Obligation DiscoveryCorp 3.8% ( US25470DAM11 ) en USD

DiscoveryCorp

100 % ▲

Etas-Unis

US25470DAM11 ( en USD )

3.8% par an ( paiement semestriel )

13/03/2024 - Obligation échue

Prospectus brochure de l'obligation Discovery Communications US25470DAM11 en USD 3.8%, échue

2 000 USD

450 000 000 USD

25470DAM1

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

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 US25470DAM11, paye un coupon de 3.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/03/2024

L'Obligation émise par DiscoveryCorp ( Etas-Unis ) , en USD, avec le code ISIN US25470DAM11, 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 US25470DAM11, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-205774
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)
3.800% Senior Notes due 2024

$450,000,000

99.811%

$449,149,500

$52,056.43
Guarantee of 3.800% Senior Notes due 2024

--

--

--

--(2)
4.900% Senior Notes due 2026

$200,000,000

105.038%

$210,076,000

$24,347.81
Guarantee of 4.900% Senior Notes due 2026

--

--

--

--(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.
Table of Contents
Prospectus supplement
(to prospectus dated July 21, 2015)

Discovery Communications, LLC
$450,000,000 3.800% Senior Notes due 2024
$200,000,000 4.900% Senior Notes due 2026
Unconditionally Guaranteed by Discovery Communications, Inc.

We are offering $450,000,000 aggregate principal amount of 3.800% Senior Notes due 2024 (the "2024 notes") and $200,000,000 aggregate principal amount
of 4.900% Senior Notes due 2026 (the "2026 notes" and, together with the 2024 notes, the "senior notes"). The 2024 notes will bear interest at the rate
of 3.800% per year. Interest on the 2024 notes is payable on March 13 and September 13 of each year, beginning on September 13, 2017. The 2024 notes will
mature on March 13, 2024. The 2026 notes will bear interest at the rate of 4.900% per year. Interest on the 2026 notes is payable on March 11 and
September 11 of each year, beginning on September 11, 2017. The 2026 notes will mature on March 11, 2026.
The 2026 notes offered hereby constitute a further issuance of the 4.900% Senior Notes due 2026, of which $500,000,000 aggregate principal amount was
issued on March 11, 2016 (the "existing 2026 notes"). The 2026 notes will form a single series with, and have the same terms, other than the initial offering
price, as the existing 2026 notes. Upon settlement, the 2026 notes will have the same CUSIP number and will trade interchangeably with the existing 2026
notes.
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 Communications, Inc., our indirect parent company. The guarantee will rank equally with
all other unsecured senior indebtedness of Discovery Communications, Inc. 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-8 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.
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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.

Underwriting
discounts
and
Proceeds, before

Price to public(1)(2)
commissions
expenses(2)

Per 2024 note

99.811%

0.625%

99.186%
Total

$
449,149,500
$ 2,812,500
$
446,337,000

Per 2026 note

105.038%

0.650%

104.388%
Total

$
210,076,000
$ 1,300,000
$
208,776,000

(1) Plus accrued interest, if any, from the date of original issuance in the case of the 2024 notes.
(2) Plus interest deemed to have accrued from March 11, 2017 to, but excluding, the settlement date in the case of the 2026 notes, totaling $54,444.44. Such accrued
interest must be paid by the purchasers of the 2026 notes.
The senior notes will not be listed on any securities exchange.
The underwriters expect to deliver the senior notes on or about March 13, 2017, 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

BofA Merrill Lynch

Citigroup

J.P. Morgan

RBC Capital Markets

BNP PARIBAS

Credit Suisse

Mizuho Securities
Co-Managers
Goldman, Sachs & Co.

Morgan Stanley
MUFG

Scotiabank

SunTrust Robinson Humphrey

Wells Fargo Securities
February 28, 2017
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
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-8
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Ratio of earnings to fixed charges
S-11
Use of proceeds
S-12
Capitalization
S-13
Description of senior notes
S-15
Material U.S. federal tax considerations
S-26
Underwriting
S-31
Legal matters
S-37
Experts
S-37
Prospectus

Page
About this Prospectus

1
Where You Can Find More Information

2
Incorporation by Reference

3
Forward-Looking Statements

4
About the Registrants

6
Consolidated 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 Purchase Contracts and Purchase Units

39
Description of Warrants

40
Forms of Securities

41
Plan of Distribution

43
Legal Matters

45
Experts

45
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 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 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 and
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references to "" and "euro" are to the single currency introduced at the third stage of the European Monetary Union pursuant to the Treaty
establishing the European Community, as amended.
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. 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 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, 2016, filed on February 14, 2017 (the "2016 Annual Report");

·
The information included in the Proxy Statement for the 2016 Annual Meeting of Stockholders, filed on March 30, 2016, to the extent
incorporated by reference into Part III of the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on
February 18, 2016; and

·
Current Reports on Form 8-K, filed on May 20, 2016, June 16, 2016, October 4, 2016 (Item 5.02 only), October 13, 2016 (second report filed
on such day), October 21, 2016 and January 23, 2017.
The financial statements included in the Guarantor's 2016 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 23 (Condensed Consolidating
Financial Information) to the Guarantor's consolidated financial statements incorporated in this prospectus by reference to the 2016 Annual
Report). 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
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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:

·
continued consolidation of distribution customers and production studios;

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

·
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;

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

·
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;

·
disagreements with Discovery's distributors 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 Discovery, and the entities in which it has interests, operate;

·
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;

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

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

·
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;

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Table of Contents
·
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, distributors and equity method investee partners;

·
competitor responses to Discovery's products and services and the products and services of the entities in which Discovery has interests;

·
threatened terrorist attacks and military action;

·
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.
For additional risk factors, refer to Item 1A, "Risk Factors" in the 2016 Annual Report, as well as "Risk factors" beginning on page S-8. 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
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 linear platforms, such as pay-TV,
free-to-air and broadcast television, and various digital distribution platforms around the world. Discovery also enters into content licensing
agreements. As one of the world's largest pay-TV programmers, Discovery provides original and purchased content and live events to more
than 2.8 billion cumulative viewers worldwide through networks that it wholly or partially owns. Discovery distributes customized content in
the U.S. and over 220 other countries and territories in over 40 languages. Discovery's global portfolio of networks includes prominent
nonfiction television brands such as Discovery Channel, Discovery's most widely distributed global brand, TLC, Animal Planet, Investigation
Discovery, Science and Velocity (known as Turbo outside of the U.S.). In addition to nonfiction brands, Discovery's portfolio includes
Eurosport, which Discovery acquired in 2014, and is a leading sports entertainment provider across Europe, as well as Discovery Kids, a
leading children's entertainment brand in Latin America. Discovery also operates a portfolio of websites, digital direct-to-consumer products,
production studios and curriculum-based education products and services.
Discovery's objective is to create and sustain content niches through branded channels and businesses with strong consumer appeal to build
viewership and engagement. Discovery's strategy is to maximize the long-term distribution, ratings and profit potential of each of its branded
networks. In addition to growing distribution and advertising revenues for our networks, Discovery has expanded its portfolio by investing in
new genres, namely sports with Eurosport and children's content with Discovery Kids, and in content distribution across platforms such as
brand-aligned websites, web-native networks, on-line streaming, mobile devices, video on demand and TV Everywhere products including its
GO portfolio of applications in the U.S. and Discovery Kids Play (known as Discovery K!ds Play!) in Latin America, 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
satellite operators, telecommunication service providers, and other content distributors who deliver Discovery's content to their customers.
Company history
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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.
DCL, DCH and Discovery's principal executive offices are located at One Discovery Place, Silver Spring, Maryland 20910, and the telephone
number is (240) 662-2000.

S-1
Table of Contents
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.
Organizational structure
The following diagram illustrates, at a summary level, the ownership interests among Discovery, DCH, DCL and Advance/Newhouse, as well
as the material debt obligations of DCL together with its subsidiaries as of December 31, 2016. DCH has no material debt obligations. As of
December 31, 2016, Discovery's outstanding indebtedness consisted of its guarantees of $7.241 billion aggregate principal amount of DCL's
senior notes, $48 million of DCL's outstanding commercial paper, $550 million of borrowings under DCL's revolving credit facility and
$151 million of capital leases. The diagram is in general terms and does not include intermediate subsidiaries.

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*
Advance/Newhouse and its affiliates have a 25% beneficial ownership interest in Discovery. 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.

S-2
Table of Contents
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 2016 Annual Report before making an
investment decision.
Recent developments
Concurrently with this offering, we are conducting a cash tender offer (the "tender offer") for up to $600 million aggregate principal amount
of our outstanding 5.050% Senior Notes due 2020 (the "2020 notes") and our 5.625% Senior Notes due 2019 (the "2019 notes" and together
with the 2020 notes, the "tender offer notes"). The tender offer is being made upon, and is subject to, the terms and conditions set forth in the
Offer to Purchase dated February 28, 2017 (the "offer to purchase"). The tender offer will expire at 11:59 p.m., New York City time, on
March 27, 2017 (the "expiration date"), unless we extend or earlier terminate the tender offer. Moreover, in the event the tender offer is fully
subscribed as of 5:00 p.m., New York City time, on March 13, 2017 (the "early tender deadline"), holders who validly tender their tender offer
notes after such time will not have any of their tender offer notes accepted for purchase.
The consideration paid in the tender offer for each series of tender offer notes that are validly tendered and accepted for purchase will be
determined in the manner described in the offer to purchase by reference to a fixed spread over the yield to maturity of the applicable U.S.
Treasury Security and in the offer to purchase (the "total consideration"). Holders of tender offer notes that are validly tendered and not
withdrawn at or prior to the early tender deadline and accepted for purchase will receive the applicable total consideration, which includes an
early tender premium of $30.00 per $1,000 principal amount of the tender offer notes accepted for purchase (the "early tender premium").
Holders of tender offer notes that are validly tendered and not withdrawn following the early tender deadline and on or prior to the expiration
date and accepted for purchase will only receive the applicable "tender offer consideration" per $1,000 principal amount of the tender offer
notes accepted for purchase, which is equal to the applicable total consideration minus the early tender premium. The total consideration will
be determined at 11:00 a.m., New York City time, on March 14, 2017, unless we extend the early tender deadline.
2020 notes validly tendered and not withdrawn on or before the early tender deadline will be accepted before any tendered 2019 notes, and all
2020 notes validly tendered after the early tender deadline will be accepted before any 2019 notes tendered after the early tender deadline.
However, if the tender offer is not fully subscribed as of the early tender deadline, 2019 Notes validly tendered and not withdrawn on or before
the early tender deadline will be accepted for purchase in priority to 2020 notes tendered after the early tender deadline.
This prospectus supplement is not an offer to purchase any of the 2020 notes or 2019 notes. Credit Suisse Securities (USA) LLC, J.P. Morgan
Securities LLC and RBC Capital Markets, LLC are acting as dealer managers for the tender offer.
We intend to fund the purchase of the 2020 notes and 2019 notes in the tender offer with the net proceeds from this offering. The closing of
the tender offer will be conditioned on, among other things, our having obtained aggregate gross proceeds from this offering of at least $650
million. This offering is not conditioned on the completion of the tender offer. See "Use of proceeds" and "Capitalization."
We are permitted, among other things, to amend, extend, terminate or withdraw the tender offer, and there can be no assurance that we will
consummate the tender offer. There can be no assurance as to the principal amount of 2020 notes or 2019 notes that will be tendered or
accepted for purchase pursuant to the tender offer and, as a result, the aggregate principal amount of 2020 notes and 2019 notes tendered and
accepted for purchase, and the cash consideration paid pursuant to the tender offer, may differ from the assumed amounts described above.

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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

Guarantor
Discovery Communications, Inc.

Securities offered
$450,000,000 in aggregate principal amount of 3.800% Senior Notes due 2024.

$200,000,000 in aggregate additional principal amount of 4.900% Senior Notes due

2026.

Stated maturity date
The 2024 notes will mature on March 13, 2024. The 2026 notes will mature on
March 11, 2026.

Interest rate
2024 notes: The 2024 notes will bear interest at the rate of 3.800% per annum, accruing
from March 13, 2017.

2026 notes: The 2026 notes will bear interest at the rate of 4.900% per annum, which

will be deemed to have accrued from March 11, 2017.

Interest payment date
2024 notes: Interest on the 2024 notes will be paid on March 13 and September 13 of
each year to the holders of record on February 26 and August 26, respectively. The first
interest payment on the 2024 notes will be made on September 13, 2017 to holders of
record on August 26, 2017.

2026 notes: Interest on the 2026 notes will be paid on March 11 and September 11 of
each year to the holders of record on February 25 and August 25, respectively. The first

interest payment on the 2026 notes will be made on September 11, 2017 to holders of
record on August 25, 2017.

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 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 December 31, 2016, 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 $8.084 billion in aggregate principal amount

of indebtedness outstanding, including the senior notes, all of which would have
ranked equally in right of payment;

S-4
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Table of Contents

·
DCL would have had no secured indebtedness outstanding; and

·
DCL's subsidiaries would have had approximately $556 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.

The guarantee of the senior notes will rank equally in right of payment with all other
existing and future unsecured and unsubordinated indebtedness of the Guarantor. The

guarantee will be effectively subordinated to the 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 Guarantor's subsidiaries.

As of December 31, 2016, 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 Guarantor's outstanding indebtedness consisted of its guarantees of $7.891
billion aggregate principal amount of DCL's senior debt securities, including the

senior notes, $48 million of DCL's outstanding commercial paper, $550 million of
borrowings under DCL's revolving credit facility, and $151 million of capital
leases; and

·
the Guarantor's subsidiaries, other than DCL, would have had approximately $556

million in aggregate principal amount of indebtedness outstanding, all of which
would have been effectively senior to the guarantee of the senior notes.

Optional redemption
2024 notes: Prior to January 13, 2024, DCL may redeem the 2024 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 January 13, 2024, DCL may redeem the 2024 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.

2026 notes: Prior to December 11, 2025, DCL may redeem the 2026 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 December 11, 2025, DCL may redeem the 2026 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.

S-5
Table of Contents
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 equal to 101% of the principal amount,
https://www.sec.gov/Archives/edgar/data/1437107/000119312517066232/d350375d424b5.htm[3/2/2017 1:12:53 PM]

Document Outline

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