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ViacomCBS, anciennement connu sous le nom de Viacom et CBS Corporation, est une société américaine de médias et de divertissement regroupant des chaînes de télévision, des studios de cinéma et de production, ainsi que des services de streaming.

L'Obligation émise par ViacomCBS ( Etats-unis ) , en USD, avec le code ISIN US925524AX89, paye un coupon de 6.875% par an.
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T able of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-136756
VIACOM INC.
OFFER TO EXCHANGE
Unregistered Floating Rate Senior Notes due 2009
($750,000,000 aggregate principal amount issued June 16, 2006)
for
Floating Rate Senior Notes due 2009
that have been registered under the Securities Act of 1933
and
Unregistered 5.75% Senior Notes due 2011
($1,500,000,000 aggregate principal amount issued April 12, 2006)
for
5.75% Senior Notes due 2011
that have been registered under the Securities Act of 1933
and
Unregistered 6.25% Senior Notes due 2016
($1,500,000,000 aggregate principal amount issued April 12, 2006)
for
6.25% Senior Notes due 2016
that have been registered under the Securities Act of 1933
and
Unregistered 6.875% Senior Debentures due 2036
($1,750,000,000 aggregate principal amount issued April 12, 2006)
for
6.875% Senior Debentures due 2036
that have been registered under the Securities Act of 1933
TERMS OF EXCHANGE OFFER
·

The exchange offer will expire at 5:00 p.m., New York City time, on October 18, 2006, unless we extend the
offer.
·

Tenders of outstanding unregistered senior notes and debentures may be withdrawn at any time before
5:00 p.m. on the date of expiration of the exchange offer.
·

All outstanding unregistered senior notes and debentures that are validly tendered and not validly
withdrawn will be exchanged.
·

The terms of the exchange senior notes and debentures to be issued are substantially similar to the
unregistered senior notes and debentures, except for being registered under the Securities Act of 1933 (the
`
`
Securities Act'
'
) and not having any transfer restrictions, registration rights or rights to additional
interest.
·

The exchange of senior notes and debentures will not be a taxable exchange for U.S. federal income tax
purposes.
·

We will not receive any proceeds from the exchange offer.
Please see `
`
Risk Factors'
'
beginning on page 18 for a discussion of certain factors you should consider in
connection with the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the senior securities to be distributed in the exchange offer, nor have any of these organizations
determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 20, 2006

TABLE OF CONTENTS

Page
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
iii
SUMMARY
1
RISK FACTORS
18
CAPITALIZATION
27
RATIO OF EARNINGS TO FIXED CHARGES
28
USE OF PROCEEDS
29
SELECTED CONSOLIDATED FINANCIAL DATA
30
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
31
MANAGEMENT'
S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
33
BUSINESS
56
MANAGEMENT
76
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
95
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
98
THE EXCHANGE OFFER
100
DESCRIPTION OF THE SENIOR NOTES AND DEBENTURES
111
EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME
124
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
124
PLAN OF DISTRIBUTION
128
LEGAL MATTERS
129

EXPERTS
129
WHERE YOU CAN FIND MORE INFORMATION
129
INDEX TO FINANCIAL STATEMENTS
F-1
You should rely only on the information contained in this prospectus. We have not authorized anyone to
provide you with different or additional information. If anyone provides you with different or additional
information, you should not rely on it. You should assume that the information contained in this prospectus is
accurate only as of the date of this prospectus. Our business, financial condition, results of operations and
prospects may have changed since then. We are not making an offer of the senior notes and debentures in any
jurisdiction where the offer is not permitted.
References to `
`
Viacom,'
'

`
`
we,'
'

`
`
us'
'
and `
`
our'
'
in this prospectus are references to Viacom Inc., a
Delaware corporation, and its consolidated subsidiaries, unless the context otherwise requires. References to `
`
$'
'

and `
`
dollars'
'
are to United States dollars.
Whenever we refer in this prospectus to the floating rate senior notes due 2009 issued on June 16, 2006, the
5.75% senior notes due 2011 issued on April 12, 2006, the 6.25% senior notes due 2016 issued on April 12, 2006 or
the 6.875% senior debentures due 2036 issued on April 12, 2006, we will refer to them as the `
`
unregistered 2009
senior notes,'
'
the `
`
unregistered 2011 senior notes,'
'
the `
`
unregistered 2016 senior notes'
'
or the `
`
unregistered
2036 senior debentures,'
'
respectively, and collectively as the `
`
unregistered senior notes and debentures.'
'

Whenever we refer in this prospectus to the registered floating rate senior notes due 2009, the registered 5.75%
senior notes due 2011, the registered 6.25% senior notes due 2016 or the registered 6.875% senior debentures due
2036, we will refer to them as the `
`
exchange 2009 senior notes,'
'
the `
`
exchange 2011 senior notes,'
'
the `
`
exchange
2016 senior notes'
'
or the `
`
exchange 2036 senior debentures,'
'
respectively, and collectively as the `
`
exchange
senior notes and debentures.'
'
The unregistered 2009 senior notes and the exchange 2009 senior notes are
collectively referred to as the `
`
2009 senior notes,'
'
the unregistered 2011 senior notes and the exchange 2011
senior notes are collectively referred to as the `
`
2011 senior notes,'
'
the unregistered 2016 senior notes and the
exchange 2016 senior notes are collectively referred to as the `
`
2016 senior notes,'
'
and the unregistered 2036
senior debentures and the exchange 2036 senior
i

T able of Contents
debentures are collectively referred to as the `
`
2036 senior debentures.'
'
The unregistered senior notes and
debentures and the exchange senior notes and debentures are collectively referred to as the `
`
senior notes and
debentures.'
'
Each holder of an unregistered senior note or debenture wishing to accept the exchange offer must deliver
the unregistered senior notes or debentures to be exchanged, together with the letter of transmittal that
accompanies this prospectus and any other required documentation, to the exchange agent identified in this
prospectus. Alternatively, you may effect a tender of unregistered senior notes and debentures by book-entry
transfer into the exchange agent'
s account at Euroclear Bank S.A./N.A., as operator of the Euroclear System
(`
`
Euroclear'
'
), Clearstream Banking, société anonyme, Luxembourg (`
`
Clearstream Luxembourg'
'
) or The
Depository Trust Company (`
`
DTC'
'
). All deliveries are at the risk of the holder. You can find detailed instructions
concerning delivery in the section called `
`
The Exchange Offer'
'
in this prospectus and in the accompanying letter
of transmittal.
If you are a broker-dealer that receives exchange senior notes and debentures for your own account you
must acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection
with any resale of the exchange senior notes and debentures. The letter of transmittal accompanying this
prospectus states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that
you are an `
`
underwriter'
'
within the meaning of the Securities Act. You may use this prospectus, as we may
amend or supplement it in the future, for your resales of exchange senior notes and debentures. We will make this
prospectus available to any broker-dealer for use in connection with any such resale for a period of 180 days after
the date of expiration of this exchange offer or such shorter period which will terminate when the broker-dealers
have completed all resales subject to applicable prospectus delivery requirements.
ii

T able of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains both historical and forward-looking statements. All statements other than
statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of
Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. These forward-looking statements are not based on historical facts, but rather reflect our current
expectations concerning future results and events. These forward-looking statements generally can be identified
by the use of statements that include words such as `
`
believe,'
'

`
`
expect,'
'

`
`
anticipate,'
'

`
`
intend,'
'

`
`
plan,'
'

`
`
foresee,'
'

`
`
likely,'
'

`
`
will'
'
or other similar words or phrases. Similarly, statements that describe our objectives,
plans or goals are or may be forward-looking statements. These forward-looking statements are not guarantees of
future performance and involve known and unknown risks, uncertainties and other factors that are difficult to
predict and which may cause our actual results, performance or achievements to be different from any future
results, performance and achievements expressed or implied by these statements. More information about risks,
uncertainties and other factors is included in Viacom'
s filings with the SEC including, but not limited to, Viacom'
s
Form 10-K for the year ended December 31, 2005, Viacom'
s Form 10-Q for the quarter ended March 31, 2006 and
Viacom'
s Form 10-Q for the quarter ended June 30, 2006. There may be additional risks, uncertainties and factors
that we do not currently view as material or that are not necessarily known. We cannot make any assurance that
projected results or events will be achieved. The forward-looking statements included in this prospectus are only
made as of the date of this prospectus and we do not have any obligation to publicly update any forward-looking
statement to reflect subsequent events or circumstances. The risk factors in the section entitled `
`
Risk Factors'
'

beginning on page 18, among others, could affect future results, causing these results to differ materially from
those expressed in our forward-looking statements.

iii

T able of Contents
SUMMARY
The Company
Separation from the Former Viacom Inc.
On December 31, 2005, we became a stand-alone public entity by separating from the former Viacom Inc.
(`
`
Former Viacom'
'
). Prior to the separation, we were a wholly-owned subsidiary of Former Viacom. The separation
was effected through a merger of Former Viacom and one of its wholly-owned subsidiaries, pursuant to which
Former Viacom continued as the surviving entity and was renamed CBS Corporation and we were renamed Viacom
Inc. In connection with the merger and the separation, each share of Former Viacom Class A common stock was
converted into the right to receive 0.5 of a share of Viacom Class A common stock and 0.5 of a share of CBS
Corporation Class A common stock. Similarly, each share of Former Viacom Class B common stock was converted
into the right to receive 0.5 of a share of Viacom Class B common stock and 0.5 of a share of CBS Corporation
Class B common stock. Holders of Viacom Class A and Class B common stock received cash in lieu of fractional
shares.
In accordance with the terms of the Separation Agreement between CBS Corporation and Viacom, on
December 29, 2005, we paid a preliminary special dividend of $5.4 billion to CBS Corporation, subject to certain
adjustments. On March 14, 2006, CBS Corporation provided an initial statement that the dividend should be
increased by a net amount of approximately $460 million. On April 28, 2006, we served CBS Corporation with a
notice of disagreement. Based on an assessment of the amount and underlying components of the proposed
additional dividend payment, we recorded a net amount of $170.2 million at March 31, 2006, which was paid to CBS
Corporation on May 5, 2006. Under the Separation Agreement, after an opportunity for the parties to negotiate
resolution of differences, any disputed amounts are subject to arbitration. Any further adjustment to the special
dividend will be reflected as an adjustment to additional paid-in capital.
Overview
We are a leading worldwide multiplatform, pure play content company with operations in the following
segments:
Cable Networks: The Cable Networks segment consists of the businesses of MTV Networks, including
MTV: Music Television® (`
`
MTV'
'
), MTV2®, Nickelodeon®, Nick at Nite®, Noggin®, The N®, Nicktoons
Net
wor
kTM,

Tur
bo
Ni
ckTM,

VH1®, TV Land®, Spike TV®, CMT®: Count
r
y
Musi
c
Tel
evi
si
onTM,

LogoTM,

Comedy Central®, Comedy Central'
s
Mot
her
LoadTM,

MTV
Desi
TM,

MTV
Chi
TM,

MTV
Español
®, mt
vUTM,

mt
vU
Uber
TM,

MTV
Hi
t
sTM,

MTV
J
amsTM,

TEMPOTM,

MTV
Over
dr
i
veTM,

MHDTM,

VH1
Cl
assi
cTM,

VHUnoTM,

VH1
Soul
TM,

VH1
Count
r
yTM,

VH1'
s
Vspot
TM,

Game
OneTM,

VI
VATM,

TMFTM,

The
Box
TM,

Par
amount

ComedyTM,

Neopet
sTM,

GameTr
ai
l
er
s.
comTM
and
I
FI
LM®; and the businesses of BET Networks, which
include BET® (Bl
ack
Ent
er
t
ai
nment

Tel
evi
si
on)

and
BET
J
TM;

and
ot
her

pr
ogr
am
ser
vi
ces,

i
ncl
udi
ng
onl
i
ne
programming services such as websites, broadband channels and wireless applications.
Entertainment: The Entertainment segment includes Paramount Pictures®, which produces and distributes
feature motion pictures, Famous Music®, which engages in the music publishing business, and interests in
19 movie theaters.
Our revenues from the Cable Networks segment accounted for 64% of our consolidated revenues for the six
months ended June 30, 2006 and for 70% of our consolidated revenues for 2005. Our revenues from the
Entertainment segment accounted for 37% of our consolidated revenues for the six months ended June 30, 2006
and for 31% of our consolidated revenues for 2005. Elimination of intercompany revenues accounted for (1)% of
our consolidated revenues for the six months ended June 30, 2006 and for (1)% of our consolidated revenues for
2005. Revenues from the Cable Networks
1

T able of Contents
segment are generated primarily from advertising sales, affiliate fees, home entertainment sales and licensing and
merchandising of branded products. Revenues from the Entertainment segment are generated primarily from the
licensing and sale of feature film rights in various media and territories.
Recent acquisitions and dispositions. On August 9, 2006, we agreed to acquire Atom Entertainment, Inc., a
portfolio of four online destinations for casual games, short films and animation, for cash consideration of
approximately $200 million. The acquisition is subject to customary closing conditions and is expected to close in
the third quarter. On June 1, 2006, we acquired an additional ten percent interest in Nickelodeon UK Limited (`
`
Nick
UK'
'
) for $8.9 million. Previously, Nick UK was a fifty-fifty joint venture with BSkyB. With the additional interest,
we obtained control of Nick UK and began consolidating its operations as of June 1, 2006. On May 9, 2006, we
completed the acquisition of Xfire, Inc, a leading gaming and social networking service, for initial cash
consideration of approximately $102 million. An additional $8 million is expected to be paid out over four years
based upon continued service of the employees. On January 31, 2006, we completed our acquisition of
DreamWorks L.L.C. (`
`
DreamWorks'
'
), a leading producer of live-action motion pictures, television programming
and home entertainment products, for approximately $1.53 billion, net of cash acquired. We also entered into
exclusive seven-year agreements for worldwide distribution rights and fulfillment services to films produced by
DreamWorks Animation SKG, Inc. Among the assets acquired with the purchase of DreamWorks was a live-action
film library consisting of 59 films released through September 16, 2005. On May 5, 2006, we sold a fifty-one percent
controlling interest in the entity that owns the library to Soros Strategic Partners LP and Dune Entertainment II
LLC, an affiliate of Dune Capital Management LP, for net proceeds of $675.3 million. We retained a minority
interest in the entity that owns the library. In connection with the sale of the live-action film library, Soros entered
into exclusive five-year agreements with Paramount Pictures and its international affiliates for distribution and
fulfillment services of the live-action library by Paramount Pictures. In the event that Soros and Dune continue to
control the entity that owns the film library after the fifth year, the distribution agreement with Paramount Pictures
will automatically renew.
We compete with many different entities and media in various markets worldwide. Our primary competitors in

the cable and entertainment businesses include Time Warner Inc., News Corporation, The Walt Disney Company,
NBC Universal Inc., The E.W. Scripps Company and Discovery Holding Company.
We were organized as a Delaware corporation in 2005 and our principal offices are located at 1515 Broadway,
New York, New York 10036. Our telephone number is (212) 258-6000 and our website address is www.viacom.com.
Recent Developments
On September 5, 2006, we announced that our Board of Directors elected Philippe P. Dauman as our President
and Chief Executive Officer, effective September 5, 2006. Mr. Dauman succeeds Thomas E. Freston, who resigned
his positions with Viacom, including as a member of the Board. As a result of his separation from employment, Mr.
Freston's payments are currently expected to be generally consistent with the terms of his employment agreement,
including, without limitation, the expense and payment of approximately $60 million in cash and the recognition of
approximately $10 million in previously unrecognized compensation expense related to vesting of previously
granted stock based compensation. Our Board of Directors also elected Thomas E. Dooley as Viacom's Senior
Executive Vice President and Chief Administrative Officer. Messrs. Dauman and Dooley are currently members of
our Board of Directors and will continue as directors. For more information, see `
`
Management'
'
beginning on
page 76.
Competitive Strengths
We believe we possess a number of strengths that enable us to compete successfully:
2

T able of Contents
One of the largest collections of cable programming assets in the world, with leading global brands that are
attractive advertiser vehicles. We have one of the largest collections of cable programming assets in the world.
Our leading program services reach 179 territories through more than 120 worldwide cable networks presented in
28 different languages and reach over 480 million subscriber households worldwide. In the United States, our
leading networks program approximately 1,720 hours per week and, according to Nielsen Media Research®,
reached approximately 150 million television viewers each week in the period from February 2006 to June 2006.
Many of our brands, such as MTV, Nickelodeon and VH1, are known worldwide. MTV is one of the most widely
distributed television brands and is regularly cited, most recently in 2006, as The World'
s Most Valuable Media
Brand by Interbrand Corp., an international brand consultancy. Nickelodeon, which as of June 2006 was available
in approximately 300 million television households worldwide as a full channel or a branded program block, is the
world'
s most widely distributed children'
s television brand and has been the top-rated cable network for children
in the United States for the past 11 years.
MTV Networks and BET Networks develop brands that appeal to a wide range of targeted niche audiences,
which also represent demographics sought after by advertisers. In the United States, MTV Networks and BET
Networks delivered the most multichannel viewers in the 12 to 34-year-old demographic during 2006, through July
31, 2006, according to Nielsen Media Research. MTV: Music Television has been the top advertising-supported
24-hour basic cable network among 12- to 24-year-olds for 37 consecutive quarters, and Nickelodeon accounted
for approximately 53% of all viewing of advertising-supported children'
s television programming in the United
States by children ages two to eleven during the 2005-2006 broadcast season from September 2005 through
June 2006. Our broad distribution to specialized audiences and our focus on forging strong connections with our
audiences make our networks an attractive vehicle for advertisers. Our strong in-house research teams focus on
identifying emerging behaviors and trends among core audiences, which we believe is a key competitive
advantage. These factors, combined with our integrated presence on a variety of digital and broadcast platforms,
allow us to provide an efficient and reliable vehicle for advertisers to reach consumers.
A long-standing international presence with a global footprint. We have a significant and growing
presence worldwide. Established advertising, distribution and programming relationships in these markets,
together with our infrastructure, provide a strong platform for new channel launches and complementary
acquisitions. We have created over 120 worldwide cable networks that are seen in 179 territories. Since January
2006, we have launched more than seven channels and branded program blocks, including MTV in Canada, MTV
base Africa branded program blocks in Uganda, Nick Jr2 in the United Kingdom, Nick at Nite branded program
blocks in Latin America, Nickelodeon in New Zealand and Nickelodeon branded program blocks in Malaysia and
the Philippines. Our global footprint also allows us to incubate technical and programming expertise in emerging
markets where certain new media products have been deployed more extensively than in the U.S. markets. For
example, we have launched programming applications for advanced mobile services in Japan and Europe, which
we believe better prepares us to offer these services as the U.S. market develops.
A strong connection with audiences, a proven ability to create global hits and a valuable entertainment
library. Our focus on understanding our audiences through research enhances our ability to develop innovative
and original programming. Our programming is broadly diversified, with popular shows and films that appeal to a
variety of audiences, and with new shows and interactive programming continually being developed and debuted
throughout the year. Our television programming includes popular shows and enduring characters, including The
Real World, SpongeBob SquarePants, South Park, Dora the Explorer, The Daily Show with Jon Stewart,
Laguna Beach, Blue'
s Clues and Rugrats. Our programming also includes events, such as the annual MTV Video
Music Awards, Nickelodeon'
s Kids'
Choice Awards, VH1 Save the Music, CMT Music Awards, MTV Movie
Awards, CMT'
s Miss America Pageant, Spike TV Video Game Awards, Comedy Central Roast and the BET
Awards. We have significant in-house creative capabilities and have helped launch the careers of some of the
entertainment industry'
s leading entertainers, directors and producers. We believe that
3

T able of Contents
our strong creative track record, our willingness to experiment with new shows and concepts, the strength and
breadth of our distribution infrastructure, our solid financial foundation and our well-known media brands help
attract and retain creative talent. Our motion picture library includes rights to some of the best loved and most
successful films, including Titanic, The Godfather trilogy, the Indiana Jones films, Forrest Gump and Braveheart.
Following our sale of most of the DreamWorks live-action library, we retain distribution rights to these films for at
least a five-year period, including Gladiator, American Beauty, War of the Worlds and Saving Private Ryan.

As a result of our creative output in television and in motion pictures, we have assembled a library with
significant future revenue potential. Our library consists of over 1,000 motion picture titles, approximately
18,000 hours of television programming and varying rights for approximately 2,500 additional motion picture titles.
Our library also contains titles that have not yet been fully exploited in the DVD or other digital media formats.
A secure distribution platform and a strong track record of obtaining new carriage. Our cable
programming services are made available to consumers in the United States and internationally through affiliation
agreements with distributors that generally are long-term, have staggered expiration dates and provide for built-in
rate increases and protected distribution. Eight of our cable programming services are distributed in over 75 million
homes in the United States, and four of our other services currently reach more than 35 million homes in the
United States. The majority of our networks are available on broadly distributed programming tiers. We believe
that our strong relationships with our affiliates, the quality and popularity of our networks and our ability to create
programming that is appealing to viewers have enabled us to renew existing affiliation agreements, to obtain new
distribution for existing networks and to launch new networks.
An established and growing multiplatform presence. We program and operate over 100 websites, including
broadband sites, which collectively attracted over 30 million unique visitors in July of 2006, giving us the second
most-visited entertainment website portfolio on the Internet during that period. We have a total of 28 broadband
channels (eight in the U.S. and 20 internationally) in live deployment. Our complete line-up of broadband channels
including MTV Overdrive, mtvU'
s Uber, VH1's VSpot, Comedy Central'
s Motherload, TurboNick, CMT'
s
Loaded, Revolution in Latin America and MTV BoomBox in Korea is expected to stream more than 1 billion
videos by the end of 2006. We continue to launch integrated broadband channels and content, online
communities, wireless applications and video-on-demand offerings across our properties in many countries
around the world. We are building wireless services for the majority of our core brands and are partnering with
carriers such as Virgin Mobile USA, Verizon Wireless, Sprint, China Mobile, and DoCoMo in Japan to deliver
ringtones, text updates and video programming. On August 9, 2006, MTV Networks agreed to acquire Atom
Entertainment, Inc., a portfolio of several online destinations for casual games, short films and animation. Also, in
the second quarter of 2006, MTV Networks acquired Xfire, a leading online gaming communication and community
platform. In the fourth quarter of 2005, MTV Networks acquired IFILM and GameTrailers.com, each of which
provides entertainment content via websites. We also acquired Neopets, the owner and operator of Neopets.com,
a leading online destination and community for kids and young adults. MTV Networks has various rights in
various territories to create and distribute content for mobile devices. For example, in June 2005, we entered into a
global licensing agreement with Warner Music Group to create and distribute short form video content for mobile
devices. In May 2006, we unveiled a beta version of MTV Networks'
new
di
gi
t
al

musi
c
ser
vi
ce,

Ur
geTM,

whi
ch
offers rich editorial, hand-crafted programming and innovative tools to help consumers connect with their favorite
artists and discover new ones. Also, MTV Networks'
vast array of popular music, comedy and kids programming
from its MTV, MTV2, Comedy Central and Nickelodeon brands is now available for download via Apple'
s iTunes
Music Store and AOL'
s new video service.
An attractive financial profile. In the six months ended June 30, 2006, we derived 37% of our revenues from
advertising, 34% from feature film, 19% from affiliate fees, and 10% from ancillary revenues. In 2005, we derived
41% of our revenues from advertising, 30% from feature film, 19% from affiliate fees, and 10% from ancillary
revenues. We have a large worldwide consumer products
4

T able of Contents
licensing business. Basic cable programming services receive revenue from both advertising and affiliate fees,
which increases the predictability of these revenues. Further, many of our services, particularly our cable
programming services, develop programming through in-house capabilities, resulting in lower overall production
costs.
An experienced management team with a proven creative and financial track record. Our operations are
led by a financially-disciplined management team that has the expertise and the vision to develop and successfully
exploit its programming and other content. Our senior management has broad media experience and the senior
management of our businesses consist of leaders in the media and entertainment industry, all of whom have
established track records of success.
Business Strategy
Our mission is to be the leading global, consumer-focused, branded entertainment company, with the most
respected, most successful and best-in-class brands that live across television, motion pictures and digital media
platforms. Our success is linked to our operating principles, which set us apart from other companies. First, we are
focused on consumers: we believe that if we can connect with our key consumers, then everything else in our
business will follow naturally. Second, we have a brand-centric philosophy; in a fragmented media market, we
believe that strong brands are increasingly the most reliable navigation tools for the consumer. We continuously
evolve and revitalize our brands to strengthen their audience connection and competitive position. Third, we
foster a creative culture and seek creative excellence. Our success in developing original content, from MTV
Networks to BET Networks to Paramount Pictures, is a result of an institutional commitment to creativity. Finally,
we also bring a global perspective to everything we do. We believe that we can deliver superior returns to
stockholders by capitalizing on these strengths and deepening our relationships with advertisers, distribution
affiliates, creative talent and licensees.
More specifically, we plan to:
Enhance our position as a leading global entertainment content company, with prominent and respected
brands in focused demographics. Our brand-centric, multiplatform strategy and global footprint give us access
to the highest growth areas of the advertising sector. Not only do we have a portfolio of brands that consumers
demand, but we also have long-term deals with distributors that include built-in annual rate increases. We intend
to continue investing in programming and new and existing brands to serve and grow our audiences, and expand
our distribution and advertising revenue streams. In particular, we expect to target new demographic and interest
groups and continue the development of existing services in order to retain and expand our audiences and the
value of our brands. These initiatives will also continue to benefit from our core consumer research and creative
strengths.
Enlarge our established global footprint. Our global footprint continues to expand. We were the first media
company to reach the 100 channel milestone when we launched our first channel in Africa early in 2005. We
believe our established position as a multichannel network operator in many regions of the world provides us with
significant growth opportunities by acquiring other networks, broadening our platforms, and growing our
consumer products business. We expect to use our knowledge and experience in local markets around the world
and our worldwide scale to develop and acquire new programming services. We also expect to strengthen our
international position by building our own organizations to distribute theatrical and television rights to motion

pictures in important foreign markets and by strengthening distribution of home entertainment products
internationally.
Expand our growing multiplatform business and monetize the growth trend in digital media. Our digital
strategy mirrors our targeted demographic approach to cable and allows us to offer deeper and more engaging
experiences around our areas of expertise and our target audiences. We believe media fragmentation plays to our
strengths, and our intent is to take advantage of emerging technological and consumer trends by extending our
brands and distributing our content into new forms of integrated digital distribution, such as broadband, wireless,
online community,
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video-on-demand, high-definition programming and other businesses. We aim to achieve this through a
combination of organic growth, investment in our existing and complementary businesses, strategic relationships,
and focused acquisitions that fit with our current brands and core competencies. We believe our connection with
our audiences, our marketing expertise and our ability to integrate new digital offerings and experiences on
multiple platforms will support this expansion, which we expect to generate both increased revenue growth and
stronger connections with our existing viewers. Our key television viewers are kids, teens and young adults, who
are the early adopters and the heavy users and drivers of new media growth, and that is where we will continue to
focus.
Successfully execute the turnaround of Paramount Pictures. We believe we have a significant
opportunity to turn around Paramount Pictures and, with the acquisition of DreamWorks, have begun taking
significant steps to do so. With a new management team in place at Paramount Pictures and key talent at
DreamWorks, we intend to pursue projects more closely aligned with the tastes of target movie-going audiences
and to take advantage of our significant marketing and creative capabilities. Our movies will benefit from the brand
association demographics and marketing power of our over 120 worldwide cable networks. In addition, these
networks provide access to up-and-coming talent as well as valuable consumer knowledge. Paramount Pictures
intends to release films not only under the Paramount Pictures label and its specialty film arm (which is comprised
of Paramount Vantage and Paramount Classics) but also under the DreamWorks label, and MTV, Nickelodeon and
BET brands. We also plan to strengthen and upgrade our worldwide home entertainment operations, enhance our
revenue opportunities by retaining a greater proportion of international rights for theatrically released films and
begin the self-distribution of films theatrically in certain key international markets.
Build on our reputation as a great place to work. We have created and are committed to maintaining a
diverse culture that attracts the best people, embraces original ideas, adapts quickly, promotes integrity, creativity
and innovation, and values fun. We believe this diverse and creative culture will enable us to develop and to
market equally diverse, creative and valuable television, motion picture and new media programming and will give
us a significant strategic advantage, in the United States and around the world.
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Summary of the Exchange Offer
On June 16, 2006, we issued $750 million aggregate principal amount of unregistered floating rate senior notes
due 2009. On April 12, 2006, we issued $1.5 billion aggregate principal amount of unregistered 5.75% senior notes
due 2011, $1.5 billion aggregate principal amount of unregistered 6.25% senior notes due 2016 and $1.75 billion
aggregate principal amount of unregistered 6.875% senior debentures due 2036. On each of June 16, 2006 and
April 12, 2006, we and the initial purchasers of the unregistered senior notes and debentures entered into
registration rights agreements in connection with such debt offerings in which we agreed that you, as a holder of
unregistered senior notes and debentures, would be entitled to exchange your unregistered senior notes and
debentures for exchange senior notes and debentures registered under the Securities Act but otherwise having
substantially identical terms to the respective unregistered senior notes and debentures. This exchange offer is
intended to satisfy these rights. After the exchange offer is completed, you will no longer be entitled to any
registration rights with respect to your senior notes and debentures. The exchange senior notes and debentures
will be our obligations and will be entitled to the benefits of the base indenture and supplemental indentures
relating to the unregistered senior notes and debentures. The form and terms of the exchange senior notes and
debentures are identical in all material respects to the form and terms of the respective unregistered senior notes
and debentures, except:
·

the exchange senior notes and debentures will have been registered under the Securities Act, and
therefore will contain no restrictive legends;
·

the exchange senior notes and debentures will not have registration rights; and
·

the exchange senior notes and debentures will not have rights to additional interest conditioned upon
a registration default.
For additional information on the terms of the exchange offer, see `
`
The Exchange Offer.'
'
The Exchange Offer
We are offering to exchange $1,000 principal amount of:
· floating rate senior notes due 2009 which have been
registered under the Securities Act of 1933 for each $1,000
principal amount of our outstanding unregistered 2009
senior notes that were issued on June 16, 2006. As of the
date of this prospectus, $750 million in aggregate principal
amount of our unregistered 2009 senior notes are
outstanding;
· 5.75% senior notes due 2011 which have been registered
under the Securities Act of 1933 for each $1,000 principal
amount of our outstanding unregistered 2011 senior notes
that were issued on April 12, 2006. As of the date of this
prospectus, $1.5 billion in aggregate principal amount of
our unregistered 2011 senior notes are outstanding;

· 6.25% senior notes due 2016 which have been registered
under the Securities Act of 1933 for each $1,000 principal
amount of our outstanding unregistered 2016 senior notes
that were issued on April 12, 2006. As of the date of this
prospectus, $1.5 billion in aggregate principal amount of
our unregistered 2016 senior notes are outstanding; and
· 6.875% senior debentures due 2036 which have been
registered under the Securities Act of 1933 for each
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$1,000 principal amount of our outstanding unregistered
2036 senior debentures that were issued on April 12, 2006.
As of the date of this prospectus, $1.75 billion in
aggregate principal amount of our unregistered 2036
senior debentures are outstanding.
Expiration of Exchange Offer
The exchange offer will expire at 5:00 p.m., New York City time,
on October 18, 2006, unless we decide to extend the expiration
date.
Conditions of the Exchange Offer
We will not be required to accept for exchange any
unregistered senior notes or debentures, and we may amend or
terminate the exchange offer if any of the following conditions
or events occurs:
· the exchange offer, or the making of any exchange by a
holder, violates applicable law or any applicable
interpretation of the staff of the SEC;
· any action or proceeding shall have been instituted or
threatened with respect to the exchange offer which, in our
judgment, would impair our ability to proceed with the
exchange offer; and
· any law, rule or regulation or applicable interpretation of
the staff of the SEC has been issued or promulgated
which, in our good faith determination, does not permit us
to effect the exchange offer.
We will give oral or written notice of any non-acceptance,
amendment or termination to the registered holders of the
unregistered senior notes and debentures as promptly as
practicable. We reserve the right to waive any conditions of
the exchange offer.
Resale of Exchange Senior Notes and
Based on interpretative letters of the SEC staff to third parties
Debentures
unrelated to us, we believe that you can resell and transfer the
exchange senior notes and debentures you receive pursuant to
this exchange offer, without compliance with the registration
and prospectus delivery provisions of the Securities Act,
provided that:
· any exchange senior notes and debentures to be received
by you will be acquired in the ordinary course of your
business;
· you are not engaged in, do not intend to engage in and
have no arrangement or understanding with any person to
participate in the distribution of the unregistered senior
notes or debentures or exchange senior notes or
debentures;
· you are not an `
`
affiliate'
'
(as defined in Rule 405 under the
Securities Act) of Viacom or, if you are such
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an affiliate, you will comply with the registration and
prospectus delivery requirements of the Securities Act to
the extent applicable;
· if you are a broker-dealer, you have not entered into any
arrangement or understanding with Viacom or any
`
`
affiliate'
'
of Viacom (within the meaning of Rule 405
under the Securities Act) to distribute the exchange senior
notes or debentures;
· if you are a broker-dealer, you will receive exchange senior
notes and debentures for your own account in exchange
for unregistered senior notes and debentures that were
acquired as a result of market-making activities or other
trading activities and that you will deliver a prospectus in
connection with any resale of such exchange senior notes
and debentures; and

· you are not acting on behalf of any person or entity that
could not truthfully make these representations.
If you wish to accept the exchange offer, you must represent to
us that these conditions have been met.
If our belief is inaccurate and you transfer any exchange senior
notes or debentures without delivering a prospectus meeting
the requirements of the Securities Act or without an exemption
from registration under the Securities Act, you may incur
liability under the Securities Act. We do not assume or
indemnify you against such liability, but we do not believe that
any such liability should exist.
Accrued Interest on the Exchange Senior
The exchange senior notes and debentures will accrue interest
Notes and Debentures and Unregistered
from the date interest was last paid on the relevant series of
Senior Notes and Debentures
unregistered senior notes and debentures. If no interest was
paid on your unregistered senior notes and debentures, your
exchange senior notes and debentures will accrue interest from
and including June 16, 2006, in the case of the exchange 2009
senior notes, or from and including April 12, 2006, in the case
of the exchange 2011 senior notes, the exchange 2016 senior
notes and the exchange 2036 senior debentures. We will pay
interest on the exchange 2009 senior notes quarterly on March
16, June 16, September 16 and December 16 of each year. We
will pay interest on the exchange 2011 senior notes, the
exchange 2016 senior notes and the exchange 2036 senior
debentures semi-annually on April 30 and October 30 of each
year.
Holders of unregistered senior notes and debentures that are
accepted for exchange will be deemed to have waived the right
to receive any payment in respect of interest
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accrued from the date of the last interest payment date that was
made in respect of the relevant series of unregistered senior
notes and debentures (or, if no interest was paid, from and
including June 16, 2006, in the case of the unregistered 2009
senior notes, or from and including April 12, 2006, in the case
of the unregistered 2011 senior notes, the unregistered 2016
senior notes and the unregistered 2036 senior debentures) until
the date of the issuance of the exchange senior notes and
debentures. Consequently, holders of exchange senior notes
and debentures will receive the same interest payments that
they would have received had they not accepted the exchange
offer.
Procedures for Tendering Unregistered
If you wish to participate in the exchange offer, you must
Senior Notes and Debentures
transmit a properly completed and signed letter of transmittal,
and all other documents required by the letter of transmittal, to
the exchange agent at the address set forth in the letter of
transmittal. These materials must be received by the exchange
agent before 5:00 p.m., New York City time, on October 18,
2006, the expiration date of the exchange offer. You must also
provide:
· a confirmation of any book-entry transfer of unregistered
senior notes and debentures tendered electronically into
the exchange agent'
s account with DTC, Euroclear or
Clearstream Luxembourg. You must comply with DTC'
s,
Euroclear'
s or Clearstream Luxembourg'
s respective
standard operating procedures for electronic tenders, by
which you will agree to be bound in the letter of
transmittal; or
· physical delivery of your unregistered senior notes and
debentures to the exchange agent'
s address as set forth in
the letter of transmittal.
The letter of transmittal must also contain the representations
you must make to us as described under `
`
The Exchange Offer
Resale of Exchange Senior Notes and Debentures.'
'
Special Procedures for Beneficial Owners
If you are a beneficial owner of unregistered senior notes and
debentures that are held through a broker, dealer, commercial
bank, trust company or other nominee and you wish to tender
such unregistered senior notes and debentures, you should
contact the person promptly and instruct the person to tender
your unregistered senior notes and debentures on your behalf.
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Guaranteed Delivery Procedures for
If you cannot meet the expiration deadline, or you cannot
Unregistered Senior Notes and Debentures
deliver your unregistered senior notes and debentures, the
letter of transmittal or any other required documentation, or
comply with DTC'
s, Euroclear'
s or Clearstream Luxembourg'
s
respective standard operating procedures for electronic
tenders on time, you may tender your unregistered senior
notes and debentures according to the guaranteed delivery
procedures set forth under `
`
The Exchange Offer --
Guaranteed Delivery Procedures.'
'
Withdrawal Rights
You may withdraw the tender of your unregistered senior notes
and debentures at any time prior to 5:00 p.m., New York City
time, on October 18, 2006, the expiration date.
Consequences of Failure to
If you are eligible to participate in this exchange offer and you
Exchange
do not tender your unregistered senior notes and debentures
as described in this prospectus, you will not have any further
registration rights. In that case, your unregistered senior notes
and debentures will continue to be subject to restrictions on
transfer. As a result of the restrictions on transfer and the
availability of exchange senior notes and debentures, the
unregistered senior notes and debentures are likely to be much
less liquid than before the exchange offer. The unregistered
senior notes and debentures will, after the exchange offer, bear
interest at the same rate as the respective exchange senior
notes and debentures.
Certain U.S. Federal Income Tax
The exchange of the unregistered senior notes and debentures
Consequences
for exchange senior notes and debentures pursuant to the
exchange offer will not be a taxable exchange for U.S. federal
income tax purposes.
Use of Proceeds
We will not receive any proceeds from the issuance of
exchange senior notes and debentures pursuant to the
exchange offer.
Accounting Treatment
We will record the exchange senior notes and debentures at
the same carrying value of the unregistered senior notes and
debentures of the corresponding series reflected in our
accounting records on the date the exchange offer is
completed. Accordingly, we will not recognize any gain or loss
for accounting purposes upon the exchange of exchange
senior notes and debentures for unregistered senior notes and
debentures. We will amortize certain expenses incurred in
connection with the issuance of the exchange senior notes and
debentures over their respective terms.
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Exchange Agent for Unregistered Senior
The Bank of New York, the trustee under the indenture for the
Notes and Debentures
unregistered senior notes and debentures, is serving as the
exchange agent in connection with the exchange offer. The
Bank of New York can be reached at 101 Barclay Street, 7 East,
New York, New York 10286; its telephone number is (212) 815-
3687 and its facsimile number is (212) 298-1915.
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Summary Description of the Senior Notes and Debentures
The following is a brief summary of some of the terms of the senior notes and debentures. For a more
complete description of the terms of the senior notes and debentures, see `
`
Description of the Senior Notes and
Debentures'
'
on page 111 of this prospectus.
Issuer
Viacom Inc.
Exchange Senior Notes and
· $750,000,000 aggregate principal amount of registered
Debentures
floating rate senior notes due 2009;
· $1,500,000,000 aggregate principal amount of registered
5.75% senior notes due 2011;
· $1,500,000,000 aggregate principal amount of registered
6.25% senior notes due 2016; and
· $1,750,000,000 aggregate principal amount of registered
6.875% senior debentures due 2036.
Maturity
The exchange senior notes due 2009 will mature on June 16,
2009.
The exchange senior notes due 2011 will mature on April 30,
2011.
The exchange senior notes due 2016 will mature on April 30,
2016.

The exchange senior debentures due 2036 will mature on April
30, 2036.
Interest
The exchange senior notes due 2009 will bear interest at a rate
per year equal to three-month LIBOR plus 0.35% to be reset
quarterly. Interest on the exchange senior notes due 2009 will
be payable quarterly in arrears on March 16, June 16,
September 16 and December 16 of each year.
The exchange senior notes due 2011 will bear interest at the
rate of 5.75% per year; the exchange senior notes due 2016 will
bear interest at the rate of 6.25% per year; and the exchange
senior debentures due 2036 will bear interest at the rate of
6.875% per year. Interest on the exchange senior notes due
2011, the exchange senior notes due 2016 and the exchange
senior debentures due 2036 will be payable semi-annually in
arrears on April 30 and October 30 of each year.
Interest on the exchange senior notes and debentures will be
paid beginning on the interest payment date immediately
following the last interest payment date for which interest was
paid on the relevant series of unregistered senior notes and
debentures (or, if no interest was paid, beginning on the first
interest payment date
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following the issuance of such series of unregistered notes or
debentures).
Ranking
The exchange senior notes and debentures will be unsecured
senior obligations of Viacom Inc. and will rank equally with all
of Viacom Inc.'
s existing and future unsecured senior
obligations, including its credit facilities. As of June 30, 2006,
Viacom Inc. had approximately $7.32 billion of indebtedness
outstanding under its credit facilities, the unregistered senior
notes and debentures and its commercial paper program.
The exchange senior notes and debentures will be structurally
subordinated to all obligations of our subsidiaries including
claims with respect to trade payables. As of June 30, 2006, our
direct and indirect subsidiaries had approximately $337.5 million
of indebtedness outstanding.
Sinking fund
None.
Optional redemption
We may not redeem the exchange senior notes due 2009 at our
option prior to their maturity date.
We may redeem some or all of the exchange senior notes due
2011, the exchange senior notes due 2016 and the exchange
senior debentures due 2036 at any time and from time to time at
their principal amount, plus the applicable premium, if any, and
accrued interest. See `
`
Description of the Senior Notes and
Debentures Optional Redemption.'
'
Certain covenants
We will issue the senior notes and debentures under an
indenture that, among other things, limits our ability to:
· consolidate, merge or sell all or substantially all of our
assets;
· create liens; and
· enter into sale and leaseback transactions.
All of these limitations are subject to a number of important
qualifications and exceptions. See `
`
Description of the Senior
Notes and Debentures.'
'
Governing law
The senior notes and debentures and the indenture under
which they will be issued will be governed by New York law.
Risk factors
See `
`
Risk Factors'
'
beginning on page 18 for a discussion of
the factors you should consider carefully before deciding to
invest in the senior notes and debentures.
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Summary Selected Consolidated Financial Data
The following tables present our summary selected consolidated financial data. The summary selected
consolidated financial data should be read in conjunction with, and is qualified in its entirety by reference to, our
consolidated financial statements and the notes thereto included in this prospectus and the related
`
`
Management'
s Discussion and Analysis of Financial Condition and Results of Operations'
'
beginning on page
33. The consolidated income statement data for the years ended December 31, 2005, 2004 and 2003 and the