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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
September 30, 2018
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ______ to _______
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DELAWARE
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20-3515052
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1515 Broadway
New York, NY 10036
(212) 258-6000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock, $0.001 par value
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NASDAQ Global Select Market
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Class B Common Stock, $0.001 par value
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NASDAQ Global Select Market
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
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Smaller reporting company
¨
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Emerging growth company
¨
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First, we are driving share and margins in our core business. We are focused on increasing our share of viewership in our core domestic and international media networks business as well as in Paramount’s film and television production divisions.
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◦
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In our
Media Networks
business, we have designated key “flagship” brands -
Nickelodeon
,
MTV
,
BET
,
Comedy Central
and
Paramount Network
- as our highest priority brands. Our flagship brands are unique from our other brands, in that they have compelling, valuable and distinct brand propositions; serve diverse, substantial audiences with content largely owned by us; and have global reach and multi-platform distribution potential across linear, digital, film, consumer products, and live events and experiences. We continue to pursue opportunities to bring the best of Paramount Pictures to our
Media Networks
business, and the best of our
Media Networks
business to Paramount Pictures, as part of our efforts to enhance cross-company collaboration.
|
◦
|
In our
Filmed Entertainment
business, we are focused on developing films designed to appeal specifically to a targeted audience or to broad audiences, with appropriate budgets and revenue projections. We also continue to focus on creatively and efficiently managing our distribution and marketing costs. Paramount’s resurgence is evident in its box office success, thriving television production business, and seven straight quarters of year-over-year adjusted operating income improvement.
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◦
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During 2018, we launched a program of cost transformation initiatives to improve our margins, including an organizational realignment of support functions across
Media Networks
, new sourcing and procurement policies, real estate consolidation and technology enhancements. See Note 14 of the Consolidated Financial Statements for a detailed discussion of the restructuring and related costs associated with the cost transformation initiatives.
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•
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Second, we are transitioning to next-generation platforms and marketing solutions. We are packaging and monetizing our content across mobile, social, over-the-top (“OTT”) and other platforms, and via multiple business models, including ad-supported, free and authenticated owned-and-operated apps, direct-to-consumer standalone and bundled subscription services, and product and content-based transactional offerings. We have also developed, and continue to expand, an advanced advertising, data marketing and brand solutions business.
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•
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Third, we are diversifying beyond our core business. We are extending the reach of our brands in the physical world through consumer products, live events, recreation and other similar experiences. In 2018, we launched a global consumer products group to manage our consumer products business across the Company, with oversight over product and business development, licensing, merchandising, retail sales and marketing. We have also launched a global, cross-portfolio
Media Networks
studio production initiative with the aim of leveraging our considerable intellectual property library to produce new, first-run, episodic content for third-party distributors.
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•
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Nickelodeon, now in its 39th year, is a diverse, global business and a recognized leader in kids and family entertainment. Nickelodeon has been the number-one-rated ad-supported basic cable network for 23 consecutive years, featuring leading original and licensed series for kids across animation, live-action and preschool genres. Nickelodeon produces and distributes television programming worldwide. Nickelodeon is a key part of Viacom’s global consumer products licensing business and licenses its brands for recreation experiences such as hotels and theme parks, as well as live events.
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•
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Programming highlights in fiscal year 2018 included the return of the Nick classic
Double Dare
; the reimagined
Rise of the Teenage Mutant Ninja Turtles
; returning hits
The Loud House
,
Henry Danger
,
I am Frankie
,
Hunter Street
,
Lip Sync Battle Shorties
,
Alvinnn!!! and the Chipmunks
,
The Thundermans
and
SpongeBob SquarePants
; and tentpole events such as
Kids’ Choice Awards
,
Kids’ Choice Sports
,
The HALO Awards
and
Worldwide Day of Play
.
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Internationally, we have introduced new content models that have led to Nickelodeon’s first internationally originated, globally distributed, non-preschool, animated program
Pony
; our first Chinese-originated, animated program
Deer Run
; and a new telenovela
Noobees
, a VIS co-production with Mediapro, which premiered in Latin America in September 2018.
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During the evening and overnight hours, Nick at Nite airs on the same linear cable channel on which Nickelodeon airs during the daytime, and features licensed contemporary family comedies, such as
Friends
,
Mom
,
George Lopez
,
The Goldbergs
and
Full House
.
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•
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NOGGIN is Nickelodeon’s advertising-free, direct-to-consumer, OTT preschool video subscription service, featuring over 1,000 full-length library episodes, plus interactive play-along videos and short-form educational content. In May 2018, NOGGIN was added to Amazon’s Prime Video Channels lineup, expanding the digital footprint of Nickelodeon’s preschool programming.
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•
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In fiscal year 2018, Nickelodeon launched its
SlimeFest
music festival in Chicago, IL, and announced its plans to build an indoor Nickelodeon theme park within the Mall of China, in Chongqing, China. Other live and recreation initiatives include increased international recreation-related partnerships; multiple
PAW Patrol
live tours around the world; and the live Broadway production of
SpongeBob SquarePants
, which in 2018 was nominated for 12 Tony Awards and won 4 Outer Critics Circle Awards, including “Outstanding New Broadway Musical,” and is currently on tour in the U.S.
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Nickelodeon Movies continues to deepen its partnership with Paramount, working together to develop a slate of branded films based on some of Nick’s most iconic franchises and characters.
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In October 2018, as part of its initiative to work with a wider array of marquee creative talent, Nickelodeon entered into an exclusive first-look deal with comedian, actor and television personality Kevin Hart. Through his production entity, HartBeat Productions, Kevin Hart will develop and produce live-action, scripted kids’ content for Nickelodeon.
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In September 2018, Nickelodeon and Nick at Nite reached approximately 601 million cumulative television subscribers in 177 countries worldwide, excluding branded programming blocks.
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In the quarter ended September 30, 2018, our Nick online properties in the aggregate averaged 2.0 million monthly unique visitors domestically and, according to internal data, 47 million content video streams each month. Nickelodeon has approximately 295 million cumulative followers across social media platforms.
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MTV is a global youth culture brand that creates original music and pop culture content. MTV Play, a multi-platform video streaming offering for adults available in approximately 29 countries and territories, provides on-demand access to fans’ favorite shows and live streaming of the MTV linear channel in support of our TV Everywhere partnerships
.
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Programming highlights in fiscal year 2018 included
Teen Mom
,
Teen Mom II
,
Teen Mum
,
Ridiculousness
,
Are You The One?
,
Siesta Key
and
The Challenge
franchise. New series launches in fiscal year 2018 included
Ex on the Beach
,
Floribama Shore
and
Teen Mom: Young and Pregnant.
In April 2018, MTV launched
Jersey Shore: Family Vacation
, a new installment of the signature MTV hit
Jersey Shore
, which broke records as the most-watched unscripted debut on cable since 2012, with more than 10 million viewers tuning in over its premiere weekend. The
Jersey Shore
format has been adapted for our international audiences, with multiple versions around the world, including as
Geordie Shore
in the UK (now in its 18
th
season) and
Acapulco Shore
in Mexico, while the
Are You the One?
format has been adapted by MTV’s local channels in Brazil and Mexico. In addition, we have imported our international programming formats to the U.S., such as
Ex on the Beach
,
which originated in the UK and has become a global franchise with 14 local adaptations airing worldwide. We have also expanded our music franchises
Yo! MTV Raps
and
MTV Unplugged
internationally, and debuted new international shows, including
True Love or True Lies?
in the UK.
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MTV’s signature programming event is the
MTV Video Music Awards
, which in 2018 drew 5.2 million viewers across its live linear simulcast. The
VMAs
video streams doubled between fiscal year 2017 and 2018 and reached 285 million viewers in 2018. MTV’s additional annual tentpole programming events included the
MTV European Music Awards
,
MTV Movie and TV Awards
,
MTV MIAWs
(celebrating the best in Latin music and the digital world of the millennial generation) and
MTV Fandom Awards
. In June 2018, MTV hosted its 12
th
annual
Isle of MTV
Malta
concert and Malta Music Week events.
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In September 2018, MTV reached approximately 987 million cumulative television subscribers in 180 countries worldwide.
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In the quarter ended September 30, 2018, our MTV online properties in the aggregate averaged approximately 7.6 million monthly unique visitors domestically and, according to internal data, approximately 55 million content video streams each month. MTV has approximately 252 million cumulative followers across social media platforms.
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BET is a leading consumer brand in the urban marketplace, and the nation’s leading provider of entertainment, music, news and public affairs programming to African-American audiences. BET Play, a direct-to-consumer OTT offering for adults available in approximately 99 countries and territories, provides hundreds of hours of content, including BET original series, awards shows, stand-up comedy, reality shows and documentaries
.
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Programming highlights in fiscal year 2018 included the premieres of the miniseries
The Bobby Brown Story,
The Mane Event,
In Contempt
,
Hit the Floor
(formerly on VH1) and
The Grand Hustle
; returning favorites such as
Tales
and
Being Mary Jane
; and acquisitions such as
A Different World
,
House of Payne
and
Martin
. BET’s tentpoles and live events in 2018 included the sixth annual
BET Experience
, BET’s weekend-long celebration of music, entertainment and Black culture and featured the
2018 BET Awards
, which included an award category for
Best International Act
for the first time;
Black Girls Rock
;
BET Hip Hop Awards
; the first-ever
BET Social Awards
; and
Soul Train Awards
. BET’s programming received nine NAACP Image Awards nominations and two wins in fiscal year 2018.
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BET has a comprehensive, multi-year content partnership with award-winning writer, director, producer, actor and playwright Tyler Perry, that extends through 2024 and encompasses television, film and short-form video. In 2019,
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In September 2018, BET reached approximately 220 million cumulative television subscribers in 75 countries worldwide.
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In the quarter ended September 30, 2018, our BET online properties in the aggregate averaged approximately 8.8 million monthly unique visitors domestically and, according to internal data, 10 million content video streams each month. BET has approximately 47 million cumulative followers across social media platforms.
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Comedy Central is a leading destination for comedic talent and all things comedy, featuring award-winning late night, sketch, scripted, animated and stand-up series and specials.
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Connecting with comedy fans through multiple touchpoints, Comedy Central also produces nationwide stand-up events and festivals, operates a Grammy Award-winning record label (Comedy Central Records), produces a global podcast network and operates Comedy Central Radio on SiriusXM.
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Programming highlights in fiscal year 2018 included
The Daily Show with Trevor Noah
,
South Park
and
Drunk History
, all of which have received Emmy Award nominations for outstanding series in their respective categories in the past; the series premiere of
Corporate
; new seasons of returning favorites such as
Broad City
,
Tosh.0
,
Detroiters
,
Nathan For You
and
Jeff Ross Presents: Roast Battle
; international versions of
Drunk History
and
Roast Battle
; specials such as the
Roast of
series; and acquisitions such as
BoJack Horseman
,
Archer
,
The Office
and
King of the Hill
.
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In 2016, Comedy Central launched the digital series
Trevor Noah’s Between the Scenes
, featuring videos from
The Daily Show
in which Trevor Noah engages with the audience between segments. The series has received two Emmy Award nominations for Outstanding Short Form Variety Series in each of 2017 and 2018, winning the Emmy Award in 2017.
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In June 2018, Comedy Central hosted its second
Clusterfest
, a three-day festival in San Francisco that featured an unprecedented mix of world-class standup comedy, live music and experiential activities. Comedy Central Latin America hosted
Comedy Central Fests
in Mexico, Argentina and Colombia, featuring stand-up, lip sync battles and open mic events, among other formats. In September 2018, we launched our first-ever UK comedy festival,
CC Live
, which hosted thousands of fans over three days.
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The Daily Show
’s
Donald J. Trump Presidential Twitter Library
, a critically-acclaimed pop-up exhibit that debuted in New York in July 2017, has since toured or is touring Chicago, San Francisco, Los Angeles and Miami. A book based on the exhibit was published in July 2018 and has become a
New York Times
best-seller.
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In March 2018, Viacom entered into a strategic partnership with Day Zero Productions, an international production and distribution company led by Trevor Noah. Under the long-term deal, we will have exclusive “first-look” rights on all projects developed by Trevor Noah and Day Zero Productions in all media, including television, feature films, digital and short-form video content.
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In September 2018, Comedy Central reached approximately 377 million cumulative television subscribers in 149 countries worldwide.
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In the quarter ended September 30, 2018, our Comedy Central online properties in the aggregate averaged approximately 2.6 million monthly unique visitors domestically and, according to internal data, approximately 13 million content video streams each month. Comedy Central has approximately 145 million cumulative followers across social media platforms.
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In January 2018, we launched the Paramount Network, a premier general entertainment brand targeting adults 18 to 49. Paramount Network aims to leverage the best in our original scripted and non-scripted programming, and feature high-quality original and third-party programming, movies and documentaries, and combat sports.
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Since its launch, Paramount Network programming has featured
Yellowstone
, a drama starring Kevin Costner and written and directed by critically-acclaimed screenwriter Taylor Sheridan, which was one of the most-watched scripted cable series of 2018 and the most-watched drama series premiere on ad-supported cable television since 2016, and which garnered more than 63 million social views and an average of 5.1 million weekly linear viewers during its nine-episode first season. The network also featured Emmy Award-nominated
Waco
, a drama focused on the Branch Davidians; the documentary
Rest in Power: The Trayvon Martin Story
; and new episodes of
Ink Master
,
Ink Angels
,
Bar Rescue,
Bellator MMA
and the multi-platform global hit
Lip Sync Battle
.
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In September 2018, Paramount Network reached approximately 81 million cumulative television subscribers in the U.S. In addition, Paramount Network also operates in the UK, Spain and Andorra.
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In the quarter ended September 30, 2018, our Paramount Network online properties in the aggregate averaged approximately 864,000 monthly unique visitors domestically and, according to internal data, 7.9 million content video streams each month. Paramount Network has approximately 22 million cumulative followers across social media platforms.
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In July 2018, we acquired AwesomenessTV Holdings, a leading digital-first destination for original programming serving global Gen-Z audiences, with a network of more than 8 million cumulative followers across social media platforms. The acquisition expanded Viacom’s portfolio of premiere entertainment brands, and further accelerated the digital transformation efforts within VDS.
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Awesomeness creates programming for various social and subscription video-on-demand (“SVOD”) platforms and produces premium original series and films through its Emmy Award-winning dedicated television and film studios. The Awesomeness portfolio is strengthened by a branded content sales team, a creator network, a creative agency and a roster of talent relationships. According to Netflix, in 2018, Awesomeness film production
To All the Boys I’ve Loved Before
became one of its most viewed original films with strong repeat viewing. Awesomeness’s fiscal year 2019 slate includes
Light as a Feather
and
Pen 15
on Hulu, season four of
Foursome
and the premiere of
Overthinking with Kat & June
on YouTube Premium, and the returning hit
Growing Up Ellen
on the brand’s YouTube channel.
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Nick Jr. seeks to educate and entertain preschoolers, providing kids an opportunity to engage with characters they love while building their imaginations, gaining key cognitive and social-emotional skills and learning about the world around them. Nick Jr. offers parents and their kids entertaining and enriching activities geared toward their interests, ages and developmental levels.
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Programming highlights in fiscal year 2018 included the new series
Top Wing
; returning hits such as
Nella the Princess Knight
,
PAW Patrol
,
Blaze and The Monster Machines
,
Shimmer and Shine
and
Rusty Rivets
; and licensed originals such as
Peppa Pig
,
Teletubbies
and
Max & Ruby
.
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In September 2018, Nick Jr. reached approximately 226 million cumulative television subscribers in 150 countries worldwide.
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In the quarter ended September 30, 2018, our Nick Jr. online properties in the aggregate averaged 2.1 million monthly unique visitors domestically and, according to internal data, 446 million content video streams each month. Nick Jr. has approximately 14 million cumulative followers across social media platforms.
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VH1 is a leading lifestyle brand with pop culture, celebrities and lifestyle topics, including original series, exclusive events and entertainment news.
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Programming highlights in fiscal year 2018 included the critically-acclaimed original program
RuPaul’s Drag Race
, which had the most-watched season in its 10-season history, received 12 Emmy Award nominations and won five Emmy Awards in 2018; the premiere of
Love & Hip Hop: Miami
, part of our
Love & Hip Hop
franchise;
Basketball Wives
,
Black Ink Crew
,
Hip Hop Squares
,
Martha and Snoop's Potluck Dinner Party
,
Safeword
and
Baller Wives
; and VH1’s premier tentpole event
Hip Hop Honors
. In fiscal year 2019, VH1 will relaunch in the UK as a lifestyle and general entertainment channel, featuring the UK debut of its popular U.S. programming.
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In September 2018, VH1 reached approximately 275 million cumulative television subscribers in 109 countries worldwide.
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In the quarter ended September 30, 2018, our VH1 online properties in the aggregate averaged approximately 2.8 million monthly unique visitors domestically and, according to internal data, 28 million content video streams each month. VH1 has approximately 51 million cumulative followers across social media platforms.
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TV Land features a mix of original programming, classic and contemporary television shows and specials that appeal to adults aged 25 to 54. The channel is split into two dayparts - TV Land Classic airs during weekdays with beloved series like
M*A*S*H*
, and TV Land airs in the evening hours and on weekends, focusing on content that appeals to adults aged 40 and older.
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Programming highlights in fiscal year 2018 included returning original favorite
Younger
, which in 2018 experienced its highest-rated season to date, and licensed favorites such as
Everybody Loves Raymond, Two and a Half Men
and
The King of Queens
.
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In September 2018, TV Land reached approximately 85 million cumulative television subscribers, airing only in the U.S.
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In the quarter ended September 30, 2018, our TV Land online properties in the aggregate averaged approximately 315,000 monthly unique visitors domestically and, according to internal data, 3.2 million content video streams each month. TV Land has approximately 7 million cumulative followers across social media platforms.
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CMT is a leading country music and lifestyle destination, offering a mix of original series, music events and specials. CMT also has a 24-hour linear music channel, CMT Music, and online radio station, CMT Radio.
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Programming highlights in fiscal year 2018 included the premiere of
Music City
; returning favorites
Steve Austin's Broken Skull Challenge
and
Dallas Cowboys Cheerleaders: Making the Team
; and tentpole events and music programming such as the
CMT Music Awards
,
CMT Artists of the Year
and
CMT Crossroads
.
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In September 2018, CMT reached approximately 109 million cumulative television subscribers in 6 countries worldwide.
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In the quarter ended September 30, 2018, our CMT online properties in the aggregate averaged approximately 1.1 million monthly unique visitors domestically and, according to internal data, 1.5 million content video streams each month. CMT has approximately 13 million cumulative followers across social media platforms.
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Logo is a leading entertainment brand inspired by the LGBTQ community. Logo features one-of-a-kind personalities, shows, specials and unique stories.
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Programming highlights in fiscal year 2018 included three groundbreaking projects from Logo Documentary Films -
Light in the Water
,
Quiet Heroes
and
When the Beat Drops
- as well as licensed favorites such as
Will & Grace
. Logo Digital premiered
Portrait of a Queen
, as well as the digital series
Out Of The Closet
.
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In September 2018, Logo reached approximately 43 million cumulative television subscribers, airing only in the U.S.
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In the quarter ended September 30, 2018, our Logo online properties in the aggregate averaged approximately 1 million monthly unique visitors domestically and, according to internal data, 476,000 content video streams each month. Logo has approximately 3 million cumulative followers across social media platforms.
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Channel 5, a free-to-air PSB in the UK, and its affiliated channels air a broad mix of popular content, including factual programming, entertainment, reality, sports, acquired and original drama, and preschool programming through its award-winning Milkshake! brand. In August 2018, Channel 5 was named “Best Channel of the Year” at the Edinburgh Television Festival.
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Programming highlights in fiscal year 2018 included
Michael Palin in North Korea,
the
Jeremy Vine Show
,
Cruising with Jane McDonald
,
which
won a BAFTA award in the “Features” category,
Britain by Bike
,
Blind Date
and popular returning series such as
The Yorkshire Vet, GPs: Behind Closed Doors
and
Paddington Station 24/7
.
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In September 2018, Channel 5 reached approximately 181 million cumulative television subscribers in the UK.
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In the quarter ended September 30, 2018, according to internal data, our Channel 5 online properties in the aggregate averaged approximately 6 million monthly unique visitors and 78 million content streams each month. Channel 5 has approximately 1.3 million cumulative followers across social media platforms.
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Telefe is a leading free-to-air channel and one of the biggest content producers in Argentina, with 11 studios and more than 3,500 hours of content produced each year. Telefe studios co-produced nine films in fiscal year 2018.
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Programming highlights in fiscal year 2018 included national telenovelas such as
100 Days to Fall in Love
,
Sandro
,
Rhizoma Hotel
and
Straight to the Heart
; unscripted programs, including
Time to Talk
(an original production),
Por el mundo
and
Drunk History
; international telenovelas, including
El Sultan
and
Elif
; and original reality series such as
Family Food Fight
,
Bake Off
,
La Voz Argentina
and the
Susana Giménez
specials.
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In September 2018, Telefe reached approximately 25 million cumulative television subscribers in 22 countries worldwide.
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In the quarter ended September 30, 2018, our Telefe online properties in the aggregate averaged approximately 2.6 million monthly unique visitors in Argentina and, according to internal data, 21 million content video streams each month. Telefe has approximately 16.8 million cumulative followers across social media platforms.
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Paramount Channel is a 24-hour movie channel featuring classic and contemporary films from the Paramount library and other Hollywood studios as well as domestic and international television series. Paramount Channel is available free-to-air in Italy, and on basic cable television in France, Hungary, Russia, Romania, Poland, various countries in South East Asia and various Latin American countries, including Brazil, Mexico, Chile and Argentina.
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In September 2018, Paramount Channel reached approximately 110 million cumulative television subscribers in 112 countries worldwide.
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Paramount+ is an advertising-free, premium video-on-demand service, featuring films from Paramount Pictures and hundreds of television episodes from Viacom’s library. Available as an authenticated service or to customers of select subscription service providers, as of September 2018, Paramount+ was available in Sweden, Denmark, Norway and Finland.
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Colors is a highly-rated Hindi-language general entertainment pay television channel operated by our Viacom18 joint venture in India. Colors is available in India and over 60 additional countries, including the U.S., Canada, the UK, parts of Europe, the Middle East and North Africa, Asia Pacific and South-East Asia. Colors is available in the U.S. as Aapka Colors. The Colors brand is also extended to the English language through Colors Infinity, an English general entertainment channel, and to six Indian regional languages through regional general entertainment channels that feature fiction shows, reality programming and feature films.
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In addition, our Viacom18 joint venture operates two Hindi language channels under its brand Rishtey, which is a free-to-air Hindi general entertainment channel, and a pay television Hindi movie channel, Rishtey Cineplex. Viacom18 also owns and operates Voot, a digital video-on-demand platform featuring original and television content and children’s programming, as well as content from MTV, Nickelodeon and Colors.
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Viacom18 Studios, Viacom18’s filmed entertainment business, includes Viacom18 Motion Pictures, a fully-integrated motion pictures studio, and Tipping Point, a digital content unit. In fiscal year 2018, Viacom18 Motion Pictures delivered critically and commercially successful films, such as
Padmaavat
, which set Bollywood box office records, and
Manto
, which received critical acclaim from several major International film festivals, including the Toronto International Film Festival, BFI London Film Festival and Busan International Film Festival. Viacom18 Motion Pictures also partners with Paramount to market and distribute Paramount films for theatrical exhibition in the Indian sub-continent, including
Mission: Impossible - Fallout
.
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Programming highlights in fiscal year 2018 included the 19
th
annual International Indian Film Academy Awards,
Filmfare
,
Bigg Boss
and
Naagin
on Colors and
Enga Vittu Mapillai
,
Alloy Bhubon Bora
,
Agni Sakshi
,
Lakshmi Baramma
,
Ghadge and Sun
and
Sur Nava Dhyas Nava
on Colors’ regional channels.
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In September 2018, Colors and Rishtey reached approximately 614 million cumulative television subscribers in 107 countries worldwide.
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TeenNick appeals to kids ages 6 to 11 and features Nickelodeon original live action hits, signature originals and The Splat, a programming block targeting millennials with iconic Nick library content from the 1990s.
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Nicktoons is a leading cartoon destination for kids featuring signature franchises and fan favorites, as well as the Nick Sports block.
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•
|
Nick Music is a 24-hour music video destination featuring a Nickelodeon-curated lineup which gives kids their favorite Top 40 hits from breakout artists and ever-popular hit-makers.
|
•
|
MTV2 is a music and lifestyle destination with content targeting male millennials aged 12 to 34 and featuring original music and irreverent lifestyle programming.
|
•
|
MTV Classic features a mix of fan-favorite series and music programming from MTV’s history, with a special focus on the 1990s and early 2000s.
|
•
|
MTV Live is a music-centric high-definition television channel.
|
•
|
BET Her is the first network designed for black women, reflecting the lifestyle of today’s African-American and multicultural adult viewer and delivering a variety of culturally relevant movies, series, music, live performances, specials and reality programming.
|
•
|
BET Gospel features gospel music and spiritual programming.
|
•
|
BET Hip Hop spotlights hip hop music programming and performances.
|
Name
|
Age
|
Position
|
Robert M. Bakish
|
54
|
President and Chief Executive Officer; Director
|
Christa A. D’Alimonte
|
49
|
Executive Vice President, General Counsel and Secretary
|
Wade Davis
|
46
|
Executive Vice President, Chief Financial Officer
|
DeDe Lea
|
54
|
Executive Vice President, Global Government Affairs
|
Robert M. Bakish
|
Mr. Bakish has been our President and Chief Executive Officer and a member of our Board of Directors since December 2016, having served as Acting President and Chief Executive Officer beginning November 2016. Mr. Bakish joined the predecessor of Viacom in 1997 and has held leadership positions throughout the organization, including as President and Chief Executive Officer of Viacom International Media Networks and its predecessor company, MTV Networks International (“MTVNI”), from 2007 to 2016; President of MTVNI; Executive Vice President, Operations and Viacom Enterprises; Executive Vice President and Chief Operating Officer, MTV Networks Advertising Sales; and Senior Vice President, Planning, Development and Technology. Before joining Viacom’s predecessor, Mr. Bakish was a partner with Booz Allen Hamilton in its Media and Entertainment practice. Mr. Bakish has served as a director of Avid Technology, Inc. since 2009.
|
Christa A. D’Alimonte
|
Ms. D’Alimonte has been our Executive Vice President, General Counsel and Secretary since April 2017. Prior to that, she was Senior Vice President, Deputy General Counsel and Assistant Secretary beginning November 2012. Prior to joining Viacom, Ms. D’Alimonte was a partner of Shearman & Sterling LLP, where she was Deputy Practice Group Leader of the Firm’s Global Mergers & Acquisitions group. She first joined Shearman & Sterling in 1993 and became a partner in 2001.
|
Wade Davis
|
Mr. Davis has been our Executive Vice President, Chief Financial Officer since November 2012. Prior to that, he served as Executive Vice President, Strategy and Corporate Development beginning August 2009, as Senior Vice President, Mergers & Acquisitions and Strategic Planning from January 2007 to August 2009 and as Senior Vice President of Mergers & Acquisitions beginning January 2006. Prior to joining Viacom, Mr. Davis was an investment banker in the technology and media sectors for more than a decade.
|
DeDe Lea
|
Ms. Lea has been our Executive Vice President, Global Government Affairs since January 2013, having previously served as Executive Vice President, Government Relations beginning November 2005. Prior to that, she was Senior Vice President, Government Relations of the predecessor of Viacom beginning September 2005. Prior to that, she served as Vice President of Government Affairs at Belo Corp. from 2004 to 2005 and as Vice President, Government Affairs of Viacom’s predecessor from 1997 to 2004.
|
•
|
Our world headquarters is located at 1515 Broadway, New York, New York, where we lease approximately 1.4 million square feet for executive, administrative and business offices for the Company and certain of our operating divisions. The lease runs through June 2031, with two renewal options based on market rates at the time of renewal for ten years each.
|
•
|
In addition to occupying space at 1515 Broadway in New York, we lease the following major office facilities: (a) approximately 400,000 square feet at 345 Hudson Street, New York, New York, through 2022, (b) approximately 278,000 square feet at 1540 Broadway, New York, New York, through 2021, and (c) approximately 210,000 square feet of office space at 1575 North Gower Street, Los Angeles, California, through 2028.
|
•
|
Viacom Media Networks’ Network Operations Center in Hauppauge, New York contains approximately 65,000 square feet of floor space on approximately nine acres of owned land.
|
•
|
The Nickelodeon Animation Studio at 203-231 West Olive Avenue, Burbank, California contains approximately 180,000 square feet of studio and office space, leased under two leases expiring in 2036.
|
•
|
Nickelodeon’s Live Action Studio contains approximately 108,000 square feet of stage and office space at Burbank Studios, 3000 West Alameda Avenue, Burbank, California, under a lease expiring in 2024.
|
•
|
Viacom International Studios located at 50 NW 14th Street, Miami, Florida, contains approximately 60,000 square feet of sound stages, production facilities and office space, under a facilities license agreement expiring in 2019.
|
•
|
CMT’s headquarters in Nashville, Tennessee occupies approximately 86,000 square feet of space for CMT’s executive, administrative and business offices and its studios, under leases expiring in 2020.
|
•
|
Internationally, we occupy approximately 140,000 square feet of space at our owned and leased Hawley Crescent facilities in London, and Telefe occupies approximately 496,000 square feet of office, studio and production space, transmission facilities and for other ancillary uses at its owned and leased facilities in Buenos Aires.
|
•
|
The Company maintains facilities for its Global Business Services Center at its offices in Budapest, Hungary where we lease approximately 44,200 square feet of space through 2023, and at its offices in Warsaw, Poland where we lease approximately 50,000 square feet of space through 2025.
|
•
|
Paramount owns the Paramount Pictures Studio situated at 5555 Melrose Avenue, Los Angeles, California, located on approximately 62 acres of land, and containing approximately 1.85 million square feet of floor space used for executive, administrative and business offices, sound stages, production facilities, theatres, equipment facilities and other ancillary uses. Paramount has embarked on a planned 25-year expansion and revitalization project for the studio.
|
•
|
Paramount Pictures International has offices in Chiswick, West London, where it leases approximately 33,000 square feet of space used for executive, administrative and business offices and a viewing cinema through 2024.
|
|
|
9/30/13
|
|
9/30/14
|
|
9/30/15
|
|
9/30/16
|
|
9/30/17
|
|
9/30/18
|
Class A Common
|
|
$100
|
|
$93
|
|
$55
|
|
$56
|
|
$49
|
|
$49
|
Class B Common
|
|
$100
|
|
$94
|
|
$54
|
|
$50
|
|
$37
|
|
$46
|
S&P 500
|
|
$100
|
|
$117
|
|
$114
|
|
$129
|
|
$150
|
|
$173
|
Peer Group
|
|
$100
|
|
$118
|
|
$127
|
|
$127
|
|
$136
|
|
$172
|
|
Year Ended September 30,
|
||||||||||||||||||
(in millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Revenues
|
$
|
12,943
|
|
|
$
|
13,263
|
|
|
$
|
12,488
|
|
|
$
|
13,268
|
|
|
$
|
13,783
|
|
Operating income
|
$
|
2,570
|
|
|
$
|
2,489
|
|
|
$
|
2,526
|
|
|
$
|
3,112
|
|
|
$
|
4,082
|
|
Net earnings from continuing operations (Viacom and noncontrolling interests)
|
$
|
1,728
|
|
|
$
|
1,919
|
|
|
$
|
1,471
|
|
|
$
|
2,002
|
|
|
$
|
2,464
|
|
Net earnings from continuing operations attributable to Viacom
|
$
|
1,688
|
|
|
$
|
1,871
|
|
|
$
|
1,436
|
|
|
$
|
1,922
|
|
|
$
|
2,392
|
|
Net earnings from continuing operations per share attributable to Viacom:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
4.19
|
|
|
$
|
4.68
|
|
|
$
|
3.62
|
|
|
$
|
4.78
|
|
|
$
|
5.54
|
|
Diluted
|
$
|
4.19
|
|
|
$
|
4.67
|
|
|
$
|
3.61
|
|
|
$
|
4.73
|
|
|
$
|
5.43
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
402.7
|
|
|
399.9
|
|
|
396.5
|
|
|
402.2
|
|
|
432.1
|
|
|||||
Diluted
|
403.0
|
|
|
400.6
|
|
|
398.0
|
|
|
406.0
|
|
|
440.2
|
|
|||||
Dividends declared per share of Class A and Class B common stock
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
$
|
1.40
|
|
|
$
|
1.46
|
|
|
$
|
1.26
|
|
|
September 30,
|
||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Total assets
|
$
|
23,783
|
|
|
$
|
23,698
|
|
|
$
|
22,508
|
|
|
$
|
22,143
|
|
|
$
|
22,985
|
|
Total debt
|
$
|
10,082
|
|
|
$
|
11,119
|
|
|
$
|
11,913
|
|
|
$
|
12,285
|
|
|
$
|
12,699
|
|
Total Viacom stockholders’ equity
|
$
|
7,407
|
|
|
$
|
6,035
|
|
|
$
|
4,277
|
|
|
$
|
3,538
|
|
|
$
|
3,719
|
|
Total equity
|
$
|
7,465
|
|
|
$
|
6,119
|
|
|
$
|
4,330
|
|
|
$
|
3,599
|
|
|
$
|
3,747
|
|
|
Year Ended
September 30, 2018 |
||||||||||||||||||
(in millions, except per share amounts)
|
Operating
Income |
|
Earnings from Continuing Operations Before Provision for Income Taxes
|
|
Provision for Income Taxes
|
|
Net Earnings
from Continuing Operations Attributable to Viacom |
|
Diluted EPS
from Continuing Operations |
||||||||||
Reported results (GAAP)
|
$
|
2,570
|
|
|
$
|
1,997
|
|
|
$
|
269
|
|
|
$
|
1,688
|
|
|
$
|
4.19
|
|
Factors Affecting Comparability:
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring and related costs
|
225
|
|
|
225
|
|
|
55
|
|
|
170
|
|
|
0.42
|
|
|||||
Gain on asset sale
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
(0.04
|
)
|
|||||
Gain on extinguishment of debt
|
—
|
|
|
(25
|
)
|
|
(6
|
)
|
|
(19
|
)
|
|
(0.05
|
)
|
|||||
Investment impairment
|
—
|
|
|
46
|
|
|
10
|
|
|
36
|
|
|
0.09
|
|
|||||
Discrete tax benefit
|
—
|
|
|
—
|
|
|
200
|
|
|
(200
|
)
|
|
(0.49
|
)
|
|||||
Adjusted results (Non-GAAP)
|
$
|
2,795
|
|
|
$
|
2,227
|
|
|
$
|
528
|
|
|
$
|
1,659
|
|
|
$
|
4.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and
Related Costs
(in millions)
|
Year Ended
September 30, 2018 |
||||||||||||||
Media Networks
|
|
Filmed Entertainment
|
|
Corporate
|
|
Total
|
|||||||||
Severance
|
$
|
133
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
138
|
|
Exit Costs
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||
Other related costs
|
1
|
|
|
—
|
|
|
48
|
|
|
49
|
|
||||
Total
|
$
|
172
|
|
|
$
|
4
|
|
|
$
|
49
|
|
|
$
|
225
|
|
|
|
|
|
|
|
|
|
|
Year Ended
September 30, 2017 |
||||||||||||||||||
(in millions, except per share amounts)
|
Operating
Income |
|
Earnings from Continuing Operations Before Provision for Income Taxes
|
|
Provision for Income Taxes
|
|
Net Earnings
from Continuing Operations Attributable to Viacom |
|
Diluted EPS
from Continuing Operations |
||||||||||
Reported results (GAAP)
|
$
|
2,489
|
|
|
$
|
2,212
|
|
|
$
|
293
|
|
|
$
|
1,871
|
|
|
$
|
4.67
|
|
Factors Affecting Comparability:
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring and programming charges
|
381
|
|
|
381
|
|
|
135
|
|
|
246
|
|
|
0.61
|
|
|||||
Gain on asset sale
|
(127
|
)
|
|
(412
|
)
|
|
(116
|
)
|
|
(285
|
)
|
|
(0.71
|
)
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
20
|
|
|
7
|
|
|
13
|
|
|
0.03
|
|
|||||
Investment impairment
|
—
|
|
|
10
|
|
|
4
|
|
|
6
|
|
|
0.01
|
|
|||||
Discrete tax benefit
|
—
|
|
|
—
|
|
|
340
|
|
|
(340
|
)
|
|
(0.84
|
)
|
|||||
Adjusted results (Non-GAAP)
|
$
|
2,743
|
|
|
$
|
2,211
|
|
|
$
|
663
|
|
|
$
|
1,511
|
|
|
$
|
3.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and
Programming Charges
(in millions)
|
Year Ended
September 30, 2017 |
||||||||||||||
Media Networks
|
|
Filmed Entertainment
|
|
Corporate
|
|
Total
|
|||||||||
Severance
|
$
|
142
|
|
|
$
|
50
|
|
|
$
|
20
|
|
|
$
|
212
|
|
Asset impairment
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||
Lease termination
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Restructuring
|
164
|
|
|
53
|
|
|
20
|
|
|
237
|
|
||||
Programming
|
113
|
|
|
31
|
|
|
—
|
|
|
144
|
|
||||
Total
|
$
|
277
|
|
|
$
|
84
|
|
|
$
|
20
|
|
|
$
|
381
|
|
|
|
|
|
|
|
|
|
|
Year Ended
September 30, 2016 |
||||||||||||||||||
(in millions, except per share amounts)
|
Operating
Income |
|
Earnings from Continuing Operations Before Provision for Income Taxes
|
|
Provision for Income Taxes
|
|
Net Earnings
from Continuing Operations Attributable to Viacom |
|
Diluted EPS
from Continuing Operations |
||||||||||
Reported results (GAAP)
|
$
|
2,526
|
|
|
$
|
1,990
|
|
|
$
|
519
|
|
|
$
|
1,436
|
|
|
$
|
3.61
|
|
Factors Affecting Comparability:
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring
|
206
|
|
|
206
|
|
|
75
|
|
|
131
|
|
|
0.33
|
|
|||||
Discrete tax benefit
|
—
|
|
|
—
|
|
|
102
|
|
|
(102
|
)
|
|
(0.26
|
)
|
|||||
Adjusted results (Non-GAAP)
|
$
|
2,732
|
|
|
$
|
2,196
|
|
|
$
|
696
|
|
|
$
|
1,465
|
|
|
$
|
3.68
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
Better/(Worse)
|
|||||||||||
(in millions)
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Revenues by Component
|
|
|
|
|
|
|
|
|||||||
Advertising
|
$
|
4,751
|
|
|
$
|
4,862
|
|
|
$
|
(111
|
)
|
|
(2
|
)%
|
Affiliate
|
4,595
|
|
|
4,638
|
|
|
(43
|
)
|
|
(1
|
)
|
|||
Ancillary
|
665
|
|
|
596
|
|
|
69
|
|
|
12
|
|
|||
Total revenues by component
|
$
|
10,011
|
|
|
$
|
10,096
|
|
|
$
|
(85
|
)
|
|
(1
|
)%
|
Expenses
|
|
|
|
|
|
|
|
|||||||
Operating
|
$
|
4,315
|
|
|
$
|
4,232
|
|
|
$
|
(83
|
)
|
|
(2
|
)%
|
Selling, general and administrative
|
2,401
|
|
|
2,392
|
|
|
(9
|
)
|
|
—
|
|
|||
Depreciation and amortization
|
169
|
|
|
175
|
|
|
6
|
|
|
3
|
|
|||
Total expenses
|
$
|
6,885
|
|
|
$
|
6,799
|
|
|
$
|
(86
|
)
|
|
(1
|
)%
|
Adjusted Operating Income
|
$
|
3,126
|
|
|
$
|
3,297
|
|
|
$
|
(171
|
)
|
|
(5
|
)%
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
Better/(Worse)
|
|||||||||||
(in millions)
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Revenues by Component
|
|
|
|
|
|
|
|
|||||||
Theatrical
|
$
|
695
|
|
|
$
|
808
|
|
|
$
|
(113
|
)
|
|
(14
|
)%
|
Home entertainment
|
622
|
|
|
849
|
|
|
(227
|
)
|
|
(27
|
)
|
|||
Licensing
|
1,529
|
|
|
1,315
|
|
|
214
|
|
|
16
|
|
|||
Ancillary
|
195
|
|
|
317
|
|
|
(122
|
)
|
|
(38
|
)
|
|||
Total revenues by component
|
$
|
3,041
|
|
|
$
|
3,289
|
|
|
$
|
(248
|
)
|
|
(8
|
)%
|
Expenses
|
|
|
|
|
|
|
|
|||||||
Operating
|
$
|
2,672
|
|
|
$
|
3,183
|
|
|
$
|
511
|
|
|
16
|
%
|
Selling, general and administrative
|
369
|
|
|
342
|
|
|
(27
|
)
|
|
(8
|
)
|
|||
Depreciation and amortization
|
39
|
|
|
44
|
|
|
5
|
|
|
11
|
|
|||
Total expenses
|
$
|
3,080
|
|
|
$
|
3,569
|
|
|
$
|
489
|
|
|
14
|
%
|
Adjusted Operating Loss
|
$
|
(39
|
)
|
|
$
|
(280
|
)
|
|
$
|
241
|
|
|
86
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
Better/(Worse)
|
|||||||||||
(in millions)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues by Component
|
|
|
|
|
|
|
|
|||||||
Advertising
|
$
|
4,862
|
|
|
$
|
4,809
|
|
|
$
|
53
|
|
|
1
|
%
|
Affiliate
|
4,638
|
|
|
4,556
|
|
|
82
|
|
|
2
|
|
|||
Ancillary
|
596
|
|
|
577
|
|
|
19
|
|
|
3
|
|
|||
Total revenues by component
|
$
|
10,096
|
|
|
$
|
9,942
|
|
|
$
|
154
|
|
|
2
|
%
|
Expenses
|
|
|
|
|
|
|
|
|||||||
Operating
|
$
|
4,232
|
|
|
$
|
4,063
|
|
|
$
|
(169
|
)
|
|
(4
|
)%
|
Selling, general and administrative
|
2,392
|
|
|
2,229
|
|
|
(163
|
)
|
|
(7
|
)
|
|||
Depreciation and amortization
|
175
|
|
|
166
|
|
|
(9
|
)
|
|
(5
|
)
|
|||
Total expenses
|
$
|
6,799
|
|
|
$
|
6,458
|
|
|
$
|
(341
|
)
|
|
(5
|
)%
|
Adjusted Operating Income
|
$
|
3,297
|
|
|
$
|
3,484
|
|
|
$
|
(187
|
)
|
|
(5
|
)%
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
Better/(Worse)
|
|||||||||||
(in millions)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues by Component
|
|
|
|
|
|
|
|
|||||||
Theatrical
|
$
|
808
|
|
|
$
|
605
|
|
|
$
|
203
|
|
|
34
|
%
|
Home entertainment
|
849
|
|
|
783
|
|
|
66
|
|
|
8
|
|
|||
Licensing
|
1,315
|
|
|
1,100
|
|
|
215
|
|
|
20
|
|
|||
Ancillary
|
317
|
|
|
174
|
|
|
143
|
|
|
82
|
|
|||
Total revenues by component
|
$
|
3,289
|
|
|
$
|
2,662
|
|
|
$
|
627
|
|
|
24
|
%
|
Expenses
|
|
|
|
|
|
|
|
|||||||
Operating
|
$
|
3,183
|
|
|
$
|
2,738
|
|
|
$
|
(445
|
)
|
|
(16
|
)%
|
Selling, general and administrative
|
342
|
|
|
319
|
|
|
(23
|
)
|
|
(7
|
)
|
|||
Depreciation and amortization
|
44
|
|
|
50
|
|
|
6
|
|
|
12
|
|
|||
Total expenses
|
$
|
3,569
|
|
|
$
|
3,107
|
|
|
$
|
(462
|
)
|
|
(15
|
)%
|
Adjusted Operating Loss
|
$
|
(280
|
)
|
|
$
|
(445
|
)
|
|
$
|
165
|
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in cash and cash equivalents
(in millions)
|
Year Ended
September 30, |
|
Better/(Worse)
$
|
||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
|||||||||||
Net cash provided by operating activities
|
$
|
1,822
|
|
|
$
|
1,672
|
|
|
$
|
1,371
|
|
|
$
|
150
|
|
|
$
|
301
|
|
Net cash provided by/(used in) investing activities
|
(224
|
)
|
|
329
|
|
|
(299
|
)
|
|
(553
|
)
|
|
628
|
|
|||||
Net cash used in financing activities
|
(1,410
|
)
|
|
(1,011
|
)
|
|
(1,173
|
)
|
|
(399
|
)
|
|
162
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(20
|
)
|
|
20
|
|
|
(26
|
)
|
|
(40
|
)
|
|
46
|
|
|||||
Net change in cash and cash equivalents
|
$
|
168
|
|
|
$
|
1,010
|
|
|
$
|
(127
|
)
|
|
$
|
(842
|
)
|
|
$
|
1,137
|
|
Reconciliation of net cash provided by operating activities
to free cash flow and operating free cash flow
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities (GAAP)
|
$
|
1,822
|
|
|
$
|
1,672
|
|
|
$
|
1,371
|
|
|
$
|
150
|
|
|
$
|
301
|
|
Capital expenditures
|
(178
|
)
|
|
(195
|
)
|
|
(172
|
)
|
|
17
|
|
|
(23
|
)
|
|||||
Free cash flow (Non-GAAP)
|
1,644
|
|
|
1,477
|
|
|
1,199
|
|
|
167
|
|
|
278
|
|
|||||
Debt retirement premium
|
—
|
|
|
33
|
|
|
—
|
|
|
(33
|
)
|
|
33
|
|
|||||
Operating free cash flow (Non-GAAP)
|
$
|
1,644
|
|
|
$
|
1,510
|
|
|
$
|
1,199
|
|
|
$
|
134
|
|
|
$
|
311
|
|
|
|
|
|
|
|
|
|
|
|
Debt
(in millions)
|
September 30,
|
||||||
2018
|
|
2017
|
|||||
Notes and debentures
|
$
|
10,052
|
|
|
$
|
11,065
|
|
Capital leases and other obligations
|
30
|
|
|
54
|
|
||
Total debt
|
$
|
10,082
|
|
|
$
|
11,119
|
|
|
|
|
|
Contractual Obligations
(in millions)
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
||||||||||
Off-balance Sheet Arrangements
|
|
|
|
|
|
|
|
|
|
||||||||||
Programming and talent commitments
(1)
|
$
|
2,001
|
|
|
$
|
759
|
|
|
$
|
833
|
|
|
$
|
334
|
|
|
$
|
75
|
|
Operating leases
(2)
|
1,686
|
|
|
176
|
|
|
426
|
|
|
294
|
|
|
790
|
|
|||||
Purchase obligations
(3)
|
1,050
|
|
|
578
|
|
|
386
|
|
|
70
|
|
|
16
|
|
|||||
On-Balance Sheet Arrangements
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital lease obligations
(4)
|
$
|
34
|
|
|
$
|
19
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Debt
|
10,483
|
|
|
550
|
|
|
752
|
|
|
2,331
|
|
|
6,850
|
|
|||||
Interest payments
(5)
|
9,415
|
|
|
518
|
|
|
950
|
|
|
867
|
|
|
7,080
|
|
|||||
Other long-term obligations
(6)
|
2,412
|
|
|
1,391
|
|
|
846
|
|
|
169
|
|
|
6
|
|
(1)
|
Programming and talent commitments include
$1.569 billion
relating to media networks programming and
$432 million
for talent contracts.
|
(2)
|
Operating leases include long-term non-cancelable operating lease commitments for office space, equipment, transponders, studio facilities and vehicles.
|
(3)
|
Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including open purchase orders.
|
(4)
|
Capital lease obligations include capital leases for satellite transponders.
|
(5)
|
Interest payments on our junior subordinated debentures subsequent to the expiration of their fixed-rate periods have been included based on their current fixed rates.
|
(6)
|
Other long-term obligations principally consist of participations, residuals and programming obligations for content that is available for airing.
|
Index to financial statements and supplementary data:
|
|
|
|
|
|
|
|
Consolidated Statements of Earnings for the years ended September 30,
2018, 2017 and 2016
|
|
|
|
Consolidated Statements of Comprehensive Income
for the years ended September 30, 2018, 2017 and 2016
|
|
|
|
|
|
|
|
Consolidated Statements of Stockholders’ Equity
for the years ended September 30, 2018, 2017 and 2016
|
|
|
|
|
|
|
|
V
IACOM
I
NC
.
|
|
|
|
By:
|
/
S
/ R
OBERT
M. B
AKISH
|
|
Robert M. Bakish
|
|
President and Chief Executive Officer
|
|
|
By:
|
/
S
/ W
ADE
D
AVIS
|
|
Wade Davis
|
|
Executive Vice President, Chief Financial Officer
|
|
|
By:
|
/
S
/ K
ATHERINE
G
ILL
-C
HAREST
|
|
Katherine Gill-Charest
|
|
Senior Vice President, Controller and
Chief Accounting Officer
|
|
|
|
|
|
|
||||||
|
Year Ended September 30,
|
||||||||||
(in millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
$
|
12,943
|
|
|
$
|
13,263
|
|
|
$
|
12,488
|
|
Expenses:
|
|
|
|
|
|
||||||
Operating
|
6,879
|
|
|
7,436
|
|
|
6,684
|
|
|||
Selling, general and administrative
|
3,056
|
|
|
3,005
|
|
|
2,851
|
|
|||
Depreciation and amortization
|
213
|
|
|
223
|
|
|
221
|
|
|||
Restructuring and related costs
|
225
|
|
|
237
|
|
|
206
|
|
|||
Total expenses
|
10,373
|
|
|
10,901
|
|
|
9,962
|
|
|||
Gain on asset sale
|
—
|
|
|
127
|
|
|
—
|
|
|||
Operating income
|
2,570
|
|
|
2,489
|
|
|
2,526
|
|
|||
Interest expense, net
|
(560
|
)
|
|
(618
|
)
|
|
(616
|
)
|
|||
Equity in net earnings of investee companies
|
9
|
|
|
81
|
|
|
87
|
|
|||
Gain on sale of EPIX
|
—
|
|
|
285
|
|
|
—
|
|
|||
Other items, net
|
(22
|
)
|
|
(25
|
)
|
|
(7
|
)
|
|||
Earnings from continuing operations before provision for income taxes
|
1,997
|
|
|
2,212
|
|
|
1,990
|
|
|||
Provision for income taxes
|
(269
|
)
|
|
(293
|
)
|
|
(519
|
)
|
|||
Net earnings from continuing operations
|
1,728
|
|
|
1,919
|
|
|
1,471
|
|
|||
Discontinued operations, net of tax
|
31
|
|
|
3
|
|
|
2
|
|
|||
Net earnings (Viacom and noncontrolling interests)
|
1,759
|
|
|
1,922
|
|
|
1,473
|
|
|||
Net earnings attributable to noncontrolling interests
|
(40
|
)
|
|
(48
|
)
|
|
(35
|
)
|
|||
Net earnings attributable to Viacom
|
$
|
1,719
|
|
|
$
|
1,874
|
|
|
$
|
1,438
|
|
Amounts attributable to Viacom:
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
1,688
|
|
|
$
|
1,871
|
|
|
$
|
1,436
|
|
Discontinued operations, net of tax
|
31
|
|
|
3
|
|
|
2
|
|
|||
Net earnings attributable to Viacom
|
$
|
1,719
|
|
|
$
|
1,874
|
|
|
$
|
1,438
|
|
Basic earnings per share attributable to Viacom:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.19
|
|
|
$
|
4.68
|
|
|
$
|
3.62
|
|
Discontinued operations
|
0.08
|
|
|
0.01
|
|
|
0.01
|
|
|||
Net earnings
|
$
|
4.27
|
|
|
$
|
4.69
|
|
|
$
|
3.63
|
|
Diluted earnings per share attributable to Viacom:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.19
|
|
|
$
|
4.67
|
|
|
$
|
3.61
|
|
Discontinued operations
|
0.08
|
|
|
0.01
|
|
|
—
|
|
|||
Net earnings
|
$
|
4.27
|
|
|
$
|
4.68
|
|
|
$
|
3.61
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
402.7
|
|
|
399.9
|
|
|
396.5
|
|
|||
Diluted
|
403.0
|
|
|
400.6
|
|
|
398.0
|
|
|||
Dividends declared per share of Class A and Class B common stock
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
$
|
1.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Year Ended September 30,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net earnings (Viacom and noncontrolling interests)
|
$
|
1,759
|
|
|
$
|
1,922
|
|
|
$
|
1,473
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(166
|
)
|
|
29
|
|
|
(101
|
)
|
|||
Defined benefit pension plans
|
40
|
|
|
37
|
|
|
(65
|
)
|
|||
Cash flow hedges
|
(1
|
)
|
|
7
|
|
|
1
|
|
|||
Available-for-sale securities
|
48
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income/(loss) (Viacom and noncontrolling interests)
|
(79
|
)
|
|
73
|
|
|
(165
|
)
|
|||
Comprehensive income
|
1,680
|
|
|
1,995
|
|
|
1,308
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
37
|
|
|
47
|
|
|
28
|
|
|||
Comprehensive income attributable to Viacom
|
$
|
1,643
|
|
|
$
|
1,948
|
|
|
$
|
1,280
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
September 30,
|
||||||
(in millions, except par value)
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,557
|
|
|
$
|
1,389
|
|
Receivables, net
|
3,141
|
|
|
2,970
|
|
||
Inventory, net
|
896
|
|
|
919
|
|
||
Prepaid and other assets
|
482
|
|
|
523
|
|
||
Total current assets
|
6,076
|
|
|
5,801
|
|
||
Property and equipment, net
|
919
|
|
|
978
|
|
||
Inventory, net
|
3,848
|
|
|
3,982
|
|
||
Goodwill
|
11,609
|
|
|
11,665
|
|
||
Intangibles, net
|
313
|
|
|
313
|
|
||
Other assets
|
1,018
|
|
|
959
|
|
||
Total assets
|
$
|
23,783
|
|
|
$
|
23,698
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
433
|
|
|
$
|
431
|
|
Accrued expenses
|
848
|
|
|
869
|
|
||
Participants' share and residuals
|
719
|
|
|
825
|
|
||
Program obligations
|
662
|
|
|
712
|
|
||
Deferred revenue
|
398
|
|
|
463
|
|
||
Current portion of debt
|
567
|
|
|
19
|
|
||
Other liabilities
|
427
|
|
|
434
|
|
||
Total current liabilities
|
4,054
|
|
|
3,753
|
|
||
Noncurrent portion of debt
|
9,515
|
|
|
11,100
|
|
||
Participants' share and residuals
|
523
|
|
|
384
|
|
||
Program obligations
|
498
|
|
|
477
|
|
||
Deferred tax liabilities, net
|
296
|
|
|
294
|
|
||
Other liabilities
|
1,186
|
|
|
1,323
|
|
||
Redeemable noncontrolling interest
|
246
|
|
|
248
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Viacom stockholders' equity:
|
|
|
|
||||
Class A common stock, par value $0.001, 375.0 authorized; 49.4 and 49.4 outstanding, respectively
|
—
|
|
|
—
|
|
||
Class B common stock, par value $0.001, 5,000.0 authorized; 353.7 and 353.0 outstanding, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
10,145
|
|
|
10,119
|
|
||
Treasury stock, 393.1 and 393.8 common shares held in treasury, respectively
|
(20,562
|
)
|
|
(20,590
|
)
|
||
Retained earnings
|
18,561
|
|
|
17,124
|
|
||
Accumulated other comprehensive loss
|
(737
|
)
|
|
(618
|
)
|
||
Total Viacom stockholders' equity
|
7,407
|
|
|
6,035
|
|
||
Noncontrolling interests
|
58
|
|
|
84
|
|
||
Total equity
|
7,465
|
|
|
6,119
|
|
||
Total liabilities and equity
|
$
|
23,783
|
|
|
$
|
23,698
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Year Ended September 30,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net earnings (Viacom and noncontrolling interests)
|
$
|
1,759
|
|
|
$
|
1,922
|
|
|
$
|
1,473
|
|
Discontinued operations, net of tax
|
(31
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Net earnings from continuing operations
|
1,728
|
|
|
1,919
|
|
|
1,471
|
|
|||
Reconciling items:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
213
|
|
|
223
|
|
|
221
|
|
|||
Feature film and program amortization
|
4,785
|
|
|
4,739
|
|
|
4,568
|
|
|||
Equity-based compensation
|
57
|
|
|
68
|
|
|
163
|
|
|||
Equity in net earnings and distributions from investee companies
|
(2
|
)
|
|
(14
|
)
|
|
(83
|
)
|
|||
Gain on asset sales
|
(16
|
)
|
|
(412
|
)
|
|
—
|
|
|||
Deferred income taxes
|
(45
|
)
|
|
(174
|
)
|
|
254
|
|
|||
Operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Receivables
|
(250
|
)
|
|
(132
|
)
|
|
149
|
|
|||
Production and programming
|
(4,606
|
)
|
|
(4,412
|
)
|
|
(5,102
|
)
|
|||
Accounts payable and other current liabilities
|
(45
|
)
|
|
(207
|
)
|
|
(229
|
)
|
|||
Other, net
|
3
|
|
|
74
|
|
|
(41
|
)
|
|||
Net cash provided by operating activities
|
1,822
|
|
|
1,672
|
|
|
1,371
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Acquisitions and investments, net
|
(112
|
)
|
|
(378
|
)
|
|
(58
|
)
|
|||
Capital expenditures
|
(178
|
)
|
|
(195
|
)
|
|
(172
|
)
|
|||
Proceeds received from asset sales
|
57
|
|
|
848
|
|
|
—
|
|
|||
Grantor trust proceeds/(contributions)
|
9
|
|
|
54
|
|
|
(69
|
)
|
|||
Net cash provided by/(used in) investing activities
|
(224
|
)
|
|
329
|
|
|
(299
|
)
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Borrowings
|
—
|
|
|
2,569
|
|
|
—
|
|
|||
Debt repayments
|
(1,000
|
)
|
|
(3,352
|
)
|
|
(368
|
)
|
|||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(100
|
)
|
|||
Dividends paid
|
(322
|
)
|
|
(319
|
)
|
|
(635
|
)
|
|||
Exercise of stock options
|
2
|
|
|
172
|
|
|
11
|
|
|||
Other, net
|
(90
|
)
|
|
(81
|
)
|
|
(81
|
)
|
|||
Net cash used in financing activities
|
(1,410
|
)
|
|
(1,011
|
)
|
|
(1,173
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(20
|
)
|
|
20
|
|
|
(26
|
)
|
|||
Net change in cash and cash equivalents
|
168
|
|
|
1,010
|
|
|
(127
|
)
|
|||
Cash and cash equivalents at beginning of period
|
1,389
|
|
|
379
|
|
|
506
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,557
|
|
|
$
|
1,389
|
|
|
$
|
379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(in millions)
|
Common
Stock
(shares)
|
|
Common
Stock/
Additional Paid-In Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Viacom
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||
September 30, 2015
|
398.1
|
|
|
$
|
10,017
|
|
|
$
|
(20,725
|
)
|
|
$
|
14,780
|
|
|
$
|
(534
|
)
|
|
$
|
3,538
|
|
|
$
|
61
|
|
|
$
|
3,599
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,438
|
|
|
—
|
|
|
1,438
|
|
|
35
|
|
|
1,473
|
|
|||||||
Other comprehensive loss, net of income tax benefit of $31
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
(158
|
)
|
|
(7
|
)
|
|
(165
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|
(36
|
)
|
|
(68
|
)
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(558
|
)
|
|
—
|
|
|
(558
|
)
|
|
—
|
|
|
(558
|
)
|
|||||||
Purchase of treasury stock
|
(2.1
|
)
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
(100
|
)
|
|||||||
Equity-based compensation and other
|
1.0
|
|
|
122
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
149
|
|
|||||||
September 30, 2016
|
397.0
|
|
|
10,139
|
|
|
(20,798
|
)
|
|
15,628
|
|
|
(692
|
)
|
|
4,277
|
|
|
53
|
|
|
4,330
|
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,874
|
|
|
—
|
|
|
1,874
|
|
|
48
|
|
|
1,922
|
|
|||||||
Other comprehensive income/(loss), net of income tax expense of $27
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
74
|
|
|
(1
|
)
|
|
73
|
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
|
(16
|
)
|
|
(73
|
)
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(321
|
)
|
|
—
|
|
|
(321
|
)
|
|
—
|
|
|
(321
|
)
|
|||||||
Equity-based compensation and other
|
5.4
|
|
|
(20
|
)
|
|
208
|
|
|
—
|
|
|
—
|
|
|
188
|
|
|
—
|
|
|
188
|
|
|||||||
September 30, 2017
|
402.4
|
|
|
10,119
|
|
|
(20,590
|
)
|
|
17,124
|
|
|
(618
|
)
|
|
6,035
|
|
|
84
|
|
|
6,119
|
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,719
|
|
|
—
|
|
|
1,719
|
|
|
40
|
|
|
1,759
|
|
|||||||
Other comprehensive loss, net of income tax expense of $77
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
(76
|
)
|
|
(3
|
)
|
|
(79
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|
—
|
|
|
(325
|
)
|
|
—
|
|
|
(325
|
)
|
|||||||
Equity-based compensation and other
(1)
|
0.7
|
|
|
26
|
|
|
28
|
|
|
43
|
|
|
(43
|
)
|
|
54
|
|
|
—
|
|
|
54
|
|
|||||||
September 30, 2018
|
403.1
|
|
|
$
|
10,145
|
|
|
$
|
(20,562
|
)
|
|
$
|
18,561
|
|
|
$
|
(737
|
)
|
|
$
|
7,407
|
|
|
$
|
58
|
|
|
$
|
7,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
ASU 2016-13 introduces a new impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a forward-looking “expected loss” model that will replace the current “incurred loss” model and generally will result in earlier recognition of allowances for losses. The guidance will be effective for the first interim period of our 2021 fiscal year, with early adoption in fiscal year 2020 permitted. We are currently evaluating the impact of the new standard.
|
•
|
ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Among other provisions, the new guidance requires the fair value measurement of equity investments. For equity investments without readily determinable fair values, entities have the option to either measure these investments at fair value or at cost adjusted for changes in observable prices minus impairment. All changes in measurement will be recognized in net income. The guidance will be effective for the first interim period of our 2019 fiscal year. Early adoption is not permitted, except for certain provisions relating to financial liabilities. We expect to adopt ASU 2016-01 using the modified retrospective method and record a transition adjustment to reclassify
$54 million
, net of tax, of accumulated other comprehensive income related to our available-for-sale securities to retained earnings. We further expect to adopt prospectively the “measurement alternative” using subsequent available observable price changes for our investments without readily determinable fair values. Gains and losses resulting from the movements in fair value of equity investments will be recorded as a component of
Other items, net
in the Consolidated Statements of Earnings.
|
•
|
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2 – Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
|
|
|||
Purchase Price Allocation
(in millions)
|
|||||
Current assets
|
|
$
|
88
|
|
|
Goodwill
|
|
258
|
|
||
Intangible assets
|
|
49
|
|
||
Property and equipment
|
|
73
|
|
||
Other assets
|
|
13
|
|
||
Assets acquired
|
|
481
|
|
||
Accounts payable and accrued expenses
|
|
55
|
|
||
Other liabilities
|
|
90
|
|
||
Liabilities assumed
|
|
145
|
|
||
|
|
$
|
336
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property and Equipment, net
(in millions)
|
September 30,
|
|
Estimated
Life
(in years)
|
|||||||
2018
|
|
2017
|
|
|||||||
Land
|
$
|
251
|
|
|
$
|
261
|
|
|
—
|
|
Buildings
|
468
|
|
|
491
|
|
|
up to 40
|
|
||
Capital leases
|
193
|
|
|
201
|
|
|
up to 15
|
|
||
Equipment and other
|
2,101
|
|
|
2,020
|
|
|
up to 20
|
|
||
Property and equipment
|
3,013
|
|
|
2,973
|
|
|
|
|||
Accumulated depreciation
|
(2,094
|
)
|
|
(1,995
|
)
|
|
|
|||
Property and equipment, net
|
$
|
919
|
|
|
$
|
978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inventory
(in millions)
|
September 30,
|
||||||
2018
|
|
2017
|
|||||
Film inventory:
|
|
|
|
||||
Released, net of amortization
|
$
|
454
|
|
|
$
|
534
|
|
Completed, not yet released
|
11
|
|
|
85
|
|
||
In process and other
|
713
|
|
|
686
|
|
||
|
1,178
|
|
|
1,305
|
|
||
Television production:
|
|
|
|
||||
Released, net of amortization
|
6
|
|
|
15
|
|
||
In process and other
|
201
|
|
|
237
|
|
||
|
207
|
|
|
252
|
|
||
Original programming:
|
|
|
|
||||
Released, net of amortization
|
1,124
|
|
|
1,146
|
|
||
In process and other
|
757
|
|
|
673
|
|
||
|
1,881
|
|
|
1,819
|
|
||
Acquired program rights, net of amortization
|
1,411
|
|
|
1,435
|
|
||
Home entertainment inventory
|
67
|
|
|
90
|
|
||
Total inventory, net
|
4,744
|
|
|
4,901
|
|
||
Less current portion
|
896
|
|
|
919
|
|
||
Noncurrent portion
|
$
|
3,848
|
|
|
$
|
3,982
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Goodwill
(in millions)
|
Media
Networks
|
|
Filmed
Entertainment
|
|
Total
|
||||||
Balance at September 30, 2016
|
$
|
9,807
|
|
|
$
|
1,593
|
|
|
$
|
11,400
|
|
Acquisitions
|
279
|
|
|
—
|
|
|
279
|
|
|||
Foreign currency translation
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||
Balance at September 30, 2017
|
10,072
|
|
|
1,593
|
|
|
11,665
|
|
|||
Acquisitions
|
56
|
|
|
—
|
|
|
56
|
|
|||
Foreign currency translation
|
(112
|
)
|
|
—
|
|
|
(112
|
)
|
|||
Balance at September 30, 2018
|
$
|
10,016
|
|
|
$
|
1,593
|
|
|
$
|
11,609
|
|
|
|
|
|
|
|
|
|
|
|
||||
Intangibles
(in millions)
|
September 30,
|
||||||
2018
|
|
2017
|
|||||
Finite-lived intangible assets:
|
|
|
|
||||
Trade names
|
$
|
194
|
|
|
$
|
189
|
|
Licenses
|
149
|
|
|
159
|
|
||
Subscriber agreements
|
55
|
|
|
55
|
|
||
Other intangible assets
|
185
|
|
|
154
|
|
||
|
583
|
|
|
557
|
|
||
Accumulated amortization on finite-lived intangible assets:
|
|
|
|
||||
Trade names
|
(87
|
)
|
|
(78
|
)
|
||
Licenses
|
(28
|
)
|
|
(21
|
)
|
||
Subscriber agreements
|
(51
|
)
|
|
(49
|
)
|
||
Other intangible assets
|
(138
|
)
|
|
(131
|
)
|
||
|
(304
|
)
|
|
(279
|
)
|
||
Finite-lived intangible assets, net
|
279
|
|
|
278
|
|
||
Indefinite-lived intangible assets
|
34
|
|
|
35
|
|
||
Total intangibles, net
|
$
|
313
|
|
|
$
|
313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of Intangibles
(in millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Amortization expense
|
$
|
31
|
|
|
$
|
32
|
|
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt
(in millions)
|
September 30,
|
||||||
2018
|
|
2017
|
|||||
Senior Notes and Debentures:
|
|
|
|
||||
Senior notes due September 2019, 5.625%
|
550
|
|
|
550
|
|
||
Senior notes due December 2019, 2.750%
|
252
|
|
|
252
|
|
||
Senior notes due March 2021, 4.500%
|
497
|
|
|
496
|
|
||
Senior notes due December 2021, 3.875%
|
596
|
|
|
595
|
|
||
Senior notes due February 2022, 2.250%
|
102
|
|
|
188
|
|
||
Senior notes due June 2022, 3.125%
|
194
|
|
|
297
|
|
||
Senior notes due March 2023, 3.250%
|
181
|
|
|
298
|
|
||
Senior notes due September 2023, 4.250%
|
1,239
|
|
|
1,237
|
|
||
Senior notes due April 2024, 3.875%
|
488
|
|
|
545
|
|
||
Senior notes due October 2026, 3.450%
|
474
|
|
|
587
|
|
||
Senior debentures due December 2034, 4.850%
|
281
|
|
|
585
|
|
||
Senior debentures due April 2036, 6.875%
|
1,068
|
|
|
1,067
|
|
||
Senior debentures due October 2037, 6.750%
|
75
|
|
|
75
|
|
||
Senior debentures due February 2042, 4.500%
|
62
|
|
|
102
|
|
||
Senior debentures due March 2043, 4.375%
|
1,102
|
|
|
1,096
|
|
||
Senior debentures due June 2043, 4.875%
|
32
|
|
|
37
|
|
||
Senior debentures due September 2043, 5.850%
|
1,230
|
|
|
1,229
|
|
||
Senior debentures due April 2044, 5.250%
|
345
|
|
|
545
|
|
||
Junior Debentures:
|
|
|
|
||||
Junior subordinated debentures due February 2057, 5.875%
|
642
|
|
|
642
|
|
||
Junior subordinated debentures due February 2057, 6.250%
|
642
|
|
|
642
|
|
||
Capital lease and other obligations
|
30
|
|
|
54
|
|
||
Total debt
|
10,082
|
|
|
11,119
|
|
||
Less current portion
|
567
|
|
|
19
|
|
||
Noncurrent portion
|
$
|
9,515
|
|
|
$
|
11,100
|
|
|
|
|
|
|
|
|
|
||||
Change in Benefit Obligation
(in millions)
|
Year Ended
September 30, |
||||||
2018
|
|
2017
|
|||||
Benefit obligation, beginning of period
|
$
|
999
|
|
|
$
|
1,014
|
|
Interest cost
|
35
|
|
|
33
|
|
||
Actuarial gain
|
(47
|
)
|
|
(10
|
)
|
||
Benefits paid
|
(42
|
)
|
|
(38
|
)
|
||
Benefit obligation, end of period
|
$
|
945
|
|
|
$
|
999
|
|
|
|
|
|
|
|
|
|
||||
Change in Plan Assets
(in millions)
|
Year Ended
September 30, |
||||||
2018
|
|
2017
|
|||||
Fair value of plan assets, beginning of period
|
$
|
544
|
|
|
$
|
510
|
|
Actual return on plan assets
|
29
|
|
|
59
|
|
||
Employer contributions
|
12
|
|
|
13
|
|
||
Benefits paid
|
(42
|
)
|
|
(38
|
)
|
||
Fair value of plan assets, end of period
|
$
|
543
|
|
|
$
|
544
|
|
|
|
|
|
|
|
|
|
||||
Funded status
(in millions)
|
September 30,
|
||||||
2018
|
|
2017
|
|||||
Funded status
|
$
|
(402
|
)
|
|
$
|
(455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Funded Plans
|
|
Unfunded Plans
|
|
Total Plans
|
||||||||||||||||||
Accumulated Benefit Obligation
(in millions)
|
September 30,
|
|
September 30,
|
|
September 30,
|
||||||||||||||||||
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||||||||||
Accumulated benefit obligation
|
$
|
637
|
|
|
$
|
675
|
|
|
$
|
308
|
|
|
$
|
324
|
|
|
$
|
945
|
|
|
$
|
999
|
|
Fair value of plan assets
|
543
|
|
|
544
|
|
|
—
|
|
|
—
|
|
|
543
|
|
|
544
|
|
||||||
Funded status
|
(94
|
)
|
|
(131
|
)
|
|
(308
|
)
|
|
(324
|
)
|
|
(402
|
)
|
|
(455
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Periodic Benefit Costs
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Interest cost
|
$
|
35
|
|
|
$
|
33
|
|
|
$
|
35
|
|
Expected return on plan assets
|
(40
|
)
|
|
(37
|
)
|
|
(38
|
)
|
|||
Recognized actuarial loss
|
7
|
|
|
7
|
|
|
5
|
|
|||
Net periodic benefit costs
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|||
Other Comprehensive Income
(in millions)
|
Year Ended
September 30, 2018 |
|||
Net actuarial gain
|
$
|
(36
|
)
|
|
Recognized actuarial loss
|
(7
|
)
|
||
Total pre-tax gain
|
$
|
(43
|
)
|
|
|
|
|
|
|
|
||
|
Year Ended
September 30, |
||||
Key Assumptions
|
2018
|
|
2017
|
||
Weighted-average assumptions - benefit obligations
|
|
|
|
||
Discount rate
|
4.38
|
%
|
|
4.02
|
%
|
|
|
|
|
||
Weighted-average assumptions - net periodic costs
|
|
|
|
||
Discount rate
|
3.54
|
%
|
|
3.30
|
%
|
Expected long-term return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
|
|
|
|
|
|
|
||
|
September 30,
|
||||
Asset Allocation of Funded Pension Plan
|
2018
|
|
2017
|
||
Equity securities
|
65
|
%
|
|
65
|
%
|
Debt securities
|
34
|
|
|
31
|
|
Cash and cash equivalents
|
1
|
|
|
4
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||||||||
Fair Value of Plan Assets
(in millions)
|
September 30,
|
|
September 30,
|
|
September 30,
|
||||||||||||||||||
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||||||||||
Cash and Cash Equivalents
(1)
|
$
|
5
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
19
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common and preferred stock
|
9
|
|
|
7
|
|
|
9
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury securities
|
15
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
16
|
|
||||||
Municipal & government issued bonds
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
||||||
Corporate bonds
(2)
|
44
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
41
|
|
||||||
Mortgage-backed & asset-backed securities
|
47
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
36
|
|
||||||
Emerging markets
(3)
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets in the fair value hierarchy
|
121
|
|
|
141
|
|
|
9
|
|
|
27
|
|
|
112
|
|
|
114
|
|
||||||
Investments measured at net asset value
(4) (5)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities - world funds
|
318
|
|
|
308
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities - emerging markets
|
27
|
|
|
39
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - emerging markets
|
19
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - multi-strategy
|
58
|
|
|
56
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fair value of plan assets
|
$
|
543
|
|
|
$
|
544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Future Benefit Payments
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024-2028
|
|||||||||||||
Pension benefits
|
$
|
40
|
|
|
$
|
42
|
|
|
$
|
45
|
|
|
$
|
47
|
|
|
$
|
50
|
|
|
$
|
287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Redeemable Noncontrolling Interest
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Beginning balance
|
$
|
248
|
|
|
$
|
211
|
|
|
$
|
219
|
|
Net earnings
|
20
|
|
|
17
|
|
|
17
|
|
|||
Distributions
|
(16
|
)
|
|
(16
|
)
|
|
(19
|
)
|
|||
Translation adjustment
|
(6
|
)
|
|
7
|
|
|
(38
|
)
|
|||
Redemption value adjustment
|
—
|
|
|
29
|
|
|
32
|
|
|||
Ending balance
|
$
|
246
|
|
|
$
|
248
|
|
|
$
|
211
|
|
|
|
|
|
|
|
Contractual Obligations
(in millions)
|
Total
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
||||||||||||||
Off-balance Sheet Arrangements
|
|
|
|
|
|
|
|
||||||||||||||
Programming and talent commitments
(1)
|
$
|
2,001
|
|
$
|
759
|
|
$
|
501
|
|
$
|
332
|
|
$
|
199
|
|
$
|
135
|
|
$
|
75
|
|
Operating leases
(2)
|
1,686
|
|
176
|
|
222
|
|
204
|
|
175
|
|
119
|
|
790
|
|
|||||||
Purchase obligations
(3)
|
1,050
|
|
578
|
|
221
|
|
165
|
|
53
|
|
17
|
|
16
|
|
|||||||
On-Balance Sheet Arrangements
|
|
|
|
|
|
|
|
||||||||||||||
Capital lease obligations
(4)
|
$
|
34
|
|
$
|
19
|
|
$
|
8
|
|
$
|
6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
Debt
(5)
|
10,483
|
|
550
|
|
252
|
|
500
|
|
899
|
|
1,432
|
|
6,850
|
|
|||||||
Interest payments
(6)
|
9,415
|
|
518
|
|
481
|
|
469
|
|
444
|
|
423
|
|
7,080
|
|
|||||||
Other long-term obligations
(7)
|
2,412
|
|
1,391
|
|
545
|
|
301
|
|
101
|
|
68
|
|
6
|
|
(1)
|
Programming and talent commitments include
$1.569 billion
relating to media networks programming and
$432 million
for talent contracts.
|
(2)
|
Operating leases include long-term non-cancelable operating lease commitments for office space, equipment, transponders, studio facilities and vehicles.
|
(3)
|
Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including open purchase orders.
|
(4)
|
Capital lease obligations include capital leases for satellite transponders.
|
(5)
|
Represents face value at maturity.
|
(6)
|
Interest payments on our junior subordinated debentures subsequent to the expiration of their fixed-rate periods have been included based on their current fixed rates.
|
(7)
|
Other long-term obligations principally consist of participations, residuals and programming obligations for content that is available for airing.
|
|
|
|
|
|
|
||||||
Accumulated Other Comprehensive Loss
(in millions)
|
September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Foreign currency translation adjustments
|
$
|
(568
|
)
|
|
$
|
(405
|
)
|
|
$
|
(435
|
)
|
Defined benefit pension plans
|
(229
|
)
|
|
(221
|
)
|
|
(258
|
)
|
|||
Cash flow hedges
|
6
|
|
|
8
|
|
|
1
|
|
|||
Available for sale securities
|
54
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
(737
|
)
|
|
$
|
(618
|
)
|
|
$
|
(692
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity-Based Compensation Expense
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Recognized in earnings:
|
|
|
|
|
|
||||||
Stock options
|
$
|
14
|
|
|
$
|
15
|
|
|
$
|
29
|
|
Share units
|
39
|
|
|
39
|
|
|
66
|
|
|||
Compensation cost included in SG&A expense
|
53
|
|
|
54
|
|
|
95
|
|
|||
Compensation cost included in restructuring charge
(1)
|
4
|
|
|
14
|
|
|
68
|
|
|||
Total compensation cost in earnings
|
$
|
57
|
|
|
$
|
68
|
|
|
$
|
163
|
|
Tax benefit recognized
|
$
|
12
|
|
|
$
|
23
|
|
|
$
|
58
|
|
Capitalized equity-based compensation expense
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Year Ended September 30,
|
||||||||||
Key Assumptions
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted average fair value of grants
|
$
|
8.83
|
|
|
$
|
7.48
|
|
|
$
|
8.65
|
|
Weighted average assumptions:
|
|
|
|
|
|
||||||
Expected stock price volatility
|
36.7
|
%
|
|
28.4
|
%
|
|
36.1
|
%
|
|||
Expected term of options (in years)
|
5.3
|
|
|
4.9
|
|
|
5.4
|
|
|||
Risk-free interest rate
|
2.5
|
%
|
|
1.9
|
%
|
|
1.5
|
%
|
|||
Expected dividend yield
|
2.6
|
%
|
|
2.3
|
%
|
|
4.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Year Ended
September 30, 2018 |
|
Year Ended
September 30, 2017 |
|
Year Ended
September 30, 2016 |
|||||||||||||||
Stock Options
(number of options in thousands)
|
Options
|
|
Weighted
average
exercise
price
|
|
Options
|
|
Weighted
average
exercise
price
|
|
Options
|
|
Weighted
average
exercise
price
|
|||||||||
Outstanding at the beginning of the period
|
15,591.5
|
|
|
$
|
52.85
|
|
|
19,596.2
|
|
|
$
|
51.54
|
|
|
17,771.3
|
|
|
$
|
53.43
|
|
Granted
|
2,415.1
|
|
|
31.02
|
|
|
2,874.8
|
|
|
34.86
|
|
|
3,765.7
|
|
|
38.86
|
|
|||
Exercised
|
(59.8
|
)
|
|
30.12
|
|
|
(4,814.7
|
)
|
|
35.72
|
|
|
(1,242.5
|
)
|
|
35.24
|
|
|||
Forfeited or expired
|
(2,206.2
|
)
|
|
46.86
|
|
|
(2,064.8
|
)
|
|
55.25
|
|
|
(698.3
|
)
|
|
60.26
|
|
|||
Outstanding at the end of the period
|
15,740.6
|
|
|
$
|
50.43
|
|
|
15,591.5
|
|
|
$
|
52.85
|
|
|
19,596.2
|
|
|
$
|
51.54
|
|
Exercisable at the end of the period
|
10,999.5
|
|
|
$
|
57.20
|
|
|
9,331.8
|
|
|
$
|
57.85
|
|
|
12,191.2
|
|
|
$
|
49.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Year Ended September 30,
|
||||||||||
Stock Option Exercises
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Proceeds from stock option exercises
|
$
|
2
|
|
|
$
|
172
|
|
|
$
|
11
|
|
Intrinsic value
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
7
|
|
Excess tax benefit/(shortfall)
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Year Ended
September 30, 2018 |
|
Year Ended
September 30, 2017 |
|
Year Ended
September 30, 2016 |
|||||||||||||||
Share units
(number of shares in thousands)
|
Number
of
shares
|
|
Weighted
average
grant date
fair
value
|
|
Number
of
shares
|
|
Weighted
average
grant date
fair
value
|
|
Number
of
shares
|
|
Weighted
average
grant date
fair
value
|
|||||||||
Unvested at the beginning of the period
|
2,553.2
|
|
|
$
|
40.71
|
|
|
2,507.6
|
|
|
$
|
58.05
|
|
|
2,645.1
|
|
|
$
|
75.68
|
|
Granted
(1)
|
1,554.6
|
|
|
32.42
|
|
|
1,550.5
|
|
|
34.86
|
|
|
1,701.1
|
|
|
44.75
|
|
|||
Vested
|
(931.9
|
)
|
|
47.88
|
|
|
(941.2
|
)
|
|
55.84
|
|
|
(1,144.8
|
)
|
|
63.83
|
|
|||
Forfeited
|
(350.0
|
)
|
|
28.61
|
|
|
(563.7
|
)
|
|
76.53
|
|
|
(693.8
|
)
|
|
83.12
|
|
|||
Unvested at the end of the period
|
2,825.9
|
|
|
$
|
35.28
|
|
|
2,553.2
|
|
|
$
|
40.71
|
|
|
2,507.6
|
|
|
$
|
58.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and
Related Costs
(in millions)
|
Year Ended
September 30, 2018 |
||||||||||||||
Media Networks
|
|
Filmed Entertainment
|
|
Corporate
|
|
Total
|
|||||||||
Severance
(1)
|
$
|
133
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
138
|
|
Exit Costs
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||
Other related costs
|
1
|
|
|
—
|
|
|
48
|
|
|
49
|
|
||||
Total
|
$
|
172
|
|
|
$
|
4
|
|
|
$
|
49
|
|
|
$
|
225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and
Programming Charges
(in millions)
|
Year Ended
September 30, 2017 |
||||||||||||||
Media Networks
|
|
Filmed Entertainment
|
|
Corporate
|
|
Total
|
|||||||||
Severance
(1)
|
$
|
142
|
|
|
$
|
50
|
|
|
$
|
20
|
|
|
$
|
212
|
|
Asset impairment
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||
Lease termination
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Restructuring
|
164
|
|
|
53
|
|
|
20
|
|
|
237
|
|
||||
Programming
|
113
|
|
|
31
|
|
|
—
|
|
|
144
|
|
||||
Total
|
$
|
277
|
|
|
$
|
84
|
|
|
$
|
20
|
|
|
$
|
381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Severance liability
(in millions)
|
Media
Networks
|
|
Filmed
Entertainment
|
|
Corporate
|
|
Total
|
|||||||||
September 30, 2016
|
$
|
36
|
|
|
$
|
12
|
|
|
$
|
94
|
|
|
$
|
142
|
|
|
Accruals
|
136
|
|
|
47
|
|
|
15
|
|
|
198
|
|
|||||
Severance payments
|
(53
|
)
|
|
(14
|
)
|
|
(65
|
)
|
|
(132
|
)
|
|||||
September 30, 2017
|
119
|
|
|
45
|
|
|
44
|
|
|
208
|
|
|||||
Accruals
|
129
|
|
|
4
|
|
|
1
|
|
|
134
|
|
|||||
Severance payments
|
(99
|
)
|
|
(26
|
)
|
|
(22
|
)
|
|
(147
|
)
|
|||||
September 30, 2018
|
$
|
149
|
|
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Earnings from Continuing Operations before Provision for Income Taxes
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
United States
|
$
|
1,351
|
|
|
$
|
1,647
|
|
|
$
|
1,479
|
|
International
|
646
|
|
|
565
|
|
|
511
|
|
|||
Pre-tax earnings from continuing operations
|
$
|
1,997
|
|
|
$
|
2,212
|
|
|
$
|
1,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Provision for Income Taxes from Continuing Operations
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Current provision for income taxes:
|
|
|
|
|
|
||||||
Federal
|
$
|
148
|
|
|
$
|
312
|
|
|
$
|
112
|
|
State and local
|
32
|
|
|
43
|
|
|
31
|
|
|||
International
|
134
|
|
|
112
|
|
|
122
|
|
|||
Total current provision for income taxes
|
314
|
|
|
467
|
|
|
265
|
|
|||
Deferred provision for income taxes
|
(45
|
)
|
|
(174
|
)
|
|
254
|
|
|||
Provision for income taxes
|
$
|
269
|
|
|
$
|
293
|
|
|
$
|
519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Year Ended September 30,
|
|||||||
Effective Tax Rate
|
2018
|
|
2017
|
|
2016
|
|||
U.S. federal statutory income tax rate
|
24.5
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local taxes, net of federal benefit
|
1.8
|
|
|
1.4
|
|
|
1.7
|
|
Effect of international operations
|
(3.5
|
)
|
|
(5.5
|
)
|
|
(4.4
|
)
|
Qualified production activities deduction
|
(0.8
|
)
|
|
(3.0
|
)
|
|
(1.0
|
)
|
Change in valuation allowance
|
—
|
|
|
(1.4
|
)
|
|
(1.1
|
)
|
Tax accounting method change
|
(3.9
|
)
|
|
—
|
|
|
(2.7
|
)
|
Tax Cuts and Jobs Act
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
Foreign tax credits of repatriated non-U.S. earnings
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
Foreign tax credits on distribution of securities
|
—
|
|
|
(12.6
|
)
|
|
—
|
|
All other, net
|
2.7
|
|
|
(0.7
|
)
|
|
(1.0
|
)
|
Effective tax rate, continuing operations
|
13.5
|
%
|
|
13.2
|
%
|
|
26.1
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred Taxes
(in millions)
|
September 30,
|
||||||
2018
|
|
2017
|
|||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities
|
$
|
118
|
|
|
$
|
205
|
|
Postretirement and other employee benefits
|
167
|
|
|
348
|
|
||
Tax credit and loss carryforwards
|
131
|
|
|
259
|
|
||
All other
|
104
|
|
|
124
|
|
||
Total deferred tax assets
|
520
|
|
|
936
|
|
||
Valuation allowance
|
(87
|
)
|
|
(156
|
)
|
||
Total deferred tax assets, net
|
$
|
433
|
|
|
$
|
780
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property, equipment and intangible assets
|
$
|
(419
|
)
|
|
$
|
(619
|
)
|
Unbilled revenue
|
(80
|
)
|
|
(117
|
)
|
||
Financing obligations
|
(70
|
)
|
|
(113
|
)
|
||
Film & TV production expenditures
|
(124
|
)
|
|
(185
|
)
|
||
Total deferred tax liabilities
|
(693
|
)
|
|
(1,034
|
)
|
||
Deferred taxes, net
|
$
|
(260
|
)
|
|
$
|
(254
|
)
|
|
|
|
|
|
|
|
|
|
||||
Deferred Tax Assets / (Liabilities)
(in millions)
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
|||||
Deferred tax assets
|
|
$
|
36
|
|
|
$
|
40
|
|
Deferred tax liabilities
|
|
(296
|
)
|
|
(294
|
)
|
||
Deferred taxes, net
|
|
$
|
(260
|
)
|
|
$
|
(254
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrecognized Tax Benefits
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Balance at beginning of the period
|
$
|
159
|
|
|
$
|
164
|
|
|
$
|
179
|
|
Gross additions based on tax positions related to the current year
|
13
|
|
|
36
|
|
|
21
|
|
|||
Gross additions for tax positions of prior years
|
39
|
|
|
6
|
|
|
13
|
|
|||
Gross reductions for tax positions of prior years
|
(24
|
)
|
|
(14
|
)
|
|
(23
|
)
|
|||
Settlements
|
(3
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|||
Expiration of the statute of limitation
|
(5
|
)
|
|
(25
|
)
|
|
(25
|
)
|
|||
Balance at end of the period
|
$
|
179
|
|
|
$
|
159
|
|
|
$
|
164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted Average Number of Common Shares Outstanding and
Anti-Dilutive Common Shares
(in millions)
|
Year Ended September 30,
|
|||||||
2018
|
|
2017
|
|
2016
|
||||
Weighted average number of common shares outstanding, basic
|
402.7
|
|
|
399.9
|
|
|
396.5
|
|
Dilutive effect of equity awards
|
0.3
|
|
|
0.7
|
|
|
1.5
|
|
Weighted average number of common shares outstanding, diluted
|
403.0
|
|
|
400.6
|
|
|
398.0
|
|
|
|
|
|
|
|
|||
Anti-dilutive common shares
|
18.6
|
|
|
15.2
|
|
|
14.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Cash paid for interest
|
$
|
574
|
|
|
$
|
635
|
|
|
$
|
611
|
|
Cash paid for income taxes
|
$
|
133
|
|
|
$
|
476
|
|
|
$
|
275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenues by Segment
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Media Networks
|
$
|
10,011
|
|
|
$
|
10,096
|
|
|
$
|
9,942
|
|
Filmed Entertainment
|
3,041
|
|
|
3,289
|
|
|
2,662
|
|
|||
Eliminations
|
(109
|
)
|
|
(122
|
)
|
|
(116
|
)
|
|||
Total revenues
|
$
|
12,943
|
|
|
$
|
13,263
|
|
|
$
|
12,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted Operating Income/(Loss)
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Media Networks
|
$
|
3,126
|
|
|
$
|
3,297
|
|
|
$
|
3,484
|
|
Filmed Entertainment
|
(39
|
)
|
|
(280
|
)
|
|
(445
|
)
|
|||
Corporate expenses
|
(238
|
)
|
|
(221
|
)
|
|
(213
|
)
|
|||
Eliminations
|
(1
|
)
|
|
1
|
|
|
1
|
|
|||
Equity-based compensation
|
(53
|
)
|
|
(54
|
)
|
|
(95
|
)
|
|||
Programming charges
(1)
|
—
|
|
|
(144
|
)
|
|
—
|
|
|||
Restructuring and related costs
(2)
|
(225
|
)
|
|
(237
|
)
|
|
(206
|
)
|
|||
Gain on asset sale
|
—
|
|
|
127
|
|
|
—
|
|
|||
Operating income
|
2,570
|
|
|
2,489
|
|
|
2,526
|
|
|||
Interest expense, net
|
(560
|
)
|
|
(618
|
)
|
|
(616
|
)
|
|||
Equity in net earnings of investee companies
|
9
|
|
|
81
|
|
|
87
|
|
|||
Gain on sale of EPIX
|
—
|
|
|
285
|
|
|
—
|
|
|||
Other items, net
|
(22
|
)
|
|
(25
|
)
|
|
(7
|
)
|
|||
Earnings from continuing operations before provision for income taxes
|
$
|
1,997
|
|
|
$
|
2,212
|
|
|
$
|
1,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Depreciation and Amortization
|
|
Total Assets
|
||||||||||||||||
Depreciation and Amortization and Total Assets
(in millions)
|
Year Ended September 30,
|
|
September 30,
|
||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|||||||||||
Media Networks
|
$
|
169
|
|
|
$
|
175
|
|
|
$
|
166
|
|
|
$
|
17,576
|
|
|
$
|
17,984
|
|
Filmed Entertainment
|
39
|
|
|
44
|
|
|
50
|
|
|
5,297
|
|
|
6,188
|
|
|||||
Corporate/Eliminations
|
5
|
|
|
4
|
|
|
5
|
|
|
910
|
|
|
(474
|
)
|
|||||
Total
|
$
|
213
|
|
|
$
|
223
|
|
|
$
|
221
|
|
|
$
|
23,783
|
|
|
$
|
23,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital Expenditures
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Media Networks
|
$
|
121
|
|
|
$
|
164
|
|
|
$
|
141
|
|
Filmed Entertainment
|
51
|
|
|
27
|
|
|
28
|
|
|||
Corporate
|
6
|
|
|
4
|
|
|
3
|
|
|||
Total capital expenditures
|
$
|
178
|
|
|
$
|
195
|
|
|
$
|
172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenues by Component
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Advertising
|
$
|
4,751
|
|
|
$
|
4,862
|
|
|
$
|
4,809
|
|
Affiliate
|
4,595
|
|
|
4,638
|
|
|
4,556
|
|
|||
Feature film
|
2,846
|
|
|
2,972
|
|
|
2,488
|
|
|||
Ancillary
|
860
|
|
|
913
|
|
|
751
|
|
|||
Eliminations
|
(109
|
)
|
|
(122
|
)
|
|
(116
|
)
|
|||
Total revenues
|
$
|
12,943
|
|
|
$
|
13,263
|
|
|
$
|
12,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenues
(1)
|
|
Long-lived Assets
(2)
|
||||||||||||||||
Geographic Information
(in millions)
|
Year Ended September 30,
|
|
September 30,
|
||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|||||||||||
United States
|
$
|
9,178
|
|
|
$
|
9,497
|
|
|
$
|
9,308
|
|
|
$
|
4,777
|
|
|
$
|
5,049
|
|
EMEA
|
2,389
|
|
|
2,260
|
|
|
2,182
|
|
|
374
|
|
|
317
|
|
|||||
All other
|
1,376
|
|
|
1,506
|
|
|
998
|
|
|
187
|
|
|
157
|
|
|||||
Total
|
$
|
12,943
|
|
|
$
|
13,263
|
|
|
$
|
12,488
|
|
|
$
|
5,338
|
|
|
$
|
5,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CBS Related Party Transactions
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Consolidated Statements of Earnings
|
|
|
|
|
|
||||||
Revenues
|
$
|
117
|
|
|
$
|
138
|
|
|
$
|
133
|
|
Operating expenses
|
$
|
142
|
|
|
$
|
174
|
|
|
$
|
174
|
|
|
|
|
|
|
|
||||||
|
September 30,
|
|
|
||||||||
|
2018
|
|
2017
|
|
|
||||||
Consolidated Balance Sheets
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
7
|
|
|
$
|
5
|
|
|
|
||
|
|
|
|
|
|
||||||
Participants’ share and residuals, current
|
$
|
58
|
|
|
$
|
69
|
|
|
|
||
Program obligations, current
|
38
|
|
|
54
|
|
|
|
||||
Program obligations, noncurrent
|
32
|
|
|
49
|
|
|
|
||||
Other liabilities
|
2
|
|
|
1
|
|
|
|
||||
Total due to CBS
|
$
|
130
|
|
|
$
|
173
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other Related Party Transactions
(in millions)
|
Year Ended September 30,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Consolidated Statements of Earnings
|
|
|
|
|
|
||||||
Revenues
|
$
|
49
|
|
|
$
|
131
|
|
|
$
|
125
|
|
Operating expenses
|
$
|
16
|
|
|
$
|
67
|
|
|
$
|
72
|
|
Selling, general and administrative
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
(15
|
)
|
|
|
|
|
|
|
||||||
|
September 30,
|
|
|
||||||||
|
2018
|
|
2017
|
|
|
||||||
Consolidated Balance Sheets
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
43
|
|
|
$
|
49
|
|
|
|
||
Other assets
|
3
|
|
|
5
|
|
|
|
||||
Total due from other related parties
|
$
|
46
|
|
|
$
|
54
|
|
|
|
||
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
7
|
|
|
$
|
8
|
|
|
|
||
Other liabilities
|
2
|
|
|
—
|
|
|
|
||||
Total due to other related parties
|
$
|
9
|
|
|
$
|
8
|
|
|
|
||
|
|
|
|
|
|
2018
(in millions, except per share information)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year Ended
September 30, 2018 |
||||||||||
Revenues
|
$
|
3,073
|
|
|
$
|
3,148
|
|
|
$
|
3,237
|
|
|
$
|
3,485
|
|
|
$
|
12,943
|
|
Operating income
|
$
|
717
|
|
|
$
|
456
|
|
|
$
|
752
|
|
|
$
|
645
|
|
|
$
|
2,570
|
|
Net earnings from continuing operations (Viacom and noncontrolling interests)
|
$
|
551
|
|
|
$
|
264
|
|
|
$
|
514
|
|
|
$
|
399
|
|
|
$
|
1,728
|
|
Net earnings (Viacom and noncontrolling interests)
|
$
|
553
|
|
|
$
|
274
|
|
|
$
|
525
|
|
|
$
|
407
|
|
|
$
|
1,759
|
|
Net earnings from continuing operations attributable to Viacom
|
$
|
535
|
|
|
$
|
256
|
|
|
$
|
511
|
|
|
$
|
386
|
|
|
$
|
1,688
|
|
Net earnings attributable to Viacom
|
$
|
537
|
|
|
$
|
266
|
|
|
$
|
522
|
|
|
$
|
394
|
|
|
$
|
1,719
|
|
Basic earnings per share, continuing operations attributable to Viacom
|
$
|
1.33
|
|
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
0.96
|
|
|
$
|
4.19
|
|
Basic earnings per share attributable to Viacom
|
$
|
1.33
|
|
|
$
|
0.66
|
|
|
$
|
1.30
|
|
|
$
|
0.98
|
|
|
$
|
4.27
|
|
Diluted earnings per share, continuing operations attributable to Viacom
|
$
|
1.33
|
|
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
0.96
|
|
|
$
|
4.19
|
|
Diluted earnings per share attributable to Viacom
|
$
|
1.33
|
|
|
$
|
0.66
|
|
|
$
|
1.29
|
|
|
$
|
0.98
|
|
|
$
|
4.27
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
•
|
Restructuring and related charges:
|
◦
|
A pre-tax charge of
$185 million
(
$141 million
after tax), reflecting
$123 million
of severance,
$40 million
of exit costs and
$22 million
related costs comprised of third-party professional services in the second quarter.
|
◦
|
A pre-tax charge of
$15 million
(
$11 million
after tax), comprised of third-party professional services in the third quarter.
|
◦
|
A pre-tax charge of
$25 million
(
$18 million
after tax), reflecting
$15 million
of severance, reduction of
$2 million
related to exit costs and
$12 million
of other related costs in the fourth quarter.
|
•
|
A pre-tax debt extinguishment gain of
$25 million
(
$19 million
after tax) resulting from the retirement of debt in the first quarter.
|
•
|
A pre-tax and after tax gain of
$16 million
resulting from the sale of
1%
equity interest in Viacom18 to our joint venture partner in the second quarter.
|
•
|
A pre-tax impairment loss of
$46 million
(
$36 million
after tax) in connection with the write-off of a cost method investment in the second quarter.
|
•
|
A net discrete tax benefit of
$103 million
,
$46 million
,
$47 million
and
$4 million
in the first through fourth quarters, respectively.
|
2017
(in millions, except per share information)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year Ended
September 30, 2017 |
||||||||||
Revenues
|
$
|
3,324
|
|
|
$
|
3,256
|
|
|
$
|
3,364
|
|
|
$
|
3,319
|
|
|
$
|
13,263
|
|
Operating income
|
$
|
706
|
|
|
$
|
332
|
|
|
$
|
746
|
|
|
$
|
705
|
|
|
$
|
2,489
|
|
Net earnings from continuing operations (Viacom and noncontrolling interests)
|
$
|
408
|
|
|
$
|
128
|
|
|
$
|
688
|
|
|
$
|
695
|
|
|
$
|
1,919
|
|
Net earnings (Viacom and noncontrolling interests)
|
$
|
408
|
|
|
$
|
128
|
|
|
$
|
691
|
|
|
$
|
695
|
|
|
$
|
1,922
|
|
Net earnings from continuing operations attributable to Viacom
|
$
|
396
|
|
|
$
|
121
|
|
|
$
|
680
|
|
|
$
|
674
|
|
|
$
|
1,871
|
|
Net earnings attributable to Viacom
|
$
|
396
|
|
|
$
|
121
|
|
|
$
|
683
|
|
|
$
|
674
|
|
|
$
|
1,874
|
|
Basic earnings per share, continuing operations attributable to Viacom
|
$
|
1.00
|
|
|
$
|
0.30
|
|
|
$
|
1.69
|
|
|
$
|
1.67
|
|
|
$
|
4.68
|
|
Basic earnings per share attributable to Viacom
|
$
|
1.00
|
|
|
$
|
0.30
|
|
|
$
|
1.70
|
|
|
$
|
1.67
|
|
|
$
|
4.69
|
|
Diluted earnings per share, continuing operations attributable to Viacom
|
$
|
1.00
|
|
|
$
|
0.30
|
|
|
$
|
1.69
|
|
|
$
|
1.67
|
|
|
$
|
4.67
|
|
Diluted earnings per share attributable to Viacom
|
$
|
1.00
|
|
|
$
|
0.30
|
|
|
$
|
1.70
|
|
|
$
|
1.67
|
|
|
$
|
4.68
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Restructuring and programming charges resulting from the execution of our flagship brand strategy and strategic initiatives at Paramount:
|
◦
|
A pre-tax charge of
$42 million
(
$28 million
after tax) for severance in the first quarter.
|
◦
|
A pre-tax charge of
$280 million
(
$180 million
after tax), reflecting
$156 million
of severance,
$18 million
of intangible asset impairment and
$106 million
of programming charges in the second quarter.
|
◦
|
A pre-tax charge of
$59 million
(
$38 million
after tax), reflecting
$14 million
of severance,
$38 million
of programming charges and
$7 million
of other exit activities in the third quarter.
|
•
|
Items resulting from the retirement of debt:
|
◦
|
A pre-tax debt extinguishment loss of
$6 million
(
$4 million
after tax) and
$30 million
(
$20 million
after tax) in the first and second quarters, respectively.
|
◦
|
A pre-tax gain on extinguishment of debt of
$16 million
(
$11 million
after tax) in the third quarter.
|
•
|
A pre-tax gain of
$285 million
(
$189 million
after tax) resulting from the sale of our investment in EPIX in the third quarter.
|
•
|
A pre-tax charge of
$10 million
(
$6 million
after tax) in connection with the write-off of a cost method investment in the third quarter.
|
•
|
A pre-tax gain of
$127 million
(
$96 million
after tax and noncontrolling interest’s share of gain) resulting from the sale of broadcast spectrum in the fourth quarter.
|
•
|
A net discrete tax benefit of
$15 million
,
$4 million
,
$53 million
, and
$268 million
in the first quarter through fourth quarters, respectively.
|
(a) 1.
|
Financial Statements.
|
2.
|
Financial Statement Schedules.
|
3.
|
Exhibits.
|
(b)
|
Exhibits.
|
(in millions)
|
Beginning of
period
|
|
Additions - expense
and other
|
|
Deductions
|
|
End of period
|
||||||||
Year Ended September 30, 2018:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
49
|
|
|
$
|
22
|
|
|
$
|
(26
|
)
|
|
$
|
45
|
|
Sales returns and allowances
|
$
|
79
|
|
|
$
|
148
|
|
|
$
|
(163
|
)
|
|
$
|
64
|
|
Deferred tax valuation allowance
|
$
|
156
|
|
|
$
|
5
|
|
|
$
|
(74
|
)
|
|
$
|
87
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended September 30, 2017:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
44
|
|
|
$
|
26
|
|
|
$
|
(21
|
)
|
|
$
|
49
|
|
Sales returns and allowances
|
$
|
93
|
|
|
$
|
186
|
|
|
$
|
(200
|
)
|
|
$
|
79
|
|
Deferred tax valuation allowance
|
$
|
195
|
|
|
$
|
19
|
|
|
$
|
(58
|
)
|
|
$
|
156
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended September 30, 2016:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
37
|
|
|
$
|
13
|
|
|
$
|
(6
|
)
|
|
$
|
44
|
|
Sales returns and allowances
|
$
|
126
|
|
|
$
|
218
|
|
|
$
|
(251
|
)
|
|
$
|
93
|
|
Deferred tax valuation allowance
|
$
|
202
|
|
|
$
|
25
|
|
|
$
|
(32
|
)
|
|
$
|
195
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Viacom Inc. effective December 31, 2015, as amended effective October 6, 2016 (incorporated by reference to
Exhibit 3.1
to the Annual Report on Form 10-K of Viacom Inc. filed November 9, 2016) (File No. 001-32686).
|
3.2
|
|
Amended and Restated Bylaws of Viacom Inc. effective August 18, 2016, as amended February 6, 2017 (incorporated by reference to
Exhibit 3.2
to the Current Report on Form 8-K of Viacom Inc. filed February 10, 2017) (File No. 001-32686).
|
4.1
|
|
Indenture, dated as of April 12, 2006, between Viacom Inc. and The Bank of New York (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed April 17, 2006) (File No. 001-32686).
|
4.2
|
|
First Supplemental Indenture, dated as of April 12, 2006, between Viacom Inc. and The Bank of New York, including Form of 6.875% Senior Note due 2036 (incorporated by reference to
Exhibit 4.2
to the Current Report on Form 8-K of Viacom Inc. filed April 17, 2006) (File No. 001-32686).
|
4.3
|
|
Fourth Supplemental Indenture, dated as of October 5, 2007, between Viacom Inc. and The Bank of New York, including Form of 6.75% Senior Debenture due 2037 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed October 9, 2007) (File No. 001-32686).
|
4.4
|
|
Fifth Supplemental Indenture, dated as of August 26, 2009, between Viacom Inc. and The Bank of New York Mellon, including Form of 5.625% Senior Note due 2019 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed August 26, 2009) (File No. 001-32686).
|
4.5
|
|
Sixth Supplemental Indenture, dated as of September 29, 2009, between Viacom Inc. and The Bank of New York Mellon, including Form of 5.625% Senior Note due 2019 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed September 30, 2009) (File No. 001-32686).
|
4.6
|
|
Seventh Supplemental Indenture, dated as of February 22, 2011, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.500% Senior Note due 2021 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed February 23, 2011) (File No. 001-32686).
|
4.7
|
|
Ninth Supplemental Indenture, dated as of December 12, 2011, between Viacom Inc. and The Bank of New York Mellon, including Form of 3.875% Senior Note due 2021 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed December 12, 2011) (File No. 001-32686).
|
4.8
|
|
Tenth Supplemental Indenture, dated as of February 28, 2012, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.500% Senior Debenture due 2042 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed February 28, 2012) (File No. 001-32686).
|
4.9
|
|
Eleventh Supplemental Indenture, dated as of June 14, 2012, between Viacom Inc. and The Bank of New York Mellon, including Form of 3.125% Senior Note due 2022 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed June 14, 2012) (File No. 001-32686).
|
Exhibit No.
|
|
Description of Exhibit
|
4.10
|
|
Twelfth Supplemental Indenture, dated as of November 26, 2012, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.375% Senior Debentures due 2043 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed November 30, 2012) (File No. 001- 32686).
|
4.11
|
|
Thirteenth Supplemental Indenture, dated as of December 4, 2012, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.375% Senior Debentures due 2043 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed December 21, 2012) (File No. 001- 32686).
|
4.12
|
|
Fourteenth Supplemental Indenture, dated as of December 17, 2012, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.375% Senior Debentures due 2043 (incorporated by reference to
Exhibit 4.2
to the Current Report on Form 8-K of Viacom Inc. filed December 21, 2012) (File No. 001- 32686).
|
4.13
|
|
Fifteenth Supplemental Indenture, dated as of March 14, 2013, between Viacom Inc. and The Bank of New York Mellon, including Form of 3.250% Senior Notes due 2023 and 4.875% Senior Debentures due 2043 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed March 14, 2013) (File No. 001-32686).
|
4.14
|
|
Sixteenth Supplemental Indenture, dated as of August 19, 2013, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.250% Senior Notes due 2023 and 5.850% Senior Debentures due 2043 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed August 19, 2013) (File No. 001-32686).
|
4.15
|
|
Seventeenth Supplemental Indenture, dated as of March 11, 2014, between Viacom Inc. and The Bank of New York Mellon, including Form of 3.875% Senior Notes due 2024 and 5.250% Senior Debentures due 2044 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed March 11, 2014) (File No. 001-32686).
|
4.16
|
|
Eighteenth Supplemental Indenture, dated as of December 10, 2014, between Viacom Inc. and The Bank of New York Mellon, including Form of 2.750% Senior Notes due 2019 and 4.850% Senior Debentures due 2034 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed December 10, 2014) (File No. 001-32686).
|
4.17
|
|
Nineteenth Supplemental Indenture, dated as of October 4, 2016, between Viacom Inc. and The Bank of New York Mellon, including Form of 2.250% Senior Notes due 2022 and 3.450% Senior Notes due 2026 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom Inc. filed October 4, 2016) (File No. 001-32686).
|
4.18
|
|
Twentieth Supplemental Indenture, dated as of February 28, 2017, between Viacom Inc. and The Bank of New York Mellon, including Form of 5.875% Junior Subordinated Debentures due 2057 and 6.250% Junior Subordinated Debentures due 2057 (incorporated by reference to
Exhibit 4.1
to the Current Report on Form 8-K of Viacom filed February 28, 2017) (File No. 001-32686).
|
10.1
|
|
$2.0 Billion Three-Year Credit Agreement, dated as of October 8, 2010, among Viacom Inc., the subsidiaries of Viacom Inc. designated as borrowers from time to time thereunder, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland PLC and Wells Fargo Bank, N.A., as Documentation Agents (incorporated by reference to
Exhibit 10.1
to the Transition Report on Form 10-K of Viacom Inc. filed November 12, 2010) (File No. 001-32686).
|
Exhibit No.
|
|
Description of Exhibit
|
10.2
|
|
First Amendment, dated as of December 2, 2011, to the $2.0 Billion Three-Year Credit Agreement dated as of October 8, 2010, among Viacom Inc., the subsidiaries of Viacom Inc. designated as borrowers from time to time thereunder, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland PLC and Wells Fargo Bank, N.A., as Documentation Agents (incorporated by reference to
Exhibit 10.1
to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 2, 2012) (File No. 001-32686).
|
10.3
|
|
Second Amendment, dated as of November 9, 2012, to the $2.0 Billion Three-Year Credit Agreement dated as of October 8, 2010, among Viacom Inc., the subsidiaries of Viacom Inc. designated as borrowers from time to time thereunder, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland PLC and Wells Fargo Bank, N.A., as Documentation Agents (incorporated by reference to
Exhibit 10.1
to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 31, 2013) (File No. 001-32686).
|
10.4
|
|
Third Amendment, dated as of November 18, 2014, to the $2.0 Billion Three-Year Credit Agreement dated as of October 8, 2010, among Viacom Inc., the subsidiaries of Viacom Inc. designated as borrowers from time to time thereunder, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland PLC and Wells Fargo Bank, N.A., as Documentation Agents (incorporated by reference to
Exhibit 10.1
to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 29, 2015) (File No. 001-32686).
|
10.5
|
|
Summary of Viacom Inc. Compensation for Outside Directors (incorporated by reference to
Exhibit 10.1
to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 9, 2017) (File No. 001-32686).**
|
10.6
|
|
Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of November 13, 2013 (incorporated by reference to
Exhibit 10.3
to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 30, 2014), and Amendment No.1 dated January 16, 2014 (incorporated by reference to
Exhibit 10.4
to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 30, 2014) (both File No. 001-32686).**
|
10.7
|
|
Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016 (incorporated by reference to
Exhibit B
to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015), as further amended and restated as of May 18, 2016 (incorporated by reference to
Exhibit 10.2
to the Quarterly Report of Viacom Inc. filed August 4, 2016) (both File No. 001-32686).**
|
10.8
|
|
Viacom Inc. Deferred Compensation Plan for Outside Directors, as amended and restated as of November 13, 2013 (incorporated by reference to
Exhibit 10.2
to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 30, 2014) (File No. 001-32686).**
|
10.9*
|
|
|
10.10
|
|
Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated effective January 1, 2011 (incorporated by reference to
Exhibit A
to the Definitive Proxy Statement of Viacom Inc. filed April 16, 2010) (File No. 001-32686).**
|
10.11
|
|
Viacom Inc. 2016 Long-Term Management Incentive Plan (incorporated by reference to
Exhibit A
to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015) (File No. 001-32686).**
|
Exhibit No.
|
|
Description of Exhibit
|
10.11.1
|
|
Viacom Inc. 2016 LTMIP: Form of Terms and Conditions to the Stock Option Certificate (incorporated by reference to
Exhibit 10.3
to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 4, 2016) (File No. 001-32686).**
|
10.11.2
|
|
Viacom Inc. 2016 LTMIP: Form of Terms and Conditions to the Restricted Share Units Certificate (incorporated by reference to
Exhibit 10.4
to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 4, 2016) (File No. 001-32686).**
|
10.11.3
|
|
Viacom Inc. 2016 LTMIP: Form of Terms and Conditions to the Performance Share Units (incorporated by reference to
Exhibit 10.5
to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 4, 2016) (File No. 001-32686).**
|
10.11.4
|
|
Viacom Inc. 2016 LTMIP: Form of Terms and Conditions to the Performance Share Units (incorporated by reference to
Exhibit 10.1
to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 8, 2018) (File No. 001-32686).**
|
10.12
|
|
Viacom Excess Pension Plan, as amended and restated January 1, 2009 (incorporated by reference to
Exhibit 10.13
to the Annual Report on Form 10-K of Viacom Inc. filed February 12, 2009) (File No. 001-32686).**
|
10.13
|
|
Amendment, effective as of March 31, 2009, to Viacom Excess Pension Plan, as amended and restated January 1, 2009 (incorporated by reference to
Exhibit 10.13
to the Transition Report on Form 10-K of Viacom Inc. filed November 12, 2010) (File No. 001-32686).**
|
10.14
|
|
Viacom Excess 401(k) Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to
Exhibit 10.14
to the Annual Report on Form 10-K of Viacom Inc. filed February 12, 2009) (File No. 001-32686).**
|
10.15
|
|
Amendments, effective as of April 1, 2009 and December 31, 2009, to Viacom Excess 401(k) Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to
Exhibit 10.15
to the Transition Report on Form 10-K of Viacom Inc. filed November 12, 2010) (File No. 001-32686).**
|
10.16
|
|
Viacom Bonus Deferral Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to
Exhibit 10.15
to the Annual Report on Form 10-K of Viacom Inc. filed February 12, 2009) (File No. 001-32686).**
|
10.17
|
|
Amendment, effective as of December 31, 2009, to Viacom Bonus Deferral Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to
Exhibit 10.17
to the Transition Report on Form 10-K of Viacom Inc. filed November 12, 2010) (File No. 001-32686).**
|
10.18
|
|
Employment Agreement between Viacom Inc. and Robert Bakish, dated as of December 12, 2016, as supplemented by Letter Agreement between Viacom Inc. and Robert Bakish, dated as of December 12, 2016 (incorporated by reference to
Exhibit 10.4
and
Exhibit 10.5
, respectively, to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 9, 2017) (File No. 001-32686).**
|
10.19
|
|
Employment Agreement between Viacom Inc. and Christa D’Alimonte, dated as of March 9, 2017 (incorporated by reference to
Exhibit 10.2
to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 8, 2018) (File No. 001-32686).**
|
10.20*
|
|
Employment Agreement between Viacom Inc. and Wade Davis, effective as of November 27, 2014 (incorporated by reference to
Exhibit 10.3
to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 29, 2015) (File No. 001-32686), as amended by
Letter Agreement
between Viacom Inc. and Wade Davis, dated as of November 1, 2018.**
|
10.21
|
|
Employment Agreement between Viacom Inc. and DeDe Lea, effective as of November 14, 2016 (incorporated by reference to
Exhibit 10.10
to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 9, 2017) (File No. 001-32686).**
|
Exhibit No.
|
|
Description of Exhibit
|
10.22
|
|
Employment Agreement between Viacom Inc. and Scott Mills, dated as of January 1, 2018 (incorporated by reference to
Exhibit 10.3
to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 8, 2018) (File No. 001-32686).**
|
10.23
|
|
Employment Agreement between Viacom Inc. and Philippe P. Dauman, effective as of January 15, 2015 (incorporated by reference to
Exhibit 10.2
to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 29, 2015) (File No. 001-32686).**
|
10.24
|
|
Employment Agreement between Viacom Inc. and Thomas E. Dooley, as amended and restated as of May 27, 2010 (incorporated by reference to
Exhibit 10.1
to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 5, 2010), as amended by Letter Agreement dated March 17, 2016 (incorporated by reference to
Exhibit 10.1
to the Quarterly Report on Form 10-Q of Viacom Inc. filed April 28, 2016), and as further amended by Letter Agreement dated September 21, 2016 (incorporated by reference to
Exhibit 10
to the Current Report on Form 8-K of Viacom Inc. filed September 21, 2016) (File No. 001-32686).**
|
10.25
|
|
Employment Agreement between Viacom Inc. and Michael D. Fricklas, dated as of October 2, 2009 (incorporated by reference to
Exhibit 10.17
to the Annual Report on Form 10-K of Viacom Inc. filed February 11, 2010), as amended by Letter Agreement dated August 6, 2012 (incorporated by reference to
Exhibit 10.21
to the Annual Report on Form 10-K of Viacom Inc. filed November 15, 2012), as further amended by Amendment dated May 20, 2015 (incorporated by reference to
Exhibit 10.1
to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 6, 2015), and as further amended by the Confidential Settlement and Release Agreement, effective as of August 18, 2016 (incorporated by reference to
Exhibit 10
to the Current Report on Form 8-K of Viacom Inc. filed August 23, 2016) (File No. 001-32686).**
|
10.26
|
|
Confidential Settlement and Release Agreement, effective as of August 18, 2016 (incorporated by reference to
Exhibit 10
to the Current Report on Form 8-K of Viacom Inc. filed August 23, 2016) (File No. 001- 32686).
|
10.27
|
|
Separation Agreement dated as of December 19, 2005 by and between Former Viacom and New Viacom Corp. (incorporated by reference to
Exhibit 10.1
to the Current Report on Form 8-K of New Viacom Corp. filed December 21, 2005) (File No. 001-32686).
|
10.28
|
|
Tax Matters Agreement dated as of December 30, 2005 by and between Former Viacom and New Viacom Corp. (incorporated by reference to
Exhibit 10.1
to the Current Report on Form 8-K of Viacom Inc. filed January 5, 2006) (File No. 001-32686).
|
21.1*
|
|
|
23.1*
|
|
|
24.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
Exhibit No.
|
|
Description of Exhibit
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
*
|
Filed herewith.
|
**
|
Represents a management contract or compensatory plan or arrangement required to be filed as an exhibit.
|
V
IACOM
I
NC
.
|
||
|
|
|
By:
|
|
/s/ Robert M. Bakish
|
|
|
Robert M. Bakish
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
||
/s/ Robert M. Bakish
|
|
President and Chief Executive Officer;
|
|
November 16, 2018
|
Robert M. Bakish
|
|
Director
|
|
|
|
|
|
||
/s/ Wade Davis
|
|
Executive Vice President,
|
|
November 16, 2018
|
Wade Davis
|
|
Chief Financial Officer
|
|
|
|
|
|
||
/s/ Katherine Gill-Charest
|
|
Senior Vice President, Controller and
|
|
November 16, 2018
|
Katherine Gill-Charest
|
|
Chief Accounting Officer
|
|
|
|
|
|
||
*
|
|
Chairman of the Board
|
|
November 16, 2018
|
Thomas J. May
|
|
|
|
|
|
|
|
|
|
*
|
|
Vice Chair of the Board
|
|
November 16, 2018
|
Shari Redstone
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
November 16, 2018
|
Cristiana Falcone Sorrell
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
November 16, 2018
|
Judith A. McHale
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
November 16, 2018
|
Ronald L. Nelson
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
November 16, 2018
|
Deborah Norville
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
November 16, 2018
|
Charles E. Phillips, Jr.
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
November 16, 2018
|
Nicole Seligman
|
|
|
|
|
*By:
|
|
/s/ Christa A. D’Alimonte
|
|
|
|
November 16, 2018
|
|
|
Christa A. D’Alimonte
Attorney-in-Fact for the Directors
|
|
|
|
|
Section 1.1
|
Purpose.
|
Section 1.2
|
Definitions.
|
Section 1.3
|
Administration of the Plan.
|
Section 1.4
|
No Liability.
|
Section 2.1
|
Awards.
|
Section 2.2
|
Terms of Awards.
|
Section 2.3
|
Limitation on Awards.
|
Section 2.4
|
Determination of Award.
|
Section 2.5
|
Payment of Award.
|
Section 2.6
|
Employment Requirement.
|
Section 2.7
|
Repayment.
|
Section 4.1
|
No Rights to Awards or Continued Employment.
|
Section 4.2
|
Restriction on Transfer.
|
Section 4.3
|
Withholding.
|
Section 4.4
|
No Restriction on Right of Company to Effect Changes.
|
Section 4.5
|
Source of Payments.
|
Section 4.6
|
Section 409A.
|
Section 4.7
|
Amendment and Termination.
|
Section 4.8
|
Governmental Regulations.
|
Section 4.9
|
Headings.
|
Section 4.10
|
Governing Law.
|
Section 4.11
|
Effective Date.
|
|
As of November 1, 2018
|
|
Very truly yours,
|
|
||
|
|
|
|
|
|
VIACOM INC.
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Fukiko Ogisu
|
|
|
|
|
Name:
|
Fukiko Ogisu
|
|
|
|
Title:
|
Executive Vice President,
|
|
|
|
|
Chief People Officer
|
|
ACCEPTED AND AGREED:
|
||
|
|
|
/s/ Wade Davis
|
|
|
Wade Davis
|
|
|
|
|
|
Dated:
|
|
|
11/8/2018
|
|
|
Subsidiary Name
|
Place of Incorporation or Organization
|
2POP, LLC
|
California
|
365Gay LLC
|
Delaware
|
37th Floor Productions Inc.
|
Delaware
|
38th Floor Productions Inc.
|
Delaware
|
5555 Communications Inc.
|
Delaware
|
Aardvark Productions, Inc.
|
Delaware
|
AC INVERSORA S.A.
|
Argentina
|
Acquisition Group West LLC
|
Delaware
|
Adoy LLC
|
Delaware
|
After School Productions Inc.
|
Delaware
|
AfterL.com LLC
|
Delaware
|
Air Realty Corporation
|
Delaware
|
Air Realty LLC
|
Delaware
|
All About Productions LLC
|
Delaware
|
Animated Productions Inc.
|
Delaware
|
Artcraft Productions Inc.
|
Delaware
|
ATCO I S.A.
|
Argentina
|
Atlántida Comunicaciones S.A.
|
Argentina
|
Atom Digital Inc.
|
Delaware
|
Atom Entertainment, Inc.
|
Delaware
|
ATV ACME, LLC
|
California
|
August Street Films Limited
|
United Kingdom
|
Awesomeness BP, LLC
|
California
|
Awesomeness Distribution, LLC
|
California
|
Awesomeness Inc.
|
Delaware
|
Awesomeness Music Publishing, LLC
|
California
|
Awesomeness UK Distribution Limited
|
United Kingdom
|
Awesomeness UK Limited
|
United Kingdom
|
Awesomeness UK Network Limited
|
United Kingdom
|
Awesomeness, LLC
|
California
|
AwesomenessTV Holdings, LLC
|
Delaware
|
Awestruck, LLC
|
California
|
AXN, LLC
|
California
|
Babunga Inc.
|
Delaware
|
Bahía Blanca TV S.A.
|
Argentina
|
Beijing Yalian Online Network Technology Co. Ltd.
|
China
|
Belhaven Limited
|
Bahamas
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Bellator Sport Worldwide LLC
|
Delaware
|
Benjamin Button Productions LLC
|
Louisiana
|
BET Acquisition Corp.
|
Delaware
|
BET Arabesque, LLC
|
Delaware
|
BET Comic View II, LLC
|
Delaware
|
BET Consumer Services, Inc.
|
Delaware
|
BET Creations, Inc.
|
Delaware
|
BET Development Company
|
Delaware
|
BET Documentaries, LLC
|
Delaware
|
BET Event Productions, LLC
|
Delaware
|
BET Holdings LLC
|
Delaware
|
BET Innovations Publishing, Inc.
|
Delaware
|
BET Interactive, LLC
|
Delaware
|
BET International, Inc.
|
Delaware
|
BET Live from LA, LLC
|
Delaware
|
BET Music Soundz, Inc.
|
Delaware
|
BET Oh Drama!, LLC
|
Delaware
|
BET Pictures II Development & Production, Inc.
|
Delaware
|
BET Pictures II Distribution, Inc.
|
Delaware
|
BET Pictures II, LLC
|
Delaware
|
BET Productions II, Inc.
|
Delaware
|
BET Productions IV, LLC
|
Delaware
|
BET Productions V, Inc.
|
Delaware
|
BET Productions, LLC
|
Delaware
|
BET Satellite Services, Inc.
|
Delaware
|
BET Services, Inc.
|
District of Columbia
|
BET ST LLC
|
Delaware
|
Beta Theatres Inc.
|
Delaware
|
BETCH SKETCH, LLC
|
California
|
BETN Theatre Ventures, LLC
|
Delaware
|
Big Frame, LLC
|
Delaware
|
BIG JOHN, LLC
|
California
|
Big Shows Inc.
|
Delaware
|
Bikini Bottom Holdings Inc.
|
Delaware
|
Bikini Bottom Productions Limited Liability Company
|
New York
|
Black Entertainment Television LLC
|
District of Columbia
|
Blackout Productions Inc.
|
Delaware
|
Bling Productions Inc.
|
Delaware
|
Blue Sea Productions, Inc.
|
Delaware
|
Blue/White Productions, Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
BN Productions Inc.
|
Delaware
|
Bob’s Post House, LLC
|
California
|
BODYBAG, LLC
|
California
|
Breakdown Productions Inc.
|
Delaware
|
Bronson Avenue LLC
|
Delaware
|
Bronson Gate Film Management GmbH
|
Germany
|
Caper Productions LLC
|
Delaware
|
Capital Equipment Leasing Limited
|
United Kingdom
|
CC Direct Inc.
|
Delaware
|
Central Productions LLC
|
Delaware
|
Channel 5 Broadcasting Limited
|
United Kingdom
|
Cinematic Arts B.V.
|
Netherlands
|
CJD, LLC
|
California
|
Cloverleaf Productions Inc.
|
Delaware
|
CMT Productions Inc.
|
Delaware
|
Columbus Circle Films LLC
|
Delaware
|
Comedy Partners
|
New York
|
Commerce Street Productions Inc.
|
Delaware
|
Country Music Television, Inc.
|
Tennessee
|
Country Network Enterprises, Inc.
|
Delaware
|
Country Services Inc.
|
Delaware
|
country.com, Inc.
|
Delaware
|
Cradle of Life Productions LLC
|
Delaware
|
Creative Mix Inc.
|
Delaware
|
CVV (Japan) B.V.
|
Netherlands
|
Danielle Productions LLC
|
Delaware
|
Daza Productions Inc.
|
Delaware
|
DEAD X, LLC
|
California
|
DIGICO Inc.
|
Delaware
|
Direct Court Productions, Inc.
|
Delaware
|
DM Holding Inc.
|
Delaware
|
DMS Holdco Inc.
|
Delaware
|
DT Investor Inc.
|
Delaware
|
DTE Films LLC
|
Delaware
|
DW (Netherlands) B.V.
|
Netherlands
|
DW Distribution L.L.C.
|
Delaware
|
DW Dramatic Television L.L.C.
|
Delaware
|
DW Films L.L.C.
|
Delaware
|
DW Finance L.L.C.
|
Delaware
|
DW Funding, LLC
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
DW Holdco LLC
|
Delaware
|
DW International Distribution L.L.C.
|
Delaware
|
DW International Productions L.L.C.
|
Delaware
|
DW Internet L.L.C.
|
Delaware
|
DW Music Publishing L.L.C.
|
Delaware
|
DW Music Publishing Nashville L.L.C.
|
Delaware
|
DW One Corp.
|
Delaware
|
DW Project Development L.L.C.
|
Delaware
|
DW SKG TV L.L.C.
|
Delaware
|
DW Studios L.L.C.
|
Delaware
|
DW Studios Productions L.L.C.
|
Delaware
|
DW Television Animation L.L.C.
|
Delaware
|
DW Television L.L.C.
|
Delaware
|
DW TV Finance I L.L.C.
|
Delaware
|
DW Two Corp.
|
Delaware
|
DWTT Productions Limited
|
New Zealand
|
Eighth Century Corporation
|
Delaware
|
Elevate Productions Inc.
|
Delaware
|
ELIANIMAL, LLC
|
California
|
Emily Productions LLC
|
Delaware
|
ENFISUR S.A.
|
Argentina
|
Express Lane Productions Inc.
|
Delaware
|
Failure To Launch Productions LLC
|
Louisiana
|
Fall, LLC
|
California
|
Famous Orange Productions Inc.
|
Delaware
|
Famous Players International B.V.
|
Netherlands
|
Festival Inc.
|
Delaware
|
Films Paramount SARL
|
France
|
Futa B.V.
|
Netherlands
|
Future General Corporation
|
Delaware
|
Game One SAS
|
France
|
Games Animation Inc.
|
Delaware
|
Games Productions Inc.
|
Delaware
|
GC Productions Inc.
|
Delaware
|
Gladiator Productions L.L.C.
|
Delaware
|
Global Film Distributors B.V.
|
Netherlands
|
Government Issue LLC
|
Louisiana
|
Gower Avenue Films Limited
|
United Kingdom
|
Grace Productions LLC
|
Delaware
|
Grad Night, LLC
|
California
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Guidance, LLC
|
California
|
Hard Caliche LLC
|
New Mexico
|
HERO Broadcasting Holding LLC
|
Delaware
|
Hey Yeah Productions Inc.
|
Delaware
|
High Command Productions Limited
|
United Kingdom
|
House of Yes Productions Inc.
|
Delaware
|
Hudson Street Productions, Inc.
|
Delaware
|
HUSD, LLC
|
California
|
Imagine Radio, Inc.
|
California
|
Invisions Holding B.V.
|
Netherlands
|
Joseph Productions Inc.
|
Delaware
|
Jupiter Spring Productions Limited
|
United Kingdom
|
King Street Productions Inc.
|
Delaware
|
KVMM LLC
|
Delaware
|
Ladies Man Productions USA Inc.
|
Delaware
|
Last Holiday Productions LLC
|
Louisiana
|
LAXG, LLC
|
California
|
Light Meter, LLC
|
California
|
Lisarb Holding B.V.
|
Netherlands
|
List Productions, LLC
|
California
|
Little Boston Company Inc.
|
Delaware
|
Long Branch Productions LLC
|
Louisiana
|
Long Road Productions
|
Illinois
|
Louisiana CMT LLC
|
Louisiana
|
Louisiana RPI LLC
|
Louisiana
|
M4Mobile, LLC
|
California
|
MAD MOMS, LLC
|
California
|
MAD Production Trucking Company
|
Delaware
|
Magical Motion Pictures Inc.
|
Delaware
|
Magicam, Inc.
|
Delaware
|
Marathon Holdings Inc.
|
Delaware
|
Mattalex Two LLC
|
Delaware
|
MDP Productions, LLC
|
Delaware
|
MDR, LLC
|
California
|
Meadowland Parkway Associates
|
New Jersey
|
Melange Pictures LLC
|
Delaware
|
Michaela Productions Inc.
|
Delaware
|
MMA Holdco Inc.
|
Delaware
|
MonkeyWurks LLC
|
Delaware
|
MoonMan Productions Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
MTV Animation Inc.
|
Delaware
|
MTV Asia
|
Cayman Islands
|
MTV Asia Development Company Inc.
|
Delaware
|
MTV Asia Ventures (India) Pte. Limited
|
Mauritius
|
MTV Asia Ventures Co.
|
Cayman Islands
|
MTV DMS Inc.
|
Delaware
|
MTV Games Inc.
|
Delaware
|
MTV Hong Kong Limited
|
Hong Kong
|
MTV India
|
Cayman Islands
|
MTV Networks Argentina LLC
|
Delaware
|
MTV Networks Argentina S.R.L.
|
Argentina
|
MTV Networks Canada, ULC
|
Canada
|
MTV Networks Colombia S.A.S.
|
Colombia
|
MTV Networks Company
|
Delaware
|
MTV Networks de Mexico, S. de R.L. de C.V.
|
Mexico
|
MTV Networks Enterprises Inc.
|
Delaware
|
MTV Networks Europe Inc.
|
Delaware
|
MTV Networks Europe LLC
|
Delaware
|
MTV Networks Global Services Inc.
|
Delaware
|
MTV Networks Holdings SARL
|
France
|
MTV Networks Latin America Inc.
|
Delaware
|
MTV Networks Music Productions Inc.
|
Delaware
|
MTV Networks s.r.o.
|
Czech Republic
|
MTV Networks Sarl
|
France
|
MTV Networks, Unipessoal, LDA
|
Portugal
|
MTV NZ Limited
|
New Zealand
|
MTV Ownership (Portugal), LDA
|
Portugal
|
MTV Russia Holdings Inc.
|
Delaware
|
MTV S.A.
|
Cayman Islands
|
MTV Songs Inc.
|
Delaware
|
MTV Taiwan LDC
|
Cayman Islands
|
MTVBVI Inc.
|
Delaware
|
MTVN Direct Inc.
|
Delaware
|
MTVN Online Partner I Inc.
|
Delaware
|
MTVN Social Gaming Inc.
|
Delaware
|
Music by Nickelodeon Inc.
|
Delaware
|
Music by Video Inc.
|
Delaware
|
N.V. Broadcasting (Canada) Inc.
|
Canada
|
Netherlands Management Services LLC
|
Delaware
|
Netherlands Overseas LLC
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Neuquén TV S.A.
|
Argentina
|
Neutronium Inc.
|
Delaware
|
New 38th Floor Productions Inc.
|
Delaware
|
New Country Services Inc.
|
Delaware
|
New Creative Mix Inc.
|
Delaware
|
New Games Productions Inc.
|
Delaware
|
New International Mix Inc.
|
Delaware
|
New Nickelodeon Animation Studios Inc.
|
Delaware
|
New Not Before 10AM Productions Inc.
|
Delaware
|
New Open Door Productions Inc.
|
Delaware
|
New Pop Culture Productions Inc.
|
Delaware
|
New Remote Productions Inc.
|
Delaware
|
Newdon Productions
|
Illinois
|
Nick at Nite's TV Land Retromercials Inc.
|
Delaware
|
Nickelodeon Animation Studios Inc.
|
Delaware
|
Nickelodeon Asia Holdings Pte Ltd
|
Singapore
|
Nickelodeon Australia
|
Australia
|
Nickelodeon Australia Inc.
|
Delaware
|
Nickelodeon Australia Management Pty Ltd.
|
Australia
|
Nickelodeon Brasil Inc.
|
Delaware
|
Nickelodeon Direct Inc.
|
Delaware
|
Nickelodeon Global Network Ventures Inc.
|
Delaware
|
Nickelodeon Huggings U.K. Limited
|
United Kingdom
|
Nickelodeon India Pvt Ltd
|
India
|
Nickelodeon International Limited
|
United Kingdom
|
Nickelodeon Magazines Inc.
|
Delaware
|
Nickelodeon Movies Inc.
|
Delaware
|
Nickelodeon Notes Inc.
|
Delaware
|
Nickelodeon Online Inc.
|
Delaware
|
Nickelodeon U.K. Limited
|
United Kingdom
|
Nickelodeon UK Holdings LLC
|
Delaware
|
Nickelodeon Virtual Worlds LLC
|
Delaware
|
Night Falls Productions Inc.
|
Delaware
|
NM Classics Inc.
|
Delaware
|
Noggin LLC
|
Delaware
|
Not Before 10am Productions Inc.
|
Delaware
|
NP Domains, Inc.
|
Delaware
|
NTM, LLC
|
California
|
NV International, Inc.
|
Georgia
|
OHBWAY Investco Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
On Second Thought Productions Inc.
|
Canada
|
On-Site Productions Inc.
|
Delaware
|
OOO VIMN Holdings Vostok
|
Russian Federation
|
OOO VIMN Media Vostok
|
Russian Federation
|
Open Door Productions Inc.
|
Delaware
|
ORB, LLC
|
California
|
Outdoor Entertainment, Inc.
|
Tennessee
|
Override Pictures LLC
|
Delaware
|
Paramount British Pictures Limited
|
United Kingdom
|
Paramount China B.V.
|
Netherlands
|
Paramount Digital Entertainment Inc.
|
Delaware
|
Paramount Films of China, Inc.
|
Delaware
|
Paramount Films of India, Ltd.
|
Delaware
|
Paramount Films of Southeast Asia Inc.
|
Delaware
|
Paramount Home Entertainment (Australasia) Pty Limited
|
Australia
|
Paramount Home Entertainment (Brazil) Limitada
|
Brazil
|
Paramount Home Entertainment (France) S.A.S.
|
France
|
Paramount Home Entertainment (Germany) GmbH
|
Germany
|
Paramount Home Entertainment (Italy) SRL
|
Italy
|
Paramount Home Entertainment (Mexico) S. de R.L. de C.V.
|
Mexico
|
Paramount Home Entertainment (Mexico) Services S. de R.L. de C.V.
|
Mexico
|
Paramount Home Entertainment (UK)
|
United Kingdom
|
Paramount Home Entertainment Distribution Inc.
|
Delaware
|
Paramount Home Entertainment Inc.
|
Delaware
|
Paramount Home Entertainment International (Holdings) B.V.
|
Netherlands
|
Paramount Home Entertainment International B.V.
|
Netherlands
|
Paramount Home Entertainment International Limited
|
United Kingdom
|
Paramount Images Inc.
|
Delaware
|
Paramount International (Netherlands) B.V.
|
Netherlands
|
Paramount Japan G.K.
|
Japan
|
Paramount LAPTV Inc.
|
Delaware
|
Paramount Latin America SRL
|
Argentina
|
Paramount Licensing Inc.
|
Delaware
|
Paramount Movie and TV Program Planning (Beijing) Co., Ltd.
|
China
|
Paramount Network Espana, S.L.U.
|
Spain
|
Paramount NMOC LLC
|
Delaware
|
Paramount Overseas Productions, Inc.
|
Delaware
|
Paramount Pictures Australia Pty.
|
Australia
|
Paramount Pictures Brasil Distribuidora de Filmes Ltda
|
Brazil
|
Paramount Pictures Corporation
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Paramount Pictures Corporation (Canada) Inc.
|
Canada
|
Paramount Pictures Entertainment Canada ULC
|
Canada
|
Paramount Pictures France Sarl
|
France
|
Paramount Pictures Germany GmbH
|
Germany
|
Paramount Pictures Hong Kong Limited
|
Hong Kong
|
Paramount Pictures International Limited
|
United Kingdom
|
Paramount Pictures Louisiana Production Investments II LLC
|
Louisiana
|
Paramount Pictures Louisiana Production Investments III LLC
|
Louisiana
|
Paramount Pictures Louisiana Production Investments LLC
|
Louisiana
|
Paramount Pictures Mexico S. de R.L. de C.V.
|
Mexico
|
Paramount Pictures NZ
|
New Zealand
|
Paramount Pictures Services UK
|
United Kingdom
|
Paramount Pictures UK
|
United Kingdom
|
Paramount Poland sp. z.o.o.
|
Poland
|
Paramount Production Support Inc.
|
Delaware
|
Paramount Productions Service Corporation
|
Delaware
|
Paramount Spain S.L.U.
|
Spain
|
Paramount Sweden AB
|
Sweden
|
Paramount Worldwide Productions Inc.
|
Delaware
|
ParaUSD Singapore Pte. Ltd.
|
Singapore
|
Park Court Productions, Inc.
|
Delaware
|
Peanut Worm Productions Inc.
|
Delaware
|
Pen Productions, LLC
|
California
|
Peppercorn Productions, Inc.
|
Tennessee
|
Pet II Productions Inc.
|
Delaware
|
Pop Channel Productions Inc.
|
Delaware
|
Pop Culture Productions Inc.
|
Delaware
|
Pop Toons Inc.
|
Delaware
|
Porta dos Fundos Produtora e Distribuidora Audiovisual S.A.
|
Brazil
|
PPC Film Management GmbH
|
Germany
|
PPG Holding 5 B.V.
|
Netherlands
|
PPG Holding 95 B.V.
|
Netherlands
|
Premiere House, Inc.
|
Delaware
|
Prime Directive Productions Inc.
|
Delaware
|
Project Drew, LLC
|
California
|
PT MTV Indonesia
|
Indonesia
|
Red Devs LLC
|
Delaware
|
RED MIRROR, LLC
|
California
|
Remote Productions Inc.
|
Delaware
|
Rosario TV S.A.
|
Argentina
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Salta TV S.A.
|
Argentina
|
Sammarnick Insurance Corporation
|
New York
|
Screenlife Licensing, LLC
|
Nevada
|
Screenlife, LLC
|
Washington
|
See Yourself Productions Inc.
|
Delaware
|
Servicios Para Empresas de Entretenimiento, S. de R.L. de C.V.
|
Mexico
|
SFI Song Company
|
Delaware
|
SHAUNTENT, LLC
|
California
|
Shovel Buddies, LLC
|
California
|
Show Pants LLC
|
Delaware
|
SKG Louisiana L.L.C.
|
Louisiana
|
SKG Music L.L.C.
|
Delaware
|
SKG Music Nashville Inc.
|
Delaware
|
SKG Music Publishing L.L.C.
|
Delaware
|
SKG Productions L.L.C.
|
Louisiana
|
SKG Studios Canada Inc.
|
Canada
|
SnowGlobe LLC
|
Delaware
|
Social Project LLC
|
Delaware
|
South Park Digital Studios LLC
|
Delaware
|
Spelling Films Inc.
|
Delaware
|
Spelling Films Music Inc.
|
Delaware
|
Spelling Pictures Inc.
|
Delaware
|
Spike Cable Networks Inc.
|
Delaware
|
Spike Digital Entertainment LLC
|
Delaware
|
Springy Productions Pty. Limited
|
Australia
|
STAND IN, L.L.C.
|
Louisiana
|
Stepdude Productions LLC
|
Louisiana
|
Stuart Street, LLC
|
California
|
Study Hall Films Inc.
|
Delaware
|
Sunday Best, LLC
|
Louisiana
|
Superstar Productions USA Inc.
|
Delaware
|
SURRENDER, LLC
|
California
|
Talent Court Productions, Inc.
|
Delaware
|
TAM 3, LLC
|
California
|
TATB, LLC
|
California
|
Televisión Federal S.A.
|
Argentina
|
Televisora Santafesina S.A.
|
Argentina
|
Tentpole Productions, LLC
|
California
|
TEVEFE COMERCIALIZACIÓN S.A.
|
Argentina
|
TG Film, LLC
|
California
|
Subsidiary Name
|
Place of Incorporation or Organization
|
The Box Holland B.V.
|
Netherlands
|
The Box Italy LLC
|
Delaware
|
The Box Worldwide LLC
|
Delaware
|
The Gramps Company Inc.
|
Delaware
|
The Love Sickness, LLC
|
California
|
The MTVi Group, Inc.
|
Delaware
|
The Paramount UK Partnership
|
United Kingdom
|
Thespians, LLC
|
California
|
Thinner Productions, Inc.
|
Delaware
|
Thunder, Inc.
|
Delaware
|
Timeline Films Inc.
|
Canada
|
TNN Classic Sessions, Inc.
|
Delaware
|
TNN Productions, Inc.
|
Delaware
|
TSM, LLC
|
California
|
Tucuman TV S.A.
|
Argentina
|
Tunes by Nickelodeon Inc.
|
Delaware
|
Turnip Productions LLC
|
Delaware
|
Twofer, LLC
|
California
|
UE Site Acquisition LLC
|
Delaware
|
Untitled Productions II LLC
|
Delaware
|
Untitled Science LLC
|
Delaware
|
Uptown Productions Inc.
|
Delaware
|
URGE PrePaid Cards Inc.
|
Virginia
|
VDS, LLC
|
California
|
VGS Management Services Inc.
|
Delaware
|
Viacom (Deutschland) Beteiligungen GmbH
|
Germany
|
Viacom Alto Finance C.V.
|
Netherlands
|
Viacom Alto Overseas C.V.
|
Netherlands
|
Viacom Animation of Korea Inc.
|
Delaware
|
Viacom Asia (Beijing) Advertising and Media Co. Ltd.
|
China
|
Viacom Asia Inc.
|
Delaware
|
Viacom ATV Inc.
|
Delaware
|
Viacom August Songs Inc.
|
Delaware
|
Viacom Blue Sky Inc.
|
Delaware
|
Viacom Brand Solutions Limited
|
United Kingdom
|
Viacom Caledonia LP
|
United Kingdom
|
Viacom Camden Lock Inc.
|
Delaware
|
Viacom Camden Lock Limited
|
United Kingdom
|
Viacom Canadian Productions Holdings Inc.
|
Canada
|
Viacom Domains Limited
|
Canada
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Viacom Finance B.V.
|
Netherlands
|
Viacom Global Limited
|
United Kingdom
|
Viacom Global Services Inc.
|
Delaware
|
Viacom Hearty Ha!Ha! LLC
|
Delaware
|
Viacom Holdings Germany LLC
|
Delaware
|
Viacom Holdings Italia S.r.l.
|
Italy
|
Viacom Interactive Limited
|
United Kingdom
|
Viacom International Administration Inc.
|
Delaware
|
Viacom International Film Finance Holdings Limited
|
Jersey
|
Viacom International Film Finance Limited
|
Jersey
|
Viacom International Hungary Kft.
|
Hungary
|
Viacom International Inc.
|
Delaware
|
Viacom International Inc. Political Action Committee Corporation
|
New York
|
Viacom International Media Networks (Malaysia) Sdn. Bhd.
|
Malaysia
|
Viacom International Media Networks Africa (Pty) Limited
|
South Africa
|
Viacom International Media Networks España, S.L.
|
Spain
|
Viacom International Media Networks Italia S.r.l.
|
Italy
|
Viacom International Media Networks Middle East FZ-LLC
|
United Arab Emirates
|
Viacom International Media Networks Nigeria Limited
|
Nigeria
|
Viacom International Media Networks U.K. Limited
|
United Kingdom
|
Viacom International Services Inc.
|
Delaware
|
Viacom International Studios Inc.
|
Delaware
|
Viacom Limited
|
New Zealand
|
Viacom Limited
|
United Kingdom
|
Viacom Media Argentina S.A.
|
Argentina
|
Viacom Netherlands Coöperatief U.A.
|
Netherlands
|
Viacom Netherlands Management LLC
|
Delaware
|
Viacom Networks Brasil Programacao Televisiva E Publicidade Ltda.
|
Brazil
|
Viacom Networks Europe Inc.
|
Delaware
|
Viacom Networks Italia Limited
|
United Kingdom
|
Viacom Networks Japan G.K
|
Japan
|
Viacom Networks Japan K.K.
|
Japan
|
Viacom Notes Inc.
|
Delaware
|
Viacom Origins Inc.
|
Delaware
|
Viacom Overseas Holdings C.V.
|
Netherlands
|
Viacom Realty Corporation
|
Delaware
|
Viacom RMP International LLC
|
Delaware
|
Viacom RMP LLC
|
Delaware
|
Viacom SG Inc.
|
Delaware
|
Viacom Songs Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Viacom Sterling Finance C.V.
|
Netherlands
|
Viacom Subsidiary Management Corp.
|
Delaware
|
Viacom Telecommunications LLC
|
Delaware
|
Viacom Theater Inc.
|
Delaware
|
Viacom TN Inc.
|
Delaware
|
Viacom Treasury (UK) Limited
|
United Kingdom
|
Viacom Tunes Inc.
|
Delaware
|
Viacom TV Investco Inc.
|
Delaware
|
Viacom Ventures B.V.
|
Netherlands
|
Viacom Ventures Inc.
|
Delaware
|
VidCon International LLC
|
Montana
|
VidCon LLC
|
Delaware
|
VIMN Advertising and Brand Solutions S.r.l.
|
Italy
|
VIMN Argentina Limited
|
United Kingdom
|
VIMN Australia Pty Limited
|
Australia
|
VIMN Belgium BvbA
|
Belgium
|
VIMN Brasil Participações Ltda.
|
Brazil
|
VIMN CP Services (UK) Limited
|
United Kingdom
|
VIMN CP Services, ULC
|
Canada
|
VIMN CP Serviços (Brasil) Ltda.
|
Brazil
|
VIMN Finance Holding (UK) Ltd
|
United Kingdom
|
VIMN Finance Jersey Limited
|
Jersey
|
VIMN Germany GmbH
|
Germany
|
VIMN Netherlands B.V.
|
Netherlands
|
VIMN Netherlands Holding B.V.
|
Netherlands
|
VIMN Nordic AB
|
Sweden
|
VIMN Poland sp. z o.o.
|
Poland
|
VIMN Polska B.V.
|
Netherlands
|
VIMN Russia C.V.
|
Netherlands
|
VIMN Singapore Pte. Ltd.
|
Singapore
|
VIMN Switzerland AG
|
Switzerland
|
VIVA Media GmbH
|
Germany
|
VMN Digital Inc.
|
Delaware
|
VMN Noord LLC
|
Delaware
|
WhoSay, Inc.
|
Delaware
|
Wildness, LLC
|
California
|
Wilshire Court Productions LLC
|
Delaware
|
Wordsmith, LLC
|
California
|
World Sports Enterprises
|
Tennessee
|
Worldwide Productions, Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Wuthering Heights, CA Productions Inc.
|
Delaware
|
Yellams
|
Cayman Islands
|
Yellowstone Finance LLC
|
Delaware
|
Zarina 99 Vermogensverwaltungs GmbH
|
Germany
|
ZDE, LLC
|
California
|
Zoo Films LLC
|
Delaware
|
Zukor LLC
|
Delaware
|
|
/s/ Cristiana Falcone Sorrell
|
|
Cristiana Falcone Sorrell
|
|
/s/ Thomas J. May
|
|
Thomas J. May
|
|
/s/ Judith A. McHale
|
|
Judith A. McHale
|
|
/s/ Ronald L. Nelson
|
|
Ronald L. Nelson
|
|
/s/ Deborah Norville
|
|
Deborah Norville
|
|
/s/ Charles E. Phillips, Jr.
|
|
Charles E. Phillips, Jr.
|
|
/s/ Shari Redstone
|
|
Shari Redstone
|
|
/s/ Nicole Seligman
|
|
Nicole Seligman
|
1.
|
I have reviewed this Annual Report on Form 10-K 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/
R
OBERT
M.
B
AKISH
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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/
R
OBERT
M.
B
AKISH
|
|
Robert M. Bakish
|
|
November 16, 2018
|
|
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
|
|
November 16, 2018
|
|