Bond Paramount Worldwide 5.5% ( US925524AV24 ) in USD

Paramount Worldwide

97.321 % ▼

United States

US925524AV24 ( in USD )

5.5% per year ( payment 2 times a year)

15/05/2033

Prospectus brochure of the bond Paramount Global US925524AV24 en USD 5.5%, maturity 15/05/2033

1 000 USD

450 000 000 USD

925524AV2

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

15/05/2026 ( In 95 days )

Paramount Global is a mass media company that owns a portfolio of prominent entertainment brands, including Paramount Pictures, CBS, MTV, Nickelodeon, and Showtime, encompassing film production, television broadcasting, streaming services, and digital media.

Paramount Global's 5.5% bonds (CUSIP: 925524AV2, ISIN: US925524AV24), a $450,000,000 issuance maturing May 15, 2033, with a minimum purchase of $1,000, currently trade at 94.511% of par value in USD, paying semi-annually, and are rated BB+ by S&P and Baa3 by Moody's.

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424B5 1 a2111019z424b5.htm 424B5
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Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-62052, 333-62052-01 and 333-52728
Prospectus Supplement
(To Prospectus dated June 22, 2001)
$750,000,000
LOGO

$300,000,000 4.625% Senior Notes due 2018
$450,000,000 5.50% Senior Debentures due 2033
Unconditionally guaranteed as to payment of
principal and interest by
Viacom International Inc.
(a wholly owned subsidiary of Viacom Inc.)
The senior notes due 2018 will bear interest at 4.625% per year and will mature on May 15, 2018. The
senior debentures due 2033 will bear interest at 5.50% per year and will mature on May 15, 2033. We will pay
interest on the senior notes and senior debentures on May 15 and November 15 of each year, beginning
November 15, 2003. The senior notes and senior debentures will be unsecured senior obligations of Viacom, and
the guarantees will be unsecured senior obligations of Viacom International. We may redeem the senior notes
and senior debentures at any time at their principal amount, plus the applicable premium and accrued interest.
The senior notes and senior debentures do not provide for a sinking fund.
Application has been made to list the senior notes and the senior debentures on the Luxembourg Stock
Exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the senior securities or determined if this prospectus supplement or the accompanying prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Senior Note
Per Senior Debenture
Total
Total

due 2018

due 2033

Public offering price

99.273%$ 297,819,000
99.201%$ 446,404,500
Underwriting discount

0.600%$
1,800,000
0.875%$
3,937,500
Proceeds to Viacom (before
expenses)

98.673%$ 296,019,000
98.326%$ 442,467,000
Interest on the senior securities will accrue from and including the settlement date, which is expected to be
May 14, 2003.
The senior securities will be ready for delivery in book-entry form only through the facilities of The
Depository Trust Company, Clearstream Banking Luxembourg or Euroclear on or about May 14, 2003.
Joint Book-Running Managers
Banc of America Securities LLC Citigroup
Daiwa Securities SMBC Europe
Mizuho International plc
Scotia Capital
Tokyo-Mitsubishi International plc
Deutsche Bank Securities
Dresdner Kleinwort Wasserstein
Credit Suisse First Boston
Merrill Lynch & Co.
National Australia Bank, Limited
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UBS Warburg
May 9, 2003
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. Neither we, Viacom International, nor any of the
underwriters has authorized anyone to provide you with different or additional information. If anyone
provides you with different or additional information, you should not rely on it. You should not assume
that the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus is accurate as of any date other than their respective dates. Our business,
financial condition, results of operations and prospects may have changed since then. Neither we, Viacom
International, nor any of the underwriters is making an offer to sell the senior securities in any jurisdiction
where the offer or sale is not permitted.
TABLE OF CONTENTS
Page

Prospectus Supplement

Cautionary Statement Concerning Forward-Looking Statements

S-1
Summary

S-3
Summary Historical Consolidated Financial Data

S-8
Use of Proceeds

S-9
Capitalization

S-9
Description of Senior Securities

S-10
United States Tax Considerations

S-17
Underwriting

S-21
Where You Can Find More Information

S-24
Legal Matters

S-24
Experts

S-24
General Information

S-25
Prospectus

About this Prospectus

i
Where You Can Find More Information

1
Cautionary Statement Regarding Forward-Looking Statements

2
The Company

4
The Guarantor

4
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

5
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General Description of the Debt Securities

6
Description of the 2001 Debt Securities

11
Description of the 1995 Senior Debt Securities

19
Description of Preferred Stock

27
Description of Common Stock

31
Description of Warrants

33
Plan of Distribution

35
Legal Matters

36
Experts

36
i
In this prospectus supplement, we use the terms "Viacom," "we," "us" and "our" to refer to Viacom Inc. The
term "Viacom International" means Viacom International Inc. Whenever we refer in this prospectus supplement
to both the senior notes and the senior debentures, we may refer to them as the "senior securities." References to
"$" and "dollars" are to United States dollars.
This prospectus supplement includes certain particulars given in compliance with the rules governing the
listing of securities on the Luxembourg Stock Exchange for the purpose of giving information about us. We
accept responsibility for the information contained in this prospectus supplement and the accompanying
prospectus. The Luxembourg Stock Exchange takes no responsibility for the contents of these documents, makes
no representation as to their accuracy or completeness and expressly disclaims any liability whatsoever for any
loss arising from or in reliance upon the whole or any part of the contents of this prospectus supplement and the
accompanying prospectus.
Inquiries regarding our listing status on the Luxembourg Stock Exchange should be directed to our
Luxembourg listing agent, Kredietbank S.A. Luxembourgeoise, 43, Boulevard Royal, L-2955, Luxembourg. We
confirm that this prospectus supplement and the accompanying prospectus, including the documents incorporated
by reference into this prospectus supplement and the accompanying prospectus, contain all information which is
material in the context of the issuance of the senior securities, and that such information is true and accurate in all
material respects and does not omit to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they are made, not misleading.
We are offering the senior securities globally for sale in those jurisdictions in the United States, Europe and
Asia and elsewhere where it is lawful to make such offers. The distribution of this prospectus supplement and the
accompanying prospectus and the offering of the senior securities in some jurisdictions may be restricted by law.
Persons who receive this prospectus supplement and the accompanying prospectus should inform themselves
about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified
to do so or to any person to whom it is unlawful to make such offer or solicitation.
ii
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus contain both historical and forward-looking
statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking
statements within the meaning of section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-
looking statements are not based on historical facts, but rather reflect our current expectations concerning future
results and events. These forward-looking statements generally can be identified by the use of statements that
include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will" or other
similar words or phrases. Similarly, statements that describe our objectives, plans or goals are or may be forward-
looking statements. These forward-looking statements are not guarantees of future performance and involve
known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause our
actual results, performance or achievements to be different from any future results, performance and
achievements expressed or implied by these statements.
The following important factors, among others, could affect our future results, causing these results to differ
materially from those expressed in our forward-looking statements:
·
We derive substantial revenues from the sale of advertising on our over-the-air networks, basic
cable networks, television stations, radio stations and outdoor businesses. The sale of advertising
is affected by viewer demographics, viewer ratings and market conditions for advertising.
Adverse changes to any of these factors, including as a result of acts of terrorism or war, could
have a negative effect on revenues. Additionally, consumer and advertiser actions in response to
the war in Iraq could have an adverse effect on our results of operations.
·
Operating results derived from our motion picture and television production businesses fluctuate
depending primarily upon cost of such productions and acceptance of such productions by the
public, which are difficult to predict. Motion picture and television production has experienced
cycles in which increased costs of talent, reduced availability of co-financing opportunities, and
other factors have resulted in higher production costs. In addition, the commercial success of our
motion picture and television productions depends upon the quality and acceptance of other
competing productions, and the availability of alternative forms of entertainment and leisure time
activities.
·
Our operating results fluctuate due to the timing and availability of theatrical and home video
releases, as well as the recording of license fees for television exhibition of motion pictures and
for syndication and basic cable exhibition of television programming in the period that the
products are available for such exhibition.
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·
Our basic cable networks and premium subscription television networks are dependent upon
affiliation agreements with cable and direct-to-home ("DTH") distributors on acceptable terms.
The loss of carriage on such distributors, or continued carriage on less favorable terms, could
adversely affect, with respect to basic cable networks, revenues from subscriber fees and the
ability to sell advertising, and with respect to premium subscription television networks,
subscriber fee revenues. In addition, continued consolidation among cable and/or DTH
distributors could have an adverse effect on subscriber fee revenues.
·
Some of our businesses are seasonal. The home video and consumer publishing businesses are
subject to increased periods of demand coinciding with summer and winter holidays, while a
substantial majority of the theme parks' operating income is generated from May through
September. In addition, the home video and theme parks businesses' revenues are influenced by
weather. Our radio and outdoor advertising businesses experience fluctuations based on the
S-1
timing of advertising expenditures by retailers and typically experience highest revenues in the
fourth quarter and lowest revenues in the first quarter.
·
Our home video retail business currently enjoys a competitive advantage over most other movie
distribution channels, except theatrical releases, due to the early timing of the video retailer
"distribution window." The video business could be negatively affected if the video retail
distribution windows were no longer the first following the theatrical release; the length of the
video retail distribution window was shortened; or the video retail distribution windows were no
longer as exclusive as they are now. We believe that the studios have a significant interest in
maintaining a viable video retail industry; however, the order, length and exclusivity of each
window for each distribution channel is determined solely by the studio releasing the movie, and
we cannot predict the impact, if any, of any future decisions by the studios. Increased studio
licensing of product to video-on-demand and similar services might impact their decisions with
respect to the timing and exclusivity of the video retailer distribution window with possible
adverse effect on the video business.
·
We cannot control or predict with certainty studio pricing policies for DVD and VHS product.
"Sell-through" pricing of DVDs has reduced the significance of the "rental window" for VHS
product and has resulted in competition from mass merchant retailers at an earlier stage than is the
case for VHS. If sell-through pricing and competition cause consumers to increasingly desire to
purchase rather than rent movies, the video business could be negatively affected if it is unable to
increase rental market share, to replace profits from rentals with profits from sales of sell-through
product, or to otherwise positively affect gross profits. In addition, if studios make future changes
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in their pricing policies, which could include pricing rental windows for DVDs or expanded
exploitation by studios of any international copyright laws that allow studios to charge retailers
more for DVD and VHS rental product than for sell-through product, the profitability of the video
business could be negatively affected if it is unable to enter into arrangements with the studios
that effectively balance copy depth and cost considerations.
·
Changes in Federal Communications Commission laws and regulations could, directly or
indirectly, adversely affect the operations and ownership of our properties.
·
We have contingent liabilities related to discontinued businesses, including environmental
liabilities and pending litigation. While the pending or potential litigations, and environmental
and other liabilities should not have a material adverse effect on us, there can be no assurance in
this regard.
·
We may be adversely affected by changes in technology and its effect on competition in our
markets, including technologies that increase the threat of content piracy.
·
Other economic, business, competitive and/or regulatory factors could affect our businesses
generally.
These factors are not necessarily all of the important factors that could cause actual results to differ
materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable
factors also could have material adverse effects on our future results. The forward-looking statements included in
this prospectus supplement are only made as of the date of this prospectus supplement, and any forward-looking
statements incorporated by reference herein are made only as of the date of the incorporated document. We do
not have any obligation to publicly update any forward-looking statements to reflect subsequent events or
circumstances. We cannot make any assurances that projected results or events will be achieved. You should
review carefully all information, including the financial statements and the notes to the financial statements,
included or incorporated by reference into this prospectus supplement and the accompanying prospectus.
S-2
SUMMARY
Viacom
We, together with our subsidiaries, are a diversified worldwide entertainment company with operations in
six segments: Cable Networks, Television, Radio, Outdoor, Entertainment and Video. Beginning January 1,
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2003, we operate Infinity as two segments, Radio and Outdoor. Certain prior-period information has been
reclassified to conform to the current segment presentation. The Cable Networks segment operates MTV MUSIC
TELEVISION®, SHOWTIME®, NICKELODEON®/NICK AT NITE®, VH1 MUSIC FIRST®, MTV2 MUSIC
TELEVISIONTM, TV LAND®, TNN: THE NATIONAL NETWORKTM, CMT®: COUNTRY MUSIC
TELEVISIONTM, the BET CABLE NETWORKTM and BET JAZZ: THE JAZZ CHANNELTM, among other
program services. The Television segment consists of the CBS® and UPN® television networks, owned
broadcast television stations and television production and syndication businesses, including KING WORLD®
PRODUCTIONS and PARAMOUNT TELEVISIONTM. The Radio segment owns and operates 185 radio
stations through INFINITY RADIO®. The Outdoor segment owns and/or operates outdoor advertising properties
through VIACOM OUTDOORTM. The Entertainment segment includes PARAMOUNT PICTURES®, which
produces and distributes theatrical motion pictures; the publishing and distribution of consumer books and
multimedia products, under imprints such as SIMON & SCHUSTER®, POCKET BOOKS®, SCRIBNER® and
THE FREE PRESSTM; PARAMOUNT PARKS®, which is principally engaged in the ownership and operation
of five theme parks and a themed attraction in the United States and Canada; and movie theater and music
publishing operations. The Video segment consists of an approximately 80.4% equity interest in
Blockbuster Inc., which operates and franchises BLOCKBUSTER® video stores worldwide. We were organized
under the laws of the State of Delaware in 1986. Our principal offices are located at 1515 Broadway, New York,
New York 10036, and our telephone number is (212) 258-6000.
Viacom International
Viacom International, the guarantor of the senior notes and the senior debentures, was organized under the
laws of the State of Delaware in 1995 and has its corporate headquarters at 1515 Broadway, New York, New
York 10036. Viacom International has 100 shares of common stock, par value $.01 per share, outstanding, all of
which are held by Viacom. The operating assets of Viacom International and its subsidiaries include MTV
MUSIC TELEVISION®, SHOWTIME®, NICKELODEON®/NICK AT NITE®, VH1 MUSIC FIRST®, MTV2
MUSIC TELEVISIONTM, TV LAND®, 15 broadcast television stations, all interests in the businesses of the
Video and Entertainment segments and certain related Internet sites.
Certain Subsidiaries
Viacom has one subsidiary, Blockbuster Inc., which is subject to the reporting requirements of the Exchange
Act. Blockbuster was incorporated under the laws of the State of Delaware in 1989 and has its corporate
headquarters at 1201 Elm Street, Dallas, Texas 75270. As of March 7, 2003, Blockbuster had 35,669,228 shares
of Class A common stock and 144,000,000 shares of Class B common stock outstanding. Blockbuster is a retailer
of rentable home videocassettes, DVDs and video games, and has stores throughout the United States and in
many other countries. Blockbuster operates primarily under the Blockbuster brand name. Blockbuster's financial
condition, results of operations and cash flows are consolidated into the financial statements of Viacom. We own
all of Blockbuster's Class B common stock and some shares of Blockbuster's Class A common stock, together
representing, as of March 14, 2003, approximately 80.4% of the total equity and 95.3% of the combined voting
power in Blockbuster.
S-3
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Recent Developments
Results for the First Quarter of 2003
On April 22, 2003, we announced certain operating results for the quarterly period ended March 31, 2003.
Set forth below is certain unaudited information regarding these operating results.
VIACOM INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited; all amounts in millions)
Three Months Ended

March 31,

2003
2002

Revenues
$ 6,050.8 $ 5,672.2

Operating income

986.8
865.5
Other income (expense):

Interest expense, net

(189.8)
(205.2)
Other items, net

12.4
9.0

Earnings before income taxes

809.4
669.3
Provision for income taxes

(330.2)
(274.4)
Equity in loss of affiliated companies, net of tax

--
(14.1)
Minority interest, net of tax

(17.6)
(13.4)

Net earnings before cumulative effect of change in accounting
principle

461.6
367.4
Cumulative effect of change in accounting principle, net of
minority interest and tax

(18.5) (1,480.9)

Net earnings (loss)
$
443.1 $ (1,113.5)

For the first quarter of 2003, our revenues increased 7% to $6.05 billion from $5.67 billion for the same
quarter last year, led by 14% growth in Video and 13% growth in Cable Networks segments. Operating income
increased 14% to $987 million from $866 million, led by double-digit growth in Cable Networks, Television and
Video segments.
First quarter 2003 net earnings before cumulative effect of change in accounting principle increased 26% to
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$462 million, or $.26 per share, from $367 million, or $.21 per share, in the same quarter last year. Our first
quarter net earnings were $443 million, or $.25 per diluted share, versus a net loss of $1.11 billion, or a loss of
$.63 per diluted share, for the same prior-year period.
S-4
Segment Results
The following table presents our first quarter 2003 and 2002 revenues by segment.
Revenues

First Quarter

2003
2002

(dollars in millions)

Cable Networks
$ 1,168.2 $ 1,031.2
Television

1,924.5
1,850.8
Radio

443.8
451.3
Outdoor

378.3
348.2
Entertainment

798.2
772.2
Video

1,517.8
1,326.0
Eliminations

(180.0)
(107.5)

Total Revenues
$ 6,050.8 $ 5,672.2

The following table presents our first quarter 2003 and 2002 operating income by segment.
Operating Income

First Quarter

2003
2002

(dollars in millions)

Cable Networks
$
432.2 $ 356.1
Television

242.6
214.4
Radio

190.6
189.7
Outdoor

25.4
25.6
Entertainment

21.5
42.4
Video

148.7
119.4
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