COMPANY PROFILE Viacom, Inc. REFERENCE CODE: 68021BD5-5AAC-42A5-B437-11958F2E0AB9 PUBLICATION DATE: 7 Oct 2013 www.marketline.com COPYRIGHT MARKETLINE. THIS CONTENT IS A LICENSED PRODUCT AND IS NOT TO BE PHOTOCOPIED OR DISTRIBUTED.
TABLE OF CONTENTS TABLE OF CONTENTS Company Overview...3 Key Facts...3 Business Description...4 History...7 Key Employees...14 Key Employee Biographies...16 Major Products and Services...24 Revenue Analysis...26 SWOT Analysis...27 Top Competitors...33 Company View...34 Locations and Subsidiaries...38 Viacom, Inc. Page 2
Company Overview COMPANY OVERVIEW Viacom Inc. (Viacom or the company ) is one of the leading global entertainment content companies. The company provides the entertainment content through television (TV), motion picture, internet and mobile platforms. Viacom's prominent brands include the multiplatform properties of MTV Networks, BET Networks and Paramount Pictures. The company primarily operates in the US, Europe and Asia Pacific. It is headquartered in New York City, New York and employs 9,880 people as of September 30, 2012. The company recorded revenues of $13,887 million during the financial year ended September 2012 (FY2012), a decrease of 6.9% compared to FY2011. The operating profit of the company was $3,901 million in FY2012, an increase of 5.1% over FY2011. The net profit was $1,981 million in FY2012, a decrease of 7.3% compared to FY2011. KEY FACTS Head Office Phone Fax Web Address Revenue / turnover (USD Mn) Financial Year End Employees New York Ticker New York Ticker Viacom, Inc. 1515 Broadway New York City New York 10036 USA 1 212 258 6000 http://www.viacom.com 13,887.0 September 9,880 VIA VIA.B Viacom, Inc. Page 3
Business Description BUSINESS DESCRIPTION Viacom, Inc. (Viacom or the company ) produces and distributes TV programming, motion pictures and other entertainment content. The company offers entertainment content and media related services. Viacom has its operations across the US, Europe, and Asia Pacific in 160 countries and territories. The company organizes its business operations into two segments: media networks and filmed entertainment. The media networks segment provides entertainment content and related branded products for consumers in key demographics. It creates, acquires and distributes programming to its audiences on TV, the internet and mobile devices and through a variety of consumer products and themed entertainment. Viacom Media Networks operates the company s media networks businesses through four channel groups: Music & Logo, Nickelodeon, Entertainment and BET Networks. Viacom Media Networks and its international operations reach approximately 700 million households in approximately 160 countries and territories worldwide through its approximately 200 channels and multiplatform properties, which include MTV, VH1, CMT, Logo, BET, CENTRIC, Nickelodeon, Nick Jr., TeenNick, Nicktoons, Nick at Nite, COMEDY CENTRAL, TV Land, SPIKE, Tr3s, Paramount Channel and VIVA, among others. Viacom Media Networks also has a casual games business that includes websites such as AddictingGames.com and Shockwave.com. The Music & Logo group includes Viacom's music, youth and young adult-oriented program services and digital properties that target the 12-24, 18-24 and 18-34 demographics. Logo properties offer original and acquired content, news, social networking and community building catering to specific audiences. Some of the key brands of the Music & Logo group include MTV, a music and lifestyle network that offers content built around storytelling, music discovery and activism across television, online and mobile platforms. During September 2012, MTV reached approximately 98 million domestic TV households and more than 600 million households in more than 160 countries and territories worldwide through its 41 MTV branded channels. MTV2 is part of the MTV family of channels that features music, live-action sports and lifestyle programming targeting male audience aged 15 to 25. It reached approximately 79 million domestic TV households in FY2012. MTV.com is an online service featuring a range of entertainment and pop culture content reflecting the core themes of MTV and MTV2 including music-based programs, action sports and lifestyle programming. In the quarter ended September 30, 2012, MTV.com averaged approximately 11 million monthly visitors and 134 million video streams each month. The company s VH1 brand features programming primarily focused on music artists, celebrities and real life stories, as well as online and mobile platforms. VH1 targets adults aged 18 49 who are interested in pop culture. It reached approximately 97 million domestic TV households in September Viacom, Inc. Page 4
Business Description 2012. VH1 Classic is a vintage-themed network featuring music videos, documentaries, movies and concert footage from the 1960s, 1970s, 1980s and 1990s, as well as other music-themed programs. It reached 60 million domestic TV households in September 2012. VH1 Digital brand offers digital and mobile destinations, VH1.com, VH1Classic.com, m.vh1.com and various applications (apps), featuring an array of content centered on VH1 shows, music, pop culture and celebrity content, including original series, exclusive events, music videos, live performances and news. The company s CMT brand features country music and entertainment. CMT and its website, CMT.com offer a mix of music, news, live concerts and series and is a resource for country music on demand. The network s digital platforms include the 24-hour music channel, CMT Pure Country, CMT Mobile and CMT VOD. CMT reached approximately 91 million domestic television households in September 2012. In the quarter ended September 2012, CMT.com averaged approximately one million monthly unique visitors. Other key brands of the Music & Logo group include mtvu, the company's on-air, online and on-campus network created by and for the college audience; MTV Films, MTV's motion picture brand; and PalladiaHD, a music-centric high definition (HD) television channel. The Nickelodeon group provides entertainment and educational programs, websites and online services that target kids aged 2-17 and their families. Some of Viacom s key properties in Nickelodeon group include Nickelodeon and Nick at Nite. Nickelodeon features original and licensed programming for kids during the daytime hours. Nick at Nite airs during the evening and overnight hours and primarily features licensed contemporary family comedies. Nickelodeon produces and distributes television programming worldwide and has a global consumer products business. Nickelodeon and Nick at Nite reached approximately 99 million domestic TV households in September 2012. Nickelodeon reached approximately 300 million households in more than 130 countries and territories in September 2012 through its 79 Nickelodeon branded channels. Nick.com is an online destination that offers video streaming of Nick content and games. In the quarter ended September 30, 2012, Nick.com sites averaged 7.2 million monthly unique visitors. Nick.com had an average of 83.4 million video streams each month. Nickelodeon group s other brands include Nick Jr., a channel for preschoolers that educates and entertains; NickJr.com; TeenNick and TeenNick.com; Nicktoons; ParentsConnect.com; Nickelodeon Games Group; Nick Jr. Video, broadband service of Nick Jr.; Nickelodeon Movies, Nickelodeon s motion picture brand; and the Nickelodeon Animation Studio. In addition, Nickelodeon licenses its brands for hotels, cruises, live tours and other themed entertainment outlets. The entertainment group produces and distributes programming and online content and games that target adult and male audiences. The group's primary brands include: COMEDY CENTRAL, an all-comedy television network; Comedycentral.com, an online video platform featuring COMEDY CENTRAL content; Spike TV, a male-oriented network featuring a mix of original and acquired programming, specials, live events, and movies. It also includes SPIKE.com which is an online video entertainment destination for men aged 18 34, featuring Spike TV's shows, movie and video game trailers, sports clips, celebrity galleries and original digital content; and TV Land. Other properties Viacom, Inc. Page 5
Business Description of the entertainment group include GameTrailers.com, which produces broadcast quality video content for video games. BET Networks provides entertainment, music, news and public affairs programming targeted to the African-American audience and consumers of Black culture. Its program services include its flagship BET channel, CENTRIC, BET Gospel and BET Hip Hop. BET channel focuses on young Black adults; BET Gospel provides gospel music and spiritual programming; and BET Hip Hop offers features hip hop music programming and performances. CENTRIC targets multicultural audiences, delivering a variety of music artists, along with culturally relevant movies, series, live performances, specials and reality programming. BET Networks' other properties include BET Home Entertainment, a collection of BET-branded offerings including DVDs and video-on-demand; and BET Mobile, which provides music, gaming and video content to its target audiences on mobile devices and digital services across all major service providers. The filmed entertainment segment produces, finances and distributes motion pictures and other entertainment content under the Paramount Pictures, Paramount Vantage, Paramount Classics, Insurge Pictures, MTV Films and Nickelodeon Movies brands. Paramount Pictures is a producer and distributor of motion pictures and has a library consisting of over 3,300 motion pictures and a small number of TV programs. In FY2012, Paramount distributed two theatrical titles under its distribution arrangement with DreamWorks Animation SKG. In FY2011, Paramount distributed the final two theatrical titles under its distribution arrangement with MVL Productions (Marvel), now a subsidiary of the Walt Disney. Paramount also distributes motion pictures and other entertainment content on digital versatile discs (DVDs) and Blu-ray discs, television, digital and other platforms in the US and internationally. Viacom, Inc. Page 6
History HISTORY Viacom, Inc. (Viacom or the company ) was originally formed after the spin-off from Columbia Broadcasting System (CBS), which was established as a public company in 1971. In the late 1970s, Viacom took over CBS' syndication division. Viacom purchased Showtime in 1978 and combined it with the Movie Channel to form Showtime Networks. The company formed a joint venture with Warner Communications, and Warner Amex Cable Communications that resulted in the joint operation of both Showtime and the Movie Channel in 1983. The company purchased MTV Networks in 1986. In the following year, National Amusements acquired 83% of Viacom and during the same year, MTV expanded in Europe with the launch of MTV Europe. In 1991, Viacom acquired 50% stake in MTV Europe for $65 million. In 1994, the company merged with Paramount Communications. In the 1990s, the company formed the Viacom Entertainment Group, which included Paramount Motion Picture Group, Paramount Television and the Paramount Stations Group. In 1996, MTV launched MTV2, a music network devoted to a diverse mix of music videos. MTVN launched the Suite from MTV Networks in 1998, including digital channels MTV2, MTV Indie, MTV Ritmo, MTV Rocks, VH1 Country, VH1 Smooth and VH1 Soul. Viacom merged with CBS in 2000 and acquired 64.2% equity interest in Infinity Broadcasting. CBS' cable networks, TNN and Country Music Television (CMT) joined the MTV Networks family of cable channels. Paramount and CBS TV stations integrated into a single unit, the CBS Television Stations Division. Paramount Parks joined the Viacom Entertainment Group. CBS Plus, the cross-media sales and marketing unit, changed its name to Viacom Plus. The company acquired BET Holdings II in 2001. BET Holdings operated Black Entertainment Television (BET) and BET Jazz: the Jazz Channel. During the same year, BET launched digital cable offerings, BET on Jazz: the Jazz Channel and BET International, new channels, BET Gospel, BET Classic Soul and BET Hip-Hop. In 2002, Nickelodeon acquired Sesame Workshop's 50% interest in Noggin for approximately $100 million and Noggin launched the N, a nighttime network for teens. In the same year, MTV acquired the College Television Network (CTN). In 2003, the company acquired Time Warner's 50% interest in Comedy Central. During the same year, MTV Networks Europe acquired a 50% stake in French videogames channel, GameOne through a partnership with Atari, a French media company. In 2004, the company acquired the German VIVA Media, the German equivalent to MTV. In the same year, the company acquired 75.8% of VIVA Media from 14 shareholders and acquired SportsLine.com. The company's CTN was re-launched as mtvu in 2004. During 2004, Viacom sold one of its radio stations to Spanish Broadcasting System (SBS) in return for a 10% stake in SBS, which marked its entry into the US Hispanic radio market. The company acquired CBS Sacramento affiliate, KOVR-TV 13 from the Sinclair Broadcast Group. Viacom, Inc. Page 7
History In 2005, former Viacom s Board of Directors approved the split of the company into two publicly traded businesses, Viacom and CBS. In the same year, MTV networks acquired Neopets and GoCityKids.com. Also during the year, the former Viacom sold Famous players, its Canadian based theatre chain for approximately $400 million. In the same year, MTV networks acquired substantially all the assets of GameTrailers, including the internet site, GameTrailer.com. During the same year, MTV launched many services including MTV World brand with MTV Desi and MTV Chi; LOGO, a television network for niche audiences; MTV Games, an in-house gaming division that produced and marketed original video game titles; and broadband channels, including MTV Overdrive, VH1's VSPOT, mtvu Uber, Comedy Central's Motherload, and Nickelodeon's TurboNick. During the same year, MTV Networks acquired 97.8% of VIVA Media, Germany's 24-hour dedicated and localized German language music station. In 2006, the company acquired DreamWorks, a leading producer of live-action motion pictures and TV programming. In the same year, Viacom acquired Xfire (www.xfire.com), a gaming and social networking service, for approximately $112 million. The company also acquired remaining 58% interest in BET.com. In 2006, the company acquired Atom Entertainment, a portfolio of four online destinations for casual games, short films and animation, for approximately $200 million. In the same year, Viacom acquired Harmonix Music Systems, the developer of the Guitar Hero video game franchise and other music gaming titles. Additional acquisitions and investments completed during 2006 include Quizilla.com, which operates a social networking website that features surveys, games and advice for young teens; Y2M: Youth Media & Marketing Networks, a publisher of online college campus newspapers; Caballero Television, which operates television stations that serve the Hispanic community; and a controlling interest in Nickelodeon UK. In 2007, Viacom joined the Joost (www.joost.com), the world's first broadcast quality internet television service, as a key content partner to offer full range of brands and programming to consumers on the innovative Joost distribution platform. In the same year, Viacom and Yahoo! formed a multi-year partnership under which Yahoo! would serve as the exclusive provider of sponsored search and contextual ads to all of Viacom's 33 broadband sites, including MTV.com, VH1.com, and Nickelodeon.com. In the same year, Viacom and the TV18 Group created a 50/50 joint venture operation in India, Viacom-18. The strategic alliance includes TV, film and digital media content across numerous brands to build India's leading multi-platform entertainment company. Subsequently, BET Networks, a division of Viacom and Brightcove, an internet TV service provider, partnered to distribute ad-supported internet video channels in the UK. In 2007, MTV Networks International (MTVNI) and Apple entered into an agreement to distribute TV shows from MTV, Nickelodeon and Paramount Comedy channels for purchase and download from the itunes Store in the UK. Also in 2007, Nickelodeon, Viacom Consumer Products and Imation launched Nickelodeon's Npower brand, a consumer electronics product line. Also, in 2007, COMEDY CENTRAL and National Lampoon entered into an agreement for the first broadcast-window premiere rights to a multi-picture package of National Lampoon movies. Towards the end of the year, MTV Networks and AOL entered into an Viacom, Inc. Page 8
History agreement to show clips from MTVN's music, kids and family, comedy and pop-culture brands on AOL Video. In 2008, BET Networks' BET Digital Media Group launched a vertical advertising network focused on music, entertainment and lifestyle content relevant to the urban and African American communities. In the same year, MTVN kids and family group acquired Babunga.com network of parenting sites and integrated into Nickelodeon's ParentsConnect.com. Subsequently, Paramount Pictures created mobile entertainment unit called Paramount Mobile Entertainment (PME) to develop mobile entertainment and alternative distribution models for the studio. Also, in the same year, Nickelodeon/MTVN kids and family group launched three mobile websites that provide easily accessible information and resources to audiences on wireless devices through branded content from Nickelodeon, the N and ParentsConnect. During the same year, BET Networks partnered with Microsoft to offer BET programming content on Xbox 360 through Xbox Live. Also, Viacom's MTVN Entertainment Group launched Atom.com, a digital comedy network that distributes original programming across the internet, handheld devices, gaming platforms, mobile phones and television. In 2008, Paramount Pictures and Marvel Studios, a subsidiary of Marvel Entertainment entered an agreement under which Paramount would distribute Marvel's next five self-produced feature films on a worldwide basis. Subsequently, Nickelodeon launched a new pop culture online dashboard for kids with UPickDaily.com, an online home base for kids to share, vote, poll and post about what they are buzzing about at school or on the playground. Also, in 2008, BET expanded its international reach with the launch of BET in Africa through the GTV agreement. At the end of the same year, COMEDY CENTRAL re-launched Jokes.com, the premier online destination and home for stand-up comedy. In the following year, Paramount Pictures, a unit of Viacom extended its agreement with the Montecito Picture and Cold Spring Pictures. In the same year, Nickelodeon launched iphone and itouch applications in the Apple itunes App Store, featuring content based on iconic television series SpongeBob SquarePants, Dora the Explorer and icarly. Subsequently, Paramount Pictures and Thomson, a provider of services to content creators partnered to create a post production sound facility on the Paramount Hollywood lot. The company changed its fiscal year end from December to September in 2009. In the same year, COMEDY CENTRAL acquired off-net rights to "30 Rock", Emmy Award-winning comedy series, from NBC Universal Domestic Television Distribution. Subsequently, Spike TV and Total Nonstop Action (TNA) Wrestling agreed to a new, three-year extension of their partnership that includes new weekly installments of 'TNA: impact!' and the addition of new original series of specials. Also, in the same year, Target and MTV Networks, partnered to introduce a new online video ad unit called "The Scrubber", a custom video player that allows advertisers to insert brand or product icons into the playback timer and tell a marketing story that unfolds over the course of the viewing experience. In the first quarter of 2010, Paramount Vantage acquired worldwide rights to the new film by Oscar winning documentarian Davis Guggenheim and Participant Media. In the same quarter, the Ultimate Viacom, Inc. Page 9
History Fighting Championship and Spike TV formed a new digital partnership and launched UltimateFighter.com, an ad-supported website that features programming from all 10 seasons of "The Ultimate Fighter", which premiered on Spike in 2005. BET Networks acquired Debmar-Mercury's the Wendy Williams Show for a second season in the US and agreed to air the talk show on its international networks in the UK, Africa and the Middle East in 54 countries, in the second quarter of 2010. In the same quarter, MTV Networks, and Warner Music Group (WMG) formed a multi-year partnership that strengthens MTV Music Group's position in the digital music category while expanding WMG's artist-centered video strategy. In the third quarter of 2010, MTV Networks acquired Social Express, a social gaming development company, marking its entry into the social gaming space. In the same quarter, Nickelodeon acquired the Winx Club TV rights for the US and the pay-tv rights for Latin America, Canada, the UK, Australia, New Zealand and Benelux. Winx Club features the adventures of six magical fairies that are popular with young girls around the world. The agreement also includes the co-development and co-production of seasons five and six of the series. Nickelodeon formed partnership with media content company, Chorion and the publisher, Frederick Warne to develop and produce an animated preschool series based on the characters created by Beatrix Potter in the series, the Tales of Peter Rabbit, in the last quarter of 2010. In the same quarter, MTV Networks acquired the broadcast premiere rights to some of 2010's hit theatrical films from NBC Universal Domestic Television Distribution. Subsequently, Viacom sold Harmonix Music Systems to Harmonix-SBE Holdings, an affiliate of Columbus Nova. In the first quarter of 2011, Universal Pictures International Entertainment (UPIE) and Paramount Home Entertainment International (PHEI) signed an agreement that allows UPIE to distribute Paramount product for home entertainment in Italy. In the same quarter, Spike TV acquired all 52 episodes of the globe-trotting television series, "Three Sheets". Hulu and Viacom formed a new content partnership, in the first quarter of 2011. As per the terms of the agreement, current full episodes and clips of "the Daily Show with Jon Stewart" and "the Colbert Report" will be available on the free ad-supported Hulu.com service and through the Hulu Plus subscription service. In the same quarter, the company acquired a minority interest in Rainbow Group, privately-owned kids animation and consumer products company based in Italy. In the first quarter of 2011, TV Land partnered with Woman's Day, the fourth largest magazine in the US, for the network's comedy program "Hot in Cleveland." In the same quarter, MTV and EXTREMEMUSIC, the production music arm of Sony/ATV launched HYPE PRODUCTION MUSIC: a newly created, hybrid music production and licensing partnership. Subsequently, BET Networks launched interactive TV applications for iphone, ipod touch and ipad. Nickelodeon launched Monkey Quest, a virtual world and massively multiplayer online game (MMOG) featuring console-quality game play, in the second quarter of 2011. In the same quarter, MTV Networks Entertainment Group (MTVNE), a division of Viacom, launched 345 Games, a new video gaming arm of COMEDY CENTRAL and Spike TV. Viacom, Inc. Page 10
History In the second quarter of 2011, Spike TV renewed its partnership with Microsoft for exclusive broadcast coverage of the company's Xbox 360 E3 Media Briefing at the Electronic Entertainment Expo. In the same quarter, Paramount Pictures, Twentieth Century Fox and Lightstorm Entertainment jointly announced to re-release of the movie TITANIC. Subsequently, Paramount Digital Entertainment launched movie applications for Windows Phone 7. COMEDY CENTRAL and the New York Comedy Festival signed a three-year partnership extension to provide the Festival s stellar comedy line-up through COMEDY CENTRAL's multimedia platforms, in the second quarter of 2011. In the same quarter, Nickelodeon launched Team Umizoomi Preschool Math Kits. Subsequently, Nickelodeon and JAKKS Pacific signed a multi-territory master toy license agreement for JAKKS Pacific to manufacture, distribute and market a line of toys and other products based on the animated action and fantasy series, Winx Club. Also, in the same quarter, Nickelodeon launched the first products from Victorious, Nickelodeon's live-action comedy series. In the following quarter, Paramount Pictures launched Paramount Animation, an in-house animation division. In the same quarter, United Negro College Fund (UNCF) partnered with BET to make UNCF's UNCFAn Evening of Stars program. Subsequently, Nickelodeon partnered with Verizon FiOS to offer SpongeBob SquarePants games widget. Viacom and Cablevision Systems reached an agreement to resolve litigation filed in the Southern District of New York related to Cablevision's Optimum applications, in the third quarter of 2011. In the same quarter, Paramount Pictures and Indian Paintbrush jointly announced to co-produce Jason Reitman's LABOR DAY. In the same quarter, TV Land acquired the broadcast rights for the Emmy Award-winning comedy, "the Dick Van Dyke Show. In the following quarter, MTV World, a unit of Viacom, launched MTV Iggy, a multi-platform global music brand connecting America with artists and pop culture phenomena trending around the world. QIYI, a leading Chinese internet video company and Paramount Pictures entered into an online distribution agreement for rights to Transformers: Dark of the Moon in China, in the fourth quarter of 2011. In the same quarter, the company announced the transfer of its stock exchange listing to the NASDAQ Global Select Market from the New York Stock Exchange. In the last quarter of the same year, GameTrailers, the video destination for gaming entertainment and information, launched a new Facebook video application, "GameTrailers Originals." In February 2012, Nickelodeon announced a global broadcast acquisition with Classic Media and Corus Entertainment's Nelvana for the new half-hour series, Life With Boys. In the same month, COMEDY CENTRAL partnered with Running Press, a member of the Perseus Books Group to form a joint publishing program. The joint publishing relationship will release its first title, a holiday-themed novelty book from Denis Leary, in October 2012. Subsequently, Amazon.com signed a licensing agreement with Viacom that will allow Amazon Prime members to instantly stream TV shows from MTV, Comedy Central, Nickelodeon, TV Land, Spike, VH1, BET, CMT and Logo. COMEDY CENTRAL reached a multi-year deal with Sony Picture Television to license the critically-acclaimed comedy series, "Community", in March 2012. In the same month, Viacom Viacom, Inc. Page 11
History International Media Networks and Vocento, the leading communications and multimedia group in Spain, launched new PARAMOUNT CHANNEL in Spain. In April 2012, COMEDY CENTRAL and the Bonnaroo Music and Arts Festival partnered to produce an original one-hour compilation stand-up special at the festival. In the same month, Viacom and WhoSay, a personal media management platform for high-profile film, television, music and sports personalities, announced that Viacom Advertising Sales will serve as the exclusive sales force for WhoSay, a selling inventory for the site. MTV, Musica y Mas, the bilingual/bicultural entertainment destination for Latinos in the US, launched its new blog, "Insight Tr3s", to further expand the knowledge bank on the bilingual/bicultural Latino audience, in May 2012. In the following month, Paramount Pictures acquired the screen rights to "THE DIVINERS," an upcoming novel from New York Times author, Libba Bray. In July 2012, the company signed a long-term agreement to renew carriage with DIRECTV. In the following month, COMEDY CENTRAL entered into an exclusive retail partnership with Urban Outfitters to launch products from "The Daily Show with Jon Stewart," "The Colbert Report" And "Indecision 2012" in stores nationwide and on urbanoutfitters.com. In September 2012, Viacom and Monster, a manufacturer of headphones and electronic accessories, entered into a global alliance to launch a new audio brand, Monster DNA. In the following month, AT&T U-verse TV customers got access to a lineup of full-length episodes from BET, COMEDY CENTRAL, MTV, Nickelodeon, Spike and VH1 on demand, on the web. The new online offering for AT&T U-verse TV customers marked the first "TV Everywhere" offering from AT&T and Viacom. Customers may also have access to Viacom programming on U-verse.com and U-verse apps for smartphones, tablets, and other devices. During the same month, Viacom and Hulu, an online TV service, expanded their content partnership that will bring Nickelodeon programming to the Hulu Plus service. Thereafter, Hulu Plus subscribers can access five recent episodes of currently airing Nickelodeon live action and animated series. In December 2012, Nickelodeon launched Scribble Hero, an arcade-style action game that was made available for download on ios devices. In January 2013, Comedy Central and SiriusXM Radio, a radio broadcaster, entered into a multi-year deal for COMEDY CENTRAL Radio, a 24/7 audio channel consisting of new stand-up and exclusive performances from COMEDY CENTRAL s library In March 2013, Nickelodeon and Fuhu, entered into a multi-year deal to produce and distribute Nickelodeon-themed tablet accessories and nabi Jr. tablets pre-loaded with the network's content. Fuhu is the creator of the nabi tablet and is a designer, seller and innovator of consumer products and services for children. Subsequently in June 2013, Viacom and Twitter entered into a partnership to deliver social video advertising campaigns around the most popular shows and biggest events throughout Viacom's network portfolio, which includes MTV, VH1, CMT, Nickelodeon, COMEDY CENTRAL, TV Land, Viacom, Inc. Page 12
History Spike and more. In the same month, COMEDY CENTRAL launched CC: Stand-Up, a free app for iphone and ipad, available exclusively on the App Store. This video App is a stand-alone extension of COMEDY CENTRAL that brings comedy fans a new stand-up channel, a tool to discover new comics and a platform for sharing comedic content. In the following month, the company signed a multi-year licensing deal with Rubie's Costume, a manufacturer of Halloween costumes and masquerade products, to develop and produce a line of Halloween costumes and accessories and dress up products inspired by the Teenage Mutant Ninja Turtles series. The new line will include Halloween costumes and accessories and dress up products for infants, toddlers, kids and adults, as well as pet costumes. During the same month, COMEDY CENTRAL launched CC:Stand-Up Direct, a new distribution platform that delivers unlimited streams and downloads of uncut, uncensored stand-up specials, further expanding the multiplatform footprint of the brand. Also in the same month, Nickelodeon and Activision Publishing, a wholly owned subsidiary of Activision Blizzard, entered into a new global, multi-year agreement to develop and publish video games featuring pop culture phenomenon, SpongeBob SquarePants. Subsequently in September 2013, Nickelodeon and Clear Channel Media and Entertainment, a media company in the US, launched Nick Radio. Nick Radio will feature music; guest DJ stints by Nickelodeon stars, and Nick-branded entertainment and celebrity interviews. The station will stream on Nick.com, iheartradio.com and the iheartradio digital app. Viacom, Inc. Page 13
Key Employees KEY EMPLOYEES Name Job Title Board Compensation Philippe P. Dauman President and Chief Executive Officer Executive Board 33450824 USD Thomas E. Dooley Chief Operating Officer Executive Board 26298246 USD Sumner M. Redstone Executive Chairman and Founder Executive Board 20417466 USD Shari Redstone Non Executive Vice Chair Non Executive Board 340270 USD George S. Abrams Director Non Executive Board 349377 USD Alan C. Greenberg Director Non Executive Board 229145 USD Robert K. Kraft Director Non Executive Board 229289 USD Blythe J. McGarvie Director Non Executive Board 287157 USD Charles E. Phillips, Jr. Director Non Executive Board 264188 USD Frederic V. Salerno Director Non Executive Board 289068 USD William Schwartz Director Non Executive Board 268030 USD Deborah Norville Director Non Executive Board Cristiana Falcone Sorrell Director Non Executive Board Wade Davis Chief Financial Officer and Executive Vice President, Strategy and Corporate Development Senior Management Van Toffler President, Music and Logo Group Senior Management Doug Herzog President, Entertainment Group Senior Management Robert Bakish President and Chief Executive Officer, Viacom International Media Networks Senior Management Cyma Zarghami President, Nickelodeon Senior Management Debra Lee Chairman and Chief Executive Officer, BET Networks Senior Management Carl D. Folta Executive Vice President, Corporate Communications Senior Management Michael D. Fricklas Executive Vice President, General Counsel and Secretary Senior Management 6779876 USD Brad Grey Chairman and Chief Executive Officer, Paramount Pictures Corporation Senior Management DeDe Lea Executive Vice President, Government Affairs Senior Management James Bombassei Senior Vice President, Investor Relations Senior Management Viacom, Inc. Page 14
Key Employees Name Job Title Board Compensation Scott M. Mills Executive Vice President, Human Resources and Administration Senior Management Viacom, Inc. Page 15
Key Employee Biographies KEY EMPLOYEE BIOGRAPHIES Philippe P. Dauman Board: Executive Board Job Title: President and Chief Executive Officer Since: 2006 Age: 58 Mr. Dauman has been the President and Chief Executive Officer at Viacom since 2006. Prior to joining the company, he was the Co-Chairman and Chief Executive Officer at DND Capital Partners, a private equity firm specializing in media and telecommunications investments, from 2000 to 2006. Prior to co-founding DND Capital Partners, Mr. Dauman served in several positions at Viacom, including as the Deputy Chairman and Executive Vice President. He is a Director at National Amusements, Lafarge and the Kipp Foundation. Mr. Dauman is also a Member of the Academy of Motion Picture Arts and Sciences, a Member of the Business Roundtable and serves on the Executive Committee of the NCTA, the Board of Trustees for the Paley Center for Media, the Board of Trustees of the North Shore-Long Island Jewish Health System, the Executive Committee of the Lenox Hill Hospital and the Board of Trustees and Dean s Council of Columbia University Law School. Thomas E. Dooley Board: Executive Board Job Title: Chief Operating Officer Since: 2010 Age: 56 Mr. Dooley has been the Chief Operating Officer at Viacom since 2010. He previously served as the company s Chief Financial Officer. Prior to joining Viacom, Mr. Dooley was the Co-Chairman and Chief Executive Officer at DND Capital Partners that he co-founded, from 2000 to 2006. Prior to that, he held various corporate and divisional positions at the former Viacom, which he first joined in 1980, including the Deputy Chairman, Member of its Executive Committee and the Executive Vice President, Finance, Corporate Development and Communications. Sumner M. Redstone Board: Executive Board Job Title: Executive Chairman and Founder Since: 2006 Age: 89 Viacom, Inc. Page 16
Key Employee Biographies Mr. Redstone has been the Executive Chairman and Founder at Viacom since 2006. He is the Founder of the company. Mr. Redstone also serves as the Executive Chairman of the Board at CBS. Previously, he served as the Chief Executive Officer at Viacom from 1996 to 2005 and as the Chairman. Mr. Redstone has been the Chairman of the Board at National Amusements since 1986, its Chief Executive Officer since 1967 and also served as its President from 1967 through 1999. He served as the first Chairman of the Board at the National Association of Theatre Owners and is currently a Member of its Executive Committee. Shari Redstone Board: Non Executive Board Job Title: Non Executive Vice Chair Since: 2006 Age: 58 Ms. Redstone has been the Non-Executive Vice Chair at Viacom since 2006. She also serves as the Non-Executive Vice Chair of the Board at CBS. Ms. Redstone has also been the President at National Amusements since 2000, and prior to that, served as its Executive Vice President. She practiced law from 1978 to 1993, with her practice including corporate law, estate planning and criminal law. Ms. Redstone is a Member of the Board of Directors and Executive Committee at the National Association of Theatre Owners; the Co-Chairman and Co-Chief Executive Officer at MovieTickets.com; and the Chairman and Chief Executive Officer at CineBridge Ventures. George S. Abrams Board: Non Executive Board Job Title: Director Since: 2006 Age: 80 Mr. Abrams has been a Director at Viacom since 2006. He is an Attorney at the law firm of Winer and Abrams in Boston since 1969. Prior to that, Mr. Abrams served for three years as the General Counsel and Staff Director at the US Senate Judiciary Committee for Refugees. He is a Trustee at the Boston Museum of Fine Arts and a Fellow and/or Director at a number of other arts and education related boards and foundations. Mr. Abrams is also a Director at National Amusements and Sonesta International Hotels. Alan C. Greenberg Board: Non Executive Board Job Title: Director Since: 2006 Age: 85 Viacom, Inc. Page 17
Key Employee Biographies Mr. Greenberg has been a Director at Viacom since 2006. He is the Vice Chairman Emeritus at JPMorgan Chase. Previously, Mr. Greenberg served as the Chairman of the Executive Committee at Bear Stearns from 2001 until Bear Stearns was acquired by JPMorgan Chase in 2008. He also served as the Chairman of the Board at Bear Stearns from 1985 to 2001, and as its Chief Executive Officer from 1978 to 1993. Robert K. Kraft Board: Non Executive Board Job Title: Director Since: 2006 Age: 71 Mr. Kraft has been a Director at Viacom since 2006. He is the Chairman and Chief Executive Officer at Kraft, which includes the New England Patriots, New England Revolution, Gillette Stadium, Rand-Whitney, and International Forest Products. Mr. Kraft has been the owner of the New England Patriots for the past 10 seasons, and has served as the Chairman at NFL s Finance Committee since 1998. He is also a Director at the Dana Farber Cancer Institute, the Federal Reserve Bank of Boston and the New England Patriots Charitable Foundation. Blythe J. McGarvie Board: Non Executive Board Job Title: Director Since: 2007 Age: 56 Ms. McGarvie has been a Director at Viacom since 2007. She has been the President at Leadership for International Finance since 2003. From 1999 through 2002, Ms. McGarvie served as the Executive Vice President and Chief Financial Officer at BIC. Prior to that, she served as the Senior Vice President and Chief Financial Officer at Hannaford Brothers from 1994 to 1999. Ms. McGarvie is also a Director at Accenture and the Travelers Companies. Charles E. Phillips, Jr. Board: Non Executive Board Job Title: Director Since: 2006 Age: 53 Mr. Phillips has been a Director at Viacom since 2006. He has been the Chief Executive Officer at Infor Global Solutions since 2010. Previously, Mr. Phillips was the President at Oracle from 2003 to 2010 and served as a Member of its Board of Directors and Executive Management Committee from 2004 to 2010. Prior to Oracle, he served at Morgan Stanley s Institutional Securities Division from Viacom, Inc. Page 18
Key Employee Biographies 1994 to 2003, where he was responsible for analyzing the enterprise software industry. Mr. Phillips served as a Director at Morgan Stanley from 2006 to 2010. Frederic V. Salerno Board: Non Executive Board Job Title: Director Since: 2006 Age: 69 Mr. Salerno has been a Director at Viacom since 2006. He is the retired Vice Chairman and Chief Financial Officer at Verizon Communications, a position he held from 2000 to 2002. Prior to that, Mr. Salerno served as the Vice Chairman and Chief Financial Officer at Bell Atlantic (Verizon s predecessor) from 1997. Prior to the merger of Bell Atlantic and NYNEX, he served as the Vice Chairman, Finance and Business Development, at NYNEX from 1994 to 1997. Mr. Salerno was the Vice Chairman of the Board at NYNEX and the President at NYNEX Worldwide Services from 1991 to 1994. He is also a Director at Akamai Technologies, CBS, IntercontinentalExchange and Popular. William Schwartz Board: Non Executive Board Job Title: Director Since: 2006 Age: 79 Mr. Schwartz has been a Director at Viacom since 2006. He has been a Counsel at the law firm, Cadwalader, Wickersham & Taft since 1988. Mr. Schwartz served as the Vice President for Academic Affairs (the Chief Academic Officer) at Yeshiva University from 1993 to 1998, and has been the University Professor of Law at Yeshiva University and the Cardozo School of Law since 1991. He was the Dean at Boston University School of Law from 1980 to 1988, and a Professor of law at Boston University from 1955 to 1991. Mr. Schwartz is an Honorary Member at the National College of Probate Judges. He formerly served as the Chairman at UST and was the Chairman at Boston Mayor s Special Commission on Police Procedures and a Member of the Legal Advisory Board at New York Stock Exchange. Deborah Norville Board: Non Executive Board Job Title: Director Since: 2013 Ms. Norville has been a Director at Viacom since March 2013. She is the Anchor at Inside Edition, a newsmagazine. Prior to Inside Edition, Ms. Norville served as a Correspondent and Anchor at CBS News programs including Street Stories, 48 Hours and the CBS Evening News. Previously, Viacom, Inc. Page 19
Key Employee Biographies she anchored NBC News at Sunrise and was a News Anchor and Co-Host of NBC s Today program. Ms. Norville is a Director at the Broadcasters Foundation of America and National Co-Chair at the Duke University Parents Committee and has been active in a number of other charities, including the Mother's March of Dimes, the Girl Scout Council of Greater New York, and the Rita Hayworth Alzheimer s Association. Cristiana Falcone Sorrell Board: Non Executive Board Job Title: Director Since: 2013 Ms. Sorrell has been a Director at Viacom since March 2013. She is a Senior Adviser to the Chairman at World Economic Forum. Ms. Sorrell also serves as the Principal Consultant, Office of Outreach and Partnership, at the Inter-American Development Bank. Prior to joining the World Economic Forum in 2004, she held positions at the International Labour Organization and Shell. Ms. Sorrell is a Member at the Italian National Press Guild, a Board Member at Internews, a media development not-for-profit organization, and a Member of the Advisory Board at RyTV, an internet broadcasting platform. She is also a Member of the Board of Advisers at Tufts University s Friedman School of Nutrition Science and Policy. Wade Davis Board: Senior Management Job Title: Chief Financial Officer and Executive Vice President, Strategy and Corporate Development Since: 2012 Mr. Davis has been the Chief Financial Officer at Viacom since 2012 and has been the Executive Vice President, Strategy and Corporate Development at the company since 2009. Previously, he served as the Executive Vice President, Strategy and Corporate Development and Senior Vice President of Strategy, Mergers and Acquisitions at the company. Prior to joining Viacom, Mr. Davis was an Investment Banker in the technology and media sectors for more than a decade. Most recently, he was the Managing Director, Co-Head of Investment Banking and Head of Mergers and Acquisitions at ThinkEquity Partners. Prior to ThinkEquity Partners, Mr. Davis was the Managing Principal at Lazard Venture Advisors and the Vice President at Lazard Freres in their Technology, Media and Telecommunications M&A Group. Previously, Mr. Davis was one of the Founding Members at Wasserstein Perella & Company s Technology M&A Group in San Francisco. Van Toffler Board: Senior Management Job Title: President, Music and Logo Group Since: 2004 Viacom, Inc. Page 20
Key Employee Biographies Mr. Toffler has been the President, Music and Logo Group at Viacom since 2004. He is responsible for all music services, including MTV, MTV2, VH1, VH1 Classic, CMT and CMT Pure Country; their affiliated screens and digital services; and Logo. Prior to that, Mr. Toffler served as President at MTV and MTV2 since 2000. In 1999, he oversaw the re-launch of MTV2 and helped guide the acquisition of CTN: College Television Network in 2002, re-launching it as mtvu, the network for college students. Doug Herzog Board: Senior Management Job Title: President, Entertainment Group Since: 2006 Mr. Herzog has been the President, Entertainment Group at Viacom since 2006. Previously, he was the President at COMEDY CENTRAL from 1995 to 1998 and again in 2004. Between 2001 and 2004, Mr. Herzog served as the President at USA Network and prior to that, as the President of Entertainment at FOX Broadcasting during 1998 2000. He joined Viacom in 1984 as the News Director, Music News at MTV, and served in a variety of positions leading up to the Executive Vice President of Programming for the network and President at MTV Productions. Robert Bakish Board: Senior Management Job Title: President and Chief Executive Officer, Viacom International Media Networks Since: 2011 Mr. Bakish has been the President and Chief Executive Officer, Viacom International Media Networks at Viacom since 2011. In addition, he serves as the Chairman of the Board at Viacom 18. Prior to his current position, Mr. Bakish was the President at MTV Networks International. He previously served as the Executive Vice President, Operations at Viacom Enterprises, and prior to that as the Executive Vice President and Chief Operating Officer, MTV Networks Advertising Sales. Prior to joining MTV Networks, Mr. Bakish was the Senior Vice President, Planning, Development and Technology at Viacom. Before joining Viacom in 1997, he was a Partner at Booz Allen & Hamilton in its Media and Entertainment practice. Cyma Zarghami Board: Senior Management Job Title: President, Nickelodeon Since: 2006 Ms. Zarghami has been the President, Nickelodeon at Viacom since 2006. She began her career at Nickelodeon in 1985. Viacom, Inc. Page 21
Key Employee Biographies Debra Lee Board: Senior Management Job Title: Chairman and Chief Executive Officer, BET Networks Ms. Lee is the Chairman and Chief Executive Officer, BET Networks at Viacom. Prior to that appointment, she was the President and Chief Operating Officer since 1996. Ms. Lee joined BET as the Vice President and General Counsel in 1986 after serving more than five years as an attorney at Steptoe & Johnson, a corporate law firm. Prior to that, she served as a law clerk to the late Honorable Barrington Parker of the US District Court for the District of Columbia. Carl D. Folta Board: Senior Management Job Title: Executive Vice President, Corporate Communications Since: 2006 Age: 55 Mr. Folta has been the Executive Vice President, Corporate Communications at Viacom since 2006. Prior to that, he served as the Executive Vice President, Office of the Chairman at the company. Previously, Mr. Folta was the Executive Vice President, Corporate Relations at the former Viacom since 2004. Prior to that, he served as the Senior Vice President of Corporate Relations and the Vice President of Corporate Relations. Mr. Folta held various communications positions at Paramount Communications from 1984 until joining Viacom in 1994. Michael D. Fricklas Board: Senior Management Job Title: Executive Vice President, General Counsel and Secretary Since: 2006 Age: 52 Mr. Fricklas has been the Executive Vice President, General Counsel and Secretary at Viacom since 2006. Prior to that, he was the Executive Vice President, General Counsel and Secretary at the former Viacom since 2000. From 1998 to 2000, Mr. Fricklas served as the Senior Vice President, General Counsel and Secretary at the former Viacom. Prior to 1993, he was the General Counsel of a multinational business in the mining industry and prior to that was in private practice specializing in mergers and acquisition, public and private corporate finance and technology law. Brad Grey Board: Senior Management Job Title: Chairman and Chief Executive Officer, Paramount Pictures Corporation Since: 2005 Viacom, Inc. Page 22
Key Employee Biographies Mr. Grey has been the Chairman and Chief Executive Officer, Paramount Pictures Corporation at Viacom since 2005. Prior to joining Paramount, he was the Chairman at Brillstein-Grey Entertainment, which includes the companies Brillstein-Grey Management, Brad Grey Television and Plan B, a motion picture production company formed by a partnership with Brad Pitt and Jennifer Aniston. DeDe Lea Board: Senior Management Job Title: Executive Vice President, Government Affairs Since: 2006 Age: 47 Ms. Lea has been the Executive Vice President, Government Affairs at Viacom since 2006. Before that, she was the Senior Vice President of Government Affairs at the former Viacom. Previously, Ms. Lea served as the Vice President of Government Affairs at Belo from 2004 to 2005, and as the Vice President of Government Affairs at the former Viacom from 1997 to 2004. Viacom, Inc. Page 23
Major Products and Services MAJOR PRODUCTS AND SERVICES Viacom, Inc. (Viacom or the company ) is one of the leading global entertainment content companies. The company's key products and services include the following: Cable networks Digital media Film production Music publishing Brands: BET Centric CMT Colors COMEDY CENTRAL Game One Logo MTV MTV2 MTVU Nick at Nite Nick Jr. Nickelodeon Nicktoons Palladia Paramount Channel Paramount Comedy Spike TV TeenNick TMF Tr3s TV Land VH1 VH1 Classic VIVA Filmed entertainment: Paramount Pictures Paramount Vantage Paramount Classics MTV Films Viacom, Inc. Page 24