1339947--3/1/2007--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 The Loss of Affiliation Agreements Could Cause Our Revenues to Decline in Any Given Period or in Specific Markets 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 Piracy of Our Entertainment Content, Including Digital Piracy, May Decrease Revenue Received from Our Programming and Motion Pictures and Adversely Affect Our Business and Profitability Our Revenues and Operating Results Are Subject to Cyclical and Seasonal Variations Increased Programming and Content Costs May Adversely Affect Our Profits 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 A Decline in Advertising Expenditures 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 Historical Financial Information May Not Be Indicative of Our Results as a Separate Company 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 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--3/1/2007--Viacom_Inc.