Obligation DiscoveryCorp 4.375% ( US25470DAE94 ) en USD

DiscoveryCorp

100 % ▼

Etas-Unis

US25470DAE94 ( en USD )

4.375% par an ( paiement semestriel )

15/06/2021 - Obligation échue

Prospectus brochure de l'obligation Discovery Communications US25470DAE94 en USD 4.375%, échue

2 000 USD

650 000 000 USD

25470DAE9

N/A

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 US25470DAE94, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2021

Prospectus Supplement -- Form 424(b)(5)
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424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT -- FORM 424(B)(5)
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Price Per Unit
Offering Price
Fee(1)
4.375% Senior Notes due 2021

$650,000,000
99.377%
$645,950,500
$ 74,995
Guarantee of 4.375% Senior Notes due 2021
--
--

--
-- (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 Statement No. 333-160043
PROSPECTUS SUPPLEMENT
(to prospectus dated June 17, 2009)

$650,000,000
Discovery Communications, LLC
4.375% Senior Notes due 2021
Unconditionally Guaranteed by
Discovery Communications, Inc.
We are offering $650,000,000 aggregate principal amount of 4.375% Senior Notes due 2021 (the "senior notes").
The senior notes will bear interest at the rate of 4.375% per year. Interest on the senior notes is payable on June
15 and December 15 of each year, beginning on December 15, 2011. The senior notes will mature on June 15,
2021.
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 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
Communications, Inc., our indirect parent company. The guarantee will rank equally with all other unsecured
senior indebtedness of Discovery Communications, Inc.
Investing in the senior notes involves risks. 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.

Underwriting discounts
Proceeds, before

Price to public(1)
and commissions

expenses
Per Senior Note

99.377%
0.650%
98.727%
Total

$645,950,500
$
4,225,000
$641,725,500

(1) Plus any 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 June 20, 2011 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

Citi
Credit Suisse
BofA Merrill Lynch
RBS
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Co-Managers

RBC Capital
BNP PARIBAS Credit Agricole CIB Goldman, Sachs & Co. Morgan Stanley Markets
Scotia Capital

SunTrust Robinson Humphrey

Wells Fargo Securities

June 13, 2011
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You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any free writing prospectus we provide to you. We have
not, and the underwriters have not, authorized any other person to provide you with different or additional
information. If anyone provides you with different or inconsistent information, you should not rely on it.
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

ii
Where you can find more information

iii
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
Certain material U.S. federal tax considerations

S-26
Underwriting

S-32
Legal matters

S-35
Experts

S-35
Prospectus

Page
About this prospectus

1
Where you can find more information

1
Forward-looking statements

3
About the registrants

4
Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock
dividends

6
Use of proceeds

7
Description of debt securities

7
Description of common stock

16
Description of preferred stock

25
Description of depositary shares

33
Description of stock purchase contracts and stock purchase units

36
Description of warrants

37
Forms of securities

38
Plan of distribution

42
Legal matters

44
Experts

44
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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 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 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. 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.

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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 call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room.
The SEC allows 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 will automatically 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, 2010, filed on February 18, 2011
(including information specifically incorporated by reference from Discovery's Definitive Proxy Statement on
Schedule 14A filed on April 4, 2011);

· Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed on April 29, 2011; and

· Current Reports on Form 8-K filed on February 15, 2011, March 1, 2011, April 7, 2011, April 11, 2011, May 19,
2011, May 25, 2011 and June 13, 2011.
You may request a copy of these filings, at no cost, by writing or telephoning Discovery at the following address:
Discovery Communications, Inc.
One Discovery Place
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.

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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 leading nonfiction global media and entertainment company that provides programming across
multiple distribution platforms with over 120 television networks offering customized programming in 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,
Animal Planet, Science Channel and Investigation Discovery. Discovery's strategy is to optimize the
distribution, ratings and profit potential of each of its branded channels. Discovery also has interests in OWN:
Oprah Winfrey Network and The Hub, which are networks operated as 50-50 ventures. Additionally,
Discovery owns and operates a diversified portfolio of websites and other digital services and develops and
sells curriculum-based products and services and post-production audio services.
Discovery manages and reports its operations in three segments: U.S. Networks, consisting principally of
domestic cable and satellite television network programming, websites and other digital media services;
International Networks, consisting primarily of international cable and satellite television network programming
and websites; and Education and Other, consisting principally of curriculum-based product and service
offerings and post-production audio services. Effective January 1, 2010, Discovery realigned its commerce
business, which sells and licenses Discovery branded merchandise, from the Commerce, Education, and
Other reporting segment into the U.S. Networks reporting segment in order to better align the management of
its online properties. In connection with this realignment, Discovery changed the name of its Commerce,
Education, and Other reporting segment to Education and Other. The financial information for periods prior to
2010 included or incorporated by reference in this prospectus supplement has been recast to reflect the
realignment.
Discovery's content spans genres including science, exploration, survival, natural history, sustainability of the
environment, technology, docu-series, anthropology, paleontology, history, space, archaeology, health and
wellness, engineering, adventure, lifestyles and current events. A significant portion of programming tends to
be culturally neutral and maintains its relevance for an extended period of time. As a result, a significant
amount of Discovery's content translates well across international borders and is made even more accessible
through extensive use of dubbing and subtitles in local languages, as well as the creation of local
programming tailored to individual market preferences.
Discovery's media content is designed to target key audience demographics and the popularity of Discovery's
programming creates a reason for advertisers to purchase commercial time on Discovery's channels.
Audience ratings are a key driver in generating advertising revenue and

S-1
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creating demand on the part of cable television operators, direct-to-home or "DTH" satellite operators and
other content distributors to deliver Discovery's programming to their customers.
In addition to growing distribution and advertising revenue for Discovery's branded networks, Discovery is
focused on extending content distribution across new distribution platforms, including brand-aligned,
websites, mobile devices, video-on-demand and broadband channels, which provide promotional platforms
for Discovery's television programming and serve as additional outlets for advertising and affiliate sales.
Recent developments
HUB LLC agreement amendment
In May 2011, DCL amended its agreement with Hasbro, Inc. regarding The HUB to revise the license fees
paid by The HUB for animated programs. This amendment creates a trigger event for purposes of intangible
asset and goodwill impairment testing. The HUB's management is in the process of conducting a fair value
analysis to support goodwill impairment testing, however the assessment is not complete and no
determinations have been made. We currently expect that the evaluation will be completed during the third
quarter of 2011.
Stock repurchase program
From April 1, 2011 through June 10, 2011, Discovery repurchased 3.9 million shares of its Series C common
stock for approximately $147 million.
As of June 10, 2011, Discovery had repurchased 11.6 million shares of Series C common stock under its $1.0
billion stock repurchase plan at an aggregate price of approximately $419 million. Under the stock repurchase
program, management is authorized to purchase shares from time to time through open market purchases at
prevailing prices or in privately negotiated transactions, subject to market conditions and other factors.
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 with and into Discovery (the
"Newhouse Transaction"). As a result of the Newhouse Transaction, 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.
Discovery Communications, LLC
DCL is an indirect wholly-owned subsidiary of Discovery. Substantially 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 following diagram illustrates, at a summary level, the ownership interests among Discovery, DCH, DCL
and Advance/Newhouse subsequent to the Newhouse Transaction, as well as the material debt obligations of
DCL and DCH as of March 31, 2011. As of March 31, 2011, Discovery's indebtedness outstanding consisted
only of its guarantee of $3.5 billion aggregate principal amount of DCL's senior notes. The diagram is in
general terms and does not include intermediate subsidiaries.

* Advance/Newhouse has a 31.45% interest in Discovery through its ownership 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 certain risks. 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 before making an investment
decision.

S-3
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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
Guarantor
Discovery Communications, Inc.
Securities offered
$650,000,000 in aggregate principal amount of 4.375% Senior Notes due 2021.

Stated maturity date
The senior notes will mature on June 15, 2021.

Interest rate
The senior notes will bear interest at the rate of 4.375% per annum, accruing
from June 20, 2011.
Interest payment dates Interest on the senior notes will be paid on June 15 and December 15 of each
year to the holders of record on June 1 and December 1, respectively. The first
interest payment on the senior notes will be made on December 15, 2011 to
holders of record on December 1, 2011.

Ranking of the senior
The senior notes will be DCL's unsecured senior obligations and will rank
notes
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 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. The senior notes will be senior in right of payment to all
future subordinated indebtedness of DCL.

As of March 31, 2011, on a pro forma basis after giving effect to the offering of
the senior notes and the application of the estimated proceeds therefrom:

· DCL would have had approximately $4.2 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 $94 million in aggregate

principal amount of indebtedness outstanding. The senior notes would have
been effectively subordinated to the indebtedness of DCL's subsidiaries.

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 Guarantor.

S-4
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