x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2014 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
DELAWARE | 20-3515052 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Class of Stock | Shares Outstanding as of January 15, 2015 | ||
Class A common stock, par value $0.001 per share | 50,607,121 | ||
Class B common stock, par value $0.001 per share | 355,154,549 |
Page | ||
Consolidated Statements of Earnings for the quarters ended December 31, 2014 and 2013 | ||
Consolidated Statements of Comprehensive Income for the quarters ended December 31, 2014 and 2013 | ||
Consolidated Balance Sheets as of December 31, 2014 and September 30, 2014 | ||
Consolidated Statements of Cash Flows for the quarters ended December 31, 2014 and 2013 | ||
Quarter Ended December 31, | |||||||
(in millions, except per share amounts) | 2014 | 2013 | |||||
Revenues | $ | 3,344 | $ | 3,197 | |||
Expenses: | |||||||
Operating | 1,623 | 1,474 | |||||
Selling, general and administrative | 731 | 704 | |||||
Depreciation and amortization | 55 | 59 | |||||
Total expenses | 2,409 | 2,237 | |||||
Operating income | 935 | 960 | |||||
Interest expense, net | (160 | ) | (149 | ) | |||
Equity in net earnings of investee companies | 33 | 26 | |||||
Other items, net | (18 | ) | — | ||||
Earnings before provision for income taxes | 790 | 837 | |||||
Provision for income taxes | (277 | ) | (280 | ) | |||
Net earnings (Viacom and noncontrolling interests) | 513 | 557 | |||||
Net earnings attributable to noncontrolling interests | (13 | ) | (10 | ) | |||
Net earnings attributable to Viacom | $ | 500 | $ | 547 | |||
Basic earnings per share attributable to Viacom | $ | 1.22 | $ | 1.23 | |||
Diluted earnings per share attributable to Viacom | $ | 1.20 | $ | 1.20 | |||
Weighted average number of common shares outstanding: | |||||||
Basic | 410.6 | 444.9 | |||||
Diluted | 416.1 | 454.0 | |||||
Dividends declared per share of Class A and Class B common stock | $ | 0.33 | $ | 0.30 | |||
Quarter Ended December 31, | |||||||
(in millions) | 2014 | 2013 | |||||
Net earnings (Viacom and noncontrolling interests) | $ | 513 | $ | 557 | |||
Other comprehensive income (loss), net of tax: | |||||||
Foreign currency translation adjustments | (104 | ) | 26 | ||||
Defined benefit pension plans | (20 | ) | — | ||||
Other comprehensive income (loss) (Viacom and noncontrolling interests) | (124 | ) | 26 | ||||
Comprehensive income | 389 | 583 | |||||
Less: Comprehensive income attributable to noncontrolling interest | 11 | 11 | |||||
Comprehensive income attributable to Viacom | $ | 378 | $ | 572 | |||
(in millions, except par value) | December 31, 2014 | September 30, 2014 | |||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 1,185 | $ | 1,000 | |||
Receivables, net | 3,024 | 3,066 | |||||
Inventory, net | 870 | 846 | |||||
Prepaid and other assets | 391 | 340 | |||||
Total current assets | 5,470 | 5,252 | |||||
Property and equipment, net | 976 | 1,016 | |||||
Inventory, net | 4,100 | 3,897 | |||||
Goodwill | 11,495 | 11,535 | |||||
Intangibles, net | 372 | 399 | |||||
Other assets | 1,003 | 1,018 | |||||
Total assets | $ | 23,416 | $ | 23,117 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 370 | $ | 475 | |||
Accrued expenses | 710 | 969 | |||||
Participants' share and residuals | 949 | 993 | |||||
Program obligations | 673 | 703 | |||||
Deferred revenue | 252 | 259 | |||||
Current portion of debt | 617 | 18 | |||||
Other liabilities | 468 | 518 | |||||
Total current liabilities | 4,039 | 3,935 | |||||
Noncurrent portion of debt | 13,146 | 12,751 | |||||
Participants' share and residuals | 289 | 403 | |||||
Program obligations | 435 | 459 | |||||
Deferred tax liabilities, net | 527 | 266 | |||||
Other liabilities | 1,396 | 1,340 | |||||
Redeemable noncontrolling interest | 207 | 216 | |||||
Commitments and contingencies (Note 6) | |||||||
Viacom stockholders' equity: | |||||||
Class A common stock, par value $0.001, 375.0 authorized; 50.6 and 50.9 outstanding, respectively | — | — | |||||
Class B common stock, par value $0.001, 5,000.0 authorized; 356.7 and 363.3 outstanding, respectively | — | — | |||||
Additional paid-in capital | 9,914 | 9,772 | |||||
Treasury stock, 387.1 and 377.0 common shares held in treasury, respectively | (19,975 | ) | (19,225 | ) | |||
Retained earnings | 13,828 | 13,465 | |||||
Accumulated other comprehensive loss | (415 | ) | (293 | ) | |||
Total Viacom stockholders' equity | 3,352 | 3,719 | |||||
Noncontrolling interests | 25 | 28 | |||||
Total equity | 3,377 | 3,747 | |||||
Total liabilities and equity | $ | 23,416 | $ | 23,117 | |||
Quarter Ended December 31, | |||||||
(in millions) | 2014 | 2013 | |||||
OPERATING ACTIVITIES | |||||||
Net earnings (Viacom and noncontrolling interests) | $ | 513 | $ | 557 | |||
Reconciling items: | |||||||
Depreciation and amortization | 55 | 59 | |||||
Feature film and program amortization | 1,027 | 907 | |||||
Equity-based compensation | 26 | 32 | |||||
Equity in net earnings and distributions from investee companies | (29 | ) | (22 | ) | |||
Deferred income taxes | 232 | (30 | ) | ||||
Operating assets and liabilities, net of acquisitions: | |||||||
Receivables | 42 | 90 | |||||
Inventory, program rights and participations | (1,448 | ) | (1,185 | ) | |||
Accounts payable and other current liabilities | (421 | ) | (121 | ) | |||
Other, net | 59 | 6 | |||||
Cash provided by operations | 56 | 293 | |||||
INVESTING ACTIVITIES | |||||||
Acquisitions and investments, net | (1 | ) | 6 | ||||
Capital expenditures | (34 | ) | (20 | ) | |||
Net cash flow used in investing activities | (35 | ) | (14 | ) | |||
FINANCING ACTIVITIES | |||||||
Borrowings | 990 | — | |||||
Purchase of treasury stock | (754 | ) | (970 | ) | |||
Dividends paid | (137 | ) | (271 | ) | |||
Excess tax benefits on equity-based compensation awards | 35 | 5 | |||||
Exercise of stock options | 104 | 11 | |||||
Other, net | (45 | ) | (42 | ) | |||
Net cash flow provided by/(used) in financing activities | 193 | (1,267 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | (29 | ) | 2 | ||||
Net change in cash and cash equivalents | 185 | (986 | ) | ||||
Cash and cash equivalents at beginning of period | 1,000 | 2,403 | |||||
Cash and cash equivalents at end of period | $ | 1,185 | $ | 1,417 | |||
Inventory (in millions) | December 31, 2014 | September 30, 2014 | |||||
Film inventory: | |||||||
Released, net of amortization | $ | 712 | $ | 664 | |||
Completed, not yet released | 28 | 131 | |||||
In process and other | 673 | 436 | |||||
Total film inventory, net of amortization | 1,413 | 1,231 | |||||
Original programming: | |||||||
Released, net of amortization | 1,452 | 1,409 | |||||
In process and other | 605 | 631 | |||||
Total original programming, net of amortization | 2,057 | 2,040 | |||||
Acquired program rights, net of amortization | 1,402 | 1,367 | |||||
Home entertainment inventory | 98 | 105 | |||||
Total inventory, net | 4,970 | 4,743 | |||||
Less: current portion | (870 | ) | (846 | ) | |||
Total inventory-noncurrent, net | $ | 4,100 | $ | 3,897 | |||
Debt (in millions) | December 31, 2014 | September 30, 2014 | |||||
Senior Notes and Debentures: | |||||||
Senior notes due February 2015, 1.250% | $ | 600 | $ | 600 | |||
Senior notes due September 2015, 4.250% | 250 | 250 | |||||
Senior notes due April 2016, 6.250% | 917 | 917 | |||||
Senior notes due December 2016, 2.500% | 399 | 399 | |||||
Senior notes due April 2017, 3.500% | 498 | 498 | |||||
Senior notes due October 2017, 6.125% | 499 | 499 | |||||
Senior notes due September 2018, 2.500% | 498 | 498 | |||||
Senior notes due April 2019, 2.200% | 400 | 400 | |||||
Senior notes due September 2019, 5.625% | 552 | 552 | |||||
Senior notes due December 2019, 2.750% | 400 | — | |||||
Senior notes due March 2021, 4.500% | 495 | 495 | |||||
Senior notes due December 2021, 3.875% | 593 | 593 | |||||
Senior notes due June 2022, 3.125% | 297 | 296 | |||||
Senior notes due March 2023, 3.250% | 298 | 298 | |||||
Senior notes due September 2023, 4.250% | 1,239 | 1,238 | |||||
Senior notes due April 2024, 3.875% | 546 | 546 | |||||
Senior debentures due December 2034, 4.850% | 597 | — | |||||
Senior debentures due April 2036, 6.875% | 1,072 | 1,072 | |||||
Senior debentures due October 2037, 6.750% | 76 | 76 | |||||
Senior debentures due February 2042, 4.500% | 246 | 245 | |||||
Senior debentures due March 2043, 4.375% | 1,090 | 1,089 | |||||
Senior debentures due June 2043, 4.875% | 249 | 249 | |||||
Senior debentures due September 2043, 5.850% | 1,242 | 1,242 | |||||
Senior debentures due April 2044, 5.250% | 549 | 549 | |||||
Capital lease and other obligations | 161 | 168 | |||||
Total debt | 13,763 | 12,769 | |||||
Less: current portion | (617 | ) | (18 | ) | |||
Total noncurrent portion of debt | $ | 13,146 | $ | 12,751 | |||
• | 2.750% Senior Notes due December 2019 with an aggregate principal amount of $400 million at a price equal to 99.986% of the principal amount. |
• | 4.850% Senior Debentures due December 2034 with an aggregate principal amount of $600 million at a price equal to 99.543% of the principal amount. |
Net Periodic Benefit Cost (Income) (in millions) | Quarter Ended December 31, | ||||||
2014 | 2013 | ||||||
Interest cost | $ | 12 | $ | 12 | |||
Expected return on plan assets | (13 | ) | (13 | ) | |||
Recognized actuarial loss | 1 | — | |||||
Loss on pension settlement | 24 | — | |||||
Net periodic benefit cost (income) | $ | 24 | $ | (1 | ) | ||
Redeemable Noncontrolling Interest | Quarter Ended December 31, | ||||||
(in millions) | 2014 | 2013 | |||||
Beginning balance | $ | 216 | $ | 200 | |||
Net earnings | 7 | 6 | |||||
Distributions | (8 | ) | (8 | ) | |||
Translation adjustment | (9 | ) | 6 | ||||
Redemption value adjustment | 1 | 2 | |||||
Ending Balance | $ | 207 | $ | 206 | |||
Quarter Ended December 31, 2014 | Quarter Ended December 31, 2013 | ||||||||||||||||||||||
Stockholders’ Equity (in millions) | Total Viacom Stockholders' Equity | Noncontrolling Interests | Total Equity | Total Viacom Stockholders' Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||
Beginning Balance | $ | 3,719 | $ | 28 | $ | 3,747 | $ | 5,193 | $ | (3 | ) | $ | 5,190 | ||||||||||
Net earnings | 500 | 13 | 513 | 547 | 10 | 557 | |||||||||||||||||
Other comprehensive income (loss) (1) | (122 | ) | (2 | ) | (124 | ) | 25 | 1 | 26 | ||||||||||||||
Noncontrolling interests | (1 | ) | (14 | ) | (15 | ) | (2 | ) | (11 | ) | (13 | ) | |||||||||||
Dividends declared | (136 | ) | — | (136 | ) | (134 | ) | — | (134 | ) | |||||||||||||
Purchase of treasury stock | (750 | ) | — | (750 | ) | (850 | ) | — | (850 | ) | |||||||||||||
Equity-based compensation and other | 142 | — | 142 | 23 | — | 23 | |||||||||||||||||
Ending Balance | $ | 3,352 | $ | 25 | $ | 3,377 | $ | 4,802 | $ | (3 | ) | $ | 4,799 | ||||||||||
Weighted Average Number of Common Shares Outstanding and Anti-dilutive Common Shares | Quarter Ended December 31, | ||||
(in millions) | 2014 | 2013 | |||
Weighted average number of common shares outstanding, basic | 410.6 | 444.9 | |||
Dilutive effect of equity awards | 5.5 | 9.1 | |||
Weighted average number of common shares outstanding, diluted | 416.1 | 454.0 | |||
Anti-dilutive common shares | 4.1 | — | |||
Supplemental Cash Flow Information | Quarter Ended December 31, | ||||||
(in millions) | 2014 | 2013 | |||||
Cash paid for interest | $ | 156 | $ | 122 | |||
Cash paid for income taxes | $ | 48 | $ | 124 |
Financial Asset (Liability) | Quoted Prices In Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||
(in millions) | Total | Level 1 | Level 2 | Level 3 | |||||||||||
December 31, 2014 | |||||||||||||||
Marketable securities | $ | 106 | $ | 106 | $ | — | $ | — | |||||||
Derivatives | (1 | ) | — | (1 | ) | — | |||||||||
Total | $ | 105 | $ | 106 | $ | (1 | ) | $ | — | ||||||
September 30, 2014 | |||||||||||||||
Marketable securities | $ | 107 | $ | 107 | $ | — | $ | — | |||||||
Derivatives | (8 | ) | — | (8 | ) | — | |||||||||
Total | $ | 99 | $ | 107 | $ | (8 | ) | $ | — | ||||||
Revenues by Segment | Quarter Ended December 31, | ||||||
(in millions) | 2014 | 2013 | |||||
Media Networks | $ | 2,654 | $ | 2,541 | |||
Filmed Entertainment | 720 | 681 | |||||
Eliminations | (30 | ) | (25 | ) | |||
Total revenues | $ | 3,344 | $ | 3,197 | |||
Adjusted Operating Income (Loss) | Quarter Ended December 31, | ||||||
(in millions) | 2014 | 2013 | |||||
Media Networks | $ | 1,104 | $ | 1,114 | |||
Filmed Entertainment | (60 | ) | (74 | ) | |||
Corporate expenses | (61 | ) | (51 | ) | |||
Eliminations | 2 | 3 | |||||
Equity-based compensation | (26 | ) | (32 | ) | |||
Loss on pension settlement | (24 | ) | — | ||||
Operating income | 935 | 960 | |||||
Interest expense, net | (160 | ) | (149 | ) | |||
Equity in net earnings of investee companies | 33 | 26 | |||||
Other items, net | (18 | ) | — | ||||
Earnings before provision for income taxes | $ | 790 | $ | 837 | |||
Total Assets | December 31, 2014 | September 30, 2014 | |||||
(in millions) | |||||||
Media Networks | $ | 17,704 | $ | 17,647 | |||
Filmed Entertainment | 5,719 | 5,440 | |||||
Corporate/Eliminations | (7 | ) | 30 | ||||
Total assets | $ | 23,416 | $ | 23,117 | |||
Revenues by Component | Quarter Ended December 31, | ||||||
(in millions) | 2014 | 2013 | |||||
Advertising | $ | 1,367 | $ | 1,325 | |||
Feature film | 674 | 639 | |||||
Affiliate fees | 1,132 | 1,066 | |||||
Ancillary | 201 | 192 | |||||
Eliminations | (30 | ) | (25 | ) | |||
Total revenues | $ | 3,344 | $ | 3,197 | |||
CBS Related Party Transactions | Quarter Ended December 31, | ||||||
(in millions) | 2014 | 2013 | |||||
Consolidated Statement of Earnings | |||||||
Revenue | $ | 59 | $ | 73 | |||
Operating expenses | $ | 68 | $ | 96 | |||
December 31, 2014 | September 30, 2014 | ||||||
Consolidated Balance Sheets | |||||||
Accounts receivable | $ | 5 | $ | 5 | |||
Accounts payable | $ | 3 | $ | 2 | |||
Participants’ share and residuals, current | 75 | 100 | |||||
Program obligations, current | 84 | 87 | |||||
Program obligations, noncurrent | 86 | 104 | |||||
Other liabilities | 8 | 9 | |||||
Total due to CBS | $ | 256 | $ | 302 | |||
Other Related Party Transactions | Quarter Ended December 31, | ||||||
(in millions) | 2014 | 2013 | |||||
Consolidated Statement of Earnings | |||||||
Revenue | $ | 13 | $ | 13 | |||
Operating expenses | $ | 2 | $ | 2 | |||
Selling, general and administrative | $ | (2 | ) | $ | (2 | ) | |
December 31, 2014 | September 30, 2014 | ||||||
Consolidated Balance Sheets | |||||||
Account receivable | $ | 89 | $ | 84 | |||
Other assets | 2 | 1 | |||||
Total due from other related parties | $ | 91 | $ | 85 | |||
Accounts payable | $ | 9 | $ | 2 | |||
Other liabilities | 37 | 37 | |||||
Total due to other related parties | $ | 46 | $ | 39 | |||
Quarter Ended December 31, | Better/(Worse) | |||||||||||||
(in millions, except per share amounts) | 2014 | 2013 | $ | % | ||||||||||
Revenues | $ | 3,344 | $ | 3,197 | $ | 147 | 5 | % | ||||||
Operating income | 935 | 960 | (25 | ) | (3 | ) | ||||||||
Adjusted operating income | 959 | 960 | (1 | ) | — | |||||||||
Net earnings attributable to Viacom | 500 | 547 | (47 | ) | (9 | ) | ||||||||
Adjusted net earnings attributable to Viacom | 538 | 547 | (9 | ) | (2 | ) | ||||||||
Diluted EPS | 1.20 | 1.20 | — | — | ||||||||||
Adjusted diluted EPS | $ | 1.29 | $ | 1.20 | $ | 0.09 | 8 | % | ||||||
Quarter Ended December 31, | Better/(Worse) | |||||||||||||
(in millions) | 2014 | 2013 | $ | % | ||||||||||
Revenues by Component | ||||||||||||||
Advertising | $ | 1,367 | $ | 1,325 | $ | 42 | 3 | % | ||||||
Affiliate fees | 1,132 | 1,066 | 66 | 6 | ||||||||||
Ancillary | 155 | 150 | 5 | 3 | ||||||||||
Total revenues by component | $ | 2,654 | $ | 2,541 | $ | 113 | 4 | % | ||||||
Expenses | ||||||||||||||
Operating | $ | 987 | $ | 868 | $ | (119 | ) | (14 | )% | |||||
Selling, general and administrative | 522 | 523 | 1 | — | ||||||||||
Depreciation and amortization | 41 | 36 | (5 | ) | (14 | ) | ||||||||
Total expenses | $ | 1,550 | $ | 1,427 | $ | (123 | ) | (9 | )% | |||||
Adjusted Operating Income | $ | 1,104 | $ | 1,114 | $ | (10 | ) | (1 | )% | |||||
Quarter Ended December 31, | Better/(Worse) | |||||||||||||
(in millions) | 2014 | 2013 | $ | % | ||||||||||
Revenues by Component | ||||||||||||||
Theatrical | $ | 169 | $ | 159 | $ | 10 | 6 | % | ||||||
Home entertainment | 316 | 272 | 44 | 16 | ||||||||||
License fees | 189 | 208 | (19 | ) | (9 | ) | ||||||||
Ancillary | 46 | 42 | 4 | 10 | ||||||||||
Total revenues by component | $ | 720 | $ | 681 | $ | 39 | 6 | % | ||||||
Expenses | ||||||||||||||
Operating | $ | 668 | $ | 634 | $ | (34 | ) | (5 | )% | |||||
Selling, general & administrative | 99 | 100 | 1 | 1 | ||||||||||
Depreciation & amortization | 13 | 21 | 8 | 38 | ||||||||||
Total expenses | $ | 780 | $ | 755 | $ | (25 | ) | (3 | )% | |||||
Adjusted Operating Income/(Loss) | $ | (60 | ) | $ | (74 | ) | $ | 14 | 19 | % | ||||
(in millions, except per share amounts) | |||||||||||||||
Quarter Ended December 31, 2014 | |||||||||||||||
Operating Income | Pre-tax Earnings from Operations | Net Earnings Attributable to Viacom | Diluted EPS | ||||||||||||
Reported results | $ | 935 | $ | 790 | $ | 500 | $ | 1.20 | |||||||
Factors Affecting Comparability: | |||||||||||||||
Loss on pension settlement | 24 | 24 | 15 | 0.04 | |||||||||||
Discrete tax expense | — | — | 23 | 0.05 | |||||||||||
Adjusted results | $ | 959 | $ | 814 | $ | 538 | $ | 1.29 | |||||||
• | 2.750% Senior Notes due December 2019 with an aggregate principal amount of $400 million at a price equal to 99.986% of the principal amount. |
• | 4.850% Senior Debentures due December 2034 with an aggregate principal amount of $600 million at a price equal to 99.543% of the principal amount. |
Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under Program | ||||||||||
Open Market Purchases | (thousands) | (dollars) | (thousands) | (millions) | |||||||||
Month ended October 31, 2014 | 3,197 | $ | 71.93 | 3,197 | $ | 6,270 | |||||||
Month ended November 30, 2014 | 2,866 | $ | 73.26 | 2,866 | $ | 6,060 | |||||||
Month ended December 31, 2014 | 4,126 | $ | 75.14 | 4,126 | $ | 5,750 | |||||||
Total | 10,189 | 10,189 | |||||||||||
(1) | There is no expiration date for the program. |
Exhibit No. | Description of Exhibit | |
4.1 | Eighteenth Supplemental Indenture, dated as of December 10, 2014, between Viacom Inc. and The Bank of New York Mellon, as Trustee (including forms of the Securities) (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). | |
10.1* | Third Amendment, dated as of November 18, 2014, to the 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. | |
10.2* | Employment Agreement between Viacom Inc. and Philippe P. Dauman, effective as of January 15, 2015. | |
10.3* | Employment Agreement between Viacom Inc. and Wade Davis, effective as of November 27, 2014. | |
31.1* | Certification of the Chief Executive Officer of Viacom Inc. pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of the Chief Financial Officer of Viacom Inc. pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1* | Certification of the Chief Executive Officer of Viacom Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2* | Certification of the Chief Financial Officer of Viacom Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | XBRL Instance Document. | |
101.SCH* | XBRL Taxonomy Extension Schema Document. | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | |
* | Filed herewith |
VIACOM INC. | |||
Date: January 29, 2015 | By: | /s/ WADE DAVIS | |
Wade Davis | |||
Executive Vice President, Chief Financial Officer | |||
Date: January 29, 2015 | By: | /s/ KATHERINE GILL-CHAREST | |
Katherine Gill-Charest | |||
Senior Vice President, Controller (Chief Accounting Officer) |
VIACOM INC. | |||
By: | /s/ George S. Nelson | ||
Name: | George S. Nelson | ||
Title: | Senior Vice President and Treasurer | ||
JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders and as a Lender | |||
By: | /s/ Tina Ruyter | ||
Name: | Tina Ruyter | ||
Title: | Executive Director | ||
CITIBANK, N.A., as Syndication Agent and as a Lender | |||
By: | /s/ Michael Vondriska | ||
Name: | Michael Vondriska | ||
Title: | Vice President | ||
BANK OF AMERICA, N.A., as Syndication Agent and as a Lender | |||
By: | /s/ Jay D. Marquis | ||
Name: | Jay D. Marquis | ||
Title: | Director | ||
DEUTSCHE BANK SECURITIES INC., as Documentation Agent | |||
By: | /s/ Virginia Cosenza | ||
Name: | Virginia Cosenza | ||
Title: | Vice President | ||
By: | /s/ Ming K. Chu | ||
Name: | Ming K. Chu | ||
Title: | Vice President | ||
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender | |||
By: | /s/ Virginia Cosenza | ||
Name: | Virginia Cosenza | ||
Title: | Vice President | ||
By: | /s/ Ming K. Chu | ||
Name: | Ming K. Chu | ||
Title: | Vice President | ||
THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agent and as a Lender | |||
By: | /s/ Alex Daw | ||
Name: | Alex Daw | ||
Title: | Director | ||
WELLS FARGO BANK, N.A., as Documentation Agent and as a Lender | |||
By: | /s/ Eric Frandson | ||
Name: | Eric Frandson | ||
Title: | Managing Director | ||
Name of Lender: | BNP Paribus | ||
by | |||
/s/ Barbara Nash | |||
Name: | Barbara Nash | ||
Title: | Managing Director | ||
by1 | |||
/s/ Jenny Shum | |||
Name: | Jenny Shum | ||
Title: | Vice President | ||
Name of Lender: | MIZUHO BANK, LTD. | ||
by | |||
/s/ Bertram H. Tang | |||
Name: | Bertram H. Tang | ||
Title: | Authorized Signatory | ||
by1 | |||
Name: | |||
Title: | |||
Name of Lender: | ROYAL BANK OF CANADA | ||
by | |||
/s/ Alfonse Simone | |||
Name: | Alfonse Simone | ||
Title: | Authorized Signatory | ||
by1 | |||
Name: | |||
Title: | |||
Name of Lender: | Sumitomo Mitsui Banking Corporation | ||
by | |||
/s/ Shuji Yabe | |||
Name: | Shuji Yabe | ||
Title: | Managing Director | ||
Name of Lender: | Lloyds Bank plc | ||
by | |||
/s/ Stephen Giacolone | |||
Name: | Stephen Giacolone | ||
Title: | Assistant Vice President – G011 | ||
by | |||
/s/ Daven Popat | |||
Name: | Daven Popat | ||
Title: | Senior Vice President – P003 | ||
Name of Lender: | U.S. Bank National Association | ||
by | |||
/s/ Colleen Mcevoy | |||
Name: | Colleen Mcevoy | ||
Title: | Senior Vice President | ||
by1 | |||
Name: | |||
Title: | |||
Name of Lender: | The Bank of Tokyo-Mitsubishi UFJ, Ltd. | ||
by | |||
/s/ Ola Anderssen | |||
Name: | Ola Anderssen | ||
Title: | Director | ||
by1 | |||
Name: | |||
Title: | |||
Name of Lender: | MORGAN STANLEY BANK, N.A. | ||
by | |||
/s/ Sherrese Clarke | |||
Name: | SHERRESE CLARKE | ||
Title: | AUTHORIZED SIGNATORY | ||
Name of Lender: | THE BANK OF NEW YORK MELLON | ||
by | |||
/s/ Hussam Alsahlani | |||
Name: | Hussam Alsahlani | ||
Title: | Vice President | ||
by1 | |||
Name: | |||
Title: | |||
Name of Lender: | Intesa Sanpaolo S.p.A., New York Branch | ||
by | |||
/s/ Katherine Hand | |||
Name: | Katherine Hand | ||
Title: | Relationship Manager | ||
by1 | |||
/s/ Gianluca Fiore | |||
Name: | Gianluca Fiore | ||
Title: | Global Relationship Manager | ||
Name of Lender: | The Northern Trust Company | ||
by | |||
/s/ Daniel J. Boote | |||
Name: | Daniel J. Boote | ||
Title: | Senior Vice President | ||
Name of Lender: | Santander Bank, N.A. | ||
by | |||
/s/ William Maag | |||
Name: | William Maag | ||
Title: | Managing Director | ||
by1 | |||
Name: | |||
Title: | |||
Schedule |
• If Employer achieves less than the 25th percentile TSR, the award of PSUs will be forfeited |
• If Employer achieves the 25th percentile TSR, the number of Shares to be delivered under the award will be 25% of the Target Award |
• If Employer achieves the 50th percentile TSR, the number of Shares to be delivered under the award will be 100% of the Target Award |
• If Employer achieves the 100th percentile TSR (that is, if it is the first ranked company in the Reference Group for TSR), the number of Shares to be delivered under the award will be 300% of the Target Award |
a. | If Employer achieves at least the 50th percentile TSR, Shares will be delivered no later than four (4) weeks following the Determination Date for such award; and |
b. | If employer does not achieve at least the 50th percentile TSR, (I) a number of shares determined pursuant to the Schedule will be delivered no later than four (4) weeks following the Determination Date and (II) any incremental Shares to which you are entitled by virtue of paragraph 4(b)(iii) will be delivered on the second business day following the delivery of Employer’s audited financial statements in respect of the last year of the applicable Measurement Period (so that it can be determined whether or not Employer attained the EPS hurdle in respect of such award) . |
a. | The “Measurement Period” for your awards of PSUs for 2009 and subsequent years will begin on the Grant Date for the Award (which shall always be January 1) and end on the December 31 immediately prior to the third anniversary of the Grant Date; provided, however, that if your employment with Employer terminates in a Qualifying Termination, the Measurement Period for any outstanding PSU award whose Determination Date has not yet occurred shall be the period beginning on the date that is three years before the effective date of your Qualifying Termination and ending on the effective date of your Qualifying Termination. |
b. | Your employment with Employer will be considered to have terminated in a “Qualifying Termination” if (I) your employment is terminated by Employer without Cause (as defined in, and subject to the terms and conditions of, paragraph 9(a)); (II) you resign from employment for Good Reason (as defined in, and subject to the terms and conditions of, paragraph 9(b)); (III) your employment terminates by reason of your incapacity as provided in paragraph 8 or as a result of your death; or (IV) your employment terminates for any reason on the last day of the Employment Term. |
c. | “Reference Group” means, with respect to any award of PSUs, all companies whose common stock is included in the S&P 500 at the start of the Measurement Period for that award (other than (I) companies that cease to be included in the S&P 500 during the Measurement Period solely due to merger, acquisition, liquidation or similar events changing the identity and nature of the company and (II) companies that cease to be included in the S&P 500 other than on account of events described in the preceding clause (I) and which also cease to have common stock publicly traded on an exchange or on a recognized market system or the over-the-counter market). |
d. | “TSR” means for the Shares and for the common stock of each company in the Reference Group, the percentage change in value (positive or negative) over the relevant Measurement Period as measured by dividing (i) the sum of (A) each company’s cumulative value of dividends and other distributions in respect of its common stock for the Measurement Period, assuming dividend reinvestment, and (B) the difference (positive or negative) between each company’s common stock price on the first and last day of the Measurement Period (calculated on the basis of the average closing prices over the 20-day trading period immediately prior to the first day of the Measurement Period and the average closing prices over the 20-day trading period immediately prior to the relevant Determination Date, in each case, as reported by Bloomberg L.P. (or such other reporting service that the Compensation Committee may designate from time to time)); by (ii) the common stock price on the first day of the Measurement Period, calculated on the basis described |
Schedule |
• If the Cumulative Achievement Percentage is 75%, the number of Shares to be delivered under the award will be 75% of the Target PRSU Award |
• If the Cumulative Achievement Percentage is 100%, the number of Shares to be delivered under the award will be 100% of the Target PRSU Award |
• If the Cumulative Achievement Percentage is 125% or more, the number of Shares to be delivered under the award will be 125% of the Target PRSU Award |
a. | Employer will pay and provide your Accrued Compensation and Benefits; |
b. | Employer will pay you a prorated Bonus for the fiscal year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the Termination Date, such amount, before the daily pro ration, to be multiplied by the performance multiplier approved by the Compensation Committee in respect of Company financial and quantitative goals for such year under the Senior Executive STIP (with the method for determining such performance multiplier to correspond to the method used under the Senior Executive STIP as of the Amendment Date to adjust target STIP payout amounts based on Company performance), with such prorated Bonus to be paid in accordance with paragraph 3(b)(iv) of this Agreement; |
c. | Employer will pay you a severance payment (the “Severance Payment”) equal in amount to the sum of: |
i | three (3) times your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and |
ii | three (3) times the higher of (X) the average of the annual cash Bonuses payable to you (whether or not actually paid) with respect to the last three completed fiscal years prior to the Termination Date and (Y) the Target Bonus at the Termination Date (or, if your Target Bonus has been reduced in violation of this Agreement, your highest Target Bonus during the Employment Term) (the “Applicable Bonus Amount”) |
d. | all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); |
e. | the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; |
f. | all of your unvested PRSUs will vest at the target level and be settled as promptly as administratively practicable after your Termination Date; and |
g. | Employer will continue to provide you with life insurance coverage as set forth in paragraph 5(b) until the end of the Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at the employer’s expense, aggregates at least the amount set forth in paragraph 5(b). |
Very truly yours, | ||
VIACOM INC. | ||
/s/ Frederic V. Salerno | ||
Name: Frederic V. Salerno | ||
Title: Chairman, Compensation Committee of the Board of Directors | ||
/s/ Michael D. Fricklas | ||
Name: Michael D. Fricklas | ||
Title: Corporate Secretary |
ACCEPTED AND AGREED: | ||
/s/ Philippe P. Dauman | ||
Name: Philippe P. Dauman | ||
Dated: January 15, 2015 |
Philippe P. Dauman | ||
VIACOM INC. | ||
By: | ||
Title: |
(i) | Your Bonus for each Company fiscal year, regardless of whether such fiscal year is a 12-month period or a shorter period of time, shall be determined in accordance with the Viacom Inc. Senior Executive Short-Term Incentive Plan, as applicable, as it may be amended from time to time (the “STIP”). |
(ii) | Your target Bonus for each Company fiscal year during the Contract Period shall be Two Million Dollars ($2,000,000) (your “Target Bonus”) and shall be adjusted based on the Company’s performance (the “Company Performance Factor”) and your individual performance (the “Individual Performance Factor”), in each case as determined by the Company and as further provided in the STIP. |
(i) | Your employment with the Company is on an exclusive and full-time basis, and while you are employed by the Company, you shall not engage in any other business activity which is in conflict with your duties and obligations (including your commitment of time) to the Company. During the Non-Competition Period, you shall not directly or indirectly engage in or participate as an owner, partner, holder or beneficiary of stock, stock options or other equity interest, officer, employee, director, manager, partner or agent of, or consultant for, any business competitive with any business of Viacom without the prior written consent of the Company. This provision shall not limit your right to own and have options or other rights to purchase not more than one percent (1%) of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, unless such ownership constitutes a significant portion of your net worth. |
(ii) | The “Non-Competition Period” begins on the Effective Date and ends on the last day of the Contract Period, provided that: |
1. | If the Company terminates your employment without Cause or if you validly resign for Good Reason before the end of the Contract Period, then the Non-Competition Period shall end on the earlier of (i) the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i) or (ii) the effective date of your waiver in writing of any right to receive or continue to receive compensation and benefits under paragraph 11. You shall be deemed to have irrevocably provided such waiver if you accept competing employment. |
2. | If the Company terminates your employment for Cause or you resign other than for Good Reason, the Non-Competition Period shall end on the earlier of (i) the last day of the Contract Period or (ii) eighteen (18) months after such termination or resignation. |
(i) | During the Non-Solicitation Period, you shall not directly or indirectly engage or attempt to engage in any of the following acts: |
1. | Employ or solicit the employment of any person who is then, or has been within six (6) months prior thereto, an employee of Viacom; or |
2. | Interfere with, disturb or interrupt the relationships (whether or not such relationships have been reduced to formal contracts) of Viacom with any customer, supplier, independent contractor, consultant, joint venture or other business partner (to the extent each of the limitations in this paragraph 6(b)(i)(2) is permitted by applicable law). |
(ii) | The “Non-Solicitation Period” begins on the Effective Date and ends on the last day of the Contract Period, or, if longer, eighteen (18) months after the Company terminates your employment for Cause or you resign other than for Good Reason. |
(i) | The results and proceeds of your services to the Company, whether or not created during the Contract Period, including, without limitation, any works of authorship resulting from your services and any works in progress resulting from such services, shall be works-made-for-hire and Viacom shall be deemed the sole owner throughout the universe of any and all rights of every nature in such works, with the right to use, license or dispose of the works in perpetuity in any manner Viacom determines in its sole discretion without any further payment to you, whether such rights and means of use are now known or hereafter defined or discovered. |
(ii) | If, for any reason, any of the results and proceeds of your services to the Company are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Viacom under this paragraph 8(a), then you hereby irrevocably assign any and all of your right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of every nature in the work, and Viacom shall have the sole right to use, license or dispose of the work in |
(iii) | Upon request by the Company, whether or not during the Contract Period, you shall do any and all things which the Company may deem useful or desirable to establish or document Viacom’s rights in the results and proceeds of your services to the Company, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents. You hereby irrevocably designate the General Counsel, Secretary or any Assistant Secretary of Viacom Inc. as your attorney-in-fact with the power to take such action and execute such documents on your behalf. To the extent you have any rights in such results and proceeds that cannot be assigned as described above, you unconditionally and irrevocably waive the enforcement of such rights. |
(iv) | The provisions of this paragraph 8(a) do not limit, restrict, or constitute a waiver by Viacom of any ownership rights to which Viacom may be entitled by operation of law by virtue of being your employer. |
(v) | You and the Company acknowledge and understand that the provisions of this paragraph 8 requiring assignment of inventions to Viacom do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870, to the extent that such provision applies to you. You agree to advise the Company promptly in writing of any inventions that you believe meet the criteria in California Labor Code Section 2870. |
(i) | You may resign for Good Reason at any time that you are actively employed during the Contract Period by written notice to the Company no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state the grounds for such Good Reason resignation and an effective date no earlier than thirty (30) business days after the date it is given. The Company shall have thirty (30) business days from the giving of such notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. |
(ii) | “Good Reason” shall mean without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with your death or LTD): (i) the assignment to you of duties or responsibilities substantially inconsistent with your position(s) or duties; (ii) the withdrawal of material portions of your duties; or (iii) the material breach by the Company of any material obligation under this Agreement. |
(i) | The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period; |
(ii) | You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event |
(iii) | Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law; |
(iv) | The Company shall continue to provide you with $5 million life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer; |
(v) | All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination; |
(vi) | All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination; |
(vii) | There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and |
(viii) | The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits. |
(i) | The Company may, without your consent, amend any provision of this Agreement to the extent that, in the reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision. |
(ii) | It is the intention and understanding of the parties that all amounts and benefits to which you become entitled under this Agreement will be paid or provided to you |
(iii) | As used herein, “Separation from Service” shall mean either (i) the termination of your employment with the Company and its affiliates, provided that such termination of employment meets the requirements of a separation of service determined using the default provisions set forth in Treasury Regulation §1.409A-(1)(h) or the successor provision thereto or (ii) such other date that constitutes a separation from service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation §1.409A-(1)(h) or the successor provision thereto. For purposes of this definition, "affiliate" means any corporation that is in the same controlled group of corporations (within the meaning of Code Section 414(b)) as the Company and any trade or business that is under common control with the Company (within the meaning of Code Section 414(c)), determined in accordance with the default provision set forth in Treasury Regulation §1.409A-(1)(h)(3). |
(iv) | If under any provision of this Agreement you become entitled to be paid Salary continuation, then each payment of Salary during the relevant continuation period shall be considered, and is hereby designated as, a separate payment for purposes of Section 409A (and consequently your entitlement to such Salary continuation shall not be considered an entitlement to a single payment of the aggregate amount to be paid during the relevant continuation period). |
(i) | The Bonus for any Company fiscal year under this Agreement shall be paid by March 15th of the following year. |
(ii) | Except as otherwise expressly provided in this Agreement, your Bonus shall be prorated (A) to apply only to that part of the Company’s fiscal year which falls within the Contract Period and (B) to the extent the Company's fiscal year is less than a 12-month fiscal year (a “Pro-Rated Bonus”). Following expiration of the Contract Period, you shall receive a Pro-Rated Bonus for the period of the Company’s fiscal year which falls within the Contract Period only (A) in the event that the Company terminates your employment without Cause prior to the date on which employees of the Company become entitled to Bonus under the STIP, (B) as provided in paragraph 11(c)(ii) or (C) as provided in the STIP. |
(iii) | Any Bonus or Pro-Rated Bonus payable pursuant to paragraphs 11, 13 or 14 shall be paid at the lesser of (X) your Target Bonus amount or (Y) your Target Bonus amount, adjusted based on the Company Performance Factor for the relevant year. |
Very truly yours, VIACOM INC. | ||||
By: | /s/ Thomas E. Dooley | |||
Thomas E. Dooley Chief Operating Officer | ||||
ACCEPTED AND AGREED: /s/ Wade Davis | ||||
Wade Davis | ||||
Dated: | 12/12/14 |
VIACOM INC. | |||||
By: | |||||
Thomas E. Dooley Chief Operating Officer | |||||
THE EXECUTIVE | |||||
Wade Davis | |||||
Dated: |
1. | I have reviewed this Quarterly Report on Form 10-Q of Viacom Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ PHILIPPE P. DAUMAN | |
President and Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of Viacom Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ WADE DAVIS | |
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/ PHILIPPE P. DAUMAN | |
Philippe P. Dauman | |
January 29, 2015 |
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/ WADE DAVIS | |
Wade Davis | |
January 29, 2015 |
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