.392%

$745,440,000

$90,348
Guarantees of 5.300% Senior Notes due 2049

--

--

--

--(2)

(1)
The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
Table of Contents

Prospectus supplement
(to prospectus dated May 1, 2019)

Discovery Communications, LLC
$750,000,000 4.125% Senior Notes due 2029
$750,000,000 5.300% Senior Notes due 2049
Unconditionally Guaranteed by
Discovery, Inc.

We are offering $750,000,000 aggregate principal amount of 4.125% Senior Notes due 2029 (the "2029 notes") and $750,000,000 aggregate principal amount of
5.300% Senior Notes due 2049 (the "2049 notes" and together with the 2029 notes, the "senior notes"). The 2029 notes will bear interest at the rate of 4.125% per year.
Interest on the 2029 notes is payable on May 15 and November 15 of each year, beginning on November 15, 2019. The 2029 notes will mature on May 15, 2029. The
2049 notes will bear interest at the rate of 5.300% per year. Interest on the 2049 notes is payable on May 15 and November 15 of each year, beginning on
November 15, 2019. The 2049 notes will mature on May 15, 2049.
We may redeem either series of senior notes in whole or in part at any time prior to their maturity at the redemption prices described in this prospectus
supplement. If a Change of Control Triggering Event (as defined herein) occurs, we must offer to repurchase the senior notes at a redemption price equal to 101% of
the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.
The senior notes will be unsecured and will rank equally with all our other unsecured senior indebtedness. The senior notes will be fully and unconditionally
guaranteed on an unsecured and unsubordinated basis by Discovery, Inc., our indirect parent company, by Scripps Networks Interactive, Inc., a subsidiary of Discovery,
Inc., that guarantees our obligations under our revolving credit facility (as defined herein) and by all of Discovery, Inc.'s future domestic subsidiaries that guarantee our
obligations under our revolving credit facility. Each guarantee will rank equally with all other unsecured senior indebtedness of Discovery, Inc., Scripps Networks
Interactive, Inc. and any other subsidiary guarantor, as applicable. The senior notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.

Investing in the senior notes involves risks. See "Risk factors" beginning on page S-9 of this prospectus supplement and
the risks discussed in the documents we file with the U.S. Securities and Exchange Commission and that are incorporated by
reference herein.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Price to
Underwriting
Proceeds, before

public(1)

discounts

expenses

Per 2029 note

99.830%

0.650%

99.180%
Total

$748,725,000
$4,875,000
$743,850,000
Per 2049 note

99.392%

0.875%

98.517%
Total

$745,440,000
$6,562,500
$738,877,500

(1) Plus accrued interest, if any, from the date of original issuance.
The senior notes will not be listed on any securities exchange.
The underwriters expect to deliver the senior notes on or about May 21, 2019, through the book entry system of The Depository Trust Company and its
participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V.
Joint Bookrunners

Barclays

J.P. Morgan

BNP PARIBAS

Mizuho Securities

RBC Capital Markets

BofA Merrill Lynch

Citigroup

Credit Suisse

Goldman Sachs & Co. LLC
Co-Managers

Deutsche Bank Securities

MUFG

Scotiabank
SunTrust Robinson Humphrey

Wells Fargo Securities

HSBC
May 16, 2019
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to
which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus or any free writing
prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed
since those dates.

Table of Contents
Prospectus supplement

Page
About this prospectus supplement
S-i
Where you can find more information and incorporation by reference
S-ii
Forward-looking statements
S-iii
Summary
S-1
Risk factors
S-9
Use of proceeds
S-13
Capitalization
S-14
Description of senior notes
S-16
Material U.S. federal tax considerations
S-30
Underwriting
S-35
Legal matters
S-40
Experts
S-40
Prospectus

Page
About this Prospectus

1
Where You Can Find More Information

2
Incorporation by Reference

3
Forward-Looking Statements

4
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About the Registrants

6
Use of Proceeds

8
Description of Debt Securities

9
Description of Common Stock

18
Description of Preferred Stock

24
Description of Depositary Shares

32
Description of Purchase Contracts and Purchase Units

35
Description of Warrants

36
Forms of Securities

37
Plan of Distribution

39
Legal Matters

42
Experts

42
Table of Contents
About this prospectus supplement
This prospectus supplement relates to a prospectus that is part of a registration statement on Form S-3 that we filed with the U.S. Securities and
Exchange Commission, or SEC, utilizing a "shelf" registration process. Under this shelf registration process, we may sell debt securities described in the
accompanying prospectus in one or more offerings. The accompanying prospectus provides you with a general description of the debt securities we may
offer. This prospectus supplement contains specific information about the terms of this offering. This prospectus supplement may add, update or change
information contained in the accompanying prospectus. To the extent that information in this prospectus supplement is inconsistent with information in the
accompanying prospectus, the information in this prospectus supplement replaces the information in the accompanying prospectus and you should rely on
the information in this prospectus supplement. Generally, when we refer to the prospectus, we are referring to both parts of this document combined.
Except as the context otherwise requires, or as otherwise specified or used in this prospectus supplement, the terms "we," "our," "us," "the Issuer"
and "DCL" refer to Discovery Communications, LLC together with its subsidiaries (unless the context requires otherwise); the terms "Discovery" and "the
Parent Guarantor" refer to Discovery, Inc., together with its subsidiaries (unless the context requires otherwise); the term "DCH" refers to Discovery
Communications Holding, LLC; and the term "Scripps" refers to Scripps Networks Interactive, Inc. References to "Advance/Newhouse" refer to
Advance/Newhouse Programming Partnership. References in this prospectus supplement to "U.S. dollars," "U.S. $" or "$" are to the currency of the United
States of America.
The distribution of this prospectus supplement and the accompanying prospectus and the offering and sale of the senior notes in certain jurisdictions
may be restricted by law. Persons who come into possession of this prospectus supplement and the accompanying prospectus should inform themselves
about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection
with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You
should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the purchase of the senior
notes. We are not making any representation to you regarding the legality of an investment in the senior notes by you under applicable investment or
similar laws.
You should read and consider all information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
before making your investment decision.

S-i
Table of Contents
Where you can find more information and incorporation by reference
Discovery files annual, quarterly and current reports, proxy statements and other information with the SEC. Its SEC filings are available to the public
over the Internet at the SEC's website at http://www.sec.gov. Copies of certain information filed by Discovery with the SEC are also available on its
website at http://www.discoverycommunications.com. The website is not a part of this prospectus supplement or the accompanying prospectus.
The SEC allows Discovery to incorporate by reference much of the information Discovery files with the SEC, which means that Discovery can
disclose important information to you by referring you to those publicly available documents.
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Discovery incorporates by reference in this prospectus supplement and the accompanying prospectus the documents listed below, and any future
filings made with the SEC under Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than
any portions of the respective filings that were furnished, under applicable SEC rules, rather than filed, until the completion of the offering of the senior
notes:

· Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on March 1, 2019 (the "2018 Discovery Annual Report");

· The information included in the Proxy Statement for the 2019 Annual Meeting of Stockholders, filed on March 22, 2019, to the extent

incorporated by reference into Part III of the 2018 Discovery Annual Report;

· Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, filed on May 2, 2019;

· Current Reports on Form 8-K, filed on January 7, 2019, February 5, 2019, February 20, 2019, March 4, 2019, March 12, 2019, May 1, 2019,

May 2, 2019 (Item 8.01 only) and May 10, 2019; and

· Audited consolidated balance sheets of Scripps Networks Interactive, Inc. and subsidiaries as of December 31, 2017 and 2016, the related
consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period

ended December 31, 2017, and related notes, filed as Exhibit 99.1 of the Current Report on Form 8-K/A of Discovery, Inc., filed on May 22,
2018.
The financial statements included in the 2018 Discovery Annual Report and other SEC filings, which are incorporated into this prospectus
supplement and the accompanying prospectus, have been prepared on a consolidated basis and include certain financial information related to the Issuer.
DCL does not produce its own separately audited standalone or consolidated financial statements (see Note 25 (Condensed Consolidating Financial
Information) to the Parent Guarantor's consolidated financial statements incorporated in this prospectus supplement by reference to the 2018 Discovery
Annual Report). You may request a copy of these filings, at no cost, by writing or telephoning Discovery at the following address or telephone number:
Discovery, Inc.
8403 Colesville Road
Silver Spring, Maryland 20910
(240) 662-2000
Attn: Investor Relations
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into such document. Any
statement contained in this prospectus supplement or the accompanying prospectus or in any document incorporated by reference in this prospectus
supplement will automatically update and, where applicable, supersede any earlier information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus.

S-ii
Table of Contents
Forward-looking statements
Certain statements in this prospectus supplement, the accompanying prospectus and any documents incorporated by reference herein or therein may
constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding
Discovery's business, marketing and operating strategies, integration of acquired businesses, new service offerings, financial prospects, and anticipated
sources and uses of capital. Words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," "believes," and terms of similar substance
used in connection with any discussion of future operating or financial performance identify forward-looking statements. Where, in any forward-looking
statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the expectation or belief will result or be accomplished. The following is a list of some, but not all, of
the factors that could cause actual results or events to differ materially from those anticipated:

· changes in the distribution and viewing of television programming, including the expanded deployment of personal video recorders,

subscription video on demand, internet protocol television, mobile personal devices and personal tablets and their impact on television
advertising revenue;

· continued consolidation of distribution customers and production studios;

· a failure to secure affiliate agreements or renewal of such agreements on less favorable terms;

· rapid technological changes;

· the inability of advertisers or affiliates to remit payment to us in a timely manner or at all;

· general economic and business conditions;

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· industry trends, including the timing of, and spending on, feature film, television and television commercial production;

· spending on domestic and foreign television advertising;

· disagreements with our distributors or other business partners over contract interpretation;

· fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from events, including

Brexit;

· market demand for foreign first-run and existing content libraries;

· the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate;

· uncertainties inherent in the development of new business lines and business strategies;

· uncertainties regarding the financial performance of our equity method investees;

· our ability to complete, integrate and obtain the anticipated benefits and synergies from our proposed business combinations and acquisitions,

including our acquisition of Scripps, on a timely basis or at all;

· uncertainties associated with product and service development and market acceptance, including the development and provision of

programming for new television and telecommunications technologies;

· future financial performance, including availability, terms, and deployment of capital;

· the ability of suppliers and vendors to deliver products, equipment, software, and services;

· our ability to achieve the efficiencies, savings and other benefits anticipated from our cost-reduction initiative;

· the outcome of any pending or threatened litigation;

· availability of qualified personnel;

S-iii
Table of Contents

· the possibility or duration of an industry-wide strike or other job action affecting a major entertainment industry union;

· changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal

Communications Commission and adverse outcomes from regulatory proceedings;

· changes in income taxes due to regulatory changes or changes in our corporate structure;

· changes in the nature of key strategic relationships with partners, distributors and equity method investee partners;

· competitor responses to our products and services and the products and services of the entities in which we have interests;

· threatened terrorist attacks and military action;

· our significant level of debt;

· reduced access to capital markets or significant increases in costs to borrow; and

· a reduction of advertising revenue associated with unexpected reductions in the number of subscribers.
You should read carefully the factors discussed under the heading "Risk factors" in this prospectus supplement and the documents incorporated by
reference in this prospectus supplement, including the risks and uncertainties discussed in "Item 1A. Risk Factors" of the 2018 Discovery Annual Report.
These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this prospectus supplement and we expressly
disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in
our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

S-iv
Table of Contents
Summary
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This summary highlights selected information contained elsewhere in this prospectus supplement or the documents incorporated by reference in
this prospectus supplement. Because this is only a summary, it does not contain all of the information that you should consider in making your
investment decision. You should read the following summary together with the entire prospectus supplement, including the more detailed information
regarding our company and the senior notes elsewhere in this prospectus supplement or the documents incorporated by reference in this prospectus
supplement. You should also carefully consider, among other things, the matters discussed in the sections entitled "Risk factors" in this prospectus
supplement or the documents incorporated by reference in this prospectus supplement, and the consolidated financial statements and the related notes
included elsewhere in this prospectus supplement, before deciding to invest in the senior notes.
Discovery, Inc.
Business overview
Discovery is a global media company that provides content across multiple distribution platforms, including linear platforms such as
pay-television ("pay-TV"), free-to-air and broadcast television, authenticated GO applications, digital distribution arrangements and content licensing
arrangements. As one of the world's largest pay-TV programmers, we provide original and purchased content and live events to approximately
4 billion cumulative subscribers and viewers worldwide through networks that we wholly or partially own. We distribute customized content in the
U.S. and over 220 other countries and territories in nearly 50 languages. Our global portfolio of networks includes prominent nonfiction television
brands such as Discovery Channel, our most widely distributed global brand, TLC, Animal Planet, Investigation Discovery, Science Channel, and
MotorTrend (previously known as Velocity domestically and currently known as Turbo internationally). As a result of the acquisition of Scripps, we
also added a portfolio of networks that include Food Network, HGTV, Travel Channel, and TVN, a Polish media company. Our portfolio also includes
Eurosport, a leading sports entertainment provider and broadcaster of the Olympic Games across Europe, as well as Discovery Kids, a leading
children's entertainment brand in Latin America. We participate in joint ventures including Group Nine Media, a digital media holding company
home to top digital brands including NowThis News, the Dodo, Thrillist, and Seeker. We operate production studios, and prior to the sale of our
Education Business on April 30, 2018, we sold curriculum-based education products and services.
Our objectives are to invest in high-quality content for our networks and brands to build viewership, optimize distribution revenue, capture
advertising sales, and create or reposition branded channels and businesses to sustain long-term growth and occupy a desired content niche with
strong consumer appeal. Our strategy is to maximize the distribution, ratings and profit potential of each of our branded networks. In addition to
growing distribution and advertising revenues for our branded networks, we have extended content distribution across new platforms, including
brand-aligned websites, online streaming, mobile devices, video on demand and broadband channels, which provide promotional platforms for our
television content and serve as additional outlets for advertising and distribution revenue. Audience ratings are a key driver in generating advertising
revenue and creating demand on the part of cable television operators, direct-to-home ("DTH") satellite operators, telecommunication service
providers, and other content distributors who deliver our content to their customers.
Our content spans genres including survival, exploration, sports, general entertainment, home, food and travel, heroes, adventure, crime and
investigation, health and kids. We have an extensive library of content and own most rights to our content and footage, which enables us to leverage
our library to quickly launch brands and services into new markets and on new platforms. Our content can be re-edited and updated in a cost-effective
manner to provide topical versions of subject matter that can be utilized around the world on a variety of platforms.

S-1
Table of Contents
Although Discovery utilizes certain brands and content globally, we classify our operations in two reportable segments: U.S. Networks,
consisting principally of domestic television networks and digital content services, and International Networks, consisting primarily of international
television networks and digital content services. In addition, Education and Other consists principally of a production studio, and prior to the sale of
the Education Business on April 30, 2018, also included curriculum-based product and service offerings. Our segment presentation aligns with our
management structure and the financial information management uses to make decisions about operating matters, such as the allocation of resources
and business performance assessments.
Discovery has three series of common stock, Series A, Series B and Series C, which trade on the Nasdaq Global Select Market under the
symbols DISCA, DISCB and DISCK, respectively.
Discovery Inc.
Discovery became a public company on September 17, 2008 in connection with Discovery Holding Company ("DHC") and Advance/Newhouse
Programming Partnership ("Advance/Newhouse") combining their respective ownership interests in DCH and exchanging those interests with and
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into Discovery (the "Discovery Formation"). DCH owned and operated various television networks, website properties and other digital media
services throughout the world and sold curriculum-based education products and services. As a result of the Discovery Formation, DHC and DCH
became wholly-owned subsidiaries of Discovery, with Discovery becoming the successor reporting entity to DHC under the Exchange Act. We were
incorporated in Delaware on April 28, 2008.
Discovery's principal executive offices are located at 8403 Colesville Road, Silver Spring, MD 20190, and the telephone number is (240)
662-2000.
Discovery Communications, LLC
DCL is an indirect, wholly owned subsidiary of Discovery. A substantial portion of the operations of Discovery are conducted through DCL.
DCL was converted into a Delaware limited liability company on May 14, 2007. Its principal executive offices are located at 8403 Colesville Road,
Silver Spring, MD 20910, and its telephone number is (240) 662-2000.
Scripps Networks Interactive, Inc.
Scripps is a direct, wholly owned subsidiary of Discovery. A substantial portion of the operations of Discovery are conducted through Scripps.
Its principal executive offices are located at 8403 Colesville Road, Silver Spring, MD 20910, and its telephone number is (240) 662-2000.

S-2
Table of Contents
Organizational structure
The following diagram illustrates, at a summary level, the ownership interests among Discovery, Scripps, DCH, DCL and Advance/Newhouse,
as well as the material debt obligations of Scripps and DCL, together with its subsidiaries, as of March 31, 2019. DCH has no material debt
obligations. As of March 31, 2019, Discovery's outstanding indebtedness consisted of its guarantees of approximately $16 billion aggregate principal
amount of DCL's senior debt securities and $225 million of borrowings under DCL's revolving credit facility. The diagram is in general terms and
does not include intermediate subsidiaries.

*
Advance/Newhouse and its affiliates have an approximately 26.3% beneficial ownership interest in Discovery through their ownership of
Discovery Series A-1 preferred stock, which votes with Discovery's Series A common stock on an as-converted basis, except for the election of
common stock directors, as to which Advance/Newhouse has the right to elect three of the directors of Discovery.
Risk factors
An investment in the senior notes involves risk. Before investing in the senior notes, you should carefully consider the risks described in "Risk
factors" in this prospectus supplement, as well as other information included or incorporated by reference into this prospectus supplement and the
accompanying prospectus, including the risk factors set forth in "Item 1A. Risk Factors" in the 2018 Discovery Annual Report before making an
investment decision.
Recent developments
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DCL intends to use the net proceeds of this offering to redeem any and all of our outstanding 2.750% Senior Notes due November 2019 (the
"2019 DCL Notes") and 5.050% Senior Notes due June 2020 (the "2020 Notes"), as well as Scripps' outstanding 2.750% Senior Notes due November
2019 (the "2019 Scripps Notes" and together with the 2019 DCL Notes, the "2019 Notes"), and to pay accrued and unpaid interest, premiums, fees
and expenses related to the redemptions. As of March 31, 2019, there was approximately $371 million aggregate principal amount of 2019 DCL Notes
outstanding, $789 million aggregate principal amount of 2020 Notes outstanding and $106 million aggregate principal amount of 2019 Scripps Notes
outstanding. This prospectus supplement and the accompanying prospectus do not constitute a notice of redemption with respect to the 2019 Notes or
the 2020 Notes.

S-3
Table of Contents
The offering
The following is a brief summary of certain terms of this offering. For a more complete description of the terms of the senior notes, see
"Description of senior notes" in this prospectus supplement and "Description of debt securities" in the accompanying prospectus.

Issuer
Discovery Communications, LLC

Parent Guarantor
Discovery, Inc.

Subsidiary Guarantors
Each domestic subsidiary of the Parent Guarantor that guarantees DCL's obligations under
our revolving credit facility. As of the date of issuance of the senior notes, the only
Subsidiary Guarantor will be Scripps.

Securities offered
$750,000,000 in aggregate principal amount of 4.125% Senior Notes due 2029.

$750,000,000 in aggregate principal amount of 5.300% Senior Notes due 2049.

Stated maturity date
The 2029 notes will mature on May 15, 2029. The 2049 notes will mature on May 15, 2049.

Interest rate
2029 notes: The 2029 notes will bear interest at the rate of 4.125% per annum, accruing from
May 21, 2019.

2049 notes: The 2049 notes will bear interest at the rate of 5.300% per annum, accruing from

May 21, 2019.

Interest payment dates
2029 notes: Interest on the 2029 notes will be paid on May 15 and November 15 of each year
to the holders of record on April 30 and October 31, respectively. The first interest payment
on the 2029 notes will be made on November 15, 2019 to holders of record on October 31,
2019.

2049 notes: Interest on the 2049 notes will be paid on May 15 and November 15 of each year
to the holders of record on April 30 and October 31, respectively. The first interest payment

on the 2049 notes will be made on November 15, 2019 to holders of record on
October 31, 2019.

Ranking of the senior notes
The senior notes will be DCL's unsecured senior obligations and will rank equally in right of
payment with DCL's existing and future unsecured and unsubordinated indebtedness. The
senior notes will be effectively subordinated to DCL's secured indebtedness (if any) to the
extent of the value of the assets securing that debt and effectively subordinated to any
indebtedness and other liabilities of DCL's subsidiaries to the extent such subsidiaries do not
guarantee the senior notes. The senior notes will be senior in right of payment to all future
subordinated indebtedness of DCL.

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S-4
Table of Contents
As of March 31, 2019, on a pro forma basis after giving effect to the offering of the senior

notes but before the application of the estimated proceeds therefrom:

· DCL would have had approximately $16 billion in aggregate principal amount of

indebtedness outstanding that would have ranked equally in right of payment with the
senior notes;

· DCL would have had no secured indebtedness outstanding; and

· DCL's subsidiaries would have had approximately $244 million in aggregate principal

amount of indebtedness outstanding, all of which would have been effectively senior to
the senior notes.

Parent Guarantee
All payments on the senior notes, including principal and interest (and premium, if any), will
be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the
Parent Guarantor (the "Parent Guarantee"). See "Description of senior notes--Guarantees--
Parent Guarantee."

The Parent Guarantee of the senior notes will rank equally in right of payment with all other
existing and future unsecured and unsubordinated indebtedness of the Parent Guarantor. The
Parent Guarantee will be effectively subordinated to the Parent Guarantor's secured

indebtedness to the extent of the value of the assets securing that debt and effectively
subordinated to any indebtedness and other liabilities of the Parent Guarantor's subsidiaries
to the extent such subsidiaries do not guarantee the senior notes.

As of March 31, 2019, on a pro forma basis after giving effect to the offering of the senior

notes but before the application of the estimated proceeds therefrom:

· the Parent Guarantor's outstanding indebtedness consisted of its guarantee of the senior
notes and its guarantees of approximately $16 billion aggregate principal amount of

DCL's senior debt securities and $225 million of borrowings under DCL's revolving
credit facility; and

· the Parent Guarantor's subsidiaries, other than DCL and Scripps, would have had
approximately $244 million in aggregate principal amount of indebtedness outstanding,

all of which would have been effectively senior to the Parent Guarantor's guarantee of
the senior notes.

Subsidiary Guarantees
All payments on the senior notes, including principal and interest (and premium, if any), will
be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by all of
the Parent Guarantor's domestic subsidiaries that guarantee DCL's obligations under our
revolving credit facility. Each such guarantee of the senior notes will rank equally in right of
payment with all other existing and future unsecured and unsubordinated indebtedness of
each such subsidiary

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guarantor. As of the date of issuance of the senior notes, the only Subsidiary Guarantor will
be Scripps. Each such guarantee will be effectively subordinated to each such subsidiary
guarantor's secured indebtedness (if any) to the extent of the value of the assets securing that
debt. See "Risk factors--DCL and Scripps conduct a substantial amount of their operations,
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and Discovery conducts all of its operations, through subsidiaries. DCL, Discovery and
Scripps may be limited in their ability to access funds from their subsidiaries to service their
debt, including the senior notes. In addition, the senior notes will not be guaranteed by the
subsidiaries of DCL or, except in certain circumstances, the subsidiaries of Discovery."

As of March 31, 2019, on a pro forma basis after giving effect to the offering of the senior

notes but before the application of the estimated proceeds therefrom:

· Scripps' outstanding indebtedness consisted of $243 million aggregate principal
amount of senior notes issued by Scripps prior to the acquisition of Scripps by
Discovery, including the 2019 Scripps Notes; its guarantees of the senior notes and

approximately $16 billion aggregate principal amount of DCL's outstanding senior debt
securities, including the 2019 DCL Notes and the 2020 Notes; and its guarantee of
$225 million of borrowings under DCL's revolving credit facility; and

· Scripps' subsidiaries would not have had any indebtedness outstanding.

Optional redemption
2029 notes: Prior to February 15, 2029, DCL may redeem the 2029 notes in whole or in part
at any time at the redemption prices described under "Description of senior notes--Optional
redemption," plus any accrued and unpaid interest.

On and after February 15, 2029, DCL may redeem the 2029 notes in whole or in part at any

time prior to their maturity at a redemption price equal to 100% of the principal amount, plus
any accrued and unpaid interest.

2049 notes: Prior to November 15, 2048, DCL may redeem the 2049 notes in whole or in

part at any time at the redemption prices described under "Description of senior notes--
Optional redemption," plus any accrued and unpaid interest.

On and after November 15, 2048, DCL may redeem the 2049 notes in whole or in part at any

time prior to their maturity at a redemption price equal to 100% of the principal amount, plus
any accrued and unpaid interest.

Change of control offer to repurchase
If a Change of Control Triggering Event (as defined herein) occurs, DCL must offer to
repurchase the senior notes at a redemption price

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equal to 101% of the principal amount, plus accrued and unpaid interest, as described under

"Description of senior notes--Change of control offer to repurchase."

Sinking fund
None.

Covenants
DCL will issue each series of the senior notes as a separate series of debt securities. Each
series of senior notes will be issued under the senior indenture, dated as of August 19, 2009
(the "senior indenture"), among DCL, the Parent Guarantor and U.S. Bank National
Association, as trustee, as supplemented by a supplemental indenture to be entered into by
DCL, the Parent Guarantor, Scripps and the trustee concurrently with the delivery of the
senior notes (the "seventeenth supplemental indenture" and, together with the senior
indenture, the "indenture"). The indenture restricts, among other things:

· DCL's ability to incur certain liens securing debt;

· DCL's ability to enter into sale and leaseback transactions; and

· the ability of DCL and Discovery to sell all or substantially all of their respective assets

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Document Outline

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