Bond ViacomCBS 6.25% ( US92553PBC59 ) in USD

ViacomCBS

90.44 % ▼

United States

US92553PBC59 ( in USD )

6.25% per year ( payment 2 times a year)

27/02/2057

Prospectus brochure of the bond Viacom Inc US92553PBC59 en USD 6.25%, maturity 27/02/2057

2 000 USD

650 000 000 USD

92553PBC5

BB- ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

28/02/2026 ( In 20 days )

ViacomCBS, now known as Paramount Global, is a mass media company that produces and distributes film and television content, owns numerous cable networks, and operates streaming services like Paramount+.

The Bond issued by ViacomCBS ( United States ) , in USD, with the ISIN code US92553PBC59, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/02/2057

The Bond issued by ViacomCBS ( United States ) , in USD, with the ISIN code US92553PBC59, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by ViacomCBS ( United States ) , in USD, with the ISIN code US92553PBC59, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d349978d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-207648
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Proposed Maximum
Amount of
Title of Each Class of Securities
Amount to be
Offering Price
Aggregate Offering
Registration
to be Registered

Registered

per Unit

Price

Fee(1)(2)
5.875% Fixed-to-Floating Rate Junior Subordinated
Debentures due 2057

$650,000,000

100.000%

$650,000,000

$75,335
6.250% Fixed-to-Floating Rate Junior Subordinated
Debentures due 2057

$650,000,000

100.000%

$650,000,000

$75,335

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Paid herewith.
Table of Contents

PROSPECTUS SUPPLEMENT
(To prospectus dated October 28, 2015)
$1,300,000,000
VIACOM INC.
$650,000,000 5.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057
$650,000,000 6.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057
The 5.875% fixed-to-floating rate junior subordinated debentures due 2057 (the "NC5 debentures") will bear interest initially at 5.875% per
year, and the 6.250% fixed-to-floating rate junior subordinated debentures due 2057 (the "NC10 debentures" and, together with the NC5
debentures, the "debentures") will bear interest initially at 6.250% per year, payable semi-annually in arrears on February 28 and August 28 of
each year, beginning on August 28, 2017, until February 28, 2022, in the case of the NC5 debentures, and February 28, 2027, in the case of the
NC10 debentures. From, and including, February 28, 2022, in the case of the NC5 debentures, and February 28, 2027, in the case of the NC10
debentures, interest on the NC5 debentures and the NC10 debentures will accrue at an annual rate equal to three-month LIBOR (as defined herein)
plus 3.895% and 3.899%, respectively, reset quarterly, payable quarterly in arrears on February 28, May 28, August 28 and November 28 of each
year, beginning on May 28, 2022, in the case of the NC5 debentures, and May 28, 2027, in the case of the NC10 debentures.
So long as no Event of Default (as defined herein) has occurred and is continuing, we may defer all or part of the interest payments on either
series of the debentures on one or more occasions for up to five consecutive years per deferral period as described in this prospectus supplement.
See "Description of the Debentures--Option to Defer Interest Payments."
The debentures will mature on February 28, 2057. We may redeem either series of the debentures at our option, including upon the occurrence
of certain events, at the respective redemption prices set forth herein. If we experience a Change of Control Event (as defined herein) with respect
to a series of debentures, we may redeem such series of debentures, in whole but not in part, at our option, at a redemption price equal to 101% of
their principal amount to be redeemed, plus accrued and unpaid interest to the date of redemption. See "Description of the Debentures--
Redemption Upon a Change of Control Event." If we elect not to redeem any eligible series of debentures following a Change of Control Event, the
per annum rate of interest payable on that series of debentures will be increased by an additional 5.0 percentage points. The debentures do not
provide for a sinking fund.
The debentures will be unsecured obligations of Viacom Inc. and will rank junior in right of payment to all of Viacom Inc.'s existing and
future senior indebtedness (as defined herein).
Investing in the debentures involves risks that are described in the "Risk Factors" sections of our Annual Report on Form 10-K for
the fiscal year ended September 30, 2016 (our "2016 Form 10-K") and our subsequent report on Form 10-Q, filed with the Securities and
Exchange Commission (the "SEC"), and on page S-8 of this prospectus supplement.

Per NC5
Per NC10

Debenture
Total

Debenture
Total

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Price to Public(1)
100.000% $650,000,000 100.000% $650,000,000
Underwriting Discounts and Commissions

1.000% $
6,500,000
1.000% $
6,500,000
Proceeds to Viacom (before expenses)
99.000% $643,500,000 99.000% $643,500,000
(1) Plus accrued interest, if any, from February 28, 2017 if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of the debentures or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that the debentures will be ready for delivery only in book-entry form through the facilities of The Depository Trust Company for
the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société
anonyme, against payment in New York, New York on or about February 28, 2017.

Joint Structuring Agents and Book-Running Managers

BofA Merrill Lynch
Morgan Stanley

Senior Co-Manager
Mizuho Securities
Co-Managers

Citigroup
J.P. Morgan
Deutsche Bank Securities
Wells Fargo Securities

BNP PARIBAS

RBC Capital Markets

SMBC Nikko

US Bancorp

MUFG

NatWest Markets

BNY Mellon Capital Markets, LLC

Santander

The Williams Capital Group, L.P.

ICBC Standard Bank

SOCIETE GENERALE

Lebenthal Capital Markets

Ramirez & Co., Inc.
The date of this prospectus supplement is February 23, 2017
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Cautionary Statement Concerning Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-10
Ratio of Earnings to Fixed Charges
S-10
Capitalization
S-11
Description of the Debentures
S-12
U.S. Federal Income Tax Considerations
S-26
Underwriting
S-31
Where You Can Find More Information
S-36
Legal Matters
S-36
Experts
S-36
Prospectus

Page
Risk Factors

i
About This Prospectus

i
Where You Can Find More Information

i
Incorporation by Reference

ii
Cautionary Statement Concerning Forward-Looking Statements

ii
The Company

1
Use of Proceeds

2
Ratio of Earnings to Fixed Charges

2
Description of Debt Securities

3
Description of Preferred Stock

12
Description of Common Stock

14
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Description of Warrants

16
Plan of Distribution

18
Legal Matters

19
Experts

19

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. The second part,
the accompanying prospectus, gives more general information, some of which may not apply to this offering. This prospectus supplement also adds
to, updates and changes information contained in the accompanying prospectus. If the description of the offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. The accompanying prospectus is
part of a shelf registration statement that we filed with the SEC on October 28, 2015. Under the shelf registration process, from time to time, we
may offer and sell debt securities, preferred stock, warrants representing rights to purchase our debt securities or preferred stock, our class A
common stock, or our class B common stock, or any combination thereof, in one or more offerings.
In this prospectus supplement we use the terms "Viacom," "the company," "we," "us," and "our" and similar words to refer to Viacom Inc., a
Delaware corporation, and its consolidated subsidiaries, unless the context requires otherwise; provided that in the "Description of the Debentures"
section, "Viacom," "we," "us," "our" and similar words refer to Viacom Inc. and not to any of its consolidated subsidiaries, unless the context
requires otherwise. References to "securities" include any security that we might offer under this prospectus supplement and the accompanying
prospectus. References to "$" and "dollars" are to United States dollars.
We have not authorized anyone to provide any information or to make any representation other than those contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we have prepared. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer
of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus
supplement, the accompanying prospectus, the documents incorporated by reference herein or in any free writing prospectus is accurate as of any
date other than the respective dates of such documents. Our business, financial condition, results of operations and prospects may have changed
since such dates.
Some of the market and industry data contained or incorporated by reference in this prospectus supplement are based on independent industry
publications or other publicly available information, while other information is based on internal studies. Although we believe that these
independent sources and our internal data are reliable as of their respective dates, the information contained in them has not been independently
verified. As a result, you should be aware that the market and industry data contained or incorporated by reference in this prospectus supplement,
and beliefs and estimates based on such data, may not be reliable.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain both
historical and forward-looking statements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements reflect our current expectations concerning future results, objectives, plans and goals, and involve known
and unknown risks, uncertainties and other factors that are difficult to predict and which may cause future results, performance or achievements to
differ. These risks, uncertainties and other factors include, among others: the effect of recent changes in management and our board of directors;
the ability of our recently-announced strategic initiatives to achieve their operating objectives; the public acceptance of our brands, programs,
motion pictures and other entertainment content on the various platforms on which they are distributed; the impact of inadequate audience
measurement on our program ratings and advertising and affiliate revenues; technological developments and their effect in our markets and on
consumer behavior; competition for content, audiences, advertising and distribution; the impact of piracy; economic fluctuations in advertising and
retail markets, and economic conditions generally; fluctuations in our results due to the timing, mix, number and availability of our motion pictures
and other programming; the potential for loss of carriage or other reduction in the distribution of our

S-ii
Table of Contents
content; changes in the Federal communications or other laws and regulations; evolving cybersecurity and similar risks; other domestic and global
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economic, business, competitive and/or regulatory factors affecting our businesses generally; and other factors described in our news releases and
filings with the SEC, including but not limited to our reports on Form 10-K, Form 10-Q and Form 8-K, and in the section entitled "Risk Factors"
on page S-8 of this prospectus supplement. The forward-looking statements included or incorporated by reference in this prospectus supplement
and the accompanying prospectus are made only as of the dates of the respective documents, and we do not have any obligation to publicly update
any forward-looking statements to reflect subsequent events or circumstances.

S-iii
Table of Contents
SUMMARY
The following is a summary of certain information explained in more detail elsewhere in or incorporated by reference into this prospectus
supplement. In addition to this summary, you should read the entire document carefully, including (1) the risks relating to Viacom's businesses
discussed in the "Risk Factors" sections of our 2016 Form 10-K and our subsequent report on Form 10-Q and the risks relating to investing in the
debentures discussed on page S-8 of this prospectus supplement, and (2) the consolidated financial statements and the related notes thereto in our
2016 Form 10-K and the unaudited consolidated financial statements and the related notes thereto in our subsequent report on Form 10-Q, each of
which is incorporated by reference herein.
Viacom Inc.
Viacom is home to premier global media brands that create compelling television programs, motion pictures, short-form content, applications
("apps"), games, consumer products, social media experiences and other entertainment content for audiences in more than 180 countries. Our
media networks, including Nickelodeon®, COMEDY CENTRAL®, MTV®, VH1®, SPIKE®, BET®, CMT®, TV Land®, Nick at Nite®, Nick Jr.®,
Logo®, Nicktoons®, TeenNick®, Channel 5® (United Kingdom), TelefeTM (Argentina) and Paramount ChannelTM, reach 510 million households
worldwide. Viacom Media Networks also operates branded experiences including channels on streaming services and social media platforms such
as DIRECTV NOW and Snapchat Discover. Paramount Pictures® is a major global producer and distributor of filmed entertainment. Paramount
TelevisionTM develops, finances and produces programming for television and other platforms.
We were organized as a Delaware corporation in 2005 and our principal offices are located at 1515 Broadway, New York, New York 10036.
Our telephone number is (212) 258-6000 and our website is www.viacom.com. Information included on or accessible through our website does not
constitute a part of this prospectus supplement or the accompanying prospectus.

S-1
Table of Contents
THE OFFERING
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the debentures, see
"Description of the Debentures" on page S-12 of this prospectus supplement.

Issuer
Viacom Inc.

Securities offered
$1,300,000,000 aggregate principal amount of debentures, consisting of:

· $650,000,000 aggregate principal amount of 5.875% fixed-to-floating rate junior

subordinated debentures due 2057, and

· $650,000,000 aggregate principal amount of 6.250% fixed-to-floating rate junior

subordinated debentures due 2057.

Maturity
The debentures will mature on February 28, 2057.

Interest
Interest on the NC5 debentures and the NC10 debentures will accrue initially at the rate of
5.875% per year and 6.250% per year, respectively, and will be payable semi-annually in
arrears on each February 28 and August 28, beginning on August 28, 2017, until
February 28, 2022, in the case of the NC5 debentures, and February 28, 2027, in the case
of the NC10 debentures.

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From, and including, February 28, 2022, in the case of the NC5 debentures, and
February 28, 2027, in the case of the NC10 debentures, interest on the NC5 debentures and
the NC10 debentures will accrue at an annual rate equal to three-month LIBOR (as defined

herein) plus 3.895% and 3.899%, respectively, reset quarterly, payable quarterly in arrears
on February 28, May 28, August 28 and November 28 of each year, beginning on May 28,
2022, in the case of the NC5 debentures, and May 28, 2027, in the case of the NC10
debentures.

Option to defer interest payments
So long as no Event of Default (as defined herein) has occurred and is continuing, at our
sole option, we may, on one or more occasions, defer payment of all or part of the current
and accrued interest otherwise due on any series of the debentures by extending the interest
payment period for up to five consecutive years (each period, commencing on the date that
the first such interest payment would otherwise have been made, an "Optional Deferral
Period"). There is no limit on the number of Optional Deferral Periods that may occur. In
other words, we may declare at our discretion up to a five-year interest payment
moratorium on any series of the debentures and may choose to do so on more than one
occasion. Such deferral will not constitute an Event of Default or any other breach under
the indenture governing the debentures. A deferral of interest payments for a series of
debentures may not extend beyond the maturity date of such series of debentures or end on
a day other than an interest payment date.

S-2
Table of Contents
Any deferred interest on a series of debentures will accrue additional interest at a rate equal
to the interest rate then applicable to such series of debentures from the applicable interest
payment date to the date of payment (such additional interest accrued thereon, "Additional

Interest"), to the extent permitted under applicable law. Once we pay all deferred interest
payments on a series of the debentures, including any Additional Interest accrued on the
deferred interest, we can again defer interest payments on such series of the debentures as
described above, but not beyond the maturity date of such series of the debentures.

We are required to provide to the Trustee (as defined herein) written notice of any optional
deferral of interest at least 10 and not more than 60 business days prior to the earlier of
(1) the next applicable interest payment date or (2) the date, if any, upon which we are

required to give notice of such interest payment date or the record date therefor to any
applicable self-regulatory organization. The Trustee is required to promptly forward any
such notice to each holder of record of the applicable series of debentures. See "Description
of the Debentures--Option to Defer Interest Payments."

Certain limitations during Optional Deferral Period
During an Optional Deferral Period, we will not be permitted to do any of the following,
with certain limited exceptions described below under "Description of the Debentures--
Certain Limitations During an Optional Deferral Period":

· declare or pay any dividend or make any distributions with respect to, or redeem,

purchase, acquire or make a liquidation payment with respect to, any of our capital
stock; or

· make any payment of interest on, principal of or premium, if any, on or repay,

repurchase or redeem any of our debt securities (including guarantees) that rank
equally with or junior in right of payment to the debentures.

Subordination; ranking
Viacom Inc.'s obligations under the debentures are unsecured and rank junior in right of
payment to all of Viacom Inc.'s senior indebtedness, whether presently existing or from
time to time hereafter incurred, created, assumed or existing, as defined below under
"Description of the Debentures--Subordination; Ranking." As of December 31, 2016,
Viacom Inc. had approximately $12.3 billion of indebtedness outstanding as senior notes
and senior debentures and no amounts outstanding under its commercial paper program or
its revolving credit facility.
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The debentures will be structurally subordinated to all obligations of our subsidiaries
including claims with respect to trade payables. As of December 31, 2016, our direct and

indirect subsidiaries and other consolidated entities had $117 million of indebtedness
outstanding, including capital lease obligations.

S-3
Table of Contents
Sinking fund
None.

Optional redemption
At any time on or after February 28, 2022 (the "NC5 Par Call Date") for the NC5
debentures, and at any time on or after February 28, 2027 (the "NC10 Par Call Date," and
together with the NC5 Par Call Date, each a "Par Call Date") for the NC10 debentures, the
NC5 debentures and/or the NC10 debentures may be redeemed in whole or in part, at our
option, at a redemption price equal to 100% of their principal amount to be redeemed, plus
accrued and unpaid interest to the date of redemption.

Redemption upon a tax event
At any time prior to the NC5 Par Call Date, in the case of the NC5 debentures, and the
NC10 Par Call Date, in the case of the NC10 debentures, we may redeem the NC5
debentures and/or the NC10 debentures, in whole but not in part, at our option, at a
redemption price equal to 101% of their principal amount to be redeemed, plus accrued and
unpaid interest to the date of redemption if certain changes in tax laws, regulations or
interpretations occur. See "Description of the Debentures--Redemption Upon a Tax
Event."

Redemption upon a rating agency event
At any time prior to the NC5 Par Call Date, in the case of the NC5 debentures, and the
NC10 Par Call Date, in the case of the NC10 debentures, we may redeem the NC5
debentures and/or the NC10 debentures, in whole but not in part, at our option, at a
redemption price equal to 102% of their principal amount to be redeemed, plus accrued and
unpaid interest to the date of redemption if a rating agency makes certain changes in the
equity credit criteria for securities such as the applicable series of debentures. See
"Description of the Debentures--Redemption Upon a Rating Agency Event."

Redemption upon a Change of Control Event
Following the occurrence of both a change of control of Viacom Inc. and a downgrade of
the rating of the NC5 debentures or the NC10 debentures, as the case may be, by one or
more gradations (including gradations within rating categories as well as between rating
categories) by each of Moody's Investors Service, Inc., S&P Global Ratings and Fitch
Ratings, Inc. within a specified period, we may redeem such series of debentures, in whole
but not in part, at our option, at a redemption price equal to 101% of their principal amount
to be redeemed, plus accrued and unpaid interest to the date of redemption. If we elect not
to redeem any eligible series of debentures following a Change of Control Event, the per
annum rate of interest payable on that series of debentures will be increased by an
additional 5.0 percentage points. See "Description of the Debentures--Redemption Upon a
Change of Control Event."

S-4
Table of Contents
Events of Default
The following are the Events of Default with respect to the debentures of each series:

· failure to pay principal of, or premium, if any, on or interest on the debentures of such

series when due and payable, at maturity, or upon redemption;

· failure to pay interest (including Additional Interest) on the debentures of such series
when due and payable that continues for 30 days (other than with respect to interest

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due at maturity or upon earlier redemption), subject to our right to optionally defer
interest payments; or

· certain events of bankruptcy, insolvency or reorganization involving Viacom Inc.

Use of proceeds
We intend to use the net proceeds from this offering, after deducting underwriting
discounts and commissions and our other fees and expenses related to this offering,
primarily for the repayment of outstanding indebtedness, which includes the repayment, in
whole or in part, of up to $500 million aggregate principal amount of our 6.125% senior
notes due October 2017, up to $500 million aggregate principal amount of our 2.500%
senior notes due September 2018, up to $400 million aggregate principal amount of our
2.200% senior notes due April 2019 and borrowings under our commercial paper program,
and, to the extent that any proceeds remain, for general corporate purposes. See "Use of
Proceeds."

No listing
We have not listed and do not intend to list the debentures on any U.S. national securities
exchange or quotation system.

Governing law
The debentures and the indenture under which they will be issued will be governed by the
laws of the State of New York.

U.S. federal income tax considerations
Shearman & Sterling LLP, tax counsel to Viacom, is of the opinion that, under current law
and assuming full compliance with the terms of the indenture governing the debentures and
other relevant documents, although the matter is not free from doubt, the debentures will be
classified for U.S. federal income tax purposes as indebtedness of Viacom upon their
issuance. This opinion is not binding on the Internal Revenue Service (the "IRS") or any
court and there can be no assurance that the IRS or a court will agree with this opinion. See
"U.S. Federal Income Tax Considerations--Classification and Treatment of the
Debentures."

Each holder of the debentures will, by accepting the debentures or a beneficial interest
therein, be deemed to have agreed that the holder intends that the debentures constitute

indebtedness and will treat the debentures as indebtedness for all U.S. federal, state and
local tax purposes. In addition, we intend to treat the debentures as indebtedness for U.S.
federal income tax purposes.

S-5
Table of Contents
If we elect to defer interest on any series of the debentures for one or more Optional
Deferral Periods, the holders of such debentures would be required to include amounts in
income for U.S. federal income tax purposes during such period, regardless of such

holder's method of accounting for U.S. federal income tax purposes and notwithstanding
that no cash interest payments will be made on such debentures during such periods. See
"U.S. Federal Income Tax Considerations--U.S. Holders."

Risk factors
See the risks that are described in the "Risk Factors" sections of our 2016 Form 10-K and
our subsequent report on Form 10-Q, and on page S-8 of this prospectus supplement for a
discussion of the factors you should consider carefully before deciding to invest in the
debentures.

S-6
Table of Contents
SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA
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The following tables present our summary selected consolidated financial data. The summary selected consolidated financial data should be
read in conjunction with our consolidated financial statements and the related notes thereto and the related "Management's Discussion and
Analysis of Results of Operations and Financial Condition" in our 2016 Form 10-K and in our subsequent report on Form 10-Q, each of which is
incorporated by reference herein. The unaudited consolidated statement of earnings data for the three months ended December 31, 2016 and 2015
and the unaudited balance sheet data as of December 31, 2016 are derived from our Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 2016 (our "Q1 2017 Form 10-Q"), have been prepared on a basis consistent with our audited consolidated financial statements and,
in the opinion of management, reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of our
results of operations, financial position and cash flows for the periods presented.
Consolidated Statement of Earnings Data
(in millions, except per share amounts)

Three Months Ended December 31,

Year Ended September 30,

2016

2015

2016

2015

2014

(unaudited)

(unaudited)

Revenues

$
3,324
$
3,154
$12,488
$13,268
$13,783
Operating income

$
706
$
839
$ 2,526
$ 3,112
$ 4,082
Net earnings from continuing operations (Viacom and
noncontrolling interests)

$
408
$
461
$ 1,471
$ 2,002
$ 2,464
Net earnings from continuing operations attributable to
Viacom

$
396
$
449
$ 1,436
$ 1,922
$ 2,392
Net earnings from continuing operations per share
attributable to Viacom:

Basic

$
1.00
$
1.13
$
3.62
$
4.78
$
5.54
Diluted

$
1.00
$
1.13
$
3.61
$
4.73
$
5.43
Weighted average number of common shares outstanding:

Basic

397.0

396.6
396.5
402.2
432.1
Diluted

397.9

398.4
398.0
406.0
440.2
Dividends declared per share of Class A and Class B
common stock

$
0.20
$
0.40
$
1.40
$
1.46
$
1.26
Consolidated Balance Sheet Data
(in millions)

As of September 30,

As of December 31, 2016
2016

2015

(unaudited)

Total assets

$
23,312
$22,508
$22,143
Total debt

$
12,300
$11,913
$12,285
Total Viacom stockholders' equity

$
4,458
$ 4,277
$ 3,538
Total equity

$
4,509
$ 4,330
$ 3,599

S-7
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RISK FACTORS
You should consider carefully all of the information set forth in this prospectus supplement, in the accompanying prospectus and any
documents incorporated by reference herein and, in particular, the risk factors described below, and described in our 2016 Form 10-K and our
subsequent report on Form 10-Q. The risks described below, and described in our 2016 Form 10-K and our subsequent report on Form 10-Q,
each of which is incorporated by reference herein, are considered to be the most material but are not the only ones we are facing. There may be
other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our
future results. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to
anticipate results or trends in future periods.
The Debentures Are Subordinated to All of Our Senior Indebtedness and Structurally Subordinated to All Obligations of Our
Subsidiaries, and the Indenture Governing the Debentures Does Not Limit the Aggregate Amount of Indebtedness that We May Issue
Our obligations under the debentures are subordinate and junior in right of payment to all of our senior indebtedness. This means that we
cannot make any payments on the debentures until all holders of senior indebtedness have been paid in full, or provision has been made for such
payment, if such senior indebtedness is in default (subject to certain exceptions for grace periods and waivers). The indenture under which the
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debentures will be issued does not limit the aggregate amount of senior indebtedness that may be issued by us. As of December 31, 2016, Viacom
Inc. had approximately $12.3 billion of indebtedness outstanding as senior notes and senior debentures and no amounts outstanding under its
commercial paper program or its revolving credit facility.
The debentures will not be guaranteed by our subsidiaries, and therefore they will be structurally subordinated to all existing and future
indebtedness and other obligations of our subsidiaries, including claims with respect to trade payables. As of December 31, 2016, our direct and
indirect subsidiaries and other consolidated entities had $117 million of indebtedness outstanding, including capital lease obligations. The indenture
for the debentures will not prohibit or limit any of our subsidiaries from incurring any indebtedness or other obligations. In the event of a
bankruptcy, liquidation or dissolution of a subsidiary, following payment by the subsidiary of its liabilities, the subsidiary may not have sufficient
assets to make payments to us.
We May Elect to Defer Interest Payments on Any Series of the Debentures at Our Option for One or More Periods of up to Five
Consecutive Years. This May Affect the Market Price of the Debentures
We may elect at our option to defer payment of all or part of the current and accrued interest otherwise due on any series of the debentures
for up to five consecutive years, as described under "Description of the Debentures--Option to Defer Interest Payments" in this prospectus
supplement. At the end of an Optional Deferral Period, if all amounts due are paid, we could start a new Optional Deferral Period of up to five
consecutive years. During any Optional Deferral Period, interest on the applicable series of debentures would be deferred but would accrue
Additional Interest at a rate equal to the interest rate then applicable to such series of the debentures, to the extent permitted by applicable law. No
Optional Deferral Period may extend beyond the maturity date or redemption date, if earlier, of the applicable series of debentures. If we exercise
this interest deferral right with respect to a series of debentures, the debentures of such series may trade at a price that does not fully reflect the
value of accrued but unpaid interest on such series of debentures or that is otherwise less than the price at which the debentures of that series may
have been traded if we had not exercised such right. In addition, as a result of our right to defer interest payments, the market price of the
debentures may be more volatile than other securities that do not have these rights.
If We Defer Interest Payments on Any Series of the Debentures, There Will Be U.S. Federal Income Tax Consequences to Holders of the
Debentures of Such Series
If we defer interest payments on any series of the debentures for one or more Optional Deferral Periods, holders of the debentures of such
series generally will be required to include amounts in income for U.S. federal

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income tax purposes during such period, regardless of their method of accounting for U.S. federal income tax purposes and even though they may
not receive the cash attributable to that income during the Optional Deferral Period.
If holders of the debentures of any series sell their debentures before the record date for the payment of interest at the end of an Optional
Deferral Period with respect to such series, they will not receive such interest. Instead, the accrued interest will be paid to the holder of record on
the record date regardless of who the holder of record may have been on any other date during the Optional Deferral Period. Moreover, amounts
that holders were required to include in income with respect to the debentures of such series during the Optional Deferral Period will be added to
such holders' adjusted tax basis in the debentures, but may not be reflected in the amount that such holder realizes on the sale. To the extent the
amount realized on a sale is less than the holder's adjusted tax basis, the holder generally will recognize a capital loss for U.S. federal income tax
purposes. The deductibility of capital losses is subject to limitations. See "U.S. Federal Income Tax Considerations--U.S. Holders--Sales or Other
Taxable Dispositions of the Debentures."
An Active Trading Market for the Debentures May Not Develop or Be Sustained
The debentures are new securities for which there currently is no market. We have not listed and do not intend to list the debentures on any
U.S. national securities exchange or quotation system. Although the underwriters have advised us that they currently intend to make a market in
the debentures after completion of the offering, they have no obligation to do so, and such market-making activities may be discontinued at any
time and without notice. We cannot assure you that any market for the debentures will develop or be sustained. If an active market is not
developed or sustained, the market price and liquidity of the debentures may be adversely affected.
Rating Agencies May Change Their Practices for Rating the Debentures, Which Change May Affect the Market Price of the Debentures.
In Addition, We May Redeem Either Series of the Debentures if a Rating Agency Makes Certain Changes in the Equity Credit Criteria
for Securities such as the Applicable Series of Debentures
The rating agencies that currently or may in the future publish a rating for us, including Moody's Investors Service, Inc., S&P Global Ratings
and Fitch Ratings, Inc., may, from time to time in the future, change the way they analyze securities with features similar to the debentures. This
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may include, for example, changes to the relationship between ratings assigned to an issuer's senior securities and ratings assigned to securities
with features similar to the debentures. If the rating agencies change their practices for rating these types of securities in the future, and the ratings
of the debentures are subsequently lowered, that could have a negative impact on the trading price of the debentures. In addition, we may redeem
the NC5 debentures or the NC10 debentures before the NC5 Par Call Date or the NC10 Par Call Date, respectively, at our option, in whole, but not
in part, if a rating agency makes certain changes in the equity credit criteria for securities such as the applicable series of debentures. See
"Description of the Debentures--Redemption Upon a Rating Agency Event" in this prospectus supplement.

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USE OF PROCEEDS
We estimate that the net proceeds from this offering of the debentures, after deducting the underwriting discounts and commissions and our
other offering fees and expenses, will be approximately $1.284 billion. We intend to use the net proceeds from this offering primarily for the
repayment of outstanding indebtedness, which includes the repayment, in whole or in part, of up to $500 million aggregate principal amount of our
6.125% senior notes due October 2017, up to $500 million aggregate principal amount of our 2.500% senior notes due September 2018, up to
$400 million aggregate principal amount of our 2.200% senior notes due April 2019 and borrowings under our commercial paper program, and, to
the extent that any proceeds remain, for general corporate purposes. As of February 17, 2017, our outstanding commercial paper had a weighted
average interest rate of 1.43% and a weighted average maturity of approximately 32 days.
RATIO OF EARNINGS TO FIXED CHARGES
Set forth below is information concerning our ratio of earnings to fixed charges. For purposes of determining the ratio of earnings to fixed
charges, earnings consist of earnings from continuing operations before income taxes, adjusted for equity in earnings or losses of affiliate
companies, plus distributed income of equity affiliates and fixed charges. Fixed charges are defined as interest expense and one-third of gross rent
expense relating to operating leases, which is deemed to be representative of interest.

Three Months

Ended December 31,
Year Ended September 30,

2016

2016
2015
2014
2013
2012
Ratio of Earnings to Fixed Charges

4.2x

3.7x
4.2x
6.0x
7.6x
8.0x

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CAPITALIZATION
The following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2016 on an as reported basis
and as adjusted for the issuance of the debentures and the use of the net proceeds therefrom as described under "Use of Proceeds," after deducting
the underwriting discounts and commissions and our other offering fees and expenses. This table should be read together with our unaudited
consolidated financial statements and the related notes thereto in our Q1 2017 Form 10-Q.

As of December 31, 2016

(in millions)

As Reported
As Adjusted

(unaudited)
(unaudited)
Cash and cash equivalents(1)

$
443
$
443

Debt (including current portion):

Existing Senior Notes and Senior Debentures(2)

$
12,183
$ 10,932
Capital leases and other obligations

117

117
5.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 offered hereby

--

642
6.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2057 offered hereby

--

642

Total debt

12,300

12,333
Redeemable noncontrolling interest

200

200
Total equity(3)

4,509

4,476

Total capitalization

$
17,009
$ 17,009

(1) As adjusted reflects the reported amount plus $1.284 billion of cash received from our issuance of $1.3 billion aggregate principal amount of
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