Bond ViacomCBS 5.25% ( US92553PAW23 ) in USD

ViacomCBS

79.666 % ▼

United States

US92553PAW23 ( in USD )

5.25% per year ( payment 2 times a year)

31/03/2044

Prospectus brochure of the bond Viacom Inc US92553PAW23 en USD 5.25%, maturity 31/03/2044

2 000 USD

347 623 000 USD

92553PAW2

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

01/04/2026 ( In 50 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 US92553PAW23, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2044

The Bond issued by ViacomCBS ( United States ) , in USD, with the ISIN code US92553PAW23, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ViacomCBS ( United States ) , in USD, with the ISIN code US92553PAW23, 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/1339947/000119312514086800...
424B2 1 d683379d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-184770
CALCULATION OF REGISTRATION FEE

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

Registered

Unit

Offering Price

Fee(1)(2)
2.200% Senior Notes due 2019

$400,000,000
99.947%

$399,788,000
$51,520
3.875% Senior Notes due 2024

$550,000,000
99.192%

$545,556,000
$70,840
5.250% Senior Debentures due 2044

$550,000,000
99.831%

$549,070,500
$70,840

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2) Paid herewith.
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PROSPECTUS SUPPLEMENT
(To prospectus dated November 5, 2012)
$400,000,000 2.200% Senior Notes due 2019
$550,000,000 3.875% Senior Notes due 2024
$550,000,000 5.250% Senior Debentures due 2044
The senior notes due 2019 (the "2019 senior notes") will bear interest at 2.200% per year and will mature on April 1, 2019. The senior notes due 2024 (the "2024 senior
notes," and together with the 2019 senior notes, the "senior notes") will bear interest at 3.875% per year and will mature on April 1, 2024. The senior debentures due 2044 (the
"senior debentures," and together with the senior notes, the "senior notes and debentures") will bear interest at 5.250% per year and will mature on April 1, 2044. We will pay
interest on the senior notes and debentures semi-annual y in arrears on April 1 and October 1 of each year, beginning on October 1, 2014. At any time and from time to time in the
case of the 2019 senior notes, at any time and from time to time prior to January 1, 2024, in the case of the 2024 senior notes, and at any time and from time to time prior to
October 1, 2043, in the case of the senior debentures, we may redeem either series of the senior notes and/or the senior debentures, in whole or in part, at a redemption price equal
to their principal amount plus the applicable premium, if any, and accrued and unpaid interest to the redemption date. In addition, commencing on January 1, 2024, we may redeem
the 2024 senior notes in whole or in part, and commencing on October 1, 2043, we may redeem the senior debentures in whole or in part, at a redemption price equal to 100% of the
principal amount of the 2024 senior notes or senior debentures, as the case may be, to be redeemed, plus accrued and unpaid interest to the date of redemption. If we experience a
change of control repurchase event and have not otherwise elected to redeem the outstanding senior notes and debentures, we wil make an offer to each holder of the senior notes
and debentures to repurchase al 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, 2013 (our "2013 Form 10-K") and our Quarterly Report
on Form 10-Q for the quarterly period ended December 31, 2013 (our "Q1 2014 Form 10-Q"), filed with the Securities and
Exchange Commission (the "SEC"), and on page S-6 of this prospectus supplement.

Per 2019
Per 2024
Per Senior

Senior Note
Total
Senior Note
Total
Debenture
Total

Price to Public(1)

99.947% $399,788,000
99.192% $545,556,000 99.831% $549,070,500
Underwriting Discounts and Commissions(2)

0.350% $ 1,400,000
0.450% $ 2,475,000
0.875% $ 4,812,500
Proceeds to Viacom (before expenses)

99.597% $398,388,000
98.742% $543,081,000 98.956% $544,258,000
(1) Plus accrued interest, if any, from March 11, 2014 if settlement occurs after that date.
(2) The underwriters have agreed to reimburse us for certain of our expenses relating to this offering. See "Underwriting."
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 March 11, 2014.

Joint Book-Running Managers

Deutsche Bank Securities

Morgan Stanley

Wells Fargo Securities

Mizuho Securities

SMBC Nikko
Co-Managers

Lloyds Securities

US Bancorp

The Williams Capital Group, L.P.

BNY Mellon Capital Markets, LLC

Santander Banca IMI
The date of this prospectus supplement is March 4, 2014
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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-6

Use of Proceeds
S-7

Ratio of Earnings to Fixed Charges
S-7

Capitalization
S-8

Description of the Senior Notes and Debentures
S-9

European Union Directive on the Taxation of Savings Income
S-18
U.S. Federal Income Tax Considerations
S-18
Underwriting (Conflicts of Interest)
S-22
Where You Can Find More Information
S-27
Legal Matters
S-27
Experts
S-27

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 5, 2012. 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 future 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 and other programming; 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 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-6 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 2013 Form 10-K and our Q1 2014 Form 10-Q and
the risks relating to investing in the senior notes and debentures discussed on page S-6 of this prospectus supplement, and (2) the
consolidated financial statements and the related notes thereto in our 2013 Form 10-K and the unaudited consolidated financial
statements and the related notes thereto in our Q1 2014 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 in over 160 countries and territories and
creates compelling television programs, motion pictures, short-form video, apps, games, consumer products, social media and other
entertainment content. With media networks reaching approximately 700 million households worldwide, Viacom's leading brands
include MTV®, VH1®, CMT®, Logo®, BET®, CENTRIC®, Nickelodeon®, Nick Jr.®, TeenNick®, Nicktoons®, Nick at Nite®,
COMEDY CENTRAL®, TV Land®, SPIKE®, Tr3s®, Paramount Channel a
TM nd VIVA ,
TM among others. Paramount Pictures®,
America's oldest film studio, is a major global producer and distributor of filmed entertainment.
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.

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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-9 of this prospectus supplement.

Issuer
Viacom Inc.

Securities offered
$1,500,000,000 aggregate principal amount of senior notes and debentures,
consisting of:

· $400,000,000 aggregate principal amount of 2.200% senior notes due 2019,

· $550,000,000 aggregate principal amount of 3.875% senior notes due 2024,

and

· $550,000,000 aggregate principal amount of 5.250% senior debentures due

2044.

Maturity
The 2019 senior notes will mature on April 1, 2019.

The 2024 senior notes will mature on April 1, 2024.

The senior debentures will mature on April 1, 2044.

Interest
Interest on the 2019 senior notes will accrue at the rate of 2.200% per year.
Interest on the 2024 senior notes will accrue at the rate of 3.875% per year.
Interest on the senior debentures will accrue at the rate of 5.250% per year.
Interest on the senior notes and debentures will be payable semi-annually in
arrears on each April 1 and October 1, beginning on October 1, 2014.

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, 2013, Viacom Inc. had approximately
$11.698 billion of indebtedness outstanding as senior notes and senior debentures,
and no amounts were outstanding under its commercial paper program or
revolving credit facility due 2017.

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, 2013, our direct and indirect subsidiaries and other consolidated
entities had $188 million of indebtedness outstanding, including capital lease
obligations.

Sinking fund
None.

Optional redemption
At any time on or after January 1, 2024 for the 2024 senior notes (three months
prior to their maturity date) and at any time on or after October 1, 2043 for the
senior debentures (six months prior to their maturity date), the 2024 senior notes
and/or the senior debentures may be redeemed in whole or in part, at our option, at
a redemption

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price equal to 100% of their principal amount to be redeemed, plus accrued and

unpaid interest to the date of redemption.
At any time and from time to time in the case of the 2019 senior notes, at any time
and from time to time prior to January 1, 2024, in the case of the 2024 senior
notes, and at any time and from time to time prior to October 1, 2043, in the case
of the senior debentures, we may redeem either series of the senior notes and/or
the senior debentures, in whole or in part, 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."

Repurchase upon a change of control
Upon the occurrence of both a change of control of Viacom Inc. and a downgrade
repurchase event
of either series of 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 redemption of $600 million aggregate
principal amount of our 4.375% Senior Notes due 2014 and borrowings under our
commercial paper program, and the repurchase of shares under our share
repurchase program. See "Use of Proceeds."

Conflicts of interest
Affiliates of certain of the underwriters may have holdings under our commercial
paper program. As described in "Use of Proceeds," some of the net proceeds of
this offering may be used for the repayment of outstanding indebtedness, which
includes borrowings under our commercial paper program. Because more than 5%
of the proceeds of

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this offering, not including underwriting discounts and commissions, may be
received by affiliates of certain of the underwriters in this offering, this offering is
being conducted in compliance with the requirements of FINRA Rule 5121, as

administered by the Financial Industry Regulatory Authority, Inc. Pursuant to this
rule, the appointment of a qualified independent underwriter is not necessary in
connection with this offering, as the offering is of debt securities that are
investment grade rated.

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 2013
Form 10-K and our Q1 2014 Form 10-Q, and on page S-6 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 2013 Form 10-K and in our Q1
2014 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, 2013 and 2012 and the unaudited balance sheet data as of December 31, 2013 are derived from our
Q1 2014 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)

Quarter Ended

December 31,

Year Ended September 30,

2013

2012

2013

2012

2011

(unaudited)
(unaudited)

Revenues

$ 3,197
$ 3,314
$13,794
$13,887
$14,914
Operating income

$
960
$
797
$ 3,836
$ 3,901
$ 3,710
Net earnings from continuing operations

$
557
$
482
$ 2,449
$ 2,385
$ 2,183
Net earnings from continuing operations attributable to
Viacom

$
547
$
473
$ 2,407
$ 2,345
$ 2,146
Net earnings from continuing operations per share attributable
to Viacom:

Basic

$
1.
23
$
0.94
$ 4.9 5
$ 4.42
$ 3.6 5
Diluted

$
1.
20
$
0.93
$ 4.8 6
$ 4.36
$ 3.6 1
Weighted average number of common shares outstanding:

Basic

444.9

501.5

486.2

530.7

587.3

Diluted

454.0

509.1

494.8

537.5

594.3

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

$
0.
30
$ 0.275
$ 1.1 5
$ 1.05
$ 0.8 0
Consolidated Balance Sheet Data
(in millions)

As of
As of

December 31,
September 30,

2013

2013

2012

(unaudited)

Total assets

$
22,778
$23,829
$22,250
Total debt

$
11,886
$11,885
$ 8,149
Total Viacom stockholders' equity

$
4,802
$ 5,193
$ 7,448
Total equity

$
4,799
$ 5,190
$ 7,439

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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
2013 Form 10-K and our Q1 2014 Form 10-Q. The risks described below, and described in our 2013 Form 10-K and our Q1 2014
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, 2013, our direct and indirect subsidiaries and other consolidated entities had $188 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 either series of senior notes or the 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 either series of senior notes or the 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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