UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 10-K 
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended September 30, 20162018
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
incorporation or organization)
 
(I.R.S. Employer
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  ý    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  ý
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  ý    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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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.   ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
  
Accelerated filer  ¨
 
Non-accelerated filer  ¨
 
Smaller reporting company  ¨
Emerging growth company  ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý
As of the close of business on March 31, 2016,29, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, there were 49,434,37949,431,181 shares of the registrant’s Class A common stock, par value $0.001 per share, and 346,607,330352,971,713 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, 201629, 2018 was approximately $452.6$395.6 million (based upon the closing price of $45.30$39.60 per share as reported by the NASDAQ Global Select Market on March 31, 2016,29, 2018, the last trading day of the quarter). The aggregate market value of Class B common stock held by non-affiliates as of March 31, 201629, 2018 was approximately $14.2$10.9 billion (based upon the closing price of $41.28$31.06 per share as reported by the NASDAQ Global Select Market on March 31, 2016,29, 2018, the last trading day of the quarter).
As of October 31, 2016, 49,431,3792018, 49,430,905 shares of our Class A common stock and 347,381,178353,437,986 shares of our Class B common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Viacom Inc.’s Notice of 20172019 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).
 

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Table of Contents

PART I
Item 1. Business.
OVERVIEW

OVERVIEW
Viacom is home to premier globalcreates entertainment experiences that drive conversation and culture around the world. Through television, film, digital media, live events, merchandise and solutions, our brands that create compelling television programs, motion pictures, short-form content, applications (“apps”), games, consumer products, social media experiencesconnect with diverse, young and other entertainment content foryoung at heart audiences in more than 180 countries. We operate through two reportingreportable segments: Media Networks and Filmed Entertainment. References, each of which is described below.
In fiscal year 2018, we executed against three strategic priorities:
First, we are driving share and margins in this document to “Viacom,” “Company,” “we,” “us”our core business. We are focused on increasing our share of viewership in our core domestic 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 ourinternational 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),business as well as TV Landin Paramount’s film and CMT.television production divisions.
In our Media Networks business, we have designated key “flagship” brands - Nickelodeon, MTV, BET, Comedy Central and Paramount Network - as our highest priority brands. Our flagship brands are unique from our other brands, in that they have compelling, valuable and distinct brand propositions; serve diverse, substantial audiences with content largely owned by us; and have global reach and multi-platform distribution potential across linear, digital, film, consumer products, and live events and experiences. We continue to pursue opportunities to bring the best of Paramount Pictures to our Media Networks business, and the best of our Media Networks business to Paramount Pictures, as part of our efforts to enhance cross-company collaboration.
In our Filmed Entertainment business, we are focused on developing films designed to appeal specifically to a targeted audience or to broad audiences, with appropriate budgets and revenue projections. We also continue to focus on creatively and efficiently managing our distribution and marketing costs. Paramount’s resurgence is evident in its box office success, thriving television production business, and seven straight quarters of year-over-year adjusted operating income improvement.
During 2018, we launched a program of cost transformation initiatives to improve our margins, including an organizational realignment of support functions across Media Networks, new sourcing and procurement policies, real estate consolidation and technology enhancements. See Note 14 of the Consolidated Financial Statements for a detailed discussion of the restructuring and related costs associated with the cost transformation initiatives.
Second, we are transitioning to next-generation platforms and marketing solutions. We also announced thatare packaging and monetizing 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

pictures theatrically and through download-to-own, DVDs and Blu-ray discs, transactional video-on-demandacross mobile, social, over-the-top (“TVOD”OTT”), SVOD, pay, basic cable and free television and other platforms, and devicesvia multiple business models, including ad-supported, free and authenticated owned-and-operated apps, direct-to-consumer standalone and bundled subscription services, and product and content-based transactional offerings. We have also developed, and continue to expand, an advanced advertising, data marketing and brand solutions business.
Third, we are diversifying beyond our core business. We are extending the reach of our brands in the United States and internationally for itself and for third parties. Paramount TelevisionTM develops, finances and produces programming for televisionphysical world through consumer products, live events, recreation and other platforms.
Our Filmed Entertainment segment generates revenues primarily from the release and/or distribution of motion pictures theatrically, through home entertainment, and by licensingsimilar experiences. In 2018, we launched a global consumer products group to television and digital platforms. It also generates revenue from the licensing and distribution of television programming and through ancillary activities. Revenues from the Filmed Entertainment segment accounted for 21%, 22% and 27% of our revenues for the fiscal years 2016, 2015 and 2014, respectively, after the elimination of intercompany revenues.

Business Strategy
We produce and distribute television programming, motion pictures and other creative entertainment content to serve diverse audiences worldwide. We manage our global portfolio of brands to provide entertainment experiences across a wide variety of media platforms and engage consumers in many facets of their lives. With this in mind, our strategic priorities are to:
Focus on the creation of high-quality original content, which is the primary driver of multi-platform viewing and engagement, theatrical admissions and library revenues, as well as the creation of original content to build value for new platforms;
Work with our business partners, while retaining maximum flexibility and rights ownership, to apply technology-driven innovation to expand the distribution of our content, improve the consumer experience across multiple platforms, and develop engaging new consumer products recreationbusiness across the Company, with oversight over product and hospitality initiatives;
Continue to develop our sophisticated data capabilitiesbusiness development, licensing, merchandising, retail sales and to pioneer new methods to improve monetization and measurement of viewing of, and audience engagement with, our content across all platforms; and
Continue to build our international scale and capabilities by capitalizing on opportunities in new markets and expanding our reach in existing territoriesmarketing. We have also launched a global, cross-portfolio Media Networks studio production initiative with the most potentialaim of leveraging our considerable intellectual property library to produce new, first-run, episodic content for growth.third-party distributors.
Corporate Information
We were organized as a Delaware corporation in 2005 in connection with our separation from CBS Corporation (“CBS”), 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 is not intended to be incorporated into this report. References in this document to “Viacom,” “Company,” “we,” “us” and “our” mean Viacom Inc. and our consolidated subsidiaries, unless the context requires otherwise.

MEDIA NETWORKS

Overview
Our Media Networks segment provides entertainment content, services and related branded products for consumers in targeted demographics attractive to advertisers, content distributors and retailers. We create, acquire, distribute and sell programming and other content for our audiences worldwide, distributed through cable, satellite and broadband services, on linear, streaming, on-demand and transactional bases, for viewing on a wide range of devices such as televisions, PCs, tablets, smartphones and other connected devices. The Media Networks segment is comprisedalso delivers advertising and marketing services under our advanced marketing solutions portfolio, which both utilizes advanced addressable video inventory to allow dynamic ad insertion and advanced targeting, and provides our marketing partners with a variety of three brand groups -consulting and creative services and associated activations. The Media Networks segment also licenses its brands and properties for consumer products and recreation experiences, produces live events and creates original programming for third-party distributors.
Globally, our Media Networks segment reaches approximately 4.4 billion cumulative television subscribers in more than 180 countries and 46 languages, via 314 locally programmed and operated television channels, including our multimedia brands Nickelodeon®, MTV®, BET®, Comedy Central®,Paramount Network®, Nick Jr.®, VH1®, TV Land®, CMT® and Logo®. Outside of the Global Entertainment Group, the Nickelodeon Group and BET Networks - that operate asUnited States (the “U.S.”), Viacom Media Networks. ViacomInternational Media Networks (“VIMN”) operates the international extensions of our media networks businessesmultimedia brands and our program services created specifically for international audiences, such as British public service broadcaster (“PSB”) Channel 5® and Milkshake!™ in the United StatesKingdom (“U.S.”UK”), Telefe® in Argentina, Colors® in India and Paramount Channel™. In fiscal year 2018, our Media Networks segment launched 9 new channels, including in the UK, Japan, Italy and Portugal. “Cumulative television subscribers” is an aggregation of the total subscribers to (or viewers of, in the case of our free-to-air channels) each Viacom owned-and-operated, joint venture and licensee channel.
In fiscal year 2018, we launched our cross-Viacom studio production initiative in the form of a global network of production studios to produce premium episodic and film content. Domestically, this initiative is driven by studios housed under Nickelodeon, MTV and Comedy Central, and focused on utilizing our considerable intellectual property library to create long-form episodic content for third-party platforms. Internationally, this initiative is organized under Viacom International Studios (“VIS”), leveraging our international brands and platforms, including at Telefe in Argentina, Porta dos Fundos in Brazil and Elephant House Studios in the UK. VIS has produced several Spanish- and Portuguese-language shows for Netflix, Amazon, Fox and others.
Our Media Networks brands develop and operate an extensive portfolio of online, mobile and OTT experiences, including “TV Everywhere” and subscription apps that offer audiences long and short-form video content, games and interactive features, across shows, events, news, music, community, culture and, for our younger audiences, educational and learning activities. During the quarter ended September 30, 2018, our Media Networks online properties, in the aggregate, averaged approximately 37.1 million unique visitors per month domestically, and according to internal data, 612 million content streams each month.
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In November 2017, we launched Viacom Digital Studios (“VDS”), to accelerate the production of original programming for consumption across the leading social platforms to build loyalty for, and engagement with, our flagship brands. In fiscal year 2018, VDS led a significant increase in the volume of original online content from MTV, BET, Comedy Central and Nickelodeon, with more than 600 hours of content published domestically, entered into partnerships with Snap Inc. and Twitter, and completed new talent deals. In fiscal year 2018, VDS programming included Nickelodeon’s new animated series The JoJo and BowBow Show Show; MTV’s Basic to Bougie; Snapchat shows Promposal, Girl Code and Cribs; BET’s Excess; and Comedy Central’s Mini-Mocks on Facebook Watch. VDS also launched successful franchises from our brands such as Wild ‘N Out and Jersey Shore on dedicated YouTube channels. Through the widespread dissemination of VDS-generated content across a variety of platforms, in the quarter ended September 30, 2018, VDS drove year-over-year increases in our branded programming’s aggregate number of social video views and minutes viewed by 108% and 194%, respectively.
In August 2018, we launched Viacom Digital Studios International (“VDSI”) with a focus on creating, distributing and internationally.monetizing digital content for our flagship brands outside of the U.S. VDSI currently has three production hubs, in New York City, Buenos Aires and London. 

In February 2018, we acquired VidCon, an innovative conference and festival celebrating online video, to drive additional growth at VDS and our live events business. In June 2018, we hosted our first Viacom-owned VidCon US. The flagship event drew attendance of over 74,000 and participation from an extensive array of online video platforms, creators, fans, industry executives and brands. VidCon is also growing internationally, including the second-annual VidCon Australia event in August 2018 and an upcoming expansion to London in February 2019.
Media Networks Properties
Our most significant Media Networks properties are discussed below. Unless otherwise indicated, the domestic cumulative television subscriber numbers are according to Nielsen Company (US), LLC (“Nielsen”), the Internet monthly unique visitor data is according to comScore, Inc. (“comScore”) Media Metrix (U.S. data only), the content video stream data is according to internal data (U.S. data only) and the international reach statistics and the cumulative social media followers are derived from internal data coupled with external sources when available.
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Nickelodeon, now in its 39th year, is a diverse, global business and a recognized leader in kids and family entertainment. Nickelodeon has been the number-one-rated ad-supported basic cable network for 23 consecutive years, featuring leading original and licensed series for kids across animation, live-action and preschool genres. Nickelodeon produces and distributes television programming worldwide. Nickelodeon is a key part of Viacom’s global consumer products licensing business and licenses its brands for recreation experiences such as hotels and theme parks, as well as live events.
Programming highlights in fiscal year 2018 included the return of the Nick classic Double Dare; the reimagined Rise of the Teenage Mutant Ninja Turtles; returning hits The Loud House, Henry Danger, I am Frankie, Hunter Street, Lip Sync Battle Shorties, Alvinnn!!! and the Chipmunks, The Thundermans and SpongeBob SquarePants; and tentpole events such as Kids’ Choice Awards, Kids’ Choice Sports, The HALO Awards and Worldwide Day of Play.
Internationally, we have introduced new content models that have led to Nickelodeon’s first internationally originated, globally distributed, non-preschool, animated program Pony; our first Chinese-originated, animated program Deer Run; and a new telenovela Noobees, a VIS co-production with Mediapro, which premiered in Latin America in September 2018.
During the evening and overnight hours, Nick at Nite airs on the same linear cable channel on which Nickelodeon airs during the daytime, and features licensed contemporary family comedies, such as Friends, Mom, George Lopez, The Goldbergs and Full House.
NOGGIN is Nickelodeon’s advertising-free, direct-to-consumer, OTT preschool video subscription service, featuring over 1,000 full-length library episodes, plus interactive play-along videos and short-form educational content. In May 2018, NOGGIN was added to Amazon’s Prime Video Channels lineup, expanding the digital footprint of Nickelodeon’s preschool programming.
In fiscal year 2018, Nickelodeon launched its SlimeFest music festival in Chicago, IL, and announced its plans to build an indoor Nickelodeon theme park within the Mall of China, in Chongqing, China. Other live and recreation initiatives include increased international recreation-related partnerships; multiple PAW Patrol live tours around the world; and the live Broadway production of SpongeBob SquarePants, which in 2018 was nominated for 12 Tony Awards and won 4 Outer Critics Circle Awards, including “Outstanding New Broadway Musical,” and is currently on tour in the U.S.
Nickelodeon Movies continues to deepen its partnership with Paramount, working together to develop a slate of branded films based on some of Nick’s most iconic franchises and characters.
In October 2018, as part of its initiative to work with a wider array of marquee creative talent, Nickelodeon entered into an exclusive first-look deal with comedian, actor and television personality Kevin Hart. Through his production entity, HartBeat Productions, Kevin Hart will develop and produce live-action, scripted kids’ content for Nickelodeon.
In September 2018, Nickelodeon and Nick at Nite reached approximately 601 million cumulative television subscribers in 177 countries worldwide, excluding branded programming blocks.

In the quarter ended September 30, 2018, our Nick online properties in the aggregate averaged 2.0 million monthly unique visitors domestically and, according to internal data, 47 million content video streams each month. Nickelodeon has approximately 295 million cumulative followers across social media platforms.
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MTV is a global youth culture brand that creates original music and pop culture content. MTV Play, a multi-platform video streaming offering for adults available in approximately 29 countries and territories, provides on-demand access to fans’ favorite shows and live streaming of the MTV linear channel in support of our TV Everywhere partnerships.
Programming highlights in fiscal year 2018 included Teen Mom, Teen Mom II, Teen Mum, Ridiculousness, Are You The One?, Siesta Key and The Challenge franchise. New series launches in fiscal year 2018 included Ex on the Beach, Floribama Shore and Teen Mom: Young and Pregnant. In April 2018, MTV launched Jersey Shore: Family Vacation, a new installment of the signature MTV hit Jersey Shore, which broke records as the most-watched unscripted debut on cable since 2012, with more than 10 million viewers tuning in over its premiere weekend. The Jersey Shore format has been adapted for our international audiences, with multiple versions around the world, including as Geordie Shore in the UK (now in its 18th season) and Acapulco Shore in Mexico, while the Are You the One? format has been adapted by MTV’s local channels in Brazil and Mexico. In addition, we have imported our international programming formats to the U.S., such as Ex on the Beach,which originated in the UK and has become a global franchise with 14 local adaptations airing worldwide. We have also expanded our music franchises Yo! MTV Raps and MTV Unplugged internationally, and debuted new international shows, including True Love or True Lies? in the UK.
MTV’s signature programming event is the MTV Video Music Awards, which in 2018 drew 5.2 million viewers across its live linear simulcast. The VMAs video streams doubled between fiscal year 2017 and 2018 and reached 285 million viewers in 2018. MTV’s additional annual tentpole programming events included the MTV European Music Awards, MTV Movie and TV Awards, MTV MIAWs (celebrating the best in Latin music and the digital world of the millennial generation) and MTV Fandom Awards. In June 2018, MTV hosted its 12th annual Isle of MTVMalta concert and Malta Music Week events.
In September 2018, MTV reached approximately 987 million cumulative television subscribers in 180 countries worldwide.
In the quarter ended September 30, 2018, our MTV online properties in the aggregate averaged approximately 7.6 million monthly unique visitors domestically and, according to internal data, approximately 55 million content video streams each month. MTV has approximately 252 million cumulative followers across social media platforms.
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BET is a leading consumer brand in the urban marketplace, and the nation’s leading provider of entertainment, music, news and public affairs programming to African-American audiences. BET Play, a direct-to-consumer OTT offering for adults available in approximately 99 countries and territories, provides hundreds of hours of content, including BET original series, awards shows, stand-up comedy, reality shows and documentaries.
Programming highlights in fiscal year 2018 included the premieres of the miniseries The Bobby Brown Story,The Mane Event,In Contempt, Hit the Floor (formerly on VH1) and The Grand Hustle; returning favorites such as Tales and Being Mary Jane; and acquisitions such as A Different World, House of Payne and Martin. BET’s tentpoles and live events in 2018 included the sixth annual BET Experience, BET’s weekend-long celebration of music, entertainment and Black culture and featured the 2018 BET Awards, which included an award category for Best International Act for the first time; Black Girls Rock; BET Hip Hop Awards; the first-ever BET Social Awards; and Soul Train Awards. BET’s programming received nine NAACP Image Awards nominations and two wins in fiscal year 2018.
BET has a comprehensive, multi-year content partnership with award-winning writer, director, producer, actor and playwright Tyler Perry, that extends through 2024 and encompasses television, film and short-form video. In 2019,

Tyler Perry will begin production on approximately 90 episodes annually of original drama and comedy series for BET and other Viacom networks, and we will have exclusive licensing rights on this programming, as well as exclusive distribution rights to Tyler Perry’s short-form video content.
In September 2018, BET reached approximately 220 million cumulative television subscribers in 75 countries worldwide.
In the quarter ended September 30, 2018, our BET online properties in the aggregate averaged approximately 8.8 million monthly unique visitors domestically and, according to internal data, 10 million content video streams each month. BET has approximately 47 million cumulative followers across social media platforms.
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Comedy Central is a leading destination for comedic talent and all things comedy, featuring award-winning late night, sketch, scripted, animated and stand-up series and specials.
Connecting with comedy fans through multiple touchpoints, Comedy Central also produces nationwide stand-up events and festivals, operates a Grammy Award-winning record label (Comedy Central Records), produces a global podcast network and operates Comedy Central Radio on SiriusXM.
Programming highlights in fiscal year 2018 included The Daily Show with Trevor Noah, South Park and Drunk History, all of which have received Emmy Award nominations for outstanding series in their respective categories in the past; the series premiere of Corporate; new seasons of returning favorites such as Broad City, Tosh.0, Detroiters, Nathan For You and Jeff Ross Presents: Roast Battle; international versions of Drunk History and Roast Battle; specials such as the Roast of series; and acquisitions such as BoJack Horseman, Archer, The Office and King of the Hill.
In 2016, Comedy Central launched the digital series Trevor Noah’s Between the Scenes, featuring videos from The Daily Show in which Trevor Noah engages with the audience between segments. The series has received two Emmy Award nominations for Outstanding Short Form Variety Series in each of 2017 and 2018, winning the Emmy Award in 2017.
In June 2018, Comedy Central hosted its second Clusterfest, a three-day festival in San Francisco that featured an unprecedented mix of world-class standup comedy, live music and experiential activities. Comedy Central Latin America hosted Comedy Central Fests in Mexico, Argentina and Colombia, featuring stand-up, lip sync battles and open mic events, among other formats. In September 2018, we launched our first-ever UK comedy festival, CC Live, which hosted thousands of fans over three days.
The Daily Show’s Donald J. Trump Presidential Twitter Library, a critically-acclaimed pop-up exhibit that debuted in New York in July 2017, has since toured or is touring Chicago, San Francisco, Los Angeles and Miami. A book based on the exhibit was published in July 2018 and has become a New York Times best-seller.
In March 2018, Viacom entered into a strategic partnership with Day Zero Productions, an international production and distribution company led by Trevor Noah. Under the long-term deal, we will have exclusive “first-look” rights on all projects developed by Trevor Noah and Day Zero Productions in all media, including television, feature films, digital and short-form video content.
In September 2018, Comedy Central reached approximately 377 million cumulative television subscribers in 149 countries worldwide.
In the quarter ended September 30, 2018, our Comedy Central online properties in the aggregate averaged approximately 2.6 million monthly unique visitors domestically and, according to internal data, approximately 13 million content video streams each month. Comedy Central has approximately 145 million cumulative followers across social media platforms.

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In January 2018, we launched the Paramount Network, a premier general entertainment brand targeting adults 18 to 49. Paramount Network aims to leverage the best in our original scripted and non-scripted programming, and feature high-quality original and third-party programming, movies and documentaries, and combat sports.
Since its launch, Paramount Network programming has featured Yellowstone, a drama starring Kevin Costner and written and directed by critically-acclaimed screenwriter Taylor Sheridan, which was one of the most-watched scripted cable series of 2018 and the most-watched drama series premiere on ad-supported cable television since 2016, and which garnered more than 63 million social views and an average of 5.1 million weekly linear viewers during its nine-episode first season. The network also featured Emmy Award-nominated Waco, a drama focused on the Branch Davidians; the documentary Rest in Power: The Trayvon Martin Story; and new episodes of Ink Master, Ink Angels, Bar Rescue,Bellator MMA and the multi-platform global hit Lip Sync Battle.
In September 2018, Paramount Network reached approximately 81 million cumulative television subscribers in the U.S. In addition, Paramount Network also operates in the UK, Spain and Andorra.
In the quarter ended September 30, 2018, our Paramount Network online properties in the aggregate averaged approximately 864,000 monthly unique visitors domestically and, according to internal data, 7.9 million content video streams each month. Paramount Network has approximately 22 million cumulative followers across social media platforms.
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In July 2018, we acquired AwesomenessTV Holdings, a leading digital-first destination for original programming serving global Gen-Z audiences, with a network of more than 8 million cumulative followers across social media platforms. The acquisition expanded Viacom’s portfolio of premiere entertainment brands, and further accelerated the digital transformation efforts within VDS.
Awesomeness creates programming for various social and subscription video-on-demand (“SVOD”) platforms and produces premium original series and films through its Emmy Award-winning dedicated television and film studios. The Awesomeness portfolio is strengthened by a branded content sales team, a creator network, a creative agency and a roster of talent relationships. According to Netflix, in 2018, Awesomeness film production To All the Boys I’ve Loved Before became one of its most viewed original films with strong repeat viewing. Awesomeness’s fiscal year 2019 slate includes Light as a Feather and Pen 15 on Hulu, season four of Foursome and the premiere of Overthinking with Kat & June on YouTube Premium, and the returning hit Growing Up Ellen on the brand’s YouTube channel.
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Nick Jr. seeks to educate and entertain preschoolers, providing kids an opportunity to engage with characters they love while building their imaginations, gaining key cognitive and social-emotional skills and learning about the world around them. Nick Jr. offers parents and their kids entertaining and enriching activities geared toward their interests, ages and developmental levels.
Programming highlights in fiscal year 2018 included the new series Top Wing; returning hits such as Nella the Princess Knight, PAW Patrol, Blaze and The Monster Machines, Shimmer and Shine and Rusty Rivets; and licensed originals such as Peppa Pig, Teletubbies and Max & Ruby.
In September 2018, Nick Jr. reached approximately 226 million cumulative television subscribers in 150 countries worldwide.

In the quarter ended September 30, 2018, our Nick Jr. online properties in the aggregate averaged 2.1 million monthly unique visitors domestically and, according to internal data, 446 million content video streams each month. Nick Jr. has approximately 14 million cumulative followers across social media platforms.
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VH1 is a leading lifestyle brand with pop culture, celebrities and lifestyle topics, including original series, exclusive events and entertainment news.
Programming highlights in fiscal year 2018 included the critically-acclaimed original program RuPaul’s Drag Race, which had the most-watched season in its 10-season history, received 12 Emmy Award nominations and won five Emmy Awards in 2018; the premiere of Love & Hip Hop: Miami, part of our Love & Hip Hop franchise; Basketball Wives, Black Ink Crew, Hip Hop Squares, Martha and Snoop's Potluck Dinner Party, Safeword and Baller Wives; and VH1’s premier tentpole event Hip Hop Honors. In fiscal year 2019, VH1 will relaunch in the UK as a lifestyle and general entertainment channel, featuring the UK debut of its popular U.S. programming.
In September 2018, VH1 reached approximately 275 million cumulative television subscribers in 109 countries worldwide.
In the quarter ended September 30, 2018, our VH1 online properties in the aggregate averaged approximately 2.8 million monthly unique visitors domestically and, according to internal data, 28 million content video streams each month. VH1 has approximately 51 million cumulative followers across social media platforms.
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TV Land features a mix of original programming, classic and contemporary television shows and specials that appeal to adults aged 25 to 54. The channel is split into two dayparts - TV Land Classic airs during weekdays with beloved series like M*A*S*H*, and TV Land airs in the evening hours and on weekends, focusing on content that appeals to adults aged 40 and older.
Programming highlights in fiscal year 2018 included returning original favorite Younger, which in 2018 experienced its highest-rated season to date, and licensed favorites such as Everybody Loves Raymond, Two and a Half Men and The King of Queens.
In September 2018, TV Land reached approximately 85 million cumulative television subscribers, airing only in the U.S.
In the quarter ended September 30, 2018, our TV Land online properties in the aggregate averaged approximately 315,000 monthly unique visitors domestically and, according to internal data, 3.2 million content video streams each month. TV Land has approximately 7 million cumulative followers across social media platforms.
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CMT is a leading country music and lifestyle destination, offering a mix of original series, music events and specials. CMT also has a 24-hour linear music channel, CMT Music, and online radio station, CMT Radio.
Programming highlights in fiscal year 2018 included the premiere of Music City; returning favorites Steve Austin's Broken Skull Challenge and Dallas Cowboys Cheerleaders: Making the Team; and tentpole events and music programming such as the CMT Music Awards, CMT Artists of the Year and CMT Crossroads.
In September 2018, CMT reached approximately 109 million cumulative television subscribers in 6 countries worldwide.

In the quarter ended September 30, 2018, our CMT online properties in the aggregate averaged approximately 1.1 million monthly unique visitors domestically and, according to internal data, 1.5 million content video streams each month. CMT has approximately 13 million cumulative followers across social media platforms.
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Logo is a leading entertainment brand inspired by the LGBTQ community. Logo features one-of-a-kind personalities, shows, specials and unique stories.
Programming highlights in fiscal year 2018 included three groundbreaking projects from Logo Documentary Films - Light in the Water, Quiet Heroes and When the Beat Drops - as well as licensed favorites such as Will & Grace.  Logo Digital premiered Portrait of a Queen, as well as the digital series Out Of The Closet.
In September 2018, Logo reached approximately 43 million cumulative television subscribers, airing only in the U.S.
In the quarter ended September 30, 2018, our Logo online properties in the aggregate averaged approximately 1 million monthly unique visitors domestically and, according to internal data, 476,000 content video streams each month. Logo has approximately 3 million cumulative followers across social media platforms.
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Channel 5, a free-to-air PSB in the UK, and its affiliated channels air a broad mix of popular content, including factual programming, entertainment, reality, sports, acquired and original drama, and preschool programming through its award-winning Milkshake! brand. In August 2018, Channel 5 was named “Best Channel of the Year” at the Edinburgh Television Festival. 
Programming highlights in fiscal year 2018 included Michael Palin in North Korea, the Jeremy Vine Show, Cruising with Jane McDonald,whichwon a BAFTA award in the “Features” category, Britain by Bike, Blind Date and popular returning series such as The Yorkshire Vet, GPs: Behind Closed Doors and Paddington Station 24/7.
In September 2018, Channel 5 reached approximately 181 million cumulative television subscribers in the UK.
In the quarter ended September 30, 2018, according to internal data, our Channel 5 online properties in the aggregate averaged approximately 6 million monthly unique visitors and 78 million content streams each month. Channel 5 has approximately 1.3 million cumulative followers across social media platforms.
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Telefe is a leading free-to-air channel and one of the biggest content producers in Argentina, with 11 studios and more than 3,500 hours of content produced each year. Telefe studios co-produced nine films in fiscal year 2018.
Programming highlights in fiscal year 2018 included national telenovelas such as 100 Days to Fall in Love, Sandro, Rhizoma Hotel and Straight to the Heart; unscripted programs, including Time to Talk (an original production), Por el mundo and Drunk History; international telenovelas, including El Sultan and Elif; and original reality series such as Family Food Fight, Bake Off, La Voz Argentina and the Susana Giménez specials.
In September 2018, Telefe reached approximately 25 million cumulative television subscribers in 22 countries worldwide.

In the quarter ended September 30, 2018, our Telefe online properties in the aggregate averaged approximately 2.6 million monthly unique visitors in Argentina and, according to internal data, 21 million content video streams each month. Telefe has approximately 16.8 million cumulative followers across social media platforms.
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Paramount Channel is a 24-hour movie channel featuring classic and contemporary films from the Paramount library and other Hollywood studios as well as domestic and international television series. Paramount Channel is available free-to-air in Italy, and on basic cable television in France, Hungary, Russia, Romania, Poland, various countries in South East Asia and various Latin American countries, including Brazil, Mexico, Chile and Argentina.
In September 2018, Paramount Channel reached approximately 110 million cumulative television subscribers in 112 countries worldwide.
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Paramount+ is an advertising-free, premium video-on-demand service, featuring films from Paramount Pictures and hundreds of television episodes from Viacom’s library.  Available as an authenticated service or to customers of select subscription service providers, as of September 2018, Paramount+ was available in Sweden, Denmark, Norway and Finland.
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Colors is a highly-rated Hindi-language general entertainment pay television channel operated by our Viacom18 joint venture in India. Colors is available in India and over 60 additional countries, including the U.S., Canada, the UK, parts of Europe, the Middle East and North Africa, Asia Pacific and South-East Asia. Colors is available in the U.S. as Aapka Colors. The Colors brand is also extended to the English language through Colors Infinity, an English general entertainment channel, and to six Indian regional languages through regional general entertainment channels that feature fiction shows, reality programming and feature films.
In addition, our Viacom18 joint venture operates two Hindi language channels under its brand Rishtey, which is a free-to-air Hindi general entertainment channel, and a pay television Hindi movie channel, Rishtey Cineplex. Viacom18 also owns and operates Voot, a digital video-on-demand platform featuring original and television content and children’s programming, as well as content from MTV, Nickelodeon and Colors.
Viacom18 Studios, Viacom18’s filmed entertainment business, includes Viacom18 Motion Pictures, a fully-integrated motion pictures studio, and Tipping Point, a digital content unit. In fiscal year 2018, Viacom18 Motion Pictures delivered critically and commercially successful films, such as Padmaavat, which set Bollywood box office records, and Manto, which received critical acclaim from several major International film festivals, including the Toronto International Film Festival, BFI London Film Festival and Busan International Film Festival. Viacom18 Motion Pictures also partners with Paramount to market and distribute Paramount films for theatrical exhibition in the Indian sub-continent, including Mission: Impossible - Fallout.

Programming highlights in fiscal year 2018 included the 19th annual International Indian Film Academy Awards, Filmfare, Bigg Boss and Naagin on Colors and Enga Vittu Mapillai, Alloy Bhubon Bora, Agni Sakshi, Lakshmi Baramma, Ghadge and Sun and Sur Nava Dhyas Nava on Colors’ regional channels.
In September 2018, Colors and Rishtey reached approximately 614 million cumulative television subscribers in 107 countries worldwide.
In addition, our Media Networks properties include:
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TeenNick appeals to kids ages 6 to 11 and features Nickelodeon original live action hits, signature originals and The Splat, a programming block targeting millennials with iconic Nick library content from the 1990s.
Nicktoons is a leading cartoon destination for kids featuring signature franchises and fan favorites, as well as the Nick Sports block.
Nick Music is a 24-hour music video destination featuring a Nickelodeon-curated lineup which gives kids their favorite Top 40 hits from breakout artists and ever-popular hit-makers.
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MTV2 is a music and lifestyle destination with content targeting male millennials aged 12 to 34 and featuring original music and irreverent lifestyle programming.
MTV Classic features a mix of fan-favorite series and music programming from MTV’s history, with a special focus on the 1990s and early 2000s.
MTV Live is a music-centric high-definition television channel.
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BET Her is the first network designed for black women, reflecting the lifestyle of today’s African-American and multicultural adult viewer and delivering a variety of culturally relevant movies, series, music, live performances, specials and reality programming.
BET Gospel features gospel music and spiritual programming.
BET Hip Hop spotlights hip hop music programming and performances.
Media Networks Revenues
Our Media Networks segment generates revenues in three categories: (i) the sale of advertising revenues,and marketing services, (ii) affiliate revenuesfees from distributors of our programming and program services and (iii) ancillary revenues.activities such as consumer products. In fiscal year 2016,2018, advertising revenues, affiliate revenues and ancillary revenues were approximately 48%47%, 46% and 6%7%, respectively, of total revenues for the Media Networks segment.
Advertising Revenues
Our from the Media Networks segment accounted for 77%, 76% and 79% of our revenues for the fiscal years 2018, 2017 and 2016, respectively, after the elimination of intercompany revenues.

Advertising Revenues
Our Media Networks segment generates revenues from the sale of advertising and from marketing services.
Our advertising revenues generally depend on the number of viewers and viewership demographics. Ratings and demographic information for advertising purposes are determined by third-party research companies such as The Nielsen Company (US), LLC (“Nielsen”) and comScore, Inc. (“comScore”), and by a combination of third- and first-party data.
Our Media Networks properties appeal to key audiences attractive to advertisers. For example, MTV appeals to teen and young adult demographics, Nickelodeon appeals to kids and their families and BET appeals to African-American audiences. Demand and pricing for our advertising depend on the attractiveness of our offerings to advertisers, viewership and overall market conditions.
Ratings and demographic information for advertising purposes are determined by third-party research companies such as Nielsen and comScore, sometimes also including third- and first-party data.
Our Media Networks properties appeal to various key audiences attractive to advertisers. For example, MTV appeals to young adults, Nickelodeon appeals to kids and their families and BET appeals to African-American audiences. We also drive additional demand for our advertising services through integrated sales of multi-platform advertising and marketing opportunities

and through our integrated marketing services, providing unique branded entertainmentcontent and custom sponsorship opportunities to our advertisers.
Domestically, we sell a certain amount of our advertising inventory in advance each year in the upfront market, and other inventory in the scatter market closer to the time a program airs. Upfront sales and pricing for each new cable broadcast year are largely established in our third fiscal quarter and reflected in advertising revenue principally beginning in the first quarter of our subsequent fiscal year as marketing plans are finalized and orders are fulfilled to deliver advertising across various programs and dayparts. Pricing for advertising within our programming is generally established based on projected impression delivery, which may be guaranteed on a fixed price per impression unit basis. For advertising sold based on impression guarantees, audience deficiency may result in an obligation to deliver subsequent additional units, thereby reducing inventory available for scatter sales. Scatter advertising is sold throughout the year at pricing reflecting market conditions at the time of sale and customization of services delivered. Most scatter advertising is also sold based on impression guarantees. To the extent we do not satisfy contracted audience ratings,impression delivery, we record deferred revenue until such time that the audience ratingimpression guarantee has been satisfied.
Internationally, advertising markets vary from jurisdiction toby jurisdiction; however, we do not typically sell our inventory in advance in an upfront market. The majority of our international inventory is sold in the equivalent of the U.S. scatter market, and in a number of markets we are represented by third-party sales houses. The terms of these relationships vary. InFor example, in the UK, for example, which is our largest market outside the U.S., we are represented by a third party to whom we sell the inventory on our television channels in the form of commercial impacts at a price calculated in accordance with a pre-agreedpre-arranged pricing metric. Thismetric, and the third party then resells those impacts to UK agencies and advertisers. In Argentina, our inventory is sold to advertisers either directly or through advertising agencies.
We continue to expand our product offerings to enable our customers and partners to better target and more broadly activate their advertising campaigns. Our Advanced Marketing Solutions portfolio consists of two main categories - Addressable Video and Brand Solutions.
Addressable Video consists of pools of inventory that we are aggregating and enabling within both multichannel video programming distributor (“MVPD”) and OTT environments, to allow for advanced targeting to fulfill the demand for next generation video ad products. This inventory generally resides in 1) our owned and operated websites and apps, which are distributed either on a stand-alone basis, or via connected device platforms such as Roku, Amazon Fire, or AppleTV; 2) MVPD apps, which are controlled by our distribution partners, who license Viacom content into their platforms and grant us ad insertion rights; or 3) advanced set top boxes, where addressable units are trafficked through the set-top box infrastructure against video-on-demand and live linear television feeds.
Our Viacom Vantage platform combines data from multiple sources, which may include both first- and third-party data, in a predictive environment to deliver enhanced consumer targeting and campaign measurement. In addition, we license our proprietary targeting and data science software underpinning Vantage to third parties to enable them to engage in linear optimization across their networks.
Brand Solutions consists of a bundle of consulting, creative services, and media activation, under four different product types: 1) Influencer Marketing, an end-to-end creative product distributed across social platforms and optimized for the mobile platform, which we take to market under the recently acquired WhoSay brand; 2) Shopper Marketing, which leverages Viacom’s intellectual property and extends reach to physical stores, providing Viacom access to trade and promotion budgets; 3) Branded Programming, which offers advertisers a range of executions, from off the shelf sponsorship of our digital-first productions, to custom content, sometimes taking the form of an original custom series underwritten by an advertiser; and 4)

Experiential, which began with the BET Experience and has now grown to include several other properties including Comedy Central’s Clusterfest, Nickelodeon’s Slimefest and the recently acquired VidCon.
Our consortium with Fox Networks Group, NBCU, Turner and Univision - OpenAP - is the television industry’s first open platform for cross-publisher audience targeting. OpenAP enables advertisers and agencies to define and customize the audiences they want to reach beyond traditional age/gender segments, across member networks, with consistent standards of measurement and independent third-party posting for advertising campaigns.
Our advertising revenues may be affected by the strength of advertising markets and general economic conditions, and may fluctuate depending on the success of our programming, as measured by viewership, at any given time. Measured viewership may vary due tobased on the success of our programming the platforms on which our programming is available,(due to, among other things, the timing of availability of new episodes ofrelated to our popular programming and the performance of competing programs and other entertainment alternatives for viewers, as well asalternatives), the platforms on which our programming is available, and variations related to the methods used by third parties to measure viewership. Advertising revenues may also fluctuate due to seasonal variations, the timing of holidays and significant programming events such as awards shows and premieres. Typically, advertising revenues are highest in the first and fourth quartersquarter of our fiscal year.
We continue to invest in proprietary data platforms and advanced analytics that enable our customers to better target and measure the impact of their advertising. Our Viacom VantageTM platform combines data from multiple sources, which may include both first- and third-party data, in a predictive environment to deliver enhanced consumer targeting and campaign measurement. Our Viacom EchoTM platform offers enhanced measurement for advertisers looking to tap into our significant social reach. Customized programs and proprietary analytics provide a strategic perspective on engagement across multiple social platforms including Facebook, Twitter, YouTube, Instagram, Snapchat and Tumblr. In fiscal year 2016, we announced Vantage IntentTM, a collaborative effort with American Express, which uses our predictive analytics and American Express’s unique data to help marketers reach consumers even earlier in their purchase consideration process.
Affiliate Revenues
Our Media Networks segment generatesaffiliate revenues are generated through affiliate fees from distributors of our programming and program services, such as cable television operators, direct-to-home satellite television operators, Internet distributors, mobile networks and SVOD and other OTT services.
Our agreements with multichannel television service providers are generally multi-year carriage agreements with set rate increases. The amount of the fees we receive is generally a function of the number of subscribers and the rates we receive per subscriber. Expirations of these affiliate agreements are staggered.
Under SVOD and other similar OTT agreements, we make multiplecertain programs available for distribution on one or more dates, and our revenue under these OTT agreements is recognized uponwhen the availability ofcontent has been delivered by us and is available for use by the programs licensed andlicensee; therefore, revenue will fluctuate depending on the timing of when programming is delivered and made available throughout the license period.
Ancillary Revenues
In ourOur Media Networks segment, ancillary revenues are principally derived from (i) our consumer products activities, which includesinclude licensing our brands and intellectual property, as well as creation and publishing of interactive games across various platforms (including mobile PCdevices, PCs and console) andconsoles), (ii) recreation experiences (ii)and live events, (iii) viewing of our programming on a transactional basis through download-to-owntransactional video-on-demand (“TVOD”) and download-to-rentthrough electronic sell-through services and the sale of DVDs and Blu-ray discs and (iii)(iv) television syndication.syndication of our content.

Our ancillary revenues vary based on consumer spending, the popularity of our programming and intellectual property, and the volume of content available during a particular period and acceptance of our or our partners’ products.
Media Networks Properties

Viacom Media Networks operates our media networks businesses through three brand groups based on target audience, similarity of programming and other factors: the Global Entertainment Group, the Nickelodeon Group and BET Networks. Our core media networks experiences are generally delivered through cable and satellite distribution; through SVOD and other OTT services; on connected televisions, PCs, tablets, smartphones and other connected devices; using apps, browsers and other interfaces; and through a variety of social media platforms.
Worldwide, Viacom Media Networks’ program services reach 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. Viacom Media Networks also operates branded experiences including channels on streaming services and social media platforms such as DIRECTV NOW and Snapchat. During the quarter ended September 30, 2016, its online properties collectively averaged approximately 53.9 million unique visitors per month domestically and users spent an average of 853 million minutes per month with its branded apps.
Through VIMN, Viacom Media Networks operates the international extensions of our multimedia brands MTV, VH1, Nickelodeon, Comedy Central, BET and SPIKE, certain program services created specifically for international and/or non-English speaking audiences, such as the Paramount Channel in a variety of territories, Colors in India, and British public service broadcaster Channel 5, one of UK broadcasting’s premier brands. VIMN continues to grow Viacom Media Networks’ international operations into a strategically integrated portfolio, with content, technology and expertise across a multitude of brands and regions. In fiscal year 2016, VIMN launched 16 new channels, including in the Middle East and Africa.
Our most important media networks properties are discussed below. Unless otherwise indicated, the domestic television household numbers are according to Nielsen, the Internet monthly unique user and video stream data is according to comScore Media/Video Metrix (U.S. data only unless otherwise indicated), and the average app usage data and the international reach statistics are derived from internal data coupled with external sources when available.
Global Entertainment Group
The Global Entertainment Group offers brands, content, products and services that reach a diverse group of adults and young adults worldwide who love comedy, music, pop culture and general entertainment.
Domestic: Our principal U.S. properties in this group include:
COMEDY CENTRAL
Comedy Central, whose programs garnered 18 Emmy nominations and 4 Emmy awards in 2016, is a leading destination for comedic talent and all things comedy, featuring award-winning late night, sketch, scripted and animated series, along with stand-up specials and series. Comedy Central also produces nationwide stand-up tours and has its own record label.During fiscal year 2016, Comedy Central sponsored the 13th annual New York Comedy Festival, re-launched Comedy Central Radio on SiriusXM and announced a new South Park game, The Fractured But Whole, the sequel to the best-selling and critically-acclaimed South Park game The Stick of Truth.
Programming highlights in fiscal year 2016 included the reboot of The Daily Show with Trevor Noah and series premieres of Idiotsitter, Not Safe with Nikki Glaser and Legends of Chamberlain Heights, along with new seasons of returning favorites including South Park’s historic 20th season, Inside Amy Schumer, Broad City, Drunk History, Tosh.0, Workaholics, Another Period, Nathan For You, @midnight with Chris Hardwick, the limited series Time Traveling Bong and The Comedy Central Roast of TV icon Rob Lowe.
In September 2016, Comedy Central reached approximately 91.1 million domestic television households and approximately 285 million households in more than 146 countries worldwide.

Comedy Central’s online, mobile and app experiences include comedycentral.com, a leading online video platform featuring exclusive Comedy Central content; the Comedy Central Discover channel on Snapchat, which features library and original content; and a number of apps such as CC: Stand Up and Comedy Central’s “TV Everywhere” app, which offers full episodes of its series the day after they premiere, stand-up series and specials and short-form originals, among other content. In the quarter ended September 30, 2016, the Comedy Central online properties averaged approximately 9.2 million monthly unique visitors and, according to internal data, approximately 58 million content video streams each month, and users spent an average of 70.2 million minutes per month with the Comedy Central “TV Everywhere” app.
MTV
MTV is a global youth culture brand that creates original music and pop culture content for all media platforms. Its multiplatform portfolio includes domestic linear television networks MTV, MTV2, mtvU, MTV Classic and MTV Live; MTV.com; the MTV App; and channels across all leading social media platforms that reach more than 220 million followers. MTV is also home to MTV News, a multiplatform editorial outlet covering music, politics and pop culture. In fiscal year 2016, MTV launched the MTV Podcast Network with Panoply and debuted the Marc Jacobs Collaboration at the MTV Video Music Awards.
MTV’s top series include the long-running Teen Mom franchise, scripted drama Teen Wolf, Catfish: The TV Show; Ridiculousness; Are You The One? and The Challenge. New series launches in fiscal year 2016 included fantasy action adventure series The Shannara Chronicles, female-oriented scripted comedies Mary + Jane and Loosely Exactly Nicole, and Wonderland, MTV’s first weekly live music series in nearly 20 years. For fiscal year 2016, MTV had six of the top 30 series on basic cable television among its viewers in the P18-34 demographic, according to Nielsen.
MTV’s signature programming event is the MTV Video Music Awards. The 2016 MTV Video Music Awards included performances by Beyoncé and Rihanna, drew 6.5 million viewers across its live linear simulcast and was the most streamed across platforms in the show’s history, attracting more than 194 million video streams during and in the three days following the initial airing. MTV’s additional annual tentpole programming events include the MTV Movie Awards, the MTV Woodies and the MTV Fandom Awards.
In September 2016, MTV reached approximately 89.6 million domestic television households and approximately 372 million households in 178 countries worldwide via over 60 MTV channels.
MTV’s digital portfolio includes online, mobile and app experiences across music, pop culture, politics and exclusive content related to its series and programming events. In the quarter ended September 30, 2016, MTV.com averaged approximately 17.2 million monthly unique visitors and approximately 38 million content video streams each month, and users spent an average of 101.8 million minutes per month with MTV-branded apps. MTV maintains a significant presence across Facebook, Twitter, Instagram, Foursquare, Tumblr, Pinterest and Snapchat.
MTV2
MTV2, MTV2.com and the MTV2 mobile app offer music and lifestyle destinations and experiences with content targeting male millennials aged 12 to 34 and featuring original music, live-action sports and irreverent lifestyle programming.
Programming highlights included Guy Code, Nick Cannon Presents: Wild N’Out, Joking Off and Uncommon Sense with Charlamagne.
MTV2 reached approximately 77.5 million domestic television households in September 2016.
In the quarter ended September 30, 2016, MTV2.com averaged approximately 110,000 monthly unique visitors and approximately 181,000 content video streams each month, according to internal data. As of September 30, 2016, MTV2 had approximately 6.8 million Facebook fans and more than 512,000 Twitter followers.

MTV Classic
MTV Classic launched on August 1, 2016, the 35th anniversary of MTV’s launch. MTV Classic features a mix of fan-favorite series and music programming from MTV’s history, with a special focus on the 1990s and early 2000s.
Programming highlights include Beavis & Butthead, Laguna Beach, Jackass, Cribs and Punk’d.
In September 2016, MTV Classic reached approximately 55.7 million domestic television households and approximately 64 million households in the U.S., UK and Ireland.
VH1
VH1 is a leading lifestyle brand for millennials, with the Love & Hip Hop and Black Ink Crew franchises being among VH1’s six of the top 10 unscripted shows on cable television as of September 30, 2016, according to Nielsen. VH1’s programming slate features the revival of America’s Next Top Model, Martha and Snoop's Potluck Dinner Party, the topical series The Amber Rose Show and The Breaks, a scripted series based on the network’s critically acclaimed original film, and a return to premier events with Big in 2015, Dear Mama, a televised special dedicated to mothers, and, most recently, Hip Hop Honors, VH1’s highest rated tentpole event in 15 years. As of September 30, 2016, VH1 had achieved five consecutive quarters of ratings growth and was the second most social network in all of cable television (based on number of tweets), according to Nielsen.
In September 2016, VH1 reached approximately 89.3 million domestic television households and approximately 232.9 million households in 144 countries worldwide via VH1-branded channels.
VH1’s online, mobile and app experiences feature a diverse array of content centered on VH1 shows, pop culture, celebrities and lifestyle topics, including original series, exclusive events and entertainment news. VH1 operates VH1.com, the VH1 “TV Everywhere” app and branded and show experiences on several social media platforms. In September 2016, VH1 launched Love & Hip Hop: The Game, a mobile experience based on the hit franchise. Within two weeks, the game had been downloaded 500,000 times in 197 countries. In the quarter ended September 30, 2016, VH1.com averaged approximately 5.3 million monthly unique visitors and 18 million content video streams each month, and users spent an average of 58 million minutes per month with VH1’s “TV Everywhere” app. As of September 30, 2016, VH1 had a combined 42.3 million social media followers.
SPIKE
SPIKE is a general entertainment brand featuring a mix of original and acquired programming, sports series, specials, live events and movies.
Programming highlights included the series premieres of Jail: Big Texas and Tracks; returning favorites such as Lip Sync Battle and Lip Sync Battle: TMI, Bar Rescue, Ink Master, Cops, Bellator MMA Premiere Boxing Championships and The I Am Series with I Am JFK; and tentpoles such as Spike’s Guys Choice Awards.
During fiscal year 2016, SPIKE expanded Lip Sync Battle into a multiplatform franchise through the Lip Sync Battle Cruise Experience with Carnival Cruise Lines, the Lip Sync Battle app and a line of Lip Sync Battle-inspired merchandise.
In September 2016, SPIKE reached approximately 86.9 million domestic television households and approximately 130 million households worldwide.
SPIKE’s online, mobile and app experiences include SPIKE.com, the online destination featuring SPIKE content, the SPIKE app, a “TV Everywhere” app and other apps such as Bellator. In the quarter ended September 30, 2016, SPIKE.com averaged approximately 1.3 million monthly unique visitors and, according to internal data, 2 million content video streams each month, and users spent an average of 7.9 million minutes per month with the TV Everywhere app.
CMT
CMT is the leading country music and lifestyle destination. Through its linear television network and digital experiences, CMT offers an unparalleled mix of music specials and events, unscripted series, original documentaries and premium scripted shows.

Programming highlights included series premieres I Love Kellie Pickler and Still the King, returning favorites Steve Austin's Broken Skull Challenge, Dallas Cowboys Cheerleaders and licensed series Reba and Last Man Standing; tentpole events such as the annual CMT Awards and CMT Crossroads; and CMT’s original documentaries, including The Bandit.
In September 2016, CMT reached approximately 79.8 million domestic television households and approximately 91 million households in 8 countries worldwide.
CMT also has a 24-hour music channel, CMT Pure Country, a branded “TV Everywhere” app and apps CMT Ultimate Fan and CMT Insider. In the quarter ended September 30, 2016, CMT.com averaged approximately 1.4 million monthly unique visitors and, according to internal data, 870,000 content video streams each month, and users spent an average of 1.6 million minutes per month with the “TV Everywhere” app.
TV Land
TV Land features a mix of original programming, classic and contemporary television shows, specials and iconic movies. TVL Classic airs during weekdays with programming that appeals to adults aged 35 and older. TV Land airs on the same channel as TVL Classic in the evening hours and on weekends, with programming that appeals to adults aged 25 to 54.
Programming highlights included the series premieres of Teachers and Lopez, returning original favorites Younger and Impastor, and licensed favorites such as Everybody Loves Raymond and The King of Queens.
TV Land reached approximately 89.3 million domestic television households in September 2016.
TV Land’s online, mobile and app experiences include TVLand.com and the TV Land app, featuring full episodes of TV Land programming. In the quarter ended September 30, 2016, TVLand.com averaged approximately 353,000 monthly unique visitors and, according to internal data, 1.5 million content video streams each month, and users spent an average of 3.7 million minutes per month with the TVLand app.
Logo TV
Logo is a leading entertainment brand inspired by the LGBTQ community. Logo features one-of-a-kind personalities, shows, specials and unique stories.
Logo has garnered critical acclaim for its content, including a recent Emmy Award for its hit original programs RuPaul’s Drag Race and RuPaul’s Drag Race All Stars. Additionally, the network has established the Emmy Award-winning Logo Documentary Films and created such innovative programming as Finding Prince Charming and the upcoming Fire Island, while achieving new ratings records with Trailblazer Honors, Logo’s signature tentpole event.  Logo became the first U.S. network to air the international phenomenon Eurovision Song Contest.
Logo reached approximately 50.6 million domestic television households in September 2016.
Logo operates multiple websites and apps, including LogoTV.com, NewNowNext.com and the LogoTV app, as well as branded and show experiences across several social media platforms. With original video, written and news content, Logo’s digital group is regularly among the top two in ComScore’s LGBTQ category. In the quarter ended September 30, 2016, Logo's online properties averaged approximately 2.8 million monthly unique visitors and, according to internal data, 4 million content video streams each month, and users spent an average of 6.5 million minutes per month with the Logo TV app. As of September 30, 2016, Logo had a combined 8.4 million social media followers.
Other key domestic Global Entertainment Group properties include mtvU, our on-air, online and on-campus network created by and for the college audience; MTV Films, MTV’s motion picture brand; and MTV Live, a music-centric high-definition television channel.
International: This group operates internationally as VIMN. The group’s principal international properties include international extensions of our multimedia brands, certain program services created specifically for international and/or non-English speaking audiences, and our acquired international properties. This group launched 16 new channels including: Comedy Central in Norway, Australia and Arabia; Spike TV in the Netherlands, Belgium and Australia; the Paramount Channel in Italy and

Thailand/South East Asia; Prima Comedy Channel in the Czech Republic; TeenNick and VH1 in Italy; BET and MTV Hits in France, Rishtey Cineplex in India; and My5 in the UK. Some of our principal properties in this group are described below.
Channel 5
Channel 5, a UK public service broadcaster, and its sister channels air a broad mix of popular content, including factual programming, entertainment, reality, sports, acquired and original drama, and preschool programming through its award-winning Milkshake brand.
Programming highlights in fiscal year 2016 included a UK version of the popular US entertainment show Lip Sync Battle, as well as continued success with the well-known Celebrity Big Brother and Big Brother franchises.
Paramount Channel
Paramount Channel is a 24-hour movie channel available free-to-air in Spain and Italy, and on basic cable television in France, Hungary, Russia, Romania, Sweden, Poland, Thailand/South East Asia and various Latin American countries, including Brazil, Mexico, Chile and Argentina. VIMN continues to manage Paramount Channel’s ongoing international expansion.
Programming highlights in fiscal year 2016 includedclassic and contemporary films from the Paramount library and other Hollywood studios as well as domestic and international television series.
Colors
Colors is a highly-rated Hindi-language general entertainment paid channel operated by our Viacom 18 joint venture. Colors is available in India, the UK, Ireland, Australia, New Zealand, South East Asia, the Middle East and North Africa, and as Aapka Colors in Canada and the U.S.
In fiscal year 2016, our Viacom 18 joint venture in India launched a new regional entertainment channel in the Kannada language called Colors Super, which features fiction shows, reality programming and feature films, and a new channel, Rishtey Cineplex, featuring Hindi movies. Viacom 18 also operates additional regional entertainment channels COLORS Marathi, COLORS Kannada, COLORS Bangla, COLORS Oriya and COLORS Gujarati.
Colors programming highlights in fiscal year 2016 included Kawach - Kaali Shaktiyon Se, Naagin, Kasam and other non-fiction programs such as 24-Season 2, Khatron Ke Khiladi, India’s Got Talent, Bigg Boss and Jhalak Dikhhla Jaa.
J-One
J-One airs the best in Japanese animated programming in France, one of the world’s biggest consumers of manga animation.
Programming highlights in fiscal year 2016 included simulcast Japanese animation; J-Pop and K-Pop music videos; Japanese MTV Unplugged concerts and award ceremonies such as the VMAJs in partnership with MTV Asia; Asian game shows; and locally produced editorial content.

Nickelodeon Group
The Nickelodeon Group provides high-quality entertainment, content and services designed for kids ages 2-17 and their families. Our principal properties in this group include:




Nickelodeon and Nick at Nite
Nickelodeon, now in its 37th year, is a diverse, global business and the destination for all things kids. Nickelodeon has been the number-one-rated advertising-supported basic cable network for 21 consecutive years,featuring both original and licensed series for kids. Nickelodeon produces and distributes television programming worldwide, has a global consumer products licensing business, licenses its brands for recreation experiences such as hotels, theme parks and live entertainment, and offers a number of premium apps.
Nickelodeon programming highlights in fiscal year 2016 included the series premieres of The Loud House, Shimmer and Shine and School of Rock; returning hits Alvinnn!!! and the Chipmunks, Blaze and the Monster Machines, Game Shakers, Henry Danger, Nicky, Ricky, Dicky & Dawn, The Thundermans, Paw Patrol, Teenage Mutant Ninja Turtles and SpongeBob SquarePants; daily scripted series Make It Pop and game show Paradise Run; and tentpoles such as The Kids’ Choice Awards, Kids’ Choice Sports, Worldwide Day of Play and The HALO Awards.
Nick at Nite, which airs on the same cable channel as Nickelodeon in the evening hours, primarily features licensed contemporary family comedies. Nick at Nite programming highlights included Friends, George Lopez, Fresh Prince of Bel-Air and Full House.
Nickelodeon and Nick at Nite reached approximately 91.4 million domestic television households in September 2016. Nickelodeon’s brands are seen globally by approximately 493.5 million households across 178 countries, via approximately 90 locally programmed channels and branded blocks.
Nick’s online, mobile and app experiences include, among others, Nick.com, the online destination for all things Nickelodeon, featuring video streaming of Nick content and games. In the quarter ended September 30, 2016, Nick.com sites averaged 4 million monthly unique visitors and, according to internal data, 43 million content video streams each month.
Nickelodeon develops and publishes mobile apps for its kids and family audiences. Nickelodeon’s “TV Everywhere” app features short-form videos, games and full episodes, as well as popular interactive features like the “Do Not Touch" button, and has won a number of awards, including the Emmy Award in 2013 for “Outstanding Creative Achievement in Interactive Media - User Experience and Visual Design” and “Best App or Website” at the 2014 Broadcast Digital Awards in the UK. In the quarter ended September 30, 2016, users spent an average of 242.2 million minutes per month with the Nick app. Nickelodeon apps also include hit game apps based on our top shows, like SpongeBob Moves In, TMNT: Portal Power and Game Shakers’ Sky Whale.
Nickelodeon Movies is Nickelodeon’s motion picture brand. Nickelodeon also developed a live stage production, The SpongeBob Musical, in conjunction with a premier Broadway team. The musical opened in Chicago in fiscal year 2016.
Nick Jr.
Nick Jr. seeks to educate and entertain preschoolers, providing kids an opportunity to engage with characters they love while building their imaginations, gaining key cognitive and social-emotional skills and learning about the world around them. Nick Jr. offers parents and their kids entertaining and enriching activities geared toward their interests, ages and developmental levels.

Nick Jr. programming highlights included Nickelodeon preschool hits such as Paw Patrol, Blaze and The Monster Machines and Shimmer and Shine and licensed originals such as Peppa Pig, Teletubbies and Max & Ruby.
Nick Jr. reached approximately 73.5 million domestic television households in September 2016.
Nick Jr.'s online, mobile and app experiences include NickJr.com, which includes “TV Everywhere” capability for long form content streaming as well as games, short form content and other interactive elements such as Alpha buttons. In the quarter ended September 30, 2016, NickJr.com averaged 2.4 million monthly unique visitors and, according to internal data, 133 million content video streams each month.

Nick Jr.’s “TV Everywhere” app features educational videos and learning activities for preschoolers and full episodes of Nick Jr. programming for authenticated subscribers. In the quarter ended September 30, 2016, users spent an average of 345.9 minutes per month with the Nick Jr. app. Noggin,Nickelodeon’smobile subscription app for preschoolers, features award-winning shows and music and educational videos. Other top Nickelodeon apps for preschoolers include Paw Patrol, Pups Take Flight and Blaze and the Monster Machines - Racing Game.
TeenNick
TeenNick appeals to kids 6-11 by day with Nickelodeon original live action hits such as Sam & Cat, Victorious, iCarly, Zoey 101 and Drake & Josh. TeenNick also features signature originals like TeenNick’s Top 10.
In addition, TeenNick is home to The Splat, a programming block targeting millennials with iconic Nick library content from the 90s. The Splat also extends online at thesplat.com and across social media platforms.
TeenNick reached approximately 70.9 million domestic television households in September 2016.
TeenNick.com features clips of TeenNick shows, as well as games and quizzes. In the quarter ended September 30, 2016, TeenNick.com averaged 83,000 monthly unique visitors and, according to internal data, had an average of 6,000 content video streams each month.
Nicktoons
Nicktoons is a leading cartoon destination for kids and features signature franchises and fan favorites such as Teenage Mutant Ninja Turtles, The Fairly OddParents, SpongeBob SquarePants, Sanjay & Craig and Breadwinners.
Nicktoons also acts as the home for the Nick Sports block; programing highlights included NASCAR Hammer Down and Top Ten Trick Shots.
Nicktoons reached approximately 64.9 million domestic television households in September 2016.
BET Networks
BET Networks is a leading provider of entertainment brands, content and services targeted to African-American audiences and consumers of Black culture worldwide. Our principal properties in this group include the flagship BET channel, CENTRIC, BET Gospel and BET Hip Hop.
BET
BET is the nation’s leading television network providing entertainment, music, news and public affairs programming to African-American audiences. BET is a leading consumer brand in the urban marketplace with a diverse group of branded businesses, including BET, its core channel that focuses on young Black adults; BET Gospel, which features gospel music and spiritual programming; and BET Hip Hop, which spotlights hip hop music programming and performances. BET’s programming received 13 NAACP Image Awards nominations in 2016 - the most among all cable networks and the second most among all networks, broadcast and cable.
BET programming highlights in fiscal year 2016 included the premieres of Zoe Ever After, Criminals at Work, One Shot, Music Moguls, F in Fabulous, Inside the Label and Chasing Destiny; returning favorites such as Being Mary Jane, which was the top-rated scripted series on cable among African-Americans in the 18-49 demo for the third straight season, Real Husbands of Hollywood, The Game and Sunday Best All Stars; acquisitions such as House of Payne; and tentpoles such as the BET Awards ‘16, which was part of the fourth annual BET Experience, BET’s long weekend celebration of music, entertainment and Black culture, and was attended by 165,000 people, BET Honors Awards, Black Girls Rock, BET Hip Hop Awards, Soul Train Awards and Celebration of Gospel.

BET reached approximately 85.5 million domestic television households in September 2016.
Internationally, BET is available in more than 40 million households and airs as BET Africa, BET UK and BET France, providing BET programming as well as local series, news and interstitials. BET France launched in fiscal year 2016 along with BET Play, doubling BET’s reach. BET Play is Viacom’s first direct-to-consumer OTT offering for adults. Available in approximately 100 countries and territories, BET Play provides hundreds of hours of content, including BET original series, awards shows, stand-up comedy, reality shows and documentaries, as well as a live feed of BET Soul and live streams of BET’s award shows like the BET Awards, BET Hip Hop Awards and Soul Train Awards.
BET.com is a leading online destination for African-American audiences, offering users content and interactive features for news, music, community, culture and other areas tailored to the unique interests and issues of African-Americans. BET.com also provides interactive entertainment content for BET Networks’ program services. In the quarter ended September 30, 2016, BET.com averaged approximately 13.3 million monthly unique visitors.
The BET Now app provides fans access to a library of full episodes of current BET shows and classics. In the quarter ended September 30, 2016, users spent an average of 3 million minutes per month with BET-branded apps.
BET Mobile delivers music, gaming and video content to its target audiences on mobile devices and digital services across all major service providers.
CENTRIC
CENTRIC is the first network designed for black women, reflecting the lifestyle of today’s African-American and multicultural adult viewer and delivering a variety of music artists, along with culturally relevant movies, series, live performances, specials and reality programming.
CENTRIC programming highlights in fiscal year 2016 included series premieres The Round and My Current Situation, the Soul Train Awards, Soul Sessions and the Centric Live Concert series.
CENTRIC reached approximately 52.3 million domestic television households in September 2016.
period.
Media Networks Competition
Our media networks generally compete with other widely distributed cable networks, the broadcast television networks and digital programming services and platforms. Our media networks compete for advertising revenue with other cable and broadcast television networks, social media platforms, other connected outlets such as websites, apps social media and other online experiences, radio programming and print media. Each programming service also competes for audience share with competitors’other programming services that target or include the same audience. For example, Nickelodeon’s programming and services compete for younger viewers, and BET’s programming and services compete for consumers of African-American culture, with other entertainment services, including on cable and broadcast networks, digital distribution outlets and other content platforms. We also compete with other cable networks for affiliate fees and distribution. Our networks compete with other content creators for directors, actors, writers, producers and other creative talent and for new program ideas and the acquisition of popular programming. Competition from these sources other entertainment offerings and/or audience leisure time may affect our revenues and costs.

FILMED ENTERTAINMENT
Overview
Our Filmed Entertainment segment develops, produces, finances, acquires and distributes motion pictures,films, television programming and other entertainment content under thethrough its Paramount Pictures®, Paramount PlayersTM, Paramount Animation® and Paramount TelevisionTM divisions, in various markets and media worldwide. It partners on various projects with key Viacom brands, including Nickelodeon Movies, MTV Films and Paramount Television brands. It also distributes films released under the Paramount Vantage, Paramount Classics and Insurge Pictures brands. Motion picturesBET Films.
Films produced, acquired and/or distributed by the Filmed Entertainment segment are generally first exhibited theatrically in domestic and/or international markets and then released in various markets through download-to-own,airlines and hotels, electronic sell-through, DVDs and Blu-ray discs, TVOD, SVOD, pay television, basicSVOD, cable television,and free television, free video-on-demand and, in some cases, by airlines and hotels.
television. In fiscal year 2016,2018, the Filmed Entertainment segment released 159 films in the domestic theatrical market. Paramount’s film strategy focuses on releases that represent a mix of franchise filmstheatrically, including Mission: Impossible - Fallout, A Quiet Place, Daddy’s Home 2 and smaller productions, acquired films and distributionBook Club.

arrangements. Paramount’s film slate is designed to represent a variety of genres, styles and levels of investment and risk - with the goal of creating entertainment for both worldwide appeal and more specific audiences. Paramount supports its releases by developing innovative marketing, promotion and release strategies for its films. Paramount expects its total film slate to include approximately 15 theatrical releases in fiscal year 2017.

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Paramount Pictures is a major global producer and distributor of filmed entertainment and has an extensive library consisting of approximately 1,200 motion picturefilm titles produced by Paramount, and acquired rights to approximately 2,3002,200 additional motion picturesfilms and a number of television programs. TheParamount’s library includes many Academy Award® winners, including for example, Titanic, Braveheart, Forrest Gump, The Godfather,An Inconvenient Truth, There Will Be BloodThe Godfather Part II, and Wings, which won the first Academy Award® ever awarded for Best Picture in 1929, and recentother Academy Award Best Picture nominees such as Arrival, Fences,The Big Short, Selma and The Wolf of Wall Street. The Paramount library also includes classics such as The Ten Commandments, Breakfast at Tiffany’s and Sunset Boulevard and a number of successful franchises such as Mission: Impossible, Transformers, Star Trek, Mission: Impossible and Paranormal Activity.
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Paramount Players aims to expand Paramount’s slate of films by partnering with our Media Networks flagship brands to develop, produce and release distinctive feature films in order to bring more of our leading brands to movie audiences around the world. These co-branded films are distributed by Paramount with a unique emphasis on marketing campaigns and integrations benefiting from the global reach of our flagship networks. Paramount Players also focuses on smaller budget films for specific genres and target audiences. Nobody’s Fool, Tyler Perry’s first feature film with Paramount Players and BET Films, was released in November 2018, and Paramount Players expects to theatrically release three additional films in fiscal year 2019, including What Men Want and Dora the Explorer, a live-action adaption of the classic Nickelodeon series that is being co-produced with Nickelodeon Movies.
Paramount Animation
Paramount Animation creates high-quality animated films and aims to release one to two titles per year. Upcoming releases include Wonder Park, a film about the adventures of a young girl in a magical amusement park, expected to be released in 2019, and Spongebob 3 and Monster on the Hill, both expected to be released in 2020. We anticipate that Wonder Park will be followed by a Wonder Park television series on Nickelodeon.

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Paramount Television Paramount’sdevelops and finances a wide range of original, premium television production division, draws on Paramount’s extensive librarycontent across all types of film propertiesmedia platforms for distribution worldwide. Paramount Television’s productions include The Alienist for TNT, Tom Clancy’s Jack Ryan for Amazon, 13 Reasons Why and Maniac for Netflix and Berlin Station and The Contender for EPIX. Paramount Television’s fiscal year 2019 slate includes The Haunting of Hill House for Netflix, Catch-22 for Hulu, Boomerang for BET and First Wives Club for Paramount Network. In 2018, Paramount Television’s programming received nine Emmy Award nominations.
Film Production, Distribution and Financing
Paramount produces many of the films it releases and also develops original programmingacquires films for distribution from third parties. In some cases, Paramount co-finances and/or co-distributes films with third parties, including other studios. Paramount also enters into film-specific financing and slate financing arrangements from time to time under which third parties participate in the financing of the costs of a film or group of films, typically in exchange for a partial copyright interest. Paramount distributes films worldwide or in select territories or media, and may engage third-party distributors for certain pictures in certain territories.
Paramount has several multi-picture production, distribution and financing relationships, including its recently extended agreement with Skydance Productions (“Skydance”) and a new overall deal with Hasbro Inc. (“Hasbro”). Under the Skydance agreement, Paramount and Skydance will continue to work together to produce and finance certain Paramount films, and Paramount has a first look on Skydance-initiated projects, including animated films. Paramount’s agreement with Hasbro involves the production, financing and distribution of live action and animated films based on Hasbro’s expansive list of properties. Paramount and Hasbro will also continue to work together on the Transformers and G.I. Joe franchises, including the first Transformers spinoff - Bumblebee - which is scheduled for theatrical release in December 2018.
Domestically, Paramount generally performs marketing and distribution services for theatrical releases and sales and marketing services for its home entertainment releases. Paramount has an agreement with Universal Studios for certain back-office and distribution services for all physical DVD and Blu-ray discs released by Paramount in the U.S. and Canada. Paramount also distributes CBS’s television and digital platforms. In fiscal year 2016,other library content on DVD and Blu-ray disc on a worldwide basis under an agreement that runs through 2020.
Internationally, Paramount Television producedgenerally distributes its theatrical releases through its own international affiliates or, in territories where it does not have an operating presence, through United International Pictures, a live telecast of Grease for FOX, which garnered 10 Emmy nominations and 5 Emmy awards. Paramount Television has various programs in pre-production, production and post-production (including Shooter,which is expected to premiere on USA Network on November 15, 2016)and numerous projects in development for various television networks and other platforms, including NBC, Netflix and Amazon.
Our joint venture with Metro-Goldwyn-MayerUniversal Studios, Inc. (“MGM Studios”)or third-party distributors. For home entertainment releases, Paramount’s physical DVD and Lions Gate Films, Inc. (“Lionsgate”) providesBlu-ray discs are distributed in certain international territories by Universal Pictures Home Entertainment and in certain other territories by Paramount licensees.
Paramount also distributes films domestically and internationally on electronic sell-through, TVOD, SVOD and television platforms. In the first domestic pay television distribution window, Paramount’s feature films initially theatrically released in the U.S. are generally exhibited on EPIX, a multi-platform premium entertainment service called EPIX™ that offers Paramount, Lionsgate, MGM Studiosservice.
Producing, marketing and certain third-partydistributing films and television programming can involve significant costs, and the timing of a film’s release can cause our financial results to vary. For example, marketing costs are generally incurred before and throughout the theatrical release of a film and, to a lesser extent, other distribution windows, and are expensed as incurred. As a result, we typically incur losses with respect to a particular film prior to and during the film’s theatrical exhibition, and recoupment of investment as well as original content, to cable, satellite, SVOD and other subscribersprofitability for the film may not be realized until well after its theatrical release. Therefore, the results of the Filmed Entertainment segment can be volatile as films work their way through a premium pay television channel and television and digital SVOD services. During fiscal year 2016, EPIX developed its first two original series, including Berlin Station, which was produced by Paramount Television and premiered in October 2016. We do not consolidate EPIX in our financial results.the various distribution windows.
Filmed Entertainment Revenues
Our Filmed Entertainment segment generates revenues in four categories: (i) theatrical revenues,the release and/or distribution of films theatrically, (ii) the release and/or distribution of film and television product through home entertainment, revenues, (iii) the licensing revenuesof film and television product to television and digital platforms and (iv) other ancillary revenues.activities. In fiscal year 2016,2018, theatrical revenues, home entertainment revenues, licensing revenues and ancillary revenues were approximately 23%, 29%20%, 41%50% and 7%, respectively, of total revenues for the Filmed Entertainment segment.

Revenues from the Filmed Entertainment segment accounted for 23%, 24% and 21% of our revenues for the fiscal years 2018, 2017 and 2016, respectively, after the elimination of intercompany revenues.
Theatrical Revenues
Paramount generates revenues worldwide from the theatrical release and/or distribution of motion pictures,films, primarily from audience ticket sales. In addition to the traditional 2D format, certain of Paramount’s theatrical releases are made available insales, including 3D and/or IMAX format, tickets for whichthat are generally sold at premium pricing. Our theatrical release strategy generally aims to develop films designed to appeal specifically to a targeted audience or to broad audiences, with appropriate budgets and projected revenue.
Each motion picturefilm is a separate and distinct product with its revenues, and ultimate profitability, dependent upon many factors, among which domestic and international audience response domestically and internationally, is of fundamental importance. Theatrical revenues may also be affected by the number, timing and mix of releases and competitive releasesofferings in any given period, consumer tastes and consumption habits, and overall economic conditions, including trends in discretionary spending. The theatrical success of a motion picturefilm is a significant factor in determining the revenues it is likely to generate in home entertainment markets and licensing arrangements for television and other platforms. Revenues from motion picture theatrical film releases tend to be cyclical with increases around the holidays that fall during the first quarter of our fiscal year, and in the summer months during our fourth quarter.
In fiscal year 2016,2018, Paramount theatrically released in domestic and/or international markets Star Trek BeyondMission: Impossible - Fallout, A Quiet Place, Daddy’s Home, Teenage Mutant Ninja Turtles: Out of the Shadows, The Big Short, 10 Cloverfield Lane, 13 Hours: The Secret Soldiers of Benghazi, Paranormal Activity: The Ghost Dimension, Zoolander 2, Ben-HurBook Club, Sherlock Gnomes, Annihilation, Downsizing, Action Point, Same Kind of Different as Me and Whiskey Tango FoxtrotSuburbicon. In addition to Nobody’s Fool and Overlord, among others.which were released in November 2018, Paramount’s fiscal year 20172019 slate is expected to include Transformers: The Last KnightInstant Family, Baywatch, AlliedBumblebee, Jack Reacher: Never Go Back, FencesWhat Men Want, XXX: The Return of Xander CageWonder Park, Ghost in the Shell, God ParticlePet Sematary, Arrival andRocketman Office Christmas Partyand Dora the Explorer.

Home Entertainment Revenues
Home entertainment revenues are derived from the worldwide sales and distribution of DVDs and Blu-ray discs relating to the motion picturesfilms released theatrically by Paramount and programming of other Viacom brands such as Nickelodeon, MTV, Comedy Central and BET, as well as certain acquired films and content distributed on behalf of third parties such as CBS. Home entertainment revenues are also derived from the viewing of our films on a transactional basis through TVOD and download-to-ownelectronic sell-through services around the world, for a fee and/or on a revenue-sharing basis. Revenue for video-on-demand and similar arrangements is recognized as the content is exhibited based on end-customer purchases as reported by the distributor.
Our home entertainment revenues may be affected by the number, timing and mix of releases and competitive offerings in any given period, consumer tastes and consumption habits, the prominence given by distributors and retailers to our releases compared to those of our competitors, and overall economic conditions, including trends in discretionary spending. The mix of our revenues from home entertainment activities continues to shift away from physical products toward consumption through various platforms and apps.
Key home entertainment releases in fiscal year 20162018 included Mission: Impossible - Rogue Nation,Terminator: Genisys, Daddy’s Home, 2 10 Cloverfield Laneand , 13 Hours: The Secret Soldiers of Benghazi, The Big Short and Zoolander 2A Quiet Place.
Licensing Revenues
Paramount generates fees by licensing, around the world on a territory-by-territory basis, films and television programs produced, acquired or distributed by Paramount, that are licensed around the world on a territory by territory basis, for a fee or on a revenue-sharing basis, to SVOD, pay and basic cable television, free television and free video-on-demand services.
Revenue from the licensing of film and television exhibition rights is recognized upon availability for airing by the licensee and will fluctuate depending on the number and mix of available titles in any given territory.
Licensing revenues in fiscal year 20162018 were generated from licensing of films including Mission: Impossible -, includingThe Cloverfield Paradox, Transformers: The Last Knight, Mission Impossible: Rogue Nation,Daddy’s Home 2, Daddy’s Home Paranormal Activity: and Baywatch, and from distribution of Paramount Television titles, including Jack Ryan, 13 Reasons Why, The Ghost DimensionAlienist, Shooter and Terminator: GenisysBerlin Station that were licensed to platforms such as Netflix, Amazon, iTunes, Google Play and Flixster and from television titles including Grease Live!.
Ancillary Revenues
Paramount generates ancillary revenues by providing production and facilities services to third parties, primarily at Paramount’s studio lot. Paramount also generates ancillary revenues by licensing its brands for consumer products, themed restaurants, hotels and resorts, live stage plays, film clips and theme parks. Licensing revenues are typically derived from royalties based on the licensee’s revenues, with an advance and/or guarantee against future expected royalties, and may vary based on the popularity of the brand or licensed product with consumers.
Motion Picture Production and Distribution
Paramount produces many of the motion pictures it releases. It also acquires films from third parties and distributes filmsparks and other content on behalf of third parties. In some cases, Paramount co-finances and/or co-distributes films with third parties, including other studios. Paramount distributes some motion pictures worldwide, and may engage a third-party distributor for certain pictures in certain territories. Paramount also enters into film financing arrangements from time to time under which third parties participate in the financing of the production costs of a film or group of films, typically in exchange for a partial copyright interest.
Domestically, Paramount generally performs its own marketing and distribution services for theatrical releases and its own sales and marketing services for homelocation-based entertainment releases. Paramount has agreements in place with Warner Bros. Home Entertainment Inc. for the distribution of physical DVD and Blu-ray discs relating to approximately 700 Paramount catalog titles for which Paramount retains all digital rights, which runs through December 2016, and with Universal Studios, Inc. (“Universal”) for certain back-office and distribution services for all physical DVD and Blu-ray discs released by Paramount in the U.S. and Canada. Under an agreement that runs through June 2017, Paramount also distributes CBS’s library of televisionprojects.

and other library content on DVD and Blu-ray disc on a worldwide basis. Internationally, Paramount, through its international affiliates, generally distributes its theatrical releases through its own distribution operations or, in some territories, through United International Pictures, a company that Paramount and Universal own jointly. For home entertainment releases, Paramount’s physical DVD and Blu-ray discs are distributed in certain international territories by Universal Pictures Home Entertainment and in certain other territories by Paramount licensees. Paramount also distributes films domestically and internationally on download-to-own, TVOD, SVOD and television platforms. In the first domestic pay television distribution window, Paramount’s feature films initially theatrically released in the United States are generally exhibited on EPIX.
Producing, marketing and distributing motion pictures and other content can involve significant costs, and can also cause our financial results to vary depending on the timing of a motion picture’s release. For example, marketing costs are generally incurred before and throughout the theatrical release of a film and, to a lesser extent, other distribution windows to generate public interest in our films, and are expensed as incurred. As a result, we typically incur losses with respect to a particular film prior to and during the film’s theatrical exhibition, and profitability for the film may not be realized until well after its theatrical release. Therefore, the results of the Filmed Entertainment segment can be volatile as films work their way through the various distribution windows.
Filmed Entertainment Competition
Our Filmed Entertainment segment competes for audiences for its motion pictures, television programming and other entertainment content with the motion pictures and content released by other major motion picture studios, independent film producers and television producers, as well as with other forms of entertainment and consumer spending outlets. Oursegment’s competitive position primarily depends on the amount and quality of the content produced,it produces, its distribution and marketing success and public response. It competes for audiences for its films, television programming and other entertainment content with releases by other major film studios, television producers and OTT services. It also competes with other forms of entertainment and consumer spending outlets. We also compete for creative talent, including producers, actors, directors and writers, and scripts for motion pictures,new film and television projects, all of which are essential to our success. Our motion picturefilm brands also compete with studios and other producers of entertainment content for distribution of motion pictures through the various distribution windows (such as televisionon third-party platforms. Competition from these sources may affect our revenues and home entertainment) and on digital platforms.costs.
SOCIAL RESPONSIBILITY
ViacomViacommunity is deeply committed tothe global umbrella covering all of Viacom’s social impact and purpose-driven initiatives. By leveraging its global stageViacom’s culture of diversity and audience connectionscreativity, Viacommunity offers programs that empower, engage and inspire our employees, audiences and company to make a positive impact ondifference in the global communities we serve. Our social responsibility efforts are an integral part of our day-to-day operations, inextricably linked to our core business. Through volunteerism, philanthropic investments, initiatives and strategic partnerships, we aim to inspire stakeholders to take action. Viacom’s social responsibility work is overseen by Viacommunity, Viacom’s social action umbrella, and driven by the Viacom Corporate Responsibility Council (VCRC), comprised of leaders across every brand and business.
Viacom educates, engages and empowers audiences around the world with a vast array of programs in the following areas of focus: building inclusive societies, pioneering social change, promoting healthy living, inspiring future generations, empowering our employees and managing our business responsibly. A full list of and detailed information on each of our social responsibility initiatives is available at www.viacommunity.com. (Information included on, or accessed through, that website is not intended to be incorporated into this Form 10-K.)
Following are just a few examples:examples of our efforts:
Get Schooled
In partnership with Viacom and The Bill & Melinda Gates Foundation, Get Schooled leverages the power of pop culture to inspire and empower students to graduate from high school and succeed in college. The organization partners with over 2,000 middle and high schools around the country and engages close to two million students.
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MTV Staying Alive Foundation
VIMN’s multi-award-winning MTV Staying Alive Foundation engages in fighting the stigma, spread and threat of the HIV and AIDS epidemic globally by creating engaging media content and funding youth-led, grassroots prevention projects.
Viacommunity Day, our global day of service, offers over 100 opportunities for thousands of employees across Viacom, in 25 countries, to join together to volunteer in our communities each year. From beautifying local parks to mentoring youth in schools to assembling kits for those in need and promoting many other types of volunteer activities, Viacommunity Day has long been a tradition for Viacom employees, celebrating its 22nd year in 2018.
MTV Look Different

MTV’s Emmy Award-winning “Look Different” campaign helps America’s youth better recognize and challenge hidden racial, gender and anti-LGBT biases, empowering them to create a more equal future.
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In partnership with Viacom, Get Schooled leverages the power of pop culture to inspire and empower students to graduate from high school and succeed in college. Get Schooled partners with over 2,000 middle and high schools, and engages close to two million students, nationwide and has been recognized by Fast Company as a “Most Innovative Company.”
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The VH1 Save The Music Foundation is a nonprofit organization dedicated to restoring instrumental music education programs in America’s public schools, and raising awareness about the importance of music as part of each child’s complete education. Founded in 1997, VH1 Save The Music has donated more than $56 million worth of new musical instruments to 2,100 public schools in 261 school districts around the country, impacting the lives of more than three million public school students.
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Nickelodeon encourages kids to get up and get active on its annual Worldwide Day of Play by suspending programming for three hours in the afternoon across its platforms while thousands of local partners nationwide host activities focused on “just” playing. The Road to Worldwide Day of Play campaign, underway throughout each summer, travels to communities where kids are hometown heroes making play happen.

VH1 Save The Music Foundation
VH1 Save The Music Foundation is committed to ensuring that music instruction is a core component in a complete education. The organization restores instrumental music education in America’s public schools, and to date has donated $51 million dollars’ worth of new musical instruments to nearly 2,000 public schools across the country, giving 2.6 million children the tools and confidence to excel in academics and in life.
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CMT Empowering Education

CMT Empowering Education provides viewers with a multitude of tools to aid them in tackling and overcoming the most common perceived obstacles to education.
Paramount has a long and proud tradition of giving back with a corporate social responsibility program focused on four key initiatives: supporting public education; protecting the environment; combating HIV/AIDS; and promoting volunteerism. By offering employee engagement opportunities, coupled with financial and in-kind contributions, Paramount supports numerous local, national, and global non-profit organizations. Kindergarten to Cap & Gown - Paramount’s signature education program - mentors students through their educational experience, targeting four partner schools in Paramount’s Los Angeles neighborhood.
Nickelodeon’s Worldwide Day of Play
Nickelodeon’s annual Worldwide Day of Play encourages kids to get up and get active by suspending programming for three hours in the afternoon across our platforms while thousands of local partners nationwide host activities focused on just playing. The Road to Worldwide Day of Play, underway throughout the summer, travels to communities where kids are hometown heroes making play happen.
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Veterans Operation Wellness (VOW)

Spike’s VOW campaign uses the multi-platform resources of Spike to positively impact the lives of veterans with the goal of inspiring them - and the larger public that wants to support them - to make commitments to their health and wellness, and lead a healthier life through physical fitness, a healthier diet and veteran community activities.
Talent for Good, our skills-based employee volunteering program, leverages the knowledge and power of Viacom’s workforce to assist organizations striving to impact social change. In partnership with Catchafire (a nonprofit skills-based volunteer matching service), the program offers employees the opportunity to hone their skills and forge lasting relationships both across Viacom and with local organizations, while giving back to worthy causes. To date, Talent for Good has engaged more than 700 Viacom employees domestically and assisted many nonprofit organizations across the U.S.
BET Next Level
BET Next Level is an education campaign that encourages young people to see education as an opportunity for advancement in their careers and in their lives.
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Logo Global Ally
Global Ally is a year-long storytelling project from Logo that will provide inside looks into the lives of international LGBTQ people and feature ways to send direct messages of solidarity and support to activists around the world.
In August 2018, Paramount Network launched its first-ever Stories Matter - Storytelling Lab initiative, which aims to install filmmaking and editing equipment in schools across underrepresented communities in the U.S. Paramount Network plans to bring the best of the Storytelling Lab stories to its audiences, online and on television, to amplify these untold stories.
Paramount’s Kindergarten to Cap & Gown

Paramount Pictures’ signature program mentors students through their educational experience, targeting three partner schools in Paramount’s Los Angeles neighborhood.
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VIMN’s multi-award-winning MTV Staying Alive Foundation engages in fighting the stigma, spread and threat of the HIV and AIDS epidemic globally by creating engaging media content such as MTV Shuga and funding youth-led, grassroots prevention projects.
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MTV’s Emmy Award-winning “Look Different” campaign helps America’s youth better recognize and challenge hidden racial, gender and anti-LGBT biases, empowering them to create a more equal future.
REGULATION AND PROTECTION OF OUR INTELLECTUAL PROPERTY
We are, fundamentally, a media content company, so the trademark, copyright, patent and other intellectual property laws that protect our brands and entertainment content are of paramount importance to us. See the section entitled “INTELLECTUAL PROPERTY” below for more information on our brands. Our businesses and the intellectual property they create or acquire are subject to and affected by laws and regulations of U.S. federal, state and local governmental authorities, and our international rights and operations are subject toas well as laws and regulations of local countries other than the U.S. and pan-national bodies such as the European Union

(“EU”). The laws and regulations affecting our businesses are constantly subject to change as are the protections that those laws and regulations afford us. The discussion below doesdescribes certain, but not describe all, present and proposed laws and regulations affecting our businesses and other factors could arise or increase in importance.businesses.
Certain Regulations Affecting Our Business
Set-Top Box Rule-MakingChildren’s Programming
In February 2016, the FCC issued a notice of proposed rule-makingOur business is subject to increase competitionvarious regulations, both in the cableU.S. and satellite set-top box market. As initially conceived, the FCC rules would require multi-channel video programming distributors (“MVPDs”)abroad, applicable to provide competitors (i) channel-by-channel information about what video programming is available; (ii) information about what a competitive device or software is permitted to do with that video programming, such as recording; and (iii) the video programming itself. Such rules would permit MVPD competitors to re-package and monetize cable service, potentially threatening cable programmers’ advertising revenue and raising other concerns for cable programmers, including Viacom. In formal comments to the agency, the cable, satellite and telecommunications industries opposed the proposal, expressing concern with any competitive set-top box rule that would negatively impact protections incorporated into programming

distribution agreements, including protections related to advertising, copyright enforcement, program diversity and consumer privacy. In September 2016, FCC Chairman Thomas Wheeler announced a shift away from the agency’s initial proposal, but provided few details. The Commission may approve final rules by the end of 2016; there can be no assurance regarding what such final rules may provide or what the impact on the Company may be.

Children’s Programming
children’s programming. Since 1990, federal legislation and FCC rules of the U.S. Federal Communications Commission (the “FCC”) have limited the amount and content of commercial matter that may be shown on cable channels during programming designed for children 12 years of age and younger. Inyounger, and since 2006 the FCC amended its rules to limithas limited the display of certain commercial website addresses during children’s programming. SomeIn July 2018, the FCC initiated rulemaking to revise its children’s programming rules. We are participating in that process. In addition, some policymakers have sought limitations on food and beverage marketing in media popular with children and teens, and in 2013, the White House hosted a summit to encourage voluntary efforts to limit food marketing to children. Restrictionsteens. For example, restrictions on the television advertising of foods high in fat, salt and sugar (“HFSS”) to children aged 15 and under have been in place in the UK since 2007 and were enacted in Ireland in 2013.2007. The UK government is currently considering tighter controls, including a ban on all HFSS advertising before 9:00 p.m. Various laws with similar objectives have also been enacted in France,Ireland, Turkey, Mexico, Chile, Peru, Taiwan and South Korea, and significant pressure for similar restrictions continues to be felt globally, most acutely in Australia, Brazil, Canada, Colombia, India, Slovenia, South Africa and Turkey.France. The implementation of these or similar limitations and restrictions could have a negative impact on our Media Networks advertising revenues, particularly for our networks with programming for children and teens.

Global Data Protection Laws and Children’s Privacy Laws
OtherA number of data protection laws impact, or may impact, the manner in which Viacom collects, processes and transfers personal data. Most notably, the EU’s General Data Protection Regulation (“GDPR”), which went into effect in May 2018, expands data protection compliance obligations and authorizes significantly increased fines for noncompliance, requiring additional compliance resources and efforts on our part. Further, a number of other regions where we do business, including the U.S., Asia, and Latin America, have enacted or are considering new data protection regulations that may impact our business activities that involve the processing of personal data. In addition, some of the mechanisms Viacom relies upon for the transfer of personal data from the EU to the U.S., such as utilizing standard contractual clauses approved by the European Commission (“EC”), have been subject to legal challenges, and the EU-U.S. Privacy Shield framework, which permits the transfer of personal data from the EU to the U.S., is subject to review by the relevant EU and U.S. authorities. The outcomes of these proceedings are uncertain and may require changes to our international data transfer mechanisms. 
In addition, we are subject to other laws and regulations intended specifically to protect the interests of children, include measures designed to protectincluding the privacy of minors online. The U.S. Children’s Online Privacy Protection Act (“COPPA”) limits the collection by operators of websites or online services of personal information online from children under 13 years of age. In addition to COPPA, the EU’s GDPR also limits our ability to process data from children under the age by operators of websites or online services.16. We have been required to limit some functionality on our websites and apps as a result of these regulations. Such regulations also limitrestrict the types of advertising we are able to sell on these sites and apps and impose strict liability on us for certain actions of Viacom, advertisers and other third parties, which could affect advertising demand and pricing. State and federal policymakers are also considering regulatory and legislative methods to protect consumer privacy on the Internet, and these efforts have focused particular attention on children and teens.

Compliance with enhanced data protection laws requires additional resources and efforts on our part, and noncompliance with personal data protection regulations could result in increased regulatory enforcement and significant monetary fines.
UK Regulations Affecting Channel 5 Business
As a public service broadcaster (“PSB”) in the UK, Channel 5 is subject to certain OFCOM broadcasting regulations that impose detailed obligations including mandating the proportion of total programming and programming during peak hours that must be original productions; the hours devoted to news and current affairs; and the proportion of commissioned programming that must be made by independent producers. Channel 5 has also undertaken to air a certain amount of UK-originated children’s programming. Like all UK broadcasters, Channel 5 must abide by the OFCOM Broadcasting Code, which contains content and scheduling regulations surrounding such issues as harm and offense, protection of individuals under the age of 18, privacy, fairness and product placement; and by OFCOM’s Code on the Scheduling of Television Advertising, which contains regulations surrounding the amount and scheduling of advertising. In addition, parties have in the past retransmitted the programing of Channel 5 without a license under a claim that such retransmission was lawful; the law in this area remains unsettled.

EU Commission’s Digital Single Market Strategy
The European Commission (the “EC”)EC continues to aggressively pursue its Digital Single Market (“DSM”) Strategy, which containedcontains a broad range of proposals designed to create a more complete EU-wide market for digital goods and services, several of which are likely to impact Viacom’s businesses. The territorial nature of copyright has been identified by the EC as one of the main barriers to a single European market, and there has been strong pressure from politicians to undermine content owners’ commercial freedom to distribute exclusively on a territorial basis.
The EC published DSM-related legislative proposals in each of May 2016 and September 2016. Several of these proposals currently under consideration by the European Parliament and Council, are of particular relevance to Viacom’s business practices in Europe given their potential for curtailingimpact on content owners’ exclusive control over distribution decisions for film and television productions. For example,In June 2017, the EC has proposed a Portability Regulation which requires went into effect, requiring

online content providers to ensure that their subscribers can access content while temporarily in another EU country. Another regulation currently under consideration by the EU Parliament and Council seeks to extend the EU Satellite and Cable Directive to permit EU-wide licenses for rights included in broadcasters’ online ancillary services, with the aim of making it easier for platforms to respond to passive sales requests for those services from other EU countries without contravening copyright law. Both of these proposals undermine the principle of territorial exclusivity under copyright and would make it difficult for content owners to enforce their rights. A further proposal would entitle talent to seek additional non-contractual compensation through the courts for highly-successful works, and could force us to publicly disclose confidential and proprietary revenue information.

which would raise our operating expenses.
The EC has also proposedadopted a number of reforms to the Audio-Visual Media Services Directive, which sets content and advertising rules for European broadcasters. These includeThe revised Directive is expected to become effective at the end of 2018, followed by a reduction in21-month implementation period for states to adopt the levelregulations at the national level. A liberalization of advertising regulation for “traditional”minutage restrictions on linear channels could cause shifts of advertising spending between broadcasters with an extensionadverse impact on some of child protection obligations to “video sharing sites,” someour international channels in certain EU countries. In addition, changes to the operation of the “country‘country of origin”origin’ rule, which allows pan-EU broadcasters to be regulated in a single EU jurisdiction, while broadcasting into other EU countries, and a proposal for a 20% EU content quota for online services. These proposals will also be the subject of Parliamentary and Councilcould increase scrutiny with final agreement expected in late 2017. If enacted, these proposals could limit consumer choice and increase consumer costs in the EU.

The ongoing exclusion of the UK from legislative negotiations in the wake of the non-binding referendum in June 2016 on the UK’s withdrawal from the EU (“Brexit”) could lead to additional changes in the regulatory environment that could impact our ability to use UK law under “country of origin” rules for programming in the EU, potential trade barriers between the UK and the EU and between the UK and other countries, and potential content production quota regulations. Given that a portion of our business is conducted in the EU, including the UK, anylicensing location decisions, and allow countries to impose levies on services licensed outside of these effects of Brexit, and others we cannot anticipate, could have a material adverse effect on our business, operating results, financial condition and cash flows.

their jurisdiction.
Restrictions on FilmContent Distribution
In addition to the regulations regarding territorial licensing in the EU discussed above, numerous countries around the world impose restrictions on the numberamount and nature of filmscontent that may be distributed in that country.
Such regulations in China have the greatest impact, as only 34 foreign films, canas selected by relevant authorities in China, may be distributed annually on a revenue share basis based on box office performance. Those films are selectedIn addition, in September 2018, China’s film and television regulator, the National Administration of TV and Radio, published proposed regulations that would severely limit the streaming and broadcasting of foreign film and television content in China, further reducing foreign access to the Chinese market.
UK Regulations Affecting Channel 5 Business
As a PSB in the UK, Channel 5 is subject to certain OFCOM broadcasting regulations that impose detailed obligations including mandating the proportion of total programming and programming during peak hours that must be original productions; the hours devoted to news and current affairs; and the proportion of commissioned programming that must be made by relevant authorities in China. In November 2015, China’s National People’s Congress issuedindependent producers. Channel 5 has also undertaken to air a draftcertain amount of its Film Industry Promotion Law for public comment. The period for public comment closed on DecemberUK-originated children’s programming. Like all UK broadcasters, Channel 5 2015. The draft law includes provisionsmust abide by the OFCOM Broadcasting Code, which contains content and scheduling regulations relating to harm and offense, protection of individuals under the age of 18, privacy, fairness and product placement, and by OFCOM’s Code on the development, production, distributionScheduling of Television Advertising, which contains regulations on the amount and screeningscheduling of films, as well as supportive and preferential policies to promote the Chinese film industry.  Several provisions could be problematic for theatrical distribution of our feature films in China, including creation of a two-thirds screen quota for domestic Chinese films and a requirement that Chinese cinemas “properly arrange” screenings and time slots for domestic films. The new law could be formally adopted by the end of 2016.

Data Transfers from the EU to the U.S.
In October 2015, the Court of Justice of the European Union (“CJEU”) invalidated the U.S. - EU Safe Harbor (“Safe Harbor”), a framework permitting the transfer of data from the EU to the U.S. for companies that complied with the framework’s requirements and one of the mechanisms by which data was permissibly transferred from the EU to the U.S. in compliance with the EU Data Protection Directive (the “Directive”). Viacom was first certified under the Safe Harbor in 2011. The CJEU’s decision affected the legal framework within which Viacom was permitted to transfer data from the EU to the U.S., requiring us to rely on alternative mechanisms permitted under the Directive such as consent and EU-specified standard contractual clauses.  The Safe Harbor was replaced with the EU - U.S. Privacy Shield (“Privacy Shield”) in July 2016 and, starting on August 1, 2016, the Privacy Shield was made available to companies for self-certification. Viacom has self-certified with the Privacy Shield. Nevertheless, some of the mechanisms permitting transfer of data from the EU to the U.S. have been subject to challenges, whose outcomes remain uncertain.advertising.
Program Access
Under the U.S. Communications Act of 1934, as amended, vertically integrated cable programmers are generally prohibited from entering into exclusive distribution arrangements or offering different prices, terms or conditions to competing MVPDs unless the differential is justified by certain permissible factors set forth in the regulations promulgated by the FCC. Our wholly-owned program services are not currently subject to these program access rules. Because we and CBS are under common control, each company’s businesses, as well as the businesses of any other commonly controlled company, may be attributable to the other companies for purposes of the program access rules, and therefore the businesses and conduct of CBS could have the effect of making us subject to the rules. In September 2016, the FCC proposed to expand the scope of its rules implementing the program access provisions of the Communications Act. If Viacom or its programming agreements were to become subject to the program access rules, our flexibility to negotiate the most favorable terms available for our content and our ability to offer cable television operators exclusive programming could be adversely affected.
Protecting our Content from Copyright Theft
The unauthorized reproduction, distribution, exhibition or other exploitation of copyrighted material interferes with the market for copyrighted works and disrupts our ability to create, distribute and monetize our content. The theft of motion pictures,films, television and other entertainment content presents a significant challenge to our industry, and we take a number of steps to address this concern. Where possible, we make use of technological protection tools, such as encryption, to protect our content.

We are actively engaged in enforcement and other activities to protect our intellectual property, includingincluding: monitoring online destinations that distribute or otherwise infringe our content and sending takedown or cease and desist notices in appropriate circumstances; using filtering technologies employed by some user-generated content sites; and pursuing litigation and referrals to law enforcement with respect to websites and other online platforms that distribute or facilitate the distribution and exploitation of

our content without authorization. WeThrough partnerships with various organizations, we also are actively engagedinvolved in educational outreach to the creative community, labor unions, state and federal government officials and other stake holders in an effort to marshal greater resources to combat copyright theft. Additionally, we participate in various industry-wide enforcement initiatives, public relations programs and legislative activities on a worldwide basis. We have had notable success with site-blocking efforts in Europe and Asia, which can be effective in diverting consumers from piracy platforms to legitimate platforms. We are also making good progress with EU proposals that increase the obligations of online platforms to compensate content owners when their works are used on user-posted content sites.
Notwithstanding these efforts and the many legal protections that exist to combat piracy, the proliferation of content theft and technological tools with which to carry it out continue to be a challenge. The failure to maintain enhanced legal protections and enforcement tools and to update those tools as threats evolve could make it more difficult for us to adequately protect our intellectual property, which could negatively impact its value and further increase the costs of enforcing our rights as we continue to expend substantial resources to protect our content.
INTELLECTUAL PROPERTY
We create, own and distribute intellectual property worldwide. It is our practice to protect our motion pictures,films, programs, content, brands, formats, characters, games, publications and other original and acquired works, and ancillary goods and services. The following brands, logos, trade names, trademarks and related trademark families are a few of those strongly identified with the product lines they represent and are significant assets of the Company: Viacom®, Nickelodeon®, Comedy CentralNick Jr.®, MTV®, MTV2BET®, VH1Comedy Central®, Paramount Network®, Nick at Nite®, Nicktoons®, TeenNick®, MTV2®, MTV Classic™, SPIKEClassic®, BETVH1®, CMT®, TV Land®, Nick at Nite®, Nick Jr.Logo®, Channel 5® (UK), LogoMilkshake!TM, Telefe® (Argentina), Colors®, Nicktoons®, TeenNickSPIKE®, Paramount Channel™, mtvUMTV Live®, Palladia®TM, BET Networks®, CENTRICBET Her®TM, BET Gospel®, BET Hip Hop®, BET.com®, BET Mobile®, Tr3s®, VIVA™, Paramount Pictures®, Paramount Players™, Paramount Animation®, Paramount Television™, Paramount Vantage®, Paramount Classics®, Paramount Animation®, Insurge Pictures®, MTV Films®, Nickelodeon Movies™, Paramount Television™SLIME®, AwesomenessTV®, WhoSay®, VidCon®, Viacom Digital Studios™, Viacom Vantage™, Viacom Velocity™ and other domestic and international program services and digital properties.
EMPLOYEES AND LABOR MATTERS
As of September 30, 2016,2018, we employed approximately 9,30010,400 full-time and part-time employees worldwide, and had approximately 700960 additional project-based staff on our payroll. We also use many other temporary employees in the ordinary course of our business.
ThroughOur Filmed Entertainment segment, through in-house, affiliated and third-party production service companies, our Filmed Entertainment division engages the services of writers, directors, performers, musicians and various crew members who are subject to certain industry-wide and/or specially negotiated collective bargaining agreements. The Alliance of Motion Picture and Television Producers is a multi-employer trade association, which, along with and on behalf of hundreds of member companies including Paramount Pictures, negotiates the industry-wide collective bargaining agreements with these parties. The agreements with the writers, directors and performers will expire in 2017. Certain collective bargaining agreements that apply to specific companies have been successfully negotiated orin the past, and we expect will be negotiated as the need arises in the future.
ThroughOur Media Networks segment, through in-house and third-party production service companies, in connection withengages for certain of our productions our Media Networks division engages the services of writers, directors, performers, musicians and various crew members who are subject to certain specially negotiated collective bargaining agreements or one-off letter agreements. Since these agreements are entered into on a per-channel or per-project basis, negotiations happenoccur on various agreements throughout the year. The collective bargaining agreements covering various crew members on certain of our Media Networks productions are due to expire December 31, 2019.
Any labor dispute with the labor organizations that represent any of these parties could disrupt our operations and reduce our revenues.
FINANCIAL INFORMATION ABOUT SEGMENTS AND FOREIGN AND DOMESTIC OPERATIONS
Financial and other information by reporting segment and revenues by geographic area for fiscal years 2016, 2015 and 2014 are set forth in Note 19 to our Consolidated Financial Statements.

AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy and information statements and other information with the Securities and Exchange Commission (the “SEC”). Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to such reports filed with or furnished to the SEC pursuant to the Securities Exchange Act of 1934, as amended, will be available free of charge on our website at www.viacom.com (under “Investor Relations”) as soon as reasonably practicable after the reports are filed with the SEC. These documents are also available on the SEC’s website at www.sec.gov.

OUR EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each person who serves as a Viacom executive officer.
NameAgePosition
Robert M. Bakish54President and Chief Executive Officer; Director
Christa A. D’Alimonte49Executive Vice President, General Counsel and Secretary
Wade Davis46Executive Vice President, Chief Financial Officer
DeDe Lea54Executive Vice President, Global Government Affairs
Information about each of our executive officers is set forth below.
Robert M. BakishMr. Bakish has been our President and Chief Executive Officer and a member of our Board of Directors since December 2016, having served as Acting President and Chief Executive Officer beginning November 2016. Mr. Bakish joined the predecessor of Viacom in 1997 and has held leadership positions throughout the organization, including as President and Chief Executive Officer of Viacom International Media Networks and its predecessor company, MTV Networks International (“MTVNI”), from 2007 to 2016; President of MTVNI; Executive Vice President, Operations and Viacom Enterprises; Executive Vice President and Chief Operating Officer, MTV Networks Advertising Sales; and Senior Vice President, Planning, Development and Technology. Before joining Viacom’s predecessor, Mr. Bakish was a partner with Booz Allen Hamilton in its Media and Entertainment practice. Mr. Bakish has served as a director of Avid Technology, Inc. since 2009.
Christa A. D’AlimonteMs. D’Alimonte has been our Executive Vice President, General Counsel and Secretary since April 2017. Prior to that, she was Senior Vice President, Deputy General Counsel and Assistant Secretary beginning November 2012. Prior to joining Viacom, Ms. D’Alimonte was a partner of Shearman & Sterling LLP, where she was Deputy Practice Group Leader of the Firm’s Global Mergers & Acquisitions group. She first joined Shearman & Sterling in 1993 and became a partner in 2001.
Wade DavisMr. Davis has been our Executive Vice President, Chief Financial Officer since November 2012. Prior to that, he served as Executive Vice President, Strategy and Corporate Development beginning August 2009, as Senior Vice President, Mergers & Acquisitions and Strategic Planning from January 2007 to August 2009 and as Senior Vice President of Mergers & Acquisitions beginning January 2006. Prior to joining Viacom, Mr. Davis was an investment banker in the technology and media sectors for more than a decade.
DeDe LeaMs. Lea has been our Executive Vice President, Global Government Affairs since January 2013, having previously served as Executive Vice President, Government Relations beginning November 2005. Prior to that, she was Senior Vice President, Government Relations of the predecessor of Viacom beginning September 2005. Prior to that, she served as Vice President of Government Affairs at Belo Corp. from 2004 to 2005 and as Vice President, Government Affairs of Viacom’s predecessor from 1997 to 2004.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition,” contains 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 are discussed in “Item 1A. Risk Factors” below. Other risks, or updates to the risks discussed below, may be described in our news releases and filings with the SEC, including but not limited to our reports on Form 10-Q and Form 8-K. The forward-looking statements included in this document are made only as of the date of this document, and we do not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.
OUR EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each person who serves as a Viacom executive officer.
NameAgePosition
Thomas E. Dooley60President and Chief Executive Officer; Director
Wade Davis44Executive Vice President, Chief Financial Officer
Michael D. Fricklas56Executive Vice President, General Counsel and Secretary
Katherine Gill-Charest52Senior Vice President, Controller
DeDe Lea51Executive Vice President, Global Government Affairs
Scott Mills48Executive Vice President and Chief Administrative Officer
Information about each of our executive officers is set forth below.
Thomas E. Dooley

Mr. Dooley has been our President and Chief Executive Officer since August 18, 2016. He has informed the Company of his decision to depart the Company but has agreed to remain in his position through November 15, 2016. Prior to his current position, he served as our Senior Executive Vice President beginning in September 2006 and added the additional role of Chief Operating Officer in May 2010. He has served as a member of our Board since January 1, 2006. He served as our Chief Administrative Officer from September 2006 to May 2010 and as our Chief Financial Officer from January 2007 to September 2010. Mr. Dooley was Co-Chairman and Chief Executive Officer of DND Capital Partners, L.L.C., a private equity firm specializing in media and telecommunications investments that he co-founded with Mr. Dauman, from May 2000 until September 2006. Before that, Mr. Dooley held various corporate and divisional positions at the predecessor of Viacom, which he first joined in 1980, including Deputy Chairman and member of its Executive Committee. Mr. Dooley served as a director of Sapphire Industrials Corp. from 2007 to 2010.
Wade Davis

Mr. Davis has been our Executive Vice President, Chief Financial Officer since November 2012. Prior to that, he served as Executive Vice President, Strategy and Corporate Development beginning in August 2009, as Senior Vice President, Mergers & Acquisitions and Strategic Planning from January 2007 to August 2009 and as Senior Vice President of Mergers & Acquisitions beginning January 1, 2006. Prior to joining Viacom, Mr. Davis was an investment banker in the technology and media sectors for more than a decade.

Michael D. FricklasMr. Fricklas has been our Executive Vice President, General Counsel and Secretary since January 1, 2006. Prior to that, he was Executive Vice President, General Counsel and Secretary of the predecessor of Viacom beginning in May 2000 and Senior Vice President, General Counsel and Secretary from October 1998 to May 2000. He first joined Viacom’s predecessor in July 1993, serving as Vice President and Deputy General Counsel and assuming the title of Senior Vice President in July 1994.
Katherine Gill-Charest

Ms. Gill-Charest has been our Senior Vice President, Controller and Chief Accounting Officer since October 2010. Prior to that, she was Senior Vice President, Deputy Controller beginning in April 2010 and Vice President, Deputy Controller from May 2007 to April 2010. Prior to joining Viacom, Ms. Gill-Charest served as Chief Accounting Officer of WPP Group USA from November 2005 to May 2007 and as its Vice President, Group Reporting from February 2001 to November 2005.
DeDe Lea

Ms. Lea has been our Executive Vice President, Global Government Affairs since January 2013, having previously served as Executive Vice President, Government Relations beginning in November 2005. Prior to that, she was Senior Vice President, Government Relations of the predecessor of Viacom beginning in September 2005. Prior to that, she served as Vice President of Government Affairs at Belo Corp. from 2004 to 2005 and as Vice President, Government Affairs of Viacom’s predecessor from 1997 to 2004.
Scott Mills

Mr. Mills has been our Executive Vice President and Chief Administrative Officer since May 2015. Previously, he was Executive Vice President, Human Resources and Administration beginning in October 2012. Prior to that, he was President and Chief Operating Officer of BET Networks beginning in July 2007, its President of Digital Media from August 2006 to July 2007 and its Chief Financial Officer beginning in 2003. He first joined BET Networks in 1997, serving as Senior Vice President of Strategy & Business Development, and served as Executive Vice President and Chief Operating Officer of BET Interactive from 1999 to 2003. Mr. Mills has served as a director of Principal Financial Group Inc. since July 2016.
Item 1A. Risk Factors.
A wide range of risks may affect our business, and financial condition andor results of operations, now and in the future. We consider the risks described below to be the most significant. There may be other currently unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results.

business, financial condition or results of operations.
The Company’sChanges in Consumer Behavior, as Well as New Technologies, Distribution Platforms and Packaging, May Negatively Affect Our Business, Financial Condition or Results of Operations
Technology and Stock Prices May Be Adversely Affectedbusiness models in our industry continue to evolve rapidly, and new distribution platforms, as well as increased competition from new entrants and emerging technologies, have added to the complexity of maintaining predictable revenue streams.
Technological advancements have driven changes in consumer behavior and empowered consumers to seek more control over when, where and how they consume content and have affected the options available to advertisers for reaching their target audiences. For example, the evolution of consumer preferences away from linear pay television, away from physical towards digital services, and away from rental and purchased services towards subscription services, and the substantial increase in availability of programming without advertising or adequate methodologies for audience measurement, may continue to have an adverse effect on our business, financial condition or results of operations. In addition, consumers are increasingly using time-shifting and advertising-blocking technologies that enable users to fast-forward or circumvent advertisements, and substantial use of these technologies could impact the attractiveness of our programming to advertisers, adversely affecting our advertising revenue.
In response to perceived consumer demand, distributors of programming and program services are continuing to develop alternative offerings for consumers, including smaller, often customizable programming packages known as “skinny bundles,” which are delivered at lower costs than traditional offerings; SVOD services; ad-supported, free video-on-demand services; and original programming hosted on social media platforms. If these alternative offerings continue to gain traction and our networks and brands are not included in those packages and services, or if consumers increasingly favor alternative offerings over traditional cable subscriptions, we may experience a decline in viewership and ultimately demand for our programming, which could lead to lower affiliate and advertising revenues. These changing distribution models may also impact our ability to negotiate carriage deals on terms favorable to us, thereby having an adverse effect on our business, financial condition or results of operations.
In order to respond to these developments, we regularly consider and from time to time implement changes to our business models and strategies to remain competitive, and there can be no assurance that we will successfully anticipate or respond to these developments, that we will not experience disruption as we respond to the developments, or that the business models we develop will be as profitable as our current business models. Our inability to protect and exploit the value of our content, while adapting to and developing new technology and business models to take advantage of advancements in technology and the latest consumer preferences, could have an adverse effect on our business, financial condition or results of operations.
Our Businesses Operate in an Industry That Is Highly Competitive and Swiftly Consolidating
Companies in the television programming, film, digital, consumer products, live events and recreation businesses depend on the popularity of content and other offerings, appeal to advertisers and widespread distribution of their content. We compete with other media companies to attract creative talent and produce high quality content, and for distribution on a variety of third-party platforms to draw large audiences. Competition for talent, content, audiences, advertising and distribution is intense and comes

from broadcast television, other cable networks (including our own), OTT distributors, social media platforms, film studios and independent film producers and distributors, consumer products companies and other entertainment outlets and platforms, as well as from search, social networks, program guides and “second screen” applications. Further, competition from additional entrants into the market for development and production of original programming, such as Apple, Facebook, YouTube, Netflix, Amazon and Hulu, continues to increase.
Our ability to obtain widespread distribution on favorable terms, which contributes to our ability to attract audiences and, in turn, advertisers, is adversely affected by the Uncertainty Stemming from Ongoing Transitions Involving Our Boardconsolidation of programmers, distributors (including telecom companies) and Managementtelevision service providers. This consolidation reduces the number of distributors with whom we negotiate and Related Changesincreases the negotiating leverage and market power of the combined companies. In addition, consolidation in Strategy, including a Potential Business Combination with CBS and the Recent Creationfilm business may adversely affect the distribution of our Global Entertainment Group Withinfilms on various platforms.
In addition, our competitors include market participants with interests in multiple media businesses that are often vertically integrated, whereas our Media Networks Segment
The recentbusiness generally relies on distribution relationships with third parties. As more cable and highly public controversy relatingsatellite operators, Internet service providers, telecom companies and other content distributors, aggregators and search providers create or acquire their own content, they may have significant competitive advantages, which could adversely affect our ability to the Company’s governance created a significant degree of uncertainty with respect to the Company and we have undergone significant transitions on our Board and among our senior management. For example, our former Executive Chairman, President and Chief Executive Officer resigned effective August 18, 2016. His successor, our interim President and Chief Executive Officer, subsequently informed our Board of his decision to remainnegotiate favorable terms for distribution or otherwise compete effectively in the position until November 15, 2016 anddelivery marketplace. Our competitors could also have preferential access to depart the Company thereafter, and on October 31, 2016 we announced that Robert Bakish had been appointed Acting President and Chief Executive Officer as of November 15, 2016.
In addition, on September 29, 2016, our Board received a letter from National Amusements requesting that our Board explore a potential combination of Viacom and CBS. 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. We are subject to various uncertainties and risks related to a potential combination with CBS, including that an agreement mayimportant technologies, customer data or may not be reached with CBS or may take an uncertain amount of time; that such a transaction would not necessarily require approval of our stockholders other than National Amusements; that terms of any potential transaction with CBS (including the applicable price and/or exchange ratio) are not known; and that the effect of any potential transaction (or absence of a transaction) on the Company and its business cannot be ascertained at this time.
Also, we announced on October 31, 2016 the creation of our Global Entertainment Group as a new brand group within our Media Networks segment to combine VIMN, our former Music & Entertainment Group (which included MTV, Comedy Central, VH1, Spike and Logo),competitive information, as well as TV Landsignificant financial resources.
This competition and CMT. We also announcedconsolidation could result in lower ratings and advertising, lower affiliate and other revenues, and increased content costs and promotional and other expenses, negatively affecting revenue and profitability for us. There can be no assurance that our former Kids & Family Group

wouldwe will be reestablished asable to compete successfully in the Nickelodeon Group to exploit growth opportunitiesfuture against existing or new competitors, or that competition or consolidation in all facets of the kids segment, including recreation and hospitality.

Some or all of the foregoing factors have had and/or maymarketplace will not have an adverse impacteffect on the Company’s ability to negotiate contractual arrangements on commercially advantageous terms; to attract, retain and motivate key management and employees; to access the capital markets on the most cost-efficient terms; and otherwise to operate itsour business, in the most efficient manner. Somefinancial condition or all of these factors have caused and/or may cause volatility in our stock price, have imposed and/or may impose significant demands on the time of senior management and have had and/or may have an adverse impact on the business operations, financial position and results of operations of the Company.operations.

Our Success is Dependent upon Public Acceptance of ourDepends on Our Ability to Maintain Attractive Brands and Produce Popular Programming, Motion PicturesFilms and Other Entertainment Content, which isWhich Is Difficult to Predict
Consumer acceptance of ourOur ability to maintain attractive brands and generate popular entertainment content, successful tentpole events and retailconsumer products, recreation and live events offerings isare key to the success of our business and our ability to generate revenues. The production and distribution of programming, motion picturesfilms and other entertainment content is inherently risky because the revenues we derive from various sources primarily depend on the public’s acceptance of our content, which is difficultability to predict. Consumer acceptancesatisfy consumer tastes and expectations in a consistent manner. The popularity of our content is affected by our ability to maintain or develop strong brand awareness and target key audiences, the quality and acceptanceattractiveness of competing entertainment content and the availability of alternative forms of entertainment and leisure time activities, including online, mobile and other offerings. Audience tastes change frequently and it is a challenge to anticipate what offerings will be successful at any point in time. We invest substantial capital in our content, including in the production of original content on our networks, in our films and in our motion pictures,television production business, before learning the extent to which it will garner consumer acceptance. In addition, general economic conditions affect our audience’s discretionary spendingcritical success and therefore their willingness to access our content.popularity with consumers.
In our Media Networks business, consumer acceptancethe popularity of our brands and programming has a significant impact on the revenues we are able to generate from advertising, affiliate fees, consumer products, and other licensing activities. Our ability to successfully predict and adapt to changing consumer tastes and preferences outside the U.S. also impacts our ability to expand our presence internationally.
In our Filmed Entertainment business, the theatrical performance of a motion picturefilm affects not only the theatrical revenues we receive but also those from other distribution channels, such as home entertainment, television, various other platforms and apps and licensed consumer products.
As a result, a lack of consumer acceptancepopularity of our offerings could have a materialan adverse effect on our business, financial condition or results of operations in a particular period or over a longer term.
Our Advertising Revenues Have Been and May Continue to Be Adversely Impacted By Declines in Linear Television Viewing, Deficiencies in Audience Measurement and Advertising Market Conditions
We derive substantial revenues from the sale of advertising on Various Platforms Adversely Impacts Our Program Ratingsa variety of platforms, and Adversely Affects Our Advertisinga decline in advertising revenues could have a significant adverse effect on our business, financial condition or results of operations in any given period.
Consumers are increasingly turning to online sources for viewing and Affiliate Revenuespurchasing content, and an increasing number of companies offer SVOD services, including some that offer exclusive high-quality original video programming and programming delivered directly to consumers over the Internet. The increasing number of entertainment choices available to consumers has intensified audience fragmentation and reduced the viewing of content through traditional and virtual multichannel video providers, which has caused, and likely will continue to cause, audience ratings declines for our cable networks and may adversely affect the pricing and volume of advertising.
Advertising
In addition, advertising sales are largely dependent on audience measurement, and the results of audience measurement techniques can vary for a variety of reasons, including the platforms on which viewing is measured and variations in the employed statistical sampling methods.methods used. While Nielsen’s statistical sampling method is the primary measurement technique used in our television advertising sales, we measure and monetize our campaign reach and frequency on and across digital platforms based on other third-party data as well as first-party data using a variety of methods, including the number of impressions served and demographics. In addition, multi-platform campaign verification remains in its infancy, and viewership on tablets, smartphones and other mobile devices, which continues to grow rapidly, still is not measured by any one consistently applied method. These variations and changes could have a significant effect on our advertising revenues.
In our Media Networks business, our advertising revenues typically are a product of measured audience size and pricing, which reflect market conditions and are impacted by measurement difficulties. Depending on the success of our programming at any given time, one or more of our cable networks can experience ratings fluctuations that negatively affect our advertising revenues. The use of new ratings and measurement technologies, and viewership on platforms or devices that is not being measured, could have an impact on our measured audience size. For example, while C-3, a current television industry ratings system, measures live commercial viewing plus three days of DVR and video-on-demand playback, the growing viewership occurring on subsequent days of DVR and video-on-demand playback is excluded from C-3 ratings. Poor ratings can lead to a reduction in pricing and advertising spending. Low audience ratings can also negatively affect our ability to negotiate higher affiliate fees and/or limit a network’s distribution potential.

Changes in Consumer Behavior Resulting from New Technologies and Distribution Platforms May Affect Our Viewership and Profitability in Unpredictable Ways
Technology and business models in our industry continue to evolve rapidly. Consumer behavior related to changes in content distribution and technological innovation affect our economic model and viewership in ways that are not entirely predictable.
Consumers are increasingly viewing content on a time-delayed or on-demand basis from traditional distributors, from connected apps and websites and on a wide variety of screens, such as televisions, tablets, mobile phones and other devices. Time-shifting technologies that enable users to fast-forward or skip programming, including commercials, affect the attractiveness of our offerings to advertisers and could therefore adversely affect our revenues. Similarly, new advertising blocking technologies that enable consumers to circumvent online advertisements could also adversely affect our advertising revenues as they impact the attractiveness of our digital offerings to advertisers. In addition, the evolution of consumer preferences away from rental and purchase services towards subscription services may have an economic impact on our revenues that is not completely predictable.
New technologies and distribution platforms are having other effects on the marketplace. Some distributors have taken steps to limit our direct access to consumers or taken positions that they have more expansive rights than we believe we have granted, which, if they prevail, could limit our revenue opportunities. All of these factors create uncertainty in the marketplace, and there can be no assurance that the strategies we develop to address them will be effective.
Our Businesses Operate in Highly Competitive Industries
Companies in the cable network, motion picture, digital and consumer product industries depend on audience acceptance of content, appeal to advertisers and solid distribution relationships. Competition for content, audiences, advertising and distribution is intense and comes from broadcast television, other cable networks (including our own), online and mobile properties, movie studios and independent film producers and distributors, consumer products companies and other entertainment outlets and platforms, as well as from search, social networks, program guides and “second screen” applications. Competition also comes from pirated content.
Increased competition from additional entrants into the market for development and production of original programming, such as Netflix, Amazon and Hulu, increases our content costs as creating competing high quality, original content can require significant investment. Increased competition in the acquisition of programming may also lead to more complex negotiations over acquired rights to the content and the value of the rights we acquire or retain cannot be predicted with certainty in the future.
Our ability to compete successfully depends on a number of factors, including our ability to create or acquire high quality and popular programs and films, adapt to new technologies and distribution platforms, and achieve widespread distribution for our content. More content consumption options increase competition for viewers as well as for programming and creative talent, which can decrease our audience ratings, and therefore potentially our advertising revenues, as well as increase our costs. In addition, our competitors include market participants with interests in multiple media businesses that are often vertically integrated, whereas our Media Networks businesses generally rely on distribution relationships with third parties. As more cable and satellite operators, Internet service providers, other content distributors, aggregators and search providers create or acquire their own content, they may have significant competitive advantages, which could adversely affect our ability to negotiate favorable terms or otherwise compete effectively in the delivery marketplace. Our competitors could also have preferential access to important technologies, customer data or other competitive information. There can be no assurance that we will be able to compete successfully in the future against existing or potential competitors, or that competition will not have a material adverse effect on our business, financial condition or results of operations.
Advertising Market Conditions Could Cause Our Revenues and Operating Results to Decline Significantly in Any Given Period or in Specific Markets
We derive substantial revenues from the sale of advertising on a variety of platforms, and a decline in advertising expenditures could have a significant adverse effect on our revenues and operating results in any given period. The strength of the advertising market can also fluctuate in response to the economic prospects of specific advertisers or industries, advertisers’ current spending priorities and the economy in general, and this may adversely affect our advertising revenues. Natural and other disasters, acts of terrorism, political uncertainty or hostilities could lead to a reduction in advertising expenditures as a result of disrupted programming and services, uninterrupted news coverage and economic uncertainty. Our ability to generate advertising revenue is also dependent on demand for our content, the consumers in our targeted demographics, advertising rates and results observed by advertisers. In addition, theThe pricing and volume of advertising may be affected by shifts in spending

toward online and mobile offerings from more traditional media, or toward new ways of purchasing advertising, such as through automated purchasing dynamic advertising insertion, third parties selling local advertising spots and advertising exchanges, some or all of which may not be as advantageous to the Companyus as current advertising methods.
Advertising expendituresThese factors could have an adverse effect on our business, financial condition or results of operations.
Because We Derive a Significant Portion of Our Revenues from a Limited Number of Distributors, the Loss of Affiliation Agreements, Renewal on Less Favorable Terms or Adverse Interpretations Could Have a Significant Adverse Effect on Our Business, Financial Condition or Results of Operations
A significant portion of our revenues are attributable to agreements with a limited number of cable television, direct-to-home satellite television and telecommunications operators, subscription and advertising supported video-on-demand services, and other distributors of our programming and program services. Our affiliation agreements generally have fixed terms that vary by market and distributor, and there can be no assurance that these agreements will be renewed in the future, or renewed on favorable terms, including but not limited to those related to pricing and programming tiers. We may also be affectedunable to modify existing agreements with terms that have over time become less favorable. The loss of favorable packaging and positioning, the loss of carriage on the most widely available cable and satellite programming tiers or the failure to renew our agreements with any distributor, or renew or modify them on favorable terms, could reduce the distribution of our programming and program services and decrease the potential audience for our programs, thereby negatively affecting our growth prospects and revenues from both advertising and affiliate fees.
Similarly, our revenues are dependent on the compliance of major distributors with the terms of our affiliation agreements. As these agreements have grown in complexity, the number of disputes regarding the interpretation, and even validity, of the agreements has grown, resulting in greater uncertainty and, from time to time, litigation with respect to our rights and obligations. For example, some of our distribution agreements contain “most favored nation” (“MFN”) clauses, which provide that if we enter into an agreement with a distributor and such agreement includes specified terms that are more favorable than those held by a distributor holding an MFN right, we must offer some of those terms to the distributor holding the MFN right. These clauses are generally complex and may lead to disagreement over interpretation and application of such clause. Disagreements with a distributor on the interpretation or validity of an agreement could adversely impact our revenues from both advertising and affiliate fees, as well as our relationship with that distributor.
These factors could have an adverse effect on our business, financial condition or results of operations.
Service Disruptions or Failures of, or Cybersecurity Attacks Upon, Our or Our Vendors’ Networks, Information Systems and Other Technologies Could Result in the Disclosure of Confidential or Valuable Business or Personal Information, Disruption of Our Businesses, Damage to Our Brands and Reputation, Legal Exposure and Financial Losses
Networks, information systems and other technologies, including technology systems used in connection with the production and distribution of our programming and films by us or our third-party vendors (“Systems”), are critical to our business activities, and shutdowns or service disruptions of, and cybersecurity attacks upon, these Systems pose increasing risks. Such shutdowns, disruptions and attacks may be caused by third-party hacking of computers and systems; dissemination of computer viruses, worms, malware, ransomware and other destructive or disruptive software; denial of service attacks and other bad acts; human error; and power outages, natural disasters, extreme weather, terrorist attacks or other similar events. Shutdowns,

disruptions and attacks from such events could have an adverse impact on us, our business partners, our employees, our audiences and users of our online, mobile and app offerings, including degradation or disruption of service, loss of data and damage to equipment and data. System redundancy may be ineffective or inadequate, and our disaster recovery and business continuity planning may not be sufficient to cover everything that could happen. Significant events could result in a disruption of our operations, reduced revenues, the loss of or damage to the integrity of data used by management to make decisions and operate our businesses, viewer or advertiser dissatisfaction or a loss of viewers or advertisers, and damage to our reputation or brands. We may not have adequate insurance coverage to compensate us for any losses associated with such events.
We are also subject to risks caused by the misappropriation, misuse, falsification or intentional or accidental release or loss of business or personal data or programming content maintained in our or our third-party vendors’ Systems, including proprietary and personal information (of third parties, employees and users of our online, mobile and app offerings), business information including intellectual property, or other confidential information. Outside parties may attempt to penetrate our Systems or those of our third-party vendors or fraudulently induce employees, business partners or users of our online, mobile and app offerings to disclose sensitive or confidential information in order to gain access to our data or our users’ data, or our programming. The number and sophistication of attempted and successful information security breaches in the U.S. and elsewhere have increased in recent years. If a material breach of our Systems or those of our third-party vendors occurs, the market perception of the effectiveness of our information security measures could be harmed, we could lose advertisers and other business partners as well as users of our online, mobile and app offerings and viewers, and our reputation, brands and credibility could be damaged. In addition, if a material breach of our Systems occurs, we could be required to expend significant amounts of money and other resources to repair or replace such Systems or to comply with notification requirements. We could also be subject to actions by regulatory socialauthorities and claims asserted in private litigation in the event of a breach of our or technological change. For example, Federal legislatorsour third-party vendors’ Systems.
Because the techniques used to obtain unauthorized access to, or disable, degrade or sabotage, these Systems change frequently and regulatorsoften are not recognized until launched against a target, we may be unable to anticipate these techniques, implement adequate preventative measures or remediate any intrusion on a timely or effective basis. Moreover, the development and maintenance of these preventative and detective measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite our efforts, the possibility of these events occurring cannot be eliminated.
Each of these factors could have proposed voluntary guidelinesan adverse effect on advertisingour reputation, business, financial condition or results of operations.
The Failure, Destruction and/or Breach of Satellites and Facilities that We Depend Upon to children in an effort to combat unhealthy eating and childhood obesity, and have considered imposing limitations on the marketingDistribute Our Programming Could Adversely Affect Our Business, Financial Condition or Results of certain movies and regulating product placementOperations
We use satellite systems, fiber and other methods to transmit our program sponsorship arrangements. In addition, privacy regulations make it difficultservices to measure viewership by children.cable television operators and other distributors worldwide. The threatdistribution facilities include uplinks, communications satellites and downlinks. Notwithstanding certain back-up and redundant systems, transmissions may be disrupted as a result of regulatory actionpower outages, natural disasters, extreme weather, terrorist attacks, cyber attacks, failures or increased scrutinyimpairments of communications satellites or on-ground uplinks or downlinks used to transmit programming or other similar events. Currently, there are a limited number of communications satellites available for the transmission of programming, and if a disruption occurs, we may not be able to secure alternate distribution facilities in a timely manner. There can be no assurance that deters certain advertisers from advertising could adversely affect advertising sales and revenue.such failure or disruption would not have an adverse effect on our business, financial condition or results of operations.
Theft of Our Content, Including Digital Copyright Theft and Other Unauthorized Exhibitions of Our Content, May Decrease Revenue Received from Our Programming, Motion PicturesFilms and Other Entertainment Content and Adversely Affect Our Businesses and Profitability

Business, Financial Condition or Results of Operations
The success of our businesses depends in part on our ability to maintain and monetize our intellectual property rights in our entertainment content. We are fundamentally a content company and theft of our brands, motion picturesfilms and home entertainment products, television programming, digital content and other intellectual property affects us and the value of our content. Copyright theft is particularly prevalent in many parts of the world that lack effective copyright and technical protective measures similar to those existing in the U.S. and Europe and/or that lack effective enforcement of such measures. Such foreign copyright theft often creates a supply of pirated content for major markets as well. The interpretation of copyright, piracy and other laws as applied to our content, and our piracy detection and enforcement efforts, remain in flux, and some methods of copyright enforcement have encountered political opposition. The failure to appropriately enforce and/or the weakening of existing intellectual property laws could make it more difficult for us to adequately protect our intellectual property and negatively affect its value.

Content theft is made easier by the wide availability of higher bandwidth and reduced storage costs, as well as tools that undermine encryption and other security features and enable infringers to cloak their identities online. In addition, we and our numerous production and distribution partners operate various technology systems in connection with the production and distribution of our programming and motion pictures,films, and intentional or unintentional acts could result in unauthorized access to our content. The increasing usecontinuing proliferation of digital formats and technologies heightens this risk. For example, new mobile broadcasting tools enable users to livestream content, including copyrighted content, which can lead tonon-browser-based content theft through Internet-connected televisions, set-top boxes and could have an adverse impact on the monetization of ourmobile devices continues to increase and includes illegal re-transmission platforms, OTT subscription services, illicit video-on-demand/streaming services and pre-loaded hardware, providing more accessible, versatile and legitimate-looking environments for consuming pirated film and television content. Unauthorized access to our content could result in the premature release of motion picturesfilms or television shows as well as a reduction in legitimate audiences, which would likely have significant adverse effects on the value of the affected programming.programming and our ability to monetize our content.
Copyright theft has an adverse effect on our business because it reduces the revenue that we are able to receive from the legitimate sale and distribution of our content, undermines lawful distribution channels, reduces the public'spublic’s and some affiliate partners’ perceived value of our content and inhibits our ability to recoup or profit from the costs incurred to create such works.content. While legal protections exist, piracy and technological tools with which to engage in copyright theft continue to escalate, evolve and present challenges for enforcement. We are actively engaged in enforcement and other activities to protect our intellectual property, and it is likely that we will continue to expend substantial resources in connection with these efforts. Efforts to prevent the unauthorized reproduction, distribution and exhibition of our content may affect our profitability and may not be successful in preventing harm to our business.business and may have an adverse effect on our business, financial condition or results of operations.
Increased Costs for Programming, Motion PicturesFilms and Other Rights, and Judgments We Make on the Potential Performance of our Content, May Adversely Affect Our Profits and Balance Sheet

Business, Financial Condition or Results of Operations
In our Media Networks segment, we have historically produced a significant amount of original programming and other content, and continue toas part of our business strategy we invest significantlysignificant resources in this area. Theour flagship brands, in part with the aim of developing higher quality and quantity of original content. In our Filmed Entertainmentsegment’s core business, involveswe invest significant amounts in the production, marketing and distribution of motion pictures, the costs of which are significant. films and television series.
We also acquire programming, motion picturesfilms and television series, as well as a variety of digital content and other ancillary rights such as consumer and home entertainment product offerings, from other companies, and we pay license fees, royalties and/or contingent compensation in connection with these acquired rights. We also license various music rights from the major record companies, music publishers and performing rights organizations, and some of these sources are highly consolidated.
Our investments in original and acquired programming are significant and involve complex negotiations with numerous third parties. These costs may not be recouped when the content is broadcast or distributedparties, and higher costs may lead to decreased profitability or potential write-downs. Further, rapid changes in consumer behavior have increased the risk associated with the success of all kinds of programming. Competition for popular content is intense, and we may have to increase the price we are willing to pay for talent and intellectual property rights, which may result in significantly increased costs. As such, there can be no assurance that we will recoup our investments in programming, films and other content when the content is broadcast or distributed.

Further, increased competition from additional entrants into the market for development and production of original programming, such as Apple, Facebook, YouTube, Netflix, Amazon and Hulu, increases our content costs as they introduce different ways of compensating talent and approaching production. In addition, as competition with these entrants for the creation and acquisition of quality programming continues to escalate, the complexity of negotiations over acquired rights to the content and the value of the rights we aim to acquire may increase, leading to increased acquisition costs, and our ability to successfully acquire content of the highest quality may face greater uncertainty.
The accounting for the expenses we incur in connection with our programming, motion picturesfilms and other content requires that we make judgments about the potential success and useful life of the program or motion picture.film. If our estimates prove to be incorrect, it may result in decreased profitability and the accelerated recognition of the expense and/or write downwrite-down of the value of the asset. For example, weWe estimate the ultimate revenues of a motion picturefilm before it is released based on a number of factors, and we then update our estimate of ultimate revenues, including following a film’s initial domestic theatrical release, based on expected future and actual results. If we reduce our estimate of ultimate revenues, it may result in the accelerations of capitalized film cost amortization. Similarly, if we determine it is no longer advantageous for us to air a program on our media networks, we would accelerate our amortization of the program costs.
An increase in content acquisition costs could also affect our profits. For example, we license various music rights from the major record companies and music publishers, performing rights organizations and others. Some of these sources of music are highly consolidated and certain music costs are subject to adjudicatory procedures in courts or administrative agencies. There can be no assurance that our cost-containment efforts will be as effective as we would like or that we will recoup our investments in programming or motion pictures, which may negatively affect our profitability.
Our Revenues, Expenses and Operating Results May Vary Based on the Timing, Mix, Number and Availability of Our Motion Pictures and Other Programming and on Seasonal Factors
Our revenues, expenses and operating results fluctuate due to the timing, mix, number and availability of our theatrical motion pictures, home entertainment releases and programs for licensing. For example, our operating results may increase or decrease during a particular period relative to the corresponding period in the prior year due to differences in the number and/or mix of films released and the timing of delivery of programming to television and digital distributors. Our operating results also fluctuate due to the timing of the recognition of marketing expenses, which are typically largely incurred prior to the release of motion pictures and home entertainment products, with the recognition of related revenues in later periods.
Our business also has experienced and is expected to continue to experience seasonality due to, among other things, seasonal advertising patterns and seasonal influences on audiences’ viewing habits and attendance. Typically, our revenue from advertising increases in the first quarter of our fiscal year due to the holiday season, among otherThese factors and revenue from motion pictures increases in the summer and around holidays. The effects of these variances make it difficult to estimate future operating results based on the results of any specific quarter.
The Loss of Affiliation Agreements, Renewal on Less Favorable Terms or Adverse Interpretations Could Cause Our Revenues to Decline in Any Given Period or in Specific Markets
We are dependent upon our agreements with cable television, direct-to-home satellite television and telecommunications operators, subscription and advertising supported video-on-demand services, and other distributors of our programming and program services. We have agreements in place with the major cable and satellite distributors and several SVOD and other OTT content distributors, but there can be no assurance that these agreements will be renewed in the future on terms, including pricing, acceptable to us, or at all. While many consumers have a choice of distributors from which to access our content, the loss of carriage on the most widely available cable and satellite programming tiers could reduce the distribution of our programming and program services and decrease the potential audience for our programs, thereby negatively affecting our growth prospects and revenues from both advertising and affiliate fees. Further, the loss of favorable packaging and positioning opportunities with any distributor could reduce revenues from subscriber fees. In addition, as these affiliate agreements have grown in complexity, the number of disputes regarding the interpretation, and even validity, of the agreements has grown, resulting in greater uncertainty and, from time to time, litigation seeking to circumscribe enforcement of our rights or to seek damages under competition and other laws.
Consolidation among Cable, Satellite and Telecommunications Service Providers Has Had, and Could Continue to Have, an Adverse Effect on Our Revenue and Profitability
Consolidation among cable and satellite distributors and telecommunications service providers has given the largest operators considerable leverage and market power in their relationships with programmers. We currently have agreements in place with the major U.S. cable and satellite operators and this consolidation has affected, and could continue to affect, our ability to maximize the value of our content through those distributors. In addition, many of the countries and territories in which we distribute our networks also have a small number of dominant distributors. Continued consolidation within the industry could reduce the number of distributors that carry our programming, subject our affiliate revenues to greater volume discounts, and further increase the negotiating leverage of the cable and satellite television system operators, which could have an adverse effect on our business, financial condition or results of operations.

The DevelopmentLoss of Alternative Offerings for Consumers Has Had,Key Talent Could Adversely Affect Our Business, Financial Condition or Results of Operations
Our business depends upon the continued efforts, abilities and Could Continueexpertise of not only our corporate and divisional executive teams, but also the various creative talent and entertainment personalities with whom we work. For example, we employ or contract with several entertainment personalities with loyal audiences and we produce films with highly regarded directors, producers, writers, actors and other talent. These individuals are important to Have, an Adverse Effect on Our Viewership, Revenue and Profitability
In response to perceived consumer demand, distributors of programming and program services are continuing to develop alternative offerings for consumers. These alternative packages of networks are generally smaller thanachieving the traditional cable package, and some allow the consumer to customize its package of networks to a certain extent. To the extent these alternative packages are widely accepted by consumers in lieu of traditional cable packages, we could experience a decline in subscribers to certainsuccess of our networks, whichprograms, films and other content. There can be no assurance that these individuals will remain with us or will retain their current appeal, or that the costs associated with retaining this and new talent will be reasonable. If we fail to retain these individuals on current terms or if our entertainment personalities lose their current appeal or we fail to attract new talent, our business, financial condition or results of operations could lead to lower affiliate and advertising revenues.

be adversely affected.
Political and Economic Conditions in a Variety of Markets around the World Could Have an Adverse Effect on Our Businesses and Harm OurBusiness, Financial Condition or Results of Operations
Our businesses operate and have customers, partners and audiences worldwide, and we are focused on expanding our international operations in key markets, some of which are emerging markets. EconomicFor that reason, economic conditions in many different markets around the world therefore affect a number of aspects of our businesses, worldwide, in particular revenues in both domestic and international markets derived from advertising sales, theatrical releases, home entertainment distribution, television licensing and sales of consumer products. Economic conditions in each market can also impact our audience’s discretionary spending and therefore their willingness to access our content, as well as the businesses of our partners who purchase advertising on our networks, by causing them to reduce their spending on advertising, and can impact our audience’s discretionary spending.advertising. In addition, as we have expanded our international operations, our exposure to foreign currency fluctuations against the U.S. dollar (compared to, for example, the Argentinian peso, the British pound and the Euro, among others) has increased. Such fluctuations could have an adverse effect on our business, financial condition or results of operations, and net asset balances, and there is no assurance that downward trending currencies will rebound or that stable currencies will remain unchangedstable in any period.
In addition, our businesses are exposed to certain political and economic risks inherent in conducting a global business. These include, among others:
others retaliatory actions by governments reacting to changes in the regulatory environmentother countries, including in the markets where we operate, including the imposition of new regulations or changed interpretations of existing regulations, particularly regarding repatriation of profits, taxation rules and procedures, tariffs or other trade barriers, currency exchange controls, permit requirements, restrictions on foreign ownership or investment, export and market access restrictions, exceptions and limitations on copyright and censorship;
U.S.; potential for longer payment cycles;
issues related to the presence of corruption in certain markets and changes inenforcement of anti-corruption laws and regulations;
increased risk of political instability in some markets as well as conflict and sanctions preventing us from accessing those markets;
wars, acts of terrorism or other hostilities; and
other financial, political, economic or other uncertainties.
These political and economic risks could create instability in any of the markets where our businesses derive revenues, which could result in a reduction of revenue or loss of investment that adversely affects our businesses and harms our financial condition.
For example, voters in the UK approved the non-binding “Brexit” referendum in June 2016. In order to effect Brexit, aThe formal two-year process of negotiation will determine the future terms ofgoverning the UK’s relationship withdeparture from the EU.EU (“Brexit”) began on March 29, 2017. Depending upon the ultimate terms of Brexit, if any, the UK could lose access to the single EU market and to the global trade deals negotiated by the EU on behalf of its members. The effects of the Brexit vote and the perceptions as to the impact of the withdrawal of the UK from the EU may adversely affect business activity, political stability and economic and market conditions in the UK, the Eurozone, the EU and elsewhere and could contribute to instability in global financial and foreign exchange markets, including volatility in the value of the Euro and the British Pound. In addition, Brexit could lead to additional political, legal and economic instability and uncertainty in the EU, including changes in the regulatory environment, which could impact our ability to use UK law under “country of origin” rules for programming in the EU, potential trade barriers between the UK and the EU and between the UK and other countries, and potential content production quota regulations. Given that a portion of our business is conducted in the EU, including the UK, any of these effects of Brexit, and others we cannot anticipate, could have a materialan adverse effect on our business, operating results, financial condition or results of operations.
These political and cash flows.economic risks could create instability in any of the markets where our businesses derive revenues, which could result in a reduction of revenue or loss of investment that adversely affects our businesses, financial condition or results of operations.

Changes in U.S. or Foreign Communications Laws Laws Affecting Intellectual Property Rights or Other Regulations May Have an Adverse Effect on Our Business, Financial Condition or Results of Operations
Our program services, filmed entertainment and online, mobile and app properties are subject to a variety of laws and regulations, both in the U.S. and in the foreign jurisdictions in which we or our partners operate, including those relating to intellectual property, content regulation, user privacy, data protection, anti-corruption, repatriation of profits, tax regimes, quotas, tariffs or other trade barriers, currency exchange controls, operating license and consumer protection,permit requirements, restrictions on foreign ownership or investment, export and market access restrictions, and exceptions and limitations on copyright and censorship, among others. For example, there

Laws in some non-U.S. jurisdictions differ in significant respects from those in the U.S., and the enforcement of such laws can be inconsistent and unpredictable, which could impact our ability to expand our operations and undertake activities that we believe are various laws and regulations intendedbeneficial to protect the interests of children, including limits on the amount and content of advertising that may be shown during children’s programming and measures designed to protect the privacy of minors, which affect our Nickelodeon businesses in particular. In addition, thebusiness.
The U.S. Congress and the FCC and certain foreign governments currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters that could directly or indirectly affect the operations or ownership of our media properties.businesses. Our Nickelodeon business in particular is subject to a number of regulations regarding children. For example, privacy regulations make it difficult to measure viewership by children. In addition, federal legislators and regulators have proposed voluntary guidelines on advertising to children in an effort to combat unhealthy eating and childhood obesity, and have considered imposing limitations on the FCC recently proposed regulations intended to increase competition in the cable set-top box market, which, if approved, could lead to government oversightmarketing of certain provisionsmovies and regulating product placement and other program sponsorship arrangements. The threat of programming distribution agreements and disruption to the cable business model. Further, Congress has held hearings to consider significant changes in copyright law.regulatory action or increased scrutiny that deters certain advertisers from advertising or reaching their intended audiences could adversely affect advertising revenue.
Our businesses are also impacted by thesubject to laws and regulations in the U.S. and internationally governing the collection, use, sharing, protection and retention of personal data, which has implications for how such data is managed. For example, GDPR expands the regulation of personal data processing throughout the EU and significantly increases penalties for non-compliance. Complying with these laws and regulations could be costly, require us to change our business practices, or limit or restrict aspects of our business in a manner adverse to our business operations. Many of these laws and regulations continue to evolve, and substantial uncertainty surrounds their scope and application. Our failure to comply could result in exposure to enforcement by U.S. or foreign jurisdictions in which we, or our partners, operate, including quotas, tax regimes, currency restrictionsgovernments, as well as significant negative publicity and data protection regimes.reputational damage.
Our businesses could be adversely affected by new laws and regulations, changes in existing laws, changes in interpretations of existing laws by courts and regulators and the threat that additional laws or regulations may be forthcoming, as well as our ability to enforce our legal rights and changes in existing laws (or changes in interpretation) by courts and regulators.rights. We could incur substantial costs to comply with new laws and regulations or substantial penalties or other liabilities if we fail to comply. We could also be required to change or limit certain of our business practices, which could impact our ability to generate revenues.
Furthermore, We could also incur substantial costs to comply with new and existing laws in some non-U.S. jurisdictions differ in significant respects from those in the United States, and the enforcement ofregulations, or substantial fines and penalties or other liabilities if we fail to comply with such laws can be inconsistent and unpredictable. This could impact our ability to expand our operations and undertake activities that we believe are beneficial to our business.regulations.
We Could beBe Subject to Material Liabilities as a Result of Changes in Tax Laws, Regulations and Administrative Practices, Interpretations and Policies
We are subject to taxation in the U.S. and numerous international jurisdictions. Our tax rates are impacted by the tax laws, regulations and administrative practices, interpretations and policies in the federal, state and local and international territories where our businesses operate, and these rates may be subject to significant change. In addition, ourOur tax returns are routinely audited and litigation, adverse outcomes, or settlements may occur.occur because tax authorities may disagree with certain positions we have taken, including our methodologies for intercompany arrangements.  Further, the Tax Cuts and Jobs Act (the “Act”), which was enacted in December 2017, may expose us to tax risks as a result of the on-going issuance of interpretive guidance issued by the U.S. Treasury Department, the Internal Revenue Service and other standard-setting bodies as to how provisions of the Act are to be applied which could be different from our current interpretations.  Such changes, litigation, adverse outcomes, or audit settlements or litigation may result in the recognition of an additional charge to our income tax provision in the period and may adversely affect our effective income tax rate or cash payments and may therefore adversely affect our operatingbusiness, financial condition or results cash flowsof operations.
Volatility and financial condition.Weakness in Capital Markets May Adversely Affect Our Credit Availability and Related Financing Costs
Bank and capital markets can experience periods of volatility and disruption. If the disruption in these markets is prolonged, our ability to refinance, and the related cost of refinancing, some or all of our debt could be adversely affected. Although we can currently access the bank and capital markets, there is no assurance that such markets will continue to be a reliable source of financing for us. In addition, our access to and cost of borrowing can be affected by our short- and long-term debt ratings assigned by ratings agencies. These factors, including the tightening of credit markets, or a decrease in our debt ratings, could adversely affect our ability to obtain cost‑effective financing.
Our Ongoing Investment in New Businesses, Products, Services and Technologies Through Acquisitions and Other Strategic Initiatives Present Many Risks, and We May Not Realize the Financial and Strategic Goals We Had Contemplated, Which Could Adversely Affect Our Business, Financial Condition or Results of Operations
We Face Continually Evolving Cybersecurityhave acquired and Similar Risks, Which Could Resultinvested, and expect to continue to acquire and invest, in the Disclosurenew businesses, products, services and technologies as part of Confidential Information, Disruptionour ongoing efforts to transition to next-generation platforms and solutions and diversify beyond our core business. Such acquisitions and strategic initiatives may involve significant risks and uncertainties, including diversion of Our Programming and Motion Picture Services, Damagemanagement attention from current operations; insufficient revenues from such investments to Our Brands and Reputation, Legal Exposure and Financial Lossesoffset any new liabilities

Our online, mobileassumed and app offerings, as well as our internal and certain partners’ systems, involve the storage and transmission of our and our users’ proprietary and personal information (including third-party and employee data), and we and our partners rely on various technology systems in connectionexpenses associated with the productionnew investments; failure to achieve projected synergies, cost savings or cash flow from acquired businesses, which are based on projections that are inherently uncertain; unidentified issues not discovered in our due diligence that could cause us to fail to realize the anticipated benefits of such investments and distributionincur unanticipated liabilities; difficulties in integrating the operations, personnel, technologies and systems of our programmingacquired businesses and, motion pictures. Although we monitor our security measures regularly, they may be breached due to employee or partner error, computer malware or ransomware, viruses, hackingin the case of foreign acquisitions, integrating operations across different cultures and phishing attacks, natural or other disasters, terrorist attacks, or otherwise. Additionally, outside parties may attempt to fraudulently inducelanguages and addressing the particular currency, political and regulatory risks associated with specific countries; the potential loss of key employees or userscustomers of acquired businesses; and a failure to disclose sensitivesuccessfully further develop an acquired business or confidential information in order to gain access to our datatechnology.
Because new investments are inherently risky, and the anticipated benefits or our users’ data. Because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques, implement adequate preventative measures or remediate any intrusion on a timely or effective basis. Moreover, the development and maintenancevalue of these preventative and detective measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. In addition, we provide confidential, proprietary and personal information to third parties when it is necessary to pursue business objectives. While we obtain assurancesinvestments may not materialize, no assurance can be given that these third parties will protect this information and, where appropriate, monitor the protections employed by these third parties, there is a risk the confidentiality of data held by third parties may be compromised. Any such breach or unauthorized access could result in a loss of our, our partners’ or our users’ proprietary information, a disruption of our services or a reduction of the revenues we are able to generate from such services, damage to our brands and reputation, a loss of confidence in the security of our offerings and services, and significant legal and

financial exposure related to damages cause by these risks, the cost of remediation, and liability to third parties for harm caused by unauthorized access to their data, as well as potential liability related to regulatory, consumer or other actions, such as actions related to data collectioninvestments and other data privacy concerns, each of which could potentially have an adverse effect onstrategic alternatives will not adversely affect our business, and operating results.financial condition or results of operations.
We Could Be Adversely Affected by Strikes and Other Union Activity
We and our business partners engage the services of writers, directors, actors and other talent, trade employees and others who are subject to collective bargaining agreements. Some of our collective bargaining agreements are industry-wide agreements, and we may lack practical control over the negotiations and terms of the agreements. In addition, any labor disputes may disrupt our operations and reduce our revenues, and we may not be able to negotiate favorable terms for a renewal, which could increase our costs.
The LossOur Revenues, Expenses and Operating Results May Vary Based on the Timing, Mix, Number and Availability of Key Talent Could Disrupt Our BusinessFilms and Adversely Affect Our RevenuesOther Programming and on Seasonal Factors
Our business depends uponrevenues, expenses and operating results fluctuate due to the continued efforts, abilitiestiming, mix, number and expertiseavailability of not only our corporatetheatrical films, home entertainment releases and divisional executive teams, but also the various creative talent and entertainment personalities with whom we work.programs for licensing. For example, we employour operating results may increase or contractdecrease during a particular period relative to the corresponding period in the prior year due to differences in the number and/or mix of films released and the timing of delivery of programming to television and digital distributors. Our operating results also fluctuate due to the timing of the recognition of marketing expenses, which are typically largely incurred prior to the release of films, with several entertainment personalities with loyal audiencesthe recognition of related revenues in later periods.
Our business also has experienced and we produce motion pictures with highly regarded directors, producers, writers, actors and other talent. These individuals are importantis expected to achieving the success of our programs, motion pictures and other content. There can be no assurance that these individuals will remain with us or will retain their current appeal, or that the costs associated with retaining this and new talent will be reasonable. If we failcontinue to retain these individuals on current terms or if our entertainment personalities lose their current appeal or we failexperience seasonality due to, attract new talent, our revenues and profitability could be adversely affected.
The Failure, Destruction and/or Breach of Satellites and Facilities that We Depend Upon to Distribute Our Programming Could Adversely Affect Our Business and Results of Operations
We use satellite systems to transmit our program services to cable television operators and other distributors worldwide. The distribution facilities include uplinks, communications satellites and downlinks. Notwithstanding certain back-up and redundant systems, transmissions may be disrupted as a result of local events, such as extreme weather, that impair on-ground uplinks or downlinks, or as a result of an impairment of a satellite. Currently, there are a limited number of communications satellites available for the transmission of programming. If a disruption occurs, we may not be able to secure alternate distribution facilities in a timely manner. Failure to do so could have a material adverse effect on our business and results of operations. There can be no assurance that such failure or breach would not have an adverse effect on our financial condition.
Our Obligations Related to Guarantees, Litigation and Joint Ventures Could Adversely Impact Our Financial Condition
We have both recorded and potential liabilities and costs related to discontinued operations and former businesses, including, among other things, potential liabilitiesseasonal advertising patterns and seasonal influences on audiences’ viewing habits and attendance. Typically, our revenue from advertising is highest in the first quarter of our fiscal year due to landlords if Famous Players Inc. defaults on certain theater leases. We have also made certain investmentsthe holiday season, among other factors, and revenue from films is highest in joint ventures and have future funding obligations, which may not be recouped until well after our initial investment, if at all. We are also involved in pending and threatened legal proceedings from time to time, the outcomesummer. The effects of which is inherently uncertain andthese variances make it difficult to predict. It is uncertain at what pointestimate future operating results based on the results of any of these or new liabilities may affect us, and there can be no assurance that our reserves are sufficient to cover these liabilities in their entirety or any one of these liabilities when it becomes due. Therefore, there can be no assurance that these liabilities will not have an adverse effect on our financial condition.specific quarter.
Through National Amusements’ Voting Control of Viacom and CBS, Certain Directors and Stockholders May Face Actual or Potential Conflicts of Interest, and National Amusements is in a Position to Control Actions that Require, or May be Accomplished by, Stockholder Approval
National Amusements, directly and indirectly, is the controlling stockholder of both Viacom and CBS. National Amusements owns shares in Viacom representing approximately 79.8% of the voting interest in Viacom and approximately 10% of Viacom’s combined common stock. National Amusements is controlled by Sumner M. Redstone, our Chairman Emeritus, who is the Chairman and Chief Executive Officer of National Amusements, through the Sumner M. Redstone National Amusements Trust (the “SMR Trust”), which owns shares in National Amusements representing 80% of the voting interest of National Amusements. SharesThe shares representing the other 20% of the voting interest of National Amusements are held through a trust controlled by Shari E. Redstone, who is Mr. Redstone’s daughter, the non-executive Vice Chair of Viacom’s Board of Directors, the non-executive Vice Chair of CBS’s board of directors, and the President and a member of the Board of Directors of National Amusements. The shares of National Amusements held by the SMR Trust are voted solely by Mr. Redstone until such time as his incapacity or death. Upon Mr. Redstone’s incapacity or death, (1) ShariMs. Redstone who is the non-executive Vice Chair of Viacom and the President and a director of National Amusements, will also become a trustee of the SMR Trust and (2) the shares of National Amusements held by the SMR Trust will be voted by the trustees of the SMR Trust. The current trustees of the SMR Trust include Mr. Redstone and

David R. Andelman, a memberboth of the boards of directors of National Amusements and CBS. Mr. Redstone serves as our Chairman Emeritus and as the Chairman Emeritus of CBS. Ms. Redstone, who is Mr. Redstone’s daughter,whom are also serves as the non-executive Vice Chairmembers of the Board of Directors of National Amusements. In addition, Mr. Redstone serves as Chairman Emeritus of CBS.
The National Amusements ownership structure and the common directors among National Amusements, Viacom and CBS could create, or appear to create, potential conflicts of interest when the directors and controlling stockholder of the commonly controlled entities face decisions that could have different implications for each entity. For example, potential conflicts of interest, or the appearance thereof, could arise in connection with the resolution of any dispute between us and CBS. Potential conflicts of interest,CBS, or the appearance thereof, could also arise when we and CBS enter into any commercial arrangements with each other, despite review by our directors not affiliated with CBS. Our certificate of incorporation and the CBS certificate of incorporation both contain provisions related to corporate opportunities that may be of interest to us and to CBS, and these provisions create the possibility that a corporate opportunity of one company may be used for the benefit of the other company.

In addition, National Amusement’sAmusements’ voting control of us allows it to control the outcome of corporate actions that require, or may be accomplished by, stockholder approval, including the election and removal of directors, stockholder-proposed amendments to our bylaws, and transactions involving a change in control. For so long as National Amusements retains voting control of us, our stockholders other than National Amusements will be unable to affect the outcome of any corporate actions. The interests of National Amusements may not be the same as the interests of our other stockholders, who must rely on our independent directors to represent their interests.
Our Certificate of Incorporation Could Prevent Us from Benefiting from Corporate Opportunities that Might Otherwise Have Been Available to Us
Our certificate of incorporation and the certificate of incorporation of CBS both contain provisions related to corporate opportunities that may be of interest to both us and to CBS. Our certificate of incorporation provides that in the event that a director, officer or controlling stockholder of Viacom who is also a director, officer or controlling stockholder of CBS acquires knowledge of a potential corporate opportunity for both Viacom and CBS, such director, officer or controlling stockholder may present such opportunity to Viacom or CBS or both, as such director, officer or controlling stockholder deems appropriate in his or her sole discretion, and that by doing so such person will have satisfied his or her fiduciary duties, and shall not be liable, to Viacom or its stockholders. In addition, Viacom’s certificate of incorporation provides that Viacom renounces any interest in any such opportunity presented to CBS. These provisions create the possibility that CBS could have access to corporate opportunities from which Viacom could benefit in addition to, or instead of, CBS, which could have an adverse effect on our business, financial condition or results of operations.
We, National Amusements and CBS, and our Respective Businesses, Are Attributable to Each Other for Certain Regulatory Purposes, Which May Limit Business Opportunities or Impose Additional Costs
So long as we, National Amusements and CBS are under common control, each company’s businesses, as well as the businesses of any other commonly controlled company, may be attributable to the other companies for purposes of U.S. and non-U.S. antitrust rules and regulations, certain rules and regulations of the FCC, certain rules under the Employee Retirement Income Security Act of 1974 and certain rules regarding political campaign contributions in the United States,U.S., among others. The businesses of each company may continue to be attributable to the other companies for FCC and other purposes even after the companies cease to be commonly controlled, if the companies share common officers, directors, or attributable stockholders. As a result, the businesses and conduct of any of these other companies may have the effect of limiting the activities or strategic business alternatives available to us, including limitations to which we contractually agreed in connection with our separation from CBS, or may impose additional costs on us.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our principal physical properties are described below. In addition, to the properties described below, we own and lease office, studio, production and warehouse space and broadcast, antenna and satellite transmission facilities throughout the United StatesU.S. and around the world for our businesses. We consider our properties adequate for our present needs.
Viacom
Our world headquarters is located at 1515 Broadway, New York, New York, where we lease approximately 1.4 million square feet for executive, administrative and business offices for the Company and certain of our operating divisions. The lease runs through June 2031, with two renewal options based on market rates at the time of renewal for ten years each thereafter.each.
Viacom Media Networks

In addition to occupying space at 1515 Broadway in New York, we lease the following major office facilities: (a) approximately 400,000 square feet at 345 Hudson Street, New York, New York, through 2022, (b) approximately 175,000 square feet at two facilities in Santa Monica, California, under leases that expire between 2016 and 2017 and (c) approximately 278,000 square feet at 1540 Broadway, New York, New York, through 2021.
We have entered into a 12-year lease for2021, and (c) approximately 210,000 square feet of office space at Columbia Square, 1575 North Gower Street, Los Angeles, California. Upon expected occupancy in December 2016, this facility will serve asCalifornia, through 2028.

the West Coast Headquarters for Viacom Media Networks and BET and will replace their current facilities in Santa Monica.
Viacom Media Networks’ Network Operations Center in Hauppauge, New York contains approximately 65,000 square feet of floor space on approximately nine acres of owned land. Its Global Business Services Center in Franklin, Tennessee contains approximately 23,000 square feet of office space under a lease that expires in 2017, and its Global Business Services Center in Budapest, Hungary contains approximately 40,500 square feet of office space under a lease that expires in 2020.
The Nickelodeon Animation Studio at 231203-231 West Olive Avenue, Burbank, California contains approximately 72,000180,000 square feet of studio and office space. We have entered into a lease for an office building on property located at 203 West Olive Avenue, directly adjacent to the existing Animation Studio, which will contain approximately 103,000 square feet of office space. Occupancy of the new building is expected in December 2016. Thespace, leased under two leases for the existing and new facilities are co-terminous, expiring in 2036.
Nickelodeon’s Live Action Studio contains approximately 108,000 square feet of stage and office space at Burbank Studios, 3000 West Alameda Avenue, Burbank, California, under a lease expiring in 2024.
Viacom International Studios located at 50 NW 14th Street, Miami, Florida, contains approximately 60,000 square feet of sound stages, production facilities and office space, under a facilities license agreement expiring in 2018.2019.
CMT’s headquarters in Nashville, Tennessee occupies approximately 86,000 square feet of space for CMT’s executive, administrative and business offices and its studios, under leases expiring in 2020.
BET's headquarters at One BET Plaza in Washington, D.C. contains approximately 192,000 square feet of office and studio space, the majority of which is leased pursuant to ground leases that expire in 2024 (with renewal options for an additional 35 years), and the balance of which is owned.
Internationally, VIMN occupieswe occupy approximately 140,000 square feet of space at itsour owned and leased Hawley Crescent facilities in London, and leasesTelefe occupies approximately 84,000496,000 square feet of office, studio and production space, transmission facilities and for other ancillary uses at its owned and leased facilities in Buenos Aires.
The Company maintains facilities for its Global Business Services Center at its offices in Budapest, Hungary where we lease approximately 44,200 square feet of space through 2023, and at its offices in BerlinWarsaw, Poland where we lease approximately 50,000 square feet of space through a lease expiring in 2017.2025.
Filmed Entertainment

Paramount owns the Paramount Pictures Studio situated at 5555 Melrose Avenue, Los Angeles, California, located on approximately 62 acres of land, and containing approximately 1.85 million square feet of floor space used for executive, administrative and business offices, sound stages, production facilities, theatres, equipment facilities and other ancillary uses. Paramount has embarked on a planned 25-year expansion and revitalization project for the studio.
Paramount Pictures International has offices in Chiswick, West London, where it leases approximately 45,00033,000 square feet of space used for executive, administrative and business offices and a viewing cinema through 2017.2024.
Item 3. Legal Proceedings.
Litigation is inherently uncertain and always difficult to predict. However, based on our understanding and evaluation of the relevant facts and circumstances, we believe that the legal matters described below and other litigation to which we are a party are not likely, in the aggregate, to have a material adverse effect on our results of continuing operations, financial position or operating cash flows.
Settlement of Various Litigations Involving National Amusements and the SMR Trust
Effective August 18, 2016, Viacom entered into an agreement (the “Settlement Agreement”) with National Amusements and NAI Entertainment Holdings LLC (together, “NAI”), various members of the Redstone family and related parties, the directors of the Company, and certain other parties. Pursuant to the Settlement Agreement, which was unanimously approved by our Board, among other matters, all claims among Viacom, NAI and the other parties to the Settlement Agreement that are the subject matter of the Settlement Agreement were dismissed and terminated.
Purported Class and Derivative Actions
Between June 17, 2016 and August 1, 2016, three substantially similar purported class action complaints were filed in the Delaware Chancery Court by purported Viacom stockholders, against Viacom, Viacom’s directors and NAI and were subsequently consolidated into one action. The action - brought on behalf of the class of all holders of Viacom Class B common stock except the named defendants and any person or entity affiliated with any of the defendants - alleges claims for breaches of fiduciary duty against the incumbent director defendants and NAI, and alleges that Viacom’s new directors aided and abetted these breaches. In addition to damages and attorneys’ fees, the action seeks such relief as the Court deems just and proper. All defendants, including Viacom and certain of its directors, have moved to dismiss the action.

On July 20, 2016, a purported derivative action was commenced in Delaware Chancery Court by a purported Viacom stockholder against Viacom and its directors. The complaint alleges that Viacom’s directors breached their fiduciary duties to Viacom in connection with compensation paid to Mr. Redstone. These breaches, it is alleged, permitted a waste of corporate assets and the unjust enrichment of Mr. Redstone. We intend to move to dismiss the action.None.
Item 4. Mine Safety Disclosures.
Not applicable.

PART II
Item 5. Market for Viacom Inc.’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our voting Class A common stock and non-voting Class B common stock are listed and traded on The NASDAQ Global Select Market under the symbols “VIA” and “VIAB”, respectively.
The table below shows, for the periods indicated, the high and low sales prices per share of our Class A and Class B common stock as reported in FactSet markets services.
 Sales Price
 Low High
Class A common stock – Fiscal 2016   
4th Quarter$38.61
 $50.40
3rd Quarter$37.90
 $50.81
2nd Quarter$33.88
 $50.55
1st Quarter$41.30
 $54.69
Class A common stock – Fiscal 2015   
4th Quarter$38.06
 $65.55
3rd Quarter$64.27
 $72.72
2nd Quarter$63.50
 $76.29
1st Quarter$66.11
 $78.08
Class B common stock – Fiscal 2016   
4th Quarter$34.11
 $46.69
3rd Quarter$34.40
 $46.29
2nd Quarter$30.11
 $47.47
1st Quarter$39.01
 $53.35
Class B common stock – Fiscal 2015   
4th Quarter$36.32
 $65.47
3rd Quarter$63.98
 $73.52
2nd Quarter$63.11
 $76.29
1st Quarter$65.86
 $78.00
    
During fiscal 2016 and 2015, our Board of Directors declared the following cash dividends to stockholders of record on both our voting Class A common stock and non-voting Class B common stock:
Declaration Date
Dividend
per Share
Record DatePayment Date
September 21, 2016$0.200September 26, 2016October 3, 2016
May 18, 2016$0.400June 15, 2016July 1, 2016
January 14, 2016$0.400March 13, 2016April 1, 2016
November 11, 2015$0.400December 15, 2015January 4, 2016
August 4, 2015$0.400September 15, 2015October 1, 2015
May 20, 2015$0.400June 15, 2015July 1, 2015
January 15, 2015$0.330March 13, 2015April 1, 2015
November 12, 2014$0.330December 15, 2014January 2, 2015
As of October 31, 2016,2018, there were 1,3971,258 record holders of our Class A common stock and 20,80218,306 record holders of our Class B common stock.

Performance Graph
The following graph compares the cumulative total stockholderstockholders’ return of our Class A common stock and our Class B common stock with the cumulative total stockholderstockholders’ return of the companies listed in the Standard & Poor’s 500 Index and a peer group of companies comprised of The Walt Disney Company, Twenty-First Century Fox Inc. (News Corporation prior to June 2013), Time Warner Inc., CBS Corporation, and Discovery Communications, Inc. and(merged with Scripps Networks Interactive Inc. in March 2018).
The performance graph assumes $100 invested on September 30, 20112013 in each of our Class A common stock, our Class B common stock, the S&P 500 Index and the stock of our peer group companies, including reinvestment of dividends, for the years ended September 30, 2012, 2013, 2014, 2015, 2016, 2017 and 2016.2018.
Total Cumulative StockholderStockholders’ Return
For the Years Ended September 30, 2012, 2013, 2014, 2015, 2016, 2017 and 20162018
via2017093_chart-06826a01.jpg
 
  9/30/11 9/30/12 9/30/13 9/30/14 9/30/15 9/30/16
Class A Common $100 $115 $179 $167 $99 $99
Class B Common $100 $141 $223 $208 $121 $111
S&P 500 $100 $127 $149 $174 $170 $192
Peer Group $100 $166 $226 $265 $272 $282





  9/30/13 9/30/14 9/30/15 9/30/16 9/30/17 9/30/18
Class A Common $100 $93 $55 $56 $49 $49
Class B Common $100 $94 $54 $50 $37 $46
S&P 500 $100 $117 $114 $129 $150 $173
Peer Group $100 $118 $127 $127 $136 $172
Equity Compensation Plan Information
Information required by this item will be contained in the Proxy Statement for our 20172019 Annual Meeting of Stockholders under the heading “Equity Compensation Plan Information,” which information is incorporated herein by reference.

Item 6. Selected Financial Data.
The selected Consolidated Statement of Earnings dataData for the years ended September 30, 2016, 20152018, 2017 and 20142016 and the Consolidated Balance Sheet data as of September 30, 20162018 and 20152017 should be read in conjunction with the audited financial statements, Management’s Discussion and Analysis of Results of Operations and Financial Condition and other financial information presented elsewhere in this report. The selected Consolidated Statement of Earnings Data for the years ended September 30, 20132015 and 20122014 and the Consolidated Balance Sheet dataData as of September 30, 2014, 20132016, 2015 and 20122014 have been derived from audited financial statements not included herein.
CONSOLIDATED STATEMENT OF EARNINGS DATA
Year Ended September 30,Year Ended September 30,
(in millions, except per share amounts)2016 2015 2014 2013 20122018 2017 2016 2015 2014
Revenues$12,488
 $13,268
 $13,783
 $13,794
 $13,887
$12,943
 $13,263
 $12,488
 $13,268
 $13,783
Operating income$2,526
 $3,112
 $4,082
 $3,836
 $3,901
$2,570
 $2,489
 $2,526
 $3,112
 $4,082
Net earnings from continuing operations (Viacom and noncontrolling interests)$1,471
 $2,002
 $2,464
 $2,449
 $2,385
$1,728
 $1,919
 $1,471
 $2,002
 $2,464
Net earnings from continuing operations attributable to Viacom$1,436
 $1,922
 $2,392
 $2,407
 $2,345
$1,688
 $1,871
 $1,436
 $1,922
 $2,392
Net earnings from continuing operations per share attributable to Viacom:                  
Basic$3.62
 $4.78
 $5.54
 $4.95
 $4.42
$4.19
 $4.68
 $3.62
 $4.78
 $5.54
Diluted$3.61
 $4.73
 $5.43
 $4.86
 $4.36
$4.19
 $4.67
 $3.61
 $4.73
 $5.43
Weighted average number of common shares outstanding:                  
Basic396.5
 402.2
 432.1
 486.2
 530.7
402.7
 399.9
 396.5
 402.2
 432.1
Diluted398.0
 406.0
 440.2
 494.8
 537.5
403.0
 400.6
 398.0
 406.0
 440.2
Dividends declared per share of Class A and Class B common stock$1.40
 $1.46
 $1.26
 $1.15
 $1.05
$0.80
 $0.80
 $1.40
 $1.46
 $1.26

CONSOLIDATED BALANCE SHEET DATA
September 30,September 30,
(in millions)2016 2015 2014 2013 20122018 2017 2016 2015 2014
Total assets$22,508
 $22,143
 $22,985
 $23,710
 $22,210
$23,783
 $23,698
 $22,508
 $22,143
 $22,985
Total debt$11,913
 $12,285
 $12,699
 $11,818
 $8,112
$10,082
 $11,119
 $11,913
 $12,285
 $12,699
Total Viacom stockholders’ equity$4,277
 $3,538
 $3,719
 $5,193
 $7,448
$7,407
 $6,035
 $4,277
 $3,538
 $3,719
Total equity$4,330
 $3,599
 $3,747
 $5,190
 $7,439
$7,465
 $6,119
 $4,330
 $3,599
 $3,747

Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition.
Management’s discussion and analysis of results of operations and financial condition is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes to enhance the understanding of our results of operations, financial condition and cash flows. References in this document to “Viacom,” “Company,” “we,” “us” and “our” mean Viacom Inc. and our consolidated subsidiaries, unless the context requires otherwise.

Significant components of the management’s discussion and analysis of results of operations and financial condition section include:
  Page
Overview: The overview section provides a summary of Viacom and our reportable business segments and the principal factors affecting our results of operations.business.
   
Results of Operations: The results of operations section provides an analysis of our results on a consolidated and reportable segment basis for the three years ended September 30, 2016.2018. In addition, we provide a discussion of items affectingthat affect the comparability of our results of operations.
   
Liquidity and Capital Resources: The liquidity and capital resources section provides a discussion of our cash flows for the three years ended September 30, 2016,2018, and of our outstanding debt, commitments and contingencies existing as of September 30, 2016.2018.
   
Market Risk: The market risk section discusses how we manage exposure to market and interest rate risks.
   
Critical Accounting Policies and Estimates: The critical accounting policies and estimates section provides detail with respect to accounting policies that are considered by management to require significant judgment and use of estimates and that could have a significant impact on our financial statements.
   
Other Matters: The other matters section provides a discussion of related party transactions and agreements.
 
OVERVIEW
Summary
We are home to premier globalViacom creates entertainment experiences that drive conversation and culture around the world. Through television, film, digital media, live events, merchandise and solutions, our brands that create compelling television programs, motion pictures, short-form content, applications (“apps”), games, consumer products, social media experiencesconnect with diverse, young and other entertainment content foryoung at heart audiences in more than 180 countries.
We operate through two reportingreportable segments: Media Networks and Filmed Entertainment. Our measure of segment performance is adjusted operating income. We define adjusted operating income for our segments as operating income, before equity-based compensation and certain other items identified as affecting comparability, when applicable. Equity-based compensation is excluded from our segment measure of performance since it is set and approved by the Compensation Committee of Viacom’s Board of Directors in consultation with corporate executive management, and is included as a component of consolidated adjusted operating income.
Media Networks
Our Media Networks segment which includes brands such as Nickelodeon, Comedy Central, MTV, VH1, SPIKE, BET, CMT, TV Land, Nick at Nite, Nick Jr., Channel 5 (in the United Kingdom), Logo, Nicktoons, TeenNick and Paramount Channel, provides entertainment content, services and related branded products for consumers in targeted demographics attractive to advertisers, content distributors and retailers. 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 the establishment of our Global Entertainment Group as a new brand group to combine Viacom International Media Networks, our former Music & Entertainment Group, as well as TV Land and CMT (which had previously been part of our Kids & Family Group). We also announced that our former Kids & Family Group would be reestablished as the Nickelodeon Group.
We create, acquire, distribute and distributesell 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:worldwide, distributed through cable, satellite and satellite distribution; through over-the-top (“OTT”)broadband services, on linear, streaming, on-demand and transactional bases, for viewing on a wide range of devices 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.
Ourdevices. The Media Networks segment generatesalso delivers advertising affiliate and ancillary revenues.marketing services under our advanced marketing solutions portfolio, which both utilizes advanced addressable video inventory to allow dynamic ad insertion and advanced targeting, and provides our marketing partners with a variety of consulting and creative services and associated activations. The Media Networks segment also licenses its brands and properties for consumer products and recreation experiences, produces live events and creates original programming for third party distributors.

3435

Management’s Discussion and Analysis
of Results of Operations and Financial Condition
(continued)


Globally, our Media Networks segment reaches approximately 4.4 billion cumulative television subscribers in more than 180 countries and 46 languages, via 314 locally programmed and operated television channels, including our multimedia brands Nickelodeon, MTV, BET, Comedy Central, Paramount Network, Nick Jr., VH1, TV Land, CMT and Logo. Outside of the United States (the “U.S.”), Viacom International Media Networks (“VIMN”) operates the international extensions of our multimedia brands and our program services created specifically for international audiences, such as British public service broadcaster Channel 5 and Milkshake! in the United Kingdom (“UK”), Televisión Federal S.A. (“Telefe”) in Argentina, Colors in India and Paramount Channel. In fiscal year 2018, our Media Networks segment launched 9 new channels, including in the UK, Japan, Italy and Portugal. “Cumulative television subscribers” is an aggregation of the total subscribers to (or viewers of, in the case of our free-to-air channels) each Viacom owned-and-operated, joint venture and licensee channel.
Our Media Networks segment generates revenues in three categories: (i) the sale of advertising and marketing services, (ii) affiliate fees from distributors of our programming and program services and (iii) ancillary activities such as consumer products.
Advertising Revenues
AdvertisingOur Media Networks segment generates revenues are generated from the sale of advertising and from marketing services. Our advertising revenues generally depend on the number of viewers and viewership demographics. Demand and pricing for our advertising depend on the attractiveness of our offerings to advertisers, viewership, and overall market conditions. We also drive additional demand through:for our advertising services through integrated sales of multi-platform advertising and marketing opportunities;opportunities and through our integrated marketing services, which provideproviding unique branded entertainmentcontent and custom sponsorship opportunities to our advertisers; and our continued investment in proprietary data platforms and advanced analytics, such as Viacom Vantage and Viacom Echo, that enable our customers to better target and measure the impact of their advertising.advertisers. Our advertising revenues may be affected by the strength of advertising markets and general economic conditions, and may fluctuate depending on the success and availability of our programming, as measured by viewership, at any given time. Measured viewership may vary due tobased on the success and availability of our programming (due to, among other things, the timing of availability of new episodes ofrelated to our popular programming and the performance of competing programs and other entertainment alternatives for viewers, as well asalternatives), the platforms on which our programming is available, and variations related to the methods used by third parties to measure viewership. Advertising revenues may also fluctuate due to seasonal variations, the timing of holidays and significant programming events such as awards shows and premieres. Typically, advertising revenues are highest in the first and fourth quartersquarter of our fiscal year.
We continue to expand our product offerings to enable our customers and partners to better target and more broadly activate their advertising campaigns. Our Advanced Marketing Solutions portfolio consists of two main categories - Addressable Video and Brand Solutions. Addressable Video consists of pools of inventory that we are aggregating and enabling within both multichannel video programming distributor (“MVPD”) and over-the-top (“OTT”) environments, to allow for advanced targeting to fulfill the demand for next generation video ad products. Brand Solutions consists of a bundle of consulting, creative services, and media activation.
Affiliate Revenues
AffiliateOur affiliate revenues are generated through affiliate fees from distributors of our programming and program services, such as cable television operators, direct-to-home satellite television operators, Internet distributors, mobile networks, and SVODsubscription video-on-demand (“SVOD”) and other OTT services. Our agreements with multichannel television service providers are generally multi-year carriage agreements with set rate increases. The amount of the fees we receive is generally a function of the number of subscribers and the rates we receive per subscriber. Expirations of these affiliate agreements are staggered. Under SVOD and other similar OTT agreements, we make multiplecertain programs available for distribution on one or more dates. Ourdates, and our revenue under these OTT agreements is recognized uponwhen the availability ofcontent has been delivered by us and is available for use by the programs licensed andlicensee; therefore, revenue will fluctuate depending on the timing of when programming is delivered and made available throughout the license period.
Ancillary Revenues
AncillaryOur Media Networks ancillary revenues are principally derived from (i) our consumer products activities, which includesinclude licensing our brands and intellectual property, as well as creation and publishing of interactive games across various platforms (including mobile PCdevices, PCs and console)consoles), and(ii) recreation experiences (ii)and live events, (iii) viewing of our programming on a transactional basis through download-to-owntransactional video-on-demand (“TVOD”) and download-to-rentthrough electronic sell-through services and the sale of DVDs and Blu-RayBlu-ray discs and (iii)(iv) television syndication. syndication of our content.
Our ancillary revenues vary based on consumer spending, the popularity of our programming and intellectual property, and the volume of content available during a particular period and acceptance of our or our partners’ products.period.
Media Networks segment expenses consist of operating expenses, selling, general and administrative (“SG&A”) expenses and depreciation and amortization.

36

Management’s Discussion and Analysis
of Results of Operations and Financial Condition
(continued)


Operating expenses are comprised of costs related to original and acquired programming, including programming amortization, expenses associated with the distribution of home entertainment products and consumer products licensing, participations and residuals, integratedroyalties, marketing services expenses and other costs of sales. SG&A expenses consist primarily of employee compensation, marketing, research and professional service fees and facility and occupancy costs. Depreciation and amortization expenses reflect depreciation of fixed assets, including transponders financed under capital leases, and amortization of finite-lived intangible assets.
Filmed Entertainment
Our Filmed Entertainment segment develops, produces, finances, acquires and distributes motion pictures,films, television programming and other entertainment content under thethrough its Paramount Pictures, Paramount Players, Paramount Animation and Paramount Television divisions, in various markets and media worldwide. It partners on various projects with key Viacom brands, including Nickelodeon Movies, MTV Films and BET Films.
Films produced, acquired and/or distributed by the Filmed Entertainment segment are generally first exhibited theatrically in domestic and/or international markets and then released in various markets through airlines and hotels, electronic sell-through, DVDs and Blu-ray discs, TVOD, pay television, SVOD, cable and free television. Paramount Television brands. Paramount Televisiondraws on Paramount’s extensive library of film properties and develops finances and producesoriginal programming for television and otherdigital platforms.
Paramount distributes motion pictures theatricallyProducing, marketing and distributing films and television programming can involve significant costs and the timing of a film’s release can cause our financial results to vary. For example, marketing costs are generally incurred before and throughout the theatrical release of a film and, to a lesser extent, other distribution windows, and are expensed as incurred. As a result, we typically incur losses with respect to a particular film prior to and during the film’s theatrical exhibition, and recoupment of investment as well as profitability for the film may not be realized until well after its theatrical release. Therefore, the results of the Filmed Entertainment segment can be volatile as films work their way 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 (“U.S.”) and internationally for itself and for third parties.various distribution windows.
Our Filmed Entertainment segment generates theatrical,revenues in four categories: (i) the release and/or distribution of films theatrically, (ii) the release and/or distribution of film and television product through home entertainment, (iii) the licensing of film and television product to television and digital platforms and (iv) other ancillary revenues.activities.
 
Theatrical Revenues
TheatricalParamount generates revenues are generated worldwide from the theatrical release and distribution of motion pictures. Paramount releases films, theatrically in domestic and international markets and generates revenuesprimarily from audience ticket sales. Each motion picture

35

Management’s Discussion and Analysis
of Results of Operations and Financial Condition
(continued)


film is a separate and distinct product with its revenues, and ultimate profitability, dependent upon many factors, among which domestic and international audience response domestically and internationally, is of fundamental importance. Theatrical revenues may also be also affected by the number, timing and mix of releases and competitive releasesofferings in any given period, consumer tastes and consumption habits, and overall economic conditions, including trends in discretionary spending. The theatrical success of a motion picturefilm is a significant factor in determining the revenues it is likely to generate in home entertainment markets and licensing arrangements for television and other platforms. Revenues from motion picture theatrical film releases tend to be cyclical with increases around the holidays that fall during the first quarter of our fiscal year, and in the summer months during our fourth quarter.

Home Entertainment Revenues
Home entertainment revenues are derived from the worldwide sales and distribution of DVDs and Blu-ray discs relating to the motion picturesfilms released theatrically by Paramount orand programming of other Viacom brands such as Nickelodeon, MTV, Comedy Central and BET, as well as certain acquired films and content distributed on behalf of third parties such as CBS.CBS Corporation (“CBS”). Home entertainment revenues are also derived from the viewing of our films on a transactional basis through TVOD and download-to-ownelectronic sell-through services around the world, for a fee and/or on a revenue sharingrevenue-sharing basis. Our home entertainment revenues may be affected by the number, timing and mix of releases and competitive offerings in any given period, consumer tastes and consumption habits, the prominence given by distributors and retailers to our releases compared to those of our competitors, and overall economic conditions, including trends in discretionary spending. The mix of our revenues from home entertainment activities continues to shift away from physical products toward consumption through various platforms and apps.

Licensing Revenues
Licensing revenues are revenues fromParamount generates fees by licensing, around the world on a territory-by-territory basis, films and television programs produced, acquired andor distributed by Paramount, that are licensed around the world on a territory by territory basis, for a fee or on a revenue sharing basis, to SVOD, pay and basic cable television, free television and free video-on-demand services. Revenue from the licensing of film and television exhibition rights is recognized upon availability for airing by the licensee and will fluctuate depending on the number and mix of available titles in any given territory.

37

Management’s Discussion and Analysis
of Results of Operations and Financial Condition
(continued)


Ancillary Revenues
AncillaryParamount generates ancillary revenues are generated by providing production and facilities services to third parties, primarily at Paramount’s studio lot. Paramount also generates ancillary revenues by licensing its brands for consumer products, themed restaurants, hotels and resorts, live stage plays, film clips and theme parks.parks and other location-based entertainment projects.
Filmed Entertainment segment expenses consist of operating expenses, SG&A expenses and depreciation and amortization.
Operating expenses principally include the amortization of costs of our released feature films and television programming (including participations and residuals), print and advertising expenses and other distribution costs. We incur marketing costs before and throughout the theatrical release of a film and, to a lesser extent, other distribution windows. Such costs are incurred to generate public interest in our films and are expensed as incurred; therefore, we typically incur losses with respect to a particular film prior to and during the film’s theatrical exhibition and profitability may not be realized until well after a film’s theatrical release. Therefore, the results of the Filmed Entertainment segment can be volatile as films work their way through the various distribution windows. SG&A expenses include employee compensation, facility and occupancy costs, professional service fees and other overhead costs. Depreciation and amortization expense principally consists of depreciation of fixed assets.

36

Management’s Discussion and Analysis
of Results of Operations and Financial Condition
(continued)


RESULTS OF OPERATIONS
Our summary of consolidated results of operations are presented below for the years ended September 30, 2016, 20152018, 2017 and 2014.2016.
      2016 vs. 2015 2015 vs. 2014      2018 vs. 2017 2017 vs. 2016
Year Ended September 30, Better/(Worse) Better/(Worse)Year Ended September 30, Better/(Worse) Better/(Worse)
(in millions, except per share amounts)2016 2015 2014 $ % $ %2018 2017 2016 $ % $ %
GAAP                          
Revenues$12,488
 $13,268
 $13,783
 $(780) (6)% $(515) (4)%$12,943
 $13,263
 $12,488
 $(320) (2)% $775
 6 %
Operating income2,526
 3,112
 4,082
 (586) (19) (970) (24)2,570
 2,489
 2,526
 81
 3
 (37) (1)
Net earnings from continuing operations attributable to Viacom1,436
 1,922
 2,392
 (486) (25) (470) (20)1,688
 1,871
 1,436
 (183) (10) 435
 30
Diluted EPS from continuing operations3.61
 4.73
 5.43
 (1.12) (24) (0.70) (13)4.19
 4.67
 3.61
 (0.48) (10) 1.06
 29
                          
Non-GAAP*                          
Adjusted operating income$2,732
 $3,920
 $4,125
 $(1,188) (30)% $(205) (5)%$2,795
 $2,743
 $2,732
 $52
 2 % $11
  %
Adjusted net earnings from continuing operations attributable to Viacom1,465
 2,210
 2,376
 (745) (34) (166) (7)1,659
 1,511
 1,465
 148
 10
 46
 3
Adjusted diluted EPS from continuing operations3.68
 5.44
 5.40
 (1.76) (32) 0.04
 1
4.12
 3.77
 3.68
 0.35
 9
 0.09
 2
                          
* See “Factors Affecting Comparability” section below for a reconciliation of our reported results to our adjusted results, which are calculated on a non-GAAP basis.
Factors Affecting Comparability
The Consolidated Financial Statements reflect our results of operations, financial position and cash flows reported in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our results have been affected by certain items identified as affecting comparability. Accordingly, when applicable, we use non-GAAP measures such as consolidated adjusted operating income, adjusted earnings from continuing operations before provision for income taxes, adjusted provision for income taxes, adjusted net earnings from continuing operations attributable to Viacom and adjusted diluted earnings per share (“EPS”) from continuing operations, among other measures, to evaluate our actual operating performance and for planning and forecasting of future periods. We believe that the adjusted results provide relevant and useful information for investors because they clarify our actual operating performance, make it easier to compare our results with those of other companies and allow investors to review performance in the same way as our management. Since these are not measures of performance calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, operating income, earnings from continuing operations before provision for income taxes, provision for income taxes, net earnings from continuing operations attributable to Viacom and diluted EPS from continuing operations as indicators of operating performance and they may not be comparable to similarly titled measures employed by other companies.

The following tables reconcile our reported results (GAAP) to our adjusted results (non-GAAP) for the three years ended September 30, 2018, 2017 and 2016. The tax impacts included in the tables below have been calculated using the rates applicable to the adjustments presented.

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Table of Contents
Management’s Discussion and Analysis
of Results of Operations and Financial Condition
(continued)


2018
 Year Ended 
 September 30, 2018
(in millions, except per share amounts)Operating
Income
 Earnings from Continuing Operations Before Provision for Income Taxes Provision for Income Taxes Net Earnings
from Continuing
Operations
Attributable to
Viacom
 Diluted EPS
from Continuing
Operations
Reported results (GAAP)$2,570
 $1,997
 $269
 $1,688
 $4.19
Factors Affecting Comparability:         
Restructuring and related costs225
 225
 55
 170
 0.42
Gain on asset sale
 (16) 
 (16) (0.04)
Gain on extinguishment of debt
 (25) (6) (19) (0.05)
Investment impairment
 46
 10
 36
 0.09
Discrete tax benefit
 
 200
 (200) (0.49)
Adjusted results (Non-GAAP)$2,795
 $2,227
 $528
 $1,659
 $4.12
          
Restructuring and related costs: During 2018, we launched a program of cost transformation initiatives to improve our margins, including an organizational realignment of support functions across Media Networks, new sourcing and procurement policies, real estate consolidation and technology enhancements. We recognized pre-tax restructuring and related costs of $225 million. The charges, as detailed in the table below, included severance charges, exit costs principally resulting from vacating certain leased properties and related costs principally comprised of third-party professional services. See Note 14 of the Consolidated Financial Statements for additional information.
Our cost transformation initiatives gave rise to approximately $100 million of savings in fiscal 2018 and are expected to result in approximately $300 million of run-rate savings, the benefit of which will be phased in through fiscal 2020. In connection with completing our cost transformation initiatives, we expect to incur additional exit costs in the first half of fiscal 2019 of approximately $45 million and we may incur additional restructuring charges as we continue to evaluate cost transformation initiatives in fiscal 2019.
        
Restructuring and
Related Costs
(in millions)
Year Ended 
 September 30, 2018
Media Networks Filmed Entertainment Corporate Total
    Severance$133
 $4
 $1
 $138
    Exit Costs38
 
 
 38
    Other related costs1
 
 48
 49
Total$172
 $4
 $49
 $225
        
Gain on asset sale: During 2018, we completed the sale of a 1% equity interest in Viacom18 to our joint venture partner for $20 million, resulting in a gain of $16 million, included within Other items, net in the Consolidated Statements of Earnings.
Gain on extinguishment of debt: In 2018, we redeemed senior notes and debentures totaling $1.039 billion. As a result, we recognized a pre-tax extinguishment gain of $25 million included within Other items, net in the Consolidated Statements of Earnings.
Investment impairment:We recognized a $46 million impairment loss included within Other items, net in the Consolidated Statement of Earnings in connection with the write-off of certain cost method investments in 2018.
Discrete tax benefit: The net discrete tax benefit in 2018 was principally related to the Tax Cuts and Jobs Act and a tax accounting method change granted by the Internal Revenue Service.

39

Table of Contents
Management’s Discussion and Analysis
of Results of Operations and Financial Condition
(continued)


2017
 Year Ended 
 September 30, 2017
 (in millions, except per share amounts)Operating
Income
 Earnings from Continuing Operations Before Provision for Income Taxes Provision for Income Taxes Net Earnings
from Continuing
Operations
Attributable to
Viacom
 Diluted EPS
from Continuing
Operations
Reported results (GAAP)$2,489
 $2,212
 $293
 $1,871
 $4.67
Factors Affecting Comparability:         
Restructuring and programming charges381
 381
 135
 246
 0.61
Gain on asset sale(127) (412) (116) (285) (0.71)
Loss on extinguishment of debt
 20
 7
 13
 0.03
Investment impairment
 10
 4
 6
 0.01
Discrete tax benefit
 
 340
 (340) (0.84)
Adjusted results (Non-GAAP)$2,743
 $2,211
 $663
 $1,511
 $3.77
          
Restructuring and programming charges: We recognized a pre-tax charge of $381 million, reflecting $237 million of restructuring charges and $144 million of programming charges resulting from the execution of our flagship brand strategy and strategic initiatives at Paramount. See Note 14 of the Consolidated Financial Statements for additional information.
        
Restructuring and
Programming Charges
(in millions)
Year Ended 
 September 30, 2017
Media Networks Filmed Entertainment Corporate Total
    Severance$142
 $50
 $20
 $212
    Asset impairment22
 
 
 22
    Lease termination
 3
 
 3
Restructuring164
 53
 20
 237
Programming113
 31
 
 144
Total$277
 $84
 $20
 $381
        
Gain on asset sales: In 2017, a consolidated entity completed the sale of broadcast spectrum in connection with the FCC’s broadcast spectrum auction. The sale resulted in a pre-tax gain of $127 million recorded within Operating income, with $11 million attributable to the noncontrolling interest. We also completed the sale of our 49.76% interest in EPIX in 2017, resulting in a pre-tax gain of $285 million recorded within non-operating gains and losses in the Consolidated Statement of Earnings.
Loss on extinguishment of debt: We redeemed senior notes and debentures totaling $3.3 billion in 2017, resulting in the recognition of a net pre-tax extinguishment loss of $20 million within Other Items, net in the Consolidated Statement of Earnings.
Investment impairment:We recognized a $10 million impairment loss included within Other items, net in the Consolidated Statement of Earnings in connection with the write-off of a cost method investment in 2017.
Discrete tax benefit: The net discrete tax benefit was principally related to the recognition of foreign tax credits realized during the fourth fiscal quarter of 2017 on the distribution to Viacom’s U.S. group of certain securities, the reversal of a valuation allowance on capital loss carryforwards in connection with the sale of our investment in EPIX and the release of tax reserves with respect to certain effectively settled tax positions.

40

Table of Contents
Management’s Discussion and Analysis
of Results of Operations and Financial Condition
(continued)


2016
 Year Ended 
 September 30, 2016
 (in millions, except per share amounts)Operating
Income
 Earnings from Continuing Operations Before Provision for Income Taxes Provision for Income Taxes Net Earnings
from Continuing
Operations
Attributable to
Viacom
 Diluted EPS
from Continuing
Operations
Reported results (GAAP)$2,526
 $1,990
 $519
 $1,436
 $3.61
Factors Affecting Comparability:         
Restructuring206
 206
 75
 131
 0.33
Discrete tax benefit
 
 102
 (102) (0.26)
Adjusted results (Non-GAAP)$2,732
 $2,196
 $696
 $1,465
 $3.68
          
Restructuring charge: We recognized a pre-tax restructuring charge of $206 million in connection with the separation of certain senior executives. The restructuring charge includes the cost of separation payments of $138 million and the acceleration of equity-based compensation expense of $68 million. See Note 14 of the Consolidated Financial Statements for additional information.
Discrete tax benefit: The net discrete tax benefit iswas principally related to a tax accounting method change granted by the Internal Revenue Service, the release of tax reserves with respect to certain effectively settled tax positions and the recognition of capital loss carryforwards, partially offset by a reduction in qualified production activity tax benefits as a result of retroactively reenacted legislation.
2015YEAR ENDED SEPTEMBER 30, 2018 vs. 2017
Consolidated Results of Operations
 Year Ended 
 September 30, 2015
 (in millions, except per share amounts)Operating
Income
 Earnings from Continuing Operations Before Provision for Income Taxes Provision for Income Taxes Net Earnings
from Continuing
Operations
Attributable to
Viacom
 Diluted EPS
from Continuing
Operations
Reported results (GAAP)$3,112
 $2,503
 $501
 $1,922
 $4.73
Factors Affecting Comparability:         
Restructuring and programming charges784
 784
 264
 520
 1.28
Loss on pension settlement24
 24
 9
 15
 0.04
Loss on extinguishment of debt
 18
 7
 11
 0.03
Discrete tax benefit
 
 258
 (258) (0.64)
Adjusted results (Non-GAAP)$3,920
 $3,329
 $1,039
 $2,210
 $5.44
          
Revenues
RestructuringWorldwide revenues decreased $320 million, or 2%, to $12.943 billion in the year ended September 30, 2018. Filmed Entertainment revenues decreased $248 million, or 8%, reflecting the number and mix of released theatrical and home entertainment titles in each year, partially offset by increased revenues from Paramount Television product. Media Networks revenues decreased $85 million, or 1%, driven by lower advertising and affiliate revenues, partially offset by an increase in ancillary revenues.
Expenses
Total expenses decreased $528 million, or 5%, to $10.373 billion in the year ended September 30, 2018. Filmed Entertainment expenses decreased $489 million, or 14%, primarily reflecting lower operating expenses. Media Networks expenses increased $86 million, or 1%, principally driven by higher operating expenses. The year ended September 30, 2018 included restructuring and related costs of $225 million, compared with $381 million of restructuring and programming charges in the prior year.
Operating
: We recognized pre-tax charges of $784Operating expenses decreased $557 million, reflecting $578 million ofor 7%, to $6.879 billion in the year ended September 30, 2018. Consolidated operating expenses included a programming charges and a $206 million restructuring charge associated with workforce reductions. See Note 14 of the Consolidated Financial Statements for additional information.
Loss on pension settlement: The pre-tax non-cash charge of $24$144 million was driven byin the settlementprior year, as described in more detail in “Factors Affecting Comparability”. Filmed Entertainment operating expenses decreased $511 million, or 16%, and Media Networks operating expenses increased $83 million, or 2%.
Selling, General and Administrative
SG&A expenses increased $51 million, or 2%, to $3.056 billion in the year ended September 30, 2018, reflecting higher segment expenses of pension benefits$36 million. SG&A costs include a 2-percentage point benefit of certain participants ofcost savings from our funded pension plan.
Loss on extinguishment of debtcost transformation initiatives. : In September 2015, we redeemed $550Filmed Entertainment SG&A expenses increased $27 million, of the total $918 million outstanding of our 6.250% Senior Notes due April 2016,or 8%and Media Networks SG&A expenses were substantially flat at a redemption price equal to the sum of the principal amount and a make-whole amount, together totaling $568 million, and accrued interest of $14 million. As a result of the redemption, we recognized a pre-tax extinguishment loss of $18 million.
Discrete tax benefit$2.401 billion: During 2015, we reorganized certain non-U.S. subsidiaries in order to facilitate a more efficient movement of non-U.S. cash and to support the expansion of key areas for growth internationally. The net discrete tax benefit was principally related to excess foreign tax credits attributable to a taxable repatriation of non-U.S. earnings from reorganized entities and the release of tax reserves with respect to certain effectively settled tax positions..

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2014
 Year Ended 
 September 30, 2014
 (in millions, except per share amounts)Operating
Income
 Earnings from Continuing Operations Before Provision for Income Taxes Provision for Income Taxes Net Earnings
from Continuing
Operations
Attributable to
Viacom
 Diluted EPS
from Continuing
Operations
Reported results (GAAP)$4,082
 $3,514
 $1,050
 $2,392
 $5.43
Factors Affecting Comparability:         
Asset impairment43
 43
 17
 26
 0.06
Loss on extinguishment of debt
 11
 4
 7
 0.02
Discrete tax benefit
 
 49
 (49) (0.11)
Adjusted results (Non-GAAP)$4,125
 $3,568
 $1,120
 $2,376
 $5.40
          
Restructuring and Related Costs
Asset impairmentAs discussed in “: As a resultFactors Affecting Comparability”, restructuring and related costs of strategic decisions made by us resulting in channel realignment in several international markets, we recorded a non-cash pre-tax impairment charge of $43 million related to an international trade name at Media Networks.
Loss on extinguishment of debt: In April 2014, we redeemed all $600 million of our outstanding 4.375% Senior Notes due September 2014 at a redemption price equal to the sum of the principal amount and a make-whole amount, together totaling $611$225 million and accrued$237 million were recognized in the years ended September 30, 2018 and unpaid interest2017, respectively.
Gain on Asset Sale
As discussed in “Factors Affecting Comparability”, the year ended September 30, 2017 includes a gain of $1 million. As a result$127 million on the sale of the redemption, we recognized a pre-tax extinguishment loss of $11 million.broadcast spectrum.
Discrete tax benefit: The net discrete tax benefit was principally related to the reversal of deferred taxes on earnings deemed permanently reinvested and the recognition of capital loss carryforwards.
Operating Income
YEAR ENDED SEPTEMBER 30, 2016 vs. 2015
Consolidated Results of Operations
Revenues
Worldwide revenues decreased $780Operating income increased $81 million, or 6%3%, to $12.488$2.570 billion in the year ended September 30, 2016. Media Networks revenues decreased $548 million, or 5%, principally reflecting lower affiliate and advertising revenues. Filmed Entertainment revenues decreased $221 million, or 8%, principally driven by lower theatrical revenues.
Expenses
Total expenses decreased $194 million, or 2%, to $9.962 billion in the year ended September 30, 2016. The decrease in expenses results from a comparison with the $784 million of restructuring and programming charges and $24 million loss on pension settlement in the prior year, partially offset by higher segment expenses and a restructuring charge of $206 million in the current year. Filmed Entertainment expenses increased $335 million, or 12%, driven by higher operating expenses. Media Networks expenses increased $111 million, or 2%, principally driven by SG&A expenses.
Operating
Operating expenses decreased $184 million, or 3%, to $6.684 billion in the year ended September 30, 2016. The decrease in operating expenses results from a comparison with the $578 million programming charge in the prior year, partially offset by higher Filmed Entertainment operating expenses.
Selling, General and Administrative
SG&A expenses decreased $9 million to $2.851 billion in the year ended September 30, 2016. The decrease in SG&A expenses reflects a decline in Filmed Entertainment SG&A expenses of $50 million, or 14%, and a comparison with the $24 million loss on pension settlement in the prior year, partially offset by an increase of Media Networks SG&A expenses of $91 million, or 4%.
Operating Income
Operating income decreased $586 million, or 19% to $2.526 billion in the year ended September 30, 2016,2018, reflecting the operating results discussed above. Excluding the items discussed in “Factors Affecting Comparability”, adjusted operating income decreased $1.188 billion, or 30%,increased $52 million to $2.732$2.795 billion in the year ended September 30, 2016.2018. Filmed Entertainment adjusted operating results improved $241 million, or 86%, and Media Networks adjusted operating income decreased $659$171 million, or 16%, to $3.484 billion, primarily reflecting revenue declines and5%. Corporate expenses increased

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expenses. Filmed Entertainment adjusted operating results decreased $556 million, reflecting the underperformance of current year films and an impairment charge related to the expected performance of an unreleased film. In addition, corporate expenses decreased $22 $17 million, or 9%8%, principally due to lowerin the year ended September 30, 2018 reflecting increased employee-related costs partially offset by expenses resulting from corporate governance matters.and fees for professional services.
Income Taxes
The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The currently relevant provisions of the Act provide for a reduction of the federal corporate income tax rate from 35% to 21% and a “transition tax” to be levied on the deemed repatriation of indefinitely reinvested earnings of international subsidiaries. As a result of these factors, as well as our fiscal year-end, the federal statutory tax rate decreased from 35% to a prorated rate of 24.5% for fiscal 2018. While the Act includes many provisions, those applicable to Viacom will be phased in and will not have full effect until fiscal 2019.
Our effective income tax rate was 26.1%13.5% in the year ended September 30, 2016.2018. The net discrete tax benefit of $102$200 million, taken together with the discrete tax impact of restructuring,the other factors affecting comparability, reduced the effective income tax rate by 5.610.2 percentage points. Excluding the impact of discrete tax items, our adjusted effective income tax rate was 31.7%23.7% in 2016.

2018, a decline of 6.3 percentage points from the prior year, principally related to the enactment of the Act.
Our effective income tax rate was 20.0%13.2% in the year ended September 30, 2015.2017. The net discrete tax benefit of $258$340 million, taken together with the discrete tax impact of the other factors affecting comparability, discussed above, reduced the effective income tax rate by 11.216.8 percentage points. Excluding the impact of discrete tax items, our adjusted effective income tax rate was 31.2%30.0% in 2015.2017.
Net Earnings from Continuing Operations Attributable to Viacom
Net earnings from continuing operations attributable to Viacom decreased $486$183 million, or 25%10%, to $1.436$1.688 billion in the year ended September 30, 2016, principally2018, due to the declineafter-tax impact of gains on asset sales in tax-effected operating income described above,the prior year, partially offset by lower interest expense, foreign exchange losses and net earnings attributable to noncontrolling interests.lapping the prior year programming charge. Excluding the items discussed in “Factors Affecting Comparability”, adjusted net earnings from continuing operations attributable to Viacom decreased $745increased $148 million, or 34%10%, to $1.465$1.659 billion in the year ended September 30, 2016.2018, driven by the impact of the Act and the increase in adjusted operating income.
Diluted Earnings Per Share from Continuing Operations
Diluted EPS from continuing operations decreased $1.12$0.48 per diluted share to $3.61$4.19 in the year ended September 30, 2016,2018, reflecting the impact of net earnings. Excluding the items discussed in “Factors Affecting Comparability”, adjusted diluted EPS from continuing operations decreased $1.76increased $0.35 per diluted share to $3.68.$4.12. Foreign exchange had an unfavorable $0.05$0.02 impact on diluted and adjusted diluted EPS from continuing operations.
Segment Results of Operations
Transactions between reportable segments are accounted for as third-party arrangements for the purposes of presenting segment results of operations. Typical intersegment transactions include the purchase of advertising by the Filmed Entertainment segment on Media Networks’ properties and the purchase of Filmed Entertainment’s feature films exhibition rightsfilm and television content by Media Networks.
Media Networks
 Year Ended September 30, Better/(Worse)
(in millions)2016 2015 $ %
Revenues by Component       
Advertising$4,809
 $5,007
 $(198) (4)%
Affiliate4,556
 4,908
 (352) (7)
Ancillary577
 575
 2
 
Total revenues by component$9,942
 $10,490
 $(548) (5)%
Expenses       
Operating$4,063
 $4,047
 $(16)  %
Selling, general and administrative2,229
 2,138
 (91) (4)
Depreciation and amortization166
 162
 (4) (2)
Total expenses$6,458
 $6,347
 $(111) (2)%
Adjusted Operating Income$3,484
 $4,143
 $(659) (16)%
        
Revenues
Worldwide revenues decreased $548 million, or 5%, to $9.942 billion in the year ended September 30, 2016, driven primarily by lower affiliate and advertising revenues. Domestic revenues were $8.039 billion, a decrease of $596 million, or 7%. International revenues were $1.903 billion, an increase of $48 million, or 3%. Foreign exchange had a 7-percentage point unfavorable impact on international revenues.

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Advertising
Worldwide advertising revenues decreased $198 million, or 4%, to $4.809 billion in the year ended September 30, 2016. Domestic advertising revenues decreased 5%. While pricing increased, softer ratings and reduced unit loads at certain of our networks contributed to lower audience delivery, reducing impressions and associated revenue. International advertising revenues were substantially flat. Excluding foreign exchange, which had a 9-percentage point unfavorable impact, international advertising revenues increased 9%, driven by growth in Europe.
Affiliate
Worldwide affiliate revenues decreased $352 million, or 7%, to $4.556 billion in the year ended September 30, 2016. Domestic affiliate revenues decreased 9%, principally reflecting a difficult comparison to the prior year which included higher revenues from SVOD and other OTT arrangements. Excluding the impact from the timing of product available under SVOD and other OTT arrangements, domestic affiliate revenues declined in the low-single digits, due to a modest decline in subscribers and the impact of rate equalization due to the consolidation of certain distributor agreements, partially offset by rate increases across the remaining subscriber base. International revenues increased 3%. Excluding the impact of foreign exchange, which had a 7-percentage point unfavorable impact, international affiliate revenues increased 10%, driven by new channel launches, increased subscribers, rate increases and the completion of certain SVOD and other OTT arrangements.
Ancillary
Worldwide ancillary revenues increased $2 million to $577 million in the year ended September 30, 2016. Domestic ancillary revenues decreased 6%, principally reflecting lower television syndication revenue. International ancillary revenues increased 9%. Excluding the impact of foreign exchange, which had a 5-percentage point unfavorable impact, international ancillary revenues increased 14%, driven by increased licensing revenue.
Expenses
Media Networks segment expenses increased $111 million, or 2%, to $6.458 billion in the year ended September 30, 2016.
Operating
Operating expenses increased $16 million to $4.063 billion in the year ended September 30, 2016. Programming costs increased $72 million, or 2%. Programming costs increased primarily reflecting 4-percentage points from our continuing investment in original content, partially offset by the net benefit attributable to abandoned or impaired programming. Distribution and other expenses decreased $56 million, or 11%, primarily driven by lower participation and residuals costs on SVOD arrangements.
Selling, General and Administrative
SG&A expenses increased $91 million, or 4%, to $2.229 billion in the year ended September 30, 2016, principally driven by higher costs for advertising and promotion, severance and data research, partially offset by 3-percentage points of benefit from our 2015 restructuring.
Adjusted Operating Income
Adjusted operating income decreased $659 million, or 16%, to $3.484 billion in the year ended September 30, 2016, reflecting the operating results discussed above.

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Filmed Entertainment
 Year Ended September 30, Better/(Worse)
(in millions)2016 2015 $ %
Revenues by Component       
Theatrical$605
 $841
 $(236) (28)%
Home entertainment783
 871
 (88) (10)
Licensing1,100
 980
 120
 12
Ancillary174
 191
 (17) (9)
Total revenues by component$2,662
 $2,883
 $(221) (8)%
Expenses       
Operating$2,738
 $2,350
 $(388) (17)%
Selling, general and administrative319
 369
 50
 14
Depreciation and amortization50
 53
 3
 6
Total expenses$3,107
 $2,772
 $(335) (12)%
Adjusted Operating Income/(Loss)$(445) $111
 $(556) NM
        
NM - Not Meaningful       
Revenues
Worldwide revenues decreased $221 million, or 8%, to $2.662 billion in the year ended September 30, 2016, principally driven by lower theatrical revenues. Domestic revenues were $1.361 billion, a decrease of $13 million, or 1%. International revenues were $1.301 billion, a decrease of $208 million, or 14%, with foreign exchange having a 3-percentage point unfavorable impact on international revenues.
Theatrical
Worldwide theatrical revenues decreased $236 million, or 28%, to $605 million in the year ended September 30, 2016. Revenues from our current year releases decreased $189 million principally due to the comparison with the performance of Mission: Impossible - Rogue Nation in the prior year. Significant current year releases included Star Trek Beyond, DaddysHomeTeenage Mutant Ninja Turtles:Out of the ShadowsThe Big Short and 10 Cloverfield Lane, compared with Mission: Impossible - Rogue Nation, Terminator: Genisys, The SpongeBob Movie:Sponge Out of Water and Interstellar in the prior year.Carryover revenues decreased $47 million principally reflecting revenues in the prior year from Teenage Mutant Ninja Turtles. Domestic and international theatrical revenues decreased 13% and 41%, respectively. Foreign exchange had a 3-percentage point unfavorable impact on international theatrical revenues.
Home Entertainment
Worldwide home entertainment revenues decreased $88 million, or 10%, to $783 million in the year ended September 30, 2016, principally reflecting lower revenues associated with third-party distribution and catalog titles.Domestic home entertainment revenues remained substantially flat and international home entertainment revenues decreased 24%. Foreign exchange had a 4-percentage point unfavorable impact on international home entertainment revenues.
Licensing
Licensing revenues increased $120 million, or 12%, to $1.100 billion in the year ended September 30, 2016, primarily driven by SVOD licensing fees. Domestic and international licensing revenues increased 11% and 13%, respectively.
Ancillary
Ancillary revenues decreased $17 million, or 9%, to $174 million in the year ended September 30, 2016. Domestic ancillary revenues remained flat, while international ancillary revenues decreased 30% principally due to lower merchandising revenues from Transformers: Age of Extinction.
Expenses
Filmed Entertainment segment expenses increased $335 million, or 12%, to $3.107 billion in the year ended September 30, 2016.

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OperatingMedia Networks
Operating expenses increased $388
 Year Ended September 30, Better/(Worse)
(in millions)2018 2017 $ %
Revenues by Component       
Advertising$4,751
 $4,862
 $(111) (2)%
Affiliate4,595
 4,638
 (43) (1)
Ancillary665
 596
 69
 12
Total revenues by component$10,011
 $10,096
 $(85) (1)%
Expenses       
Operating$4,315
 $4,232
 $(83) (2)%
Selling, general and administrative2,401
 2,392
 (9) 
Depreciation and amortization169
 175
 6
 3
Total expenses$6,885
 $6,799
 $(86) (1)%
Adjusted Operating Income$3,126
 $3,297
 $(171) (5)%
        
Revenues
Worldwide revenues decreased $85 million, or 17%1%, to $2.738$10.011 billion in the year ended September 30, 2016.2018. Domestic revenues decreased $218 million, or 3%, to $7.751 billion, driven by lower advertising and affiliate revenues, partially offset by increased ancillary revenues. International revenues increased $133 million, or 6%, to $2.260 billion, driven by increases in affiliate and advertising revenues and a 2-percentage point favorable impact from the Telefe acquisition.
Advertising
Worldwide advertising revenues decreased $111 million, or 2%, to $4.751 billion in the year ended September 30, 2018. Domestic advertising revenues decreased $157 million, or 4%, to $3.596 billion, principally reflecting lower linear impressions partially offset by higher pricing and growth in revenues from advanced marketing solutions, which increased 25%. International advertising revenues increased $46 million, or 4%, to $1.155 billion, primarily driven by a 2-percentage point favorable impact from the acquisition of Telefe, as well as growth at Telefe after the acquisition and growth in Europe.
Affiliate
Worldwide affiliate revenues decreased $43 million, or 1%, to $4.595 billion in the year ended September 30, 2018. Domestic affiliate revenues decreased $129 million, or 3%, to $3.791 billion, primarily driven by subscriber declines, which were partially offset by contractual rate increases. Rate increases were negatively impacted by renewal rate resets with certain distributors. International affiliate revenues increased $86 million, or 12%, to $804 million. Excluding a 2-percentage point favorable impact from foreign exchange, international affiliate revenues increased 10%, driven by increased subscription video-on-demand revenues, new channel launches and subscriber growth.
Ancillary
Worldwide ancillary revenues increased $69 million, or 12%, to $665 million in the year ended September 30, 2018, driven by increased consumer product, recreation and live event revenues. Domestic ancillary revenues increased $68 million, or 23%, to $364 million, benefiting from SpongeBob SquarePants: The Broadway Musical, as well as higher download-to-own and consumer product revenues. International ancillary revenues were substantially flat at $301 million. Excluding a 1-percentage point favorable impact from foreign exchange, international ancillary revenues decreased 1%.
Expenses
Media Networks segment expenses increased $86 million, or 1%, to $6.885 billion in the year ended September 30, 2018, driven by higher operating expenses.
Operating
Operating expenses increased $83 million, or 2%, to $4.315 billion in the year ended September 30, 2018. Programming costs were substantially flat at $3.758 billion. Distribution and other costs, principally print and advertising expenses increased $225$81 million, or 24%17%, primarily driven by higher marketing costs for our current year film slate. Film costs increased $163 million, or 11%, including a $115 million impairment charge related to the expected performance of an unreleased film and higher television production costs.growth initiatives.
Selling, General and Administrative
SG&A expenses decreased $50 million, or 14%, to $319 million in the year ended September 30, 2016, principally driven by lower employee costs, including 8-percentage points of benefit from our 2015 restructuring and other discretionary cost decreases.
Adjusted Operating Income/(Loss)
Adjusted operating loss was $445 million in the year ended September 30, 2016, compared with adjusted operating income of $111 million in 2015. The decline in results reflects the underperformance of current year films, such as Teenage Mutant Ninja Turtles:Out of the Shadows and Zoolander 2, as well as the impairment charge discussed above. We expect to generate an adjusted operating loss in the Filmed Entertainment segment for the quarter ended December 31, 2016, principally reflecting print and advertising expenses associated with our upcoming fiscal 2017 theatrical releases.
YEAR ENDED SEPTEMBER 30, 2015 vs. 2014
Consolidated Results of Operations
Revenues
Worldwide revenues decreased $515 million, or 4%, to $13.268were substantially flat at $2.401 billion in the year ended September 30, 2015. Excluding an unfavorable 2% impact2018. SG&A costs include a 3-percentage point benefit of foreign exchange, revenues declined 2%. Media Networks revenues increased $319 million, or 3%, principally reflecting higher affiliate and advertising revenues. Filmed Entertainment revenues decreased $842 million, or 23%, due to lower revenues across the distribution windows. Excluding an unfavorable 2% and 4% impact of foreign exchange, Media Networks revenues increased 5% and Filmed Entertainment revenues declined 19%, respectively.
Expenses
Total expenses increased $455 million, or 5%, to $10.156 billion in the year ended September 30, 2015, primarily due to $784 million of restructuring and programming charges and a $24 million loss on pension settlement, partiallysavings from our cost transformation initiatives offset by lower total segment expensesincreased advertising and a $43 million asset impairment charge inpromotion costs for the prior year. Filmed Entertainment expenses decreased $748 million, or 21%, driven by lower operating expenses, while Media Networks expenses increased $447 million, or 8%, reflecting higher operating expenses.
Operating
Operating expenses increased $326 million, or 5%, to $6.868 billion inlaunch of the year ended September 30, 2015. Consolidated operating expenses included a programming charge of $578 million, as described in more detail in the “Factors Affecting Comparability” section. Operating expenses increased $425 million, or 12%, at Media Networks, and decreased $681 million, or 22%, at Filmed Entertainment.
Selling, General and Administrative
SG&A expenses decreased $39 million, or 1%, to $2.860 billion in the year ended September 30, 2015. Filmed Entertainment SG&A expenses decreased $56 million, or 13%, and Media Networks SG&A expenses increased $8 million. Consolidated SG&A expenses in 2015 included a $24 million loss on pension settlement, as described in more detail in the “Factors Affecting Comparability” section. In addition, equity compensation declined $21 million.
Operating Income
Operating income decreased $970 million, or 24%, to $3.112 billion in the year ended September 30, 2015, reflecting the operating results discussed above. Excluding the items discussed in “Factors Affecting Comparability”, adjusted operating income decreased $205 million, or 5%, to $3.920 billion in the year ended September 30, 2015. Media Networks adjusted operating income decreased $128 million, or 3%, as higher revenues were more than offset by an increase in programming and marketing expenses. Filmed Entertainment adjusted operating income decreased $94 million, or 46%, reflecting lower contribution from films in release across the distribution windows.Paramount Network.

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Adjusted Operating Income Taxes
Our effectiveAdjusted operating income tax rate was 20.0% in the year ended September 30, 2015. The net discrete tax benefit of $258 million, taken together with the other factors affecting comparability discussed above, as applicable, reduced the effective income tax rate by 11.2 percentage points. Excluding the impact of discrete tax items, our adjusted effective income tax rate was 31.2% in 2015.

Our effective income tax rate was 29.9% in the year ended September 30, 2014. The net discrete tax benefit of $49 million, taken together with the other factors affecting comparability discussed above, as applicable, reduced the effective income tax rate by 1.5 percentage points. Excluding the impact of discrete tax items, our adjusted effective income tax rate was 31.4% in 2014.
Net Earnings from Continuing Operations Attributable to Viacom
Net earnings from continuing operations attributable to Viacom decreased $470$171 million, or 20%5%, to $1.922$3.126 billion in the year ended September 30, 2015, principally due to2018, reflecting the decline in tax-effected adjusted operating income described above, an increase in interest expense, reflecting higher levels of debt outstanding, and foreign currency exchange losses, partially offset by higher income from equity in net earnings of investee companies. Excluding the itemsresults discussed in “Factors Affecting Comparability”, adjusted net earnings from continuing operations attributable to Viacomabove.
Filmed Entertainment
 Year Ended September 30, Better/(Worse)
(in millions)2018 2017 $ %
Revenues by Component       
Theatrical$695
 $808
 $(113) (14)%
Home entertainment622
 849
 (227) (27)
Licensing1,529
 1,315
 214
 16
Ancillary195
 317
 (122) (38)
Total revenues by component$3,041
 $3,289
 $(248) (8)%
Expenses       
Operating$2,672
 $3,183
 $511
 16 %
Selling, general and administrative369
 342
 (27) (8)
Depreciation and amortization39
 44
 5
 11
Total expenses$3,080
 $3,569
 $489
 14 %
Adjusted Operating Loss$(39) $(280) $241
 86 %
        
Revenues
Worldwide revenues decreased $166$248 million, or 7%8%, to $2.210$3.041 billion in the year ended September 30, 2015.2018. Domestic revenues decreased $116 million, or 7%, to $1.512 billion. International revenues decreased $132 million, or 8%, to $1.529 billion. Foreign exchange had a 1-percentage point favorable impact on our international revenues.
Diluted Earnings Per Share from Continuing OperationsTheatrical
Diluted EPS from continuing operationsWorldwide theatrical revenues decreased $0.70 per diluted share$113 million, or 14%, to $4.73$695 million in the year ended September 30, 2015, reflecting lower net earnings partially offset by the impact of fewer outstanding shares. Excluding the items discussed in “Factors Affecting Comparability”, adjusted diluted EPS from continuing operations increased $0.04 per diluted share to $5.44,2018, principally reflecting the impactnumber and mix of fewer outstanding shares, partially offset by lower adjusted net earnings. current year releases. Significant current year releases included Mission: Impossible - Fallout, A Quiet Place, Daddy’s Home 2, Sherlock Gnomes and Book Club compared with Transformers: The Last Knight, xXx: Return of Xander Cage, Baywatch, Ghost in the Shell, Jack Reacher: Never Go Back and Arrival in the prior year.Domestic theatrical revenues increased 8%, reflecting the strong performance of current year releases Mission: Impossible - Fallout and A Quiet Place, while international theatrical revenues decreased 27%, due to a difficult comparison against the strong international performance of Transformers: The Last Knight and xXx: Return of Xander Cage in the prior year.
Home Entertainment
Worldwide home entertainment revenues decreased $227 million, or 27%, to $622 million in the year ended September 30, 2018, primarily reflecting the number and mix of titles in release. Significant current year releases included Daddy’s Home 2 and A Quiet Place compared to Star Trek Beyond, Jack Reacher: Never Go Back and Arrival in the prior year. Foreign exchange had an unfavorable $0.14a 4-percentage point favorable impact on dilutedinternational home entertainment revenues. Domestic and adjusted diluted EPS from continuing operations.international home entertainment revenues decreased 33% and 13%, respectively.
Segment Results of OperationsLicensing
Transactions between reportable segments are accounted for as third-party arrangements for the purposes of presenting segment results of operations. Typical intersegment transactions include the purchase of advertising by the Filmed Entertainment segment on Media Networks’ properties and the purchase of Filmed Entertainment’s feature films exhibition rights by Media Networks.
Media Networks
 Year Ended September 30, Better/(Worse)
(in millions)2015 2014 $ %
Revenues by Component       
Advertising$5,007
 $4,953
 $54
 1 %
Affiliate4,908
 4,660
 248
 5
Ancillary575
 558
 17
 3
Total revenues by component$10,490
 $10,171
 $319
 3 %
Expenses       
Operating$4,047
 $3,622
 $(425) (12)%
Selling, general and administrative2,138
 2,130
 (8) 
Depreciation and amortization162
 148
 (14) (9)
Total expenses$6,347
 $5,900
 $(447) (8)%
Adjusted Operating Income$4,143
 $4,271
 $(128) (3)%
        
Revenues
WorldwideLicensing revenues increased $319$214 million, or 3%16%, to $10.490$1.529 billion in the year ended September 30, 2015,2018, primarily driven primarily by higher affiliate the availability of Paramount Television product such as Tom Clancy’s Jack Ryan, Maniac and advertising revenues. Excluding an unfavorable 2% impactThe Alienist, the release of foreign exchange, worldwideThe Cloverfield Paradox and the mix of titles available in each market. Domestic and international licensing revenues increased 5%. Domestic revenues were $8.635 billion, an increase of $10 million. International revenues were $1.855 billion, an increase of $309 million, or 20%33% and 6%, primarily due to the acquisition of Channel 5 Broadcasting Limited (“Channel 5”), partially offset by foreignrespectively. Foreign exchange which had a 10-percentage1-percentage point unfavorablefavorable impact on international licensing revenues.
Ancillary
Ancillary revenues decreased $122 million, or 38%, to $195 million in the year ended September 30, 2018. The prior year includes revenues from the sale of a partial copyright interest in certain films in connection with an agreement then in place. 
Domestic ancillary revenues decreased 44% and international ancillary revenues decreased 15%.
Expenses
Filmed Entertainment segment expenses decreased $489 million, or 14%, to $3.080 billion in the year ended September 30, 2018, driven by lower operating expenses.

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AdvertisingOperating
Worldwide advertising revenues increased $54Operating expenses decreased $511 million, or 1%16%, to $5.007$2.672 billion in the year ended September 30, 2015. Domestic advertising revenues decreased 7%. While pricing remained essentially flat, softer ratings caused lower audience delivery, reducing impressions and associated revenue. International advertising revenues increased 60%, reflecting growth in Europe driven by the acquisition of Channel 5, partially offset by the impact of foreign exchange, which had a 10-percentage point unfavorable impact on international advertising revenues.
Affiliate
Worldwide affiliate revenues increased $248 million, or 5%, to $4.908 billion in the year ended September 30, 2015. Domestic affiliate revenues increased 8%, driven by rate increases as well as the benefit of timing of SVOD and other OTT distribution agreements. Excluding the impact from the timing of product available under SVOD and other OTT agreements, domestic affiliate revenues grew in the mid-single digits. International revenues decreased 7%, principally due to foreign exchange, which had an 11-percentage point unfavorable impact, partially offset by an increase in revenues driven by the launch of new channels and new distribution agreements.
Ancillary
Worldwide ancillary revenues increased $17 million, or 3%, to $575 million in the year ended September 30, 2015. Domestic ancillary revenues increased 6%, principally reflecting increased licensing revenue. International ancillary revenues decreased 1%, principally due to foreign exchange, which had a 6-percentage point unfavorable impact, partially offset by an increase in revenues driven by the acquisition of Channel 5.
Expenses
Media Networks segment expenses increased $447 million, or 8%, to $6.347 billion in the year ended September 30, 2015, driven by higher operating expenses.
Operating
Operating expenses increased $425 million, or 12%, to $4.047 billion in the year ended September 30, 2015. Programming costs increased $372 million, or 12%, driven by the acquisition of Channel 5 and our continuing investment in original programming. Programming costs also include 3-percentage points of benefit attributable to programming abandoned or impaired in the second fiscal quarter, as previously described in the “Factors Affecting Comparability” section.2018. Distribution and other costs, principally print and advertising expenses, increased $53decreased $633 million, or 12%40%, primarily driven by Channel 5 distribution costs.the number and mix of theatrical releases in the prior year, including

Transformers: The Last Knight, and a prior year charge resulting from the termination of a slate financing agreement. Film costs increased $122 million, or 8%, primarily driven by higher costs associated with television product.
Selling, General and Administrative
SG&A expenses were substantially flat at $2.138increased $27 million, or 8%, to $369 million in the year ended September 30, 2018, primarily driven by higher employee-related costs.
Adjusted Operating Loss
Adjusted operating loss was $39 million in the year ended September 30, 2018, compared with $280 million in 2017, an improvement of $241 million, or 86%, reflecting the operating results discussed above. Operating losses reflect the recognition of print and advertising expenses incurred in the period, generally before and throughout the theatrical release of a film, while revenues for the respective film are recognized as earned through its theatrical exhibition and subsequent distribution windows.
YEAR ENDED SEPTEMBER 30, 2017 vs. 2016
Consolidated Results of Operations
Revenues
Worldwide revenues increased $775 million, or 6%, to $13.263 billion in the year ended September 30, 2015. Higher advertising2017. Filmed Entertainment revenues increased $627 million, or 24%, and promotionalMedia Networks revenues increased $154 million, or 2%, with both segments reflecting increases across all revenue streams.
Expenses
Total expenses related to marketing original programming was offset by lower employee costs, including 2-percentage points of benefit from restructuring activities, as well as lower incentive compensation.

Depreciation and Amortization
Depreciation and amortization increased $14$939 million, or 9%, to $162 million in the year ended September 30, 2015, driven by the acquisition of Channel 5.
Adjusted Operating Income
Adjusted operating income decreased $128 million, or 3%, to $4.143$10.901 billion in the year ended September 30, 2015,2017, principally reflecting higher segment expenses, as well as restructuring and programming charges of $381 million in 2017, compared with $206 million of restructuring charges in 2016. Filmed Entertainment expenses increased $462 million, or 15%, primarily reflecting higher operating expenses. Media Networks expenses increased $341 million, or 5%, principally driven by higher operating and SG&A expenses.
Operating
Operating expenses increased $752 million, or 11%, to $7.436 billion in the year ended September 30, 2017. Consolidated operating expenses include a programming charge of $144 million in 2017, as described in more detail in “Factors Affecting Comparability”. Filmed Entertainment operating expenses increased $445 million, or 16%, and Media Networks operating expenses increased $169 million, or 4%.
Selling, General and Administrative
SG&A expenses increased $154 million, or 5%, to $3.005 billion in the year ended September 30, 2017, reflecting higher segment expenses of $186 million, partially offset by a decrease in equity-based compensation of $41 million, primarily driven by management changes. Media Networks SG&A expenses increased $163 million, or 7%, and Filmed Entertainment SG&A expenses increased $23 million, or 7%.

Restructuring
As discussed in “Factors Affecting Comparability”, restructuring charges of $237 million and $206 million were recognized in the years ended September 30, 2017 and 2016, respectively.

Gain on Asset Sale
As discussed in “Factors Affecting Comparability”, the year ended September 30, 2017 includes a $127 million gain on the sale of broadcast spectrum.
Operating Income
Operating income decreased $37 million, or 1%, to $2.489 billion in the year ended September 30, 2017, reflecting the operating results discussed above. Excluding the items discussed in “Factors Affecting Comparability”, adjusted operating income increased $11 million to $2.743 billion in the year ended September 30, 2017. Filmed Entertainment adjusted operating results improved $165 million, or 37%, principally reflecting the lapping of a 2016 film impairment charge and higher profits

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Filmed Entertainment
 Year Ended September 30, Better/(Worse)
(in millions)2015 2014 $ %
Revenues by Component       
Theatrical$841
 $1,209
 $(368) (30)%
Home entertainment871
 1,164
 (293) (25)
Licensing980
 1,115
 (135) (12)
Ancillary191
 237
 (46) (19)
Total revenues by component$2,883
 $3,725
 $(842) (23)%
Expenses       
Operating$2,350
 $3,031
 $681
 22 %
Selling, general and administrative369
 425
 56
 13
Depreciation and amortization53
 64
 11
 17
Total expenses$2,772
 $3,520
 $748
 21 %
Adjusted Operating Income$111
 $205
 $(94) (46)%
        
Revenues
Worldwide revenuesfrom Paramount Television productions. Media Networks adjusted operating income decreased $842$187 million, or 23%5%, to $2.883$3.297 billion, as higher revenues were more than offset by increased expenses.
Income Taxes
Our effective income tax rate was 13.2% in the year ended September 30, 2017. The net discrete tax benefit of $340 million, taken together with the discrete tax impact of the other factors affecting comparability, reduced the effective income tax rate by 16.8 percentage points. Excluding the impact of discrete tax items, our adjusted effective income tax rate was 30.0% in 2017, a decline of 1.7 percentage points from the prior year, primarily driven by the change in the mix of domestic and international income.
Our effective income tax rate was 26.1% in the year ended September 30, 2016. The net discrete tax benefit of $102 million, taken together with the discrete tax impact of the restructuring charge, reduced the effective income tax rate by 5.6 percentage points. Excluding the impact of discrete tax items, our adjusted effective income tax rate was 31.7% in 2016.
Net Earnings from Continuing Operations Attributable to Viacom
Net earnings from continuing operations attributable to Viacom increased $435 million, or 30%, to $1.871 billion in the year ended September 30, 2015. Excluding an unfavorable 4% impact of foreign exchange, worldwide revenues declined 19%,2017, principally due to lower revenues acrossgains on asset sales. Excluding the distribution windows reflecting the mix of films. Domestic revenues were $1.374 billion, a decrease of $347 million, or 20%. International revenues were $1.509 billion, a decrease of $495 million, or 25%items discussed in “Factors Affecting Comparability, with foreign exchange having an 8-percentage point unfavorable impact on international revenues.
Theatrical
Worldwide theatrical revenues decreased $368 million, or 30%,adjusted net earnings from continuing operations attributable to $841 million in the year ended September 30, 2015. Revenues from our current year releases were lower by $422 million due to the mix of releases, partially offset by higher carryover revenues of $54 million from prior year releases, principally from Teenage Mutant Ninja Turtles. Significant current year releases included Mission: Impossible - Rogue Nation, Terminator: Genisys, The SpongeBob Movie:Sponge Out of Water, Interstellar and Selma, while the prior year included Transformers: Age of Extinction, Teenage Mutant Ninja Turtles and Noah. Domestic theatrical revenues decreased 26% and international revenues decreased 34%. Foreign exchange had a 10-percentage point unfavorable impact on international theatrical revenues.
Home Entertainment
Worldwide home entertainment revenues decreased $293 million, or 25%, to $871 million in the year ended September 30, 2015, reflecting a decline in revenues from third-party distribution titles, carryover revenues from prior year releases and our current year releases due to the mix of titles. Significant titles in the current year included Teenage Mutant Ninja Turtles, Interstellar and The SpongeBob Movie:Sponge Out of Water, while the prior yearincluded Transformers: Age of Extinction, The Wolf of Wall Street, Noah and Jackass: Bad Grandpa. Domestic and international home entertainment revenues decreased 16% and 35%, respectively. Foreign exchange had a 7-percentage point unfavorable impact on international home entertainment revenues.
Licensing
Licensing revenues decreased $135 million, or 12%, to $980 million in the year ended September 30, 2015, primarily driven by the mix of available titles. Domestic and international licensing revenues decreased 19% and 8%, respectively. Foreign exchange had a 5-percentage point unfavorable impact on international licensing revenues.
Ancillary
Ancillary revenues decreasedViacom increased $46 million, or 19%3%, to $191 million in the year ended September 30, 2015, primarily driven by a benefit from the sale of certain distribution rights in the prior year. Domestic and international ancillary revenues decreased 19% and 21%, respectively.
Expenses
Filmed Entertainment segment expenses decreased $748 million, or 21%, to $2.772$1.511 billion in the year ended September 30, 2015,2017, driven by the decrease in adjusted effective tax rate and increase in adjusted operating income.
Diluted Earnings Per Share from Continuing Operations
Diluted EPS from continuing operations increased $1.06 per diluted share to $4.67 in the year ended September 30, 2017, reflecting the impact of net earnings. Excluding the items discussed in “Factors Affecting Comparability”, adjusted diluted EPS from continuing operations increased $0.09 per diluted share to $3.77. Foreign exchange had an unfavorable $0.05 impact on diluted and adjusted diluted EPS from continuing operations.
Segment Results of Operations
Media Networks
 Year Ended September 30, Better/(Worse)
(in millions)2017 2016 $ %
Revenues by Component       
Advertising$4,862
 $4,809
 $53
 1 %
Affiliate4,638
 4,556
 82
 2
Ancillary596
 577
 19
 3
Total revenues by component$10,096
 $9,942
 $154
 2 %
Expenses       
Operating$4,232
 $4,063
 $(169) (4)%
Selling, general and administrative2,392
 2,229
 (163) (7)
Depreciation and amortization175
 166
 (9) (5)
Total expenses$6,799
 $6,458
 $(341) (5)%
Adjusted Operating Income$3,297
 $3,484
 $(187) (5)%
        
Revenues
Worldwide revenues increased $154 million, or 2%, to $10.096 billion in the year ended September 30, 2017. Worldwide revenues include a 3-percentage point favorable impact from the acquisition of Telefe. Domestic revenues decreased $70 million, or 1%, to $7.969 billion. International revenues increased $224 million, or 12%, to $2.127 billion. Excluding a 5-percentage point unfavorable impact from foreign exchange, international revenues increased 17%, primarily driven by an 11-percentage point favorable impact from the Telefe acquisition.
Advertising
Worldwide advertising revenues increased $53 million, or 1%, to $4.862 billion in the year ended September 30, 2017. Foreign exchange had a 2-percentage point unfavorable impact on worldwide advertising revenues. Worldwide advertising revenues include a 4-percentage point favorable impact from the acquisition of Telefe. Domestic advertising revenues decreased $85 million, or 2%, to $3.753 billion, reflecting higher pricing, more than offset by lower operating expenses.impressions. International advertising revenues increased $138 million, or 14%, to $1.109 billion. Excluding an 8-percentage point unfavorable impact from foreign

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Operatingexchange, international advertising revenues increased 22%, primarily driven by an 18-percentage point favorable impact from the Telefe acquisition, as well as growth in Europe.
Operating expenses decreased $681Affiliate
Worldwide affiliate revenues increased $82 million, or 22%2%, to $2.350$4.638 billion in the year ended September 30, 2015.2017. Domestic affiliate revenues increased $39 million, or 1%, to $3.920 billion, principally reflecting rate increases and higher revenues from subscription video-on-demand and other OTT agreements, partially offset by a decline in subscribers. International affiliate revenues increased $43 million, or 6%, to $718 million. Excluding a 3-percentage point unfavorable impact from foreign exchange, international affiliate revenues increased 9%, driven by the impact of rate increases, subscriber growth, new channel launches and subscription video-on-demand and other OTT agreements, as well as a 2-percentage point favorable impact from the Telefe acquisition.
Ancillary
Worldwide ancillary revenues increased $19 million, or 3%, to $596 million in the year ended September 30, 2017. Worldwide ancillary revenues include a 2-percentage point favorable impact from the acquisition of Telefe. Domestic ancillary revenues decreased $24 million, or 8%, to $296 million, principally driven by lower consumer product revenue. International ancillary revenues increased $43 million, or 17%, to $300 million, principally driven by higher consumer product revenue and the acquisition of Telefe, which had a 6-percentage point favorable impact on international ancillary revenues.
Expenses
Media Networks segment expenses increased $341 million, or 5%, to $6.799 billion in the year ended September 30, 2017. Worldwide expenses include an unfavorable 3-percentage point impact from the acquisition of Telefe.
Operating
Operating expenses increased $169 million, or 4%, to $4.232 billion in the year ended September 30, 2017. Programming costs increased $127 million, or 3%, primarily due to the acquisition of Telefe. Distribution and other expenses increased $42 million, or 10%, driven by increased participation and royalty costs on certain distribution and advertising agreements.
Selling, General and Administrative
SG&A expenses increased $163 million, or 7%, to $2.392 billion in the year ended September 30, 2017, reflecting a 3-percentage point increase due to the acquisition of Telefe, and higher employee-related and advertising and promotion costs.
Adjusted Operating Income
Adjusted operating income decreased $187 million, or 5%, to $3.297 billion in the year ended September 30, 2017, reflecting the operating results discussed above.
Filmed Entertainment
 Year Ended September 30, Better/(Worse)
(in millions)2017 2016 $ %
Revenues by Component       
Theatrical$808
 $605
 $203
 34 %
Home entertainment849
 783
 66
 8
Licensing1,315
 1,100
 215
 20
Ancillary317
 174
 143
 82
Total revenues by component$3,289
 $2,662
 $627
 24 %
Expenses       
Operating$3,183
 $2,738
 $(445) (16)%
Selling, general and administrative342
 319
 (23) (7)
Depreciation and amortization44
 50
 6
 12
Total expenses$3,569
 $3,107
 $(462) (15)%
Adjusted Operating Loss$(280) $(445) $165
 37 %
        

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Revenues
Worldwide revenues increased $627 million, or 24%, to $3.289 billion in the year ended September 30, 2017. Domestic revenues increased $267 million, or 20%, to $1.628 billion. International revenues increased $360 million, or 28%, to $1.661 billion.
Theatrical
Worldwide theatrical revenues increased $203 million, or 34%, to $808 million in the year ended September 30, 2017, principally driven by the release of Transformers: The Last Knight. Other significant 2017 releases included xXx: Return of Xander Cage, Baywatch, Ghost in the Shell, Jack Reacher: Never Go Back and Arrival, compared with Star Trek Beyond, DaddysHomeTeenage Mutant Ninja Turtles:Out of the Shadows and The Big Short in 2016.Domestic theatrical revenues decreased 9%, while international theatrical revenues increased 86%, due to the strong international performance of Transformers: The Last Knight.
Home Entertainment
Worldwide home entertainment revenues increased $66 million, or 8%, to $849 million in the year ended September 30, 2017, primarily reflecting higher carryover revenues, driven by Teenage Mutant Ninja Turtles:Out of the Shadows, as well as catalog distribution revenues. Significant current year releases included Star Trek Beyond, Jack Reacher: Never Go Back and Arrival, while prior year releases included Mission: Impossible - Rogue Nation, Terminator: Genisys and Daddy’s Home. Foreign exchange had a 4-percentage point unfavorable impact on international home entertainment revenues. Domestic and international home entertainment revenues increased 11% and 3%, respectively.
Licensing
Licensing revenues increased $215 million, or 20%, to $1.315 billion in the year ended September 30, 2017, primarily driven by Paramount Television productions, including Shooter, 13 Reasons Why and Berlin Station. Domestic and international licensing revenues increased 32% and 13%, respectively.
Ancillary
Ancillary revenues increased $143 million, or 82%, to $317 million in the year ended September 30, 2017. Domestic ancillary revenues increased 89%, driven by the sale of a partial copyright interest in certain films released during the first half of the year in connection with an agreement then in place. International ancillary revenues increased 59%.
Expenses
Filmed Entertainment segment expenses increased $462 million, or 15%, to $3.569 billion in the year ended September 30, 2017.
Operating
Operating expenses increased $445 million, or 16%, to $3.183 billion in the year ended September 30, 2017. Distribution and other costs, principally print and advertising expenses, decreased $454increased $426 million, or 33%37%, primarily driven by higher marketing costs for our 2017 film slate and a charge resulting from the termination of a slate financing agreement. Film costs increased $19 million, or 1%, primarily driven by the mix2017 slate, including the release of current year releases. Film costs decreased $227 million, or 14%Transformers:The Last Knight, reflecting lower participation costs.partially offset by the lapping of a 2016 impairment charge.
Selling, General and Administrative
SG&A expenses decreased $56increased $23 million, or 13%7%, to $369$342 million in the year ended September 30, 2015, principally2017, primarily driven by lower employee costs, including lower incentive compensation and 3-percentage points of benefit from restructuring activities, as previously described in the “Factors Affecting Comparability” section.

Depreciation and Amortization
Depreciation and amortization decreased $11 million, or 17%, driven by a decline in amortization expense associated with an intangible asset becoming fully amortized in the prior year.higher employee-related costs.
Adjusted Operating IncomeLoss
Adjusted operating incomeloss was $111$280 million in the year ended September 30, 2015,2017, compared with $205$445 million in 2014, principally2016, an improvement of $165 million, or 37%, reflecting lower contributions from films in release across the distribution windowsoperating results discussed above. Operating losses reflect the recognition of print and the benefit from the sale of certain distribution rightsadvertising expenses incurred in the prior year.period, generally before and throughout the theatrical release of a film, while revenues for the respective film are recognized as earned through its theatrical exhibition and subsequent distribution windows.

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LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Sources and Uses of Cash
Our primary source of liquidity is cash provided through the operations of our businesses. We have access to external financing sources such as our $2.5 billion five-year revolving credit facility and the capital markets. Our principal uses of cash from operations include the creation of new programming and film content, acquisitions of third-party content, and interest and income tax payments. We also use cash for the repayment of debt, quarterly cash dividends, capital expenditures and acquisitions of businesses, as well as discretionary share repurchases under our stock repurchase program, as deemed appropriate.businesses.
The Media Networks segment consistently generates a significant percentage of our cash flow from operating activities. Advertising is generally purchased by large media buying agencies and our affiliate revenues are earned from cable and direct-to-home satellite television operators and other distributors. The Filmed Entertainment segment’s operational results and ability to generate cash flow from operations substantially depend on the number and timing of films and television series in development and production, the level and timing of print and advertising costs, and the public’s response to our theatrical film and home entertainment releases. In general, our segments require relatively low levels of capital expenditures in relation to our annual cash flow from operations. This contributes to our ability to generate cash flow for future investment in our content and business operations, which we expect to be able to maintain over time.
We use commercial paper borrowings, backstopped by our credit facility, and the credit facility to fund short-term domestic liquidity needs principally driven by the timing of our domestic operating cash flows. Our cash and cash equivalents totaled $379 million$1.557 billion as of September 30, 2016,2018, of which $265$671 million was held by our foreign subsidiariessubsidiaries.
As a result of the enactment of the Act, the Company recorded $81 million of provisional transition tax on $999 million of previously indefinitely reinvested foreign earnings and isrepatriated substantially all deemed permanently reinvested in our foreign operations. While we currentlyof these earnings to the U.S. during the fiscal year. We do not intend or foresee a need for repatriating funds held in our foreign subsidiaries, shouldcurrently have plans to repatriate any undistributed international cash not subject to the transition tax. Should we require additional capital in the U.S., we could elect to repatriate these additional funds or access external financing. Repatriatingfinancing, but repatriating these funds could result in a higher effectiveapproximately $90 million to $110 million of U.S. tax. Cash from earnings of our international subsidiaries generated after December 31, 2017 can be repatriated to the U.S. without incremental U.S. federal tax rate and cash taxes paid.under the Act.
We believe that our cash flows from operating activities together with our credit facility provide us with adequate resources to fund our anticipated ongoing cash requirements. We anticipate that future debt maturities will be funded with cash and cash equivalents, cash flows from operating activities and future access to capital markets, including our credit facility.
We may continue to access external financing from time to time depending on our cash requirements, assessments of current and anticipated market conditions and after-tax cost of capital. Our access to capital markets can be impacted by factors outside our control, including economic conditions; however, we believe that our strong cash flows and balance sheet, our credit facility and our credit rating will provide us with adequate access to funding given our expected cash needs. Any new borrowing cost would be affected by market conditions and short and long-term debt ratings assigned by independent rating

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agencies, and there can be no assurance that we will be able to access capital markets on terms and conditions that will be favorable to us.
Cash Flows
Cash and cash equivalents were $1.557 billion as of September 30, 2018, which increased $168 million compared with September 30, 2017. The netfollowing tables include information driving the change in cash and cash equivalents for eachand a reconciliation of net cash provided by operating activities (GAAP) to free cash flow and operating free cash flow (non-GAAP). We define free cash flow as net cash provided by operating activities minus capital expenditures. We define operating free cash flow as free cash flow, excluding the impact of the years ended September 30, 2016, 2015cash premium on the extinguishment of debt, as applicable. Free cash flow and 2014 is detailed below:operating free cash flow are non-GAAP measures. Management believes the use of these measures provides investors with an important perspective on, in the case of free cash flow, our liquidity, including our ability to service debt and make investments in our businesses, and, in the case of operating free cash flow, our liquidity from ongoing activities.

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Cash Flows (in millions)
Year Ended 
 September 30,
2016 2015 2014
Cash provided by operations$1,371
 $2,313
 $2,597
Net cash flow used in investing activities(299) (257) (855)
Net cash flow used in financing activities(1,173) (2,477) (3,100)
Effect of exchange rate changes on cash and cash equivalents(26) (73) (45)
Net change in cash and cash equivalents$(127) $(494) $(1,403)
      
          
Change in cash and cash equivalents
(in millions)
Year Ended 
 September 30,
 
Better/(Worse)
$
2018 2017 2016 2018 vs. 2017 2017 vs. 2016
Net cash provided by operating activities$1,822
 $1,672
 $1,371
 $150
 $301
Net cash provided by/(used in) investing activities(224) 329
 (299) (553) 628
Net cash used in financing activities(1,410) (1,011) (1,173) (399) 162
Effect of exchange rate changes on cash and cash equivalents(20) 20
 (26) (40) 46
Net change in cash and cash equivalents$168
 $1,010
 $(127) $(842) $1,137
Reconciliation of net cash provided by operating activities
to free cash flow and operating free cash flow
         
Net cash provided by operating activities (GAAP)$1,822
 $1,672
 $1,371
 $150
 $301
Capital expenditures(178) (195) (172) 17
 (23)
Free cash flow (Non-GAAP)1,644
 1,477
 1,199
 167
 278
Debt retirement premium
 33
 
 (33) 33
Operating free cash flow (Non-GAAP)$1,644
 $1,510
 $1,199
 $134
 $311
          
Operating Activities
Cash provided by operationsoperating activities was $1.371$1.822 billion in 2016, a decrease2018, an increase of $942$150 million compared with 2015,2017, primarily reflecting the impact from lower net earnings, higherincome taxes and interest payments, partially offset by an increase in payments associated with film and television production spending and unfavorable working capital requirements.
Cash provided by operations was $2.313 billion in 2015, a decrease of $284 million compared with 2014. The decrease primarily reflects an increase in programming spending, partially offset by lower income tax payments.
production. See Note 17 of the Consolidated Financial Statements for more information regarding income tax payments.
Cash provided by operating activities was $1.672 billion in 2017, an increase of $301 million compared with 2016, primarily reflecting lower film production spend, partially offset by other unfavorable working capital requirements, including higher income tax payments.
Investing Activities
Cash used in investing activities was $224 million in 2018, principally reflecting capital expenditures and our acquisition activity, comprised of WhoSay Inc., VidCon LLC and Awesomeness TV Holdings, LLC.
Cash provided by investing activities was $329 million in 2017, principally reflecting net proceeds of $593 million from the sale of our investment in EPIX, $147 million from the sale of certain broadcast spectrum and $108 million from the sale of marketable securities, partially offset by the acquisition of Telefe for $336 million, net of cash acquired, and capital expenditures.
Cash used in investing activities was $299 million in 2016, principally reflecting capital expenditures and contributions made into grantor trusts in connection with the separation of certain senior executives. See Note 14 of the Consolidated Financial Statements for additional information.
Cash used in investing activities was $257 million in 2015, principally reflecting capital expenditures and our investment in Prism TV Private Limited.Financing Activities
Cash used in investingfinancing activities was $855 million$1.410 billion in 2014,2018, principally reflecting the purchase price for the acquisition$1.000 billion of Channel 5debt repayments and capital expenditures.dividend payments of $322 million.
Financing ActivitiesCash used in financing activities was $1.011 billion in 2017, principally reflecting net payments of $783 million from debt transactions and dividend payments of $319 million, partially offset by stock option exercise proceeds of $172 million.
Cash used in financing activities was $1.173 billion in 2016, primarily driven by dividend payments of $635 million, debt repayments of $368 million and the settlement of share repurchases totaling $100 million.
Cash used in financing activities was $2.477 billion in 2015, driven by the settlement of share repurchases totaling $1.548 billion, dividend payments of $564 million and net payments of $410 million from debt transactions. Proceeds of $990 million from the issuance of senior notes and debentures with an aggregate face value of $1.0 billion were more than offset by debt repayments of $1.400 billion.
Cash used in financing activities was $3.100 billion in 2014, driven by the settlement of share repurchases totaling $3.529 billion and dividend payments of $541 million, partially offset by net proceeds of $884 million from debt transactions. Proceeds of $1.484 billion from the issuance of senior notes and debentures with an aggregate face value of $1.5 billion were partially offset by the debt extinguishment payment of $600 million.
In September 2016, we decreased our quarterly dividend to $0.20 per share of Class A and Class B common stock from $0.40 per share, beginning with the dividend paid on October 3, 2016.

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Capital Resources
Capital Structure and Debt
Our debt outstanding as of September 30, 20162018 and 20152017 is as follows:
Debt (in millions)
September 30,
2016 2015
Senior notes and debentures$11,793
 $12,142
Capital leases and other obligations120
 143
Total debt$11,913
 $12,285
    
Senior Notes and Debentures
Debt
(in millions)
September 30,
2018 2017
Notes and debentures$10,052
 $11,065
Capital leases and other obligations30
 54
Total debt$10,082
 $11,119
    
In the third quarter2018, we redeemed $1.039 billion of fiscal 2016, we repaid the $368 million aggregate principal amount of our 6.250% Senior Notes due April 2016.
Our outstanding senior notes and debentures provide for certain covenant packages typical for an investment grade company. There is one acceleration trigger for certaina redemption price of $1.000 billion. As a result, we recognized a net pre-tax extinguishment gain of $25 million, which included $14 million of unamortized debt costs and transaction fees.
Our 5.875% Junior subordinated debentures due February 2057 and 6.250% Junior subordinated debentures due February 2057 accrue interest at the stated fixed rates until February 28, 2022 and February 28, 2027, respectively, collectively the “Junior Subordinated Debentures”, on which dates the rates will switch to floating rates based on three-month LIBOR plus 3.895% and 3.899%, respectively, reset quarterly. The Junior Subordinated Debentures can be called by us at any time after the expiration of the senior notes and debentures in the event of a change in control under certain specified circumstances coupled with ratings downgrades due to the change in control.
At September 30, 2016 and 2015, the total unamortized discount and issuance fees and expenses related to the fixed rate senior notes and debentures was $459 million and $478 million, respectively.
On October 4, 2016, we issued a total of $1.3 billion of senior notes as follows:
$400 million in aggregatefixed-rate period. The outstanding principal amount of 2.250% senior notes due 2022 at a price equal to 99.692%each of the principal amount (the “2022 Senior Notes”);Junior Subordinated Debentures was $650 million as of September 30, 2018.
The subordination, interest deferral option and
$900 million in aggregate principal amount of 3.450% senior notes due 2026 at a price equal to 99.481% extended term of the principal amount (the “2026 Senior Notes”Junior Subordinated Debentures provide significant credit protection measures for senior creditors and, together withas a result of these features, the 2022 Senior Notes, the “Senior Notes”).debentures received a 50% equity credit by S&P and Fitch, and a 25% equity credit by Moody’s.
The interest rate payable on our 2.250% Senior notes due February 2022 and 3.450% Senior notes due October 2026, collectively the Senior Notes“Senior Notes”, will be subject to adjustment from time to time if Moody’s Investors Services, Inc. or S&P Global Ratings downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Senior Notes. The interest rate on thethese Senior Notes would increase by 0.25% upon each credit agency downgrade up to a maximum of 2.00%, and would similarly be decreased for subsequent upgrades. The outstanding principal amount of our 2.250% Senior notes due February 2022 and 3.450% Senior notes due October 2026 was $103 million and $479 million as of September 30, 2018, respectively.
The proceeds, netOur outstanding notes and debentures provide for certain covenant packages typical for an investment grade company. There is an acceleration trigger for the majority of the notes and debentures in the event of a change in control under specified circumstances coupled with ratings downgrades due to the change in control, as well as certain optional redemption provisions for our junior debentures.
At September 30, 2018 and 2017, the total unamortized discount and other issuance fees and expenses from the issuance of the Senior Notes were $1.285 billion. We intendrelated to use the net proceeds for the repayment of outstanding senior notes, as detailed below, and borrowings under our commercial paper program, and, to the extent that any proceeds remain, for general corporate purposes.
In October 2016, we delivered notices of redemption to redeem all $400 million of our outstanding 2.500% senior notes due December 2016 and all $500debentures was $431 million of our outstanding 3.500% senior notes due April 2017. The redemption is expected to take place on November 14, 2016.and $457 million, respectively.
Credit Facility: At September 30, 20162018 and 2015,2017, there were no amounts outstanding under our $2.5 billion revolving credit facility due November 2019. The average credit facility amount outstanding for the twelve months ending September 30, 20162018 was $261$42 million, which had a weighted average interest rate of 1.30%2.74%. The credit facility is used for general corporate purposes and to support commercial paper outstanding, if any. The borrowing rate under the credit facility is LIBOR plus a margin ranging from 1.25% to 2.25% based on our current public debt rating. The credit facility has one principal financial covenant that requires our interest coverage for the most recent four consecutive fiscal quarters to be at least 3.0x, which we met as of September 30, 2016.2018.
Commercial Paper: At September 30, 20162018 and 2015,2017, there was no commercial paper outstanding. The average commercial paper outstanding for the twelve months ending September 30, 20162018 was $1.3 billion,$683 million, which had a weighted average interest rate of 0.96%2.25%.
Stock Repurchase Program: During 2018 and 2017, we did not repurchase any shares of Class B common stock. During 2016, we repurchased 2.1 million shares of Class B common stockunder the program for an aggregate price of $100 million, leavingmillion. There is $4.9 billion of remaining capacity under our $20.0 billion stock repurchase program. During 2015 and 2014, we repurchased 21.1 million and 40.7 million shares under the program for an aggregate price of $1.5 billion and $3.4 billion, respectively.

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Commitments and Contingencies
Our commitments primarily consist of programming and talent commitments, operating and capital lease arrangements, and purchase obligations for goods and services. These arrangements result from our normal course of business and represent obligations that may be payable over several years. See Note 11 of the Consolidated Financial Statements for additional information. Additionally, we are subject to a redeemable put option (see Note 10 to our Consolidated Financial Statements).
Guarantees: In the course of our business, we both provide and receive the benefit of indemnities that are intended to allocate certain risks associated with business transactions. Similarly, we may remain contingently liable for various obligations of a business that has been divested in the event that a third party does not live up to its obligations under an indemnification agreement. See Note 11 of the Consolidated Financial Statements for additional information.
Leases - We have certain indemnification obligations with respect to leases primarily associated with the previously discontinued operations of Famous Players Inc. (“Famous Players”). In addition, we have certain indemnities provided by the acquirer of Famous Players.
Other - We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business.
Legal Matters:See Note 11 of the Consolidated Financial Statements for information regarding legal matters.
Film Financing Arrangements: From time to time we enter into film or television programming (collectively referred to as “film”) financing arrangements that involve the sale of a partial copyright interest in a film to third-party investors. Since the investors typically have the risks and rewards of ownership proportionate to their ownership in the film, we generally record the amounts received for the sale of copyright interest as a reduction of the cost of the film and related cash flows are reflected in net cash flow from operating activities. We also enter into collaborative arrangements with other studios to jointly finance and distribute theatrical productionsfilms (“co-financing arrangements”). A co-financing arrangement typically involves joint ownership of the film asset with, under which each partner is responsible for distribution of the film in specific territories.territories or distribution windows. The partnerspartners’ share in the profits and losses of the film in accordance with their respective ownership interest.films under these arrangements are included within participations expense under the individual-film-forecast-computation method.
Contractual Obligations
Our contractual obligations include amounts reflected on our balance sheet, as well as off-balance sheet arrangements. At September 30, 2016,2018, our significant contractual obligations, including payments due for the next five fiscal years and thereafter, were as follows:
Contractual Obligations
(in millions)
Total 1 year 
2-3
years
 
4-5
years
 
After 5
years
Total 2019 2020-2021 2022-2023 Thereafter
Off-balance Sheet Arrangements                  
Programming and talent commitments (1)
$1,550
 $717
 $677
 $135
 $21
$2,001
 $759
 $833
 $334
 $75
Operating leases (2)
1,768
 228
 303
 275
 962
1,686
 176
 426
 294
 790
Purchase obligations (3)
1,211
 532
 383
 233
 63
1,050
 578
 386
 70
 16
On-Balance Sheet Arrangements                  
Capital lease obligations (4)
$80
 $21
 $43
 $15
 $1
$34
 $19
 $14
 $
 $1
Debt12,252
 900
 1,950
 900
 8,502
10,483
 550
 752
 2,331
 6,850
Interest payments(5)8,360
 553
 1,002
 869
 5,936
9,415
 518
 950
 867
 7,080
Other long-term obligations (5)(6)
2,162
 1,493
 580
 89
 
2,412
 1,391
 846
 169
 6
(1)Programming and talent commitments include $1.191$1.569 billion relating to media networks programming and $359$432 million for talent contracts.
(2)Operating leases include long-term non-cancelable operating lease commitments for office space, equipment, transponders, studio facilities and vehicles.
(3)Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including open purchase orders.
(4)Capital lease obligations include capital leases for satellite transponders.
(5)Interest payments on our junior subordinated debentures subsequent to the expiration of their fixed-rate periods have been included based on their current fixed rates.
(6)Other long-term obligations principally consist of participations, residuals and programming obligations for content that is available for airing.

Note: The table above does not include $1.3 billion principal amount of payments with respect to the Senior Notes issued on October 4, 2016. Interest payments for the Senior Notes total approximately $360 million through maturity.
The table above does not include payments which may result from our defined benefit pension plans of $504$402 million, unrecognized tax benefits of $201$200 million, including interest and penalties, interest payments to be made under our credit facility and for commercial paper outstanding, $211$246 million of redeemable noncontrolling interest and lease indemnification obligations of approximately $230$141 million. The amount and timing of payments with respect to these items are subject to a number of uncertainties such that we are unable to make sufficiently reliable estimations of future payments.

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MARKET RISK
We are exposed to market risk related to foreign currency exchange rates and interest rates. We use or expect to use derivative financial instruments to modify exposure to risks from fluctuations in foreign currency exchange rates and interest rates. In accordance with our policy, we do not use derivative instruments unless there is an underlying exposure, and we do not hold or enter into financial instruments for speculative trading purposes.
Foreign Exchange Risk
We conduct business in various countries outside the U.S., resulting in exposure to movements in foreign exchange rates when translating from the foreign local currency to the U.S. Dollar.
We use foreign currency forward contracts to economically hedge anticipated cash flows and foreign currency balances in such currencies as the British Pound, the Euro, the Brazilian Real, the Japanese Yen,Canadian Dollar, the Australian Dollar, the Singapore DollarJapanese Yen and the Canadian Dollar.Brazilian Real. We also enter into forward contracts to hedge future production costs orand programming obligations. The change in fair value of non-designated foreign exchange contracts is included in current period earnings as part of Other items, net in the Consolidated Statements of Earnings. We manage the use of foreign exchange derivatives centrally.
At September 30, 20162018 and 2015,2017, the notional value of all foreign exchange contracts was $1.149 billion$642 million and $1.040 billion,$869 million, respectively. In 2016, $8742018, $345 million related to future production costs and $297 million related to our foreign currency balances and $275balances. In 2017, $582 million related to future production costs. In 2015, $769costs and $287 million related to our foreign currency balances and $271 million related to future production costs.balances.
Interest Rate Risk
A portion of our interest expense is exposed to movements in short-term rates. A 1% change to the weighted average interest rate on commercial paper and credit facility amounts outstanding in 20162018 would increase or decrease interest expense by approximately $16$7 million. Also, interest expense for future long-term debt issues is exposed to movements in long-term rates. Interest rate hedges may be used to modify both of these exposures at our discretion. There were no interest ratesrate hedges outstanding at September 30, 20162018 and 2015.2017.
Viacom has issued senior notes and debentures that, at September 30, 2016,2018, had an outstanding balance of $11.8$10.1 billion and an estimated fair value of $12.8$10.5 billion. A 1% increase or decrease in the level of interest rates would decrease or increase the fair value of the senior notes and debentures by approximately $962$800 million and $1.133 billion,$900 million, respectively.
Credit Risk
We continually monitor our positions with, and credit quality of, our customers and the financial institutions that are counterparties to our financial instrument agreements. We are exposed to credit loss in the event of nonpayment by our customers and nonperformance by the counterparties to our financial instrument agreements. However, we do not anticipate nonperformance by the counterparties to our financial instrument agreements and we believe our allowance for doubtful accounts is sufficient to cover any anticipated nonpayment by our customers.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, which are based on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates.
Our critical accounting policies are those that are considered by management to require significant judgment and use of estimates and that could have a significant impact on our financial statements. An understanding of our critical accounting policies is necessary to analyze our financial results. Our critical accounting policies include our accounting for film and television production costs, acquired programming rights, revenue recognition, income taxes and goodwill and other intangible assets.goodwill. The risks and uncertainties involved in applying our critical accounting policies are provided below. Unless otherwise noted, we applied our critical accounting policies and estimation methods consistently in all material respects and for all periods presented, and have discussed such policies with our Audit Committee. For a summary of our significant accounting policies see Note 2 of the Consolidated Financial Statements.

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Film and Television Production Costs
We capitalize feature film and television production costs, on a title-specific basis, as Inventory, net in the Consolidated Balance Sheets. We use an individual-film-forecast-computation method to amortize original production costs and to accrue estimated liabilities for residuals and participations over the applicable title’s life cycle based upon the ratio of current period to estimated remaining total gross revenues (“ultimate revenues”) for each title. The estimate of ultimate revenues impacts the timing of amortization and accrual of residualsparticipations and participations.residuals.
Our estimate of ultimate revenues for feature films includes revenues from all sources that are estimated to be earned within 10 years from the date of a film’s initial theatrical release. For acquired film libraries, our estimate of ultimate revenues is for a period within 20 years from the date of acquisition. ForPrior to the release of feature films, prior to release we estimate ultimate revenues based on the historical performance of similar content and pre-release market research (including test market screenings), as well as incorporating factors of the content itself, including, but not limited to, the expected number of theaters and markets in which the original content will be released, the genre of the original content and the past box office performance of the lead actors and actresses. We believe the most sensitive factor affecting our estimate of ultimate revenues for films intended for theatrical release is domestic theatrical exhibition, as subsequent markets have historically exhibited a high correlation to domestic theatrical performance. Upon a film’s initial release, we update our estimate of ultimate revenues based on expected future and actual results. Our estimates of revenues from succeeding windows and markets are revised based on historical relationships to domestic theatrical performance and an analysis of current market trends. We also review and revise estimates of ultimate revenue and participation costs as of each reporting date to reflect the most current available information. If estimates for a film are revised, the difference between amortization expense determined using the new estimate and any amounts previously expensed during that fiscal year are charged or credited to our Consolidated Statement of Earnings in the quarter in which the estimates are revised. The most sensitive factor affecting our estimates for films subsequent to their initial release is the extent of home entertainment sales achieved. In addition to theatrical performance, home entertainment sales vary based on a variety of factors including demand for our titles, the volume and quality of competing products, marketing and promotional strategies, as well as economic conditions.
Ultimate revenues for episodic television programming are limited to the amount of contracted revenue. Accordingly, television production costs in excess of the amount of contracted revenue are expensed as incurred. For original programming broadcast on our networks, capitalized original programming costs are amortized utilizing an individual-film-forecast-computation method over the applicable title’s ultimate revenues based on genre and historical experience, beginning with the month of initial exhibition. The most sensitive factor affecting ultimate revenues is ratings, which are an indication of audience acceptance and directly impact the level of advertising revenues we will be able to generate during the airing of the programming. Poor ratings may result in effective abandonment of a program, which would requireresult in the immediate write-off of any unamortized production costs.
If we believe that the release of our content will not be or has not been favorably received, then we would assess whether the fair value of such content is less than the unamortized portion of its capitalized costs and, if need be, recognize an impairment charge for the amount by which the unamortized capitalized costs exceed the fair value. We utilize the individual-film-forecast-computation method (adjusted to incorporate revenue and related costs, including future exploitation costs, if any, expected to occur in periods beyond 10 years from the date of a film’s initial release) to develop the cash flows which are subsequently discounted to compute the fair value of a title that is being assessed for impairment. The discount rate utilized takes into account the time value of money as well as a risk premium. The risk premium reflects the uncertainties of realizing the expected cash flows of a title which is impacted by the title’s position within its product life cycle.
Acquired Programming Rights
Costs incurred in acquiring program rights, including advances, are capitalized and amortized to operating expenses over the license period or projected useful life of the programming, if shorter, commencing upon availability, based on estimated future airings. Program rights and the related liabilities are recorded at the commencement of the licensing period when the cost of the programming is known or reasonably determinable, the program material has been accepted and the programming is available for airing. If initial airings are expected to generate higher revenues an accelerated method of amortization is used. Determining factors used in estimating the useful life of programming include the expected number of future airings, which may differ from the contracted number of airings, the length of the license period and expected future revenues to be generated from the programming. The cost basis of acquired programming is the capitalized cost of each program and is equal to the cost of the programming pursuant to the license agreement less the cumulative amortization recorded for the program. Capitalized costs of rights to program materials are reported in our Consolidated Balance Sheets at the lower of unamortized cost or estimated net realizable value. We evaluate net realizable value of acquired rights programming on a daypart basis. A daypart is defined as an aggregation of programs broadcast during a particular time of day or an aggregation of programs of a similar type. We

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aggregate similar programming based on the specific demographic targeted by each respective program service. Net realizable value is determined by estimating advertising revenues to be derived from the future airing of the programming within the daypart as well as an allocation of affiliate revenues to programming. An impairment charge may be necessary if our estimates of future cash flows of similar programming are insufficient or if programming is abandoned.
Revenue Recognition
We recognize revenue when it is realized or realizable and earned. We consider revenue realized or realizable and earned when there is persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Determining whether some or all of these criteria have been met involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report. This includes the evaluation of multiple element arrangements for bundled advertising sales and content licenses, which involves allocating the consideration among individual deliverables within the bundled arrangement.

Multiple-Element Arrangements
We enter into arrangements under which we performinvolve multiple revenue-generating activities. We must allocate consideration toIn accounting for multiple-element arrangements, judgment is exercised in identifying the separate unitselements of accountthe transaction and in determining the arrangement, which could impact the timingvalue of revenue recognition.these elements.
Advertising revenues are principally generated from the sale of advertising time comprised of multiple commercial units. Each advertising spot comprises a deliverable for accounting purposes. Consideration for these arrangements is allocated among the individual advertising spots based on relative fair value using Viacom-specific prices.
SVODSubscription video-on-demand and other OTT arrangements include multiplecertain programs made available to distributors on one or more dates for a fixed fee. Consideration for such arrangements is allocated among the programs based on relative fair value using stand alone selling price, where available, or management’s best estimate considering viewing performance and other factors.
Gross versus Net Revenue
We earn and recognize revenues as a distributor on behalf of third partiesunder distribution and through outsourced agency agreements. In such cases, determining whether revenue should be reported on a gross or net basis is based on management’s assessment of who our customer is in the transaction. To the extent the end consumer is our customer, we act as the principal in a transaction and revenues earned from the end user are reported on a gross basis. This determination involves judgment and is based on an evaluation of the facts and circumstances of the terms of an arrangement.
Revenue Allowances
In accordance with the accounting guidance related to revenue recognition when a right of return exists, revenue allowances are recorded to adjust amounts originally invoiced to the estimated net realizable value of a particular product. Upon the sale of DVDs and Blu-ray discs to wholesalers and retailers, we record a reduction of revenue for the impact of estimated future returns, rebates and other incentives (“estimated returns”). In determining estimated returns, we consider numerous sources of qualitative and quantitative evidence including forecasted sales data, customers’ rights of return, units shipped and units remaining at retail, historical return rates for similar product, current economic trends, competitive environment, promotions and sales strategies.
Forecasted sales data is determined by comparing a particular release to product that has similar characteristics where applicable, such as franchise, genre, box office levels and release patterns, using regression analysis, decay rates and other tools. Based on the results of this analysis and the sales strategies to be used for the release, we reserve an appropriate percentage of each dollar of product revenue on a title taking into consideration the qualitative and quantitative factors described above. Forecasted sales data is reviewed and updated throughout each quarter and is consistent with the projections of ultimate revenues used in applying the individual-film-forecast-computation method to amortize our film costs. Accordingly, a change in forecasted sales affects both the revenue allowance and related expenses. Actual sell-through data is reviewed as it becomes available against the forecasted sales data to ensure that estimates continue to be consistent with actual sales performance.
Our estimate of future returns affects reported revenue and operating income. If we underestimate the impact of future returns in a particular period, then we may record less revenue and related expenses in later periods when returns exceed the estimated amounts. If we overestimate the impact of future returns in a particular period, then we may record additional revenue and related expenses in later periods when returns are less than estimated. An incremental change of 1%1-percentage point in our estimated sales returns rate (i.e., provisions for returns divided by gross sales of related product) for DVDs and Blu-ray

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products would have a $9$6 million impact on our total revenue for the year ended September 30, 2016.2018. This revenue impact would be partially offset by a corresponding impact on related expenses depending on the margin associated with a specific film and other factors.
Income Taxes
Significant judgment is required in determining our annual provision for income taxes and evaluating our income tax positions. Our tax rates are impacted by the tax laws, regulations and policies in federal, state, and local and international territories where our businesses operate. Changes to these laws and regulations and uncertainty generated by the prospect of future tax legislation may also affect our income tax positions, in addition to other factors, including our global mix of earnings, acquisitions and dispositions, as well as the tax characteristics of our income. In determining our income tax provisions on a jurisdiction basis,

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we are required to make judgments on the need to record deferred tax assets and liabilities, including the realizability of deferred tax assets. A valuation allowance for deferred tax assets is established if it is more likely than not that a deferred tax asset will not be realized. In evaluating uncertain tax positions, we make determinations of the application of complex tax rules, regulations and practices. We evaluate our uncertain tax positions quarterly based on many factors including, but not limited to, new facts, changes in tax law and interpretations, as well as information received from regulators. A change in any one of these factors could change our evaluation of an existing uncertain tax position, resulting in the recognition of an additional charge or benefit to our income tax provision in the period and may result in fluctuations in our effective income tax rate. Additionally, our income tax returns are routinely audited and settlements of issues raised in these audits sometimes affect our income tax provisions. The resolution of audit issues and income tax positions taken may take extended periods of time due to the length of examinations by tax authorities and the possible extension of statutes of limitations.
A 1%1-percentage point change in our effective income tax rate would result in additional income tax expense of approximately $20 million for the year ended September 30, 2016.
We permanently reinvest the earnings of substantially all of our foreign subsidiaries outside the U.S. We do not provide for U.S. taxes on earnings of our foreign subsidiaries for which the earnings are permanently reinvested.2018.
Goodwill
Goodwill at September 30, 2016 relates toIn 2017, the Company’s reporting units, for purposes of goodwill impairment testing, were Global Entertainment Group, Nickelodeon Group, BET Networks and Paramount. During the fourth quarter of 2018, we reassessed our reporting units Music & Entertainment ($3.5 billion), Kids & Family ($3.6 billion), BETdue to certain business, managerial and financial reporting changes to further integrate Media Networks’ brands. To determine our reporting units, we evaluate the components one level below the operating segment level and we aggregate the components if they have similar economic characteristics. As a result of the assessment, we concluded that our reporting units have changed. As such, as of September 30, 2018, our reporting units were Media Networks ($2.7 billion)10.0 billion of goodwill) and Paramount ($1.6 billion)billion of goodwill). We test goodwill for impairment on August 31 of each year and have elected to perform a qualitative goodwill impairmentassessment test for allour reporting units in 2016.2018. We performed this qualitative assessment on our previous reporting units in connection with the change described above, as well as on our newly identified reporting units, as part of our annual goodwill assessment. The qualitative test is an evaluation, based on the weight of evidence, of the significance of all identified events and circumstances in the context of determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A qualitative assessment includes, but is not limited to, consideration of the results of our most recent quantitative impairment test, performed in 2017, consideration of macroeconomic conditions and industry and market conditions. Based on this assessment,our assessments, we concluded that it is not more likely than not that goodwill is impaired. Therefore, performing a quantitative impairment test was not considered necessary.
A quantitative goodwill impairment test, when performed, requires estimating fair value of a reporting unit based on a
discounted cash flow analysis. A discounted cash flow analysis requires us to make various judgmental assumptions, including
assumptions about the timing and amount of future cash flows, growth rates and discount rates. Given the inherent uncertainty
in determining these assumptions, actual results may differ from those used in our valuations.
Finite-Lived Intangible Assets
We evaluate whether there has been an impairment of finite-lived intangible assets if a triggering event indicates that an impairment may exist. The impairment test employed for finite-lived intangible assets (e.g., broadcast license, trade names and customer lists), which is performed at the lowest level of cash flows associated with the asset, first requires a comparison of undiscounted future cash flows against the carrying value of the asset. If the carrying value exceeds the undiscounted cash flows, the asset would be written down to its fair value. Significant judgments in this area involve determining whether a triggering event has occurred, the determination of the cash flows for the assets involved and the discount rate to be applied in determining fair value.
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OTHER MATTERS
Related Parties
In the ordinary course of business we enter into transactions with related parties, including National Amusements, Inc. (“National Amusements”), CBS, their respective subsidiaries and affiliates and companies that we account for under the equity method of accounting. See Note 20 to the Consolidated Financial Statements for details regarding the related party transactions and their impact on the Financial Statements.
On September 29, 2016, our Board of Directors received a letter from National Amusements requesting that our Board explore a potential combination of Viacom and CBS. Subsequently, the 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.

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Agreements with CBS Corporation
In connection with our separation from CBS, effective as of January 1, 2006 (the “separation”), we and CBS entered into a Separation Agreement, a Transition Services Agreement and a Tax Matters Agreement, as well as certain other agreements to govern the terms of the separation and certain of the ongoing relationships between CBS and us after the separation. These related party arrangements are more fully described below.
Pursuant to the Separation Agreement, each company is obligated to indemnify the other company and the other company’s officers, directors and employees for any losses arising out of its failure to perform or discharge any of the liabilities it assumed pursuant to the Separation Agreement, including with respect to certain legal matters, its businesses as conducted as of the date of the separation and its breaches of shared contracts.
Subject to limited exceptions, the Separation Agreement provides that none of Viacom, any subsidiary of Viacom or any person that is controlled by Viacom after the separation will own or acquire an interest in a radio or television broadcast station, television broadcast network or daily newspaper, if such ownership or acquisition would (i) cause CBS, any subsidiary of CBS or any entity controlled by CBS after the date of the separation to be in violation of U.S. federal laws limiting the ownership or control of radio broadcast stations, television broadcast stations and/or television broadcast networks or (ii) limit in any manner at any time under such laws CBS’s ability to acquire additional interests in a radio or television broadcast station and/or television broadcast network. These restrictions will terminate when none of Mr. Redstone, National Amusements, NAIRI Inc. or any of their successors, assigns or transferees are deemed to have interests in both CBS and Viacom that are attributable under applicable U.S. federal laws.
The Separation Agreement also provides that neither Viacom, any subsidiary of Viacom or any person controlled by Viacom nor CBS, any subsidiary of CBS or any person controlled by CBS will acquire any asset, enter into any agreement or accept or agree to any condition that purports to bind, or subjects to a legal order, the other company, its subsidiaries or any person it controls without such other party’s written consent.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Disclosures on our market risk are included in “Management’s Discussion and Analysis of Results of Operations and Financial Condition – Market Risk.”

Item 8. Financial Statements and Supplementary Data.
Index to financial statements and supplementary data: 
  
  
  
  
ConsolidatedConsolidated Statements of Comprehensive Income for the years ended September 30, 2016, 20152018, 2017 and 20142016
  
  
  
Consolidated Statements of StockholdersStockholders’ Equity for the years ended September 30, 2016, 20152018, 2017 and 20142016
  
  
  

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management has prepared and is responsible for our consolidated financial statements and related notes. Management is also responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Viacom Inc. and its subsidiaries’ (the “Company”) internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with the authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our personal participation, we conducted an assessment of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that as of September 30, 2016,2018, Viacom maintained effective internal control over financial reporting.
The effectiveness of our internal control over financial reporting as of September 30, 20162018 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included herein.
 
VIACOM INC.
  
By:    
/S/ TRHOMASOBERT E. DM. BOOLEYAKISH
 Thomas E. DooleyRobert M. Bakish
 President and Chief Executive Officer
  
By:    
/S/ WADE DAVIS
 Wade Davis
 Executive Vice President, Chief Financial Officer
  
By:    
/S/ KATHERINE GILL-CHAREST
 Katherine Gill-Charest
 
Senior Vice President, Controller and
(Chief Accounting Officer)Officer

Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To theBoard of Directors and Stockholders of Viacom Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

In our opinion,We have audited the accompanying consolidated financial statements listed in the index appearing under Item 8 present fairly, in all material respects, the financial positionbalance sheets of Viacom Inc.and its subsidiaries (the “Company”) atas of September 30, 20162018 and 2015 2017,and the resultsrelated consolidated statements of their operationsearnings, comprehensive income, stockholders’ equity and their cash flows for each of the three years in the period ended September 30, 2016, 2018, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended September 30, 2018 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).We also have audited the Company’s internal control over financial reporting as of September 30, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2018and 2017, and the results of theiroperations and theircash flows for each of the three years in the period ended September 30, 2018in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 8 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2016,2018, based on criteria established in in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 8.Reporting. Our responsibility is to express opinions on these the Company’s consolidatedfinancial statements on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidatedfinancial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidatedfinancial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
November 9, 201616, 2018

We have served as the Company’s auditor since 2005.


VIACOM INC.
CONSOLIDATED STATEMENTS OF EARNINGS
          
Year Ended September 30,Year Ended September 30,
(in millions, except per share amounts)2016 2015 20142018 2017 2016
Revenues$12,488
 $13,268
 $13,783
$12,943
 $13,263
 $12,488
Expenses:          
Operating6,684
 6,868
 6,542
6,879
 7,436
 6,684
Selling, general and administrative2,851
 2,860
 2,899
3,056
 3,005
 2,851
Depreciation and amortization221
 222
 217
213
 223
 221
Asset impairment
 
 43
Restructuring206
 206
 
Restructuring and related costs225
 237
 206
Total expenses9,962
 10,156
 9,701
10,373
 10,901
 9,962
Gain on asset sale
 127
 
Operating income2,526
 3,112
 4,082
2,570
 2,489
 2,526
Interest expense, net(616) (657) (615)(560) (618) (616)
Equity in net earnings of investee companies87
 102
 69
9
 81
 87
Loss on extinguishment of debt
 (18) (11)
Gain on sale of EPIX
 285
 
Other items, net(7) (36) (11)(22) (25) (7)
Earnings from continuing operations before provision for income taxes1,990
 2,503
 3,514
1,997
 2,212
 1,990
Provision for income taxes(519) (501) (1,050)(269) (293) (519)
Net earnings from continuing operations1,471
 2,002
 2,464
1,728
 1,919
 1,471
Discontinued operations, net of tax2
 
 (1)31
 3
 2
Net earnings (Viacom and noncontrolling interests)1,473
 2,002
 2,463
1,759
 1,922
 1,473
Net earnings attributable to noncontrolling interests(35) (80) (72)(40) (48) (35)
Net earnings attributable to Viacom$1,438
 $1,922
 $2,391
$1,719
 $1,874
 $1,438
Amounts attributable to Viacom:          
Net earnings from continuing operations$1,436
 $1,922
 $2,392
$1,688
 $1,871
 $1,436
Discontinued operations, net of tax2
 
 (1)31
 3
 2
Net earnings attributable to Viacom$1,438
 $1,922
 $2,391
$1,719
 $1,874
 $1,438
Basic earnings per share attributable to Viacom:          
Continuing operations$3.62
 $4.78
 $5.54
$4.19
 $4.68
 $3.62
Discontinued operations0.01
 
 (0.01)0.08
 0.01
 0.01
Net earnings$3.63
 $4.78
 $5.53
$4.27
 $4.69
 $3.63
Diluted earnings per share attributable to Viacom:          
Continuing operations$3.61
 $4.73
 $5.43
$4.19
 $4.67
 $3.61
Discontinued operations
 
 
0.08
 0.01
 
Net earnings$3.61
 $4.73
 $5.43
$4.27
 $4.68
 $3.61
Weighted average number of common shares outstanding:          
Basic396.5
 402.2
 432.1
402.7
 399.9
 396.5
Diluted398.0
 406.0
 440.2
403.0
 400.6
 398.0
Dividends declared per share of Class A and Class B common stock$1.40
 $1.46
 $1.26
$0.80
 $0.80
 $1.40
          

See accompanying notes to Consolidated Financial Statements


VIACOM INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
          
Year Ended September 30,Year Ended September 30,
(in millions)2016 2015 20142018 2017 2016
Net earnings (Viacom and noncontrolling interests)$1,473
 $2,002
 $2,463
$1,759
 $1,922
 $1,473
Other comprehensive income/(loss), net of tax:          
Foreign currency translation adjustments(101) (237) (85)(166) 29
 (101)
Defined benefit pension plans(65) (7) (104)40
 37
 (65)
Cash flow hedges1
 1
 (2)(1) 7
 1
Other comprehensive loss (Viacom and noncontrolling interests)(165) (243) (191)
Available-for-sale securities48
 
 
Other comprehensive income/(loss) (Viacom and noncontrolling interests)(79) 73
 (165)
Comprehensive income1,308
 1,759
 2,272
1,680
 1,995
 1,308
Less: Comprehensive income attributable to noncontrolling interests28
 78
 73
37
 47
 28
Comprehensive income attributable to Viacom$1,280
 $1,681
 $2,199
$1,643
 $1,948
 $1,280
          

See accompanying notes to Consolidated Financial Statements

VIACOM INC.
CONSOLIDATED BALANCE SHEETS
      
September 30,September 30,
(in millions, except par value)2016 20152018 2017
ASSETS      
Current assets:      
Cash and cash equivalents$379
 $506
$1,557
 $1,389
Receivables, net2,712
 2,807
3,141
 2,970
Inventory, net844
 786
896
 919
Prepaid and other assets587
 479
482
 523
Total current assets4,522
 4,578
6,076
 5,801
Property and equipment, net932
 947
919
 978
Inventory, net4,032
 3,616
3,848
 3,982
Goodwill11,400
 11,456
11,609
 11,665
Intangibles, net315
 340
313
 313
Other assets1,307
 1,206
1,018
 959
Total assets$22,508
 $22,143
$23,783
 $23,698
      
LIABILITIES AND EQUITY      
Current liabilities:      
Accounts payable$453
 $506
$433
 $431
Accrued expenses773
 748
848
 869
Participants' share and residuals801
 860
719
 825
Program obligations692
 703
662
 712
Deferred revenue419
 481
398
 463
Current portion of debt17
 18
567
 19
Other liabilities517
 537
427
 434
Total current liabilities3,672
 3,853
4,054
 3,753
Noncurrent portion of debt11,896
 12,267
9,515
 11,100
Participants' share and residuals358
 351
523
 384
Program obligations311
 356
498
 477
Deferred tax liabilities, net381
 150
296
 294
Other liabilities1,349
 1,348
1,186
 1,323
Redeemable noncontrolling interest211
 219
246
 248
Commitments and contingencies (Note 11)
 

 
Viacom stockholders' equity:      
Class A common stock, par value $0.001, 375.0 authorized; 49.4 and 50.1 outstanding, respectively
 
Class B common stock, par value $0.001, 5,000.0 authorized; 347.6 and 348.0 outstanding, respectively
 
Class A common stock, par value $0.001, 375.0 authorized; 49.4 and 49.4 outstanding, respectively
 
Class B common stock, par value $0.001, 5,000.0 authorized; 353.7 and 353.0 outstanding, respectively
 
Additional paid-in capital10,139
 10,017
10,145
 10,119
Treasury stock, 399.4 and 398.0 common shares held in treasury, respectively(20,798) (20,725)
Treasury stock, 393.1 and 393.8 common shares held in treasury, respectively(20,562) (20,590)
Retained earnings15,628
 14,780
18,561
 17,124
Accumulated other comprehensive loss(692) (534)(737) (618)
Total Viacom stockholders' equity4,277
 3,538
7,407
 6,035
Noncontrolling interests53
 61
58
 84
Total equity4,330
 3,599
7,465
 6,119
Total liabilities and equity$22,508
 $22,143
$23,783
 $23,698
      
See accompanying notes to Consolidated Financial Statements

VIACOM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
          
Year Ended September 30,Year Ended September 30,
(in millions)2016 2015 20142018 2017 2016
OPERATING ACTIVITIES          
Net earnings (Viacom and noncontrolling interests)$1,473
 $2,002
 $2,463
$1,759
 $1,922
 $1,473
Discontinued operations, net of tax(2) 
 1
(31) (3) (2)
Net earnings from continuing operations1,471
 2,002
 2,464
1,728
 1,919
 1,471
Reconciling items:          
Depreciation and amortization221
 222
 217
213
 223
 221
Asset impairment
 
 43
Feature film and program amortization4,568
 4,925
 4,206
4,785
 4,739
 4,568
Equity-based compensation163
 101
 122
57
 68
 163
Equity in net earnings and distributions from investee companies(83) (95) (39)(2) (14) (83)
Gain on asset sales(16) (412) 
Deferred income taxes254
 (82) (290)(45) (174) 254
Operating assets and liabilities, net of acquisitions:          
Receivables149
 124
 (106)(250) (132) 149
Inventory, program rights and participations(5,102) (4,826) (4,245)
Production and programming(4,606) (4,412) (5,102)
Accounts payable and other current liabilities(229) (9) 252
(45) (207) (229)
Other, net(41) (49) (27)3
 74
 (41)
Cash provided by operations1,371
 2,313
 2,597
Net cash provided by operating activities1,822
 1,672
 1,371
          
INVESTING ACTIVITIES          
Acquisitions and investments, net(58) (115) (732)(112) (378) (58)
Capital expenditures(172) (142) (123)(178) (195) (172)
Grantor trust contributions(69) 
 
Net cash flow used in investing activities(299) (257) (855)
Proceeds received from asset sales57
 848
 
Grantor trust proceeds/(contributions)9
 54
 (69)
Net cash provided by/(used in) investing activities(224) 329
 (299)

          
FINANCING ACTIVITIES          
Borrowings
 990
 1,484

 2,569
 
Debt repayments(368) (1,400) (600)(1,000) (3,352) (368)
Purchase of treasury stock(100) (1,548) (3,529)
 
 (100)
Dividends paid(635) (564) (541)(322) (319) (635)
Excess tax benefits on equity-based compensation awards
 43
 84
Exercise of stock options11
 146
 173
2
 172
 11
Other, net(81) (144) (171)(90) (81) (81)
Net cash flow used in financing activities(1,173) (2,477) (3,100)
Net cash used in financing activities(1,410) (1,011) (1,173)
Effect of exchange rate changes on cash and cash equivalents(26) (73) (45)(20) 20
 (26)
Net change in cash and cash equivalents(127) (494) (1,403)168
 1,010
 (127)
Cash and cash equivalents at beginning of period506
 1,000
 2,403
1,389
 379
 506
Cash and cash equivalents at end of period$379
 $506
 $1,000
$1,557
 $1,389
 $379
          

See accompanying notes to Consolidated Financial Statements

VIACOM INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
                              
(in millions)
Common
Stock
(shares)
 
Common
Stock/
Additional Paid-In Capital
 
Treasury
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total Viacom
Stockholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
Common
Stock
(shares)
 
Common
Stock/
Additional Paid-In Capital
 
Treasury
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total Viacom
Stockholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
September 30, 2013449.3
 $9,490
 $(15,825) $11,629
 $(101) $5,193
 $(3) $5,190
Net earnings
 
 
 2,391
 
 2,391
 72
 2,463
Other comprehensive income (loss), net of income tax benefit of $68
 
 
 
 (192) (192) 1
 (191)
Noncontrolling interests
 
 
 (8) 
 (8) (42) (50)
Dividends declared
 
 
 (547) 
 (547) 
 (547)
Purchase of treasury stock(40.7) 
 (3,400) 
 
 (3,400) 
 (3,400)
Equity-based compensation and other5.6
 282
 
 
 
 282
 
 282
September 30, 2014414.2
 9,772
 (19,225) 13,465
 (293) 3,719
 28
 3,747
Net earnings
 
 
 1,922
 
 1,922
 80
 2,002
Other comprehensive loss, net of income tax benefit of $8
 
 
 
 (241) (241) (2) (243)
Noncontrolling interests
 
 
 (18) 
 (18) (45) (63)
Dividends declared
 
 
 (589) 
 (589) 
 (589)
Purchase of treasury stock(21.1) 
 (1,500) 
 
 (1,500) 
 (1,500)
Equity-based compensation and other5.0
 245
 
 
 
 245
 
 245
September 30, 2015398.1
 10,017
 (20,725) 14,780
 (534) 3,538
 61
 3,599
398.1
 $10,017
 $(20,725) $14,780
 $(534) $3,538
 $61
 $3,599
Net earnings
 
 
 1,438
 
 1,438
 35
 1,473

 
 
 1,438
 
 1,438
 35
 1,473
Other comprehensive loss, net of income tax benefit of $31
 
 
 
 (158) (158) (7) (165)
 
 
 
 (158) (158) (7) (165)
Noncontrolling interests
 
 
 (32) 
 (32) (36) (68)
 
 
 (32) 
 (32) (36) (68)
Dividends declared
 
 
 (558) 
 (558) 
 (558)
 
 
 (558) 
 (558) 
 (558)
Purchase of treasury stock(2.1) 
 (100) 
 
 (100) 
 (100)(2.1) 
 (100) 
 
 (100) 
 (100)
Equity-based compensation and other1.0
 122
 27
 
 
 149
 
 149
1.0
 122
 27
 
 
 149
 
 149
September 30, 2016397.0
 $10,139
 $(20,798) $15,628
 $(692) $4,277
 $53
 $4,330
397.0
 10,139
 (20,798) 15,628
 (692) 4,277
 53
 4,330
Net earnings
 
 
 1,874
 
 1,874
 48
 1,922
Other comprehensive income/(loss), net of income tax expense of $27
 
 
 
 74
 74
 (1) 73
Noncontrolling interests
 
 
 (57) 
 (57) (16) (73)
Dividends declared
 
 
 (321) 
 (321) 
 (321)
Equity-based compensation and other5.4
 (20) 208
 
 
 188
 
 188
September 30, 2017402.4
 10,119
 (20,590) 17,124
 (618) 6,035
 84
 6,119
Net earnings
 
 
 1,719
 
 1,719
 40
 1,759
Other comprehensive loss, net of income tax expense of $77
 
 
 
 (76) (76) (3) (79)
Noncontrolling interests
 
 
 
 
 
 (63) (63)
Dividends declared
 
 
 (325) 
 (325) 
 (325)
Equity-based compensation and other(1)
0.7
 26
 28
 43
 (43) 54
 
 54
September 30, 2018403.1
 $10,145
 $(20,562) $18,561
 $(737) $7,407
 $58
 $7,465
                              
(1) Includes reclassification of $43 million of stranded tax effects resulting from the Tax Cuts and Jobs Act, as discussed further in Note 1.

See accompanying notes to Consolidated Financial Statements

VIACOM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
Description of Business
Viacom is home to premier globalcreates entertainment experiences that drive conversation and culture around the world. Through television, film, digital media, live events, merchandise and solutions, our brands that create compelling television programs, motion pictures, short-form content, applications (“apps”), games, consumer products, social media experiencesconnect with diverse, young and other entertainment content foryoung at heart audiences in more than 180 countries. Viacom operates through two reportingreportable segments: Media Networks and Filmed Entertainment. The Media Networks segment provides entertainment content, services and related branded products for consumers in targeted demographics attractive to advertisers, content distributors and retailers through three brand groups: the Global Entertainment Group, theour global media brands including flagship brands Nickelodeon, Group andMTV, BET, Networks. On October 31, 2016, we announced that the Global Entertainment Group had been established to combine Viacom International Media Networks, our former Music & Entertainment Group (which included MTV, Comedy Central VH1, Spike and Logo), as well as TV Land and CMT (which had previously been part of our Kids & Family Group). We also announced that our former Kids & Family Group would be reestablished as the Nickelodeon Group.Paramount Network. The Filmed Entertainment segment develops, produces, finances, acquires and distributes motion pictures,films, television programming and other entertainment content under thethrough its Paramount Pictures, Paramount Players, Paramount Animation and Paramount Television divisions, in various markets and media worldwide, for itself and for third parties. It partners on various projects with key Viacom brands, including Nickelodeon Movies, MTV Films, and Paramount Television brands.BET Films. References in this document to “Viacom,” “Company,” “we,” “us” and “our” mean Viacom Inc. and our consolidated subsidiaries, unless the context requires otherwise.
The consolidated financial statements present the Company’s financial results for the years ended September 30, 20162018 (“2016”2018”), September 30, 20152017 (“2015”2017”) and September 30, 20142016 (“2014”2016”).
Use of Estimates
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the dates presented and the reported amounts of revenues and expenses during the periods presented. Significant estimates inherent in the preparation of the accompanying Consolidated Financial Statements include estimates of film ultimate revenues, product returns, potential outcome of uncertain tax positions, fair value of acquired assets and liabilities, fair value of equity-based compensation and pension benefit assumptions. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform to the 2016 presentation.
Recent Accounting Pronouncements
Equity-Based Compensation
On October 1, 2017, we adopted Accounting Standards Update (“ASU”) 2016-09 - Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for and presentation of share-based payments in the financial statements. The new guidance requires all excess tax benefits and tax deficiencies arising from share-based payment activity to be (i) recognized within Provision for income taxes in the Consolidated Statements of Earnings in the period in which the awards vest or are exercised or canceled, and (ii) reported as operating activities in the Consolidated Statements of Cash Flows. We retrospectively reclassified $1 million of excess tax benefits in 2017 from financing activities to operating activities in the Consolidated Statements of Cash Flows.
Income Taxes
During 2018, we adopted ASU 2018-02 - Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“AOCI”). ASU 2018-02 allows for reclassification of stranded tax effects on items resulting from the Tax Cuts and Jobs Act from AOCI to retained earnings. Certain tax effects become stranded in AOCI when deferred tax balances originally recorded at the historical income tax rate are adjusted in income from continuing operations based on the lower newly enacted income tax rate. As a result of the adoption, we reclassified the stranded income tax effects resulting from the Tax Cuts and Jobs Act, increasing the accumulated other comprehensive loss by $43 million with a corresponding increase to retained earnings. The reclassification was primarily comprised of amounts relating to pension benefit plan obligations and available-for-sale securities.
In October 2016, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”)ASU 2016-16 - Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 will require the tax effects of intercompany transactions, other than sales of inventory, to be recognized currently, eliminating an exception under current GAAP in which the tax effects of intra-entity asset transfers are deferred until the transferred asset is sold to a third party or otherwise recovered through use. The guidance will be effective for the first interim period of our 2019 fiscal year, with early adoption permitted. We are currently evaluatingAs of September 30, 2018, the impactCompany had approximately $175 million of unrecorded net deferred tax assets, primarily related to an intra-entity transfer of assets. Once recorded, the new standard.deferred tax assets will be amortized over the next 15 years.

67

VIACOM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Statement of Cash Flows
In August 2016, the FASB issued ASU 2016-15 - Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance will be effective for the first interim period of our 2019 fiscal year, with early adoption permitted. We The new standard will impact our statement of cash flows by increasing cash flow from operating activities and decreasing cash flow from financing activities in periods when debt prepayment or debt extinguishment costs are currently evaluatingpaid. The guidance is required to be applied retrospectively and the impact of the new standard.

amount that will be reclassified for 2017 is $33 million.
Financial Instruments
In connection with its financial instruments project, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments in June 2016 and ASU 2016-01 - Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities in January 2016. Subsequent accounting standard updates have also been issued which amend and/or clarify the application of ASU 2016-01.
ASU 2016-13 introduces a new impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a forward-looking “expected loss” model that will replace the current “incurred loss” model and generally will result in

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earlier recognition of allowances for losses. The guidance will be effective for the first interim period of our 2021 fiscal year, with early adoption in fiscal year 2020 permitted. We are currently evaluating the impact of the new standard.
ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Among other provisions, the new guidance requires the fair value measurement of investments in certain equity securities.investments. For equity investments without readily determinable fair values, entities have the option to either measure these investments at fair value or at cost adjusted for changes in observable prices minus impairment. All changes in measurement will be recognized in net income. The guidance will be effective for the first interim period of our 2019 fiscal year. Early adoption is not permitted, except for certain provisions relating to financial liabilities.
We are currently evaluatingexpect to adopt ASU 2016-01 using the impactmodified retrospective method and record a transition adjustment to reclassify $54 million, net of the new standards.

Equity-Based Compensation
In March 2016, the FASB issued ASU 2016-09 - Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 includes provisions intended to simplify various aspectstax, of accumulated other comprehensive income related to how share-based payments are accountedour available-for-sale securities to retained earnings. We further expect to adopt prospectively the “measurement alternative” using subsequent available observable price changes for our investments without readily determinable fair values. Gains and presentedlosses resulting from the movements in fair value of equity investments will be recorded as a component of Other items, net in the financial statements, such as requiring all income tax effectsConsolidated Statements of awards to be recognized in the income statement when the awards vest or are settled and allowing a policy election to account for forfeitures as they occur. In addition, all related cash flows resulting from share-based payments will be reported as operating activities on the statement of cash flows. The guidance will be effective for the first interim period of our 2018 fiscal year, with early adoption permitted. The new standard will impact our financial statements by increasing or decreasing our income tax provision and increasing cash flow from operating activities.Earnings.

Leases
In February 2016, the FASB issued ASU 2016-02 - Leases. Subsequent ASUs have also been issued that amend and/or clarify the application of ASU 2016-02. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for most leases. For income statement purposes, leases will be classified as either operating or finance, generally resulting in straight-line expense recognition for operating leases (similar to current operating leases) and accelerated expense recognition for financing leases (similar to current capital leases). The guidance will be effective for the first interim period of our 2020 fiscal year, with early adoption permitted. See Note 11 for additional information regarding our future minimum lease commitments as of September 30, 2018. The guidance provides an option to either (1) adopt retrospectively and recognize a cumulative-effect adjustment at the beginning of the earliest period presented in the financial statements or (2) recognize a cumulative-effect adjustment at the beginning of the period of adoption. We are currently evaluating the adoption methodology and the impact of the new standard.

guidance on our consolidated financial statements.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09 - Revenue from Contracts with Customers, a comprehensive revenue recognition model that supersedes the current revenue recognition requirements and most industry-specific guidance. Subsequent accounting standard updatesASUs have also been issued which amend and/or clarify the application of ASU 2014-09. The guidance provides a five step framework to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The guidance will be effective for the first interim period of our 2019 fiscal year, (with early adoption permitted beginning with our 2018 fiscal year), and allows adoption either under a full retrospective or a modified retrospective approach.
We have assessed the impact of adopting this guidance and have finalized our implementation plan. The new standard will impact the timing of revenue recognition for renewals and extensions of existing licensing agreements for intellectual property, which upon adoption will be recognized as revenue when the renewal term begins rather than when the agreement is extended or renewed under guidance currently in effect. Additionally, under the new guidance, reserves related to sales returns and price

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protection will be classified as a liability, as compared to our current accounting as a contra-receivable. We have not identified any other significant impacts to our consolidated financial statements based on our assessment to date. We will apply the modified retrospective method of adoption, which will result in a cumulative effect adjustment that is not expected to be material to the opening retained earnings balance for our 2019 fiscal year. In future periods, the significance of the change to the accounting for renewals and extensions will depend on the dollar value of such transactions as well as the differences in timing between when agreements are executed and when the new rights periods begin.
Derivatives and Hedging
In August 2017, the FASB issued ASU 2017-12 - Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. Among other provisions, ASU 2017-12 expands the eligibility of hedging strategies that qualify for hedge accounting, changes the assessment of hedge effectiveness and modifies the presentation and disclosure of hedging activities. The guidance will be effective for the first interim period of our 2020 fiscal year, with early adoption permitted. We are currently evaluating the impact of the new standard.standard on our consolidated financial statements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
Our consolidated financial statements include the accounts of Viacom Inc., its subsidiaries and variable interest entities (“VIEs”) where we are considered the primary beneficiary, after elimination of intercompany accounts and transactions. Investments in business entities in which Viacom lacks control but does have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. Our proportionate share of net income or loss of the entity is recorded in Equity in net earnings of investee companies in the Consolidated Statements of Earnings. Related party transactions between the Company and CBS Corporation (“CBS”) and National Amusements, Inc. (“National Amusements”) have not been eliminated.
Business Combinations
We account for business combinations using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, 100% of the assets, liabilities and certain contingent liabilities acquired, including amounts attributed to noncontrolling interests, are recorded at fair value. Any transaction costs are expensed as incurred.
Foreign Currency Translation and Remeasurement
Assets and liabilities of subsidiaries with a functional currency other than the United States (“U.S.”) Dollar are translated into U.S. Dollars using period-end exchange rates, while results of operations are translated at exchange rates during the period.

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Foreign currency translation gains and losses are included as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets. Substantially all of our foreign operations use the local currency as the functional currency. Subsidiaries that enter intoEffective July 1, 2018, Argentina has been designated as a highly inflationary economy. Subsidiaries’ transactions denominated in currencies other than their functional currency will result in remeasurement gains and losses, which are reflected within Other items, net in the Consolidated Statements of Earnings.
Revenue Recognition
We recognize revenue when it is realized or realizable and earned. We consider revenue realized or realizable and earned when there is persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Determining whether some or all of these criteria have been met involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report. This includes the evaluation of multiple element arrangements for bundled advertising sales and content licenses, which involves allocating the consideration among individual deliverables within the bundled arrangement.
Advertising Revenues: Revenue from the sale of advertising earned by the Media Networks segment is recognized, net of agency commissions, when the advertisement is aired and to the extent the contracted audience rating is met. For advertising sold based on impression guarantees, audience deficiency may result in an obligation to deliver subsequent additional units. To the extent we do not satisfy contracted audience ratings,impression guarantees, we record deferred revenue until such time that the audience ratingimpression guarantee has been satisfied.
Film and Television Production Revenues: Theatrical revenue is recognized from theatrical distribution of motion pictures upon exhibition.films during the exhibition period. For sales of DVDs and Blue-rayBlu-ray discs to wholesalers and retailers, revenue is recognized upon the later of delivery or the date that those products are made widely available for sale by retailers. Revenue for transactional video-on-demand and similar arrangements are recognized as the films are exhibited based on end-customer purchases as reported by the distributor. Revenue from the licensing of film and television exhibition rights is recognized upon availability for airing by the licensee.

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Affiliate Revenues: Affiliate revenues from cable television operators, direct-to-home satellite television operators and mobile networks are recognized by the Media Networks segment as the service is provided to the distributor. Fees associated with arrangements with subscription video-on-demand (“SVOD”) and other over-the-top (“OTT”) services are recognized upon program availability.
Ancillary Revenues: Revenue associated with consumer products and brand licensing is typically recognized utilizing contractual royalty rates applied to sales amounts reported by licensees. Revenue from licensing of our programming content for download-to-own and download-to-rent services is recognized when we are notified by the multi-platform retailer that the product has been downloaded and all other revenue recognition criteria are met.
Multiple-Element Arrangements: We enter into arrangements under which we perform multiple revenue-generating activities. We must allocate consideration to separate units of account in the arrangement which could impactand recognize the timingassociated revenue as each unit of revenue recognition.account is delivered.
Advertising revenues are principally generated from the sale of advertising time comprised of multiple commercial units. Each advertising spot comprises a deliverable for accounting purposes. Consideration for these arrangements is allocated among the individual advertising spots based on relative fair value using Viacom-specific prices.
SVODSubscription video-on-demand and other OTT arrangements include multiplecertain programs made available to distributors on one or more dates for a fixed fee. Consideration for such arrangements is allocated among the programs based on relative fair value using stand alone selling price, where available, or management’s best estimate considering viewing performance and other factors.
Gross versus Net Revenue: We earn and recognize revenues as a distributor on behalf of third partiesunder distribution and through outsourced agency agreements. In such cases, determining whether revenue should be reported on a gross or net basis is based on management’s assessment of who our customer is in the transaction. To the extent the end consumer is our customer, we act as the principal in a transaction and revenues earned from the end user are reported on a gross basis. This determination involves judgment and is based on an evaluation of whether we have the substantial risks and rewards under the terms of an arrangement.
Revenue Allowances: We record a provision for sales returns and allowances at the time of sale based upon an estimate of future returns, rebates and other incentives (“estimated returns”). In determining estimated returns, we consider numerous sources of qualitative and quantitative evidence including forecasted sales data, customers’ rights of return, units shipped and units remaining at retail, historical return rates for similar product, current economic trends, competitive environment, promotions and sales strategies. Reserves for accounts receivable are based on amounts estimated to be uncollectible. Our reserve for sales

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returns and allowances was $93$64 million and $126$79 million at September 30, 20162018 and 2015,2017, respectively. Our allowance for doubtful accounts was $44$45 million and $37$49 million at September 30, 20162018 and 2015,2017, respectively.
Advertising Expense
We expense advertising costs as they are incurred. We incurred total advertising expenses of $917 million in 2018, $1.335 billion in 2017 and $987 million in 2016, $748 million in 2015 and $1.020 billion in 2014.2016.
Equity-Based Compensation
We measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The fair value received is recognized in earnings over the period during which an employee is required to provide service.
Income Taxes
Our provision for income taxes includes the current tax owed on the current period earnings, as well as a deferred provision which reflects the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in existing tax laws and rates, their related interpretations, as well as the uncertainty generated by the prospect of tax legislation in the future may affect the amounts of deferred tax liabilities or the realizability of deferred tax assets. Deferred tax assets and deferred tax liabilities are classified as noncurrent and are included in Other Assets and Deferred tax liabilities, net, respectively, within the Consolidated Balance Sheets.
For tax positions we have taken or expect to take in a tax return, we apply a more likely than not assessment (i.e., there is a greater than 50 percent chance) about whether the tax position will be sustained upon examination by the appropriate tax authority with full knowledge of all relevant information. Amounts recorded for uncertain tax positions are periodically

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assessed, including the evaluation of new facts and circumstances, to ensure sustainability of the position. Interest and penalties related to uncertain tax positions are included in the Provision for income taxes in the Consolidated Statements of Earnings. Liabilities for uncertain tax positions are classified as Other liabilitiesnoncurrent in the Consolidated Balance Sheets.
Earnings per Common Share
Basic earnings per common share is computed by dividing Net earnings attributable to Viacom by the weighted average number of common shares outstanding during the period. The determination of diluted earnings per common share includes the weighted average number of common shares plus the dilutive effect of equity awards based upon the application of the treasury stock method. Anti-dilutive common shares are excluded from the calculation of diluted earnings per common share.
Comprehensive Income
Comprehensive income includes net earnings, foreign currency translation adjustments, amortization of amounts related to defined benefit plans, unrealized gains and losses on certain derivative financial instruments, and unrealized gains and losses on investments in equity securities which are publicly traded.
Cash and Cash Equivalents
All highly liquid investments with maturities of three months or less at the date of purchase are considered to be cash equivalents.
Inventory
Inventories related to film and television productions (which include direct production costs, production overhead, acquisition costs and development costs) are stated at the lower of amortized cost or fair value. Acquired program rights and obligations are recorded based on the gross amount of the liability when the license period has begun, and when the program is accepted and available for airing. Acquired programming is stated at the lower of unamortized cost or net realizable value. Film, television and acquired programming inventories are included as a component of Inventory, net, in the Consolidated Balance Sheets. Film, television and acquired programming costs, including inventory amortization, development costs, residuals and participations and impairment charges, if any, are included within Operating expenses in the Consolidated Statements of Earnings.
Film and Televisiontelevision production costs: We use an individual-film-forecast-computation method to amortize film costs and to accrue estimated liabilities for residuals and participations over the applicable title’s life cycle based upon the ratio of current period to estimated remaining total gross revenues (“ultimate revenues”) for each title. The estimate of ultimate revenues impacts the timing of amortization and accrual of residuals and participations. Our estimate of ultimate revenues for feature films includes revenues from all sources that are estimated to be earned within 10 years from the date of a film’s initial theatrical release. For acquired film libraries, our estimate of ultimate revenues is for a period within 20 years from the date of

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acquisition. These estimates are periodically reviewed and adjustments, if any, will result in changes to inventory amortization rates, estimated accruals for residuals and participations or possibly the recognition of an impairment charge to operating income. Film development costs that have not been set for production are expensed within three years unless they are abandoned earlier, in which case these projects are written down to their estimated fair value in the period the decision to abandon the project is determined. We have a rigorous greenlight process designed to manage the risk of loss or abandonment. We have entered into film financing arrangements that involve the sale of a partial copyright interest in a film. Amounts received under these arrangements are deducted from the film’s cost.
Capitalized original programming costs are amortized utilizing an individual-film-forecast-computation method over the applicable title’s ultimate revenues based on genre and historical experience, beginning with the month of initial exhibition. Original programming costs that have not been greenlit for production are expensed. An impairment charge is recorded when the fair value of the television program is less than the unamortized production cost or abandoned.
Acquired programming: Costs incurred in acquiring program rights, including advances, are capitalized and amortized over the license period or projected useful life of the programming, if shorter, commencing upon availability, based on estimated future airings. If initial airings are expected to generate higher revenues an accelerated method of amortization is used. Net realizable value of acquired rights programming is evaluated quarterly by us on a daypart basis, which is defined as an aggregation of programs broadcast during a particular time of day or an aggregation of programs of a similar type. We aggregate similar programming based on the specific demographic targeted by each respective program service. Net realizable value is determined by estimating advertising revenues to be derived from the future airing of the programming within the daypart as well as an allocation of affiliate revenue to the programming. An impairment charge may be necessary if our estimates of future cash flows of similar programming are insufficient or if programming is abandoned.
Home entertainment inventory: Home entertainment inventory is valued at the lower of cost or net realizable value. Cost is determined using the average cost method.

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Property and Equipment
Property and equipment is stated at cost. Depreciation is calculated using the straight-line method. Leasehold improvements are amortized using the straight-line method over the shorter of their useful lives or the life of the lease. Costs associated with repairs and maintenance of property and equipment are expensed as incurred.
Goodwill, Intangible Assets and Other Long-Lived Assets
Goodwill represents the residual difference between the consideration paid for a business and the fair value of the net assets acquired. Goodwill is not amortized, but rather is tested annually for impairment, on August 31 each year, or sooner when circumstances indicate impairment may exist. Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or a business which is one level below that operating segment.
Identifiable intangible assets with finite lives are amortized over their estimated useful lives, which range up to 20 years, and identifiable intangible assets with indefinite lives are not amortized, but rather are tested annually for impairment, or sooner when circumstances indicate impairment may exist. Amortizable intangible assets and other long-lived assets are tested for impairment utilizing an income approach based on undiscounted cash flows upon the occurrence of certain triggering events and, if impaired, are written down to fair value. The impairment test is performed at the lowest level of cash flows associated with the asset.
Investments
Our investments primarily consist of investments in equity.equity investments. Investments in which we have a significant influence, but not a controlling interest, are accounted for using the equity method. Other investments are carried at fair value, to the extent publicly traded, with unrealized gains and losses recorded in other comprehensive income, or at cost. We monitor our investments for impairment at least annually and make appropriate reductions in carrying values if we determine that an impairment charge is required based on qualitative and quantitative information. Our investments are included in Other assetsnoncurrent in the Consolidated Balance Sheets.
Guarantees
At the inception of a guarantee, we recognize a liability for the fair value of an obligation assumed by issuing the guarantee. The related liability is subsequently reduced as utilized or extinguished and increased if there is a probable loss associated with the guarantee which exceeds the value of the recorded liability.
Treasury Stock
Treasury stock is accounted for using the cost method.

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Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The framework for measuring fair value provides a hierarchy that prioritizes the inputs to valuation techniques used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 – Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
Our recurring fair value measures include marketable securities and derivative instruments and our non-recurring fair value measures include goodwill and intangible assets.
Derivative Financial Instruments
Derivative financial instruments are recorded on the Consolidated Balance Sheets as assets or liabilities and measured at fair value. For derivatives designated as hedges of the fair value of assets or liabilities, the changes in fair value of both the derivatives and the hedged items are recorded in current earnings as part of Other items, net in the Consolidated Statements of Earnings. For derivatives designated as cash flow hedges, the effective portion of the changes in fair value of the derivatives is recorded in Accumulated other comprehensive loss in the Consolidated Balance Sheets and subsequently recognized in earnings when the hedged items impact income. The fair value of derivative financial instruments is included in Prepaid and other assets and Other liabilitiescurrent in the Consolidated Balance Sheets. Changes in the fair value of derivatives not designated as hedges and the ineffective portion of cash flow hedges are recorded in earnings. We do not hold or enter into financial

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instruments for speculative trading purposes. Cash flows from derivative instruments are classified in the same category as the cash flows from the related assets, liabilities or forecasted transactions in the Consolidated Statements of Cash Flows.
Pension Benefits
Our defined benefit pension plans principally consist of both funded and unfunded noncontributory plans, covering the majority of domestic employees and retirees. The funded defined benefit pension plan and unfunded pension planswhich are currently frozen to future benefit accruals. The expense we recognize is determined using certain assumptions, including, among others, the expected long-term rate of return and discount rate, among others.rate. We recognize the funded status of our defined benefit plans (other than a multiemployer plan) as an asset or liability in the Consolidated Balance Sheets and recognize the changes in the funded status in the year in which the changes occur through Accumulated other comprehensive loss in the Consolidated Balance Sheets.
NOTE 3. ACCOUNTS RECEIVABLE
We had $547$520 million and $577$486 million of noncurrent trade receivables as of September 30, 20162018 and 2015,2017, respectively. Accounts receivables are principally related to long-term television license arrangements at Filmed Entertainment and content distributionsubscription video-on-demand and other OTT arrangements at Media Networks. These amounts are included within Other assets - noncurrent in our Consolidated Balance Sheets. Such amounts are due in accordance with the underlying terms of the respective agreements with companies that are investment grade or with which we have historically done business under similar terms. We have determined that credit loss allowances are generally not considered necessary for these amounts.
NOTE 4. ACQUISITIONS AND INVESTMENTS
Acquisitions
In 2018, the Company acquired WhoSay Inc., a leading influence marketing firm, VidCon LLC, a host of conferences dedicated to online video, and Awesomeness TV Holdings, LLC, a multi-platform media company serving global Gen-Z audiences as a digital-first destination for original programming, for total consideration of $87 million, net of cash acquired. The operating results of these acquisitions were not material.
On November 15, 2016, we acquired Televisión Federal S.A. (“Telefe”), one of the main free-to-air channels and biggest content producers in Argentina, for $336 million, net of cash acquired. The operating results of Telefe were not material.
The following table summarizes our allocation of Telefe’s purchase price as of the acquisition date:
    
 
Purchase Price Allocation
(in millions)
 
    Current assets $88
    Goodwill 258
    Intangible assets 49
    Property and equipment 73
    Other assets 13
 Assets acquired 481
    Accounts payable and accrued expenses 55
    Other liabilities 90
 Liabilities assumed 145
   $336
    
The goodwill, which is not deductible for tax purposes, reflects the Company-specific synergies arising from the acquisition. Intangible assets primarily consist of trade names and broadcast licenses with a useful life of 15 years.
Investments
Our equity method investments total $542$241 million and $434$258 million as of September 30, 20162018 and 2015,2017, respectively.
We hold an During the year ended September 30, 2018, we completed a sale of a 1% equity interest of 50% in Viacom 18, aViacom18 to our joint venture partner for $20 million, resulting in India that ownsa gain of $16 million, which is included in Other items, net in the Consolidated Statements of Earnings.
Our cost method investments total $89 million and operates regional entertainment channels. In July 2015, we acquired a 50% interest in Prism TV Private Limited (“Prism”) for 9.4 billion rupees ($149 million). The purchase price substantially represents$98 million as of September 30, 2018 and 2017, respectively. We recognized impairment losses of $46 million and $10 million to write off certain cost method investments during the difference between the carrying amount of our investment and our share of the underlying net assets of Prism. The difference includes other intangible assets that will be amortized over their estimated useful lives of 7 to 20 years. Prism has been merged into Viacom 18.years ended

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We also hold an equitySeptember 30, 2018 and 2017, respectively. The impairment charges are included in Other items, net, in the Consolidated Statements of Earnings.
On May 11, 2017, we completed the sale of our 49.76% interest of approximately 50% in EPIX, a joint venture formed with Lionsgatepremium entertainment network, to Metro-Goldwyn-Mayer. The sale resulted in proceeds of $593 million, net of transaction costs of $4 million, and Metro-Goldwyn-Mayera gain of $285 million. In addition, prior to exhibit certain motion pictures on behalfthe closing of the equity partners’ movie studios throughsale, EPIX paid a premium pay television channel and video-on-demand services available on multiple platforms.
Our cost method investments total $96 million and $71 million asdividend, of September 30, 2016 and 2015, respectively.which our pro rata share was $37 million.
Variable Interest Entities
In the normal course of business, we enter into joint ventures or make investments with business partners that support our underlying business strategy and provide us the ability to enter new markets to expand the reach of our brands, develop new programming and/or distribute our existing content. In certain instances, an entity in which we make an investment may qualify as a VIE. In determining whether we are the primary beneficiary of a VIE, we assess whether we have the power to direct matters that most significantly impact the activities of the VIE and have the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Our Consolidated Balance Sheets include amounts related to consolidated VIEs totaling $190$72 million in assets and $57$5 million in liabilities as of September 30, 2016,2018, and $207$159 million in assets and $54$8 million in liabilities as of September 30, 2015. We have certain rights2017. In 2017, a consolidated VIE completed the sale of broadcast spectrum in connection with the FCC’s broadcast spectrum auction. The sale resulted in proceeds of $147 million, a portion of which was used to repay outstanding debt, and obligations relateda pre-tax gain of $127 million, with $11 million attributable to our investments, including the guarantee of certain third-party bank debt. The consolidated VIEs’ revenues, expenses and operating income were not significant for all periods presented.noncontrolling interest.
NOTE 5. PROPERTY AND EQUIPMENT
          
Property and Equipment, net
(in millions)
September 30, 
Estimated
Life
(in years)
September 30, 
Estimated
Life
(in years)
2016 2015 2018 2017 
Land$239
 $238
 
$251
 $261
 
Buildings432
 449
 up to 40 
468
 491
 up to 40 
Capital leases204
 257
 up to 15 
193
 201
 up to 15 
Equipment and other1,958
 1,871
 up to 20 
2,101
 2,020
 up to 20 
Property and equipment2,833
 2,815
  3,013
 2,973
  
Less: Accumulated depreciation(1,901) (1,868)  
Accumulated depreciation(2,094) (1,995)  
Property and equipment, net$932
 $947
  $919
 $978
  
          
Depreciation expense, including assets under capital leases, was $182 million in 2018, $194 million in 2017, and $188 million in 2016 and 2015, and $177 million in 2014.2016. Depreciation expense related to capital leases was $15 million in 2018, $16 million in 2017 and $18 million in 2016, $20 million in 2015 and $21 million in 2014.2016. Accumulated depreciation of capital leases was $147$172 million and $171$160 million at September 30, 20162018 and 2015,2017, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 6. INVENTORY
      
Inventory
(in millions)
September 30,September 30,
2016 20152018 2017
Film inventory:      
Released, net of amortization$632
 $576
$454
 $534
Completed, not yet released128
 55
11
 85
In process and other993
 806
713
 686
1,753
 1,437
1,178
 1,305
Television productions:   
Television production:   
Released, net of amortization16
 
6
 15
In process and other102
 8
201
 237
118
 8
207
 252
Original programming:      
Released, net of amortization1,082
 1,161
1,124
 1,146
In process and other706
 599
757
 673
1,788
 1,760
1,881
 1,819
Acquired program rights, net of amortization1,127
 1,108
1,411
 1,435
Home entertainment inventory90
 89
67
 90
Total inventory, net4,876
 4,402
4,744
 4,901
Less current portion844
 786
896
 919
Noncurrent portion$4,032
 $3,616
$3,848
 $3,982
      
We expect to amortize approximately $1.5$1.4 billion of film inventory, television production and television costs,original programming, including released and completed, not yet released, during the fiscal year ending September 30, 20172019 using the individual-film-forecast-computation method. In addition, we expect to amortize 90% of unamortized released film and television costs, excluding acquired film libraries, at September 30, 2016,2018, within the next three years.
NOTE 7. GOODWILL AND INTANGIBLES
Goodwill
The following table details the change in goodwill by segment for 20162018 and 2015:2017:
      
Goodwill
(in millions)
Media
Networks
 
Filmed
Entertainment
 Total
Balance at September 30, 2014$9,942
 $1,593
 $11,535
Dispositions(3) 
 (3)
Foreign currency translation(92) 
 (92)
Other16
 
 16
Balance at September 30, 20159,863
 1,593
 11,456
Foreign currency translation(52) 
 (52)
Other(4) 
 (4)
Balance at September 30, 2016$9,807
 $1,593
 $11,400
      
      
Goodwill
(in millions)
Media
Networks
 
Filmed
Entertainment
 Total
Balance at September 30, 2016$9,807
 $1,593
 $11,400
Acquisitions279
 
 279
Foreign currency translation(14) 
 (14)
Balance at September 30, 201710,072
 1,593
 11,665
Acquisitions56
 
 56
Foreign currency translation(112) 
 (112)
Balance at September 30, 2018$10,016
 $1,593
 $11,609
      

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(continued)


Intangibles
The following table details our intangible asset balances by major asset classes:
      
Intangibles
(in millions)
September 30,September 30,
2016 20152018 2017
Finite-lived intangible assets:      
Trade names$182
 $175
$194
 $189
Licenses127
 131
149
 159
Subscriber agreements58
 54
55
 55
Other intangible assets152
 152
185
 154
519
 512
583
 557
Accumulated amortization on finite-lived intangible assets:      
Trade names(73) (63)(87) (78)
Licenses(13) (8)(28) (21)
Subscriber agreements(47) (40)(51) (49)
Other intangible assets(126) (116)(138) (131)
(259) (227)(304) (279)
Finite-lived intangible assets, net$260
 $285
279
 278
Indefinite-lived intangible assets55
 55
34
 35
Total intangibles, net$315
 $340
$313
 $313
      
Amortization expense relating to intangible assets was $31 million for 2018, $29 million for 2017 and $33 million for 2016, $34 million for 2015 and $40 million for 2014.2016. We expect our aggregate annual amortization expense for existing intangible assets subject to amortization at September 30, 20162018 to be as follows for each of the next five fiscal years:
          
Amortization of Intangibles (in millions)
2017 2018 2019 2020 20212019 2020 2021 2022 2023
Amortization expense$28 $26 $23 $21 $20$31
 $32
 $25
 $21
 $19
          

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NOTE 8. DEBT
Our total debt consists of the following:
      
Debt
(in millions)
September 30,September 30,
2016 20152018 2017
Senior Notes and Debentures:      
Senior notes due April 2016, 6.250%$
 $368
Senior notes due December 2016, 2.500%400
 399
Senior notes due April 2017, 3.500%499
 498
Senior notes due October 2017, 6.125%499
 499
Senior notes due September 2018, 2.500%498
 497
Senior notes due April 2019, 2.200%399
 398
Senior notes due September 2019, 5.625%550
 550
550
 550
Senior notes due December 2019, 2.750%399
 398
252
 252
Senior notes due March 2021, 4.500%495
 494
497
 496
Senior notes due December 2021, 3.875%593
 592
596
 595
Senior notes due February 2022, 2.250%102
 188
Senior notes due June 2022, 3.125%296
 296
194
 297
Senior notes due March 2023, 3.250%297
 297
181
 298
Senior notes due September 2023, 4.250%1,235
 1,233
1,239
 1,237
Senior notes due April 2024, 3.875%544
 543
488
 545
Senior notes due October 2026, 3.450%474
 587
Senior debentures due December 2034, 4.850%593
 592
281
 585
Senior debentures due April 2036, 6.875%1,066
 1,066
1,068
 1,067
Senior debentures due October 2037, 6.750%75
 75
75
 75
Senior debentures due February 2042, 4.500%244
 244
62
 102
Senior debentures due March 2043, 4.375%1,091
 1,085
1,102
 1,096
Senior debentures due June 2043, 4.875%247
 246
32
 37
Senior debentures due September 2043, 5.850%1,228
 1,228
1,230
 1,229
Senior debentures due April 2044, 5.250%545
 544
345
 545
Junior Debentures:   
Junior subordinated debentures due February 2057, 5.875%642
 642
Junior subordinated debentures due February 2057, 6.250%642
 642
Capital lease and other obligations120
 143
30
 54
Total debt11,913
 12,285
10,082
 11,119
Less current portion17
 18
567
 19
Noncurrent portion$11,896
 $12,267
$9,515
 $11,100
      
The amounts classified in the current portion of debt consist of the portion of capital leases payable in the next twelve months.
Senior Notes and Debentures
In the third quarter2018, we redeemed $1.039 billion of fiscal 2016, we repaid the $368 million aggregate principal amount of our 6.250% Senior Notes due April 2016.
Our outstanding senior notes and debentures provide for certain covenant packages typical for an investment grade company. There is one acceleration trigger for certaina redemption price of $1.000 billion. As a result, we recognized a net pre-tax extinguishment gain of $25 million, net of $14 million of unamortized debt costs and transaction fees included in Other items, net in the Consolidated Statements of Earnings.

In 2017, we issued $2.6 billion of junior debentures and senior notes. Our 5.875% Junior subordinated debentures due February 2057 and 6.250% Junior subordinated debentures due February 2057 accrue interest at the stated fixed rates until February 28, 2022 and February 28, 2027, respectively, on which dates the rates will switch to floating rates based on three-month LIBOR plus 3.895% and 3.899%, respectively, reset quarterly. These debentures can be called by us at any time after the expiration of the senior notes and debentures in the event of a change in control under certain specified circumstances coupled with ratings downgrades due to the change in control.
At September 30, 2016 and 2015, the total unamortized discount and issuance fees and expenses related to the fixed rate senior notes and debentures was $459 million and $478 million, respectively.
The fair value of our senior notes and debentures was approximately $12.8 billion and $12.0 billion as of September 30, 2016 and 2015, respectively. The valuation of our publicly traded debt is based on quoted prices in active markets.fixed-rate period.
On October 4, 2016, we issued a total of $1.3 billion of senior notes as follows:
$400 million in aggregate principal amount of 2.250% senior notes due 2022 at a price equal to 99.692% of the principal amount (the “2022 Senior Notes”); and

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$900 million in aggregate principal amount of 3.450% senior notes due 2026 at a price equal to 99.481% of the principal amount (the “2026 Senior Notes” and, together with the 2022 Senior Notes, the “Senior Notes”).
The interest rate payable on our 2.250% Senior notes due February 2022 and 3.450% Senior notes due October 2026, collectively the Senior Notes“Senior Notes”, will be subject to adjustment from time to time if Moody’s Investors Services, Inc. or S&P Global Ratings downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Senior Notes. The interest rate on thethese Senior Notes would increase by 0.25% upon each credit agency downgrade up to a maximum of 2.00%, and would similarly be decreased for subsequent upgrades.
The proceeds,In 2017, we redeemed $3.331 billion of senior notes and debentures for a redemption price of $3.333 billion. As a result of the redemptions, we recognized a net pre-tax extinguishment loss of $20 million included within Other items, net in the Consolidated Statements of Earnings, which included $18 million of unamortized debt discount and otherissuance fees.

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Our outstanding notes and debentures provide for certain covenant packages typical for an investment grade company. There is an acceleration trigger for the majority of the notes and debentures in the event of a change in control under specified circumstances coupled with ratings downgrades due to the change in control, as well as certain optional redemption provisions for our junior debentures.
At September 30, 2018 and 2017, the total unamortized discount and issuance fees and expenses from the issuancerelated to our outstanding notes and debentures was $431 million and $457 million, respectively.
The fair value of the Senior Notes were $1.285 billion. As discussed below, a portion of the proceeds will be used to redeem the seniorour notes due in December 2016 and April 2017debentures was approximately $10.5 billion and therefore, the senior notes were classified as long-term debt$11.6 billion as of September 30, 2016.
In October 2016, we delivered notices of redemption to redeem all $400 million2018 and 2017, respectively. The valuation of our outstanding 2.500% senior notes due December 2016 and all $500 million of our outstanding 3.500% senior notes due April 2017. The redemptionpublicly traded debt is expected to take placebased on November 14, 2016.quoted prices in active markets.
Credit Facility
At September 30, 20162018 and 2015,2017, there were no amounts outstanding under our $2.5 billion revolving credit facility due November 2019. The credit facility is used for general corporate purposes and to support commercial paper outstanding, if any. The borrowing rate under the credit facility is LIBOR plus a margin ranging from 1.25% to 2.25% based on our current public debt rating. The credit facility has one principal financial covenant that requires our interest coverage for the most recent four consecutive fiscal quarters to be at least 3.0x, which we met as of September 30, 2016.2018.
Commercial Paper
At September 30, 20162018 and 2015,2017, there was no commercial paper outstanding.
Scheduled Debt Maturities
Our scheduled maturities of debt at face value for each of the next five fiscal years and thereafter, excluding capital leases, outstanding at September 30, 2016 are as follows:
             
Maturities of Debt Excluding Capital Leases
(in millions)
 Year 1 Year 2 Year 3 Year 4 Year 5 
After 5
Years
Debt $900 $1,000 $950 $400 $500 $8,502
             
NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS
Our defined benefit pension plans principally consist of both funded and unfunded noncontributory plans, covering the majority of domestic employees and retirees.which are currently frozen to future benefit accruals. The funded plan provides a defined benefit based on a percentage of eligible compensation for periods of service. The funded defined benefit pension plan and unfunded pension plans are currently frozen to future benefit accruals.
The following tables summarize changes in the benefit obligation, the plan assets and the funded status of our pension plans utilizing a measurement date as of September 30, 20162018 and 2015,2017, respectively:
      
Change in Benefit Obligation
(in millions)
Year Ended 
 September 30,
Year Ended 
 September 30,
2016 20152018 2017
Benefit obligation, beginning of period$937
 $1,060
$999
 $1,014
Interest cost35
 43
35
 33
Actuarial (gain)/loss86
 (38)
Actuarial gain(47) (10)
Benefits paid(44) (128)(42) (38)
Benefit obligation, end of period$1,014
 $937
$945
 $999
      
    
Change in Plan Assets
(in millions)
Year Ended 
 September 30,
2018 2017
Fair value of plan assets, beginning of period$544
 $510
Actual return on plan assets29
 59
Employer contributions12
 13
Benefits paid(42) (38)
Fair value of plan assets, end of period$543
 $544
    
    
Funded status (in millions)
September 30,
2018 2017
Funded status$(402) $(455)
    

Substantially all of the unfunded amounts are included within Other liabilitiesnoncurrent in the Consolidated Balance Sheets as of September 30, 2018 and 2017.

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Change in Plan Assets
(in millions)
Year Ended 
 September 30,
2016 2015
Fair value of plan assets, beginning of period$493
 $656
Actual return on plan assets47
 (44)
Employer contributions14
 9
Benefits paid(44) (128)
Fair value of plan assets, end of period$510
 $493
    
    
Funded status (in millions)
September 30,
2016 2015
Funded status$(504) $(444)
    

Substantially all of the unfunded amounts are included within Other liabilities in the Consolidated Balance Sheets as of September 30, 2016 and September 30, 2015.
In December 2014, we offered certain participants of our funded pension plan the option to receive a one-time lump-sum payment equal to the present value of their respective pension benefit. The settlement triggered a remeasurement of the net pension obligation and settlement accounting. The settlement resulted in the recognition of a non-cash settlement loss of $24 million reclassified from unrecognized actuarial loss included within Accumulated other comprehensive loss in the Consolidated Balance Sheets. The amount paid to the participants making the one-time election totaled $90 million which is included within Benefits paid in the 2015 table above.
Accumulated Benefit Obligation
The accumulated benefit obligation includes no assumption about future compensation levels since our plans are frozen. Included in the change in benefit obligation tables above are the following funded and unfunded plans with an accumulated benefit obligation equal to or in excess of plan assets at the end of the fiscal year.
                      
Funded Plans Unfunded Plans Total PlansFunded Plans Unfunded Plans Total Plans
Accumulated Benefit Obligation
(in millions)
September 30, September 30, September 30,September 30, September 30, September 30,
2016 2015 2016 2015 2016 20152018 2017 2018 2017 2018 2017
Accumulated benefit obligation$684
 $635
 $330
 $302
 $1,014
 $937
$637
 $675
 $308
 $324
 $945
 $999
Fair value of plan assets510
 493
 
 
 510
 493
543
 544
 
 
 543
 544
Funded status$(174) $(142) $(330) $(302) $(504) $(444)(94) (131) (308) (324) (402) (455)
                      
Net Periodic Benefit Costs
Our net periodic benefit cost under Viacom’s pension plans consists of the following:
          
Net Periodic Benefit Costs
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Interest cost$35
 $43
 $46
$35
 $33
 $35
Expected return on plan assets(38) (46) (50)(40) (37) (38)
Recognized actuarial loss5
 8
 2
7
 7
 5
Loss on pension settlement
 24
 
Net periodic benefit costs$2
 $29
 $(2)$2
 $3
 $2
          
The items reflected in Accumulated other comprehensive loss in the Consolidated Balance Sheets and not yet recognized as a component of net periodic benefit cost are:
    
Unrecognized Benefit Cost
(in millions)
Year Ended 
 September 30,
2016 2015
Unrecognized actuarial loss$363
 $291
    

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Unrecognized Benefit Cost
(in millions)
Year Ended 
 September 30,
2018 2017
Unrecognized actuarial loss$281
 $324
    
Unrecognized actuarial loss of $7$6 million is expected to be recognized as a component of net periodic benefit cost during the fiscal year ended September 30, 2017.2019.
The amounts recognized in other comprehensive income during the year are:
   
 
Other Comprehensive Income
(in millions)
Year Ended 
 September 30, 2016
 
 Net actuarial loss$77
 Recognized actuarial loss(5)
 Total pre-tax loss$72
   
   
 
Other Comprehensive Income
(in millions)
Year Ended 
 September 30, 2018
 
 Net actuarial gain$(36)
 Recognized actuarial loss(7)
 Total pre-tax gain$(43)
   
 

      
Year Ended 
 September 30,
Year Ended 
 September 30,
Key Assumptions2016 20152018 2017
Weighted-average assumptions - benefit obligations      
Discount rate3.92% 4.50%4.38% 4.02%
      
Weighted-average assumptions - net periodic costs      
Discount rate3.79% 4.37%3.54% 3.30%
Expected long-term return on plan assets7.50% 8.00%7.50% 7.50%
      
Two key assumptions used in accounting for pension liabilities and expenses are the discount rate and expected rate of return on plan assets. The discount rate reflects the estimated rate at which the pension benefit obligations could effectively be settled. We used investment grade corporate bond yields to support our discount rate assumption. Interest cost in 2016 is measured by applying the specific spot rates along the yield curve to the corresponding cash flows. The expected long-term returns on plan assets were

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based upon the target asset allocation and return estimates for equity and debt securities. The expected rate of return for equities was based upon the risk-free rate plus a premium for equity securities. The expected return on debt securities was based upon an analysis of current and historical yields on portfolios of similar quality and duration. The estimated impact of a 25 basis point change in the discount rate would change the accumulated benefit obligation by approximately $43$38 million. The impact of a 25 basis point change in the discount rate or expected rate of return on plan assets would change net periodic benefit cost by approximately $1 million.
Investment Policies and Strategies
The Viacom Investments CommitteeCompany’s investment strategy is responsible for managingto manage the investment of assets underheld in the funded pension plan in a prudent manner with regard toa goal of preserving principal while providing reasonable risk appropriate returns. The Viacom Investments Committee has established an investment policy through careful study of the returns and risks associated with alternative investment strategies in relation to the current and projected liabilities of the plan, after consulting with an outside investment advisor as it deems appropriate. The investment advisor’s role is to provide guidance to the Viacom Investments Committee on matters pertaining to the investment of plan assets including investment policy, investment selection, monitoring the plan’s performance and compliance with the plan’s investment policies.
The investment policy establishes target asset allocations based upon an analysis of the timing and amount of projected benefit payments, the expected returns and risk of the asset classes and the correlation of those returns. Our practice is to review asset allocations regularly with our independent investment advisor and rebalance as necessary.necessary to maintain compliance with the plan’s investment policies. The rangeranges of target asset allocations under our investment policy are 55-75% domestic and non-U.S. equity securities, 25-40% domestic and non-U.S. debt securities and 0-10% in cash and other instruments.
The Company utilizes an investment advisor implementswho monitors the investment policy throughand provides guidance on recommended investments in mutual funds and other pooled asset portfolios. Investments will be diversified within asset classes with the intent to minimize the risk of large losses to the plan.
 
The percentage of asset allocation of our funded pension plan at September 30, 2018 and 2017, by asset category was as follows:
    
 September 30,
Asset Allocation of Funded Pension Plan2018 2017
Equity securities65% 65%
Debt securities34
 31
Cash and cash equivalents1
 4
Total100% 100%
    
Viacom Class B common stock represents approximately 2% and 1% of the fair value of plan assets at September 30, 2018 and 2017, respectively.

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The percentage of asset allocations of our funded pension plan at September 30, 2016 and 2015, by asset category were as follows:
    
 September 30,
Asset Allocations of Funded Pension Plan2016 2015
Equity securities64% 63%
Debt securities32
 34
Cash and cash equivalents4
 3
Total100% 100%
    
Viacom Class B common stock represents approximately 2% of the fair value of plan assets at September 30, 2016 and 2015.
Fair Value Measurement of Plan Assets
The following table sets forth the plan’s assets at fair value as of September 30, 20162018 and 2015.2017. For investments held at the end of the reporting period that are measured at fair value on a recurring basis, there were no transfers between levels from 20152017 to 2016.2018. The funded pension plan has no investments classified within levelLevel 3 of the valuation hierarchy.
                      
Total Level 1 Level 2Total Level 1 Level 2
Fair Value of Plan Assets
(in millions)
September 30, September 30, September 30,September 30, September 30, September 30,
2016 2015 2016 2015 2016 20152018 2017 2018 2017 2018 2017
Cash and Cash Equivalents (1)
$20
 $15
 $
 $
 $20
 $15
$5
 $19
 $
 $
 $5
 $19
Equity Securities                      
Common and preferred stock10
 33
 10
 33
 
 
9
 7
 9
 7
 
 
World funds (2)
286
 230
 
 
 286
 230
Emerging markets funds (2)
32
 46
 
 
 32
 46
Debt Securities                      
U.S. treasury securities14
 10
 
 
 14
 10
15
 16
 
 
 15
 16
Municipal & government issued bonds1
 1
 
 
 1
 1
1
 2
 
 
 1
 2
Corporate bonds40
 46
 
 
 40
 46
Corporate bonds (2)
44
 41
 
 
 44
 41
Mortgage-backed & asset-backed securities30
 39
 
 
 30
 39
47
 36
 
 
 47
 36
Emerging markets funds(3)
19
 19
 19
 19
 
 
Multi-strategy funds (4)
58
 54
 
 
 58
 54
Total$510
 $493
 $29
 $52
 $481
 $441
Emerging markets (3)

 20
 
 20
 
 
Fair value of plan assets in the fair value hierarchy121

141

9

27

112

114
Investments measured at net asset value (4) (5)
           
Equity securities - world funds318
 308
        
Equity securities - emerging markets27
 39
        
Debt securities - emerging markets19
 
        
Debt securities - multi-strategy58
 56
        
Total fair value of plan assets$543
 $544
 

 

 

 

                      
(1) Assets categorized as Level 2 reflect investments in money market funds.
(2) Assets reflect common/collective trust funds.Securities of diverse industries, substantially all investment grade.
(3)Assets categorized as Level 1 reflect mutual funds.
(4)Reflects investments in common/collective trust funds and limited partnerships.
(5) In accordance with the accounting guidance, certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy.
Money market funds are carried at amortized cost which approximates fair value due to the short-term maturity of these investments. Common and preferred stocks are reported at fair value based on quoted market prices on national securities exchanges. Investments in registered investment companies (mutual funds) are stated at the respective funds’ net asset value (“NAV”), which is determined based on market values at the closing price on the last business day of the year and is a quoted price in an active market. The fair value of common/collective trust funds are based on their NAV at period-end. The fair value of U.S. Treasury securities and bonds is determined based on quoted market prices on national security exchanges, when available, or using valuation models which include certain other observable inputs including recent trading activity and broker quoted prices. Corporate bonds include securities of diverse industries, substantially all investment grade. Mortgage-backed and asset-backed securities are valued using valuation models which incorporate available dealer quotes and market information. The fair value of limited partnerships is valued at period-end based on its underlying investments.
Future Benefit Payments
The estimated future benefit payments for the next ten fiscal years are as follows:
            
Future Benefit Payments
(in millions)
           
2017 2018 2019 2020 2021 2022-2026
Pension benefits$36 $37 $40 $43 $44 $266
            

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Future Benefit Payments
(in millions)
           
2019 2020 2021 2022 2023 2024-2028
Pension benefits$40
 $42
 $45
 $47
 $50
 $287
            
Postretirement Health Care and Life Insurance Plans
Eligible employees participate in Viacom-sponsored health and welfare plans that provide certain postretirement health care and life insurance benefits to retired employees and their covered dependents. Most of the health and welfare plans are contributory and contain cost-sharing features such as deductibles and coinsurance which are adjusted annually. Claims are paid either through certain trusts funded by Viacom or by our own funds. The amounts related to these plans were not material for all periods presented.

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401(k) Plans
Viacom has defined contribution (401(k)) plans for the benefit of substantially all our employees meeting certain eligibility requirements. Our costs recognized for such plans were $44$52 million in 2016, $462018, $53 million in 20152017 and $47 million in 2014.2016.
Multiemployer Benefit Plans
We contribute to various multiemployer pension plans under the terms of collective bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans such that (i) contributions made by us to these plans may be used to provide benefits to employees of other participating employers; (ii) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (iii) if we choose to stop participating in some of our multiemployer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
While no multiemployer pension plan that we contributed to is considered individually significant to us, we were listed on twoone Form 5500s5500 as providing more than 5% of total contributions to eachthe plan based on current information available. The most recent filed zone status (which denotes the financial health of a plan) under the Pension Protection Act of 2006 for these two plansthis plan is green, indicating that the plans areplan is at least 80% funded. Total contributions that we made to multiemployer pension plans were $61 million in 2018, $49 million in 2017 and $48 million in 2016, $54 million in 2015 and $52 million in 2014.2016.
We also contribute to various other multiemployer benefit plans that provide health and welfare benefits to active and retired participants. Total contributions that we made to these non-pension multiemployer benefit plans were $69 million in 2018, $57 million in 2017 and $73 million in 2016, $77 million in 2015 and $74 million in 2014.2016.
NOTE 10. REDEEMABLE NONCONTROLLING INTEREST
We are subject to a redeemable put option, payable in a foreign currency, with respect to an international subsidiary. The put option expires in December 2022 and is classified as Redeemable noncontrolling interest in the Consolidated Balance Sheets. The activity reflected within redeemable noncontrolling interest for the fiscal years 2016, 20152018, 2017 and 20142016 is presented below.
          
Redeemable Noncontrolling Interest
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Beginning balance$219
 $216
 $200
$248
 $211
 $219
Net earnings17
 15
 20
20
 17
 17
Distributions(19) (20) (17)(16) (16) (19)
Translation adjustment(38) (10) 5
(6) 7
 (38)
Redemption value adjustment32
 18
 8

 29
 32
Ending balance$211
 $219
 $216
$246
 $248
 $211
          

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NOTE 11. COMMITMENTS AND CONTINGENCIES
Commitments
Our commitments primarily consist of programming and talent commitments, operating and capital lease arrangements, and purchaseunder contractual obligations for goods and services. These arrangements result from our normal course of business and represent obligations that may be payable over several years.
Our programmingThe following table summarizes the Company’s significant commitments and talent commitments that are not recorded on the balance sheet, which aggregated to approximately $1.550 billionexpected payments by fiscal year as of September 30, 2016, included $1.191 billion relating to media networks programming and $359 million for talent contracts. At September 30, 2016, we have recorded, on the balance sheet, programming commitments of $1.003 billion. Amounts expected to be paid over the next five fiscal years, beginning with fiscal year 2017, are as follows: $692 million, $198 million, $84 million, $25 million and $4 million.

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We have long-term noncancelable operating and capital lease commitments for office space, equipment, transponders, studio facilities and vehicles.
At September 30, 2016, minimum rental payments under noncancelable leases by fiscal year are as follows:
2018:
    
Noncancelable Lease Commitments
(in millions)
Capital Operating
 
2017$21
 $228
201821
 203
201922
 100
20209
 144
20216
 131
2022 and thereafter1
 962
Total minimum payments$80
 $1,768
Amounts representing interest(8)  
Total$72
  
    
Contractual Obligations
(in millions)
Total20192020202120222023Thereafter
Off-balance Sheet Arrangements       
Programming and talent commitments (1)
$2,001
$759
$501
$332
$199
$135
$75
Operating leases (2)
1,686
176
222
204
175
119
790
Purchase obligations (3)
1,050
578
221
165
53
17
16
On-Balance Sheet Arrangements       
Capital lease obligations (4)
$34
$19
$8
$6
$
$
$1
Debt (5)
10,483
550
252
500
899
1,432
6,850
Interest payments (6)
9,415
518
481
469
444
423
7,080
Other long-term obligations (7)
2,412
1,391
545
301
101
68
6
(1)
Programming and talent commitments include $1.569 billion relating to media networks programming and $432 million for talent contracts.
(2)
Operating leases include long-term non-cancelable operating lease commitments for office space, equipment, transponders, studio facilities and vehicles.
(3)
Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including open purchase orders.
(4)
Capital lease obligations include capital leases for satellite transponders.
(5)
Represents face value at maturity.
(6)
Interest payments on our junior subordinated debentures subsequent to the expiration of their fixed-rate periods have been included based on their current fixed rates.
(7)
Other long-term obligations principally consist of participations, residuals and programming obligations for content that is available for airing.
Future minimum operating lease payments have been reduced by future minimum sublease income of $20$15 million. Future capital lease payments include $4 million of interest. Rent expense amounted to $266 million in 2016, $2682018, $267 million in 20152017 and $227$266 million in 2014.
We also have purchase obligations which include agreements to purchase goods or services in the future that totaled $1.211 billion as of September 30, 2016.
Our collaborative arrangements principally relate to contractual arrangements with other studios to jointly finance and distribute theatrical productionsfilm or television programming, collectively referred to as films (“co-financing arrangements”). AIn co-financing arrangement typically involves joint ownership of the film asset witharrangements, each partner is responsible for distribution of the film in specific territories.territories or distribution windows. The partnerspartners’ share in the profits and losses of the film in accordance with their respective ownership interest. Theis included within participations expense under the individual-film-forecast-computation method. Such amounts recorded in the Consolidated Statements of Earnings related to collaborative arrangements were not material.
Contingencies
Guarantees: In the course of our business, we both provide and receive the benefit of indemnities that are intended to allocate certain risks associated with business transactions.
Leases - We have certain indemnification obligations with respect to leases primarily associated with the previously discontinued operations of Famous Players Inc. (“Famous Players”). In addition, we have certain indemnities provided by the acquirer of Famous Players. These lease commitments amounted to approximately $230$141 million as of September 30, 2016.2018, and are recorded as a liability as of September 30, 2018. The amount of lease commitments varies over time depending on expiration or termination of individual underlying leases, or of the related indemnification obligation, and foreign exchange rates, among other things. We may also have exposure for certain other expenses related to the leases, such as property taxes and common area maintenance. We have recorded a liability of $190 million with respect to such obligations as of September 30, 2016. We believe our accrual is sufficient to meet any future obligations based on our consideration of available financial information, the lessees’ historical performance in meeting their lease obligations and the underlying economic factors impacting the lessees’ business models.
Other - We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. The outstanding letters of credit and surety bonds at September 30, 20162018 were $34$48 million and are not recorded on our Consolidated Balance Sheet.
Legal Matters:
Settlement of Various Litigations Involving National Amusements and the Sumner M. Redstone National Amusements Trust
Effective August 18, 2016, Viacom entered into an agreement (the “Settlement Agreement”) with National Amusements and NAI Entertainment Holdings LLC (together, “NAI”), various members of the Redstone family and related parties, the directors of the Company, and certain other parties. Pursuant to the Settlement Agreement, which was unanimously approved by our Board, among other matters, all claims among Viacom, NAI and the other parties to the Settlement Agreement that are the subject matter of the Settlement Agreement were dismissed and terminated.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Purported Class and Derivative Actions
Between June 17, 2016 and August 1, 2016, three substantially similar purported class action complaints were filed in the Delaware Chancery Court by purported Viacom stockholders, against Viacom, Viacom’s directors and NAI and were subsequently consolidated into one action. The action - brought on behalf of the class of all holders of Viacom Class B common stock except the named defendants and any person or entity affiliated with any of the defendants - alleges claims for breaches of fiduciary duty against the incumbent director defendants and NAI, and alleges that Viacom’s new directors aided and abetted these breaches. In addition to damages and attorneys’ fees, the action seeks “such relief as the Court deems just and proper.” All defendants, including Viacom and certain of its directors, have moved to dismiss the action.
On July 20, 2016, a purported derivative action was commenced in Delaware Chancery Court by a purported Viacom stockholder against Viacom and its directors. The complaint alleges that Viacom’s directors breached their fiduciary duties to Viacom in connection with compensation paid to Mr. Redstone. These breaches, it is alleged, permitted a waste of corporate assets and the unjust enrichment of Mr. Redstone. We intend to move to dismiss the action.
NOTE 12. STOCKHOLDERS’ EQUITY
Common Stock
The Viacom Board of Directors has the power to issue shares of authorized but unissued Class A common stock and Class B common stock without further stockholder action, subject to the requirements of applicable law and stock exchanges. Viacom’s certificate of incorporation authorizes 375 million shares of Class A common stock and 5 billion shares of Class B common stock. The number of authorized shares of Class A common stock and Class B common stock could be increased with the approval of the stockholders of a majority of the outstanding shares of Class A common stock and without any action by the holders of shares of Class B common stock.
The following is a description of the material terms of Viacom’s capital stock. The following description is not meant to be complete and is qualified by reference to Viacom’s certificate of incorporation and bylaws and Delaware General Corporation Law.
Voting Rights: Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock do not have any voting rights, except as required by Delaware law. Generally, all matters to be voted on by Viacom stockholders must be approved by a majority of the aggregate voting power of the shares of Class A common stock present in person or represented by proxy at a meeting of stockholders, except in certain limited circumstances and as required by Delaware law.
Dividends: Stockholders of Class A common stock and Class B common stock will share ratably in any cash dividend declared by the Board of Directors, subject to any preferential rights of any outstanding preferred stock.
Conversion: So long as there are 5,000 shares of Class A common stock outstanding, each share of Class A common stock will be convertible at the option of the holder of such share into one share of Class B common stock.
Liquidation Rights: In the event of liquidation, dissolution or winding-up of Viacom, all stockholders of common stock, regardless of class, will be entitled to share ratably in any assets available for distributions to stockholders of shares of Viacom common stock subject to the preferential rights of any outstanding preferred stock.
Split, Subdivisions or Combination: In the event of a split, subdivision or combination of the outstanding shares of Class A common stock or Class B common stock, the outstanding shares of the other class of common stock will be divided proportionally.
Preemptive Rights: Shares of Class A common stock and Class B common stock do not entitle a stockholder to any preemptive rights enabling a stockholder to subscribe for or receive shares of stock of any class or any other securities convertible into shares of stock of any class of Viacom.
Preferred Stock
Our capital stock includes 25 million authorized shares of preferred stock with a par value of $0.001 per share. At September 30, 20162018 and 2015,2017, none of the 25 million authorized shares of the preferred stock were issued and outstanding.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Stock Repurchase Program
During 2018 and 2017, we did not repurchase any shares of Class B common stock. During 2016, we repurchased 2.1 million shares of Class B common stockunder the program for an aggregate price of $100 million, leavingmillion. There is $4.9 billion of remaining capacity under our $20.0 billion stock repurchase program. During 2015 and 2014, we repurchased 21.1 million and 40.7 million shares under the program for an aggregate price of $1.5 billion and $3.4 billion, respectively.
Accumulated Other Comprehensive Loss
The components of Accumulated other comprehensive loss are as follows:
          
Accumulated Other Comprehensive Loss
(in millions)
September 30,September 30,
2016 2015 20142018 2017 2016
Foreign currency translation adjustments$(435) $(341) $(106)$(568) $(405) $(435)
Defined benefit pension plans(258) (193) (186)(229) (221) (258)
Cash flow hedges1
 
 (1)6
 8
 1
Available for sale securities54
 
 
Total$(692) $(534) $(293)$(737) $(618) $(692)
          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


NOTE 13. EQUITY-BASED COMPENSATION
Our 2016 Long-Term Management Incentive Plan, (the “LTMIP”), provides for various types of equity awards, including stock options, stock appreciation rights, restricted shares, unrestricted shares of Class B common stock, phantom shares, dividend equivalents, time-vested and performance-based share units, and other awards, or a combination of any of the above. In addition, our equity plans for outside directors provide for an annual grant of time-vested restricted share units (“RSUs”). We have primarily granted stock options and RSUs to employees. Certain senior executives have also received performance-based share units.
Stock options generally vest ratably over a four-year period from the date of grant and expire eight to ten years after the date of grant. Employee RSUs typically vest ratably over a four-year period from the date of the grant. Director RSUs typically vest one year from the date of grant. The target number of performance share units (“PSUs”) granted to an executive representsexecutives and currently outstanding represent the right to receive a corresponding number of shares of Class B common stock subject to adjustment depending on the Company’s performance against specific pre-determined goals that include total shareholder return (“TSR”) of our Class B common stock measured against the TSR of the common stock of the companies comprising the S&P 500 Index at the startand/or a specified level of earnings per share set for one or more performance periods within the measurement period. The measurement period is generally three years. The number of shares of Class B common stock an executive is entitled to receive at the end of the applicable measurement period ranges from 0% to 300%200% of the target PSU award. If Viacom’s percentile rank of TSR relative to the TSR for the companies in the S&P 500 Index is less than the 25th percentile, and for PSUs including an earnings per share goal if earnings per share performance is less than 80% of the target earnings per share, the target grant is forfeited unless we have achieved a specified level of earnings per share set in advance for the measurement period, in which case the executive would receive a percentage of the target award.forfeited. No other performance-based share units were outstanding as of September 30, 2016. Previously granted performance-based share units were designed to vest over three or four years and deliver, at the time of vesting, 75% to 125% of the target number of shares of Class B common stock underlying the awards based on the achievement of certain financial targets. 2018.
Outstanding share units accrue dividends each time we declare a quarterly cash dividend, which are paid upon vesting on the number of shares delivered and are forfeited if the award does not vest.
Upon the exercise of a stock option award or the vesting of share units, shares of Class B common stock are issued from authorized but unissued shares or from treasury stock. At September 30, 2016,2018, we had 399.4393.1 million shares in treasury. The aggregate number of equity awards authorized and available under the LTMIP for future grants as of September 30, 20162018 was approximately 1724 million, assuming that outstanding PSU awards are paid at target except for those awards for which the measurement period has been completed.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


Presented below is a summary of the compensation cost we recognized in the accompanying Consolidated Statements of Earnings:
          
Equity-Based Compensation Expense
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Recognized in earnings:          
Stock options$29
 $33
 $37
$14
 $15
 $29
Share units66
 68
 85
39
 39
 66
Compensation cost included in SG&A expense95
 101
 122
53
 54
 95
Compensation cost included in restructuring charge*68
 
 
Compensation cost included in restructuring charge(1)
4
 14
 68
Total compensation cost in earnings$163
 $101
 $122
$57
 $68
 $163
     
Tax benefit recognized$58
 $35
 $40
$12
 $23
 $58
Capitalized equity-based compensation expense$4
 $5
 $6
$3
 $2
 $4
          
* See Note 14 for additional information regarding the restructuring charge.     
(1) See Note 14 for additional information regarding the restructuring charge.
Stock Options
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The determination of volatility is principally based upon implied volatilities from traded options. The expected term, representing the period of time that options granted are expected to be outstanding, is estimated using a lattice-based model incorporating historical post vestpost-vest exercise and employee termination behavior. The risk-free rate assumed in valuing the options is based on the U.S. Treasury Yield curve in effect applied against the expected term of the option at the time of the grant. The expected dividend yield is estimated by dividing the expected annual dividend by the market price of our common stock at the date of grant. Below are the weighted average fair value of awards granted in the periods presented and the weighted average of the applicable assumptions used to value stock options at grant date.
      
 Year Ended September 30,
Key Assumptions2016 2015 2014
Weighted average fair value of grants$8.65
 $11.34
 $16.52
Weighted average assumptions:     
Expected stock price volatility36.1% 23.8% 25.0%
Expected term of options (in years)5.4
 4.8
 4.6
Risk-free interest rate1.5% 1.6% 1.5%
Expected dividend yield4.1% 2.4% 1.6%
      
The following table summarizes information about our stock option transactions:
            
 Year Ended 
 September 30, 2016
 Year Ended 
 September 30, 2015
 Year Ended 
 September 30, 2014
Stock Options
(number of options in thousands)
Options 
Weighted
average
exercise
price
 Options 
Weighted
average
exercise
price
 Options 
Weighted
average
exercise
price
Outstanding at the beginning of the period17,771.3
 $53.43
 19,058.5
 $47.67
 21,441.9
 $42.85
Granted3,765.7
 38.86
 3,303.1
 66.35
 2,040.7
 84.46
Exercised(1,242.5) 35.24
 (4,097.4) 35.53
 (4,233.2) 40.71
Forfeited or expired(698.3) 60.26
 (492.9) 66.19
 (190.9) 54.21
Outstanding at the end of the period19,596.2
 $51.54
 17,771.3
 $53.43
 19,058.5
 $47.67
            
Exercisable at the end of the period12,191.2
 $49.49
 11,109.1
 $44.83
 12,656.1
 $38.75
            
The weighted average remaining contractual life of stock options outstanding and exercisable at September 30, 2016 was 4 years and 3 years, respectively. The aggregate intrinsic value of stock options outstanding and exercisable at September 30, 2016 was $17 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


      
 Year Ended September 30,
Key Assumptions2018 2017 2016
Weighted average fair value of grants$8.83
 $7.48
 $8.65
Weighted average assumptions:     
Expected stock price volatility36.7% 28.4% 36.1%
Expected term of options (in years)5.3
 4.9
 5.4
Risk-free interest rate2.5% 1.9% 1.5%
Expected dividend yield2.6% 2.3% 4.1%
      
The following table summarizes information about our stock option transactions:
            
 Year Ended 
 September 30, 2018
 Year Ended 
 September 30, 2017
 Year Ended 
 September 30, 2016
Stock Options
(number of options in thousands)
Options 
Weighted
average
exercise
price
 Options 
Weighted
average
exercise
price
 Options 
Weighted
average
exercise
price
Outstanding at the beginning of the period15,591.5
 $52.85
 19,596.2
 $51.54
 17,771.3
 $53.43
Granted2,415.1
 31.02
 2,874.8
 34.86
 3,765.7
 38.86
Exercised(59.8) 30.12
 (4,814.7) 35.72
 (1,242.5) 35.24
Forfeited or expired(2,206.2) 46.86
 (2,064.8) 55.25
 (698.3) 60.26
Outstanding at the end of the period15,740.6
 $50.43
 15,591.5
 $52.85
 19,596.2
 $51.54
Exercisable at the end of the period10,999.5
 $57.20
 9,331.8
 $57.85
 12,191.2
 $49.49
            
The weighted average remaining contractual life of stock options outstanding and exercisable at September 30, 2018 was 3 years and 2 years, respectively.
The following table summarizes information relating to stock option exercises during the periods presented:
          
Year Ended September 30,Year Ended September 30,
Stock Option Exercises
(in millions)
2016 2015 20142018 2017 2016
Proceeds from stock option exercises$11
 $146
 $173
$2
 $172
 $11
Intrinsic value$7
 $153
 $182
$
 $42
 $7
Excess tax benefit/(shortfall)$(3) $39
 $53
$
 $(3) $(3)
          
Total unrecognized compensation cost related to unvested stock option awards at September 30, 20162018 was approximately $41$35 million and is expected to be recognized on a straight-line basis over a weighted-average period of 3 years.
Share Unit Awards
The grant date fair value for the PSUs subject to the market andand/or a performance condition indicated earlier in this note is computed using a Monte Carlo model to estimate the total return ranking of Viacom among the S&P 500 Index companies on the date of grant over the measurement periods. Compensation cost for PSUs is being recognized as the requisite service period is fulfilled and assumes all performance goals will be met.met for performance periods not yet completed. The grant date fair value for RSUs and other performance-based share units is based on our stock price on the date of the grant.

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(continued)


The following table summarizes activity relating to our share unit transactions:
                      
Year Ended 
 September 30, 2016
 Year Ended 
 September 30, 2015
 Year Ended 
 September 30, 2014
Year Ended 
 September 30, 2018
 Year Ended 
 September 30, 2017
 Year Ended 
 September 30, 2016
Share units
(number of shares in thousands)
Number
of
shares
 
Weighted
average
grant date
fair
value
 
Number
of
shares
 
Weighted
average
grant date
fair
value
 
Number
of
shares
 
Weighted
average
grant date
fair
value
Number
of
shares
 
Weighted
average
grant date
fair
value
 
Number
of
shares
 
Weighted
average
grant date
fair
value
 
Number
of
shares
 
Weighted
average
grant date
fair
value
Unvested at the beginning of the period2,645.1
 $75.68
 3,138.3
 $67.35
 4,311.4
 $53.54
2,553.2
 $40.71
 2,507.6
 $58.05
 2,645.1
 $75.68
Granted*1,701.1
 44.75
 1,430.2
 71.22
 1,570.8
 81.86
Granted(1)
1,554.6
 32.42
 1,550.5
 34.86
 1,701.1
 44.75
Vested(1,144.8) 63.83
 (1,644.8) 57.18
 (2,593.8) 53.88
(931.9) 47.88
 (941.2) 55.84
 (1,144.8) 63.83
Forfeited(693.8) 83.12
 (278.6) 68.17
 (150.1) 55.20
(350.0) 28.61
 (563.7) 76.53
 (693.8) 83.12
Unvested at the end of the period2,507.6
 $58.05
 2,645.1
 $75.68
 3,138.3
 $67.35
2,825.9
 $35.28
 2,553.2
 $40.71
 2,507.6
 $58.05
                      
*(1) Grant activity includes 0.40.2 million, 0.40.1 million and 0.20.4 million of performance-based share units at target for 2018, 2017 and 2016, 2015 and 2014, respectively.
The total weighted average remaining contractual life and aggregate intrinsic value of unvested share units at September 30, 20162018 was 2 years and $96$95 million, respectively.
The fair value of share units vested was $26 million in 2018, $33 million in 2017 and $46 million in 2016, $110 million in 2015 and $212 million in 2014.2016. Total unrecognized compensation cost related to these awards at September 30, 20162018 was approximately $104$83 million and is expected to be recognized over a weighted-average period of 32 years.
NOTE 14. RESTRUCTURING AND PROGRAMMING CHARGES
During 2018, we launched a program of cost transformation initiatives to improve our margins, including an organizational realignment of support functions across Media Networks, new sourcing and procurement policies, real estate consolidation and technology enhancements, and recognized $225 million of restructuring and related costs. The charges, as detailed in the table below, included severance charges, exit costs principally resulting from vacating certain leased properties and related costs comprised of third-party professional services.
        
Restructuring and
Related Costs
(in millions)
Year Ended 
 September 30, 2018
Media Networks Filmed Entertainment Corporate Total
    Severance (1)
$133
 $4
 $1
 $138
    Exit Costs38
 
 
 38
    Other related costs1
 
 48
 49
Total$172
 $4
 $49
 $225
        
In(1) Includes equity-based compensation expense of $4 million.
During 2017, we recognized a pre-tax restructuring and programming charge of $381 million, resulting from the execution of our flagship brand strategy and strategic initiatives at Paramount. The charges, as detailed in the table below, include severance charges, a non-cash intangible asset impairment charge resulting from the decision to abandon an international trade name and a programming charge associated with management’s decision to cease use of certain original and acquired programming. The programming charge is included within Operating expenses in the Consolidated Statements of Earnings.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


The following table presents the restructuring and programming charges incurred in 2017 by reportable segment:
        
Restructuring and
Programming Charges
(in millions)
Year Ended 
 September 30, 2017
Media Networks Filmed Entertainment Corporate Total
    Severance (1)
$142
 $50
 $20
 $212
    Asset impairment22
 
 
 22
    Lease termination
 3
 
 3
Restructuring164
 53
 20
 237
Programming113
 31
 
 144
Total$277
 $84
 $20
 $381
        
(1) Includes equity-based compensation expense of $14 million.
During 2016, we recognized a restructuring charge of $206 million in connection with the separation of certain senior executives. The restructuring charge includesincluded the cost of separation payments of $138 million and the acceleration of equity-based compensation expense of $68 million. Separation payments of $48 million were paid in 2016 with the majority of the remaining amount scheduled to be paid in fiscal 2017. We established grantor trusts in our name and initially funded the trusts with approximately $69 million to facilitate the administration of certain payments.payments, of which $9 million and $54 million have been paid during the years ended September 30, 2018 and 2017, respectively. The assets held in the grantor trusts are Company assets and are therefore included in our Consolidated Balance SheetSheets within Prepaid and other assets and Other assets - noncurrent as of September 30, 2016.2018 and 2017.
Our severance liability by reportable segment is as follows:
         
 
Severance liability
(in millions)
Media
Networks
 
Filmed
Entertainment
 Corporate  Total
 
 September 30, 2016$36
 $12
 $94
 $142
 Accruals136
 47
 15
 198
 Severance payments(53) (14) (65) (132)
 September 30, 2017119
 45
 44
 208
 Accruals129
 4
 1
 134
 Severance payments(99) (26) (22) (147)
 September 30, 2018$149
 $23
 $23
 $195
         
In 2015, we recognized a charge consistingAs of $578September 30, 2018, of the remaining $195 million of programming charges and a $206liability, $144 million restructuring charge associated with workforce reductions. The programming charges are includedis classified within Operating expensesOther liabilities current in the Consolidated StatementBalance Sheet, with the remaining $51 million classified within Other liabilitiesnoncurrent. We expect to complete these restructuring actions in fiscal 2019. Amounts classified as noncurrent are expected to be substantially paid through 2021, in accordance with applicable contractual terms. In addition, during 2018, we made payments of Earnings. These charges were recognized in connection with a company-wide review across our worldwide Media Networks, Filmed Entertainment operations and corporate functions. The company-wide review resulted in$14 million related to the implementation of significant strategic and operational improvements aimed at addressing the ratings challenges experienced by our networks and enhancing the effectiveness and efficiency of our operations, including a new programming strategy shifting focus away from repeated acquired programming and toward fresher, first-run original programming specifically targeted to appeal to our youth and family-oriented demographics.current year exit costs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


As a result of the review, we reorganized our operating segments and the newly structured operating segment management performed a comprehensive strategic review of existing programming, resulting in the identification of programming not aligned with the Company’s new strategy. Decisions were made to cease airing certain programs, alter future airing patterns of certain other programs, and move some programming to secondary networks that would not generate sufficient revenues to support their carrying value. Our restructuring liability for the workforce reductions in 2015 by reporting segment is as follows:
         
 (in millions)
Media
Networks
 
Filmed
Entertainment
 Corporate  Total
 
 September 30, 2015$87
 $51
 $9
 $147
 Severance payments(48) (28) (4) (80)
 Revisions to initial estimates(3) (11) (1) (15)
 September 30, 2016$36
 $12
 $4
 $52
         
The liability as of September 30, 2016 is related to future severance payments in connection with the restructuring plan undertaken in fiscal 2015. We anticipate that substantially all of the remaining liability associated with the restructuring plan will be paid during fiscal 2017.
NOTE 15. INCOME TAXES
Earnings from continuing operations before provision for income taxes consist of the following:
          
Earnings from Continuing Operations before Provision for Income Taxes
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
United States$1,479
 $2,047
 $2,924
$1,351
 $1,647
 $1,479
International511
 456
 590
646
 565
 511
Pre-tax earnings from continuing operations$1,990
 $2,503
 $3,514
$1,997
 $2,212
 $1,990
          
The provision for income taxes from continuing operations consists of the following:
          
Provision for Income Taxes from Continuing Operations
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Current provision for income taxes:          
Federal$112
 $404
 $1,049
$148
 $312
 $112
State and local31
 65
 122
32
 43
 31
International122
 114
 169
134
 112
 122
Total current provision for income taxes265
 583
 1,340
314
 467
 265
Deferred provision for income taxes254
 (82) (290)(45) (174) 254
Provision for income taxes$519
 $501
 $1,050
$269
 $293
 $519
          
A reconciliation of the effective income tax rate on continuing operations to the U.S. federal statutory income tax rate is as follows:
          
Year Ended September 30,Year Ended September 30,
Effective Tax Rate2016 2015 20142018 2017 2016
U.S. federal statutory income tax rate35.0 % 35.0 % 35.0 %24.5 % 35.0 % 35.0 %
State and local taxes, net of federal benefit1.7
 1.8
 1.9
1.8
 1.4
 1.7
Effect of international operations(4.4) (2.9) (3.6)(3.5) (5.5) (4.4)
Qualified production activities deduction(1.0) (3.0) (3.2)(0.8) (3.0) (1.0)
Change in valuation allowance(1.1) (2.7) (0.3)
 (1.4) (1.1)
Tax accounting method change(2.7) 
 
(3.9) 
 (2.7)
Tax Cuts and Jobs Act(7.3) 
 
Foreign tax credits of repatriated non-U.S. earnings(0.4) (7.4) 

 
 (0.4)
Foreign tax credits on distribution of securities
 (12.6) 
All other, net(1.0) (0.8) 0.1
2.7
 (0.7) (1.0)
Effective tax rate, continuing operations26.1 % 20.0 % 29.9 %13.5 % 13.2 % 26.1 %
          
The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The currently relevant provisions of the Act provide for a reduction of the federal corporate income tax rate from 35% to 21% and a “transition tax” to be levied on the deemed repatriation of indefinitely reinvested earnings of international subsidiaries. As a result of these factors, as well as our fiscal year-end, the federal statutory tax rate decreased from 35% to a prorated rate of 24.5% for fiscal 2018. While the Act includes many provisions, those applicable to Viacom will be phased in and will not have full effect until fiscal 2019.
As a result of the Act, provisional amounts have been recorded in accordance with SEC guidance provided in Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Act, for the remeasurement of deferred tax assets and liabilities and the transition tax. During 2018, we recognized a net discrete tax benefit of $226 million that reflects the impact of the Act on our deferred tax balances. In addition, a provisional expense of $81 million has been recorded on a net basis for the one-time transition tax on the deemed repatriation of indefinitely reinvested earnings of our international subsidiaries. These amounts are provisional because certain aspects were based on estimates and assumptions where guidance has yet to be provided. As guidance is received from federal and state authorities, these provisional amounts could change through December 31, 2018.
We recognized a netdiscrete tax benefit of $200 million in 2018, $340 million in 2017 and $102 million in 2016, which served to reduce the provision for income taxes for those periods. The benefit in 2018 is principally related to the Act and a tax accounting method change granted by the Internal Revenue Service (“IRS”).

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We recognizedThe benefit in 2017 is principally related to the recognition of foreign tax credits realized during the fourth fiscal quarter of 2017 on the distribution to Viacom’s U.S. group of certain securities, the reversal of a netvaluation allowance on capital loss carryforwards in connection with the sale of our investment in EPIX and the release of tax reserves with respect to certain effectively settled tax positions. Total discrete tax benefitbenefits also include the impact of $102 million in 2016, $258 million in 2015the gains on asset sales, restructuring and $49 million in 2014, which served to reduceprogramming charges, the provision for income taxes for those periods. net loss on debt extinguishment and investment impairment.
The benefit in 2016 iswas principally related to a tax accounting method change granted by the Internal Revenue Service (“IRS”),IRS, the release of tax reserves with respect to certain effectively settled tax positions and the recognition of capital loss carryforwards, partially offset by a reduction in qualified production activity tax benefits as a result of retroactively reenacted legislation.
During 2015, we reorganized certain non-U.S. subsidiaries in order to facilitate a more efficient movement of non-U.S. cash and to support the expansion of key areas for growth internationally. The benefit in 2015 was principally related to excess foreign tax credits attributable to a taxable repatriation of non-U.S. earnings from reorganized entities and the release of tax reserves with respect to certain effectively settled tax positions. The benefit in 2014 was principally related to the reversal of deferred taxes on earnings deemed permanently reinvested and the recognition of capital loss carryforwards.
The tax effects of the items recorded as deferred tax assets and liabilities are:
      
Deferred Taxes
(in millions)
September 30,September 30,
2016 20152018 2017
Deferred tax assets:      
Accrued liabilities$193
 $191
$118
 $205
Postretirement and other employee benefits452
 407
167
 348
Tax credit and loss carryforwards223
 245
131
 259
All other184
 214
104
 124
Total deferred tax assets1,052
 1,057
520
 936
Valuation allowance(195) (202)(87) (156)
Total deferred tax assets, net$857
 $855
$433
 $780
Deferred tax liabilities:      
Property, equipment and intangible assets$(525) $(527)$(419) $(619)
Unbilled revenue(127) (146)(80) (117)
Financing obligations(114) (115)(70) (113)
Film & TV production expenditures(429) (166)(124) (185)
Total deferred tax liabilities(1,195) (954)(693) (1,034)
Deferred taxes, net$(338) $(99)$(260) $(254)
      
We have recorded valuation allowances for certain deferred tax assets, which are primarily related to capital losses in the U.S. and net operating losses in foreign jurisdictions, as sufficient uncertainty exists regarding the future realization of these assets.
We have $178U.S. federal and state net operating loss carryforwards of $127 million and foreign tax credit carryforwards of U.S. tax capital loss carryforwards$19 million at September 30, 2016.2018. The utilization of these carryforwards as an available offset to future taxable incometax is subject to limitations under current U.S. federal and state income tax laws. These carryforwards begin to expire in fiscal year 2018.2027. In addition, we have $324$233 million of tax losses in various international jurisdictions that are primarily from countries with unlimited carry forwardcarryforward periods and $426$433 million of tax losses that expire in the fiscal years 20172019 through 2036.2038. The pre-valuation allowance deferred tax asset amount related to these U.S. and international tax loss carryforwards is $223$131 million.
In November 2015, the FASB issued new guidance which requires that all deferred taxes be classified as noncurrent in the balance sheet. We adopted the new guidance on a retrospective basis. The net deferred tax assets and deferred tax liabilities included in the Consolidated Balance Sheets were as follows:
        
Deferred Tax Assets / (Liabilities)
(in millions)
 September 30, September 30,
2016 2015 2018 2017
Deferred tax assets $43
 $51
 $36
 $40
Deferred tax liabilities (381) (150) (296) (294)
Deferred taxes, net $(338) $(99) $(260) $(254)
        
Deferred tax assets are included within Other assets in the Consolidated Balance Sheets.
As a result of September 30, 2016, wethe enactment of the Act, the Company recorded $81 million of provisional transition tax on $999 million of previously indefinitely reinvested foreign earnings and repatriated substantially all of these earnings to the U.S. during the fiscal year. We have not made any provision for U.S. income taxestax on approximately $2.2 billion of unremitted earningsthe remaining undistributed cash of our international subsidiaries since these earningsamounts are permanentlyindefinitely reinvested outside the U.S. IfRepatriating these funds could result in approximately $90 million to $110 million of U.S. tax. Cash from earnings wereof our international subsidiaries generated after December 31, 2017 can be repatriated to be remitted in the future,U.S. without incremental U.S. federal tax under the related U.S. income tax liability may be reduced by any foreign income taxes previouslyAct.

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paid on these earnings. Under current U.S. tax laws, repatriating unremitted earnings could result in incremental taxes of 10% -15% on the repatriated amounts depending on the territory. To the extent that any tax reform legislation were to lower the U.S. federal statutory income tax rate from its current 35%, there could be a corresponding reduction in the estimate of incremental taxes that would result from repatriating unremitted earnings.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, is as follows:
          
Unrecognized Tax Benefits
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Balance at beginning of the period$179
 $185
 $159
$159
 $164
 $179
Gross additions based on tax positions related to the current year21
 60
 25
13
 36
 21
Gross additions for tax positions of prior years13
 8
 10
39
 6
 13
Gross reductions for tax positions of prior years(23) (63) (5)(24) (14) (23)
Settlements(1) (1) 
(3) (8) (1)
Expiration of the statute of limitation(25) (10) (4)(5) (25) (25)
Balance at end of the period$164
 $179
 $185
$179
 $159
 $164
          
The total amount of unrecognized tax benefits at September 30, 2016,2018, if recognized, would favorably affect the effective tax rate.
As discussed in Note 2, we recognize interest and penalties accrued related to unrecognized tax benefits as a component of the Provision for income taxes in the Consolidated Statements of Earnings. We recognized interest and penalties of $9 million in 2018, $9 million in 2017 and $11 million in 2016, $8 million in 2015 and $10 million in 2014.2016. We had accruals of $37$21 million and $35$34 million related to interest and penalties recorded as a component of Other liabilities noncurrent in the Consolidated Balance Sheets at September 30, 20162018 and 2015,2017, respectively.
We and our subsidiaries file income tax returns with the IRS and various state and international jurisdictions. The IRS began its examination of our 2014 and 2015 U.S. consolidated federal income tax returns in fiscal 2017. Tax authorities are also conducting examinations of Viacom subsidiaries in various international, and state and local jurisdictions, including New York State and New York City.jurisdictions. Due to potential resolution of unrecognized tax positions involving multiple tax periods and jurisdictions, it is reasonably possible that a reduction of up to $100$55 million of unrecognized income tax benefits may occur within 12 months, some of which, depending on the nature of the settlement, may affect our income tax provision and therefore benefit the resulting effective tax rate. The majority of these uncertain tax positions, when recognized in the financial statements, would be recorded in the Consolidated Statements of Earnings as part of the Provision for income taxes. The actual amount could vary significantly depending on the ultimate timing and nature of any settlements.
NOTE 16. EARNINGS PER SHARE
The following table sets forth the weighted average number of common shares outstanding used in determining basic and diluted earnings per common share and anti-dilutive shares:
          
Weighted Average Number of Common Shares Outstanding and
Anti-Dilutive Common Shares
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Weighted average number of common shares outstanding, basic396.5
 402.2
 432.1
402.7
 399.9
 396.5
Dilutive effect of equity awards1.5
 3.8
 8.1
0.3
 0.7
 1.5
Weighted average number of common shares outstanding, diluted398.0
 406.0
 440.2
403.0
 400.6
 398.0
          
Anti-dilutive common shares14.7
 6.9
 1.1
18.6
 15.2
 14.7
          

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NOTE 17. SUPPLEMENTAL CASH FLOW
Our supplemental cash flow information is as follows:
          
Supplemental Cash Flow Information
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Cash paid for interest$611
 $636
 $568
$574
 $635
 $611
Cash paid for income taxes$275
 $566
 $1,021
$133
 $476
 $275
          
Cash paid for income taxes in 2018 reflects the years ended September 30, 2016 and 2015 includes a benefitbenefits from the retroactive reenactment of legislation allowing for accelerated tax deductions on certain qualified film and television productions.productions and a lower corporate U.S. income tax rate as a result of the Act.
NOTE 18. FAIR VALUE MEASUREMENTS
Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The following table summarizesDuring 2018, an investment previously accounted for using the cost method was listed on a public exchange. As a result, we reclassified our financial assets and liabilities measured atinvestment as available-for-sale. The fair value on a recurring basisof our available-for-sale securities was $80 million as of September 30, 2016 and 2015:
        
Financial Asset (Liability)
(in millions)
Total 
Quoted Prices In
Active Markets for
Identical Assets
Level 1
 
Significant Other
Observable Inputs
Level 2
 
Significant
Unobservable Inputs
Level 3
September 30, 2016       
  Marketable securities$114
 $114
 $
 $
  Derivatives(13) 
 (13) 
Total$101
 $114
 $(13) $
September 30, 2015       
  Marketable securities$100
 $100
 $
 $
  Derivatives(10) 
 (10) 
Total$90
 $100
 $(10) $
        
2018, which is included within The fair value for marketable securities isOther assets,noncurrent in our Consolidated Balance Sheets, as determined utilizing a market approach based on quoted market prices in active markets at period end. These investments are included within Prepaid and other assetsend (Level 1 in the Consolidated Balance Sheets.fair value hierarchy).
The fair value for derivatives isof our foreign exchange contracts was a liability of $8 million and an asset of $7 million as of September 30, 2018 and 2017, respectively, as determined utilizing a market-based approach.approach (Level 2 in the fair value hierarchy). We use derivative financial instruments to modify our exposure to market risks from changes in foreign exchange rates and interest rates. We conduct business in various countries outside the U.S., resulting in exposure to movements in foreign exchange rates when translating from the foreign local currency to the U.S. Dollar. We use foreign currency forward contracts to economically hedge anticipated cash flows and foreign currency balances in such currencies as the British Pound, the Euro, the Brazilian Real, the Japanese Yen,Canadian Dollar, the Australian Dollar, the Singapore DollarJapanese Yen and the Canadian Dollar.Brazilian Real. We also enter into forward contracts to hedge future production costs orand programming obligations. We manage the use of foreign exchange derivatives centrally.
At September 30, 20162018 and 2015,2017, the notional value of all foreign exchange contracts was $1.149 billion$642 million and $1.040 billion,$869 million, respectively. In 2016, $874At September 30, 2018, $345 million related to future production costs and $297 million related to our foreign currency balances and $275balances. At September 30, 2017, $582 million related to future production costs. In 2015, $769costs and $287 million related to our foreign currency balances and $271 million related to future production costs.balances.
Assets Measured and Recorded at Fair Value on a Non-Recurring Basis
Certain assets, such as film and television production costs, goodwill, intangible assets, and equity and cost method investments, are recorded at fair value only if an impairment charge is recognized.
In 2016, we recognized an impairment charge of $115 million related to the expected performance of an unreleased film and, as described in Note 14, in 2015, we recognized Impairment charges, related to the write-down of certain programming and films. The charges reflect the excess of the unamortized cost of the programs and films over their estimated fair valueif applicable, are determined using discounted cash flows, which is a Level 3 valuation technique.
In 2014, we recognized an impairment charge of $43 million related to an international trade name at Media Networks. The fair value of the trade name (Level 3) was $28 million calculated utilizing the relief-from-royalty method. Under this method, fair

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value is calculated as the discounted cash flows based on applying a royalty rate to the revenues derived from the trade name. The royalty rate was derived from market data.
NOTE 19. REPORTINGREPORTABLE SEGMENTS
The following tables set forth our financial performance by reportingreportable segment. Our reportingreportable segments have been determined in accordance with our internal management structure. We manage our operations through two reportingreportable segments: (i) Media Networks and (ii) Filmed Entertainment. Typical intersegment transactions include the purchase of advertising by the Filmed Entertainment segment on Media Networks’ properties and the purchaselicensing of Filmed Entertainment’s feature films exhibition rightsfilm and television content by Media Networks. The elimination of such intercompany transactions in the Consolidated Financial Statements is included within eliminations in the tables below.

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Our measure of segment performance is adjusted operating income. Adjusted operating income is defined as operating income, before equity-based compensation and certain other items identified as affecting comparability, including restructuring and programming charges, when applicable.
          
Revenues by Segment
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Media Networks$9,942
 $10,490
 $10,171
$10,011
 $10,096
 $9,942
Filmed Entertainment2,662
 2,883
 3,725
3,041
 3,289
 2,662
Eliminations(116) (105) (113)(109) (122) (116)
Total revenues$12,488
 $13,268
 $13,783
$12,943
 $13,263
 $12,488
          
          
Adjusted Operating Income/(Loss)
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Media Networks$3,484
 $4,143
 $4,271
$3,126
 $3,297
 $3,484
Filmed Entertainment(445) 111
 205
(39) (280) (445)
Corporate expenses(213) (235) (227)(238) (221) (213)
Eliminations1
 2
 (2)(1) 1
 1
Equity-based compensation(95) (101) (122)(53) (54) (95)
Asset impairment
 
 (43)
Restructuring and programming charges(206) (784) 
Loss on pension settlement
 (24) 
Programming charges(1)

 (144) 
Restructuring and related costs(2)
(225) (237) (206)
Gain on asset sale
 127
 
Operating income2,526
 3,112
 4,082
2,570
 2,489
 2,526
Interest expense, net(616) (657) (615)(560) (618) (616)
Equity in net earnings of investee companies87
 102
 69
9
 81
 87
Loss on extinguishment of debt
 (18) (11)
Gain on sale of EPIX
 285
 
Other items, net(7) (36) (11)(22) (25) (7)
Earnings from continuing operations before provision for income taxes$1,990
 $2,503
 $3,514
$1,997
 $2,212
 $1,990
          
 
(1) Included in Operating expenses in the Consolidated Statements of Earnings.
(2) Includes equity-based compensation expense of $4 million, $14 million and $68 million for the years ended September 30, 2018, 2017 and 2016, respectively. 
                  
Depreciation and Amortization Total AssetsDepreciation and Amortization Total Assets
Depreciation and Amortization and Total Assets
(in millions)
Year Ended September 30, September 30,Year Ended September 30, September 30,
2016 2015 2014 2016 20152018 2017 2016 2018 2017
Media Networks$166
 $162
 $148
 $16,410
 $17,088
$169
 $175
 $166
 $17,576
 $17,984
Filmed Entertainment50
 53
 64
 6,391
 5,914
39
 44
 50
 5,297
 6,188
Corporate/Eliminations5
 7
 5
 (293) (859)5
 4
 5
 910
 (474)
Total$221
 $222
 $217
 $22,508
 $22,143
$213
 $223
 $221
 $23,783
 $23,698
                  
      
Capital Expenditures
(in millions)
Year Ended September 30,
2018 2017 2016
Media Networks$121
 $164
 $141
Filmed Entertainment51
 27
 28
Corporate6
 4
 3
Total capital expenditures$178
 $195
 $172
      

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Capital Expenditures
(in millions)
Year Ended September 30,
2016 2015 2014
Media Networks$141
 $115
 $85
Filmed Entertainment28
 22
 34
Corporate3
 5
 4
Total capital expenditures$172
 $142
 $123
      
          
Revenues by Component
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Advertising$4,809
 $5,007
 $4,953
$4,751
 $4,862
 $4,809
Affiliate4,556
 4,908
 4,660
4,595
 4,638
 4,556
Feature film2,488
 2,692
 3,488
2,846
 2,972
 2,488
Ancillary751
 766
 795
860
 913
 751
Eliminations(116) (105) (113)(109) (122) (116)
Total revenues$12,488
 $13,268
 $13,783
$12,943
 $13,263
 $12,488
          
Revenues generated from international markets were approximately 25%29%, 25%28% and 26%25% of total consolidated revenues in 2016, 2015,2018, 2017 and 2014,2016, respectively. Our principal international businesses are in Europe. The United Kingdom and Germany together accounted for approximately 57%51%, 55%,51% and 45%57% of total revenues in the Europe, Middle East and Africa (“EMEA”) region in 2016, 2015,2018, 2017 and 2014,2016, respectively.
                  
Revenues* Long-lived Assets**
Revenues(1)
 
Long-lived Assets(2)
Geographic Information
(in millions)
Year Ended September 30, September 30,Year Ended September 30, September 30,
2016 2015 2014 2016 20152018 2017 2016 2018 2017
United States$9,308
 $9,928
 $10,252
 $5,180
 $4,850
$9,178
 $9,497
 $9,308
 $4,777
 $5,049
EMEA2,182
 2,193
 2,046
 348
 309
2,389
 2,260
 2,182
 374
 317
All other998
 1,147
 1,485
 62
 54
1,376
 1,506
 998
 187
 157
Total$12,488
 $13,268
 $13,783
 $5,590
 $5,213
$12,943
 $13,263
 $12,488
 $5,338
 $5,523
                  
*(1)Revenue classifications are based on customers’ locations. Transactions within Viacom between geographic areas are not significant.
**(2)Excludes deferred tax assets, goodwill, other intangible assets and investments.
NOTE 20. RELATED PARTY TRANSACTIONS
National Amusements, Inc. (“National Amusements”), directly and indirectly, is the controlling stockholder of both Viacom and CBS.CBS Corporation (“CBS”). National Amusements owns shares in Viacom representing approximately 79.8% of the voting interest in Viacom and approximately 10% of Viacom’s combined common stock. National Amusements is controlled by Sumner M. Redstone, our Chairman Emeritus, who is the Chairman and Chief Executive Officer of National Amusements, through the Sumner M. Redstone National Amusements Trust (the “SMR Trust”), which owns shares in National Amusements representing 80% of the voting interest of National Amusements. The shares representing the other 20% of the voting interest of National Amusements are held through a trust controlled by Shari E. Redstone, who is Mr. Redstone’s daughter, and the non-executive Vice Chair of ViacomViacom’s Board of Directors, the non-executive Vice Chair of CBS’s board of directors, and the President and a member of the Board of Directors of National Amusements. The shares of National Amusements held by the SMR Trust are voted solely by Mr. Redstone until such time as his incapacity or death. Upon Mr. Redstone’s incapacity or death, (1) Ms. Redstone will also become a trustee of the SMR Trust and (2) the shares of National Amusements held by the SMR Trust will be voted by the trustees of the SMR Trust. The current trustees include Mr. Redstone and David R. Andelman, a memberboth of the boardswhom are also members of directors of National Amusements and CBS. The currentthe Board of Directors of National Amusements includes Mr. Redstone, Ms. Redstone and Mr. Andelman.Amusements. In addition, Mr. Redstone serves as Chairman Emeritus of CBS and Ms. Redstone serves as non-executive Vice Chair of CBS.
Transactions between Viacom and related parties are overseen by our Governance and Nominating Committee.

On September 29, 2016, our Board of Directors received a letter from National Amusements requesting that our Board explore a potential combination of Viacom and CBS. Subsequently, the 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.

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Viacom and National Amusements Related Party Transactions
National Amusements licenses films in the ordinary course of business for its motion picturemovie theaters from all major studios, including Paramount. During the years ended September 30, 2016, 20152018, 2017 and 2014,2016, Paramount earned revenues from National Amusements in connection with these licenses in the aggregate amounts of approximately $8$7 million, $10$7 million and $15$8 million, respectively.
Viacom and CBS Corporation Related Party Transactions
In the ordinary course of business, we are involved in transactions with CBS and its various businesses that result in the recognition of revenues and expenses by us. Transactions with CBS are settled in cash.
Our Filmed Entertainment segment earns revenues and recognizes expenses associated with its distribution of certain television products into the home entertainment market on behalf of CBS. Pursuant to its agreement with CBS, Paramount distributes CBS’s library of television and other content on DVD and Blu-ray disc on a worldwide basis. Under the terms of the agreement, Paramount is entitled to retain a fee based on a percentage of gross receipts and is generally responsible for all out-of-pocket

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costs, which are recoupable prior to any participation amounts paid. Paramount also earns revenues from CBS through leasing of studio space and licensing of certain film products.
Our Media Networks segment recognizes advertising revenues and purchases television programming from CBS. The cost of the programming purchases is initially recorded as acquired program rights inventory and amortized over the estimated period that revenues will be generated.
Both of our segments recognize advertising expenses related to the placement of advertisements with CBS.
The following table summarizes the transactions with CBS as included in our Consolidated Financial Statements:
      
CBS Related Party Transactions
(in millions)
Year Ended September 30,
2016 2015 2014
Consolidated Statements of Earnings     
Revenues$133
 $169
 $213
Operating expenses$174
 $284
 $296
      
 September 30,  
 2016 2015  
Consolidated Balance Sheets     
Accounts receivable$3
 $5
  
      
Accounts payable$
 $1
  
Participants’ share and residuals, current66
 77
  
Program obligations, current61
 62
  
Program obligations, noncurrent32
 55
  
Other liabilities2
 2
  
Total due to CBS$161
 $197
  
      

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CBS Related Party Transactions
(in millions)
Year Ended September 30,
2018 2017 2016
Consolidated Statements of Earnings     
Revenues$117
 $138
 $133
Operating expenses$142
 $174
 $174
      
 September 30,  
 2018 2017  
Consolidated Balance Sheets     
Accounts receivable$7
 $5
  
      
Participants’ share and residuals, current$58
 $69
  
Program obligations, current38
 54
  
Program obligations, noncurrent32
 49
  
Other liabilities2
 1
  
Total due to CBS$130
 $173
  
      
Other Related Party Transactions
In the ordinary course of business, we are involved in related party transactions with equity investees. These related party transactions primarily relate to the provision of advertising services, licensing of film and programming content, distribution of films and provision of certain administrative support services, for which the impact on our Consolidated Financial Statements is as follows:
          
Other Related Party Transactions
(in millions)
Year Ended September 30,Year Ended September 30,
2016 2015 20142018 2017 2016
Consolidated Statements of Earnings          
Revenues$125
 $174
 $196
$49
 $131
 $125
Operating expenses$72
 $61
 $71
$16
 $67
 $72
Selling, general and administrative$(15) $(15) $(14)$
 $(7) $(15)
          
September 30,  September 30,  
2016 2015  2018 2017  
Consolidated Balance Sheets          
Accounts receivable$67
 $60
  $43
 $49
  
Other assets1
 1
  3
 5
  
Total due from other related parties$68
 $61
  $46
 $54
  
          
Accounts payable$8
 $5
  $7
 $8
  
Other liabilities69
 55
  2
 
  
Total due to other related parties$77
 $60
  $9
 $8
  
          
All other related party transactions are not material in the periods presented.

95

Table of Contents
VIACOM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


NOTE 21. QUARTERLY FINANCIAL DATA (unaudited):
2016
(in millions, except per share information)
First Second Third Fourth Year Ended 
 September 30, 2016
2018
(in millions, except per share information)
First Second Third Fourth Year Ended 
 September 30, 2018
Revenues$3,154
 $3,001
 $3,107
 $3,226
 $12,488
$3,073
 $3,148
 $3,237
 $3,485
 $12,943
Operating income$839
 $586
 $769
 $332
 $2,526
$717
 $456
 $752
 $645
 $2,570
Net earnings from continuing operations (Viacom and noncontrolling interests)$461
 $309
 $440
 $261
 $1,471
$551
 $264
 $514
 $399
 $1,728
Net earnings (Viacom and noncontrolling interests)$461
 $309
 $440
 $263
 $1,473
$553
 $274
 $525
 $407
 $1,759
Net earnings from continuing operations attributable to Viacom$449
 $303
 $432
 $252
 $1,436
$535
 $256
 $511
 $386
 $1,688
Net earnings attributable to Viacom$449
 $303
 $432
 $254
 $1,438
$537
 $266
 $522
 $394
 $1,719
Basic earnings per share, continuing operations attributable to Viacom$1.13
 $0.76
 $1.09
 $0.63
 $3.62
$1.33
 $0.64
 $1.27
 $0.96
 $4.19
Basic earnings per share attributable to Viacom$1.13
 $0.76
 $1.09
 $0.64
 $3.63
$1.33
 $0.66
 $1.30
 $0.98
 $4.27
Diluted earnings per share, continuing operations attributable to Viacom$1.13
 $0.76
 $1.09
 $0.63
 $3.61
$1.33
 $0.64
 $1.27
 $0.96
 $4.19
Diluted earnings per share attributable to Viacom$1.13
 $0.76
 $1.09
 $0.64
 $3.61
$1.33
 $0.66
 $1.29
 $0.98
 $4.27
                  
                  
The following are certain items identified as affecting comparability in 2016:2018:
Restructuring and related charges:
A pre-tax charge of $185 million ($141 million after tax), reflecting $123 million of severance, $40 million of exit costs and $22 million related costs comprised of third-party professional services in the second quarter.
A pre-tax charge of $15 million ($11 million after tax), comprised of third-party professional services in the third quarter.
A pre-tax charge of $25 million ($18 million after tax), reflecting $15 million of severance, reduction of $2 million related to exit costs and $12 million of other related costs in the fourth quarter.
A pre-tax debt extinguishment gain of $25 million ($19 million after tax) resulting from the retirement of debt in the first quarter.
A pre-tax restructuring chargeand after tax gain of $206$16 million resulting from the sale of 1% equity interest in Viacom18 to our joint venture partner in the second quarter.
A pre-tax impairment loss of $46 million ($13136 million after tax) in the fourth quarter in connection with the separationwrite-off of certain senior executives.a cost method investment in the second quarter.
A net discrete tax expensebenefit of $21$103 million, $46 million, $47 million and $4 million in the first quarterthrough fourth quarters, respectively.
2017
(in millions, except per share information)
First Second Third Fourth Year Ended 
 September 30, 2017
Revenues$3,324
 $3,256
 $3,364
 $3,319
 $13,263
Operating income$706
 $332
 $746
 $705
 $2,489
Net earnings from continuing operations (Viacom and noncontrolling interests)$408
 $128
 $688
 $695
 $1,919
Net earnings (Viacom and noncontrolling interests)$408
 $128
 $691
 $695
 $1,922
Net earnings from continuing operations attributable to Viacom$396
 $121
 $680
 $674
 $1,871
Net earnings attributable to Viacom$396
 $121
 $683
 $674
 $1,874
Basic earnings per share, continuing operations attributable to Viacom$1.00
 $0.30
 $1.69
 $1.67
 $4.68
Basic earnings per share attributable to Viacom$1.00
 $0.30
 $1.70
 $1.67
 $4.69
Diluted earnings per share, continuing operations attributable to Viacom$1.00
 $0.30
 $1.69
 $1.67
 $4.67
Diluted earnings per share attributable to Viacom$1.00
 $0.30
 $1.70
 $1.67
 $4.68
          
The following are certain items identified as affecting comparability in 2017:
Restructuring and a net discrete tax benefitprogramming charges resulting from the execution of $13 million in the third quarterour flagship brand strategy and $110 million in the fourth quarter. Discrete tax items relate to certain events, such as a change in tax law, tax accounting method change or release of reserves that occurred in the respective period.strategic initiatives at Paramount:
A pre-tax charge of $42 million ($28 million after tax) for severance in the first quarter.

9196

Table of Contents
VIACOM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


A pre-tax charge of $280 million ($180 million after tax), reflecting $156 million of severance, $18 million of intangible asset impairment and $106 million of programming charges in the second quarter.
A pre-tax charge of $59 million ($38 million after tax), reflecting $14 million of severance, $38 million of programming charges and $7 million of other exit activities in the third quarter.
Items resulting from the retirement of debt:
2015
(in millions, except per share information)
First Second Third Fourth Year Ended 
 September 30, 2015
Revenues$3,344
 $3,078
 $3,058
 $3,788
 $13,268
Operating income$935
 $38
 $1,084
 $1,055
 $3,112
Net earnings/(loss) from continuing operations (Viacom and noncontrolling interests)$513
 $(48) $645
 $892
 $2,002
Net earnings/(loss) (Viacom and noncontrolling interests)$513
 $(48) $645
 $892
 $2,002
Net earnings/(loss) from continuing operations attributable to Viacom$500
 $(53) $591
 $884
 $1,922
Net earnings/(loss) attributable to Viacom$500
 $(53) $591
 $884
 $1,922
Basic earnings/(loss) per share, continuing operations attributable to Viacom$1.22
 $(0.13) $1.49
 $2.22
 $4.78
Basic earnings/(loss) per share attributable to Viacom$1.22
 $(0.13) $1.49
 $2.22
 $4.78
Diluted earnings/(loss) per share, continuing operations attributable to Viacom$1.20
 $(0.13) $1.47
 $2.21
 $4.73
Diluted earnings/(loss) per share attributable to Viacom$1.20
 $(0.13) $1.47
 $2.21
 $4.73
          
The following are certain items identified as affecting comparability in 2015:
A pre-tax debt extinguishment loss of $6 million ($4 million after tax) and $30 million ($20 million after tax) in the first and second quarters, respectively.
A pre-tax gain on extinguishment of debt of $16 million ($11 million after tax) in the third quarter.
A pre-tax non-cash chargegain of $24$285 million ($15189 million after tax) resulting from the sale of our investment in EPIX in the first quarter in connection with the settlement of pension benefits of certain participants of our funded pension plan.third quarter.
A pre-tax charge of $784$10 million ($5206 million after tax) in connection with the second quarter reflecting $578 millionwrite-off of programming charges and a $206 million restructuring charge associated with workforce reductions.cost method investment in the third quarter.
A pre-tax chargegain of $18$127 million ($1196 million after tax)tax and noncontrolling interest’s share of gain) resulting from the sale of broadcast spectrum in the fourth quarter in connection with a debt extinguishment loss on the redemption of $550 million of the total $918 million outstanding of our 6.250% Senior Notes due April 2016.quarter.
A net discrete tax expensebenefit of $23$15 million, $4 million, $53 million, and $268 million in the first quarter and a net discrete tax benefit of $281 million in thethrough fourth quarter.quarters, respectively.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2016.2018. Based on that evaluation, management has concluded that, as of such date, our disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Management’s Report on Internal Control over Financial Reporting is set forth on page 57.

59.
Audit Opinion on Internal Control over Financial Reporting
The effectiveness of the Company’s internal control over financial reporting has been audited by PricewaterhouseCoopers, LLP an independent registered public accounting firm, as stated in their report, which is included herein on page 58.60.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 20162018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item with respect to our directors and certain corporate governance practices will be contained in our Proxy Statement for our 20172019 Annual Meeting of Stockholders (the “Proxy Statement”) under the headings “Corporate Governance,” “Our Board of Directors,” “Item 1 – Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which information is incorporated herein by reference. The information required by this item with respect to our executive officers (i) will be contained in the Proxy Statement under the headings “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” and (ii) is included in Part I of this Form 10-K under the caption “Our Executive Officers,” which information is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item will be contained in the Proxy Statement under the headings “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report,” which information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be contained in the Proxy Statement under the headings “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management,” which information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be contained in the Proxy Statement under the headings “Related Person Transactions” and “Our Board of Directors,” which information is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item will be contained in the Proxy Statement under the heading “Services Provided by the Independent Auditor and Fees Paid,” which information is incorporated herein by reference.

PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)    1.Financial Statements.
Management’s Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings for the years ended September 30, 2016, 20152018, 2017 and 20142016
Consolidated Statements of Comprehensive Income for the years ended September 30, 2016, 20152018, 2017 and 20142016
Consolidated Balance Sheets as of September 30, 20162018 and 20152017
Consolidated Statements of Cash Flows for the years ended September 30, 2016, 20152018, 2017 and 20142016
Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2016, 20152018, 2017 and 20142016
Notes to Consolidated Financial Statements
2.Financial Statement Schedules.
Schedule II. Valuation and Qualifying Accounts
All other Schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule.
3.Exhibits.
The exhibits listed in Item 15(b) of this Part IV are filed or incorporated by reference as part of this Form 10-K. The Index to Exhibits is on page 98.102.
 
(b)Exhibits.
The exhibits listed in Item 15(b) of this Part IV are filed or incorporated by reference as part of this Form 10-K. The Index to Exhibits is on page 98.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VIACOM INC.
By:/s/ Thomas E. Dooley
Thomas E. Dooley
President and Chief Executive Officer
Date: November 9, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Viacom Inc. and in the capacities and on the dates indicated:
SignatureTitleDate
/s/ Thomas E. DooleyPresident and Chief Executive Officer;November 9, 2016
Thomas E. DooleyDirector
/s/ Wade DavisExecutive Vice President,November 9, 2016
Wade DavisChief Financial Officer
/s/ Katherine Gill-CharestSenior Vice President, ControllerNovember 9, 2016
Katherine Gill-Charest(Chief Accounting Officer)
*Chairman EmeritusNovember 9, 2016
Sumner M. Redstone
*Chairman of the BoardNovember 9, 2016
Thomas J. May
*Vice Chair of the BoardNovember 9, 2016
Shari Redstone
*DirectorNovember 9, 2016
George S. Abrams
*DirectorNovember 9, 2016
Cristiana Falcone Sorrell
*DirectorNovember 9, 2016
Kenneth B. Lerer
*DirectorNovember 9, 2016
Blythe J. McGarvie

SignatureTitleDate
*DirectorNovember 9, 2016
Judith A. McHale
*DirectorNovember 9, 2016
Ronald L. Nelson
*DirectorNovember 9, 2016
Deborah Norville
*DirectorNovember 9, 2016
Charles E. Phillips, Jr.
*DirectorNovember 9, 2016
Frederic V. Salerno
*DirectorNovember 9, 2016
William Schwartz
*DirectorNovember 9, 2016
Nicole Seligman
*By:/s/ Michael D. FricklasNovember 9, 2016
Michael D. Fricklas
Attorney-in-Fact for the Directors
102.

Item 15(a)(2).
VIACOM INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
 
 
(in millions)
Beginning of
period
 
Additions - expense
and other
 Deductions End of period
Beginning of
period
 
Additions - expense
and other
 Deductions End of period
Year Ended September 30, 2018:       
Allowance for doubtful accounts$49
 $22
 $(26) $45
Sales returns and allowances$79
 $148
 $(163) $64
Deferred tax valuation allowance$156
 $5
 $(74) $87
       
Year Ended September 30, 2017:       
Allowance for doubtful accounts$44
 $26
 $(21) $49
Sales returns and allowances$93
 $186
 $(200) $79
Deferred tax valuation allowance$195
 $19
 $(58) $156
       
Year Ended September 30, 2016:              
Allowance for doubtful accounts$37
 $13
 $(6) $44
$37
 $13
 $(6) $44
Sales returns and allowances$126
 $218
 $(251) $93
$126
 $218
 $(251) $93
Deferred tax valuation allowance$202
 $24
 $(31) $195
$202
 $25
 $(32) $195
       
Year Ended September 30, 2015:       
Allowance for doubtful accounts$30
 $10
 $(3) $37
Sales returns and allowances$199
 $344
 $(417) $126
Deferred tax valuation allowance$308
 $14
 $(120) $202
       
Year Ended September 30, 2014:       
Allowance for doubtful accounts$33
 $2
 $(5) $30
Sales returns and allowances$261
 $468
 $(530) $199
Deferred tax valuation allowance$277
 $54
 $(23) $308

Item 15(b).
INDEX TO EXHIBITS

Exhibit No. Description of Exhibit
  
3.1 
Amended and Restated Certificate of Incorporation of Viacom Inc. effective December 31, 2015, as amended effective October 6, 2016.*2016 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Viacom Inc. filed November 9, 2016) (File No. 001-32686).
3.2 
Amended and Restated Bylaws of Viacom Inc. effective August 18, 2016.*2016, as amended February 6, 2017 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Viacom Inc. filed February 10, 2017) (File No. 001-32686).
4.1 
Indenture, dated as of April 12, 2006, between Viacom Inc. and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed April 17, 2006) (File No. 001-32686).
4.2 
First Supplemental Indenture, dated as of April 12, 2006, between Viacom Inc. and The Bank of New York, including Form of 6.875% Senior Note due 2036 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Viacom Inc. filed April 17, 2006) (File No. 001-32686).
4.3
Fourth Supplemental Indenture, dated as of October 5, 2007, between Viacom Inc. and The Bank of New York, including Form of 6.125% Senior Note due 2017 and Form of 6.75% Senior Debenture due 2037 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed October 9, 2007) (File No. 001-32686).
4.34.4 
Fifth Supplemental Indenture, dated as of August 26, 2009, between Viacom Inc. and The Bank of New York Mellon, including Form of 5.625% Senior Note due 2019 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed August 26, 2009) (File No. 001-32686).
4.44.5 
Sixth Supplemental Indenture, dated as of September 29, 2009, between Viacom Inc. and The Bank of New York Mellon, including Form of 5.625% Senior Note due 2019 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed September 30, 2009) (File No. 001-32686).
4.54.6 
Seventh Supplemental Indenture, dated as of February 22, 2011, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.500% Senior Note due 2021 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed February 23, 2011) (File No. 001-32686).
4.6Eighth Supplemental Indenture, dated as of March 31, 2011, between Viacom Inc. and The Bank of New York Mellon, including Form of 3.500% Senior Note due 2017 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed March 31, 2011) (File No. 001-32686).
4.7 
Ninth Supplemental Indenture, dated as of December 12, 2011, between Viacom Inc. and The Bank of New York Mellon, including Form of 2.500% Senior Note due 2016 and 3.875% Senior Note due 2021 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed December 12, 2011) (File No. 001-32686).
4.8 
Tenth Supplemental Indenture, dated as of February 28, 2012, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.500% Senior Debenture due 2042 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed February 28, 2012) (File No. 001-32686).
4.9 
Eleventh Supplemental Indenture, dated as of June 14, 2012, between Viacom Inc. and The Bank of New York Mellon, including Form of 3.125% Senior Note due 2022 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed June 14, 2012) (File No. 001-32686).

Exhibit No.Description of Exhibit
4.10 
Twelfth Supplemental Indenture, dated as of November 26, 2012, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.375% Senior Debentures due 2043 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed November 30, 2012) (File No. 001-32686)001- 32686).
4.11 
Thirteenth Supplemental Indenture, dated as of December 4, 2012, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.375% Senior Debentures due 2043 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed December 21, 2012) (File No. 001-32686)001- 32686).

Exhibit No.Description of Exhibit
4.12 
Fourteenth Supplemental Indenture, dated as of December 17, 2012, between Viacom Inc. and The Bank of New York Mellon, including Form of 4.375% Senior Debentures due 2043 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Viacom Inc. filed December 21, 2012) (File No. 001-32686)001- 32686).
4.13 
Fifteenth Supplemental Indenture, dated as of March 14, 2013, between Viacom Inc. and The Bank of New York Mellon, including Form of 3.250% Senior Notes due 2023 and 4.875% Senior Debentures due 2043 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed March 14, 2013) (File No. 001-32686).
4.14 
Sixteenth Supplemental Indenture, dated as of August 19, 2013, between Viacom Inc. and The Bank of New York Mellon, including Form of 2.500% Senior Notes due 2018, 4.250% Senior Notes due 2023 and 5.850% Senior Debentures due 2043 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed August 19, 2013) (File No. 001-32686).
4.15 
Seventeenth Supplemental Indenture, dated as of March 11, 2014, between Viacom Inc. and The Bank of New York Mellon, including Form of 2.200% Senior Notes due 2019, 3.875% Senior Notes due 2024 and 5.250% Senior Debentures due 2044 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed March 11, 2014) (File No. 001-32686).
4.16 
Eighteenth Supplemental Indenture, dated as of December 10, 2014, between Viacom Inc. and The Bank of New York Mellon, including Form of 2.750% Senior Notes due 2019 and 4.850% Senior Debentures due 2034 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed December 10, 2014) (File No. 001-32686).
4.17 
Nineteenth Supplemental Indenture, dated as of October 4, 2016, between Viacom Inc. and The Bank of New York Mellon, including Form of 2.250% Senior Notes due 2022 and Form of 3.450% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed October 4, 2016) (File No. 001-32686).
4.18
Twentieth Supplemental Indenture, dated as of February 28, 2017, between Viacom Inc. and The Bank of New York Mellon, including Form of 5.875% Junior Subordinated Debentures due 2057 and 6.250% Junior Subordinated Debentures due 2057 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom filed February 28, 2017) (File No. 001-32686).
10.1 
$2.0 Billion Three-Year Credit Agreement, dated as of October 8, 2010, among Viacom Inc., the subsidiaries of Viacom Inc. designated as borrowers from time to time thereunder, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland PLC and Wells Fargo Bank, N.A., as Documentation Agents (incorporated by reference to Exhibit 10.1 to the Transition Report on Form 10-K of Viacom Inc. filed November 12, 2010) (File No. 001-32686).

Exhibit No.Description of Exhibit
10.2 
First Amendment, dated as of December 2, 2011, to the $2.0 Billion Three-Year Credit Agreement dated as of October 8, 2010, among Viacom Inc., the subsidiaries of Viacom Inc. designated as borrowers from time to time thereunder, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland PLC and Wells Fargo Bank, N.A., as Documentation Agents (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 2, 2012) (File No. 001-32686).
10.3 
Second Amendment, dated as of November 9, 2012, to the $2.0 Billion Three-Year Credit Agreement dated as of October 8, 2010, as amended on December 2, 2011, among Viacom Inc., the subsidiaries of Viacom Inc. designated as borrowers from time to time thereunder, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland PLC and Wells Fargo Bank, N.A., as Documentation Agents (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 31, 2013) (File No. 001-32686).
10.4 
Third Amendment, dated as of November 18, 2014, to the $2.0 Billion Three-Year Credit Agreement dated as of October 8, 2010, as amended on December 2, 2011, among Viacom Inc., the subsidiaries of Viacom Inc. designated as borrowers from time to time thereunder, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and Deutsche Bank Securities Inc., Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland PLC and Wells Fargo Bank, N.A., as Documentation Agents (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 29, 2015) (File No. 001-32686).
10.5 
Summary of Viacom Inc. Compensation for Outside Directors (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 4, 2016)February 9, 2017) (File No. 001-32686).**
10.6
Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of November 13, 2013 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 30, 2014), and Amendment No.1 dated January 16, 2014 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 30, 2014) (both File No. 001-32686).**
10.7
Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016 (incorporated by reference to Exhibit B to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015), as further amended and restated as of May 18, 2016 (incorporated by reference to Exhibit 10.2 to the Quarterly Report of Viacom Inc. filed August 4, 2016) (both File No. 001-32686).**
10.8
Viacom Inc. Deferred Compensation Plan for Outside Directors, as amended and restated as of November 13, 2013 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 30, 2014) (File No. 001-32686).**
10.9*
10.10
Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated effective January 1, 2011 (incorporated by reference to Exhibit A to the Definitive Proxy Statement of Viacom Inc. filed April 16, 2010) (File No. 001-32686).**
10.11
Viacom Inc. 2016 Long-Term Management Incentive Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015) (File No. 001-32686).**

Exhibit No. Description of Exhibit
10.610.11.1 Viacom Inc. 2006 Stock Option Plan for Outside Directors (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of Viacom Inc. filed March 16, 2006) (File No. 001-32686).**
10.7Viacom Inc. 2006 RSU Plan for Outside Directors (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of Viacom Inc. filed March 16, 2006) (File No. 001-32686).**
10.8Viacom Inc. 2011 Stock Option Plan for Outside Directors (incorporated by reference to Exhibit B to the Definitive Proxy Statement of Viacom Inc. filed April 16, 2010) (File No. 001-32686), as amended by Amendment No. 1 to Viacom Inc. 2011 Stock Option Plan for Outside Directors (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 31, 2013) (File No. 001-32686).**
10.9Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of November 13, 2013 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 30, 2014) (File No. 001-32686).**
10.10Amendment No. 1, dated January 16, 2014, to the Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of November 13, 2013 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 30, 2014) (File No. 001-32686).**
10.11Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016 (incorporated by reference to Exhibit B to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015) (File No. 001-32686).**
10.12Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016, and as further amended and restated as of May 18, 2016 (incorporated by reference to Exhibit 10.2 to the Quarterly Report of Viacom Inc. filed August 4, 2016) (File No. 001-32686).**
10.13Viacom Inc. Deferred Compensation Plan for Outside Directors, as amended and restated as of November 13, 2013 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 30, 2014) (File No. 001-32686).**
10.14Viacom Inc. Senior Executive Short-Term Incentive Plan, as amended and restated effective January 18, 2012 (incorporated by reference to Exhibit A to the Definitive Proxy Statement of Viacom Inc. filed January 27, 2012) (File No. 001-32686).**
10.15Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated effective January 1, 2011 (incorporated by reference to Exhibit A to the Definitive Proxy Statement of Viacom Inc. filed April 16, 2010) (File No. 001-32686).**
10.16Viacom Inc. 2016 Long-Term Management Incentive Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015) (File No. 001-32686).**
10.16.1
Viacom Inc. 2016 LTMIP: Form of Terms and Conditions to the Stock Option Certificate (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 4, 2016) (File No. 001-32686).**
10.16.210.11.2 
Viacom Inc. 2016 LTMIP: Form of Terms and Conditions to the Restricted Share Units Certificate (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 4, 2016) (File No. 001-32686).**
10.16.310.11.3 
Viacom Inc. 2016 LTMIP: Form of Terms and Conditions to the Performance Share Units (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 4, 2016) (File No. 001-32686).**
10.1710.11.4 
Viacom Inc. 2016 LTMIP: Form of Terms and Conditions to the Performance Share Units (incorporated by reference to Exhibit 10.1to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 8, 2018) (File No. 001-32686).**
10.12
Viacom Excess Pension Plan, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K of Viacom Inc. filed February 12, 2009) (File No. 001-32686).**
10.1810.13 
Amendment, effective as of March 31, 2009, to Viacom Excess Pension Plan, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.13 to the Transition Report on Form 10-K of Viacom Inc. filed November 12, 2010) (File No. 001-32686).**
10.1910.14 
Viacom Excess 401(k) Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K of Viacom Inc. filed February 12, 2009) (File No. 001-32686).**

Exhibit No.10.15 Description of Exhibit
10.20
Amendments, effective as of April 1, 2009 and December 31, 2009, to Viacom Excess 401(k) Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.15 to the Transition Report on Form 10-K of Viacom Inc. filed November 12, 2010) (File No. 001-32686).**
10.2110.16 
Viacom Bonus Deferral Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of Viacom Inc. filed February 12, 2009) (File No. 001-32686).**
10.2210.17 
Amendment, effective as of December 31, 2009, to Viacom Bonus Deferral Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.17 to the Transition Report on Form 10-K of Viacom Inc. filed November 12, 2010) (File No. 001-32686).**
10.18
Employment Agreement between Viacom Inc. and Robert Bakish, dated as of December 12, 2016, as supplemented by Letter Agreement between Viacom Inc. and Robert Bakish, dated as of December 12, 2016 (incorporated by reference to Exhibit 10.4 and Exhibit 10.5, respectively, to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 9, 2017) (File No. 001-32686).**
10.19
Employment Agreement between Viacom Inc. and Christa D’Alimonte, dated as of March 9, 2017 (incorporated by reference to Exhibit 10.2to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 8, 2018) (File No. 001-32686).**
10.20*
Employment Agreement between Viacom Inc. and Wade Davis, effective as of November 27, 2014 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 29, 2015) (File No. 001-32686), as amended by Letter Agreement between Viacom Inc. and Wade Davis, dated as of November 1, 2018.**
10.21
Employment Agreement between Viacom Inc. and DeDe Lea, effective as of November 14, 2016 (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 9, 2017) (File No. 001-32686).**

Exhibit No.Description of Exhibit
10.22
Employment Agreement between Viacom Inc. and Scott Mills, dated as of January 1, 2018 (incorporated by reference to Exhibit 10.3to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 8, 2018) (File No. 001-32686).**
10.23 Employment Agreement with Sumner M. Redstone, dated December 29, 2005 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Viacom Inc. filed December 30, 2005), as amended by letter agreement dated September 25, 2006 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Viacom Inc. filed September 26, 2006) (File No. 001-32686).**
10.24
Employment Agreement between Viacom Inc. and Philippe P. Dauman, effective as of January 15, 2015 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 29, 2015) (File No. 001-32686).**
10.2510.24 
Employment Agreement between Viacom Inc. and Thomas E. Dooley, as amended and restated as of May 27, 2010 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 5, 2010), as amended by Letter Agreement dated March 17, 2016 (incorporated by reference to Exhibit 10. 110.1 to the Quarterly Report on Form 10-Q of Viacom Inc. filed April 28, 2016), and as further amended by Letter Agreement dated September 21, 2016 (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of Viacom Inc. filed September 21, 2016) (File No. 001-32686).**
10.2610.25 
Employment Agreement between Viacom Inc. and Michael D. Fricklas, dated as of October 2, 2009 (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K of Viacom Inc. filed February 11, 2010) (File No. 001-32686), as amended by Letter Agreement dated August 6, 2012 (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Viacom Inc. filed November 15, 2012), as further amended by Amendment dated May 20, 2015 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 6, 2015), and as further amended by the Confidential Settlement and Release Agreement, effective as of August 18, 2016 (File No. 001-32686).**
10.27Employment Agreement between Viacom Inc. and Wade Davis, effective as of November 27, 2014 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Viacom Inc. filed January 29, 2015) (File No. 001-32686).**
10.28Employment Agreement between Viacom Inc. and Scott Mills, dated as of October 1, 2014 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. filed February 9, 2016) (File No. 001-32686).**
10.29Service Agreement, dated as of March 1, 1994, between George S. Abrams and Former Viacom (incorporated by reference to Exhibit 10(q) to the Annual Report on Form 10-K of Former Viacom filed on March 31, 1995) (File No. 001-09553), assigned to Viacom Inc.**
10.30Agreement dated as of June 13, 2016 between George S. Abrams and Viacom Inc. (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 4, 2016) (File No. 001-32686).
10.31Agreement dated as of June 13, 2016 between Philippe P. Dauman and Viacom Inc. (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q of Viacom Inc. filed August 4, 2016) (File No. 001-32686).
10.32Confidential Settlement and Release Agreement, effective as of August 18, 2016 (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of Viacom Inc. filed August 23, 2016) (File No. 001-32686).**
10.3310.26 
Confidential Settlement and Release Agreement, effective as of August 18, 2016 (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of Viacom Inc. filed August 23, 2016) (File No. 001- 32686).
10.27
Separation Agreement dated as of December 19, 2005 by and between Former Viacom and New Viacom Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of New Viacom Corp. filed December 21, 2005) (File No. 001-32686).

Exhibit No.10.28 Description of Exhibit
10.34
Tax Matters Agreement dated as of December 30, 2005 by and between Former Viacom and New Viacom Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Viacom Inc. filed January 5, 2006) (File No. 001-32686).
21.1* 
23.1* 
24.1* 
31.1* 
31.2* 
32.1* 
32.2* 
101.INS* XBRL Instance Document.
101.SCH* XBRL Taxonomy Extension Schema.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase.

Exhibit No.Description of Exhibit
101.DEF* XBRL Taxonomy Extension Definition Linkbase.
101.LAB* XBRL Taxonomy Extension Label Linkbase.
101.PRE* XBRL Taxonomy Extension Presentation Linkbase.

*Filed herewith.
**Represents a management contract or compensatory plan or arrangement required to be filed as an exhibit.
Item 16.Form 10-K Summary.
None.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VIACOM INC.
By:/s/ Robert M. Bakish
Robert M. Bakish
President and Chief Executive Officer
Date: November 16, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Viacom Inc. and in the capacities and on the dates indicated:
SignatureTitleDate
/s/ Robert M. BakishPresident and Chief Executive Officer;November 16, 2018
Robert M. BakishDirector
/s/ Wade DavisExecutive Vice President,November 16, 2018
Wade DavisChief Financial Officer
/s/ Katherine Gill-CharestSenior Vice President, Controller andNovember 16, 2018
Katherine Gill-CharestChief Accounting Officer
*Chairman of the BoardNovember 16, 2018
Thomas J. May
*Vice Chair of the BoardNovember 16, 2018
Shari Redstone
*DirectorNovember 16, 2018
Cristiana Falcone Sorrell
*DirectorNovember 16, 2018
Judith A. McHale
*DirectorNovember 16, 2018
Ronald L. Nelson

102
SignatureTitleDate
*DirectorNovember 16, 2018
Deborah Norville
*DirectorNovember 16, 2018
Charles E. Phillips, Jr.
*DirectorNovember 16, 2018
Nicole Seligman
*By:/s/ Christa A. D’AlimonteNovember 16, 2018
Christa A. D’Alimonte
Attorney-in-Fact for the Directors

109