Filed by Viacom Inc., pursuant to Rule 425
under the Securities Act of 1933, as amended.

 

Subject Company: Viacom Inc.

Commission File No.: 001-09553

 

On September 14, 2005, Leslie Moonves, Co-President and Co-Chief Operating Officer of Viacom Inc., used the below slides in connection with his presentation at the Merrill Lynch Media and Entertainment Conference.

 

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Searchable text section of graphics shown above

 



 

Leslie Moonves
CBS Corporation

 

Merrill Lynch
Entertainment and Media Conference
September 14, 2005

 



 

Cautionary Statement Regarding

Forward-Looking Statements

 

This presentation contains both historical and forward-looking statements. All statements, including business outlook, that are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause the actual results, performance and achievements of Viacom to be different from any future results, performance and achievements expressed or implied by these statements. There may be additional risks, uncertainties and factors that Viacom does not currently view as material or that are not necessarily known. The risk factors set forth in Viacom’s previous news releases and filings with the Securities and Exchange Commission could affect future results, causing these results to differ materially from those expressed in Viacom’s forward-looking statements. The forward-looking statements included in this presentation are made only as of the date of the live presentation.

 

This presentation contains information relating to the proposed separation of Viacom into two publicly traded companies. In connection with the proposed transaction, Viacom intends to file a Registration Statement on Form S-4 with the SEC. Investors and security holders are urged to read the Registration Statement and related materials that are filed with the SEC. Investors and security holders are urged to read the Registration Statement and related materials that are filed with the SEC when they become available, because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain copies of these documents, and other documents containing information about Viacom, without charge at the SEC’s website at www.sec.gov.

 

Any other information relating to the presentation may be found at Viacom’s corporate website on the internet at www.viacom.com.

 



 

CBS Corporation [LOGO]

 



 

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CBS Corporation

 



 

Content and Technology

 

Content Rules!

 



 

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CBS Television Network

 



 

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CBS Television Network

 

 

 

The Premier Mass Media Brand and
America’s Most-Watched Network

 

      2005: a year of historic viewership

 

      #1 in all key demos

 

                  #1 in Upfront sales

 



 

[LOGO] CBS New Season

 

#1 Network: Best positioned

 

                  More returning hits

 

                  6 new shows

 

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Criminal Minds

 

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Ghost Whisperer

 

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How I Met Your Mother

 

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Out of Practice

 

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Close to Home

 

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Threshold

 



 

Video Tape Recording: IMAGE PIECE
(2:30+/-)

 



 

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CBS Television Network

 



 

Video Tape Recording: GOLF GAG TAPE

(0:32)

 



 

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CBS Television Network

 



 

[LOGO]

 

CBS Thursday

 

CBS Rules the Biggest Night of Revenue!

 

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UPN [LOGO] [GRAPHICS]

 



 

Video Tape Recording: Everybody Hates Chris

 

3:05 cutdown

 



 

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CBS Television Stations

 



 

Television Stations

 

 

 

 

 

 

 

 

 

Independent

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21

 

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16

 

4

 

                  Stations benefiting from successful performance of CBS and UPN networks

 

                  Improved market outlook for 2006 and beyond

 



 

Syndication

 

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Syndication: The Leading Brands

 

37 shows in first run and syndication

 

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[LOGO] Paramount Television

 



 

[LOGO] Paramount Television

 

27 series on network and cable

 

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CBS Digital Media

 

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CBS Digital Media

 

CBS News.com

 

CBS SportsLine.com

 

CBS.com

 

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CBS Digital Media

 

CBS News.com

 

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CBS Digital Media

 

CBS SportsLine.com

 

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CBS Digital Media

 

CBS.com

 

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Digital Media Strategies

 

Extending Brand Value to Other Platforms

 

                  Television Stations

 

                  Radio

 

                  Outdoor

 

                  Publishing

 



 

More Revenue Streams

 

                  Telephony

 

                  Retransmission

 

                  Multicasting

 

                  New advertising opportunities

 

                  VOD

 



 

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CBS Corporation

 



 

[Showtime LOGO]

 



 

Infinity Broadcasting [LOGO]

 



 

Radio

 

[LOGO]

 

                  Strong cash flow and margins

 

                  Premier properties in premier markets

 

                  Investments lead to growth

 



 

Radio

 

 

 

Digital

 

                  36 stations now streaming, adding 1 million new registered listeners

 

                  New revenue booked since March totals $2 million+

 



 

Viacom Outdoor

 

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CBS Corporation [LOGO]

 



 

Financial Discipline

 

                  Ensure that strong cash flow generation and return on invested capital fuel shareholder returns

 

                  Deliver a significant portion of that free cash flow to shareholders in the form of dividends

 

                  Allocate proper debt levels to meet operating strategies and cash flow needs

 



 

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CBS Corporation