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Viacom, Inc. 2016 FORM 10-K

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Viacom, Inc. 2016 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2016 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number 001-32686 VIACOM INC. (Exact name of registrant as specified in its charter) DELAWARE 20-3515052 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1515 Broadway New York, NY 10036 (212) 258-6000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Class A Common Stock, $0.001 par value NASDAQ Global Select Market Class B Common Stock, $0.001 par value NASDAQ Global Select Market Securities Registered Pursuant to Section 12(g) of the Act: None (Title Of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No As of the close of business on March 31, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, there were 49,434,379 shares of the registrant’s Class A common stock, par value $0.001 per share, and 346,607,330 shares of its Class B common stock, par value $0.001 per share, outstanding. The aggregate market value of Class A common stock held by non-affiliates as of March 31, 2016 was approximately $452.6 million (based upon the closing price of $45.30 per share as reported by the NASDAQ Global Select Market on March 31, 2016, the last trading day of the quarter). The aggregate market value of Class B common stock held by non-affiliates as of March 31, 2016 was approximately $14.2 billion (based upon the closing price of $41.28 per share as reported by the NASDAQ Global Select Market on March 31, 2016, the last trading day of the quarter). As of October 31, 2016, 49,431,379 shares of our Class A common stock and 347,381,178 shares of our Class B common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Viacom Inc.’s Notice of 2017 Annual Meeting of Stockholders and Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, are incorporated by reference into this Annual Report on Form 10-K (Portion of Item 5; Part III). TABLE OF CONTENTS PART I Item 1. Business. 1 Item 1A. Risk Factors. 20 Item 1B. Unresolved Staff Comments. 28 Item 2. Properties. 28 Item 3. Legal Proceedings. 29 Item 4. Mine Safety Disclosures. 30 PART II Item 5. Market for Viacom Inc.’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 31 Item 6. Selected Financial Data. 33 Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition. 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 55 Item 8. Financial Statements and Supplementary Data. 56 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 92 Item 9A. Controls and Procedures. 92 Item 9B. Other Information. 93 PART III Item 10. Directors, Executive Officers and Corporate Governance. 93 Item 11. Executive Compensation. 93 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 93 Item 13. Certain Relationships and Related Transactions, and Director Independence. 93 Item 14. Principal Accounting Fees and Services. 93 PART IV Item 15. Exhibits, Financial Statement Schedules. 94 SIGNATURES 95 PART I Item 1. Business. OVERVIEW Viacom is home to premier global media brands that create compelling television programs, motion pictures, short-form content, applications (“apps”), games, consumer products, social media experiences and other entertainment content for audiences in more than 180 countries. We operate through two reporting segments: Media Networks and Filmed Entertainment. References in this document to “Viacom,” “Company,” “we,” “us” and “our” mean Viacom Inc. and our consolidated subsidiaries, unless the context requires otherwise. On September 29, 2016, our Board of Directors (the “Board”) received a letter from National Amusements, Inc. (“National Amusements”) requesting that the Board explore a potential combination of Viacom and CBS Corporation (“CBS”). The letter indicated that National Amusements is not willing to accept or support any acquisition of Viacom by a third party or any transaction that would result in National Amusements surrendering its controlling position in Viacom. National Amusements, directly and through subsidiaries, owns approximately 80% of the voting shares of both Viacom and CBS and approximately 10% of Viacom’s total common stock outstanding. Subsequently, our Board formed a special committee of independent directors to consider the request from National Amusements and any proposed transaction, and the special committee has hired independent legal and financial advisers. On October 31, 2016, we announced the appointment of Robert Bakish as Acting President and Chief Executive Officer, effective November 15, 2016. We also announced that Mr. Bakish was being appointed, effective immediately, to the new role of President and Chief Executive Officer of the recently established Viacom Global Entertainment Group within our Media Networks segment. Media Networks Our Media Networks segment provides entertainment content and related branded products for consumers in targeted demographics attractive to advertisers, content distributors and retailers. We create, acquire and distribute programming and other content for our audiences across multiple platforms, which allows our audiences to engage and interact with our content in a variety of ways: through cable and satellite distribution; through over-the-top (“OTT”) services, such as subscription video- on-demand (“SVOD”); on connected televisions, PCs, tablets, smartphones and other connected devices; using apps, browsers and other interfaces; and through a variety of social media platforms. Viacom Media Networks operates our media networks businesses through three brand groups: the Global Entertainment Group, the Nickelodeon Group and BET Networks. Viacom Media Networks conducts our global media networks operations, reaching approximately 530 million households in more than 180 countries and more than 40 languages worldwide, via more than 250 locally programmed and operated television channels, including Nickelodeon®, Comedy Central®, MTV®, VH1®, SPIKE®, BET®, CMT®, TV Land®, Nick at Nite®, Nick Jr.®, Channel 5® (in the United Kingdom ( “UK”)), Logo®, Nicktoons®, TeenNick® and Paramount Channel™. Viacom Media Networks also operates branded experiences including channels on streaming services and social media platforms such as DIRECTV NOW and Snapchat Discover. On October 31, 2016, we announced that the Global Entertainment Group had been established as a new brand group to combine Viacom International Media Networks (“VIMN”), our former Music & Entertainment Group (which included MTV, Comedy Central, VH1, Spike and Logo), as well as TV Land and CMT. We also announced that our former Kids & Family Group would be reestablished as the Nickelodeon Group. Our Media Networks segment generates revenues from advertising sales, affiliate fees and ancillary revenues. Revenues from the Media Networks segment accounted for 79%, 78% and 73% of our revenues for the fiscal years 2016, 2015 and 2014, respectively, after the elimination of intercompany revenues. Filmed Entertainment Our Filmed Entertainment segment produces, finances, acquires and distributes motion pictures, television programming and other entertainment content under the Paramount Pictures®, Paramount Animation®, Nickelodeon MoviesTM, MTV Films® and Paramount TelevisionTM brands. Paramount Pictures is a major global producer and distributor of filmed entertainment and has a library consisting of approximately 3,500 motion pictures and a number of television programs. Paramount distributes motion 1 pictures theatrically and through download-to-own, DVDs and Blu-ray discs, transactional video-on-demand (“TVOD”), SVOD, pay, basic cable and free television and other platforms and devices in the United States and internationally for itself and for third parties.
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