Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 

 
Date of Report (Date of earliest event reported): August 9, 2018
 

 
VIACOM INC.
 
 
(Exact name of registrant as specified in its charter)
 

Delaware
001-32686
20-3515052
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer Identification
Number)

1515 Broadway, New York, NY
10036
(Address of principal executive offices)
(Zip Code)

 
Registrant’s telephone number, including area code: (212) 258-6000
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

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.  o





Section 2 – Financial Information
 
Item 2.02
Results of Operations and Financial Condition.
 
On August 9, 2018, Viacom Inc. issued a press release announcing earnings for the quarter ended June 30, 2018. A copy of the press release is furnished herewith as Exhibit 99 and is incorporated by reference herein in its entirety.
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01
Financial Statements and Exhibits.
 
 
(d)     Exhibits. The following exhibit is furnished as part of this Report on Form 8-K:
 
 
Exhibit No.
 
Description of Exhibit
 
 
 
 
 
99
 






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
VIACOM INC.
 
 
 
 
 
 
 
By:
/s/ Christa A. D’Alimonte
 
 
Name:
Christa A. D’Alimonte
 
 
Title:
Executive Vice President, General Counsel and Secretary

Date: August 9, 2018






Exhibit Index

Exhibit No.
 
Description of Exhibit
 
 
 
99
 
Press release of Viacom Inc. dated August 9, 2018 announcing earnings for the quarter ended June 30, 2018.



Exhibit


Exhibit 99
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12399035&doc=3
VIACOM REPORTS THIRD QUARTER RESULTS
Diluted EPS was $1.27; Adjusted Diluted EPS Grew in the Quarter, Increased 4% Year-to-Date
Paramount Pictures Turnaround Drove Increased Filmed Entertainment Profitability in the Quarter, with Adjusted Operating Income Up $160 Million Year-to-Date
Media Networks Delivered Sequential Improvement in Domestic Affiliate Revenue Growth, Strong Gains in Year-Over-Year Ancillary Revenues and Benefits of Cost Transformation
NEW YORK, August 9, 2018 - Viacom Inc. (NASDAQ: VIAB, VIA) today reported financial results for the third quarter of fiscal 2018 ended June 30, 2018.
Bob Bakish, President and Chief Executive Officer, said, “Viacom produced another quarter of strong progress, with clear evidence that our turnaround is delivering results and that our evolution into a truly global, multiplatform, brand- and IP-driven entertainment company is well underway. Paramount Pictures is revitalized, with outstanding box office performance and growing television production revenues driving substantial gains in profitability. Our Media Networks brands posted significant gains in both linear flagship share and digital consumption, in addition to sequential improvements in domestic affiliate revenue growth.
“In the quarter, Viacom concluded a strong advertising upfront that combined robust price increases, as well as improved packaging that included increased demand for our advanced marketing solutions. Additionally, we continued to diversify our business with growth in worldwide live event attendance and the expansion of a cross-company studio production initiative that leverages our sizable creative assets and global capabilities to drive incremental opportunities.
“This improvement in operating performance -- combined with meaningful actions over the past 18 months to de-lever our balance sheet -- have resulted in a stronger credit profile to help support Viacom’s return to long-term sustainable growth. We remain focused on building this momentum with an even stronger September quarter as we continue to position Viacom for the future.”
FISCAL YEAR 2018 RESULTS
(in millions, except per share amounts)
Quarter Ended 
 June 30,
 
B/(W)
 
Nine Months Ended 
 June 30,
 
B/(W)
 
2018
 
2017
 
2018 vs. 2017
 
2018
 
2017
 
2018 vs. 2017
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
3,237

 
$
3,364

 
(4
)%
 
$
9,458

 
$
9,944

 
(5
)%
Operating income
752

 
746

 
1

 
1,925

 
1,784

 
8

Net earnings from continuing operations attributable to Viacom
511

 
680

 
(25
)
 
1,302

 
1,197

 
9

Diluted EPS from continuing operations
1.27

 
1.69

 
(25
)
 
3.23

 
2.99

 
8

 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP*
 
 
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
767

 
$
805

 
(5
)%
 
$
2,125

 
$
2,165

 
(2
)%
Adjusted net earnings from continuing operations attributable to Viacom
475

 
471

 
1

 
1,259

 
1,201

 
5

Adjusted diluted EPS from continuing operations
1.18

 
1.17

 
1

 
3.12

 
3.00

 
4

 
 
 
 
 
 
 
 
 
 
 
 
* Non-GAAP measures referenced in this release are detailed in the Supplemental Disclosures at the end of this release.





Revenues in the third fiscal quarter decreased 4% to $3.24 billion. Operating income grew 1% to $752 million, principally driven by a restructuring charge in the prior year quarter and improvement in Filmed Entertainment operating results. Adjusted operating income decreased 5% to $767 million in the quarter. Net earnings from continuing operations attributable to Viacom declined to $511 million, primarily due to the gain on sale of an investment in EPIX in the prior year quarter. Adjusted net earnings from continuing operations attributable to Viacom increased 1% to $475 million in the quarter. Diluted earnings per share decreased $0.42 to $1.27 in the quarter, and adjusted diluted earnings per share increased $0.01 to $1.18.
MEDIA NETWORKS
Media Networks increased its momentum with growth in television share, significant gains in digital consumption and live event attendance, sequential improvement in domestic affiliate revenue growth and savings from cost transformation initiatives.
Media Networks revenues decreased 2% to $2.50 billion in the quarter, as a 17% increase in worldwide ancillary revenues to $158 million was more than offset by a 4% decrease in worldwide advertising revenues to $1.19 billion and a 3% decrease in worldwide affiliate revenues to $1.15 billion. Domestic and international revenues each declined 2% in the quarter to $1.99 billion and $509 million, respectively. Excluding a 2-percentage point unfavorable impact from foreign exchange, international revenues were flat in the quarter.
Domestic advertising revenues decreased 3% to $922 million, reflecting lower linear impressions, partially offset by higher pricing and growth in Advanced Marketing Solutions revenues, which increased 33%. International advertising revenues decreased 4% to $269 million, driven by an unfavorable impact from foreign exchange. Excluding a 5-percentage point unfavorable impact from foreign exchange, international advertising revenues increased 1% in the quarter.
Domestic affiliate revenues decreased 3% to $978 million, a sequential improvement of 100-basis points from the prior quarter. Excluding the impact of SVOD revenues in the quarter, domestic affiliate revenues were flat. International affiliate revenues declined 2% to $175 million in the quarter.
Domestic ancillary revenues increased 31% to $93 million, driven by revenues from live events and consumer products, while international ancillary revenues increased 2% to $65 million.
Benefits from cost transformation initiatives helped drive a 2% decrease in SG&A expenses for the quarter.
Adjusted operating income for Media Networks decreased 8% to $799 million in the quarter, primarily reflecting lower segment revenues.
Performance highlights:
Viacom flagship brands grew year-over-year audience share for the fifth consecutive quarter, and Viacom continues to hold the top share of basic U.S. cable viewing among key demos, including Adults 18-34, African Americans 18-49 and Kids 2-11, among others.

MTV was the fastest growing network in primetime among the top 50 broadcast and cable channels in the Adults 18-34 demo for the quarter. It has increased year-over-year primetime ratings for four straight quarters -- its best streak in seven years -- and, collectively with VH1, held nine of the top 10 unscripted cable series this year. The second season premiere of Floribama Shore in July 2018 brought in nearly 1 million viewers, with ratings up double-digits from its series debut.

BET posted its highest-rated third quarter since 2014 -- up 24% in C3 among Adults 18-49 -- culminating in the 2018 BET Awards, cable’s #1 awards show for the fourth straight year.





Comedy Central produced its biggest year-over-year primetime ratings gain for a quarter since fiscal 2014. The network continued to broaden its audience base, growing year-over-year ratings among women 18-49 for seven consecutive months as of July 2018.

The premiere week of Nickelodeon’s Double Dare averaged 1.4 million viewers, making it the most-watched series debut on kids’ TV so far in 2018.

Paramount Network’s Yellowstone is the most watched scripted cable series of 2018 after The Walking Dead, with an average audience of approximately 4.4 million viewers in Live+3.

VH1 has delivered 12 consecutive quarters of year-over-year share growth. Franchise favorite RuPaul’s Drag Race garnered 12 Emmy nominations in 2018 -- the most for any unscripted series on TV.

Viacom Digital Studios continues to drive tremendous growth in digital consumption of its content, increasing quarterly total video views and watch-time 112% and 104% year-over-year, respectively. Since the third quarter of fiscal 2016, the company has tripled its total digital video streams across O&O and social platforms to 7.0 billion in the quarter. Additionally, Nick’s Noggin app has flourished on Amazon Prime Video Channels, with strong subscriber growth since its launch on the platform in May 2018.

The company secured distribution of leading Viacom brands on the new AT&T Watch entertainment-only skinny bundle service. The partnership expands the broad representation of Viacom networks across the AT&T subscriber footprint through a new, differentiated platform that targets mobile users.

Viacom’s Media Networks is quickly executing on the company’s studio production strategy to create and license content for digital and linear partners. Viacom International Studios launched in the quarter, uniting the extensive production capabilities of Telefe and majority-owned Brazilian comedy brand Porta dos Fundos with those of Viacom’s Latin American brands. VIS is already producing shows for Netflix, Amazon, Telemundo and Fox, among others. In the U.S., Nickelodeon delivered its first title under a multi-year agreement with Netflix to produce and license animated series Pinky Malinky. And MTV Studios, launched in June, will capitalize on one of the TV industry’s largest libraries of youth-focused and music-related IP in the world that -- up until now -- has been largely untapped.

Accelerating the growth of Viacom’s live events business, Bellator formed a nine-figure, multi-year distribution partnership with global sports streaming service DAZN that positions the league to become an even more significant player in MMA. The sixth annual BET Experience attracted 165,000 attendees, and cable’s #1 comedy brand also continued to build success in live events, with more than 45,000 fans attending Comedy Central’s second annual Clusterfest in June 2018.

FILMED ENTERTAINMENT
Paramount Pictures is delivering on its turnaround, with strong current quarter releases driving domestic theatrical revenues up 58%, continuing growth in television production and increasing profitability.
Filmed Entertainment revenues decreased 9% to $772 million in the quarter, as a 20% increase in domestic revenues to $464 million was more than offset by a 33% decline in international revenues to $308 million. Theatrical revenues were down 21% to $208 million principally due to lower carryover revenues. Domestic theatrical revenues grew 58%, driven by the strong performance of current quarter releases A Quiet Place and Book Club, while international theatrical revenues decreased 58%, reflecting comparisons against the release of Transformers: The Last Knight and Ghost in the Shell in the prior year quarter. Licensing revenues increased 35% to $404 million in the quarter, primarily due to the release of Paramount Television product, including the second season of 13 Reasons Why. Domestic licensing revenues were up 122%, while international licensing decreased 8%. Home entertainment revenues declined 45% to $119 million, reflecting the mix and number of titles in release.



Domestic and international home entertainment revenues decreased 47% and 41%, respectively. Ancillary revenues decreased 38% to $41 million, with domestic and international ancillary revenues down 40% and 27%, respectively.
Filmed Entertainment reported adjusted operating income of $44 million in the quarter compared to $9 million in the prior year quarter, an improvement of $35 million that reflects lower operating expenses and higher domestic revenues driven by the strong performance of current quarter releases and television production.
Performance highlights:
Paramount Pictures has improved adjusted operating income in six consecutive quarters, and was profitable in the second and third quarters of fiscal 2018.

A Quiet Place has grossed more than $188 million domestically to date, making it the second highest grossing horror film in the U.S. over the past decade. The film has so far earned more than $332 million at the worldwide box office at a production cost of approximately $20 million.

Released in May 2018, Book Club has gone on to earn more than $68 million to date at the domestic box office -- more than six times its acquisition cost of $10 million.

The fourth quarter release of Mission: Impossible - Fallout grossed nearly $330 million globally in its first two weekends -- the biggest opening ever for the franchise. The film has received universal acclaim, with critics hailing it as the best in the series.

Looking ahead to the fall, Paramount Players and BET will release Tyler Perry’s Nobody’s Fool -- starring Tiffany Haddish and Tika Sumpter -- followed by the studio’s November 2018 release of World War II horror film Overlord, produced by J.J. Abrams. Including the recently announced live-action adaptation of the iconic Nickelodeon series Rugrats, Paramount Players has already slated at least five branded feature films with Viacom’s leading media networks.

In all, Paramount’s fiscal 2019 slate will nearly double the number of worldwide theatrical releases compared to fiscal 2018.

Paramount Television has continued to drive substantial growth in licensing revenues from hit series, including the second season of 13 Reasons Why. The Alienist, which Paramount produced for TNT, received six Emmy nominations, including Outstanding Limited Series. And Amazon ordered a second season of Tom Clancy’s Jack Ryan well before the series premieres in August 2018. Paramount TV is expected to double its production output in 2019, and currently has 19 series ordered or in production.
BALANCE SHEET AND LIQUIDITY
Continued progress in operating performance over the last 18 months, including increased Filmed Entertainment profitability, sequential improvement in domestic affiliate revenue growth and strong gains in Viacom International Media Networks, combined with de-levering actions taken, are driving an improved credit outlook.
The Company’s cash balance was $929 million at June 30, 2018, a decrease from $1.39 billion at September 30, 2017. In the nine months, net cash provided by operating activities increased $343 million, or 52%, to $997 million, free cash flow increased $380 million, or 74%, to $895 million and operating free cash flow increased $347 million, or 63%, to $895 million.
At June 30, 2018, total debt outstanding was $10.09 billion, compared with $11.12 billion at September 30, 2017, a reduction of $1.03 billion.



About Viacom
Viacom is home to premier global media brands that create compelling entertainment content - including television programs, motion pictures, short-form content, games, consumer products, podcasts, live events and social media experiences - for audiences in 183 countries. Viacom’s media networks, including Nickelodeon, Nick Jr., MTV, BET, Comedy Central, Paramount Network, VH1, TV Land, CMT, Logo, Channel 5 (UK), Telefe (Argentina), Colors (India) and Paramount Channel, reach approximately 4.3 billion cumulative television subscribers worldwide. Paramount Pictures is a major global producer and distributor of filmed entertainment. Paramount Television develops, finances and produces original programming for television and digital platforms.

For more information about Viacom and its businesses, visit www.viacom.com. Viacom may also use social media channels to communicate with its investors and the public about the company, its brands and other matters, and those communications could be deemed to be material information. Investors and others are encouraged to review posts on Viacom’s company blog (blog.viacom.com), Twitter feed (twitter.com/viacom) and Facebook page (facebook.com/viacom).
Cautionary Statement Concerning Forward-Looking Statements
This news release 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 include, among others: the public acceptance of our brands, programs, motion pictures and other entertainment content on the various platforms on which they are distributed; technological developments, alternative content offerings and their effects in our markets and on consumer behavior; the potential for loss of carriage or other reduction in the distribution of our content; significant changes in our senior leadership and the ability of our strategic initiatives to achieve their operating objectives; economic fluctuations in advertising and retail markets, and economic conditions generally; evolving cybersecurity and similar risks; the impact of piracy; increased costs for programming, motion pictures and other rights; the loss of key talent; competition for content, audiences, advertising and distribution; fluctuations in our results due to the timing, mix, number and availability of our motion pictures and other programming; other domestic and global economic, political, business, competitive and/or regulatory factors affecting our businesses generally; changes in the Federal communications or other laws and regulations; and other factors described in our news releases and filings with the Securities and Exchange Commission, including but not limited to our 2017 Annual Report on Form 10-K and 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. If applicable, reconciliations for any non-GAAP financial information contained in this news release are included in this news release or available on our website at www.viacom.com.
 
Contacts
 
 
Press:
Investors:
 
Jeremy Zweig
Vice President, Corporate Communications and
Corporate Affairs
(212) 846-7503
jeremy.zweig@viacom.com

Alex Rindler
Senior Manager, Corporate Communications
(212) 846-4337
alex.rindler@viacom.com

James Bombassei
Senior Vice President, Investor Relations and Treasurer
(212) 258-6377
james.bombassei@viacom.com

Kareem Chin
Vice President, Investor Relations
(212) 846-6305
kareem.chin@viacom.com

 
 
 
 
 
 
 



VIACOM INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
 
Quarter Ended 
 June 30,
 
Nine Months Ended 
 June 30,
(in millions, except per share amounts)
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Revenues
$
3,237

 
$
3,364

 
$
9,458

 
$
9,944

Expenses:
 
 
 
 
 
 
 
Operating
1,681

 
1,788

 
4,925

 
5,551

Selling, general and administrative
738

 
756

 
2,249

 
2,205

Depreciation and amortization
51

 
53

 
159

 
167

Restructuring and related costs
15

 
21

 
200

 
237

Total expenses
2,485

 
2,618

 
7,533

 
8,160

Operating income
752

 
746

 
1,925

 
1,784

Interest expense, net
(138
)
 
(155
)
 
(428
)
 
(469
)
Equity in net earnings of investee companies
2

 
47

 
5

 
78

Gain on sale of EPIX

 
285

 

 
285

Other items, net
(9
)
 
(2
)
 
(15
)
 
(37
)
Earnings from continuing operations before provision for income taxes
607

 
921

 
1,487

 
1,641

Provision for income taxes
(93
)
 
(233
)
 
(158
)
 
(417
)
Net earnings from continuing operations
514


688


1,329


1,224

Discontinued operations, net of tax
11

 
3

 
23

 
3

Net earnings (Viacom and noncontrolling interests)
525


691


1,352


1,227

Net earnings attributable to noncontrolling interests
(3
)
 
(8
)
 
(27
)
 
(27
)
Net earnings attributable to Viacom
$
522


$
683


$
1,325


$
1,200

Amounts attributable to Viacom:
 
 
 
 
 
 
 
Net earnings from continuing operations
$
511

 
$
680

 
$
1,302

 
$
1,197

Discontinued operations, net of tax
11

 
3

 
23

 
3

Net earnings attributable to Viacom
$
522

 
$
683

 
$
1,325

 
$
1,200

Basic earnings per share attributable to Viacom:
 
 
 
 
 
 
 
Continuing operations
$
1.27

 
$
1.69

 
$
3.23

 
$
3.00

Discontinued operations
0.03

 
0.01

 
0.06

 
0.01

Net earnings
$
1.30

 
$
1.70

 
$
3.29

 
$
3.01

Diluted earnings per share attributable to Viacom:
 
 
 
 
 
 
 
Continuing operations
$
1.27

 
$
1.69

 
$
3.23

 
$
2.99

Discontinued operations
0.02

 
0.01

 
0.06

 
0.01

Net earnings
$
1.29

 
$
1.70

 
$
3.29

 
$
3.00

Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
402.8

 
402.0

 
402.6

 
399.1

Diluted
403.3

 
402.6

 
402.9

 
400.0

Dividends declared per share of Class A and Class B common stock
$
0.20

 
$
0.20

 
$
0.60

 
$
0.60

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





VIACOM INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in millions, except par value)
June 30,
2018
 
September 30,
2017
 
 
 
 
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
929

 
$
1,389

Receivables, net
3,149

 
2,970

Inventory, net
916

 
919

Prepaid and other assets
579

 
523

Total current assets
5,573

 
5,801

Property and equipment, net
875

 
978

Inventory, net
3,851

 
3,982

Goodwill
11,610

 
11,665

Intangibles, net
311

 
313

Other assets
941

 
959

Total assets
$
23,161

 
$
23,698

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
305

 
$
431

Accrued expenses
764

 
869

Participants’ share and residuals
774

 
825

Program obligations
654

 
712

Deferred revenue
317

 
463

Current portion of debt
23

 
19

Other liabilities
460

 
434

Total current liabilities
3,297

 
3,753

Noncurrent portion of debt
10,065

 
11,100

Participants’ share and residuals
414

 
384

Program obligations
465

 
477

Deferred tax liabilities, net
350

 
294

Other liabilities
1,254

 
1,323

Redeemable noncontrolling interest
245

 
248

Commitments and contingencies
 
 
 
Viacom stockholders’ equity:
 
 
 
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 capital
10,132

 
10,119

Treasury stock, 393.1 and 393.8 common shares held in treasury, respectively
(20,562
)
 
(20,590
)
Retained earnings
18,247

 
17,124

Accumulated other comprehensive loss
(811
)
 
(618
)
Total Viacom stockholders’ equity
7,006

 
6,035

Noncontrolling interests
65

 
84

Total equity
7,071

 
6,119

Total liabilities and equity
$
23,161

 
$
23,698

 
 
 
 




VIACOM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
  
Nine Months Ended 
 June 30,
(in millions)
2018
 
2017
OPERATING ACTIVITIES
 
 
 
Net earnings (Viacom and noncontrolling interests)
$
1,352

 
$
1,227

Discontinued operations, net of tax
(23
)
 
(3
)
Net earnings from continuing operations
1,329

 
1,224

Reconciling items:
 
 
 
Depreciation and amortization
159

 
167

Feature film and program amortization
3,402

 
3,475

Equity-based compensation
45

 
52

Equity in net earnings and distributions from investee companies
2

 
(11
)
Gain on sale of EPIX

 
(285
)
Deferred income taxes
27

 
(118
)
Operating assets and liabilities, net of acquisitions:
 
 
 
Receivables
(211
)
 
(504
)
Production and programming
(3,373
)
 
(3,252
)
Accounts payable and other current liabilities
(384
)
 
(139
)
Other, net
1

 
45

Net cash provided by operating activities
997

 
654

 
 
 
 
INVESTING ACTIVITIES
 
 
 
Acquisitions and investments, net
(90
)
 
(358
)
Capital expenditures
(102
)
 
(139
)
Proceeds from asset sales
57

 
108

Proceeds from sale of EPIX

 
593

Proceeds from grantor trusts
7

 
52

Net cash provided by/(used in) investing activities
(128
)
 
256

 
 
 
 
FINANCING ACTIVITIES
 
 
 
Borrowings

 
2,569

Debt repayments
(1,000
)
 
(3,300
)
Dividends paid
(241
)
 
(239
)
Exercise of stock options
2

 
172

Other, net
(70
)
 
(64
)
Net cash used in financing activities
(1,309
)
 
(862
)
Effect of exchange rate changes on cash and cash equivalents
(20
)
 
(2
)
Net change in cash and cash equivalents
(460
)
 
46

Cash and cash equivalents at beginning of period
1,389

 
379

Cash and cash equivalents at end of period
$
929

 
$
425

 
 
 
 




SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION

The following tables reconcile our results of operations reported in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the quarter and nine months ended June 30, 2018 and 2017 to adjusted results that exclude the impact of certain items identified as affecting comparability (non-GAAP). We use 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, as applicable, 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 Viacom’s 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 accounting principles generally accepted in the United States of America, 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.
(in millions, except per share amounts)
 
Quarter Ended 
 June 30, 2018
 
Operating Income
 
Earnings from Continuing Operations Before Provision for Income Taxes
 
Provision for Income Taxes (1)
 
Net Earnings
from Continuing Operations
Attributable to 
Viacom
 
Diluted EPS from Continuing Operations
Reported results (GAAP)
$
752

 
$
607

 
$
93

 
$
511

 
$
1.27

Factors Affecting Comparability:
 
 
 
 
 
 
 
 
 
Restructuring and related costs (2)
15

 
15

 
4

 
11

 
0.03

Discrete tax benefit (3)

 

 
47

 
(47
)
 
(0.12
)
Adjusted results (Non-GAAP)
$
767

 
$
622

 
$
144

 
$
475

 
$
1.18

 
 
 
 
 
 
 
 
 
 
(in millions, except per share amounts)
 
Nine Months Ended 
 June 30, 2018
 
Operating Income
 
Earnings from Continuing Operations Before Provision for Income Taxes
 
Provision for Income Taxes (1)
 
Net Earnings from Continuing Operations Attributable to Viacom
 
Diluted EPS from Continuing Operations
Reported results (GAAP)
$
1,925

 
$
1,487

 
$
158

 
$
1,302

 
$
3.23

Factors Affecting Comparability:
 
 
 
 
 
 
 
 
 
Restructuring and related costs (2)
200

 
200

 
48

 
152

 
0.38

Gain on extinguishment of debt (4)

 
(25
)
 
(6
)
 
(19
)
 
(0.05
)
Gain on asset sale (5)

 
(16
)
 

 
(16
)
 
(0.04
)
Investment impairments (6)

 
46

 
10

 
36

 
0.09

Discrete tax benefit (3)

 

 
196

 
(196
)
 
(0.49
)
Adjusted results (Non-GAAP)
$
2,125

 
$
1,692

 
$
406

 
$
1,259

 
$
3.12

 
 
 
 
 
 
 
 
 
 




(in millions, except per share amounts)
 
Quarter Ended 
 June 30, 2017
 
Operating Income
 
Earnings from Continuing Operations Before Provision for Income Taxes
 
Provision for Income Taxes (1)
 
Net Earnings
from Continuing Operations
Attributable to 
Viacom
 
Diluted EPS from Continuing Operations
Reported results (GAAP)
$
746

 
$
921

 
$
233

 
$
680

 
$
1.69

Factors Affecting Comparability:
 
 
 
 
 
 
 
 
 
Restructuring and programming charges (7)
59

 
59

 
21

 
38

 
0.09

Gain on extinguishment of debt (4)

 
(16
)
 
(5
)
 
(11
)
 
(0.03
)
Gain on sale of EPIX (8)

 
(285
)
 
(96
)
 
(189
)
 
(0.47
)
Investment impairment (6)

 
10

 
4

 
6

 
0.01

Discrete tax benefit (3)

 

 
53

 
(53
)
 
(0.12
)
Adjusted results (Non-GAAP)
$
805

 
$
689

 
$
210

 
$
471

 
$
1.17

 
 
 
 
 
 
 
 
 
 
(in millions, except per share amounts)
 
Nine Months Ended 
 June 30, 2017
 
Operating Income
 
Earnings from Continuing Operations Before Provision for Income Taxes
 
Provision for Income Taxes (1)
 
Net Earnings from Continuing Operations Attributable to Viacom
 
Diluted EPS from Continuing Operations
Reported results (GAAP)
$
1,784

 
$
1,641

 
$
417

 
$
1,197

 
$
2.99

Factors Affecting Comparability:
 
 
 
 
 
 
 
 
 
Restructuring and programming charges (7)
381

 
381

 
135

 
246

 
0.62

Loss on extinguishment of debt (4)

 
20

 
7

 
13

 
0.03

Gain on sale of EPIX (8)

 
(285
)
 
(96
)
 
(189
)
 
(0.47
)
Investment impairment (6)

 
10

 
4

 
6

 
0.02

Discrete tax benefit (3)

 

 
72

 
(72
)
 
(0.19
)
Adjusted results (Non-GAAP)
$
2,165

 
$
1,767

 
$
539

 
$
1,201

 
$
3.00

 
 
 
 
 
 
 
 
 
 




(1) The tax impact has been calculated by applying the tax rates applicable to the adjustments presented.
(2) In the second quarter of fiscal 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 $15 million and $200 million in the quarter and nine months ended June 30, 2018, respectively. The charges included severance charges of $123 million and exit costs principally resulting from vacating certain leased properties of $40 million in the nine months, and $15 million and $37 million in the quarter and nine months, respectively, of related costs comprised of third-party professional services.
(3) The net discrete tax benefit in the quarter ended June 30, 2018 was principally related to a tax accounting method change granted by the Internal Revenue Service and the release of tax reserves with respect to certain effectively settled tax positions. In addition to the items in the quarter, the net discrete tax benefit in the nine months ended June 30, 2018 was principally related to tax reform, as well as the measurement of the deferred tax balances from the retroactive reenactment of legislation allowing for accelerated tax deductions on certain qualified film and television productions.
The net discrete tax benefit in the quarter ended June 30, 2017 was principally related to 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. In addition to the items in the quarter, the net discrete tax benefit in the nine months ended June 30, 2017 included the reversal of valuation allowances on net operating losses upon receipt of a favorable tax authority ruling.
(4) We redeemed senior notes and debentures totaling $1.039 billion in the nine months ended June 30, 2018. As a result, we recognized a pre-tax extinguishment gain of $25 million.
We redeemed senior notes and debentures totaling $3.3 billion in the nine months ended June 30, 2017, of which $1.0 billion was redeemed in the quarter ended June 30, 2017. As a result of these transactions, we recognized a pre-tax extinguishment gain of $16 million in the quarter ended June 30, 2017 and a pre-tax extinguishment loss of $20 million in the nine months ended June 30, 2017.
(5) 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 in the nine months ended June 30, 2018.
(6) We recognized impairment losses of $46 million in the nine months ended June 30, 2018 and $10 million in the quarter and nine months ended June 30, 2017 resulting from the write-off of certain cost method investments.
(7) We recognized pre-tax restructuring and programming charges of $59 million and $381 million in the quarter and nine months ended June 30, 2017, respectively, resulting from the execution of our flagship brand strategy and strategic initiatives at Paramount.
(8) During the quarter ended June 30, 2017, we completed the sale of our 49.76% interest in EPIX, resulting in a gain of $285 million.





The following table reconciles our net cash provided by operating activities (GAAP) for the quarter and nine months ended June 30, 2018 and 2017 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, as applicable. We define operating free cash flow as free cash flow, excluding the impact of the cash premium on the extinguishment of debt, as applicable. Free cash flow and 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.
Reconciliation of net cash provided by operating activities
to free cash flow and operating free cash flow
(in millions)
Quarter Ended 
 June 30,
 
Better/
(Worse)
 
Nine Months Ended 
 June 30,
 
Better/
(Worse)
2018
 
2017
 
$
 
2018
 
2017
 
$
Net cash provided by operating activities (GAAP)
$
698

 
$
249

 
$
449

 
$
997

 
$
654

 
$
343

Capital expenditures
(38
)
 
(44
)
 
6

 
(102
)
 
(139
)
 
37

Free cash flow (Non-GAAP)
660

 
205

 
455

 
895

 
515

 
380

Debt retirement premium

 

 

 

 
33

 
(33
)
Operating free cash flow (Non-GAAP)
$
660

 
$
205

 
$
455

 
$
895

 
$
548

 
$
347