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Viacom, Inc. (NASDAQ:VIA)

Q4 2008 Earnings Call

February 12, 2009 8:30 am ET

Executives

Jim Bombassei - Senior Vice President of Investor Relations

Sumner Redstone – Chairman

Philippe Dauman - President and CEO

Tom Dooley - Chief Administrative Officer and CFO

Jimmy Barge - Controller and Head of Tax and Treasury

Analysts

Michael Nathanson - Sanford Bernstein

Benjamin Swinburne - Morgan Stanley

Jessica Reif-Cohen – Bank of America Securities-Merrill Lynch

Spencer Wang - Credit Suisse

Jason Bazinet – Citi

Tuna Amobi - Standard & Poor’s

Imran Khan – JP Morgan

Operator

(Operator Instructions) Welcome to the Viacom Fourth Quarter 2008 Earnings Release Teleconference. I would like to turn the call over to the Senior Vice President of Investor Relations, Mr. Jim Bombassei.

Jim Bombassei

Thank you for taking the time to join us for our fourth quarter and full year earnings call. Joining me for today’s discussion are Sumner Redstone, our Chairman; Philippe Dauman, our President and CEO; Tom Dooley, Chief Administrative Officer and CFO; and Jimmy Barge, Controller and Head of Tax and Treasury.

Please note that in addition to our press release we have slides containing supplemental information available on our website. Before we begin let me refer you to page number two in the web presentation and remind you that certain statements made on this call are forward looking statements that involve risks and uncertainties. These risks and uncertainties are discussed in more detail in our filings with the SEC. Reconciliations for non-GAAP financial information discussed on this call can be found in our earnings release or on our website.

Now I’ll turn the call over to Sumner.

Sumner Redstone

Viacom’s results, like nearly every company here and all around the world reflect the harsh economic climate that took hold in the second half of the year and particularly in the fourth quarter. We are clearly in one of the most pronounced economic troughs in generations. Indeed, I may be the only person on the call who has been around long enough to remember the last time we experienced the kind of economic challenges all of us are facing today.

My long experience also gives me great optimism. I am hopeful that this recessionary period will be short lived. I am certain of one thing; Viacom will weather this storm and emerge even stronger than ever before. The reason for my confidence is particularly because Viacom has all the attributes necessary to win, particularly in these challenging times.

We have a clear focus of content, we have the creative fire power to keep the hits coming, we possess powerful brands that move across platforms and command audience loyalty here and all around the world and most important, a resourceful and highly strategic management team, with the experience and with the skill to keep Viacom on the right course. Indeed, Viacom’s current strength in this environment is a tribute to Philippe and to Tom as well as to the entire management team.

Now, since I know many of you are interested in the status of negotiations between National Amusements and its creditors let me give you a brief update on the ongoing process. I want to remind you that National Amusements is more than just a holding company. National owns and operates movie theatres with more than 1,500 screens in the United States, United Kingdom and Latin America and Russia.

Unlike most of National’s competitors our operations are built for the most part on land that National owns. That’s something which I have insisted on from the beginning and that provides National with valuable real estate assets.

As I mentioned in November, as a result of the unprecedented combination of a covenant issue and the extraordinary market dislocation, National took the highly unusual step of selling a limited amount of Viacom and CBS non-voting shares. Since that sale, I can confirm that National has not sold and does not expect to be required by its lenders to sell any additional shares of CBS and Viacom, not a share.

A committee of National’s directors who have no executive role at either Viacom or CBS is working closely with National’s advisors and their creditors to reach a resolution. Constructive dialogue is continuing and I must tell you it has been very substantial progress since I last spoke to you. Indeed, I have been advised that an agreement acceptable to all parties is now within reach. Naturally, because the discussions are continuing, I cannot comment further. I ask that you hold your questions on this topic for now.

Now I want to thank you and turn this over to my good friend, that great executor, Philippe Dauman.

Philippe Dauman

We all know that 2008 was a difficult year for everyone and that these difficulties are persisting as we begin 2009. The economic downdraft hit hard in the later part of the year and we were not excluded. At the same time, we made strong progress at Viacom in strengthening our brands, our content, our organizational structure and our financial position.

Even as we performed well during the first part of the year, we recognize the serious threats to the economy as we approached mid year. We took a number of actions right away to temper the near term affect and prepare for tougher times ahead. While no one predicted just how far the economy would fall or the pace that decline I believe our early actions helped to mitigate the impact on our businesses.

During periods of uncertainty, among the most important assets are a strong balance sheet and a strong cash position. We focused on this early and will continue to do so. I have confidence that our early and decisive action and our continuing vigilance from aggressive cash management to prudent investments in the business to restructuring the organization position us well to operate effectively without diminishing our focus on building the long term value of our brands.

Even in adversity there is opportunity. For those of us in the business of entertainment we have historically had a product that people turn to in times of uncertainty. We are taking advantage of this opportunity by continuing to build our distribution model, growing our business with our traditional cable and satellite partners and leveraging new technologies to deliver content to audiences wherever they happen to be.

We’re exporting our brands into new marketplaces and finding new ways to monetize them. For example, we just announced 14 new applications on the iPhone including Sponge Bob Tickler, MTV News and Comedy Central Jokes.com. These applications have minimal development costs yet promising revenue potential over time.

Being ubiquitous while remaining absolutely authentic strengthens the exceptional connections we have with our audience and our scale and focus are tremendous assets particularly in difficult times. We have the unique ability to offer comprehensive solutions to our marketing partners, allowing them to communicate effectively with specific demographics in a timely fashion. Our scale and pivotal position with our distribution, marketing and production partners will serve us well in this environment.

We are managing Viacom to take full advantage of the opportunities that exist today and to quickly capitalize on those that will rise in the future. We don’t see macro economic improvement on the horizon just yet. The economy overall continues to soften and visibility, particularly in the ad market is still very limited. What I can say is Viacom is competitively well positioned for these difficult times and will be well positioned when the economic tide begins to rise. Despite the orgy of pessimism prevalent of late the economic tide in our economy and our industry will rise again.

Let’s move to a brief review of our fourth quarter and full year results. I’ll go through what’s happening in our Media Networks and Filmed Entertainment segments, Tom will wrap it up with a more detailed review of the numbers and trends, then we will open it up to your questions.

Previously announced restructuring and other charges we took in the fourth quarter had a substantial impact on our reported results for the quarter and the year. We also had a number of adjustments to our 2007 results. During our call this morning Tom and I will refer to the adjusted numbers unless we specify otherwise.

Consolidated revenues grew 9% to $14.63 billion for the year and they were flat during the fourth quarter at $4.24 billion. Media networks revenues were up 8% for the year and 1% in the quarter. Advertising revenues remained soft during the fourth quarter as marketers continued to pull back on spending.

However, despite a continuing dramatic decline in the overall economy our advertising revenues held relatively firm following the reduction felt in the third quarter. Worldwide advertising revenues were up 1% for the year and declined 3% during the fourth quarter. Domestic ad revenues were flat for the year and down 3% for the quarter.

Affiliate fees grew 12% for both the year and the fourth quarter, reflecting rate and subscriber increases across our core channels. Worldwide ancillary revenues increased 32% for the year and were flat versus the prior years fourth quarter primarily as a result of soft consumer product sales. Full year revenues in the film entertainment segment increased 10% to $6.03 billion driven by growth in theatrical revenue. For the quarter revenues declined 2% principally reflecting lower home entertainment revenue.

We announced a restructuring initiative in early December that was designed to better align our cost structure with the changing environment. This resulted in an aggregate of $454 million in charges. We expect these actions to save approximately $200 million this year. In addition, we have eliminated merit increases for senior executives across the company in 2009 and continue to take additional steps to contain costs.

Viacom’s net earnings from continuing operations on an adjusted basis were $1.5 billion for the year down 6% from 2007. For the quarter net earnings from continuing operations on an adjusted basis were $464 million a 16% decline over the prior year. Adjusted diluted EPS from continuing operations were $2.38 for the year and $0.76 for the fourth quarter.

We generated substantial cash, $1.75 billion in free cash flow for the year in a very tough environment. We have not purchased any shares under our share buyback program since December 31, 2008, when we reached our normal seasonal free cash flow peak. We will continue to evaluate and calibrate our buyback activity as circumstances evolve.

Now let me get into our segment performance, first Media Networks. All of our activities remain focused on the long term strategy of nurturing our great brands, finding new and profitable ways to extend those brands and creating new ones. Our deep connection with so many different demographics is what continues to make our brand so valuable to our distribution and marketing partners.

The affiliate sale side of our business had a very good year in 2008, generating low double digit revenue growth in each of the fourth quarters. We substantially increased our VOD offering with several distribution partners and expanded distribution of our emerging networks such as MTV, VH1 Soul and Logo as well as our HD simulcast.

We’re continuing to leverage new distribution platforms to increase where and when our audiences can access our programming such as our recent deal to provide mobile feeds to AT&T’s new in vehicle entertainment service. We’re going to make certain content available to Sling Media’s, Clip+Sling. We have already successfully concluded several major renewal agreements for this year.

As I have pointed out before, our networks attract more than 20% of the ad supported cable viewing audience but garner only about 8% of the fees. That said, it is clear from our discussions that cable and satellite partners recognize the value of our programming and our marketing efforts on their behalf. We feel quite comfortable in our ability to continue to grow this part of our business.

Our advertising results clearly reflect the overall downturn in the economy. Certain networks delivered solid growth across platforms and a few were challenged by combination of factors including the economy and rating softness. We were very pleased to see steady progress in a relatively new CP ratings our networks ranked number one compared with other programmers portfolios indexing in a 97.9 commercial retention rate.

Internationally, our organic advertising revenues were strong relative to domestic but the foreign exchange impact negated much of the growth. As I said, visibility is quite limited. Our up front commitments for Q1 are firm. Over the last two weeks we have seen an option exercises for Q2 starting to trend higher.

The major uncertainty relates to volume in the scatter market as the year progresses. It is clear that while as cable network owners we are in a more favorable media segment than most, advertising comps are likely to get worse before they get better. With our strong brands and innovative marketing initiatives we can still command industry leading prices but ratings do matter. We have solid ratings at many of our networks and we’re making demonstrable progress at our other channels.

Let me update you on a few of our networks. Nickelodeon is a blockbuster brand that continues to distance itself from its competition. On television 2008 was Nick’s most watched year ever with total viewers and it was the number one cable network among all kids’ demos for total day for the 14th consecutive year. Nick at Nite delivered 12 consecutive months of double digit year over year ratings growth.

We’re continuing to expand Nick’s influence with a whole family through initiatives such as ParentsConnect.com. The strength of this brand, across platforms has allowed Nick to expand its outreach to new marketing categories, offering advertisers the opportunity to create broad multi-platform campaigns that effectively reach both parents and kids.

Two thousand nine will bring a number of exciting new initiatives where one that you will hear about above and below sea level is the 10th anniversary of Sponge Bob. This is a brand whose appeal crosses many demographics and we’ll be capitalizing on that appeal in all new ways. There will be new content, a special documentary, musical forays, uniquely held partnerships and limited edition consumer products. The ultimate Sponge Bob online destination and special events throughout the year. This will be a year to soak up all things Sponge Bob.

Comedy Central is another example of a brand that we are continuing to grow with great success. The network had its highest rated fourth quarter ever in 2008 with its most watched year ever amongst several core demos as well as total viewers. Its shows like The Daily Show With Jon Stewart and The Colbert Report broke ratings records throughout the year and became a critical voice in the national conversation about the Presidential Election.

South Park was a number on original basic cable series of the year among men 18-24 for the fifth year in a row. Comedy Central’s multi-platform results which saw significant growth, challenged the notion that a programs presence online will cannibalize its linear performance. In fact, it continues to prove that with the right content and the right business strategy more is better.

Last quarter I specifically mentioned three of our core networks that have soft ratings. Let me update you on their progress. First, MTV, last quarter we began to narrow the decline in rating while preparing a bold new slat of programming initiatives and shows for Q1. We have already launched several new programs including Daddy’s Girls which is building off of The City’s strong run. The third season of America’s Best Dance Crew and TI’s Road To Redemption.

The new lineup is beginning to deliver sequential improvement with ratings quarter to date down 12% year over year compared with the decline of 21% in the fourth quarter. This past Sunday we launched a new two hour prime time block of programming that reflects the engaged and adrenalized spirit of our core demo and the ratings from the first night were very strong, especially in the young male demo where we had the two highest rates series premiers in five years.

VH1 is also rebuilding ratings momentum. During the fourth quarter rates were down 8% year over year which was a double digit ratings improvement over its third quarter performance.

BET made several changes in the back half of the year to strengthen the networks programming. The networks new programming leadership team pushed an aggressive agenda in the fourth quarter that reversed BET’s ratings decline. In the final weeks of the year BET’s ratings showed notable improvement and in January ratings for BET were up 6% year over year.

Coming up, the network has a strong programming slate featuring more original shows than ever before and a significant increase in movies which historically perform very well on the network. BET has also been very successful in scaling up its news programming to capitalize on momentous events such as the Presidential Election and Inauguration.

I also want to briefly cover our international operation which made great progress in 2008 generating double digit revenue growth and further margin expansion. A couple of key highlights include the launch of the first ever international HD music and kids service across several countries in Europe and Latin America. Through our joint venture in India we launched Colors, a new Hindi language general entertainment channel that defied expectations by leaping to the number two spot in a very crowded market.

The soft retail environment definitely weighed on sales of our consumer products particularly during the fourth quarter. This also impacted sales of Rock Band which has a relatively high price point. That, however, does not diminish the franchises great success so far. Rock Band was a number game title of 2008 by revenue across all game genres with more than 10 million units shipped worldwide since its launch. Rock Band 2 sold nearly two million units through year end on Xbox and PlayStation 3 alone.

Looking forward, we expect to see a continuing sales shift from hardware to software as original Rock Band owners upgrade to Rock Band 2. This shift will impact our revenue growth but it will also improve profitability.

Now let’s move to Filmed Entertainment, 2008 was a pivotal year for Paramount in several ways. It had another year of strong box office performance achieving a number two spot in domestic market share and releasing seven films that each generated more than $100 million in domestic box office. The studio ranked number one in international market share and it crossed the $2 billion threshold in international box office.

The successful slat resulted in 23 Oscar nominations including 13 for the Curious Case of Benjamin Button. I am very pleased with the progress we’ve made on the creative front. The refinement of Paramount’s film slat strategy coupled with a robust development pipeline has placed the studio in a very strong position. We are working with some of the greatest creative partners in the business.

Our distribution partnerships with DreamWorks Animation and Marvel strengthened the revenue generating potential of our studio while mitigating our financial risk. We have also taken steps to reduce the studio’s cost structure. We leveraged Paramount’s infrastructure to produce and distribute Paramount vantage films, reached a constructive new arrangement with Steven Spielberg and reduced staffing across the studio. You can expect us to take additional steps to improve its overall profitability and mitigate downside risk and capital utilization.

Industry wide, theatrical revenues are holding up well. As has been widely discussed over the past week, the home entertainment market is the most important revenue driver for the industry was hit by the downturn at retail. It is worth noting that we did see strong performance from blockbuster hits such as Iron Man and Indiana Jones.

Our download to own revenues, while relatively small, continue to grow significantly. Our full year revenues nearly doubled and in the fourth quarter, download to own revenues more than doubled. In addition, Paramount continues to break new ground with new distribution deals and innovative partnerships to leverage our immense library of content in the digital space.

Looking ahead, we have a great slate for 2009. Next month we’ll distribute DreamWorks Animations Monsters vs. Aliens in 3-D. In the second and third quarters will be dominated by three widely anticipated tent poles. JJ Abram’s Star Trek, Michael Bay’s, Transformers 2, Revenge of the Fallen, and GI Joe. Of course these tent poles will be joined by an impressive list of other films including Martin Scorsese’s Shutter Island with Leonardo DiCaprio.

To conclude, the business world has changed radically over the last several months and I am confident that by moving early and preparing ourselves for these changes we are very well positioned both in the near and the long term. Importantly, we have done this without sacrificing our focus on and investment in creating new branded content that keeps us the first choice destination for our audiences.

Now I am very pleased to turn it over to my partner, Tom.

Tom Dooley

I hope you’ve all had a chance to review our earnings release and web presentations summarizing our fourth quarter results. Our 10-K will be filed shortly with the SEC and should be available later today. This morning I’m going to take you through our fourth quarter results in more detail and I’ll update you on the key factors impacting 2009. Also, I’ll spend some time discussing our balance sheet and cash position.

My remarks will exclude the recently announced restructuring charges of $454 million in the fourth quarter of 2008 as well as $7 million of restructuring charges that were incurred in last year’s fourth quarter. In addition, the fourth quarter of this year included a discrete tax benefit of $9 million related to prior years audit settlements as well as $15 million in non-cash investment impairment charges. My remarks will focus on our adjusted results from continuing operations as discussed in our earnings press release.

We believe that adjusted results are a better indicator of our core business performance. Turning to our segment results in the quarter I will start with the Media Networks group. The Media Networks group grew revenues 1% to $2.5 billion in the fourth quarter. The strengthening dollar decreased the worldwide revenue growth rate by two percentage points. On an organic basis worldwide Media Networks grew 3%. Page 12 of our web deck provides a breakdown of Media Network’s revenue growth.

Worldwide advertising revenues declined 3% in the quarter to $1.3 billion. Domestic advertising revenues declined 3% reflecting softness in the overall ad market as well as rating declines at some of our networks. Studio spending was down due to lower volume with 10 fewer titles released in the fourth quarter of this year compared to last year. We also experienced weakness in the toys and beverage categories given the soft retail environment and the corresponding pull back in spending by markets.

International advertising revenues declined 1% in the quarter versus last year. Results reflect softness in Asian markets offset by growth across Europe as well as Latin America. Worldwide affiliate revenues continued their double digit growth increasing 12% both for the quarter and the full year. Domestic affiliate revenues increased 15% in the quarter with approximately 60% of the growth driven by rate increases and 40% of the growth from increased subscribers. Growth in mobile revenues due to increased subscribers and higher VOD revenue also contributed to the quarter’s growth.

International affiliate revenues declined 2% on a reported basis. Subscriber growth as well as rate increases from new contract and contract renewals were offset by the impact of the strengthening US dollar. Worldwide ancillary revenues were flat in the fourth quarter at $462 million. Domestic ancillary revenues declined 8% reflecting declines in home video and consumer product sales given the weak retail environment.

Partially offsetting this was higher sales of Rock Band with the release of Rock Band 2 on Microsoft’s Xbox platform, PS3 and PS2 as well as on Wii. From its launch in September through the year end we have sold nearly two million units of Rock Band 2 hardware, software and bundles. While we remain enthusiastic about the future franchise potential for Rock Band the impact of a slowing economy dampened consumer purchases of video games in the quarter resulting in lower sales of Rock Band then we had originally hoped.

International ancillary revenues increased 34% in the quarter. The increase was largely driven by Rock Band sales as we released Rock Band 2 on the Xbox platform in the fourth quarter. Media Networks operating income for the quarter declined 3% to $898 million from last years adjusted results. The operating margin declined 140 basis points to 36% in the fourth quarter. If you exclude the losses from Rock Band the core margins were 43% for the quarter. For the full year, if you exclude Rock Band the core margins were flat with last year at approximately 39%.

Now turning to Filmed Entertainment, fourth quarter revenues declined 2% to $1.8 billion. The entertainment group generated operating income of $84 million which was down from operating income of $117 million in last year’s fourth quarter. Page 14 of the web presentation provides a breakdown of Filmed Entertainment revenues. Worldwide theatrical revenues grew 28% in the quarter to $350 million versus 2007. The increase was driven by the worldwide release of DreamWorks Animations Madagascar 2 compared to the previous year’s release of Bee Movie.

Worldwide home entertainment revenues declined $61 million or 6% versus the fourth quarter of 2007. The decline in home entertainment revenues reflects difficult comparisons to last year’s release of Transformers and Shrek 3 as well as softer industry wide sales as the economy weighed on consumer purchases of DVDs. In the fourth quarter we saw the conversion rate of box office revenue into DVD purchases decline on all but the most popular titles.

TV license fees declined 13% to $351 million reflecting lower network and pay TV revenues. The $33 million decline in Filmed Entertainment operating income versus the fourth quarter last year reflects lower demand for home entertainment products as well as difficult comparisons with last years DVD release of Transformers. Partially offsetting this was lower print and advertising costs in the quarter due to five fewer theatrical releases.

Moving beyond the segment results, in the fourth quarter we incurred $26 million in equity losses from investments. The losses in the quarter were related to our investment in Rhapsody America as well as minority investment overseas. Other items excluding the impairment charge reflect a loss of $59 million primarily due to foreign exchange losses as a result of the strengthening US dollar.

The reported tax rate for the full year 2008 was 32.6%. The reported rate was impacted by $55 million in discrete tax benefits. The full year adjusted effective tax rate was 35.4% which compares to the 2007 adjusted effective tax rate of 36.6%. The lower effective tax rate was due to a greater proportion of internationally generated earnings this year.

I’m now going to discuss our cash flow, our debt covenants and our upcoming funding requirements as well as our share buyback program. Free cash flow for the quarter was $1.4 billion and year to date it stands at $1.75 billion. Page seven of the web deck presentation provides the components of free cash flow. The difficult earnings picture for the year was offset by aggressive cost containment especially in the area of program spending across the company.

In terms of leverage, at the end of the quarter we had $8 billion of debt and capital leases outstanding and nearly $800 million of cash and cash equivalents, our leverage ratio was 2.8 times. This compares to $9 billion of debt and capital leases outstanding at the end of the third quarter. We ended the year with $2.6 billion available on our $3.25 billion bank revolver. The revolver expires at the end of 2010 and the only financial covenant is for interest coverage which for the most recent four conservative fiscal quarters is required to be at least three times. The coverage calculation at year end 2008 exceeded seven times.

Of the $8 billion in total debt, $1.4 billion or 17% is floating rate and 83% is fixed rate. The fixed rate debt has an average cost of 6.4%. The year end cost of short term variable rate borrowings under our bank line is approximately 1.5%. During the fourth quarter we renewed our $950 million in asset securitization programs. Looking ahead, we have $750 million of floating rate notes which mature in June 2009. Given our cash balances and our unused capacity under our revolver we are comfortable we could pay down the notes out of cash or from our existing bank line.

Moving to our share buyback program, during the fourth quarter of 2008 we repurchased 8.5 million shares for an aggregate purchase price of $148 million. For the full year 2008 we repurchased 39 million shares for an aggregate purchase price of $1.2 billion. We ended the year with 607 million shares outstanding.

In this environment an intense focus on cash flow and liquidity are critical factors for success. In that regard we haven’t made any purchases under our buyback program since year end. Going forward, we will reevaluate this decision based on the overall economic environment and our company specific performance.

Now I’d like to talk about some factors impacting 2009. As Philippe mentioned scatter pricing is strong but volumes are down in direct response is playing a larger role. In today’s market the ‘r’ plays an important role in the advertising mix and performs very well on several of Viacom’s networks. In terms of second quarter option exercises many of the moves have been shifting dollars from quarter to quarter.

Some advertisers have done so but come back later in the quarter to make smaller buys in the scatter market. It is this activity combined with the overall economic trends which leads us to believe that the ad market will be worse before it gets better. As we move forward in 2009 we will be more focused on the software side of the business for Rock Band which enjoys significantly better margins. We are in full production on the Beatles game in partnership with Apple Core and look forward to its release.

In the first quarter we anticipate lower profitability versus the prior year for Filmed Entertainment. This is primarily driven by the P&A impact from the March 27th release of Monsters vs. Aliens and the recognition last year of $29 million in connection with the conclusion on and HD DVD exclusivity arrangement.

In terms of capital expenditures in 2009 we will benefit since last year in 2008 we incurred approximately $100 million in one time expenditures to relocate certain of our cable channels into new office space.

In summary, the economic downturn has forced businesses and consumers to reign in their spending and has left companies with very limited visibility. Despite the effects of the downturn the quality of our brands and our operating discipline have put us in a position to weather these challenges. We entered 2008 with the goal of continuing to invest in our brands while challenging ourselves to rethink how we operate in order to reduce the cost structure of our business.

The end result was that in a very difficult economic environment we were able to grow our core businesses and maintain our core operating margins. We aggressively managed our working capital and cap expenditures which enabled us to generate cash flow which exceed the prior year.

As we enter 2009 with a strong balance sheet and the flexibility to meet our upcoming funding needs. If you look at our competitive position our brands and our content continue to resonate with our consumers. Our affiliate agreements provide us with a growing and predictable revenue stream. We have established a leading position in the video game space and we have one of the most promising franchise film pipelines of any studio.

Despite the uncertain economic environment we believe that we have positioned our company to meet the challenges that lay ahead and to take advantage of the opportunities that present themselves as we emerge from this environment.

With that I want to thank you for listening and now I’ll turn the call over to questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Michael Nathanson - Sanford Bernstein

Michael Nathanson - Sanford Bernstein

For the past two years your studio revenue growth has been impressive, strong titles at theatrical. The performance has not translated into profitability. I wonder if you could give me some concrete details of what you can do differently from this point on at the studio to really drive profitability because it seems like you’ve got the top line under control.

Philippe Dauman

The big issue in terms of profitability in the fourth quarter was the decline in home entertainment sales which hit the entire industry particularly as we headed toward the holiday season. Going forward we have taken several steps over the course of 2008 to reduce the cost structure. As I mentioned in my remarks we incorporated several components of Paramount Vantage organization into the main Paramount organization.

We revised the relationship with Steven Spielberg in a way that reduces our costs. We are continuing to look for cost opportunities in the Paramount organization. We have also rationalized our slate and we are going to be putting out fewer pictures and a greater proportion of those pictures will be in the franchise categories. I mentioned including the three tent poles that we’re putting out this year. That should improve the probability of greater financial returns.

Finally, as we look at the green lighting process for future film production we will take into account the shift in the landscape and we have to account for the possibility that the decline in home entertainment revenues will continue at least for a while and as we green light films we will take that into account. In any difficult environment there always are cost opportunities whether it’s with suppliers and certain areas of marketing and so forth.

We feel good about the lineup. We are holding back the cost structure and we continue to hope for the economy to improve but we’re not relying on that hope to see greater profitability at the studio.

Michael Nathanson - Sanford Bernstein

You mentioned there’s the change in strategy of Rock Band. Can you give us a sense of the margin difference would be on a stand alone basis between the hardware product and a software product, in terms of how you see the margin differences between the two sets of products?

Tom Dooley

On the hardware side depending upon how you sell, how much marketing allowance you apply towards it and the prices you’re able to get through at retail it can be anywhere in the mid to low single digit to negative margins which we experienced in the fourth quarter. We hope that when we get to the software side of the business that they will be up in the 20% to 30% range. There’s a material difference in the economic flow of the business once we get there. We hope that it will make major steps in that direction this year.

It’s the razor, razorblade phenomenon. You’ve got the razors out into the marketplace and sold now we have to push the razorblade through.

Operator

Your next question comes from Benjamin Swinburne - Morgan Stanley

Benjamin Swinburne - Morgan Stanley

If I could go the Epics business you’re developing if you could walk us through any update you have now with discussions with distributors but also probably more importantly if you don’t get carriage in 2009 what is the P&L impact at the film level, the equity income hit and then cash flow statement impact from funding that business?

I know you guys said the comps would get more difficult and you’ve seen up front cancellations pick up. Are you seeing up front commitments cancelled and then those same advertisers coming back into scatter to try to get cheaper inventory or is this more just the budget is down so they’re pulling out and not coming back.

Philippe Dauman

On Epics we are on track for our launch this year. We continue to target as we always have an October launch on air. We will have online Epics site available to subscribers sometime in May. We recently green lit by the way an exciting new original series called Tough Trade which covers a musical family in Nashville. We have very advanced discussions with several distributors and you can expect to have some announcements going forward. We continue to feel very bullish about the prospects for Epics as we go forward that it is on track.

Tom Dooley

On the Epics P&L impact it had a very minor impact as the only film that would sort of be entering into it as just sort of running through the contract phase in November and December. We have revenue recognition associated with at the Paramount level in terms of the openness that we are projecting for the films that are being released.

Any benefit that comes through there is eliminated below the line through the equity area of the income statement. That basically washes out the impact until the joint venture is up and running. Right now you have very little bottom line impact running through Epic but the benefit of the Epic’s deal is included in the ultimate as we release films.

As far as you’re question on up front cancellations in the advertising world some of the people that are canceling are just taking a portion off the table, some are taking more. The folks that come back in and there’s pretty extreme limits as to how much they can take. Some people are taking half of a mid teen amount or less than that. Some do come back buying a lower amount. I don’t think they’re coming back in because they’re trying to manage the price game as much because the scatter pricing has held up pretty well especially the closer to air time that you get.

The thing is that they’re doing is they’re looking at their own business model and they’re talking as one CMO explained to me talking to his CFO and they’re saying look we just need a little help and we want to pull some spending back in so they take a little money off the table and come back with what they have.

They’re also keeping a close eye on market share statistics and some of the more aggressive advertisers are actually coming to the table and putting more money into the pot to really go after market share during this environment when they see they’re competitors pull. It’s a very interesting environment right now in the advertising world and people with strong capitalizations will take advantage of it and do very smart things to build their business.

Operator

Your next question comes from Jessica Reif-Cohen – Bank of America Securities-Merrill Lynch

Jessica Reif-Cohen – Bank of America Securities-Merrill Lynch

Could you talk about the timing of the DreamWorks SKG Library buyback from private equity and what you’re options are there? Second, could you discuss the international cable network margins in the fourth quarter and what they were a year ago? Finally, what should we expect for program costs for 2009 versus 2008?

Tom Dooley

There’s a put on that I have to check the date.

Philippe Dauman

We think it’s around five years out.

Tom Dooley

Five years out there’s a put back at fair market value on that.

Jessica Reif-Cohen – Bank of America Securities-Merrill Lynch

That’s five years from now or its five years from when the deal was done?

Tom Dooley

From when the deal was done.

Jessica Reif-Cohen – Bank of America Securities-Merrill Lynch

That would be next year?

Tom Dooley

A year after that. As we said, the operating income margin for the fourth quarter this year for the Media Networks was 36% and if you exclude Rock Band it’s about 43%.

Philippe Dauman

I think the question was international. The international cable margins expanded this year were in the low teens at this point and we expect depending on revenues to see continued improvement as we continue to reduce our cost structure. As to program costs, in 2008 our program costs for Media Networks increased at about 8% and we expect that rate of increase in 2009 to be lower than that. At the same time we are investing in more original programming for several of the networks that I mentioned in my remarks.

Tom Dooley

The exact date of that is middle of 2011 on the DreamWorks funding arrangement.

Operator

Your next question comes from Spencer Wang - Credit Suisse

Spencer Wang - Credit Suisse

The programming write down within the charge can you give us a rough sense of how much of that was a reduction in the amortization life that you amortize your programming over? I’m wondering if you can give us a sense of quantification when you say you think the ad market will get worse before it gets better. I don’t know if you gave a pacing number for the first quarter but a quantification around that would be helpful.

Tom Dooley

On the programming write down about $80 million of the programming of the total write down was due to the programming write down on a net basis. As it comes back to us we change the amortization policy where we’ve condensed the amortization on certain contest shows where the contest outcome is determined, the repeats of those shows don’t repeat very well so we reduce the amortization of those shows and we will reduce it on a going forward basis.

That resulted in a net impact to the charge. Almost 50% of the $454 million total was programming related and the other piece of programming related write downs was abandonment’s where there were certain shows which we decided that we would no longer air on any of our networks and we walked away from those. As you go forward the benefit in 2009 associated with the programming, Philippe mentioned a costs savings target of about $200 million, about 50% of the $200 million will be driven by severance savings or compensation savings related to people and positions.

About 30% of the balance is going to be driven through the programming line in terms of program savings and then another 15% to 20% will be other areas such as lease hold expenses as I mentioned when consolidated are cable network offices in New York and wrote off some leases associated with that.

Philippe Dauman

As I said, we have limited visibility, we think we will fair significantly better than other categories. This is not a situation that local advertisers face by any means. We held up quite well in the fourth quarter. We think we will hold up in relative terms quite well in ’09 including the quarter we’re in. In terms of whether it will be same, better or worse then what we saw in the fourth quarter right now it looks like it will be worse.

We are positioning ourselves to contain that diminishment and to take advantage of opportunities as we go forward. We continue to be a marking partner of choice for many existing and many new categories particularly, as Tom mentioned, in those categories such as quick service restaurants and various other sectors of retail where people are looking to gain market share in this environment. We actually have a number of marketing wins.

Another factor that we should mention is that because the movie category is a big one for us in advertising we do get from a timing shift standpoint its relevant to ad up front versus scatter discussion when studios shift dating on movies that does impact certain quarter to quarter comparisons particularly in our case where there’s a big category.

Tom Dooley

As you know, many of the studios Spencer has announced that they’re cutting back in production. As they cut back in production and we comp against as I mentioned in my remarks in 2008’s fourth quarter versus 2007’s fourth quarter there were 10 more releases in 2007 than 2008. Many of those 10 were targeting our demographic then we would have gotten a bigger spend there. We have to cycle against that before we start getting to an apple to apples comp.

Operator

Your next question comes from Jason Bazinet – Citi

Jason Bazinet – Citi

On the tax rate you mentioned that the normalized tax rate was 35%, 36% range over the last two years. Is that a reasonable number going forward? On the $200 million benefit in terms of savings from the restructuring can you help us think about how we should allocate that across the studio versus cable?

Tom Dooley

On the tax rate going forward that is dependent on the split of our income between foreign and domestic. Right now I would assume that our split will continue as its currently trending. It may actually get a little bit more favorable as international box office can continue to grow and have a bigger impact. The rate that you’ve talked about is a fair rate to project on a going forward basis with that assumption.

As far as the $200 million goes, in terms of the savings I’d say of $200 million about $180 million will benefit the Media Networks on an annualized basis. The balance would be in Paramount and a very, very small amount in corporate.

Operator

Your next question comes from Tuna Amobi - Standard & Poor’s

Tuna Amobi - Standard & Poor’s

On Viacom Digital I think you guys are now north of 46 million roughly unique users which is nothing to sneeze at. I wanted to ask what strategy you’re implementing across your digital platforms to take advantage of your ramp up, any changes that you’re making there in the current cost cutting environment. Related to that as well if you can quantify your digital revenues for, I didn’t hear you talk about your digital revenues for ’08 and any outlook for that in ’09?

Philippe Dauman

As far as our digital presence we have a very strong branded digital presence. We have aligned our sights with our different brands so that we are able to continue to drive multi-platform sales with our marketers. As that business has evolved and gotten more closely aligned with our brands we’ve been able to find some cost saving opportunities by aligning our programming development on air with complementary development online and obviously costs in the digital area have come down as well.

It’s a very important part for us in building our brands. The Nickelodeon family of brands has really integrated its digital activities very well with the young audience it serves. The music brands similarly have been able to reengage music fans in a compelling way through their digital sights. Comedy Central is an example as I mentioned has put in place several sites including those dedicated to shows like The Daily Show and Stephen Colbert and South Park which have not only had success on their own but have in our view driven on air viewership as well.

We’re quite satisfied with the progress we’re making there.

Tuna Amobi - Standard & Poor’s

Any quantification of your digital revenues?

Tom Dooley

We’re not going to break out digital at this point. The 46 million is domestic only; we have 90 million if you look at it on a worldwide basis. The dollars that flow in as Philippe was indicating are really driven by some of the core brands, Comedy does extraordinarily well, and MTV does extraordinarily well. We have one of the best and most innovative digital ad sales teams out there today and I think they’ve done a great job of building that business and they will continue to build it in the future.

At this point in time we have not broken it out because it continues to be in many cases part of an overall negotiation with an advertiser.

Tuna Amobi - Standard & Poor’s

Your VOD strategy date, I know you guys have been experimenting with some of those issues. As you think about your upcoming slate you talked about some of the tent poles, Transformers and Star Trek and GI Joe are you going to be still experimenting or have you reached a point where you feel comfortable to be a little bit more aggressive in how you pursue VOD. Any thoughts you have there would be helpful.

Philippe Dauman

We continue to look at test results with partners such as Comcast which has been running tests in various of their markets. We are evaluating it; obviously it’s a very rapidly changing environment out there. We want to proceed cautiously. In general there has been some narrowing and shortening of windows that certainly has been a trend than we’ll probably see some of that taking place.

You’ll see many studios, perhaps our own, experimenting with various dates. Probably more so with the lower box office titles rather than the big titles which are so dependent on and thrive in the DVD window. Even in this contraction in home entertainment the big tent pole titles such as our own Iron Man continue to perform well, so you do see a differentiation among the DVD titles that are put out. Tent poles for all studios will be increasingly important in this kind of environment.

Operator

Your last question comes from Imran Khan – JP Morgan

Imran Khan – JP Morgan

You talked about a couple of swing factors for your core margins like advertising revenue will get worse, programming costs will grow slower than the last year. Can you help us understand how should we think about your core margins excluding Rock Band for this year, how much it might decline? Second question, there are a lot of concerns about DVD sales weakness how much it is secular versus cyclical; I would love to hear your thoughts.

Philippe Dauman

As far as our core margins are concerned a lot of it is dependent on revenues. We cannot predict the macro economic environment as we go ahead and for that reason we continue cost containment measures to offset revenue declines to the maximum extent possible. We have several source of revenue that are quite secure, affiliate sales continue to be predictable given that they are governed by long term contracts and under those long term contracts we can be assured of nice growth rates in affiliate sales.

The biggest swing factor for our company as a whole will be the extent to which ad sales decline over the year. Again, compared to other media companies exposed to different advertising sectors our margins will hold up quite well. As we indicated in our remarks we, excluding Harmonics, maintained our margins flat in ’08 versus ’07 which was a good accomplishment.

As far as DVD sales are concerned it’s clear that the impact that we as an industry experienced over the last several months of ’08 was driven by the economy. To the extent that there are secular trends that might attribute to the flattening or the modest decline that was taking place before then in certain categories that was not nearly as significant as the very significant impact that happened in a short period of time. It can be clearly attributed to the economy.

On a going forward basis the economy will be the most significant factor. I don’t think there’s enough data in this environment to evaluate what secular trends might be.

Jim Bombassei

We want to thank everyone for joining us on our fourth quarter earnings call.

Operator

That does conclude today’s call. We do appreciate your participation. You may disconnect.

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Source: Viacom, Inc. Q4 2008 Earnings Call Transcript
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