1339947--2/28/2008--Viacom

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Risks Related to our Business Our Success is Dependent upon Audience Acceptance of our Programming, Motion Pictures and Other Entertainment Content which is Difficult to Predict We Must Respond to and Capitalize on Rapid Changes in Consumer Behavior resulting from New Technologies and Distribution Platforms in Order to Remain Competitive and Exploit New Opportunities Increased Costs for Programming, Motion Pictures and Other Content May Adversely Affect Our Profits Our Revenues, Expenses and Operating Results May Vary Based on the Timing, Mix, Number and Availability of Our Programming and Motion Pictures Piracy of Our Entertainment Content, Including Digital Piracy and Other Unauthorized Exhibitions of Our Content, May Decrease Revenue Received from Our Programming and Motion Pictures and Adversely Affect Our Business and Profitability The Loss of Affiliation Agreements Could Cause Our Revenues to Decline in Any Given Period or in Specific Markets The Loss of Key Talent Could Disrupt Our Business and Adversely Affect Our Revenues The Failure or Destruction of Satellites and Facilities that We Depend Upon to Distribute Our Programming Could Adversely Affect Our Business and Results of Operations Our Obligations Related to Guarantees and Litigation Could Adversely Impact Our Financial Condition Risks Related to our Industry Changes in Advertising Markets Could Cause Our Revenues and Operating Results to Decline Significantly in Any Given Period or in Specific Markets Our Businesses Operate in Highly Competitive Industries Requirements that Cable Television Operators Offer Programming on an la Carte or Tiered Basis May Decrease the Distribution of Program Services and Affect Our Results of Operations Changes in U.S. or Foreign Communications Laws or Other Regulations May Have an Adverse Effect on Our Business We Could Be Adversely Affected by Strikes and Other Union Activity Political and Economic Risks Associated with Our Businesses Could Harm Our Financial Condition Risks Related to our Separation from CBS Corporation Our Business and Other Businesses Which Are Controlled By Sumner Redstone, Including CBS Corporation, Are and Will Continue to Be Attributable to Each Other for Certain Regulatory Purposes The Separation Agreement Between CBS Corporation and Us Prohibits Us from Engaging in Certain Types of Businesses We Rely on CBS Corporation s Performance under Various Agreements Our Historical Financial Information May Not Be Indicative of Our Results as a Separate Company Risks Related to our Control Structure NAI, Through Its Voting Control of Viacom, is in a Position to Control Actions that Require Stockholder Approval and May Have Interests that are Different than Yours Certain Members of Management, Directors and Stockholders May Face Actual or Potential Conflicts of Interest

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1339947--2/28/2008--Viacom_Inc.