Obligation Paramount Worldwide 4.5% ( US925524BG48 ) en USD

Paramount Worldwide

100 % ▼

Etas-Unis

US925524BG48 ( en USD )

4.5% par an ( paiement semestriel )

01/03/2021 - Obligation échue

Prospectus brochure de l'obligation Paramount Global US925524BG48 en USD 4.5%, échue

2 000 USD

500 000 000 USD

925524BG4

N/A

Paramount Global est une société de médias et de divertissement américaine qui possède et exploite des marques emblématiques telles que Paramount Pictures, CBS, MTV, Nickelodeon et Showtime, distribuant du contenu à travers plusieurs plateformes, incluant la télévision, le cinéma et le streaming.

L'Obligation émise par Paramount Worldwide ( Etas-Unis ) , en USD, avec le code ISIN US925524BG48, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2021

Final Prospectus Supplement
Page 1 of 70
424B2 1 d424b2.htm FINAL 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)
4.500% Senior Notes due 2021

$500,000,000
$ 58,050
(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
VIACOM INC.
4.500% Senior Notes due 2021
The senior notes due 2021 (the "senior notes") will bear interest at 4.500% per year and will mature on March 1, 2021. We will pay interest on the senior notes
semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2011. We may redeem the senior notes, in whole or in part, at any time and
from time to time at a redemption price equal to the 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, we will make an offer to each holder of the senior notes to
repurchase all or any part of such holder's senior notes as described under the caption "Description of the Senior Notes -- Purchase of Senior Notes upon a Change of
Control Repurchase Event." The senior notes do not provide for a sinking fund.
The senior notes 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 involves risks that are described in the "Risk Factors" sections of our Transition Report on
Form 10-K for the nine months ended September 30, 2010 (our "2010 Form 10-K") and our Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 2010 (our "Q1 2011 Form 10-Q"), and on page S-5 of this prospectus supplement.

Underwriting
Proceeds to
Discounts and
Viacom

Price to Public

Commissions

(before expenses)
Per Senior Note(1)

98.320%
0.450%
97.870%
Total

$ 491,600,000
$ 2,250,000
$ 489,350,000
(1)
Plus accrued interest, if any, from February 22, 2011 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the senior notes 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 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 Clearstream Luxembourg or Euroclear, against payment in New York, New York on or about February 22, 2011.

Joint Book-Running Managers

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BofA Merrill Lynch
Morgan Stanley
Wells Fargo Securities
Co-Managers
Mizuho Securities USA Inc.
UBS Investment Bank
Goldman, Sachs & Co.
SMBC Nikko
Banca IMI

The Williams Capital Group, L.P.
US Bancorp
The date of this prospectus supplement is February 14, 2011
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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-5
Use Of Proceeds

S-6
Ratio of Earnings to Fixed Charges

S-6
Capitalization

S-7
Description of the Senior Notes

S-8
European Union Directive on the Taxation of Savings Income

S-17
U.S. Federal Income Tax Considerations

S-17
Underwriting (Conflicts of Interest)

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 Securities and Exchange
Commission 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, events, objectives, plans and goals 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 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; the impact of piracy; competition for audiences and distribution; fluctuations in our results due to the timing,
mix and availability of our motion pictures; economic conditions generally, and in advertising and retail markets in particular; 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 Securities and Exchange Commission, including our 2010 Form 10-K, reports on 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.

S-ii
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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
2010 Form 10-K and our Q1 2011 Form 10-Q and the risks relating to investing in the senior notes discussed on page S-5 of this prospectus supplement, and (2) the
consolidated financial statements and the related notes thereto in our 2010 Form 10-K and the unaudited consolidated financial statements and the related notes thereto
in our Q1 2011 Form 10-Q, each of which is incorporated by reference herein.
Viacom Inc.
Viacom is home to the world's premier entertainment brands. Through its BET Networks, MTV Networks and Paramount Pictures divisions, Viacom connects
with audiences through compelling content across television, motion picture, online and mobile platforms in more than 160 countries and territories. With approximately
170 media networks reaching more than 600 million global subscribers, Viacom's leading brands include MTV ,
® VH1 ,
® CMT ,
® Logo , BET
®
,
® CENTRIC®,
Nickelodeon , Nick
®
Jr. ,
® TeenNickT ,
M Nicktoons , Nick
®
at NiteT , COM
M
EDY CENTRAL ,
® TV Land , Sp
®
ike TV
® and Tr3s . Par
®
amount Pictures , Am
®
erica's oldest
film studio and creator of many of the most beloved motion pictures, continues today as a major global producer and distributor of filmed entertainment. Viacom operates
more than 500 branded digital media properties, including several of the world's most popular destinations for entertainment, community and casual online gaming.
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
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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, see "Description of the
Senior Notes" on page S-8 of this prospectus supplement.

Issuer
Viacom Inc.

Securities offered
$500,000,000 aggregate principal amount of 4.500% senior notes due 2021.

Maturity
The senior notes will mature on March 1, 2021.

Interest
Interest on the senior notes will accrue at the rate of 4.500% per year, payable semi-annually in cash in
arrears on each March 1 and September 1, beginning on September 1, 2011.

Ranking
The senior notes 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, 2010, Viacom Inc.
had approximately $6.32 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 2013.

The senior notes will be structurally subordinated to all obligations of our subsidiaries including claims
with respect to trade payables. As of December 31, 2010, our direct and indirect subsidiaries had $432
million of indebtedness outstanding, including capital lease obligations.

Sinking fund
None.

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

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
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 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 --
Purchase of Senior Notes upon a Change of Control Repurchase Event."

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

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

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· 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."

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, to finance the partial tender offer
for up to $500 million of our outstanding 6.25% senior notes due 2016 pursuant to an offer to purchase
dated February 14, 2011 and, to the extent that any proceeds remain, for general corporate purposes,
including the potential repayment of any borrowings under our revolving credit facility due 2013 or other
outstanding indebtedness. See "Use of Proceeds."

Conflicts of interest
Affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated
and Wells Fargo Securities, LLC are, and affiliates of certain other underwriters may be, lenders under
our revolving credit facility due 2013. As described in "Use of Proceeds," some of the net proceeds of
this offering may be used to repay a portion of any borrowings outstanding under our revolving credit
facility due 2013. Because more than 5% of the proceeds of 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 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 2010 Form 10-K and our Q1 2011
Form 10-Q, and on page S-5 for a discussion of the factors you should consider carefully before deciding
to invest in the senior notes.

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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 2010 Form 10-K and in our Q1 2011 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, 2010 and 2009 and the unaudited balance sheet data as of December 31, 2010 are derived from our Q1 2011 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
Ended
Year Ended

December 31,

September 30,
December 31,

2010

2009

2010

2009

2008

(unaudited)
(unaudited)

Revenues

$ 3,828
$ 4,019
$
9,337
$13,257
$13,947
Operating income

$ 1,040
$ 1,141
$
2,207
$ 3,045
$ 2,562
Net earnings from continuing operations (Viacom and noncontrolling interests)
$
629
$
691
$
1,185
$ 1,655
$ 1,274
Net earnings from continuing operations attributable to Viacom

$
620
$
724
$
1,175
$ 1,678
$ 1,257
Net earnings from continuing operations per share attributable to Viacom:

Basic

$
1.03
$
1.19
$
1.93
$ 2.76
$ 2.01
Diluted

$
1.02
$
1.19
$
1.92
$ 2.76
$ 2.01
Weighted average number of common shares outstanding:

Basic

603.4
607.4

608.0
607.1
624.7
Diluted

608.0
609.4

610.7
608.3
625.4
Dividends declared per share of Class A and Class B common stock

$
0.15
$
--
$
0.30
$
--
$
--
Consolidated Balance Sheet Data
(in millions)

As of
As of
As of
December 31,
September 30,
December 31,

2010

2010

2009

(unaudited)

Total assets

$
22,429
$
22,096
$
21,900
Total debt

$
6,753
$
6,752
$
6,773
Total Viacom stockholders' equity

$
9,472
$
9,283
$
8,704
Total equity

$
9,450
$
9,259
$
8,677

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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 2010 Form 10-K and our Q1 2011 Form 10-Q. The risks described below, and
described in our 2010 Form 10-K and our Q1 2011 Form 10-Q, which are 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 Will Be Structurally Subordinated to All Obligations of Our Subsidiaries
The senior notes 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, 2010, our direct and indirect subsidiaries had $432 million of
indebtedness outstanding, including capital lease obligations. The indenture for the senior notes 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 May Not Develop or Be Sustained
The senior notes are new securities for which there currently is no market. We have not listed and do not intend to list the senior notes 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 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 will develop or be sustained. If an active market is not developed or sustained, the market price and liquidity of the senior notes may be adversely
affected.

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