Bond Paramount Worldwide 4.5% ( US92553PAL67 ) in USD

Paramount Worldwide

70.073 % ▼

United States

US92553PAL67 ( in USD )

4.5% per year ( payment 2 times a year)

27/02/2042

Prospectus brochure of the bond Paramount Global US92553PAL67 en USD 4.5%, maturity 27/02/2042

2 000 USD

250 000 000 USD

92553PAL6

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

27/02/2026 ( In 18 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.

The Bond issued by Paramount Worldwide ( United States ) , in USD, with the ISIN code US92553PAL67, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/02/2042

The Bond issued by Paramount Worldwide ( United States ) , in USD, with the ISIN code US92553PAL67, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Paramount Worldwide ( United States ) , in USD, with the ISIN code US92553PAL67, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1339947/000119312512082052...
424B2 1 d305558d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-162962
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Amount of
Title of each Class of
Aggregate
Registration
Securities to be Registered

Offering Price

Fee (1)
1.250% Senior Notes due 2015

$500,000,000
$57,300
4.500% Senior Debentures due 2042

$250,000,000
$28,650
Total

$750,000,000
$85,950

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933.

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PROSPECTUS SUPPLEMENT
(To prospectus dated November 6, 2009)

$500,000,000 1.250% Senior Notes due 2015
$250,000,000 4.500% Senior Debentures due 2042
The senior notes due 2015 (the "senior notes") will bear interest at 1.250% per year and will mature on February 27, 2015. The
senior debentures due 2042 (the "senior debentures," and together with the senior notes, the "senior notes and debentures") will bear
interest at 4.500% per year and will mature on February 27, 2042. We will pay interest on the senior notes and debentures
semi-annually in arrears on February 27 and August 27 of each year, beginning on August 27, 2012. We may redeem the senior notes
and debentures, in whole or in part, at any time and from time to time at a redemption price equal to their principal amount plus the
applicable premium, if any, and accrued and unpaid interest to the redemption date. If we experience a change of control repurchase
event and have not otherwise elected to redeem the senior notes and debentures, we will make an offer to each holder of the senior
notes and debentures to repurchase all or any part of such holder's senior notes and debentures as described under the caption
"Description of the Senior Notes and Debentures -- Purchase of Senior Notes and Debentures upon a Change of Control Repurchase
Event." The senior notes and debentures do not provide for a sinking fund.
The senior notes and debentures will be unsecured senior obligations of Viacom Inc. and will rank equally with Viacom Inc.'s
other existing and future unsecured senior obligations.
Investing in the senior notes and 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, 2011 (our "2011
Form 10-K") and our Quarterly Report on Form 10-Q for the quarterly period ended December 31,
2011 (our "Q1 2012 Form 10-Q"), filed with the Securities and Exchange Commission (the "SEC"), and
on page S-5 of this prospectus supplement.

Underwriting
Proceeds to
Discounts
Viacom
Price to
and
(before

Public(1)

Commissions
expenses)

Per Senior Note

99.789%

0.250%

99.539%

Per Senior Debenture

98.063%

0.875%

97.188%

Total

$744,102,500
$3,437,500
$740,665,000
(1) Plus accrued interest, if any, from February 28, 2012 if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of the senior notes and 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 senior notes and 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, 2012.

Joint Book-Running Managers
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BNP PARIBAS

Morgan Stanley

Wells Fargo Securities

RBC Capital Markets

Co-Managers

Lloyds Securities

US Bancorp
BNY Mellon Capital Markets, LLC
Santander
The Williams Capital Group, L.P.
Banca IMI

The date of this prospectus supplement is February 23, 2012
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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-5

Use Of Proceeds
S-6

Ratio of Earnings to Fixed Charges
S-6

Capitalization
S-7

Description of the Senior Notes and Debentures
S-8

European Union Directive on the Taxation of Savings Income
S-17
U.S. Federal Income Tax Considerations
S-17
Underwriting
S-21
Where You Can Find More Information
S-25
Legal Matters
S-25
Experts
S-25

Prospectus

Page
Risk Factors
i

About this Prospectus
i

Where You Can Find More Information
ii

Incorporation by Reference
ii

Cautionary Statement Concerning Forward-Looking Statements
iii

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
15

Description of Warrants
17

Plan of Distribution
19

Legal Matters
20

Experts
20

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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
November 6, 2009. 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," "we," "us," and "our" and similar words to refer to Viacom Inc., a
Delaware corporation, and 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 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 actual results, performance or achievements to differ. These risks, uncertainties and other factors include, among others: the
public acceptance of our programs, motion pictures and other entertainment content on the various platforms on which they are
distributed; technological developments and their effect in our markets and on consumer behavior; competition for audiences and
distribution; the impact of piracy; economic conditions generally, and in advertising and retail markets in particular; fluctuations in
our results due to the timing, mix and availability of our motion pictures; changes in the Federal communications laws and regulations;
other domestic and global 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 our reports on Form 10-K, Form 10-Q and Form 8-K, and
in the section entitled "Risk Factors" on page S-5 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.

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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 2011 Form 10-K and our Q1 2012 Form 10-Q and
the risks relating to investing in the senior notes and debentures discussed on page S-5 of this prospectus supplement, and (2) the
consolidated financial statements and the related notes thereto in our 2011 Form 10-K and the unaudited consolidated financial
statements and the related notes thereto in our Q1 2012 Form 10-Q, each of which is incorporated by reference herein.
Viacom Inc.
Viacom is a leading global entertainment content company that connects with audiences through compelling content across
television, motion picture, online and mobile platforms in over 160 countries and territories. With more than 160 media networks
reaching approximately 700 million global subscribers, Viacom's leading brands include MTV®, VH1®, CMT®, Logo®, BET®,
CENTRIC®, Nickelodeon®, Nick Jr.®, TeenNick®, Nicktoons®, Nick at NiteT ,
M COMEDY CENTRAL®, TV Land®, SPIKE® and
Tr3s®. Paramount Pictures® is a major global producer and distributor of filmed entertainment. Viacom operates a large portfolio of
branded digital media experiences, including many of the world's most popular properties for entertainment, community and casual
online gaming.
We were organized as a Delaware corporation in 2005 in connection with our separation from former Viacom Inc., which is
now known as CBS Corporation, which was effective January 1, 2006. 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.

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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
senior notes and debentures, see "Description of the Senior Notes and Debentures" on page S-8 of this prospectus supplement.

Issuer
Viacom Inc.

Securities offered
$750,000,000 aggregate principal amount of senior notes and debentures,
consisting of:

· $500,000,000 aggregate principal amount of 1.250% senior notes due 2015,

and

· $250,000,000 aggregate principal amount of 4.500% senior debentures due

2042.

Maturity
The senior notes will mature on February 27, 2015.

The senior debentures will mature on February 27, 2042.

Interest
Interest on the senior notes will accrue at the rate of 1.250% per year. Interest on
the senior debentures will accrue at the rate of 4.500% per year. Interest on the
senior notes and debentures will be payable semi-annually in arrears on each
February 27 and August 27, beginning on August 27, 2012.

Ranking
The senior notes and debentures will be unsecured senior obligations of Viacom
Inc. and will rank equally with all of Viacom Inc.'s existing and future unsecured
senior obligations. As of December 31, 2011, Viacom Inc. had approximately
$7.53 billion of indebtedness outstanding as senior notes and senior debentures,
and no amounts were outstanding under its commercial paper program or its
revolving credit facility due 2015.

The senior notes and debentures will be structurally subordinated to all
obligations of our subsidiaries including claims with respect to trade payables. As
of December 31, 2011, our direct and indirect subsidiaries had $265 million of
indebtedness outstanding, including capital lease obligations.

Sinking fund
None.

Optional redemption
We may redeem the senior notes and/or the senior debentures, in whole or in part,
at any time and from time to time at a redemption price equal to their principal
amount plus the applicable premium, if any, and accrued and unpaid interest to the
redemption date. See "Description of the Senior Notes and Debentures --
Optional Redemption."

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Repurchase upon a change of control
repurchase event
Upon the occurrence of both a change of control of Viacom Inc. and a downgrade
of the senior notes or the senior debentures, as the case may be, below an
investment grade rating by each of Moody's Investors Service, Inc., Standard &
Poor's Ratings Services and Fitch Ratings, Ltd. within a specified period, we will
make an offer to repurchase all or any part of each holder's senior notes or senior
debentures, as the case may be, at a price equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, to the date of repurchase.
See "Description of the Senior Notes and Debentures -- Purchase of Senior Notes
and Debentures upon a Change of Control Repurchase Event."

Certain covenants
We will issue the senior notes and debentures under an indenture that will, among
other things, limit our ability to:

· consolidate, merge or sell all or substantially all of our assets;

· create liens; and

· enter into sale and leaseback transactions.

All of these limitations will be subject to a number of important qualifications and
exceptions. See "Description of the Senior Notes and Debentures."

Use of proceeds
We intend to use the proceeds from this offering, after deducting underwriting
discounts and commissions and our other fees and expenses related to this offering,
for general corporate purposes, including, but not limited to, the repayment of
outstanding indebtedness, which includes borrowings under our commercial paper
program, and the repurchase of shares under our share repurchase program. See
"Use of Proceeds."

Governing law
The senior notes and debentures and the indenture under which they will be issued
will be governed by New York law.

Risk factors
See the risks that are described in the "Risk Factors" sections of our 2011
Form 10-K and our Q1 2012 Form 10-Q, and on page S-5 of this prospectus
supplement for a discussion of the factors you should consider carefully before
deciding to invest in the senior notes and debentures.

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SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA
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 2011 Form 10-K and in our Q1
2012 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, 2011 and 2010 and the unaudited balance sheet data as of December 31, 2011 are derived from our
Q1 2012 Form 10-Q and have been prepared on a basis consistent with our audited consolidated financial statements.
Consolidated Statement of Earnings Data
(in millions, except per share amounts)

Nine Months
Quarter Ended
Year Ended
Ended
Year Ended

December 31,

September 30,
September 30,
December 31,

2011

2010

2011

2010

2009

(unaudited)
(unaudited)

Revenues

$ 3,952
$ 3,828
$
14,914
$
9,337
$
13,257
Operating income

$ 1,016
$ 1,040
$
3,710
$
2,207
$
3,045
Net earnings from continuing operations
(Viacom and noncontrolling interests)

$
601
$
629
$
2,183
$
1,185
$
1,655
Net earnings from continuing operations
attributable to Viacom

$
591
$
620
$
2,146
$
1,175
$
1,678
Net earnings from continuing operations per
share attributable to Viacom:

Basic

$
1.
07
$
1.
03
$

3.65
$

1.93
$

2.76
Diluted

$
1.
06
$
1.
02
$

3.61
$

1.92
$

2.76
Weighted average number of common shares
outstanding:

Basic

550.6

603.4

587.3

608.0

607.1

Diluted

557.2

608.0

594.3

610.7

608.3

Dividends declared per share of Class A and
Class B common stock

$
0.
25
$
0.
15
$

0.80
$

0.30
$

--
Consolidated Balance Sheet Data
(in millions)

As of

As of September 30,

December 31,

2011

2011

2010

(unaudited)

Total assets

$
22,903
$22,801
$22,096
Total debt

$
7,790
$ 7,365
$ 6,752
Total Viacom stockholders' equity

$
8,014
$ 8,644
$ 9,283
Total equity

$
8,003
$ 8,633
$ 9,259

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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
2011 Form 10-K and our Q1 2012 Form 10-Q. The risks described below, and described in our 2011 Form 10-K and our Q1 2012
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 Senior Notes and Debentures Will Be Structurally Subordinated to All Obligations of Our Subsidiaries
The senior notes and 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, 2011, our direct and indirect subsidiaries had $265 million of indebtedness outstanding, including capital lease
obligations. The indenture for the senior notes and 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.
An Active Trading Market for the Senior Notes and Debentures May Not Develop or Be Sustained
The senior notes and debentures are new securities for which there currently is no market. We have not listed and do not intend
to list the senior notes or senior 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 senior notes and 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 senior notes or senior debentures will develop or be sustained. If an active market is not developed or
sustained, the market price and liquidity of the senior notes and debentures may be adversely affected.

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