Filed by Viacom Inc., pursuant to Rule 425
under the Securities Act of 1933, as amended.
Subject Company: Viacom Inc.
Commission File No.: 001-09553
On September 13, 2005, Tom Freston, Co-President and Co-Chief Operating Officer of Viacom Inc., used the below slides in connection with his presentation at the Merrill Lynch Media and Entertainment Conference.
Cautionary Statement Regarding Forward-Looking Statements:
This presentation contains both historical and forward-looking statements. All statements, including business outlook, that are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause the actual results, performance or achievements of Viacom to be different from any future results, performance and achievements expressed or implied by these statements. There may be additional risks, uncertainties and factors that Viacom does not currently view as material or that are not necessarily known. The risk factors set forth in Viacom’s previous news releases and filings with the Securities and Exchange Commission could affect future results, causing these results to differ materially from those expressed in Viacom’s forward-looking statements. The forward-looking statements included in this presentation are made only as of the date of the live presentation, and Viacom does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. You should not rely on the continued accuracy of any information contained in the presentation after the date of the live presentation.
This presentation contains information relating to the proposed separation of Viacom into two publicly traded companies. In connection with the proposed transaction, Viacom intends to file a Registration Statement on Form S-4 with the SEC. Investors and security holders are urged to read the Registration Statement and related materials that are filed with the SEC when they become available, because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain copies of these documents, and other documents containing information about Viacom, without charge, at the SEC’s website at www.sec.gov.
Any other information relating to the presentation may be found at Viacom’s corporate website on the internet at www.viacom.com.
An Integrated Approach
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Cable Networks |
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Consumer-Focused |
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Digital / Interactive |
Filmed |
Investment Thesis
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Creator of premiere global entertainment brands and content |
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Clear leadership in cable networks worldwide |
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Studio provides revitalization and worldwide expansion opportunity |
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Positioned to capitalize on digital platforms and leverage infrastructure to create new brands |
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Strong EPS and free cash flow generation |
Key Operating Philosophies
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Culture of creativity and innovation |
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Obsessive consumer focus – strong connection with specialized audiences |
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Methodically evolve brands built on compelling content |
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Extend demographic positions into new markets and platforms |
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Leverage global position |
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Best in class operations / financial discipline |
The Leading Worldwide Cable Network Group
MTVN & BET
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• Strong creative heritage |
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• Leadership in key operating metrics |
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• 111 channels |
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• 430mm households |
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• 17 languages |
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• 95 websites/broadband networks |
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• 18,000 programming hours in library |
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• Strong financial track record |
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The Leading Worldwide Cable Network Group
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Global Reach |
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USA - - 26 Channels
MTV
MTV
MTV2
MTV Desi
MTV Espanol
MTV Hits
MTV Jams
MTV Puerto Rico
mtvU
VH1
VH1
VH1 Classic
VH1 Country
VH1 Megahits
VH1 Soul
VH1 Uno
NICKELODEON
Nickelodeon
Nick at Nite
Nick GAS
Nicktoons TV
Noggin
CMT
COMEDY CENTRAL
LOGO
SPIKE TV
TV LAND
BET
BET
BET GOSPEL
BET HIP-HOP
BET JAZZ
CANADA
TV LAND
EUROPE / MIDDLE EAST / AFRICA - 57 Channels
MTV
base (Africa)
Denmark
España
European
France
Germany (MTV2 Pop)
Italia (MTV Brand
New, MTV Hits)
Netherlands
Nordic
Polska (MTV Classic)
Portugal
Romania
Russia
UK / Ireland (MTV base, MTV Dance, MTV Hits, MTV2)
VH1
UK (VH2, VH1 Classic)
European
NICKELODEON
Cyprus
Espana
European
Israel
Italia
Netherlands (Nick Jr.)
Nordic
Portugal
UK (Nick Jr, Nick Replay, Nick Toons TV)
TMF
Flanders
Netherlands (TMF Pure, NL, Party)
UK
PARAMOUNT COMEDY
Italia
Spain
UK (1, 2)
VIVA
Germany (Viva+)
Hungary
Polska
Switzerland
GAME ONE
France
Israel
THE BOX
Netherlands
ASIA / PACIFIC - 20 Channels
MTV
Australia
China
India
Indonesia
Japan
Korea
Mandarin
Philippines
Southeast Asia
Thailand
VH1
Australia
India
Indonesia
Thailand
NICKELODEON
Asia
Australia
(Nick Jr Australia)
India
Japan
Philippines
LATIN AMERICA - 7 Channels
MTV
Brasil
MTV (North)
MTV (South)
VH1
Latin America
NICKELODEON
Brasil
Nickelodeon (North)
Nickelodeon (South)
The Leading Worldwide Cable Network Group
Key Growth Drivers
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Advertising Growth |
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Programming Success |
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Multiplatform Extensions |
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Secure Distribution |
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International Expansion |
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New Brands & Franchises |
The Leading Worldwide Cable Network Group
Advertising Continuing to Migrate to Cable
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• Beneficiary of more targeted advertising environment |
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• Opportunity to exploit value gap versus broadcast |
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• Improvements in enabling infrastructure facilitate ad buys |
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• Significant opportunity for many of our networks |
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• Continued ratings success |
The Leading Worldwide Cable Network Group
Proven Programming Formula Drives Ratings Success
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KIDS |
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TEENS & YOUNG ADULTS |
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ADULTS |
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Source: Nielsen, Season to date
The Leading Worldwide Cable Network Group
Multiplatform Model: MTV Example
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Television Channels [LOGO] |
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VOD [LOGO] |
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Internet/Broadband [LOGO] |
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Wireless [LOGO] |
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Consumer Products, Games, DVD’s [LOGO] |
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Films [LOGO] |
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The Leading Worldwide Cable Network Group
Secure Distribution and Growth
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Affiliate Agreements [LOGO]
The Leading Worldwide Cable Network Group
Expanding Global Footprint
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TERRITORIES |
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LANGUAGES |
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HOMES |
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The Leading Worldwide Cable Network Group
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BRANDS |
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PLATFORMS |
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AD SHARE |
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REVENUE |
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The Leading Worldwide Cable Network Group
Creating New Brands & Franchises
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Gay and lesbian network |
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Caribbean music and lifestyle network |
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Four U.S. customized ethnic networks |
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Wireless platform in Japan |
Additional brands in development
Strong and Rapidly Growing Digital Presence
Digital / Interactive
MTV
mtv.com
mtv.co.uk
mtv.it
mtv.de
mtv.ru
mtv.nl
mtv.fr
mtv2.co.uk
mtv.es
mtv.pl
mtve.com
mtv.ro
mtv2.com
mtv2europe.com
mtv.com.br
mtvla.com
mtvjapan.com
mtvasia.com
mtv.co.kr
mtv-china.com
mtvindia.com
mtvthailand.com
mtvchinese.com
mtv.com.au
mtvcanada.com
european.mtve.com
broadbandmtv.com
mtv2pop.de
mtveurope.com
mtvringtones.com
mtvnews.com
mobilemtv.com
VH1
vh1.com
vh1.co.uk
vh1e.com
vh1savethemusic.com
vh1musicstudio.com
vh1classic.com
vh1megahits.com
vh1soul.com
vh1country.com
vhuno.com
vh1.com.au
vh1la.com
NICKELODEON
nick.com
nickjr.com
nick-at-nite.com
nickelodeon.com.au
nickjr.com.au
nick.co.uk
nickjr.co.uk
teachers.nick.com
gas.nick.com
mundonick.com
noggin.com
nickelodeon.nl
nickelodeon.be
nickelodeon.se
nickelodeon.dk
nickelodeon-es.com
the-n.com
MTVU
mtvu.com
TMF
tmf.be
tmf.nl
PARAMOUNT
paramount.com
paramountclassics.com
OTHER
bet.com
cmt.com
cmtcanada.com
spiketv.com
staying-alive.org
tvland.com
tvlandcanada.com
comedycentral.com
gameone.net
neopets.com
WIRELESS
China Mobile
Do Co Mo
Flux
J-Phone
Motorola
Optus
Singtel
T-Mobile
Verizon
Virgin Mobile
Vodaphone
3 G
Strong and Rapidly Growing Digital Presence
Key Growth Drivers
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Consumer |
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Leverage consumer usage and advertiser acceptance |
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Digital/Interactive |
Migrate |
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Extend existing brands to reinforce position and broaden participation |
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Expand |
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Develop/acquire brands to exploit new behaviors/build demographic positions |
We will continue to build / buy / partner
Strong and Rapidly Growing Digital Presence
Neopets: Extending Kids Leadership Position Online
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• Cements leadership position with kids/youth demo
• Creates kids on-line ad market leader
• Opportunity to transform existing consumer licensing business
• Meets all financial hurdles
Rebirth of Paramount Pictures
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• Iconic studio with rich history
• Deep library
• Strongest summer in history
• New leadership:
Brad Grey, Gail Berman,
Rob Moore, Tom Lesinski
Rebirth of Paramount Pictures
Key Growth Drivers
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New |
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Entertainment |
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International |
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Exploit Home |
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Rebirth of Paramount Pictures
Cable Networks + Film = A Powerful New Combination
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[LOGO]
• DEMOGRAPHIC ALIGNMENT
• MTVN / BET lead in 2-34’s
• Core audience that opens and drives movies
• CREATIVE / MARKETING
• Tap into “built-in” audience and global marketing advantage
• Great talent connections
• Benefit from consumer insights
• HOME ENTERTAINMENT
• Market share expansion
• Increased TV product on DVD
• Unique made for DVD Product
Rebirth of Paramount Pictures
New Motion Picture Model
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• A Balanced Portfolio of Films, Which Includes Comedies, Prestige Films and Tent-Pole Movies to Anchor Our Slate
• Paramount Is Becoming A Home To The Best Talent In The Business
• Grow The Nick Movies And MTV Films Brands
Rebirth of Paramount Pictures
New Global Vision
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• Retain more film rights
• Build wholly owned theatrical and television distribution capabilities
• Cultivate local language productions
• Add additional international distribution depth in Eastern Europe and Asia
Rebirth of Paramount Pictures
Fully Realize Home Entertainment Potential
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• Exploit industry growth – mine film and TV library
• Pursue smart acquisitions of content
• Grow share of made-for-video segment
• Expand distribution beyond existing retail channels
Rebirth of Paramount Pictures
Worldwide Home Entertainment Consumer Spending
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Source: Nielsen
Rebirth of Paramount Pictures
Growing Market Share
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CATALOG on DVD |
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TV on DVD |
Source: Nielsen
The New Viacom:
Value Creation
[LOGO]
• Focus on sustainable revenue, EPS and FCF growth
• Invest in driving growth in core businesses
• Pursue fiscally responsible, targeted acquisitions
• Enhance free cash flow generation
• Appropriately lever capital structure
• Initiate substantial share repurchase program
• Improve marginal ROIC
The New Viacom:
A Company to Own
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• Best-in-class brands and multiplatform content
• Proven track record of creative innovation and growth
• Significant opportunity to invest in and expand franchises worldwide
• Great management team focused on creating shareholder value