|
|
|
|
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended March 31, 2016
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from
to
|
|
|
|
DELAWARE
|
20-3515052
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
|
|
|
|
|
|
Class of Stock
|
|
Shares Outstanding
as of April 15, 2016
|
|
Class A common stock, par value $0.001 per share
|
|
49,434,379
|
|
Class B common stock, par value $0.001 per share
|
|
346,608,679
|
|
|
|
|
Page
|
|
||
|
||
|
Consolidated Statements of Earnings for the quarter and six months ended March 31, 2016 and 2015
|
|
|
Consolidated Statements of Comprehensive Income for the quarter and six months ended March 31, 2016 and 2015
|
|
|
Consolidated Balance Sheets as of March 31, 2016 and September 30, 2015
|
|
|
Consolidated Statements of Cash Flows for the
six months ended March 31, 2016 and 2015
|
|
|
||
|
|
|
|
||
|
Quarter Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
(in millions, except per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
3,001
|
|
|
$
|
3,078
|
|
|
$
|
6,155
|
|
|
$
|
6,422
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Operating
|
1,654
|
|
|
2,056
|
|
|
3,247
|
|
|
3,679
|
|
||||
Selling, general and administrative
|
705
|
|
|
721
|
|
|
1,372
|
|
|
1,452
|
|
||||
Depreciation and amortization
|
56
|
|
|
57
|
|
|
111
|
|
|
112
|
|
||||
Restructuring
|
—
|
|
|
206
|
|
|
—
|
|
|
206
|
|
||||
Total expenses
|
2,415
|
|
|
3,040
|
|
|
4,730
|
|
|
5,449
|
|
||||
Operating income
|
586
|
|
|
38
|
|
|
1,425
|
|
|
973
|
|
||||
Interest expense, net
|
(155
|
)
|
|
(166
|
)
|
|
(310
|
)
|
|
(326
|
)
|
||||
Equity in net earnings of investee companies
|
35
|
|
|
42
|
|
|
66
|
|
|
75
|
|
||||
Other items, net
|
(6
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|
(30
|
)
|
||||
Earnings/(loss) before provision for income taxes
|
460
|
|
|
(98
|
)
|
|
1,177
|
|
|
692
|
|
||||
Provision for income taxes
|
(151
|
)
|
|
50
|
|
|
(407
|
)
|
|
(227
|
)
|
||||
Net earnings/(loss) (Viacom and noncontrolling interests)
|
309
|
|
|
(48
|
)
|
|
770
|
|
|
465
|
|
||||
Net earnings attributable to noncontrolling interests
|
(6
|
)
|
|
(5
|
)
|
|
(18
|
)
|
|
(18
|
)
|
||||
Net earnings/(loss) attributable to Viacom
|
$
|
303
|
|
|
$
|
(53
|
)
|
|
$
|
752
|
|
|
$
|
447
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings/(loss) per share attributable to Viacom
|
$
|
0.76
|
|
|
$
|
(0.13
|
)
|
|
$
|
1.90
|
|
|
$
|
1.10
|
|
Diluted earnings/(loss) per share attributable to Viacom
|
$
|
0.76
|
|
|
$
|
(0.13
|
)
|
|
$
|
1.89
|
|
|
$
|
1.09
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
396.1
|
|
|
402.5
|
|
|
396.4
|
|
|
406.6
|
|
||||
Diluted
|
397.4
|
|
|
402.5
|
|
|
397.9
|
|
|
411.4
|
|
||||
Dividends declared per share of Class A and Class B common stock
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
0.80
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net earnings/(loss) (Viacom and noncontrolling interests)
|
$
|
309
|
|
|
$
|
(48
|
)
|
|
$
|
770
|
|
|
$
|
465
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
22
|
|
|
(158
|
)
|
|
(18
|
)
|
|
(262
|
)
|
||||
Defined benefit pension plans
|
1
|
|
|
(1
|
)
|
|
(4
|
)
|
|
(21
|
)
|
||||
Cash flow hedges
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Available for sale securities
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Other comprehensive income/(loss) (Viacom and noncontrolling interests)
|
25
|
|
|
(160
|
)
|
|
(21
|
)
|
|
(284
|
)
|
||||
Comprehensive income/(loss)
|
334
|
|
|
(208
|
)
|
|
749
|
|
|
181
|
|
||||
Less: Comprehensive income attributable to noncontrolling interest
|
5
|
|
|
1
|
|
|
14
|
|
|
12
|
|
||||
Comprehensive income/(loss) attributable to Viacom
|
$
|
329
|
|
|
$
|
(209
|
)
|
|
$
|
735
|
|
|
$
|
169
|
|
|
|
|
|
|
|
|
|
(in millions, except par value)
|
March 31,
2016 |
|
September 30,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
480
|
|
|
$
|
506
|
|
Receivables, net
|
2,784
|
|
|
2,807
|
|
||
Inventory, net
|
806
|
|
|
786
|
|
||
Prepaid and other assets
|
664
|
|
|
479
|
|
||
Total current assets
|
4,734
|
|
|
4,578
|
|
||
Property and equipment, net
|
879
|
|
|
947
|
|
||
Inventory, net
|
3,876
|
|
|
3,616
|
|
||
Goodwill
|
11,436
|
|
|
11,456
|
|
||
Intangibles, net
|
333
|
|
|
340
|
|
||
Other assets
|
1,307
|
|
|
1,206
|
|
||
Total assets
|
$
|
22,565
|
|
|
$
|
22,143
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
343
|
|
|
$
|
506
|
|
Accrued expenses
|
679
|
|
|
748
|
|
||
Participants' share and residuals
|
848
|
|
|
860
|
|
||
Program obligations
|
692
|
|
|
703
|
|
||
Deferred revenue
|
413
|
|
|
481
|
|
||
Current portion of debt
|
1,033
|
|
|
18
|
|
||
Other liabilities
|
462
|
|
|
537
|
|
||
Total current liabilities
|
4,470
|
|
|
3,853
|
|
||
Noncurrent portion of debt
|
11,496
|
|
|
12,267
|
|
||
Participants' share and residuals
|
322
|
|
|
351
|
|
||
Program obligations
|
288
|
|
|
356
|
|
||
Deferred tax liabilities, net
|
531
|
|
|
150
|
|
||
Other liabilities
|
1,290
|
|
|
1,348
|
|
||
Redeemable noncontrolling interest
|
221
|
|
|
219
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
||
Viacom stockholders' equity:
|
|
|
|
||||
Class A common stock, par value $0.001, 375.0 authorized; 49.4 and 50.1 outstanding, respectively
|
—
|
|
|
—
|
|
||
Class B common stock, par value $0.001, 5,000.0 authorized; 346.8 and 348.0 outstanding, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
10,073
|
|
|
10,017
|
|
||
Treasury stock, 400.1 and 398.0 common shares held in treasury, respectively
|
(20,825
|
)
|
|
(20,725
|
)
|
||
Retained earnings
|
15,192
|
|
|
14,780
|
|
||
Accumulated other comprehensive loss
|
(551
|
)
|
|
(534
|
)
|
||
Total Viacom stockholders' equity
|
3,889
|
|
|
3,538
|
|
||
Noncontrolling interests
|
58
|
|
|
61
|
|
||
Total equity
|
3,947
|
|
|
3,599
|
|
||
Total liabilities and equity
|
$
|
22,565
|
|
|
$
|
22,143
|
|
|
|
|
|
|
Six Months Ended
March 31, |
||||||
(in millions)
|
2016
|
|
2015
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net earnings (Viacom and noncontrolling interests)
|
$
|
770
|
|
|
$
|
465
|
|
Reconciling items:
|
|
|
|
||||
Depreciation and amortization
|
111
|
|
|
112
|
|
||
Feature film and program amortization
|
2,106
|
|
|
2,581
|
|
||
Equity-based compensation
|
52
|
|
|
51
|
|
||
Equity in net earnings and distributions from investee companies
|
(62
|
)
|
|
(71
|
)
|
||
Deferred income taxes
|
377
|
|
|
46
|
|
||
Operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Receivables
|
52
|
|
|
329
|
|
||
Inventory, program rights and participations
|
(2,500
|
)
|
|
(2,567
|
)
|
||
Accounts payable and other current liabilities
|
(508
|
)
|
|
(248
|
)
|
||
Other, net
|
(114
|
)
|
|
(18
|
)
|
||
Net cash provided by operating activities
|
284
|
|
|
680
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
||||
Acquisitions and investments, net
|
(44
|
)
|
|
5
|
|
||
Capital expenditures
|
(54
|
)
|
|
(64
|
)
|
||
Net cash flow used in investing activities
|
(98
|
)
|
|
(59
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings
|
—
|
|
|
990
|
|
||
Debt repayments
|
—
|
|
|
(600
|
)
|
||
Commercial paper
|
250
|
|
|
75
|
|
||
Purchase of treasury stock
|
(100
|
)
|
|
(1,506
|
)
|
||
Dividends paid
|
(318
|
)
|
|
(273
|
)
|
||
Excess tax benefits on equity-based compensation awards
|
—
|
|
|
39
|
|
||
Exercise of stock options
|
3
|
|
|
126
|
|
||
Other, net
|
(43
|
)
|
|
(79
|
)
|
||
Net cash flow used in financing activities
|
(208
|
)
|
|
(1,228
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(4
|
)
|
|
(87
|
)
|
||
Net change in cash and cash equivalents
|
(26
|
)
|
|
(694
|
)
|
||
Cash and cash equivalents at beginning of period
|
506
|
|
|
1,000
|
|
||
Cash and cash equivalents at end of period
|
$
|
480
|
|
|
$
|
306
|
|
|
|
|
|
Inventory
(in millions)
|
March 31,
2016 |
|
September 30,
2015 |
||||
Film inventory:
|
|
|
|
||||
Released, net of amortization
|
$
|
684
|
|
|
$
|
576
|
|
Completed, not yet released
|
143
|
|
|
55
|
|
||
In process and other
|
847
|
|
|
806
|
|
||
Total film inventory, net of amortization
|
1,674
|
|
|
1,437
|
|
||
Television productions
|
50
|
|
|
8
|
|
||
Total film and television production inventory
|
1,724
|
|
|
1,445
|
|
||
Original programming:
|
|
|
|
||||
Released, net of amortization
|
1,189
|
|
|
1,161
|
|
||
In process and other
|
525
|
|
|
599
|
|
||
Total original programming, net of amortization
|
1,714
|
|
|
1,760
|
|
||
Acquired program rights, net of amortization
|
1,149
|
|
|
1,108
|
|
||
Home entertainment inventory
|
95
|
|
|
89
|
|
||
Total inventory, net
|
4,682
|
|
|
4,402
|
|
||
Less: current portion
|
(806
|
)
|
|
(786
|
)
|
||
Total inventory-noncurrent, net
|
$
|
3,876
|
|
|
$
|
3,616
|
|
|
|
|
|
Debt
(in millions)
|
March 31,
2016 |
|
September 30,
2015 |
||||
Senior Notes and Debentures:
|
|
|
|
||||
Senior notes due April 2016, 6.250%
|
368
|
|
|
368
|
|
||
Senior notes due December 2016, 2.500%
|
399
|
|
|
399
|
|
||
Senior notes due April 2017, 3.500%
|
499
|
|
|
498
|
|
||
Senior notes due October 2017, 6.125%
|
499
|
|
|
499
|
|
||
Senior notes due September 2018, 2.500%
|
497
|
|
|
497
|
|
||
Senior notes due April 2019, 2.200%
|
399
|
|
|
398
|
|
||
Senior notes due September 2019, 5.625%
|
550
|
|
|
550
|
|
||
Senior notes due December 2019, 2.750%
|
398
|
|
|
398
|
|
||
Senior notes due March 2021, 4.500%
|
494
|
|
|
494
|
|
||
Senior notes due December 2021, 3.875%
|
593
|
|
|
592
|
|
||
Senior notes due June 2022, 3.125%
|
296
|
|
|
296
|
|
||
Senior notes due March 2023, 3.250%
|
297
|
|
|
297
|
|
||
Senior notes due September 2023, 4.250%
|
1,234
|
|
|
1,233
|
|
||
Senior notes due April 2024, 3.875%
|
544
|
|
|
543
|
|
||
Senior debentures due December 2034, 4.850%
|
593
|
|
|
592
|
|
||
Senior debentures due April 2036, 6.875%
|
1,066
|
|
|
1,066
|
|
||
Senior debentures due October 2037, 6.750%
|
75
|
|
|
75
|
|
||
Senior debentures due February 2042, 4.500%
|
244
|
|
|
244
|
|
||
Senior debentures due March 2043, 4.375%
|
1,088
|
|
|
1,085
|
|
||
Senior debentures due June 2043, 4.875%
|
246
|
|
|
246
|
|
||
Senior debentures due September 2043, 5.850%
|
1,228
|
|
|
1,228
|
|
||
Senior debentures due April 2044, 5.250%
|
544
|
|
|
544
|
|
||
Commercial paper
|
250
|
|
|
—
|
|
||
Capital lease and other obligations
|
128
|
|
|
143
|
|
||
Total debt
|
12,529
|
|
|
12,285
|
|
||
Less: current portion
|
(1,033
|
)
|
|
(18
|
)
|
||
Total noncurrent portion of debt
|
$
|
11,496
|
|
|
$
|
12,267
|
|
|
|
|
|
Net Periodic Benefit Cost
(in millions)
|
Quarter Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
Interest cost
|
$
|
8
|
|
|
$
|
10
|
|
|
$
|
17
|
|
|
$
|
22
|
|
Expected return on plan assets
|
(9
|
)
|
|
(11
|
)
|
|
(19
|
)
|
|
(24
|
)
|
||||
Recognized actuarial loss
|
2
|
|
|
2
|
|
|
3
|
|
|
3
|
|
||||
Loss on pension settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
Net periodic benefit cost
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
25
|
|
|
|
|
|
|
|
|
|
Redeemable Noncontrolling Interest
|
Six Months Ended
March 31, |
||||||
(in millions)
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
219
|
|
|
$
|
216
|
|
Net earnings
|
9
|
|
|
8
|
|
||
Distributions
|
(12
|
)
|
|
(12
|
)
|
||
Translation adjustment
|
(16
|
)
|
|
(23
|
)
|
||
Redemption value adjustment
|
21
|
|
|
5
|
|
||
Ending Balance
|
$
|
221
|
|
|
$
|
194
|
|
|
|
|
|
|
Six Months Ended
March 31, 2016 |
|
Six Months Ended
March 31, 2015 |
||||||||||||||||||||
Stockholders’ Equity
(in millions)
|
Total Viacom Stockholders' Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|
Total Viacom Stockholders' Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||
Beginning Balance
|
$
|
3,538
|
|
|
$
|
61
|
|
|
$
|
3,599
|
|
|
$
|
3,719
|
|
|
$
|
28
|
|
|
$
|
3,747
|
|
Net earnings
|
752
|
|
|
18
|
|
|
770
|
|
|
447
|
|
|
18
|
|
|
465
|
|
||||||
Other comprehensive loss
(1)
|
(17
|
)
|
|
(4
|
)
|
|
(21
|
)
|
|
(278
|
)
|
|
(6
|
)
|
|
(284
|
)
|
||||||
Noncontrolling interests
|
(21
|
)
|
|
(17
|
)
|
|
(38
|
)
|
|
(5
|
)
|
|
(21
|
)
|
|
(26
|
)
|
||||||
Dividends declared
|
(318
|
)
|
|
—
|
|
|
(318
|
)
|
|
(269
|
)
|
|
—
|
|
|
(269
|
)
|
||||||
Purchase of treasury stock
|
(100
|
)
|
|
—
|
|
|
(100
|
)
|
|
(1,500
|
)
|
|
—
|
|
|
(1,500
|
)
|
||||||
Equity-based compensation and other
|
55
|
|
|
—
|
|
|
55
|
|
|
189
|
|
|
—
|
|
|
189
|
|
||||||
Ending Balance
|
$
|
3,889
|
|
|
$
|
58
|
|
|
$
|
3,947
|
|
|
$
|
2,303
|
|
|
$
|
19
|
|
|
$
|
2,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 Restructuring Liability
|
|
|
|
|
|
|
|
||||||||
(in millions)
|
Media Networks
|
|
Filmed Entertainment
|
|
Corporate
|
|
Total
|
||||||||
September 30, 2015
|
$
|
87
|
|
|
$
|
51
|
|
|
$
|
9
|
|
|
$
|
147
|
|
Severance payments
|
(37
|
)
|
|
(16
|
)
|
|
(3
|
)
|
|
(56
|
)
|
||||
March 31, 2016
|
$
|
50
|
|
|
$
|
35
|
|
|
$
|
6
|
|
|
$
|
91
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding and Anti-dilutive Common Shares
|
Quarter Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average number of common shares outstanding, basic
|
396.1
|
|
|
402.5
|
|
|
396.4
|
|
|
406.6
|
|
Dilutive effect of equity awards
|
1.3
|
|
|
—
|
|
|
1.5
|
|
|
4.8
|
|
Weighted average number of common shares outstanding, diluted
|
397.4
|
|
|
402.5
|
|
|
397.9
|
|
|
411.4
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive common shares
|
13.2
|
|
|
8.6
|
|
|
13.0
|
|
|
4.3
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information
|
Six Months Ended
March 31, |
||||||
(in millions)
|
2016
|
|
2015
|
||||
Cash paid for interest
|
$
|
302
|
|
|
$
|
305
|
|
Cash paid for income taxes
|
$
|
204
|
|
|
$
|
211
|
|
Financial Asset/(Liability)
|
|
|
Quoted Prices In
Active Markets for
Identical Assets
|
|
Significant Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
March 31, 2016
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
108
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Total
|
$
|
101
|
|
|
$
|
108
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||||
Total
|
$
|
90
|
|
|
$
|
100
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Revenues by Segment
|
Quarter Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Media Networks
|
$
|
2,381
|
|
|
$
|
2,452
|
|
|
$
|
4,946
|
|
|
$
|
5,106
|
|
Filmed Entertainment
|
655
|
|
|
659
|
|
|
1,267
|
|
|
1,379
|
|
||||
Eliminations
|
(35
|
)
|
|
(33
|
)
|
|
(58
|
)
|
|
(63
|
)
|
||||
Total revenues
|
$
|
3,001
|
|
|
$
|
3,078
|
|
|
$
|
6,155
|
|
|
$
|
6,422
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Income/(Loss)
|
Quarter Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Media Networks
|
$
|
805
|
|
|
$
|
903
|
|
|
$
|
1,862
|
|
|
$
|
2,007
|
|
Filmed Entertainment
|
(136
|
)
|
|
1
|
|
|
(282
|
)
|
|
(59
|
)
|
||||
Corporate expenses
|
(53
|
)
|
|
(57
|
)
|
|
(103
|
)
|
|
(118
|
)
|
||||
Eliminations
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Equity-based compensation
|
(26
|
)
|
|
(25
|
)
|
|
(52
|
)
|
|
(51
|
)
|
||||
Restructuring and programming charges
|
—
|
|
|
(784
|
)
|
|
—
|
|
|
(784
|
)
|
||||
Loss on pension settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
||||
Operating income
|
586
|
|
|
38
|
|
|
1,425
|
|
|
973
|
|
||||
Interest expense, net
|
(155
|
)
|
|
(166
|
)
|
|
(310
|
)
|
|
(326
|
)
|
||||
Equity in net earnings of investee companies
|
35
|
|
|
42
|
|
|
66
|
|
|
75
|
|
||||
Other items, net
|
(6
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|
(30
|
)
|
||||
Earnings/(loss) before provision for income taxes
|
$
|
460
|
|
|
$
|
(98
|
)
|
|
$
|
1,177
|
|
|
$
|
692
|
|
|
|
|
|
|
|
|
|
Total Assets
|
March 31,
2016 |
|
September 30,
2015 |
||||
(in millions)
|
|
||||||
Media Networks
|
$
|
16,792
|
|
|
$
|
17,088
|
|
Filmed Entertainment
|
6,190
|
|
|
5,914
|
|
||
Corporate/Eliminations
|
(417
|
)
|
|
(859
|
)
|
||
Total assets
|
$
|
22,565
|
|
|
$
|
22,143
|
|
|
|
|
|
Revenues by Component
|
Quarter Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Advertising
|
$
|
1,123
|
|
|
$
|
1,172
|
|
|
$
|
2,443
|
|
|
$
|
2,539
|
|
Feature film
|
610
|
|
|
605
|
|
|
1,180
|
|
|
1,279
|
|
||||
Affiliate fees
|
1,129
|
|
|
1,146
|
|
|
2,248
|
|
|
2,278
|
|
||||
Ancillary
|
174
|
|
|
188
|
|
|
342
|
|
|
389
|
|
||||
Eliminations
|
(35
|
)
|
|
(33
|
)
|
|
(58
|
)
|
|
(63
|
)
|
||||
Total revenues
|
$
|
3,001
|
|
|
$
|
3,078
|
|
|
$
|
6,155
|
|
|
$
|
6,422
|
|
|
|
|
|
|
|
|
|
CBS Related Party Transactions
|
Quarter Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Consolidated Statements of Earnings
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
22
|
|
|
$
|
33
|
|
|
$
|
65
|
|
|
$
|
92
|
|
Operating expenses
|
$
|
29
|
|
|
$
|
80
|
|
|
$
|
88
|
|
|
$
|
148
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
March 31,
2016 |
|
September 30,
2015 |
||||||||
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
|
|
|
|
$
|
2
|
|
|
$
|
5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
|
|
|
$
|
—
|
|
|
$
|
1
|
|
||||
Participants’ share and residuals, current
|
|
|
|
|
63
|
|
|
77
|
|
||||||
Program obligations, current
|
|
|
|
|
71
|
|
|
62
|
|
||||||
Program obligations, noncurrent
|
|
|
|
|
44
|
|
|
55
|
|
||||||
Other liabilities
|
|
|
|
|
2
|
|
|
2
|
|
||||||
Total due to CBS
|
|
|
|
|
$
|
180
|
|
|
$
|
197
|
|
||||
|
|
|
|
|
|
|
|
Other Related Party Transactions
|
Quarter Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Consolidated Statements of Earnings
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
25
|
|
|
$
|
45
|
|
|
$
|
30
|
|
|
$
|
58
|
|
Operating expenses
|
$
|
14
|
|
|
$
|
19
|
|
|
$
|
16
|
|
|
$
|
21
|
|
Selling, general and administrative
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
March 31,
2016 |
|
September 30,
2015 |
||||||||
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
|
|
|
|
$
|
57
|
|
|
$
|
60
|
|
||||
Other assets
|
|
|
|
|
1
|
|
|
1
|
|
||||||
Total due from other related parties
|
|
|
|
|
$
|
58
|
|
|
$
|
61
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
|
|
|
$
|
5
|
|
|
$
|
5
|
|
||||
Other liabilities
|
|
|
|
|
55
|
|
|
55
|
|
||||||
Total due to other related parties
|
|
|
|
|
$
|
60
|
|
|
$
|
60
|
|
||||
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
Better/(Worse)
|
|
Six Months Ended
March 31, |
|
Better/(Worse)
|
||||||||||||||||||||||
(in millions, except per share amounts)
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
$
|
3,001
|
|
|
$
|
3,078
|
|
|
$
|
(77
|
)
|
|
(3
|
)%
|
|
$
|
6,155
|
|
|
$
|
6,422
|
|
|
$
|
(267
|
)
|
|
(4
|
)%
|
Operating income
|
586
|
|
|
38
|
|
|
548
|
|
|
NM
|
|
|
1,425
|
|
|
973
|
|
|
452
|
|
|
46
|
|
||||||
Net earnings/(loss) attributable to Viacom
|
303
|
|
|
(53
|
)
|
|
356
|
|
|
NM
|
|
|
752
|
|
|
447
|
|
|
305
|
|
|
68
|
|
||||||
Diluted earnings/(loss) per share
|
0.76
|
|
|
(0.13
|
)
|
|
0.89
|
|
|
NM
|
|
|
1.89
|
|
|
1.09
|
|
|
0.80
|
|
|
73
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-GAAP*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted operating income
|
586
|
|
|
822
|
|
|
(236
|
)
|
|
(29
|
)
|
|
1,425
|
|
|
1,781
|
|
|
(356
|
)
|
|
(20
|
)
|
||||||
Adjusted net earnings attributable to Viacom
|
303
|
|
|
467
|
|
|
(164
|
)
|
|
(35
|
)
|
|
773
|
|
|
1,005
|
|
|
(232
|
)
|
|
(23
|
)
|
||||||
Adjusted diluted earnings per share
|
$
|
0.76
|
|
|
$
|
1.16
|
|
|
$
|
(0.40
|
)
|
|
(34
|
)%
|
|
$
|
1.94
|
|
|
$
|
2.44
|
|
|
$
|
(0.50
|
)
|
|
(20
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NM - Not Meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
* See "
Factors Affecting Comparability
" section below for a reconciliation of our reported results to our adjusted results, calculated on a non-GAAP basis.
|
(in millions, except per share amounts)
|
|||||||||||
|
Quarter Ended
March 31, 2015 |
||||||||||
|
Operating Income
|
|
Net Earnings/(Loss)
Attributable to Viacom |
|
Diluted EPS
|
||||||
Reported results (GAAP)
|
$
|
38
|
|
|
$
|
(53
|
)
|
|
$
|
(0.13
|
)
|
Factors Affecting Comparability:
|
|
|
|
|
|
||||||
Restructuring and programming charges
|
784
|
|
|
520
|
|
|
1.29
|
|
|||
Adjusted results (Non-GAAP)
|
$
|
822
|
|
|
$
|
467
|
|
|
$
|
1.16
|
|
|
|
|
|
|
|
(in millions, except per share amounts)
|
|||||||||||
|
Six Months Ended
March 31, 2015 |
||||||||||
|
Operating Income
|
|
Net Earnings
Attributable to Viacom |
|
Diluted EPS
|
||||||
Reported results (GAAP)
|
$
|
973
|
|
|
$
|
447
|
|
|
$
|
1.09
|
|
Factors Affecting Comparability:
|
|
|
|
|
|
||||||
Restructuring and programming charges
|
784
|
|
|
520
|
|
|
1.26
|
|
|||
Loss on pension settlement
|
24
|
|
|
15
|
|
|
0.04
|
|
|||
Discrete tax expense
|
—
|
|
|
23
|
|
|
0.05
|
|
|||
Adjusted results (Non-GAAP)
|
$
|
1,781
|
|
|
$
|
1,005
|
|
|
$
|
2.44
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
Better/(Worse)
|
|
Six Months Ended
March 31, |
|
Better/(Worse)
|
||||||||||||||||||||||
(in millions)
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
Revenues by Component
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Advertising
|
$
|
1,123
|
|
|
$
|
1,172
|
|
|
$
|
(49
|
)
|
|
(4
|
)%
|
|
$
|
2,443
|
|
|
$
|
2,539
|
|
|
$
|
(96
|
)
|
|
(4
|
)%
|
Affiliate fees
|
1,129
|
|
|
1,146
|
|
|
(17
|
)
|
|
(1
|
)
|
|
2,248
|
|
|
2,278
|
|
|
(30
|
)
|
|
(1
|
)
|
||||||
Ancillary
|
129
|
|
|
134
|
|
|
(5
|
)
|
|
(4
|
)
|
|
255
|
|
|
289
|
|
|
(34
|
)
|
|
(12
|
)
|
||||||
Total revenues by component
|
$
|
2,381
|
|
|
$
|
2,452
|
|
|
$
|
(71
|
)
|
|
(3
|
)%
|
|
$
|
4,946
|
|
|
$
|
5,106
|
|
|
$
|
(160
|
)
|
|
(3
|
)%
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating
|
$
|
996
|
|
|
$
|
957
|
|
|
$
|
(39
|
)
|
|
(4
|
)%
|
|
$
|
1,953
|
|
|
$
|
1,944
|
|
|
$
|
(9
|
)
|
|
—
|
%
|
Selling, general and administrative
|
538
|
|
|
551
|
|
|
13
|
|
|
2
|
|
|
1,048
|
|
|
1,073
|
|
|
25
|
|
|
2
|
|
||||||
Depreciation and amortization
|
42
|
|
|
41
|
|
|
(1
|
)
|
|
(2
|
)
|
|
83
|
|
|
82
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Total expenses
|
$
|
1,576
|
|
|
$
|
1,549
|
|
|
$
|
(27
|
)
|
|
(2
|
)%
|
|
$
|
3,084
|
|
|
$
|
3,099
|
|
|
$
|
15
|
|
|
—
|
%
|
Adjusted Operating Income
|
$
|
805
|
|
|
$
|
903
|
|
|
$
|
(98
|
)
|
|
(11
|
)%
|
|
$
|
1,862
|
|
|
$
|
2,007
|
|
|
$
|
(145
|
)
|
|
(7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
Better/(Worse)
|
|
Six Months Ended
March 31, |
|
Better/(Worse)
|
||||||||||||||||||||||
(in millions)
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
Revenues by Component
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Theatrical
|
$
|
217
|
|
|
$
|
205
|
|
|
$
|
12
|
|
|
6
|
%
|
|
$
|
311
|
|
|
$
|
374
|
|
|
$
|
(63
|
)
|
|
(17
|
)%
|
Home entertainment
|
153
|
|
|
194
|
|
|
(41
|
)
|
|
(21
|
)
|
|
392
|
|
|
510
|
|
|
(118
|
)
|
|
(23
|
)
|
||||||
License fees
|
240
|
|
|
206
|
|
|
34
|
|
|
17
|
|
|
477
|
|
|
395
|
|
|
82
|
|
|
21
|
|
||||||
Ancillary
|
45
|
|
|
54
|
|
|
(9
|
)
|
|
(17
|
)
|
|
87
|
|
|
100
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||
Total revenues by component
|
$
|
655
|
|
|
$
|
659
|
|
|
$
|
(4
|
)
|
|
(1
|
)%
|
|
$
|
1,267
|
|
|
$
|
1,379
|
|
|
$
|
(112
|
)
|
|
(8
|
)%
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating
|
$
|
690
|
|
|
$
|
554
|
|
|
$
|
(136
|
)
|
|
(25
|
)%
|
|
$
|
1,353
|
|
|
$
|
1,222
|
|
|
$
|
(131
|
)
|
|
(11
|
)%
|
Selling, general and administrative
|
88
|
|
|
91
|
|
|
3
|
|
|
3
|
|
|
170
|
|
|
190
|
|
|
20
|
|
|
11
|
|
||||||
Depreciation and amortization
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
|
—
|
|
|
—
|
|
||||||
Total expenses
|
$
|
791
|
|
|
$
|
658
|
|
|
$
|
(133
|
)
|
|
(20
|
)%
|
|
$
|
1,549
|
|
|
$
|
1,438
|
|
|
$
|
(111
|
)
|
|
(8
|
)%
|
Adjusted Operating Income/(Loss)
|
$
|
(136
|
)
|
|
$
|
1
|
|
|
$
|
(137
|
)
|
|
NM
|
|
|
$
|
(282
|
)
|
|
$
|
(59
|
)
|
|
$
|
(223
|
)
|
|
(378
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NM - Not Meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.1*
|
|
Employment Agreement between Viacom Inc. and Thomas E. Dooley, effective as of March 17, 2016.
|
|
|
|
31.1*
|
|
Certification of the Chief Executive Officer of Viacom Inc. pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of the Chief Financial Officer of Viacom Inc. pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1*
|
|
Certification of the Chief Executive Officer of Viacom Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2*
|
|
Certification of the Chief Financial Officer of Viacom Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
*
|
Filed herewith
|
|
VIACOM INC.
|
||
|
|
|
|
Date: April 28, 2016
|
By:
|
|
/s/ W
ADE
D
AVIS
|
|
|
|
Wade Davis
|
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|
Date: April 28, 2016
|
By:
|
|
/s/ K
ATHERINE
G
ILL
-C
HAREST
|
|
|
|
Katherine Gill-Charest
|
|
|
|
Senior Vice President, Controller
(Chief Accounting Officer)
|
Schedule
|
|
•
|
If Employer achieves less than the 25
th
percentile TSR, the award of PSUs will be forfeited
|
•
|
If Employer achieves the 25
th
percentile TSR, the number of Shares to be delivered under the award will be 25% of the Target Award
|
•
|
If Employer achieves the 50
th
percentile TSR, the number of Shares to be delivered under the award will be 100% of the Target Award
|
•
|
If Employer achieves the 100
th
percentile TSR (that is, if it is the first ranked company in the Reference Group for TSR), the number of Shares to be delivered under the award will be 300% of the Target Award
|
a.
|
If Employer achieves at least the 50
th
percentile TSR, Shares will be delivered no later than four (4) weeks following the Determination Date for such award; and
|
b.
|
If employer does not achieve at least the 50
th
percentile TSR, (I) a number of shares determined pursuant to the Schedule will be delivered no later than four (4) weeks following the Determination Date, and (II) any incremental Shares to which you are entitled by virtue of paragraph 4(b)(iii) will be delivered on the second business day following the delivery of Employer’s audited financial statements in respect of the last year of the applicable Measurement Period (so that it can be determined whether or not Employer attained the EPS hurdle in respect of such award) .
|
a.
|
The
“
Measurement Period
”
for your awards of PSUs for 2009 and subsequent years will begin on the Grant Date for the Award (which shall always be January 1) and end on the December 31 immediately prior to the third anniversary of the Grant Date;
provided
,
however
, that if your employment with Employer terminates in a Qualifying Termination, the Measurement Period for any outstanding PSU award whose Determination Date has not yet occurred shall be as follows: the period
beginning
on the date that is three years before the effective date of your Qualifying Termination and
ending
on the effective date of your Qualifying Termination.
|
b.
|
Your employment with Employer will be considered to have terminated in a
“
Qualifying Termination
”
if (I) your employment is terminated by Employer without Cause (as defined in, and subject to the terms and conditions of, paragraph 10(a)); (II) you resign from employment for Good Reason (as defined in, and subject to the terms and conditions of, paragraph 10(b)); (III) your employment terminates by reason of your incapacity as provided in paragraph 9 or as a result of your death; or (IV) your employment terminates for any reason on the last day of the Employment Term.
|
c.
|
“
Reference Group
”
means, with respect to any award of PSUs, all companies whose common stock is included in the S&P 500 at the start of the Measurement Period for that award (other than (I) companies that cease to be included in the S&P 500 during the Measurement Period solely due to merger, acquisition, liquidation or similar events changing the identity and nature of the company, and (II) companies that cease to be included in the S&P 500 other than on account of events described in the preceding clause (I) and which also cease to have common stock publicly traded on an exchange or on a recognized market system or the over-the-counter market).
|
d.
|
“
TSR
”
means for the Shares and for the common stock of each company in the Reference Group, the percentage change in value (positive or negative) over the relevant Measurement Period as measured by dividing: (i) the sum of (A) each company’s cumulative value of dividends and other distributions in respect of its common stock for the Measurement Period, assuming dividend reinvestment, and (B) the difference (positive or negative) between each company’s common stock price on the
|
a.
|
Employer will pay and provide your Accrued Compensation and Benefits;
|
b.
|
Employer will pay you a prorated Bonus for the fiscal year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the Termination Date, such amount, before the daily pro ration, to be multiplied by the performance multiplier approved by the Compensation Committee in respect of Company financial and quantitative goals for such year under the Senior Executive STIP (with the method for determining such performance multiplier to correspond to the method used under the Senior Executive STIP as of the Amendment Date to adjust target STIP payout amounts based on Company performance), with such prorated Bonus to be paid in accordance with paragraph 3(b)(iv) of this Agreement;
|
c.
|
Employer will pay you a severance payment (the
“
Severance Payment
”
) equal in amount to the sum of:
|
i.
|
three (3) times your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and
|
ii.
|
three (3) times the higher of (X) the average of the annual cash Bonuses payable to you (whether or not actually paid) with respect to the last three completed
|
d.
|
all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(iv);
|
e.
|
the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; and
|
f.
|
Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third-party employer at the employer’s expense;
provided
,
however
, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third-party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 6(b).
|
|
|
|
Very truly yours,
|
|
|
|
|
VIACOM INC.
/s/ Philippe P. Dauman
|
|
|
|
|
Name:
|
Philippe P. Dauman
|
|
|
|
Title:
|
Executive Chairman, President and Chief Executive Officer
|
|
|
|
|
|
ACCEPTED AND AGREED:
/s/ Thomas E. Dooley
|
|
|
|
|
Name:
|
Thomas E. Dooley
|
|
|
|
|
|
|
|
|
Dated:
|
3/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
Thomas E. Dooley
|
|
|
||||
|
|
VIACOM INC.
|
||
|
|
|
Name:
|
|
|
|
|
Title:
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Viacom Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/
P
HILIPPE
P.
D
AUMAN
|
|
Executive Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Viacom Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ W
ADE
D
AVIS
|
|
Executive Vice President, Chief Financial Officer
|
1.
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/
P
HILIPPE
P.
D
AUMAN
|
|
Philippe P. Dauman
|
|
April 28, 2016
|
|
1.
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W
ADE
D
AVIS
|
|
Wade Davis
|
|
April 28, 2016
|
|