Obligation DiscoveryCorp 4.875% ( US25470DAJ81 ) en USD

DiscoveryCorp

71.862 % ▼

Etas-Unis

US25470DAJ81 ( en USD )

4.875% par an ( paiement semestriel )

01/04/2043

Prospectus brochure de l'obligation Discovery Communications US25470DAJ81 en USD 4.875%, échéance 01/04/2043

2 000 USD

850 000 000 USD

25470DAJ8

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/10/2025 ( Dans 145 jours )

Discovery Communications était une société américaine de médias qui possédait et exploitait une vaste gamme de chaînes de télévision câblées, de services numériques et de studios de production, axée sur la programmation non-fictionnelle.

L'Obligation émise par DiscoveryCorp ( Etas-Unis ) , en USD, avec le code ISIN US25470DAJ81, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2043

L'Obligation émise par DiscoveryCorp ( Etas-Unis ) , en USD, avec le code ISIN US25470DAJ81, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par DiscoveryCorp ( Etas-Unis ) , en USD, avec le code ISIN US25470DAJ81, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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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)
3.250% Senior Notes due 2023

$350,000,000

99.838%

$349,433,000

$47,663
Guarantee of 3.250% Senior Notes due 2023

--

--

--

-- (2)
4.875% Senior Notes due 2043

$850,000,000

99.888%

$849,048,000

$115,811
Guarantee of 4.875% Senior Notes due 2043

--

--

--

-- (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 guarantee.
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-182194

PROSPECTUS SUPPLEMENT
(to prospectus dated June 18, 2012)

$1,200,000,000
Discovery Communications, LLC
$350,000,000 3.250% Senior Notes due 2023
$850,000,000 4.875% Senior Notes due 2043
Unconditionally Guaranteed by
Discovery Communications, Inc.
We are offering $350,000,000 aggregate principal amount of 3.250% Senior Notes due 2023 (the "2023 notes") and $850,000,000 aggregate principal
amount of 4.875% Senior Notes due 2043 (the "2043 notes" and together with the 2023 notes, the "senior notes"). The 2023 notes wil bear interest at
the rate of 3.250% per year and the 2043 notes wil bear interest at the rate of 4.875% per year. Interest on the 2023 notes is payable on April 1 and
October 1 of each year, beginning on October 1, 2013. Interest on the 2043 notes is payable on April 1 and October 1 of each year, beginning on
October 1, 2013. The 2023 notes wil mature on April 1, 2023 and the 2043 notes wil mature on April 1, 2043.
We may redeem the 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 wil be unsecured and wil rank equally with all our other unsecured senior indebtedness. The senior notes will be fully and
unconditional y guaranteed on an unsecured and unsubordinated basis by Discovery Communications, Inc., our indirect parent company. The guarantee
wil rank equal y with all other unsecured senior indebtedness of Discovery Communications, Inc.
Investing in the senior notes involves risk. See "Risk factors" beginning on page S-7.
Neither the 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.

Price to
Underwriting
Proceeds,
public(1)
discounts
before
and
expenses

commissions

Per 2023 Note

99.838%

0.650%

99.188%
Total

$349,433,000
$
2,275,000
$347,158,000
Per 2043 Note

99.888%

0.875%

99.013%
Total

$ 849,048,000
$
7,437,500
$841,610,500
(1)
Plus accrued interest, if any, from the date of original issuance.
The senior notes wil not be listed on any securities exchange.
The underwriters expect to deliver the senior notes on or about March 19, 2013 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 Book-Running Managers

J.P. Morgan

BofA Merrill Lynch

Credit Suisse
Citigroup

RBS
Co-Managers

BNP PARIBAS
Morgan Stanley
RBC Capital Markets

Scotiabank

Credit Agricole CIB
Goldman, Sachs & Co.
SunTrust Robinson Humphrey
Wells Fargo Securities
March 12, 2013
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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

S-iii
Forward-looking statements

S-iv
Summary

S-1

Risk factors

S-7

Ratio of earnings to fixed charges

S-10
Use of proceeds

S-11
Capitalization

S-12
Description of senior notes

S-13
Material U.S. federal tax considerations

S-25
Underwriting

S-31
Legal matters

S-34
Experts

S-34
Prospectus

Page
About this prospectus

1

Where you can find more information

2

Incorporation by reference

2

Forward-looking statements

3

About the registrants

5

Selected financial data

7

Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends

8

Use of proceeds

9

Description of debt securities

10
Description of common stock

19
Description of preferred stock

28
Description of depositary shares

36
Description of stock purchase contracts and stock purchase units

39
Description of warrants

40
Forms of securities

41
Plan of distribution

43
Legal matters

45
Experts

46

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About this prospectus supplement
This prospectus supplement relates to a prospectus which is part of a registration statement on Form S-3 that we filed with the Securities and
Exchange Commission, or SEC, utilizing a "shelf" registration process. Under this shelf registration process, we may sel 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. General y, 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 or the accompanying prospectus, the terms
"we," "our," "us," and "DCL" refer to Discovery Communications, LLC; the terms "Discovery" and "the Guarantor" refer to Discovery Communications,
Inc., together with its subsidiaries (unless the context requires otherwise); and the term "DCH" refers to Discovery Communications Holding, LLC.
References in this prospectus supplement to "U.S. dol ars," "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.

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Where you can find more information
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. Discovery's website is not a part of this prospectus supplement or the accompanying
prospectus. You may also read and copy any document Discovery files at the SEC's public reference room, 100 F Street, N.E., Washington, D.C.
20549. Please cal the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.
The SEC al ows Discovery to incorporate by reference the information Discovery files with the SEC into this prospectus supplement and the
accompanying prospectus, which means that Discovery can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and information that Discovery
files later with the SEC wil automatical y update and supersede the previously filed information. Discovery incorporates by reference the documents
listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 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, 2012, filed on February 14, 2013, as amended by Amendment No. 1 on
Form 10-K/A, filed on February 19, 2013 (collectively, the "2012 Annual Report");
· The information included in the Proxy Statement for the 2012 Annual Meeting of Stockholders, filed on March 30, 2012, to the extent incorporated
by reference into Part III of the Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed on February 17, 2012; and
· Current Reports on Form 8-K, filed on January 9, 2012, June 1, 2012, August 23, 2012, November 13, 2012 (relating to Item 5.02), December 5,
2012, March 8, 2013, March 11, 2013 and March 12, 2013.
You may request a copy of these filings, at no cost, by writing or telephoning Discovery at the fol owing address:
Discovery Communications, Inc.
One Discovery Place
Silver Spring, Maryland 20910
(240) 662-2000
Attn: Investor Relations
Exhibits to the filings wil not be sent, however, unless those exhibits have specifical y been incorporated by reference into such document.

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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 words 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 wil result or be accomplished. The
fol owing is a list of some, but not al , of the factors that could cause actual results or events to differ material y from those anticipated:
· the inability of advertisers or affiliates to remit payment to Discovery in a timely manner or at al;
· general economic and business conditions;
· industry trends, including the timing of, and spending on, feature film, television and television commercial production;
· spending on domestic and foreign television advertising;
· market demand for foreign first-run and existing content libraries;
· the regulatory and competitive environment of the industries in which Discovery, and the entities in which it has interests, operate;
· continued consolidation of broadband distribution and production companies;
· uncertainties inherent in the development of new business lines and business strategies;
· uncertainties regarding the financial performance of Discovery's equity method investees;
· integration of acquired businesses;
· uncertainties associated with product and service development and market acceptance, including the development and provision of programming
for new television and telecommunications technologies;
· changes in the distribution and viewing of television programming, including the expanded deployment of personal video recorders, video on
demand, internet protocol television, mobile personal devices and personal tablets and their impact on television advertising revenue;
· rapid technological changes;
· future financial performance, including availability, terms, and deployment of capital;
· fluctuations in foreign currency exchange rates and political unrest in international markets;
· the ability of suppliers and vendors to deliver products, equipment, software, and services;

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·
the outcome of any pending or threatened litigation;
· availability of qualified personnel;
· 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 Discovery's corporate structure;
· changes in the nature of key strategic relationships with partners and equity method investee partners;
· competitor responses to Discovery's products and services and the products and services of the entities in which it has interests;
· threatened terrorist attacks and military action;
· reduced access to capital markets or significant increases in costs to borrow;
· a failure to secure affiliate agreements or renewal of such agreements on less favorable terms; and
· a reduction of advertising revenue associated with unexpected reductions in the number of subscribers.
For additional risk factors, refer to Item 1A, "Risk Factors" in the 2012 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.

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Summary
The following summary highlights information contained elsewhere in this prospectus supplement. It may not contain all of the information that
you should consider before investing in the senior notes. For a more complete discussion of the information you should consider before
investing in the senior notes, you should carefully read this entire prospectus supplement and the accompanying prospectus and the documents
incorporated by reference herein.
Discovery Communications, Inc.
Business overview
Discovery is a global media company that provides content across multiple distribution platforms, including digital distribution arrangements,
throughout the world. As one of the world's largest nonfiction media companies, Discovery provides original and purchased content to more than
1.9 bil ion cumulative subscribers worldwide through networks that it wholly or partial y owns. Discovery distributes customized content in the U.S.
and over 200 other countries and territories in over 40 languages. Discovery's global portfolio of networks includes prominent television brands
such as Discovery Channel, one of the first nonfiction networks and Discovery's most widely distributed global brand, TLC and Animal Planet.
Discovery also has a diversified portfolio of websites and develops and sel s curriculum-based education products and services.
Discovery's objectives are to invest in content for its networks to build viewership, optimize distribution revenue, capture advertising sales, and
create or reposition additional branded channels and businesses that can sustain long-term growth and occupy a desired content niche with strong
consumer appeal. Discovery's strategy is to maximize the distribution, ratings and profit potential of each of Discovery's branded networks. In
addition to growing distribution and advertising revenue for its branded networks, Discovery is extending content distribution across new platforms,
including brand-aligned websites, on-line streaming, mobile devices, video on demand and broadband channels, which provide promotional
platforms for Discovery's 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 satel ite operators, and other
content distributors who deliver Discovery's content to their customers.
Discovery's content spans genres including science, exploration, survival, natural history, technology, docu-series, anthropology, paleontology,
history, space, archeology, health and wel ness, engineering, adventure, lifestyles, forensics, civilizations, current events and kids. Discovery has an
extensive library of content and owns all or most rights to the majority of its content and footage, which enables Discovery to exploit its library to
launch brands and services into new markets quickly. Discovery's 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. Substantial y al of Discovery's content is produced in high definition format.
Company history
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 for
interests in Discovery (the "Discovery Formation"). As a result of the Discovery Formation, Discovery became the successor reporting entity to
DHC under the Exchange Act.
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.

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Discovery Communications, LLC
DCL is an indirect, wholly-owned subsidiary of Discovery. Substantial y all of the operations of Discovery are conducted through DCL. DCL was
converted into a Delaware limited liability company on May 14, 2007.
DCL and Discovery's principal executive offices are located at One Discovery Place, Silver Spring, Maryland 20910, and the telephone number is
(240) 662-2000.

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Organizational structure
The fol owing diagram il ustrates, at a summary level, the ownership interests among Discovery, DCH, DCL and Advance/Newhouse subsequent to
the Discovery Formation, as wel as the material debt obligations of DCL and DCH as of December 31, 2012. As of December 31, 2012,
Discovery's only outstanding indebtedness consisted of its guarantees of $5.2 bil ion aggregate principal amount of DCL's senior notes. The
diagram is in general terms and does not include intermediate subsidiaries.

*
Advance/Newhouse and its affiliates have a 32.12% beneficial ownership interest in Discovery, after giving effect to the previously announced
repurchase by Discovery from an affiliate of Advance/Newhouse of 4,000,000 shares of Discovery's Series C convertible preferred stock.
Advance/Newhouse and its affiliates own all of the outstanding shares of Discovery's preferred stock, which votes with Discovery's common
stock on an as-converted basis, except for the election of common stock directors.
Risk factors
An investment in the senior notes involves risk. Before investing in the senior notes, you should careful y consider the risks described in "Risk
factors" in this prospectus supplement, as wel 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 2012 Annual Report. before making an investment
decision.

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