1339947--3/16/2006--Viacom

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Our Success is Dependent upon Audience Acceptance of Our Programs and Films which is Difficult to Predict 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 The Loss of Affiliation Agreements Could Cause Our Revenues to Decline in Any Given Period or in Specific Markets Box Office Receipts and DVD Sales Have Recently Been Declining, Which May Adversely Affect Our Prospects and Results of Operations Our Revenues and Operating Results Are Subject to Cyclical and Seasonal Variations We Must Respond to and Capitalize on Rapid Changes in Technology, Services and Standards in Order to Remain Competitive and Exploit New Opportunities Increased Programming and Content Costs May Adversely Affect Our Profits Our Cable Networks Are Included with CBS Corporation's Programming under Certain of Our Affiliation Agreements, and New Affiliation Agreements May Be More Difficult to Negotiate Changes in U.S. or Foreign Communications Laws or Other Regulations May Have an Adverse Effect on Our Business Requirements that Cable Operators Create Family Friendly Tiers or Offer Programming on an A La Carte Basis May Decrease the Distribution of Our Networks to Cable Television Subscribers and Materially Affect Our Results of Operations Piracy of Our Motion Pictures, Intellectual Property and Other Content, Including Digital and Internet Piracy, May Decrease Revenue Received from the Exploitation of Our Cable Television Programs and Films and Adversely Affect Our Business and Profitability The Loss of Key Personnel, Including Talent, Could Disrupt the Management and Operations of Our Business and Adversely Affect Our Revenues We Could Be Adversely Affected by Strikes and Other Union Activity Political and Economic Risks Associated with Our Businesses Could Harm Our Financial Condition The Failure or Destruction of Satellites and Facilities that We Depend Upon to Distribute Our Programming Could Materially Adversely Affect Our Business and Results of Operations We Could Suffer Losses Due to Asset Impairment Charges for Goodwill and Intangible Assets Fluctuations in Foreign Exchange Rates Could Have an Adverse Effect on Our Results of Operations Our Liabilities Related to Lease Guarantees and Litigation Could Adversely Impact Our Financial Condition If the Integration of DreamWorks into Our Business Does Not Yield Expected Benefits, or If Our Transition to a New Distribution Infrastructure in International Theatrical and Worldwide Television Markets Does Not Fully Succeed, Our Results of Operations Could Be Adversely Impacted 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 Risks Related to our Separation from CBS Corporation Our Historical and Pro Forma 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 The Tax Matters Agreement and the Tax Rules Applicable to the Separation May Restrict Our Ability to Engage in Certain Corporate Transactions We Rely on CBS Corporation's Performance under Various Agreements among the Companies Certain Members of Management, Directors and Stockholders May Face Actual or Potential Conflicts of Interest We Have a New Operating Structure and New Members of Management at Viacom Corporate and Paramount Pictures

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1339947--3/16/2006--Viacom_Inc.