SpringOwl's 99 Page Presentation On Turning Around Viacom

January 2016
How Many Photo Ops Does It Take To Cut
A Stock In Half? Bringing Viacom Back
1370 Avenue Of The Americas – 28th Floor New York, NY 10019 axerri@springowl.com 212.445.7829

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3Confidential | For Discussion Purposes Only |
I. Executive Summary…(4)
I. Company Overview…(5)
II. Lost Decade of Stock Under Performance…(6-12)
III. Absent & Overpaid Leadership…(13-14)
IV. Missing Shift To Digital & Creatively Bankrupt Culture…(15)
V. SWOT Analysis…(16)
VI. Viacom’s Potential and Value Creation Plan…(17-22)
VII. Sum of the Parts Valuation…(23-24)
II. Viacom’s Absent & Overpaid Leadership…(25)
I. Overpaid & Lackey Board …(26-28)
II. Deborah Norville As Independent Director?...(29-30)
III. Astonishing CEO and COO Pay Given Under Performance…(21-
38)
IV. Sumner Redstone An Absent Chair…(39-43)
III. Viacom’s Declining Assets & Creatively Bankrupt Culture …(44)
I. Bloated Cost Structure…(45)
II. Asleep At The Switch In Digital Shift…(46-52)
I. Helping Power Netflix to Eat Viacom’s Lunch
II. Suing YouTube Instead of Using YouTube
III. No Digital investments or M&A
IV. Botching Vice Investment
III. A Creatively Bankrupt Culture…(53-68)
I. Declining Ratings
II. Declining Ad Growth
III. Stale Brands
IV. Departing Executives Leaving A Sinking Ship
IV. Uncertain Future With Dish Networks…(69)
V. Leveraged Overpaying for Stock Buybacks…(70-76)
IV. Proposed Plan To Increase The Share Price…(77)
I. SWOT Analysis…(78)
II. Plan Overview…(79)
III. New Chair & New Board…(80-81)
IV. New Viacom Leadership…(82)
V. Explore Alibaba Pictures / Amazon Investment Into
Paramount…(83)
VI. Explore AMC Asset Merger…(84)
VII. Conduct a Strategic Assessment of Assets…(85)
VIII. Massive Operating Expense Reduction…(86)
IX. Spearhead New Push Into Digital / OTT…(87)
X. New Hit Shows Coming From Transformed Creative
Company…(88)
XI. Viacom’s Meaningful Upside…(89)
V. Appendices…(90)
I. Sum of The Parts…(91-92)
II. Management Overview…(93-94)
III. Board of Directors Overview…(95.90-96)
IV. Shareholder Base…(97-98)
V. Viacom Peers…(99)
Table Of Contents
3

What is Inc.?Financial Snapshot (12/30/2015)
($ in millions, except per share data)
Current Price
52-Week High
52-Week Low
$40.99
$73.51
$36.32
TTM Revenue
TTM EBITDA
TTM Net Income
13,268
4,142
1,920
Market Cap
Cash & ST Investments
Total Debt
Enterprise Value
16,291
506.0
12,565
28,350
EV/Revenue (TTM)
EV/EBITDA (TTM)
EV/EBIT
EV/FCFF
2.1x
6.8x
9.11x
10.5x
Total Debt/EBITDA
Trailing Annual Dividend
Yield
3.0x
3.7%
Viacom, Inc. is a global entertainment content company, which
connects with audiences through compelling television programs,
motion pictures, short-form video, applications, games, brands for
consumer products, social media and other entertainment content.
The company operates business through two segments: Media
Networks and Filmed Entertainment. The Media Networks segment
provides entertainment content and related branded products for
consumers in targeted demographics attractive to advertisers,
content distributors and retailers. It creates, acquires and distributes
programming and other content to its audiences across multiple
platforms. The Media Networks segment produces, finances,
acquires and distributes motion pictures, television programming and
other entertainment content under the Paramount Pictures,
Paramount Vantage, Paramount Classics, Insurge Pictures, MTV
Films, Nickelodeon Movies and Paramount Television brands.
Note: Fiscal year is October-September
Source: Bloomberg & WSJ
Viacom Overview
5

-150.00%
-100.00%
-50.00%
0.00%
50.00%
100.00%
150.00%
200.00%
Jan-06 Jan-07 Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15
Viacom CBS S&P 500
Viacom:
- 3.9%
S&P 500:
+ 59.0%
CBS :
+ 72.0%
Note: As of 12/30/15
Source: Bloomberg
Note: *The Standard & Poors 500 (S&P 500) is a weighted index of 500 stocks. The index is
designed to measure the performance of the broad US economy through changes in the aggregate
market value of 500 stocks representing all major industries.
Lost Decade: Viacom vs. CBS Since 2006 Split
6

-60.00%
-50.00%
-40.00%
-30.00%
-20.00%
-10.00%
0.00%
10.00%
Viacom S&P 500
Viacom:
- 46.9%
S&P 500:
- 1.2%
Source: Bloomberg
Lost Decade: Viacom’s 1-Year Stock Performance
7

-40.00%
-20.00%
0.00%
20.00%
40.00%
60.00%
80.00%
Dec-12 Dec-13 Dec-14
Viacom S&P 500
Viacom:
- 21.4%
S&P 500:
+ 47.1%
Source: Bloomberg
8

-20.00%
0.00%
20.00%
40.00%
60.00%
80.00%
100.00%
120.00%
140.00%
December-10 December-11 December-12 December-13 December-14
Viacom S&P 500
Viacom:
3.0%
S&P 500:
64.2%
Source: Bloomberg
9

Viacom’s Stock Returns Relative To Its Peers
VIAB TWX DIS FOX CBS
5-Year
Returns
+3.0% +100.0% +184.0% +66.0% +145.0%
3-Year
Returns
-28.5% +46.0% +122.0% +26.5% +34.5%
1-year
Returns
-45.6% -20.6% +20.6% -19.9% -11.6%
Chronic Underperformance Against Peers
Note: As of 12/30/2015; We have chosen to use the peer group given by the ISS (Found
in the Appendix) to have the most appropriate evaluation
Source: Bloomberg
10

Company
Enterprise
Value ($M)
Total Revenue
($M)
EBITDA ($M)
EV/EBITDA
(Trailing)
Total Debt /
EBITDA
TWX 77,990 28,560 8,020 9.7x 0.3x
DIS 180,800 52,460 15,640 11.6x 1.2x
FOX 65,290 27,180 6,130 10.6x 3.0x
CBS 30,840 13,660 3,070 10.0x 2.8x
VIAB 28,350 13,268 4,142 6.8x 3.0x
Selected Peer Group
Note: As of 01/13/2016
Source: Bloomberg
11

Viacom’s EV/EBITDA (Trailing) Multiple Relative to its Peers
Company 2008 2009 2010 2011 2012 2013 2014
2015 / Current
TTM
TWX 10.9x 7.8x 7.1x 7.2x 8.5x 11.3x 12.2x 9.7x
DIS 8.2x 8.2x 8.8x 6.9x 9.9x 11.2x 12.0x 11.6x
FOX N/A 6.7x 6.4x 10.4x 14.2x 14.2x 11.7x 10.6x
CBS 4.4x 8.7x 7.8x 7.3x 8.4x 13.2x 10.7x 10.0x
Avg. 7.6x 9.1x 11.2x 8.2x 15x 20x 15x 10.4x
VIAB 6.5x 7.3x 8.7x 6.9x 8.4x 11.3x 10.1x 6.8x
Difference 1.1x 1.8x 2.5x 1.3x 6.6x 8.7x 4.9x 3.6x
Note: As of 12/30/2015
Source: 1. Jefferies, Data: Bloomberg
Mind The Gap Between Viacom & Its Peers
12

The Viacom Board Is Too Large, Too Cozy, and Too Overpaid For Under Performance
 Viacom’s Board of 11 is Among the Largest in the Media Sector
 Deborah Norville – host of CBS-produced Inside Edition – is Classified by Viacom as an Independent Director
 We Believe that Almost 75% of the Board Should be Classified as Not Independent
 Outside Directors are Among the Highest Paid in the Media Sector, Perhaps Explaining their Generosity Towards
Viacom’s CEO and COO
Sumner Redstone is an Absent Chair. It’s No Way To Run a Board
 Part of the Explanation for the Stock’s Chronic Under Performance, in our Opinion, Relative to its Peers is Lack of
Clarity Around the Succession Plans for Sumner Redstone
 Redstone’s Recent Absence From Earnings Calls and Shareholder meetings Only Exacerbate the Discount to the
Stock.
 A New Chair May Help Remove the Heavy Discount Attached to the Stock
Viacom Management Has Under Performed for
Years With No Accountability
13

 Yet, Viacom’s Stock Performance has Been Nearly the Worst Among its
Media Peers Over That Same Period
Wholesale Leadership Change Is Needed Now To Change Non-Creative
Culture
 Viacom Needs a New Chair, CEO, COO, and Board
 The company’s Bloated Cost Structure Lags Behind Peers
 We Believe That a new Board and Management Team Can Put an End
to Viacom’s Disappointing Performance Compared to its Peers
Image: Google Images
Source: 1. Company Fillings (Form DEF 14a), SpringOwl Asset Management LLC
Viacom Management Has Under Performed for
Years With No Accountability
14
The CEO & COO Are Far Too Richly Compensated Given Their Lagging Five- Year Performance
 In the Last 5 Years, Viacom Shareholders Have Paid CEO Philippe Dauman and COO Thomas Dooley a
combined $432 million in compensation1, Far Ahead of Any Other Media Company

Missing The Shift To Digital
& Creatively Bankrupt Culture
Viacom Sped Its Destruction When CEO Dauman Heavily Licensed Content to Netflix In 2011
 Netflix Didn’t Just Come Along and Disrupt Viacom; Viacom Helped Make Netflix as Powerful as it is
 In 2011, Dauman Heavily Licensed Viacom Content to Netflix to Boost Revenues
 In Doing so, he Heavily Trained a Generation of Nick Viewers to go to Netflix for Dora Instead of Nick
Dauman Sued YouTube Instead of Using YouTube to Promote Viacom
 In 2010, Dauman Decided to Sue YouTube for Copyright Infringement
 Since then, Viacom Brands Miss Out on the Opportunity to Promote Themselves on YouTube Compared to Their
Competitors
Viacom Has Been Asleep At The Switch In The Shift To Digital
 Unlike its Peers, Viacom has Made no Investments in Digital Companies or M&A
 Viacom Actually Owned half of Vice Media in 2006 but Decided to Sell it Back to Vice for $3m in 2007; Fox, Disney
& Hearst are Now all Major Investors in Vice
 While Most of their Peers Have Strong Over The Top (OTT) Offerings, Viacom Only has Noggin for Pre-Schoolers
at $5.99 a Month
Viacom Isn’t Going Through A Creative Lull; It’s Creatively Bankrupt
 We Believe Its Most Creative Executives Have Quit
 Its Most Successful Shows Were all Developed Before Dauman Assumed the CEO Role in 2006
 The Viacom Culture Today is: Keep Your High-paying Job With Fancy Perks
Source: SpringOwl Asset Management LLC
15

Weaknesses
 Big Cable Networks in
The U.S.
 Locked in, High Margin
Cash Flows for Next Few
Years Despite Recent
Market Concerns Over
Future of Big Media
 Paramount still a major
studio
 Strong International
Assets
 Lowest of Peers Trough
Multiple – Ability to Move
Up Considerably Relative
to Peers on Good Events
Strengths:
 Controlling Shareholder
 Perceived poor
Management
 Missed Move To Digital
 MTV & Nick Hurt by
SVOD Growth
Disproportionately
 Had No TV Production
Company post-split –
Had to Build from
Scratch
 Smaller Size of
Paramount to Peers
 Over-Levered To
Buyback of Shares
earlier at Inflated Prices
Opportunities
 Change in Management
and Board
 International Growth
 Renewal of Carriage Deals
 Clarity on Controlling
Shareholder
 Digital Growth/Investment
 Merger With an AMC to
Help Strengthen Creativity
and Management Talent
 Alibaba Pictures or
Amazon Investment in
Paramount
 Hit New Shows Can Have
Dramatic Impact
Threats
 Continued Advertising
Decline To Media Sector
and Nick/ MTV/CC
Specifically
 No Renewal with DISH
 Ratings Declines
 General Economic
Slowdown
 Not Possible To Buy
Back Many Shares
Without Threatening
Credit Rating
Viacom Strengths, Weaknesses,
Opportunities, and Threats (SWOT) Analysis
16

We Believe That Viacom is Significantly Undervalued Relative to its Peers and Assets and Can Deliver Material
Returns Over The Long-term For its Shareholders With Changes Made to its Leadership and Board of Directors
 It is Our Belief There is a “Poor Governance” Discount Applied to this Company Relative to its Peers Due to Sumner
Redstone’s Being an absent Chair and a perception of ensconced inferior management
 We Believe Simply Removing the Overhang of the Absent Chair and Bringing in Improved Management Could Result in
a Meaningful Re-rate of the Stock
 There are still Considerable Operating Expenses Which Should be Cut to Bring Viacom Into Line With its Peers
 The Viacom Platform Could Achieve Meaningfully More Ad and Affiliate Fee Revenue With More Hits Stemming From a
Creative Culture Not Occurring Now
 The Company Has Made Minimal Inroads Into OTT and Other Digital Platforms
 It has Made Virtually no Digital Investments or Acquisitions
 We Strongly Support Mario Gabelli’s Recent Public Comments Urging Company to Unlock Value
Yet Viacom Has Meaningful Upside
17

 Step 1: Sumner Redstone to Step Down As Chair
 Step 2: Refreshed Board and New Active Chairman
 Step 3: New Viacom Leadership
 Step 4: Explore Alibaba Pictures/Amazon Investment Into Paramount
 Step 5: Explore AMC Asset Merger
 Step 6: Conduct a Strategic Assessment of Assets
 Step 7: Massive Operating Expense Reduction
 Step 8: Spearhead New Push Into Digital / OTT
 Step 9: New Hit Shows Coming From Transformed Creative Culture at Company
Proposed Plan For Revitalizing Viacom’s Culture
& Stock Price
18Source: SpringOwl Asset Management LLC

We Believe a Focused Three-Part Plan Can Help to Unlock the True Value Embedded Within Viacom:
1. Wholesale Changes of Leadership Including the Chair, the Board, and the Senior Management
2. Aggressive Operating Expense Reduction to Bring the Company’s Expenses in Line With its Peers
3. Recruit New Leaders to Help Spearhead a Revitalized Creative Culture Which Makes Viacom the Epicenter
of Cool Again and Pushes Out its Content to all Digital Platforms
Value Creation Plan
If all aspects of our value creation plan are implemented by the company, we believe
that Viacom’s common shares may trade at between $65 – 95.90/share, or up to 135%
above current levels.

New Chair
 The Difference Between CBS and an average of Disney and Time Warner is the Difference Between Companies
With and Without a Controlling Shareholder
 CBS’ EV/EBITDA Multiple is 10.0x vs. a Disney/Time Warner average of 9.7x
 The Potential Rerating for Removing the Controlling Shareholder as Chair – Applied to Viacom’s EBITDA Stream
Could be an Additional $2.5B in Market Cap or Approximately $7/Share
New CEO
 The Difference Between Viacom and CBS is The Difference Between Good and Bad Management With the Same
Controlling Shareholder in Place
 Viacom’s EV/EBITDA Multiple is 6.8x vs. CBS’ of 10.0x
 The Potential Rerating for “Good” Viacom Management Could be $13.2B in Market Cap or Approximately
$38/Share
Operating Expense Reduction
 Viacom’s Selling, General and Administrative (SG&A) Expenses as a % of Their Revenues are Still Significantly
Higher Than Peers Like Time Warner, CBS And Disney (21% Vs. 16%)
 Bringing These In Line With Peers Would Represent an Additional $400m in Annualized Expense Savings, Most of
Which Would Drop to EBITDA
 Applying a CBS 10.0x Multiple to That Represents Potential Additional Market Cap of $4B or $11.50/Share
Key Drivers To Unlocking Value
In Viacom’s Share Price
20

New Push Into Digital/OTT
 We Assume Even a Modest Push Into Launching OTT Channels (Beyond Noggin Aimed at Pre-schoolers for
$5.99 a Month) Would Result in Additional Market Cap for Viacom of $600M or $1.50/Share
Additional Value From Combining With AMC or Taking Investment in Paramount from Alibaba Pictures or
Amazon, As Well As New Hit Shows
 What we Have Not Factored Into a Future Share Price for Viacom is The Potential Value of Combining Assets
With AMC or Paramount Taking in an Investment from Alibaba Pictures or Amazon
 New Hit Shows That Could get Developed in the Future Thanks to a Newly Revitalized Creative Culture Can Have
an Enormously Powerful Impact on the Stock Price as Josh Sapan has Shown at AMC Over Many Years
 What’s “The Walking Dead” Worth to AMC? A “Homeland” to Showtime? A “Game Of Thrones” to HBO”? Or a
“Daily Show With Jon Stewart” Vs. Trevor Noah to Viacom?
 Changing the Culture to Start Risk-taking Again is in our View the Biggest Potential Upside to the Stock
Key Drivers To Unlocking Value
In Viacom’s Share Price
If all aspects of our value creation plan are implemented by the company, we believe that Viacom’s common
shares may trade at between $65-95.90/share or up to 135% above current levels. Over time, with more hit
shows developed, the share price could move meaningfully higher.

22Confidential | For Discussion Purposes Only |Source: SpringOwl Asset Management LLC
Note: For Illustrative Purposes Only
Viacom May Have Meaningful Upside From
Current Levels
22
$40.90
$7.00
$38.00
$11.50 $1.50 $3.00
$95.90
Current New Chair New CEO Operation
Expense
Reduction
Push Into OTT Potential
Implementation
Costs
Potential Total
Value

23Confidential | For Discussion Purposes Only |Note: As of January 2016
23
Sum Of The Parts Valuation Method

24
Notes On Sum Of The Parts Valuation Method
1. Two days after Jefferies report of 9/15/15, Altice announced its purchase of CVC. Altrice, the owner of Suddenlik, did
not extend its VIAB agreement significantly which increases the risk of CVC not renewing its VIAB agreement,
Jefferies itemizes the financial impact of a loss of DISH distribution of VIAB networks. DISH is under extensive
pricing pressures and we include a probability of a loss of the DISH network.
2. Assuming under different sale scenarios that corporate overhead would reduce from 100% down to 50%
3. Assume any sale of a division or whole company would be to a public company in which VIAB would take stock
without incurring tax
4. More information is needed on Studio and International Ventures to make a real assessment
Notes:
Risks:
1. A strategic sale of the Control Stock only. A strategic buyer would purchase Sumner’s control stock at a premium to
gain control of VIAB; without buying nay minority shares

II. Viacom’s Absent &
Overpaid Leadership

Too Old
 Viacom has the Oldest Directors on Average Compared to Any of Their Media Peers at 66 (Except For CBS)1
 The Average Viacom Director has Been on the Board for 8 Years, Suggesting They Lack a Freshness in Judging
the Company’s Performance
Too Cozy
 We Believe Only 27% of Viacom Directors Can be Considered by Many as Truly Independent
 ISS Said in Their Last Report That : “Investors Generally Prefer That Independent Directors be a Substantial
Majority of the Company's Board.”
Too Large
 Robert Kraft Recently (August 2015) Resigned from the Viacom Board, Leaving 11 Members
 Even After Kraft’s Resignation, this Makes it a Larger Board Than Disney’s, Discovery’s, AMC’s And Netflix’s
Too Overpaid Given Their Chronic & Relative Under Performance
 Viacom’s Outside Directors’ Median Pay Last Year (2014) was $314,000 - Higher Than Disney, Time Warner,
Discovery, Fox , Scripps, and AMC.
 Yet Viacom’s 5 Year Stock Performance is the Worst Among its Media Peers Except for Scripps
Note:1. As of October 2015
Overpaid & Lackey Board
26

Did MTV Get The Idea For Cribs
From The Habits Of Viacom Directors?
27Image: Google Images

28Confidential | For Discussion Purposes Only |Note: As of 12/30/2015
Source: Company Filings (DEF14A);
Bloomberg
5-Year Stock Performance:
Market Cap:
Company:
Viacom’s Board Pays Itself Cribs-like
Compensation
28
$317K
$314K
$299K
$289K
$287K
145.0% 3.0% 184.0% 100.0% 66.0%
$22.B $16B $177B $52B $54B
CBS VIAB DIS TWX FOX
Median BOD Non-Exec Director Compensation 2014

Deborah Norville: The Face of Corporate
Governance of Viacom

 Viacom classifies 3 of its 11 directors as “independent” even though they have ties to VIAB, CBS or Redstone:
• Deborah Norville – host of Inside Edition – is classified as an independent director but the program she hosts is
produced by Redstone’s CBS Television
• Frederic Salerno is classified as an independent director although he has also served on CBS’ board since 2007
• William Schwartz is classified as an independent director but has served on the Viacom and former Viacom boards
since 1987; after 28 years, one certainly loses their independence in judging a company's and its board’s actions
 We Believe Almost 75% of the VIAB board are not independent by a reasonable definition; ISS recommends a
“substantial majority of a board be independent”
 This helps explain why Viacom executive pay has been so high even in the face of underwhelming corporate
performance
Source: ISS Viacom Report
Deborah Norville is an “Independent” Director?
1. The 2015 ISS report urged votes against the entire Compensation and Audit Committees (6 directors total)
vs. 1 director in 2014
2. The ISS “Withhold” recommendations applied to 55% of the current board
30

$313.89M
$243M
$184.1M
$144M $143.54M
145.0% 3.0% 184.0% 66.0% 100.0%
$22.B $16B $177B $54B $52B
Leslie Moonves
(CBS)
Philippe Dauman
(VIAB)
Bob Iger (DIS) Rupert Murdoch
(FOX)
Jeffrey Bewkes
(TWX)
Viacom vs. Peer Group: CEO Total Compensation (2010-2014)
Note: As of 12/30/2015
Source: Company filings (DEF14A)
Market Cap:
CEO/Company:
Astonishing CEO Pay For Under Performance
Is Dauman worth 6x
more than Netflix’s
Reed Hastings?
Is Dauman worth
30% more than
Disney’s Bob Iger?
31
Oh La La! C’est
Trop Cher!

It’s good to be a
professional
manager who works
for Sumner Redstone
Astonishing Top Two Executive Pay For Under
Performance
Market Cap:
Company:
32
Mon Dieu! C’est Pas
Possible!
Note: As of 12/30/2015
Source: Company filings (DEF14A)
$432M
$401M
$237M
$189M
$144M
3.0% 145.0% 184.0% 100.0% 66.0%
$16B $22.B $177B $52B $54B
VIAB CBS DIS TWX FOX
Viacom vs. Peer Group: The Top Two Highest Paid Execs.
Combined Compensation (2010-2014)

160%
113%
58%
24%
10% 0% -4% -7% -12%
-15%
35%
85%
135%
185%
NFLX AMC DIS TWX FOX VIAB CBS DISCA SNI
EBITDA CAGR (2011-2015)
101%
52%
37%
27% 22%
6% -4%
-11% -13%
-20%
0%
20%
40%
60%
80%
100%
120%
NFLX DISCA SNI DIS AMC TWX CBS VIAB FOX
Revenue CAGR (2011-2015)
 Viacom’s Recent Financial Results lag their peers significantly
Why Such high Pay Given
Viacom’s Under Performance ?
33Note: As of 12/30/2015
Source: Company Fillings (10K);
Bloomberg

14,914.0
13,887.0
13,794.0
13,783.0
13,268.0
2011 2012 2013 2014 Current/LTM
5-Year Revenue Trend (In Millions)
-11%
5-Year Revenue
Why Such high Pay Given Viacom’s Under
Performance ?
34Note: As of 12/30/2015
Source: Company filings (10K)

4125
4137
4179
4342
4142
4000
4050
4100
4150
4200
4250
4300
4350
4400
2011 2012 2013 2014 2015
5-Year EBITDA Trend (In Millions)
0%
5-year EBITDA
5-Year OCF
Performance ?
35Note: As of 12/30/2015

5-Year Revenue 5-year EBITDA
-12%
5-Year OCF
2,644.0
2,498.0
3,083.0
2,597.0
2,313.0
2011 2012 2013 2014 FY2015 EST
5-Year OCF Trend
Performance ?
36Note: As of 12/30/2015

Target Bonus
52%
Base Salary
10%
Target Annual Stock Awards
19%
Target Annual PSU's
19%
CashNon-Cash
Philippe
Dauman’s
Expected
Compensation
For
2015-2018
And A Substantial Part of Dauman’s Compensation
is Cash Not Stock
37Note: As of 12/30/2015
Target Bonus
52%
Base Salary
10%
Target Annual Stock Awards
19%
Target Annual PSU's
19%

65% of Dauman’s Pay Last Year Was in Cash vs. Stock
 That Eases the Pain of the Viacom Share Loss of 46% in the Last Year
Misalignment of Pay With Shareholder Performance
 If Viacom’s Stock Performance Lands in the Lowest Quartile of The Standard & Poor’s 500 Index According to his
Plan Dauman Can Still Reap his Stock Award if Earnings Per Share Growth, Helped by Buybacks, Beats the
Average Company in the S&P.1
Dauman’s New Contract Extension Awarded Through 2018 Suggests He Will Be Paid Almost $40m a Year for
the Next 4 Years Even if Viacom Continues to Struggle
 Total Target Annual CEO Comp for Next 3 Years: $39M
 A Minimum of 62% of Pay is Still Expected to be Made to Dauman in Cash1
And A Substantial Part of Dauman’s Compensation
is Cash Not Stock
Source:1.http://www.sec.gov/Archives/edgar/data/1339947/000133994715000009/daumane
mploymentagreemente.html
38

39Confidential | For Discussion Purposes Only | 39
 With Sumner Redstone Absent for the
Last Few Years, and With Dauman
Effectively in Control of his Trust, it’s
Been a Perfect Setup for Dauman and
Dooley to Keep Paying Themselves
Enormous Cash Compensation at the
Expense of Shareholders With Weak
Accountability in Terms of Their
Performance
 The Ideal Scenario for Dauman and
Dooley is That Sumner Lives Forever
(As He’s Promised To Do) and They
Keep Raking it in
 The Most Disappointing Aspect of all this
for Viacom Shareholders is That
Weekend at Bernie’s Was a Fox – and
Not a Paramount - Picture
Forget Weekend At Bernie’s - For Dauman & Dooley,
It’s Been The Last Few Years at Sumner’s

 It’s Time to Clear Up the Uncertainty That has Been Negatively Impacting the Stock
 Redstone Should Step Aside as Chair so That Viacom’s Stock can Get Rid of the Succession Overhang
 When do Shareholders Have Recourse From the SEC to Ensure a Controlling Shareholder is Fit to Stay on?
 The Question of Sumner Redstone’s
Succession has Been Hanging Over the
Stock for 10 Years
 Yet he Refuses to Commit to a Plan or a
Timetable, Saying He’ll Never Die
 He Has Only Listened to Viacom
Earnings Calls Since January 2015; He
Didn’t Attend the VIAB or CBS
Shareholders’ Meeting in March/May2
 He Last Participated on an Earnings
Call (To Say Hello and Pass the Call
Over To Dauman) in October 20141
“Now I'd like to turn the call over to Viacom's CEO, my great, great friend,
the wisest man I have ever known, Philippe Dauman…” 1
– Sumner Redstone
Sumner Redstone Built A Media Powerhouse; But
Shareholders Can’t Have An Absent Chair
40Source: 1. Viacom 3Q14 Earnings Call ; 2.
http://www.latimes.com/entertainment/envelope/cotown/la-et-ct-sumner-redstone-viacom-
earnings-call-20150129-story.html ; SpringOwl Asset Management LLC

 If Donald Sterling was a Controlling Shareholder of a Public
Company and Was Actually Senile, What Could
Shareholders do About it under current securities laws?
 Is it Possible That a Committee of People Behind Redstone
are Putting out Public Statements on his Behalf?
When Sumner Says he “Will Continue To Make All Such Decisions”, What Specific Decisions is he Referring to?
Who’s Behind Sumner Making These Statements?
As I have always said, I believe strongly in professional management and appropriate corporate governance.
Decisions about who will succeed me as chairman of CBS and Viacom will be made by the Boards of the
respective companies, and not by any individual. Despite press reports to the contrary, such decisions have
not yet been made. After my death, my ownership interest in the companies will be overseen by a group of
seven trustees who will make fiduciary decisions based solely on the best interests of the beneficiaries of the
trust. Until that time, I will continue to make all such decisions.
– Sumner Redstone, May 7, 2015 1
Source: 1. http://www.hollywoodreporter.com/news/sumner-redstone-shoots-down-succession-
794132 ; SpringOwl Asset Management LLC

Who’s Behind Sumner Signing Off
On These Decisions?
Source: http://money.cnn.com/2015/11/27/media/sumner-redstone-viacom-cbs-dispute/

 Upon The Death of Redstone, his Interests Will be Overseen by a Group
of Seven Trustees Controlling his 80% Interest of National Amusements
Which in Turn Controls CBS and Viacom:
• Philippe Dauman
• David Andelman (CBS Director)
• George Abrams (Viacom Director)
• Shari Redstone
• Tyler Korff (Shari’s Son)
• Norman Jacobs (Lawyer For Sumner)
• Leonard Lewin (Lawyer For Shari’s Mom)
Philippe Dauman Effectively Controls Viacom After
Redstone’s Death
 Therefore, Dauman, Andelman, Abrams, and Jacobs Effectively Control the Trust With Their One
Additional Vote (Assuming Jacobs sides with Dauman)
 If Andelman, Abrams and Jacobs Agree, it Appears That Dauman is Set to Lead Viacom for Another 40
Years if he Lives as Long as Sumner
 Viacom Shareholders Can’t Stand Another Year Under Dauman’s Leadership

III. Viacom’s Declining
Assets & Creatively
Bankrupt Culture

 Viacom’s SG&A as a % of its Revenue is 4.4 Points Higher Than Time Warner, CBS or Disney
• 21.0% vs. 16.6%
• At $13.2B of Annualized Revenue, Dropping Viacom’s SG&A Costs to be in Line With Time Warner, CBS,
and Disney Would Reduce Annualized Expenses by Over $400M
 Dauman Has Said a Recent $786M Restructuring, Which Was Completed by April 1, 2015, Will Only Lead of
To a Drop of $250M In Annualized Expenses:1
 Therefore, SG&A Costs Will Remain Far Above Peers
 In Q2 This Year – After Dauman’s Re-org Was Completed - SG&A Costs Dropped, but Only Because Q2
Revenues Sagged so Much in Comparison to the Prior Year
Bloated Cost Structure Compared To Peers
Viacom Still Needs to Reduce Headcount by Another 10% to Bring it in Line With Peers
45Source: 1. http://adage.com/article/media/viacom-s-dauman-restructuring-save-250-
million/297513/ ; Company Fillings (10Q); SpringOwl Asset Management LLC
21%
17% 17% 16%
0%
5%
10%
15%
20%
25%
Viacom CBS TWX Disney
Viacom vs. Peer Group: SG&A/Rev (2015 / LTM)

Asleep At The Switch In Digital Shift: Helping
Power Netflix To Eat Viacom’s Lunch
“[Dauman] took a short-term financial gain beginning in 2011 by selling kids TV hits
including SpongeBob to Netflix. That now appears to have backfired by encouraging young
viewers to abandon Nickelodeon and other ad-supported channels and go online where they
can watch shows whenever they want, without ads.”1
46Source: 1. www.deadline.com/2015/08/viacom‐philippe‐dauman‐heir‐apparent‐1201493629

“Those ad-free platforms are becoming more appealing as Viacom channels make
up for the decline in ratings points by cutting back on programming minutes and
packing in additional commercials. By one count, time devoted to ads on BET in
primetime was up 15% in Q2 vs the period last year, while MTV and VH1 were up
11%. Nickelodeon’s ad time increased 6% from 7 AM to 7 PM.”1
Asleep At The Switch In Digital Shift:
Helping Power Netflix To Eat Viacom’s Lunch
To date, Viacom has yet to announce a large OTT offering – except for Noggin
geared to toddlers – like CBS, Showtime or HBO
47Source: 1. www.deadline.com/2015/08/viacom‐philippe‐dauman‐heir‐apparent‐
1201493629

Viacom Brands’ Subscribers On
YouTube:
4.6M
862K
548K
237K
86K
Maybe a Reason Viacom Avoids YouTube is Because Dauman Sued YouTube for $1B In 2010 for
Copyright Infringement
Suing YouTube Instead of Using YouTube
“[Dauman] sued YouTube to force it to take down unauthorized clips from Viacom shows at a time
when others (such as Saturday Night Live) recognized the platform’s power to build followings.”1
48
Non-Viacom Brands’ Subscribers on
YouTube:
10.3M
6.4M
2.9M
1.7M
629K
Note: As of 12/30/2015

No Viacom Bets On The Future Like Its Peers
Acquired: 2014
Acquired: 2014
Invested: 2015
&
Acquired: 2014
&
“Where is MTV in the online music
revolution?”
one executive asks.
“Where’s Nickelodeon in kids’ gaming?
They should have been there.”1
The last time that Viacom was involved in
gaming was when Redstone invested in
Midway Games (owner of Mortal Kombat
franchise) last decade; he eventually wrote it
off
Source: SpringOwl Asset Management LLC; 1. http://deadline.com/2015/08/viacom-philippe-
dauman-heir-apparent-1201493629/

On September 6, 2006, the Day After Firing Viacom CEO Tom Freston for Presumably not Buying MySpace:
Asleep At The Switch In Digital Shift: Redstone
Hired Dauman and Dooley in 2006 To Do This
"I would rather . . . tell you that we--Philippe, Tom Dooley and I--will seek out every sensible deal,
whether it be in the digital space or otherwise, and we are determined not to let it get out of our
hands”….
[Dauman’s & Dooley’s recent private equity investment experience will give them] "important insights
that will enable us to better navigate the digital transition and prudently capture the enormous
opportunities that are clearly out there.“ – Sumner Redstone.
Talking about the digital opportunity in front of them at Viacom [in September 2006], Philippe Dauman
told analysts: “We have to be more plugged in.” 1
Yet What Investments or Digital Acquisitions has Viacom Made in The Last 10 Years Since These Empty
Promises?
50Source: 1. http://articles.chicagotribune.com/2006‐09‐06/business/0609060273_1_tom‐
freston‐mtv‐networks‐philippe‐dauman

Major Investors Today in Vice:
Botched Vice Investment
Freston
Orchestrated a
50/50 Joint Venture
Between Viacom
and Vice for
VBS.Tv (an Online
TV Network of
Vice) 1
Viacom put in $3m of
Operating Costs in
Exchange for the
50% Stake,
According to Former
MTV Networks Exec
Jason Hirschhorn2
After Freston was
Fired, he Helped
Vice Buy the Stake
Back From Viacom
Completely - for the
Same $3m That
Viacom Had Put in
Vice Media Raised
$500m in 9/2014
and Another
$200m 12/2015 at
$4.5B Valuation3
2006
Had They Kept Their Stake, Viacom’s $3m Investment Would be Worth
$2.1B Today
2015
2007
VIACOM HAS NO STAKE IN VICE
51
Source: 1. http://www.forbes.com/forbes/2012/0116/strategies‐tom‐freston‐viacom‐vice‐media‐revenge.html ; 2.
http://www.bloomberg.com/news/articles/2015‐08‐11/viacom‐ceo‐dauman‐loses‐3‐4‐billion‐betting‐on‐his‐own‐
company ; 3. Angel List

Valuation($M)Asleep At The Switch In Digital Shift: Oops!
Vice Is Most Valuable New Media Company In World
$4,500
$2,230
$1,500 $1,460 $1,300
$624 $475 $442
$250 $120
“I want us to be the next
MTV, ESPN, and CNN rolled
into one” (2013) 1
Vice CEO:
Shane Smith
Source: 1. http://www.ibtimes.com/time-warner-seeks-buy-vice-media-22b-report-1596550

Paramount Has Lost Significant Market Share
11%
10%
11%
11%
12%
12%
13%
13%
14%
Paramount Revenue Market Share %
2013 2014
13%
5
3
0
1
2
3
4
5
6
Paramount Productions In Top 30
Grossing Films List
2013 2014
A Creatively Bankrupt Culture: Media Networks &
Paramount Losing Subscribers & Share
53Source: Statista

 Viacom’s Media Networks Increasingly Seen by Cable Operators as Not “Must Have”
• Small Operators Focusing on Providing Broadband (and Voice) Relationships
• To Compound this Problem, None of Viacom’s Networks are on Sling TV’s Lineup or Verizon’s Custom
TV’s Base Package
• Viacom Could be Facing The Loss of Cablevision (Now Owned by Altice Which Owns Suddenlink) and
DISH
Have Not Renewed Contracts With Viacom Since 2014:
 1.43 Million Subscribers (2014)
 Since Suddenlink Dropped
Viacom, Estimated 2.9%
Incremental Defection of
Subscribers1
In 2014, Viacom Was Dropped By 60
Rural Cable Operators2
 730 Thousand Subscribers
(2015)
 Since Cable One Dropped
Viacom, Estimated 3%
Defection of Subscribers1
60 CABLE
OPERATORS
A Creatively Bankrupt Culture: Media Networks &
Paramount Losing Subscribers & Share
54
Source: 1. http://www.fiercecable.com/story/will-dish-and-others-join-suddenlink-and-cable-one-
dropping-viacom-one-firm/2015-08-20 ; 2. http://www.wsj.com/articles/viacom-60-cable-firms-
part-ways-in-rural-u-s-1403048557

A Creatively Bankrupt Culture:
Media Networks’ Ratings Have Aggressively Declined
55
-26%
-21%
-24%
-16%
-14%
-11%
-5%
-30%
-25%
-20%
-15%
-10%
-5%
0%
MTV
Comedy
Central Nick at Nite Spike BET VH1 TV Land
Viacom Media Networks Viewership in 2015 (Year-Over-Year)
Source: Nielsen

Viacom Is No Longer An Industry Leader
56Source: Nielsen Viewership, in millions from 12/29/14 to 12/20/15, including 7-day
DVR-delayed viewing
1. ESPN 2.12 -7%
2. Fox News 1.84 +3%
3. USA 1.80 -16%
4. TBS 1.79 -1%
5. Disney 1.72 -10%
6. TNT 1.71 -14%
7. Discovery 1.55 +11%
8. HGTV 1.50 +11%
9. History 1.49 -19%
10. AMC 1.38 +4%
1. The Walking Dead (AMC) 19.5
2. Fear Walking Dead (AMC) 11.8
3. Game of Thrones (HBO) 9.5
4. Amer. Horror Story (FX) 6.7
5. Rizzoli & Isles (TNT) 6.6
6. Better Call Saul (AMC) 6.5
7. Into the Badlands (AMC) 6.5
8. Talking Dead (AMC) 6.1
9. Major Crimes (TNT) 5.9
10. Gold Rush (Discovery) 5.7
Top 10 Basic-Cable Networks Top Cable Series
Viacom Networks Are Not Currently On The List; Will They Be There In a Few Years?

The New Daily Show’s Ratings Under Host Trevor Noah are in For the Last Few
Months 1:
 According to Nielsen, the Show has Managed to Turn Off a Full 37% of his
Predecessor’s Viewers
 Trevor Noah is Down 32% in the all Important 18-49 Viewing Demo
 Among Men 18-49, Noah Lost 42% of Last Year’s Viewers (577K Viewers To
332K Viewers) in the First Week
 Viacom Specifically Chose the 31 Year Old Noah Thinking That his Youth
Would Attract Millennial Viewers; After 1 Week’s Worth of Data, That
Assumption Appears Wrong.
 It’s a Shame the Still Young Jon Stewart Could Not Be Convinced by
Viacom to Stay on
Source:1.http://www.thewrap.com/trevor-noah-first-month-daily-show-comedy-central-michele-ganeless-digital-tv-ratings-twitter/
Trevor
Noah
A Creatively Bankrupt Culture: New Daily Show
Ratings Declines Should Terrify Viacom Investors
57
Michele Ganeless
Comedy Central President
“I couldn’t be
happier” 1

0
200
400
600
800
1000
1200
1400
2012 2013 2014 2015E 2016E 2017E
MTV Spike Nickelodeon Comedy Central
 Viacom has been trailing the industry in ad growth for 5 years now
 Ad sales are down 7% in the most recent quarter1
2012-2017E Media Networks Net Advertising Revenue (In Millions)2
Nickelodeon: -23%
MTV: -27%
Comedy Central: -23%
Spike: -22%
Declining Ad Growth Ahead Of Peers
58
Source:1. Company Fillings (10Q); 2. Bloomberg

 Over the Last Few Years, Dauman has Been Trying to Convince Investors and Advertisers That his Nielsen
Ratings are Inaccurate by Creating New Metrics to Follow
 So Far, the Response From Advertisers and Wall Street has Been Deep Skepticism
 Maybe It’s Because They’ve Heard Him Say this Before
A Creatively Bankrupt Culture: Dauman Claims
Viacom’s Low Ratings Must Be Wrong
“We’re going to have about 50 percent more original programming than the
same quarter last year and a lot of great new shows,” he says, “so I think you’ll
will see improvement in the very short term.”1
Mr. Dauman Says Nickelodeon’s Ratings Decline is Partly A Result of Changes
at Nielsen and That he Expects the Situation to Turn Around.
59
September 2012:
Source: 1. http://www.nytimes.com/2012/09/23/business/media/philippe-dauman-the-man-who-would-be-redstone.html?_r=0

A Creatively Bankrupt Culture: Dauman Claims
Viacom’s Low Ratings Must Be Wrong
In Q4 2011, Dauman Said That a 3rd Party Set Top Box Was Picking Up Different Ratings’ Data Than Nielsen Was for
Nickelodeon. He Claimed Then That They Were Working on Proving That Theory That Nick’s Ratings Weren’t Down as
Much as Reported:
On Nickelodeon, you mentioned third party set top box data showing
something different than the drop that Nielsen is showing. Can you just give us
a sense of whether that third party set top box data is showing Nickelodeon
ratings flat or up or just not declined as much as Nielsen? I'm just sort of
curious relative to the 15% to 20% decline that Nielsen is showing.1
Because we're working very closely with Nielsen and MRC, I don't want to go into
too much detail, but let's just say that we wouldn't have had to have any
conversation with either of them based on the set top box data that they are
examining. That's the reason everybody believes there's an anomaly1
Question
Answer
60Source: 1. 4Q11 Earnings Conference Call

In Q1 2015, Viacom’s Ad Sales Fell 5% From the Year Ago Period
 Dauman Was Asked in April on the Earnings Call About How Q2 Ad Sales Would do
 Dauman Said That he Believed the June Period Ad Sales Could Deliver “A Comparable Performance” to the
First Three Months of this Year
 Q2 Sales Actually Fell 9%1
According To Derek Baine, a Senior Analyst at SNL Kagan, in Q2 2010, Cable Outlets Owned by Others Including
Comcast, Discovery, Scripps, Cablevision and Time Warner Saw Ad Revenue Increase 13% To 21%, While Those
Owned By Viacom's Grew Only 4%, as Such, The Viacom Channels Were "Trailing The Industry," He Added.
 In Response:
A Creatively Bankrupt Culture: Viacom Has Said
Ad Sales Are Just About To Improve – For 5 Years
As the French Say:
“PLUS ÇA CHANGE, PLUS C'EST LA MÊME CHOSE”
After a CEO is Consistently Unable to Predict the Future, Why Believe Him?
61Source: 1. Company Fillings (10Q); 2.
http://adage.com/article/media/spike-s-supersized-ad-breaks-buck-tv-s-clutter-busting-trend/14
5853/
“Viacom executives indicated in a recent conference call with investors that they were ‘encouraged’ by
ad-sales momentum in the third quarter, thanks to new programs on MTV and Comedy Central.”2

What do you do when Ad Growth Stalls?
At Spike, They Started Stuffing More Ads Into Their Shows as Early as 2010:
Source:
http://adage.com/article/media/spike-s-supersized-ad-breaks-buck-tv-s-clutter-busting-trend/14
5853/
Viacom Pioneered Ad Stuffing Back In 2010
“Spike TV has turned the venerable commercial break into a commercial marathon.
During certain broadcasts of "Entourage," the Viacom cable channel has quietly
run ad breaks ranging anywhere from six minutes in length to something
approaching an eyebrow-raising 10 minutes in total. In some cases, the ad breaks
are longer than segments of the show, episodes of which have in recent weeks
taken as long as 48 minutes to run.”
62

A Creatively Bankrupt Culture: Viacom’s CEO
Message – Milk Existing Hits, Don’t Create New Ones
Source: 1. http://deadline.com/2015/08/viacom-philippe-dauman-heir-apparent-1201493629/
2. http://deadline.com/2015/08/viacom-philippe-dauman-heir-apparent-1201493629
“He ran the sprockets off of established hits
when he should have invested more to develop
fresh content and franchises. At one
point SpongeBob SquarePants represented
40% of Nickelodeon’s airtime.”1
“The company stuck with inexpensive
reality TV productions after their novelty
began to wear off. Viacom “built
franchises that lasted a decade — such
as SpongeBob, Dora The Explorer and Jon
Stewart — but hasn’t reinvested for the
21st century,” says one executive who
knows the company well. “It’s jaw-
dropping.””2
63

Images: Google Images Source: 1.
http://www.nytimes.com/2012/09/23/business/media/philippe-dauman-the-man-who-would-be
-redstone.html
64
Why the channel needed both “The Daily Show With Jon Stewart”
and “The Colbert Report,” according to a person briefed on the
meeting.”1
In an Early Meeting With Comedy Central, Mr. Dauman asked:
Dauman Got Double His Wish With Both Hosts Decamping Viacom Last Year

Images: Google Images
Source: 1.
http://www.nytimes.com/2012/09/23/business/media/philippe-dauman-the-man-who-would-be
redstone html
65
“The investor-focused approach keeps Wall Street bullish on Viacom but raises questions
about whether creative executives feel comfortable throwing audacious ideas against the
wall…. “You have people who are fearful of their jobs and their livelihood, and the chances of
someone taking a chance in that scenario are very small,” Mr. Juenger, the analyst, says. Or, as
a media executive close to Viacom puts it: “The sense over there is, ‘I like the private plane and
I don’t want to get fired.’ “1

First aired:
09/84
First aired:
03/93
First aired:
04/00
First aired:
05/92
First aired:
10/05
First aired:
11/89
First aired:
05/06
First aired:
07/96
First aired:
03/97
First aired:
08/97
Dauman’s Start Date As Viacom CEO: September 2006
Coincidence That All Cool Viacom Shows
Were Developed Before Dauman Started?
66Images: Google Images

2010 2011 2012 2013 2014 2015
VMAS Kids Choice Awards
Dramatic Drop in Popularity of the VMAs and Kids’ Choice Awards
 MTV VMA Ratings Down 40% Y/Y this Year and 18% the Prior Year1
 Some Speculate this will this be the Last Year for the Expensive Award Show2
 Nick’s Kids’ Choice Ratings Were Down 28% Y/Y3
 While the Grammys Have Flat Viewership in the Last 5 Years and the Oscars Have
Seen a 10% Drop, the VMA’s are Down 55% and Kids Choice Awards are Down 50%
Source:
1. http://www.billboard.com/articles/news/6685050/2015-vmas-ratings-drop-miley-cyrus
2. http://www.billboard.com/articles/events/vma/6678718/vmas-shutting-down-rumors-2015;
3. http://headlineplanet.com/home/2015/03/31/ratings-nickelodeons-kids-choice-awards-show-falls-sharply-this-year/
5M
11M
8M
4M
VMAS & KCA Total Viewers (2010-2015)
25M 25M
41M
37M
Oscars & Grammys Total Viewers (2010-2015)
Down 5% on Avg.
Down 53% on Avg.
Viacom Tentpole Award Shows Got Slimed
67
2010 2011 2012 2013 2014 2015
Oscars Grammys
A Viacom Investor

Departing Viacom Executives Leaving A Sinking Ship
Judy McGrath Van Toffler Susanne Daniels
Resigned as Head
of MTV Networks in
2011 to Join
Amazon’s Board
Departed the
Company in April
,2015 and Launched
a Content and
Acquisition
Company Named
Below the Radar
Departed the Company
in Summer 2015 to Join
YouTube in a Newly
Created Position
Leading the Platform’s
Original Content
Efforts
Head Of MTV Networks President of Viacom Media Programming President of MTV
Stephen Friedman
Departed the
Company in
September 2015 to
Join Pro-social
Campaign Work
President of MTV
Images: Google Images

Uncertain Future With DISH Network
Source: 1
http://seekingalpha.com/article/3669026-dish-network-dish-charles-william-ergen-on-q3-2015-
results-earnings-call-transcript?part=single
There's a lot of interest around Viacom in your upcoming contract renewal. How are those
talks going, and is there a chance the two sides decide to part ways?
Viacom has been a long-term partner, so it'd take a lot for us not to do a deal with them, but
they have to be realistic that their ratings have deteriorated over the last three years or four
years in some cases in a material way... my challenge to our team is look for every reason
that you can do a deal with Viacom. And we're not really looking at the – internally, we're not
looking at the alternative of not doing a deal with them. It's just that we know what your
measurement is; we know within our consumer base, what people watch and place a value
on. We know there's alternatives for their product today that weren't there three years ago or
four years ago. You can get kids programming on YouTube and Netflix and it's quite good,
and some of it's even Viacom product. So the world has changed a little bit, but on the other
hand, they have great content. They still are a big part of what we have done, and they've
helped us. I think we are a pretty loyal company. They've helped us be successful, so it
would take a lot for us to not do a deal, but those things can happen
Charles William
Ergen
- Executive
Chairman,
President & CEO
Shalini
Ramachandran
The Wall Street
Journal
69

 Viacom has Spent $15.2B in the Last 5 Years on
Buybacks at an Average Cost of $60.621
 For all That Money, Viacom’s Stock is up 3% Over Those
5 Years vs. 64% for the S&P 500
 Over Same Period, Disney Has Spent $24.1B On
Buybacks and Time Warner has Spent $21.2B On
Buybacks 1
 Disney’s Stock is up 184% Over the Last 5 Years
 Time Warner’s Stock is up 100% Over the Last 5 Years
Total Buybacks
Year Shares Value AVG Price ($)
2011 19,679,000 899,954,000 46.5
2012 14,149,000 700,054,000 49.6
2013 33,675,000 2,699,984,001 77.7
2014 10,420,000 849,965,000 82.3
Total $ 77,923,000 $ 5,149,957,002 64.0
Current VIAB Stock
(12//2015) 41.38
Value Destruction Per
Share (22.62)
Total Value Destruction $ ($1.8B)
Source: 1. Bloomberg; Data: Company Fillings (10Q); 2.
http://www.bloomberg.com/news/articles/2015-08-11/viacom-ceo-dauman-loses-3-4-billion-
betting-on-his-own-company
Leveraged Overpaying for Stock Buybacks
“What exactly are they doing to embrace the rapidly changing habits
of youth culture…. Buybacks? Without a plan just buybacks at a
loss.”2
Jason Hirschhorn,
Former Chief Digital Officer of
Viacom’s MTV Unit in
MediaREDEF

Did Buybacks Help Strengthen Viacom
or Hollow It Out?
“We cannot stop thinking about the remarkable similarities between the story of
Eastman Kodak and our view of Viacom. Basically two examples of once-
dominant companies where the product that provides the majority of their
profits (film; linear TV networks) is made obsolete by a digital world.
Consumers are taking more photos than ever, and watching more video than
ever—but using different underlying technologies with radically different
economics and value chain structures.”1
Todd Juenger
Senior Analyst, U.S Media
Sanford C. Bernstein
Source:1.http://www.broadcastingcable.com/blog/currency/viacom‐not‐pretty‐picture‐analyst
‐says/142716

Did Buybacks Help Strengthen Viacom
or Hollow It Out?
Source:1.http://www.broadcastingcable.com/blog/currency/viacom‐not‐pretty‐pictu
re‐analyst‐says/142716
Instead of Buying Over‐priced Shares
in Their Structurally Challenged
Assets, They Could Have Remodeled
Their Company to Better Withstand
the Future.
For $14.5 billion, They Could Now
Own Some Combination of:
Had They Taken That Different Course, the
Share Price May Never Have Reached $88 in
2014, but we Suspect it Would be Much More
Promising for 2017 and
Beyond.”1
$14.5 billion on Share
Buybacks
Since January 2011, Viacom Spent:
OR

73Confidential | For Discussion Purposes Only |Note: As of 12/30/2015
Source: Bloomberg
Too Bad Viacom Doesn't Have Lower Leverage
Now To Do Buybacks: Total Debt/EBITDA
73
4.0x
3.0x 3.0x
2.8x 2.8x
0
0.5
1
1.5
2
2.5
3
3.5
4
4.5
AMC VIAB FOX CBS TWX

 Because Viacom Misallocated Capital Before, They Have Fewer Bullets in the Chamber Now to Buy Back
Stock at These More Attractive Levels
 Viacom Suspended Buybacks Earlier this Year But Plans on Resuming Them in 2016
 How Much Can Viacom Buy Back Without Risking its BBB Credit Rating, Which Dauman Pledged on the
August Earnings Call Not to Jeopardize?
 Meanwhile, Disney in September 2015 Went in to the Market and Bought Back $2.4B of its Own Stock on
the Recent Pullback1
 Viacom Cannot Act as Opportunistically
Too Bad Viacom Doesn’t Have Lower Leverage
Now To Do Buybacks
Source: 1. http://money.cnn.com/2015/09/11/investing/disney‐bought‐stock‐media‐
espn‐star‐wars/ ; SpringOwl Asset Management LLC

When Media Boards Bring On Strong Independent
Directors, It Benefits The Stock
Fox Recently Nominated ValueAct’s Jeff Ubben to Their Board on September 30th, 2015:
"Jeff will bring to our board a great perspective as a global investor and a shared belief in
building long-term value for shareholders," Executive Co-Chairmen Rupert Murdoch and
Lachlan Murdoch stated. 1
The Market Responded the Day of the News by Boosting Fox Shares 4.6% on a Day Where the S&P 500 Was up 2.3%
Image: Google Finance
Source: 1. http://www.businesswire.com/news/home/20150929006037/en/21st‐Century‐Fox‐
Nominates‐Jeffrey‐W.‐Ubben ; SpringOwl Asset Management LLC

How Many Photo Ops Does It Take
To Cut A Stock In Half?
76Images: Getty Images & Google Images

IV. Proposed Plan For
Revitalizing Viacom’s
Culture & Its Share Price

Weaknesses
 Big Cable Networks in
The U.S.
 Locked in, High Margin
Cash Flows for Next Few
Years Despite Recent
Market Concerns Over
Future of Big Media
 Paramount still a major
studio
 Strong International
Assets
 Lowest of Peers Trough
Multiple – Ability to Move
Up Considerably Relative
to Peers on Good Events
Strengths:
 Controlling Shareholder
 Perceived poor
Management
 Missed Move To Digital
 MTV & Nick Hurt by
SVOD Growth
Disproportionately
 Had No TV Production
Company post-split –
Had to Build from
Scratch
 Smaller Size of
Paramount to Peers
 Over-Levered To
Buyback of Shares
earlier at Inflated Prices
Opportunities
 Change in Management
and Board
 International Growth
 Renewal of Carriage Deals
 Clarity on Controlling
Shareholder
 Digital Growth/Investment
 Merger With an AMC to
Help Strengthen Creativity
and Management Talent
 Alibaba Pictures or
Amazon Investment in
Paramount
 Hit New Shows Can Have
Dramatic Impact
Threats
 Continued Advertising
Decline To Media Sector
and Nick/ MTV/CC
Specifically
 No Renewal with DISH
 Ratings Declines
 General Economic
Slowdown
 Not Possible To Buy
Back Many Shares
Without Threatening
Credit Rating
Viacom Strengths, Weaknesses,
Opportunities, and Threats (SWOT) Analysis
78

 Step 1: Sumner Redstone to Step Down As Chair
 Step 2: Refreshed Board and new Active Chairman
 Step 3: New Viacom Leadership
 Step 4: Explore Alibaba Pictures/Amazon Investment Into Paramount
 Step 5: Explore AMC Asset Merger
 Step 6: Conduct a Strategic Assessment of Assets
 Step 7: Massive Operating Expense Reduction
 Step 8: Spearhead New Push Into Digital / OTT
 Step 9: New Hit Shows Coming From Transformed Creative Culture at Company
Proposed Plan For Revitalizing Viacom’s Culture
& Stock Price

 It’s Time For a New Chair to Lead Viacom
 Sumner Redstone Should Step Down As He’s Been An Absent Chair for too Long
 His Replacement Should be a Strong Independent Voice Qualified With a Strong Background in Both Media and
Digital/Technology
 The Difference Between CBS and an average of Disney and Time Warner is the Difference Between Companies
With Good Management and Ones With No Controlling Shareholder
 CBS’ EV/EBITDA Multiple is 10.0x vs. a Disney/Time Warner average of 9.7x
 The Potential Re-rate for Removing the Controlling Shareholder as Chair – Applied to Viacom’s EBITDA Stream
Could be an Additional $2.5B in Market Cap or Approximately $7/Share
Step 1: New Viacom Chair
If all aspects of our value creation plan are implemented by the company, we believe that
Viacom’s common shares may trade at between $65-95.90/share or up to 135% above
current levels.
80Note: 1. As of 12/30/2015

 We Strongly Urge All Viacom Directors With Withhold Recommendations From ISS Last Year to Immediately Step
Down
 We Would Also Like to See New Directors Who Have Deep and Relevant Experience in Both the Media Worlds as
Well As in the Digital and Technology Worlds
 We Want to See Directors on this Board Who Actually Understand OTT and Where the World has Already Moved to
 The Directors Must Be Strong Independent Thinkers and not Beholden to Anyone from years of serving on the
Viacom board
 Viacom should also have shareholders with relevant experience on its board. Mario Gabelli has shown himself to
have several strong ideas on how to best create value at the company. A shareholder perspective should be part of
all board discussions
Step 2: Refreshed Board With Deep Digital /
Technology and Media Experience
current levels.

 We Believe That in Order to Allow a Creative Culture to Sprout at Viacom Again, it Requires a New CEO
 There Must Be a Break From the Past Lost Decade of Overpaying for Underperformance
 Nothing Truly Will Happen to the Viacom Stock Price Until New Leadership Creates a String of New Hit
Programming That Will Support Strong Affiliate Revenues and Ad Revenues
 The Difference Between Viacom and CBS is The Difference Between Good and Bad Management With the Same
Controlling Shareholder in Place
 Viacom’s EV/EBITDA Multiple is 6.8x vs. CBS’ of 10.0x
 The Potential Re-rate for “Good” Viacom Management Could be $13.2B in Market Cap or Approximately
$38/Share
Step 3: New Viacom Leadership At The Top
current levels.

 Mario Gabelli Recently Suggested this Idea:
Step 4: Explore Alibaba Pictures or Amazon
Investment Into Paramount
83
“If Alibaba is going to be serious about getting into the entertainment industry, Viacom should sell Jack
Ma a piece of Paramount… Jack Ma has a great understanding of the Chinese movie market.”1
 Paramount’s Only Major Hit of 2015:
Produced in Association With Alibaba Pictures
 Jack Ma just bought Youku in Order to Have a Netflix-
like Service Across China; He Needs Content
 Combining Forces With Alibaba Pictures Could Give
Paramount a Unique Story for Filmmakers Over the
Next 20 Years on How Their Films will get Promoted in
China
 Amazon is building its own studio in Hollywood and just
released a Spike Lee film
Highest
Grossing
2D Film
Ever in
China1
Source: 1. http://www.hollywoodreporter.com/news/major-viacom-shareholder-wants-alibaba-845579

Step 5: Explore AMC Asset Merger
84
 Again, 10% Class A Shareholder Mario Gabelli Recently Suggested this Idea:
“It would be opportunistic to build up their creative content… Distribution is important, but content is
king.”1
 We Find Enormous Merit to this Idea; a Combination With AMC Networks is Particularly Interesting From Several
Perspectives:
1. AMC is a Small but Successful Independent Set of
Channels Which Complement Viacom’s Media
Networks’ Offering and can achieve Greater Scale
Domestically and Internationally as Part of Viacom. At
the moment, Sapan is trying to negotiate higher
affiliate revenue deals and meeting resistance. Scale
would help.
2. Josh Sapan has Been an Exceptionally Strong CEO
at AMC Since 1995, Leading a Pipeline of Creative
Hits Over Many Years and Cycles
3. Sapan Could be Part of the Solution to Viacom’s
Creative and Digital 10 Year Paucity Of Innovation
Source: 1. http://www.hollywoodreporter.com/news/major-viacom-shareholder-wants-alibaba-845579

Step 6: Conduct a Strategic Assessment Of
Viacom Assets
85
 How Can We Accentuate the Strengths we Have With the International Assets?
 Look to Divest Spectrum
 Strategic Reassessment – Which Aspects of Viacom Might Make More Sense Under Different Ownership?
 Paramount is Building its Own TV Production Unit From Scratch, After it Went to CBS in the 2006 Split
 Should Paramount Acquire Another Studio Like Lionsgate and do an inversion?
 Should Paramount be Sold?
 What’s The Real Value of the Domestic and International Media Networks Businesses?
 What are Most Undervalued?
 Which Might be Best Swapped for Other Assets?

Viacom’s common shares could trade at between $65-95.90/share, or up to 70% above
current levels.
SG&A Expenses as a
% Of Revenues:
Dropping SG&A Would
Save Viacom Annually:
21%
16%
Viacom Peer Group
$400M
Applying A Time Warner
9.7x Multiple Would
Represent Additional
Market Cap Of:
Current State: What We Propose:
$11.50/share
Step 7: Massive Operating Expense Reduction

 We Assume Even a Modest Push Into Launching OTT Channels (Beyond Noggin Aimed At Pre-schoolers for $5.99
A Month) Will Result in Additional Market Cap for Viacom of at Least $600 Million or $1.50 a Share
Step 8: New Push Intro Digital / OTT
87
 NBC Universal has Recently Launched Seeso – A
Comedy SVOD – for $3.99 a Month
 Whalerock Industries – Led by Lloyd Braun– Which
Recently Handled the Kardashian Apps, Offers a Model
for What the New Kind of Digital MTV Should Look Like
 Why Can’t Viacom Offer a String of SVOD Services / Apps for its Audience?
 Viacom Totally Missed Out on the Vice Media Opportunity That Fell Into and Then Out of Their Laps; the Only Thing
You Can do Now is Find The Next One Out There to Back to Utilize Media Networks’ Strengths in TV (Where,
Ironically, All the Digital People Want to Be)

 What we Haven’t Factored Into a Future Share Price for Viacom is the Potential Value of New Hit Shows That get
Developed in the Future Thanks to a New Creative Culture
 What’s “The Walking Dead” Worth to AMC? A “Homeland” to Showtime? A “Game of Thrones” to HBO? Or a “Daily
Show With Jon Stewart” vs. Trevor Noah to Viacom?
 How Much in Additional Affiliate Revenue Fees, Increased Advertising, and Better Future Deals With Cable/Satellite
Operators do New Hits Mean to Viacom’s Stock Price?
 Since June 2011, AMC Networks’ Stock is up 118% the Dow Jones Average Being up 41% and Viacom Being Down
21%
 AMC Shows the Model of How Consistent Development of Several Hit Shows can be Transformative to the Value of
a Cable Network Business Even in the Face of Cord-Cutting Fears
Step 9: New Hit Shows Coming From A
Transformed Creative Culture At The Company
Viacom’s common shares could trade at between $65-95.90/share, or up to 135% above
current levels.

89Confidential | For Discussion Purposes Only |Source: SpringOwl Asset Management LLC
Note: For Illustrative Purposes Only
Viacom May Have Meaningful Upside From
Current Levels
89
$40.90
$7.00
$38.00
$11.50 $1.50 $3.00
$95.90
Current New Chair New CEO Operation
Expense
Reduction
Push Into OTT Potential
Implementation
Costs
Potential Total
Value

V. Appendices
Viacom Management & Board Composition
Viacom Shareholder Base
Viacom Peers

91
Sum Of The Parts Valuation Method

92
Notes On Sum Of The Parts Valuation Method
1. Two days after Jefferies report of 9/15/15, Altice announced its purchase of CVC. Altrice, the owner of Suddenlik, did
not extend its VIAB agreement significantly which increases the risk of CVC not renewing its VIAB agreement,
Jefferies itemizes the financial impact of a loss of DISH distribution of VIAB networks. DISH is under extensive
pricing pressures and we include a probability of a loss of the DISH network.
2. Assuming under different sale scenarios that corporate overhead would reduce from 100% down to 50%
3. Assume any sale of a division or whole company would be to a public company in which VIAB would take stock
without incurring tax
4. More information is needed on Studio and International Ventures to make a real assessment
Notes:
Risks:
1. A strategic sale of the Control Stock only. A strategic buyer would purchase Sumner’s control stock at a premium to
gain control of VIAB; without buying nay minority shares

Corporate Governance Profile
Source: ISS Report (03/16/15)

Board Profile

Board Compensation Profile

Executive Compensation Profile

Class A Common Stock Ownership Profile

Class B Common Stock Ownership Profile

ISS Peer Groups

SpringOwl's 99 Page Presentation On Turning Around Viacom

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