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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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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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
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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
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| Independent |
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| 21 |
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| 16 |
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• 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
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Infinity Broadcasting [LOGO]
Radio |
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• Strong cash flow and margins
• Premier properties in premier markets
• Investments lead to growth
Radio |
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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