UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Commission File Number 001-09553

CBS CORPORATION

(Exact name of registrant as specified in its charter)

1515 Broadway51 W. 52^nd Street
New York, NY 1003610019
(212) 258-6000975-4321
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Securities Registered Pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act:

None

(Title Of Class)

        Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act of 1933).    Yes ý No o

        Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.    Yes o No ý

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (see definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Securities Exchange Act of 1934).

Large accelerated filer    ý            Accelerated filero             Non-accelerated filer    o

        Indicate by check mark whether the registrant is an accelerated filera shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes ýo No oý

        As of June 30, 2004,2005, which was the last business day of the registrant's (formerly known as Viacom Inc.) ("Former Viacom") most recently completed second fiscal quarter, the aggregate market value of the shares of Former Viacom Inc. Classclass A Common Stock,common stock, $0.01 par value, ("Class A Common Stock"), held by non-affiliates was approximately $1,396,419,601$1,218,768,283 (based upon the closing price of $36.35$32.22 per share as reported by the New York Stock Exchange on that date) and the aggregate market value of the shares of theFormer Viacom Inc. Classclass B Common Stock,common stock, $0.01 par value, ("Class B Common Stock"), held by non-affiliates was approximately $53,132,558,671$43,610,913,332 (based upon the closing price of $35.72$32.02 per share as reported by the New York Stock Exchange on that date).

        As of March 1, 2005, 131,502,5642006, 64,962,813 shares of CBS Corporation Class A Common Stock, $0.001 par value ("Class A Common Stock"), and 1,496,205,266707,348,555 shares of CBS Corporation Class B Common Stock, $0.001 par value ("Class B Common Stock"), were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of Viacom Inc.'sCBS Corporation's Notice of 20052006 Annual Meeting of Stockholders and Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Proxy Statement") (Part III).

PART I

Item 1.Business.

RECENT DEVELOPMENTS

        On March 16, 2005,        The separation of former Viacom announced that it has been exploring the possible division of its businessesInc. ("Former Viacom") into separate publicly-traded companies, one of which would highlight Viacom's high-growth businesses such as MTV Networks and would be operated by Tom Freston, and one of which would combine its leadingtwo publicly traded entities, CBS broadcast television businesses, growing outdoor business and high free cash flow operations such as radio, which would be operated by Leslie Moonves. Viacom expects to announce further details regarding the possible separation in the second quarter of 2005. No assurance can be given that any transaction will be consummated.

BACKGROUND

        Viacom Inc.Corporation (together with its consolidated subsidiaries unless the context otherwise requires, the "Company" or "Viacom""CBS Corp.") and new Viacom Inc. ("New Viacom") was completed on December 31, 2005 (the "Separation"). The Separation was accomplished pursuant to a merger in which a subsidiary of Former Viacom was merged with and into Former Viacom, with Former Viacom continuing as the surviving entity. On December 31, 2005, Former Viacom was renamed "CBS Corporation" and each outstanding share of Former Viacom class A common stock was converted into the right to receive .5 of a share of CBS Corp. class A common stock, $0.001 par value ("Class A Common Stock"), and .5 of a share of New Viacom class A common stock and each outstanding share of Former Viacom class B common stock was converted into the right to receive .5 of a share of CBS Corp. class B common stock, $0.001 par value ("Class B Common Stock"), and .5 of a share of New Viacom class B common stock. As a result of the one share for .5 share conversion ("Share Conversion"), all Former Viacom share and per share data have been adjusted for all periods presented, unless otherwise indicated. The Company has accounted for the Separation as a spin-off and, accordingly, the results of New Viacom have been reflected as discontinued operations for all periods presented. The Company's Registration Statement on Form S-4, which was filed with the Securities and Exchange Commission on November 23, 2005 and subsequently declared effective, further describes the Separation.

        CBS Corp. is a diversified worldwide entertainmentmass media company with operations in the following segments:

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CABLE NETWORKS: The Cable Networks segment consists ofMTV Music Television®, Nickelodeon®, Nick at Nite®, VH1®, MTV2™, TV Land®, Spike TV®, CMT®: Country Music Television™, Comedy Central®, BET®, BET Jazz™,andShowtime®, among other program services.



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TELEVISION: The Television segment consists of theCBS® andUPN® Television Networks,television networks; the Company's 39 owned broadcast television stations, andstations; its television production and syndication business, includingCBS Paramount Television™ andKing World® ProductionsProductions; and its cable networksShowtime®and Paramount Television™.CSTV®, among other program services. In January 2006, the Company announced a 50/50 joint venture with Warner Bros. Entertainment to form a new broadcast network, The CW, expected to be launched in Fall 2006. UPN plans to cease broadcasting its network schedule at the conclusion of the 2005/2006 broadcast season in September 2006.



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RADIO: The Radio segment owns and operates 183179 radio stations in 4140 United States ("U.S.") markets throughInfinityCBS Radio®.



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OUTDOOR: The Outdoor segment throughViacom Outdoor® displays advertising on media, including billboards, transit shelters, buses, rail systems (in-car, station platforms and terminals), mall kiosks, masts and stadium signage.signage principally throughCBS Outdoor®.



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ENTERTAINMENT:PARKS/PUBLISHING: The Entertainment segmentParks/Publishing category includesParamount Pictures®, which produces and distributes theatrical motion pictures;Simon & Schuster, which publishes and distributes consumer books under imprints such asSimon & Schuster®, Pocket Books®, Scribner® andThe Free Press™; andParamount Parks®, which is principally engaged in the ownership and operation of five theme parks and a themed attraction in the United StatesU.S. and Canada;Canada. In January 2006, the Company announced its intention to divest Paramount Parks and movie theater and music publishing operations.to complete the divestiture in the second half of 2006.

        For the year ended December 31, 2004,2005, contributions to the Company's consolidated revenues from its segments were as follows: Cable Networks 29%, Television 38%64%, Radio 9%15%, Outdoor 8%13% and Entertainment 18%Parks/Publishing 8%. Intercompany revenue eliminations, as a percentage of total revenues, were 2% for the year ended December 31, 2004. The Company generated approximately 16%12% of its total revenues from international regions in 2004.2005. For the year ended December 31, 2004,2005, approximately 60%67% and 23%22% of total international revenues of $3.7$1.73 billion were generated in Europe and Canada, respectively.

        During 2004, the Company announced that it would pursue the tax-free split-off of Viacom's approximately 81.5% interest in Blockbuster Inc. ("Blockbuster") (NYSE: BBI) through an exchange offer. In 2004,January 2006, the Company completed the exchange offer under which Viacom accepted 27,961,165 sharesacquisition of Viacom common stock in exchangeCSTV Networks, Inc., a leading cable network and online digital sports media company devoted to college athletics, for the 144approximately $325 million comprised of 10.2 million shares of Blockbuster that Viacom owned. Each share of Viacom Class A andthe Company's Class B Common Stock accepted for exchange by Viacom was exchanged for 5.15 shares of Blockbuster common stock, consisting of 2.575 shares of Blockbuster class A common stock and 2.575 shares of Blockbuster class B common stock. Blockbuster is presented as a discontinued operation for all periods presented herein.$49 million in

        Duringcash. In 2005, the Company acquired KOVR-TV, a Sacramento television station, for approximately $285 million and KIFR-FM, a San Fransisco radio station, for approximately $95 million. In July 2005, Famous Players, a Canadian-based theater chain, was sold for approximately $400 million. In December 2004, the Company acquired 97.8% of VIVA Media AG,the remaining outstanding interest that it did not already own in SportsLine.com, Inc., a youth entertainmentleading online sports media company based in Germany, for a total purchase price of $393.6 million.company. In December 2004, the Company acquired a 10% interest in Spanish Broadcasting System, Inc. ("SBS") and warrants for approximately another 5% interest in SBS, in exchange for one of the Company's 93.3 FM radio stationstations serving the San Francisco market. Also, in DecemberIn 2004, the Company announced its agreement to purchase CBS Sacramento, California affiliate, KOVR-TV 13,tax-free split-off of Former Viacom's approximately 81.5% interest in Blockbuster Inc. ("Blockbuster") (NYSE: BBI) through an exchange offer was completed. Blockbuster and Famous Players are presented as discontinued operations for $285 million, subject to regulatory approval.all periods presented herein.

        For additional information about significant acquisitions see Note 5 to the Consolidated Financial Statements.

        As new technologies for delivering content and services evolve, the Company is pursuing opportunities to distribute content to consumers through various mediaplatforms including the Internet, mobile devices, video-on-demand and interactive television and video games. In December 2004,television. During the first quarter of 2006, the Company acquired the remaining outstanding interest that it did not already own in SportsLine.com, Inc., a leading online sports media company, and, in January 2005, announced its strategic partnership with Microsoftvarious arrangements to extend the reach ofMTV Music Television, VH1, CMT: Country Music Television its news andComedy Central program content across a number of digital entertainment products and platforms.platforms with leading Internet, cable and mobile wireless companies, among others.

        The Company competes with many different entities and media in various markets worldwide. In addition to competition in each business,of its businesses, the Company competes for opportunities in the entertainment business with other diversified international entertainment companies such as Time Warner, News Corporation, Sony Corporation, Clear Channel Communications, The Walt Disney Company, NBC Universal, Inc., News Corporation and NBC Universal.Clear Channel Communications.

        As of March 1, 2005,2006, National Amusements, Inc. ("NAI"), a closely held corporation that owns and operates approximately 1,4251,540 movie screens in the United States ("U.S."), the United Kingdom ("U.K."), South America and Russia and manages 21 movie screens in the U.S. and the U.K., beneficially owned Class A Common Stock of the Company representing approximately 71% of the voting power of all classes of the Company's Common Stock, and approximately 12% of the Company's Class A Common Stock and Class B Common Stock on a combined basis. Owners of the Company's Class A Common Stock are entitled to one vote per share. The Company's Class B Common Stock does not have voting rights. NAI is not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. Sumner M. Redstone, the controlling shareholder of NAI, is the Executive Chairman of the Board of Directors and Chief Executive OfficerFounder of the Company.

        The Company was organized in Delaware in 1986 for the purpose of acquiring the stock of a predecessor.1986. The Company's principal offices are located at 1515 Broadway,51 W. 52^nd Street, New York, New York 1003610019 (telephone 212/258-6000)975-4321).

VIACOM BUSINESS SEGMENTSCompetitive Strengths

CBS Corp. believes it possesses a number of strengths that will enable it to compete successfully:

Cable Networks    (29%, 27%Wide reach and 25% of the Company's consolidated revenuesdistribution in 2004, 2003 and 2002, respectively)

        The Company owns and operates advertiser-supported basic cable television program services through MTV Networks ("MTVN") and Black Entertainment Television ("BET") and premium subscription television program services through Showtime Networks Inc. ("SNI") inmultiple media throughout the U.S. and internationally.

        Generally,key international markets.    CBS Corp. is a leading mass media company, with businesses that for many years have consistently held leadership positions as well as newer businesses that operate on the Company's cable networks, which target various demographics, are offered for a fee to cable television operators, distributors of direct-to-home satellite services ("DTH") and other multichannel distributors. Cable television and DTH are currently the predominant means of distributionleading-edge of the Company's program servicesmedia industry. CBS Corp., through its many and varied operations, combines broad reach with well-positioned national and local businesses, all of which provide it with an extensive distribution network by which it serves audiences and advertisers in all 50 states, including the U.S. Internationally, distribution technology varies region by region.

Nielsen Media Research, for the broadcast television primetime daypart for the period September 20, 200419, 2005 to March 6, 2005,5, 2006, the CBS Television Network secured the #1 position for total viewers and for key adult viewers ages 25-54 and 18-49 (with respect to 18-49,25-54, tied with Fox)ABC).

        Television Stations.    Television stations compete for programming, on-air talent, audiences and advertising revenues with other stations and cable networks in their respective coverage areas and, in some cases, with respect to programming, with other station groups, and, in the case of advertising revenues, with other local and national media. The owned and operated television stations' competitive position is largely influenced by (i)the quality of the syndicated programs and local news programs in time periods not programmed by the network; the strength of the CBS and UPN Television Networkstelevision networks and, in particular, with respect to those that are CBS affiliated television stations, the viewership of the CBS Television Network in the time period immediately prior to the late evening news; (ii) the quality of the syndicated programs and local news programs in time periods not programmed by the network; and (iii) in some cases, by the quality of the broadcast signal.

        BecauseIn connection with the conversion to digital television broadcasting, has begun, current and future technological and regulatory developments may affect competition within the television marketplace (see "Viacom"CBS Corp. Business Segments-Regulation-Broadcasting").

        Television Production and Syndication.    As a producer and distributor of programming, the Company competes with studios, television production groups, and independent producers and syndicators such as Disney, Sony, NBC Universal, and Warner Bros. and Fox to sell programming both domestically and overseas. The Company also competes to obtain creative talent and story properties which are essential to the success of all of the Company's entertainment businesses.

        Showtime Networks.    Showtime Networks primarily competes with other providers of premium subscription television program services in the U.S.: Home Box Office, Inc. and Starz Entertainment Group, L.L.C. Competition among premium subscription television program services in the U.S. is primarily dependent on: (i) the acquisition and packaging of an adequate number of recently released theatrical motion pictures and the production, acquisition and packaging of original series, original motion pictures and other original programs; and (ii) the offering of prices, marketing and advertising support and other incentives to cable operators, DTH satellite operators and other distributors for carriage so as to favorably position and package Showtime Networks' premium subscription television program services to subscribers. Home Box Office, Inc. is the dominant company in the U.S. premium subscription television category, offering two premium subscription television program services, HBO and Cinemax. Showtime Networks competes with Home Box Office, Inc. but has a significantly smaller share of the premium subscription television category. Starz Entertainment Group, L.L.C. owns Starz!, another premium subscription television program service, which features recently released theatrical motion pictures and competes with Showtime Networks' and Home Box Office, Inc.'s premium program services. Showtime Networks also competes for programming, distribution and/or audiences with broadcast television, basic cable program services and other media, including DVDs, portable devices and the Internet.

        The terms and favorable renewal of agreements with distributors for the distribution of the Company's premium subscription television program services are important to the Company. Consolidation among multichannel video programming distributors makes it more difficult to reach favorable terms and could have an adverse effect on revenues.

Radio    (9%(15%, 10%14% and 11%15% of the Company's consolidated revenues in 2005, 2004 2003 and 2002,2003, respectively)

        The Company's radio broadcasting business operates through InfinityCBS Radio, which owns and operates 183179 radio stations serving 4140 U.S. markets. ItPrior to the Separation, CBS Radio was known as Infinity Radio. CBS Radio is one of the largest operators of radio stations in the U.S.  Approximately 91% of the Company's radio stations are located in the 50 largest U.S. radio markets and approximately 58% in the 25 largest U.S. radio markets. The Company's growth strategy generally is to operate andradio stations in the largest markets, acquire radio stations in the largestmost attractive growth markets and take advantage of the Company's ability to sell advertising across multiple markets and formats. The Company believes that it is favorably impacted by offering both radio, television and outdoor advertising propertiesplatforms in large markets. The Radio"Radio Stations, Television Stations and Outdoor Advertising DisplaysDisplays" table below includes information with regardrespect to the Company's radio stations in the top 25 U.S. radio markets.

        Radio seeks to maintain substantial diversity among its radio stations. The geographically wide-ranging stations serve diverse target demographics through a broad range of programming formats, such as rock, oldies, news/all-news, talk, adult contemporary, sports/talk and country, and InfinityCBS Radio has established leading franchises in news, sports, and personality programming. This diversity provides advertisers with the convenience to selectof selecting stations to reach a targeted demographic group or to selectof selecting groups of stations to reach broad groups of consumers within and across markets. This diversity also reduces Radio'sthe Company's dependence on any single station, local economy, format or advertiser. Radio's general programming strategies include employing popular on-air talent, syndicating shows of some of these talent nationally and acquiring the rights to broadcast sports franchises and news content for its radio stations. These strategies, in addition to developing loyal audiences for its radio stations, create the opportunity to obtain additional revenues from syndicating such programming elements to other radio stations. Howard Stern,

        CBS Radio has changed morning show programming at 27 of its radio stations. Certain of those stations have been rebranded as "Free FM,™" a talk radio format that features new on-air talent responsible for programming approximately 20 hours per weektalent. In addition, CBS Radio features the "Jack" format on 27 Infinity12 of its stations. "Jack" is a highly music-intensive format with an expansive playlist. In March 2006, a one-hour radio show,Jim Cramer's Real Money, began live broadcasts on eight CBS Radio stations and, in non-Infinity Radio markets, programming on radio stations from which Infinity Radio shares in syndication revenues, has announced that he will provide programming to Sirius Satellite Radio beginning January 1, 2006. There can be no assurance that any replacement programming will generate the revenues or profitability associated with Mr. Stern's show.stations.

        The substantial majority of Radio's advertising revenues are generated from the sale of local, regional and national advertising. The major categories of radio advertisers include: automotive, retail, healthcare, telecommunications, fast food, beverage, movies, entertainment and services.  InfinityCBS Radio is able to use the reach, diversity and branding of its 183 radio stations to create unique corporate-widedivision-wide marketing and promotional initiatives for major national advertisers forof products and services.  The success and reputation of InfinityCBS Radio and its stations allow the Company to attract the participation of major artists in these national campaigns.  Revenue fluctuations are common in the radio industry and are primarily the result of fluctuations in advertisingAdvertising expenditures by retailers.local advertisers fluctuate, which has an effect on Radio's revenues.

        The Company also owns the CBS Radio Network, which is managed by Westwood One, Inc. As of March 1,At December 31, 2005, Infinity ownsthe Company owned approximately 17%18% of the common stock of Westwood One, Inc., which it manages pursuant to a management agreement. Westwood One is a leading producer and distributor of syndicated and network radio programming in the U.S. and distributes syndicated and network radio programming, including traffic and weather information, to many of the Company's radio stations as well as to the Company's competitors. Westwood One does not own or operate radio stations. In December 2004, InfinityCBS Radio acquired a 10% interest in Spanish Broadcasting System, Inc., a company publicly traded on the NASDAQ, expanding the Company's commitment to Hispanic consumers.

        CBS Radio is extending its station brands online, through efforts that include streaming, podcasting and developing radio station Web sites. For example, approximately 70 CBS Radio stations throughout the

U.S. are streamed online, including such top brands as 1010 WINS in New York and KROQ-FM in Los Angeles.

Radio Competition.    The Company's radio stations directly compete within their respective markets for audience, advertising revenues and programming directly with other radio stations including those owned by other group owners such as those licensed to and operated by ABC Radio, Clear Channel Communications, Cox Radio, Emmis Communications, Entercom and Radio One as well asOne. The Company's radio stations also compete with other media, such as broadcast, cable and DTH satellite television, radio, newspapers, magazines, cable television and DTH, the Internet and direct mail, within their respective markets. The growth of Internet radio could result in increased competition.mail.

        The radio industry is also subject to competition from two satellite-delivered audio programming services, Sirius Satellite Radio and XM Satellite Radio, each providing over 100 channels of pay digital audio services. While these services primarily rely on subscription revenues,Sirius and XM and Sirius currently sell advertising time on some of their channels. XMchannels and Sirius are also competingcompete with the radio industry for programming.

        UnlikeThe Company's radio stations face increasing competition from audio programming delivered via the Internet and from consumer products such as portable digital audio players. These new technologies create new ways for individuals to listen to music and other content of their choosing while avoiding traditional commercial advertisements. An increasingly broad adoption by consumers of portable digital audio players could affect the ability of the Company's radio stations to attract listeners and advertisers.

        The radio broadcast television, the radio industry is just beginninghas begun the process of converting from analog to digital broadcasts. Currently, approximately 500700 radio stations are broadcasting in the U.S. using digital technology. The Company recentlyhas joined 20 other broadcast radio groups to commitform the HD Digital Alliance Association (the "Digital Alliance") which is committed to accelerate the conversion of anover 2,000 additional 2,000 AM and FM stations to digital radio technology over the next several years, including the conversion of approximately 120131 of the Company's radio stations, 63 of which had been converted at December 31, 2005. Members of the Digital Alliance have also agreed to provide two digital audio broadcasts on each of their radio stations. One will be a digital rebroadcast of the station's analog signal and the other will be used to offer a broad range of unique commercial-free programming. The Digital Alliance plans to market digital radio technology to receiver manufacturers, electronics retailers and automobile manufacturers, and will publicize the availability of digital radio with promotional messages to be aired on its members' stations. Implementing its agreement with the Digital Alliance, CBS Radio recently announced a line-up of multicast programming for over 60 of its radio stations in 17 markets. The Company believes that digital transmissions will provide listeners with improved sound quality and should facilitate the convergence of radio with other digital media. It is too early to predict the full effect that the conversion to digital will have on the Company's radio businesses or on competition generally.

        Radio's aggregateAggregate spot advertising sales revenues for itsthe Company's radio stations for 20042005 in each of the top five U.S. markets by metro area population were ranked either #1 or #2, according to the 20042005 Market Total Spot Performance Summary of Miller, Kaplan, Arase & Co., LLP (for the New York, Los Angeles, Chicago, San Francisco and Dallas-Fort Worth markets).

Radio Stations, Television Stations and Outdoor Advertising Displays

        The following table sets forth information with regard to the Company's radio stations, television stations and outdoor advertising displays as of March 1, 20052006 in the top 25 U.S. radio markets:

(1)

Market RankRadio market rank based on Fall 20042005 Radio Market Survey Schedule and Population RankingsRanking as provided by Arbitron Inc. Television market rank based on Nielsen Station Index—DMA Market and Demographic Rank, September 2005.

(2)

Sub-market of New York City. Radio'sThe Company's New York City radio and television stations serve Nassau-Suffolk.

Outdoor(8%, 8% and 9% (13% of the Company's consolidated revenuerevenues in each of 2005, 2004 2003 and 2002, respectively)2003)

        The Company sells, through Viacomits Outdoor businesses, advertising space on various media, including billboards, transit shelters, buses, rail systems (in-car, station platform and terminal), mall kiosks, masts and stadium signage. It has outdoor advertising operations in more than 90100 markets in North America, including all 50 of the largest metropolitan markets in the U.S., 1419 of the 1520 largest metropolitan markets in Canada and all44 of the 45 largest metropolitan markets in Mexico. Additionally, Viacom Outdoor has the exclusive rights to manage advertising space within the London Underground and on more than 90%approximately 87% of the buses in London and the U.K., has the exclusive rights to public transit advertisingtotal bus fleet in the Republic of Ireland and parts of Northern Ireland,U.K. and has a variety of outdoor advertising displays in the Netherlands, France, Italy, the Republic of Ireland, Spain Finland and Puerto Rico.China. The RadioCompany operates its Outdoor businesses through CBS Outdoor in the U.S., Vendor in Mexico and, with a license for the "Viacom" trademark for up to six years, Viacom Outdoor Canada in Canada and Viacom Outdoor outside the U.S., Mexico and Canada. The "Radio Stations, Television Stations and Outdoor Advertising DisplaysDisplays" table above includes information with regard to the Company's outdoor advertising properties in the top 25 U.S. radio markets.

        The substantial majority of Viacom Outdoor's revenues are generated from the sale of local, regional and national advertising. Advertising rates are based on supply and demand for the particular locations, which are influenced by a particular display's exposure known as "impressions" delivered in relation to the demographics of the particular market and its location within that market. Nielsen Media Research and Arbitron Inc.Currently, these impressions are testing the market for measuring these impressions.not measured by independent third parties. The Company cannot predict the impact, if any, on the Outdoor business should measuring impressions become widespread.measured independently. The major categories of out-of-home advertisers include: entertainment, media, automotive, beverage, financial, real estate, retail, healthcare, telecommunications, fast food, beverage, media, entertainmentrestaurants, health and beauty aids, hotels and professional services. Out-of-home media industry advertising expenditures by retailers and the entertainment industry fluctuate, which has an effect on Viacom Outdoor's revenues.

        Viacom        Outdoor generally operates in the billboard, transit and street furniture advertising markets. Viacom Outdoor primarily operates two types of billboard advertising displays, commonly referred to as "bulletins" and "posters." Bulletin space and poster space are generally sold for periods ranging from 30 days4 weeks to 12 months. Billboards are generally mounted on structures owned or leased by Viacom Outdoor. Lease agreements are negotiated with both public and private landowners for varying terms ranging from month-to-month to year-to-year and can be for terms of 10 years or longer, and many provide for renewal options. There is no significant concentration of displays under any one lease or subject to negotiation with any one landlord. New technologies for outdoor advertising displays, such as changeable message displays and digital billboards using light-emitting diode technology, continue to evolve. The Company keeps apprised of the evolution of such technology and display companies and endeavors to remain competitive in this regard.

        Transit advertising includes advertising on or in transit systems, including the interiors and exteriors of buses, trains, trams and at rail stations. Transit advertising contracts are negotiated with public transit authorities and private transit operators and generally provide for payment to the transit authority of a percentage of the revenues, a fixed payment, or the greater of a percentage of the revenues or a fixed payment. Where revenues are lower than anticipated, the minimum amount required to be paid to a transit authority may exceed, or be a high percentage of, the advertising revenues received by Outdoor under that advertising contract. In fourth quarter 2005, Outdoor renewed its contract for 10 years with the New York City Metropolitan Transportation Authority to handle display advertising in rail cars, at the entrances to stations, in stations and on station platforms in New York City subways and Staten Island Railway; extended for two years plus a one-year option to extend its agreement with MARTA, the Atlanta bus and rail system, and renewed for three years plus two one-year options its contract with SamTrans (San Mateo, California bus system) for interior and exterior bus advertising.

        Street furniture displays, the most common of which are bus shelters, reach both vehicular and pedestrian audiences. Bus shelters are usually constructed, installed and maintained by Outdoor. Most of Outdoor's bus shelter contracts include revenue-sharing arrangements with a municipality or transit authority and often include minimum required payments. Street furniture contracts usually involve a competitive bidding process and contracts typically are for a term of between 10 to 20 years. Contracts are awarded on the basis of projected revenues to the municipality, including minimum payments, and Viacom Outdoor's willingness to construct public facilities, such as bus shelters, public toilets and information kiosks. In both its transit and street furniture negotiations, Outdoor seeks to reduce minimum payment obligations on new agreements and on renewal of existing agreements. This position may make it more difficult to enter into new agreements or to renew certain existing agreements.

        Viacom        Outdoor's business strategy involves expanding its presence in major selected markets, to grow its revenues and cash flow by being a leading provider of out of home advertising services in the markets it serves, controlling costs and developing and entering into new markets. In addition, the Company purchases outdoor advertising assets within its existing markets or in contiguous markets. During 2004 Viacomand 2005, Outdoor acquired new properties and entered into new markets and ventures, including the acquisition of advertising rights and billboards at the Oakland-Alameda County Coliseum Complex in California.California and with the Port Authority in Oakland, California, and the rights to advertise on buses in Beijing, China, through its acquisition of a 70% interest in Magic Media Advertising Limited (renamed Viacom Outdoor (Beijing) Limited). The Company believes that there will be continuing opportunities for implementing its acquisition and development strategies given the outdoor advertising industry's fragmentation. This is particularly true in the international markets where Viacom Outdoor's presence offersthere are opportunities for Outdoor to increase profitability both from acquiring additional assets in or near its existing operations and from future acquisitions.acquisitions in new markets.

        Outdoor Competition.    The outdoor advertising industry is fragmented, consisting of several large companies involved in outdoor advertising such as Clear Channel CommunicationsOutdoor Holdings Inc., JC Decaux S.A., and Lamar Advertising Company as well as hundreds of smaller and local companies operating a limited number of structuresdisplay faces in a single or a few local markets. The Company also competes with other media, including broadcast and cable television, radio, print media, the Internet and direct mail marketers, within

their respective markets. In addition, it competes with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis. Advertisers compare relative costs of available media and cost-per-thousand impressions, particularly when delivering a message to customers with distinct demographic characteristics. In competing with other media, the outdoor advertising industry relies on its relative cost efficiency and its ability to reach a broad segment in a specific market or to target a particular geographic area or population with a particular demographic within that market. New technologies for outdoor advertising displays, such as animated billboards, continue to develop. The Company keeps apprised of the evolution of new technologies and endeavors to remain competitive in this regard.the industry. If these new technologies such as digital billboards prove desirable to Viacom Outdoor's customers and deliver appropriate returns on investment, the Company's costs could increase.

        The Company believes that its strong emphasis in sales and customer service and its position as a leading provider of advertising services in each of its primary markets as well as its nationwideinternational inventory enables it to compete effectively with the other outdoor advertising companies, as well as other media, within those markets.

Entertainment        Parks/Publishing    (18%, 20% and 19%(8% of the Company's consolidated revenues in each of 2005, 2004 2003 and 2002, respectively)2003)

        The Entertainment segment'sParks/Publishing category's principal businesses are Paramount Pictures, which produces and distributes theatrical motion pictures; Simon & Schuster, which publishes and distributes consumer books; Paramount Parks, which is principally engaged in the ownership and operation of five regional theme parks and a themed attraction in the U.S. and Canada; Famous Players™,and Simon & Schuster, which operates movie theaters in Canada; and Famous Music®, which is involved in music publishing.

        Theatrical Motion Pictures.    Through Paramount Pictures, the Company produces, financespublishes and distributes feature motion pictures. Each picture is a separate and distinct product with its financial success dependent upon many factors, among which cost and public response are of fundamental importance. In general, motion pictures produced or acquired for distribution by Paramount Pictures are exhibited in U.S. and foreign theaters followed by DVDs and videocassettes, pay-per-view television, premium subscription television, network television and basic cable and syndicated television exploitation. During 2004, Paramount Pictures produced, co-produced or acquired, and theatrically released, 16 feature motion pictures, includingMean Girls, Collateral, The SpongeBob SquarePants Movie andLemony Snicket's A Series Of Unfortunate Events. Paramount Pictures currently plans to release approximately 15 films in 2005 includingCoach Carter, produced byMTV Films and released in the first quarter of 2005. Generally, Paramount Pictures incurs the production and marketing costs of films produced byMTV Films orNickelodeon Movies and released by Paramount Pictures.MTV Films orNickelodeon Movies receives a participation based on the performance of these films and producer fees.Paramount Classics®, a division of Paramount Pictures established to handle the distribution of specialized film product, released 10 films in 2004 and currently plans to release approximately 9 titles in 2005. Release plans for films may change due to a variety of factors.

        In seeking to limit Paramount Pictures' financial exposure, the Company has pursued a strategy of entering into agreements to share the financing of certain films with other parties. The parties to these arrangements include studio and non-studio entities, both domestic and foreign. In various of these arrangements, other parties control certain distribution and/or other ownership rights.

        Paramount Pictures generally distributes its motion pictures for theatrical release outside the U.S. and Canada through United International Pictures ("UIP"), a company owned by the Company and an affiliate of Universal Studios, Inc. Pursuant to their agreement, UIP will continue to distribute each studio's films through 2006. Paramount Pictures distributes its motion pictures on DVDs and videocassettesconsumer books in the U.S. and Canada through Paramount Home Entertainment™ and outside the U.S. and Canada, generally through Paramount Home Entertainment International. Paramount Pictures' feature films initially theatrically released in the U.S. on or after January 1, 1998 have been exhibited exclusively to U.S. premium subscription television on SNI program services for certain windows. Paramount Pictures also distributes its motion pictures for premium subscription, free and basic cable television release outside the U.S. and licenses its motion pictures to residential and hotel/motel pay-per-view, airlines, schools and universities. License fees for exhibition on broadcast and/or cable television are generally collected in installments. License fees for television exhibition (including international and U.S. premium television and basic cable television) are recorded as revenue in the period that licensed films are available for such exhibition, which, among other reasons, may cause substantial fluctuation in Paramount Pictures' operating results. At December 31, 2004 and December 31, 2003, the unrecognized revenues attributable to such licensing of completed films from Paramount Pictures' license agreements were approximately $1.2 billion, including intercompany revenues of $287.4 million and $281.1 million, respectively. At December 31, 2004, Paramount Pictures had approximately 1,100 motion pictures in its library. The Company also has a library of additional motion picture titles, most of which comprise the Spelling Entertainment™ library. These libraries consist of titles for which Paramount Pictures and the Company control rights for various media and territories and for varying terms.internationally.

        Publishing.    Simon & Schuster publishes and distributes adult and children's consumer books in printed, audio and digital formats in the U.S. and internationally. Simon & Schuster's major adult imprints includeSimon & Schuster,Pocket Books, Scribner andSimon Spotlight Entertainment™Free Press. Simon & Schuster's major children's imprints includeSimon Spotlight®, Aladdin Paperbacks™ andSimon & Schuster Books For Young Readers™. Simon & Schuster also develops special imprints and publishes titles based on MTVN, Paramount PicturesCBS Network's andShowtime Networks' products as well as that of third parties and distributes products for other publishers. Simon & Schuster distributes its products directly and through third parties. Simon & Schuster also delivers content and promotes its products on Internet sites operated by various imprints or linked to individual titles. International publishing includes the international distribution of English-language titles through Simon & Schuster UK, Simon & Schuster Canada and Simon & Schuster Australia and other distributors, as well as the publication of local titles by Simon & Schuster UK.

        In 2004,2005, Simon & Schuster published 10098 titles that were New York Times bestsellers, including 1714 New York Times number one#1 bestsellers. Best-selling titles in 20042005 include"Angels & Demons"1776 by Dan Brown,David McCullogh,"He's Just Not That Into You" by Greg Behrendt and Liz Tuccillo,"Family First"Love Smart by Dr. PhilPhilip C. McGraw and several series featuring characters from popularNickelodeonTeacher Man programs.by Frank McCourt.Simon & Schuster Online™, throughSimonSays.com, publishes original content, builds reader communities and promotes and sells Simon & Schuster's books over the Internet.

        The consumer publishing marketplace is subject to increased periods of demand in the summer months and during the end-of-year holiday season. Major new title releases represent a significant portion of Simon & Schuster's sales throughout the year. Simon & Schuster's top 10 accounts drive a significant portion of its annual revenue. Consumer books are generally sold on a fully returnable basis, resulting in the return of unsold books. In the domestic and international markets, the Company is subject to global trends and local economic conditions.

        Parks.    Paramount Parks owns and operates five regional theme parks and a themed attraction in the U.S. and Canada: Paramount'sCarowinds®, in Charlotte, North Carolina,Paramount's Great America™, in Santa Clara, California, Paramount'sKings Dominion™®, located near Richmond, Virginia, Paramount'sKings Island™Island®, located near Cincinnati, Ohio, ParamountCanada's Wonderland®, located near Toronto, Ontario, and the themed attraction,Star Trek: The Experience®, at the Las Vegas Hilton, a futuristic, interactive environment based on the popular television and movie series. Each of the theme parks features attractions, products and live shows based on various intellectual properties ofowned or licensed by the Company. In addition, Paramount Parks manages and operates Bonfante Gardens, a family-oriented garden theme park in Gilroy, California. The Company has received unsolicited interest inIn 2005, Paramount Parks and is exploring its options.announced the formation of a joint venture with Great Wolf Lodge Resorts to develop a 30-acre resort at Paramount'sKings Island in Salem, Ohio.

        A substantial amount of Paramount Parks' income is generated during its seasonal operating period. Factors such as local economic conditions, competitors and their actions, and weather conditions during the operating season may impact the business' performance.

        Theatrical Exhibition.    The Company's movie theater operations include Famous Players in Canada. At December 31, 2004, Famous Players operated approximately 771 screens in 78 theaters across Canada. The In January 2006, the Company isannounced its intention to divest Paramount Parks and to complete the divestiture in the processsecond half of soliciting offers to purchase Famous Players. In the fourth quarter of 2004, entities affiliated with the Company and Vivendi Universal sold their respective 50% equity interests in United Cinema International. Affiliates of the Company and Vivendi Universal continue to each own a 50% interest in entities which operated approximately 122 screens in 12 theaters in the U.K., Brazil and Argentina at December 31, 2004, which are subject to proposed sale transactions. The Company also owns a 50% interest in two entities which operate approximately 123 screens in 20 theaters under the nameMann Theatres, the substantial majority of which are located in California. The Company and its joint venture partner are in the process of soliciting offers to purchase theMann Theatres.

regulate some of the equipment used by stations; adopt other regulations to carry out the provisions of the

Communications Act and other laws, including requirements affecting the content of broadcasts; and to impose penalties for violation of its regulations, including monetary forfeitures, short-term renewal of licenses and, in egregious cases, license revocation or denial of license renewals.

        Under the Communications Act, the FCC also regulates certain aspects of the operation of cable and DTH satellite systems and other electronic media that compete with broadcast stations.

        Indecency Regulation.    The FCC's rules prohibit the broadcast of obscene material at any time and indecent or profane material between the hours of 6 am and 10 pm. Broadcasters risk violating the prohibition against broadcasting indecent or profane material because of the vagueness of the FCC's definition of indecent material, coupled with the spontaneity of live programming. The FCC in the last few years has stepped up its enforcement activities as they apply to indecency, and has threatened to initiate license revocation proceedings against broadcast licensees for "serious" indecency violations. Legislation has also been introduced in Congress that would increase the penalties for broadcasting indecent programming and potentially increase the exposure of broadcasters to license revocation, renewal or qualifications proceedings in the event that they broadcast indecent material. In 2004, the FCC notified the Company of apparent liability for a $550,000 forfeiture relating to the broadcast of the Super Bowl half-time show by the Company's CBS broadcast television station affiliates and the CBS Television Network. The FCC had also previously initiated enforcement proceedings in response to allegations that several of the Company's radio stations had broadcast indecent material. In November 2004, the Company entered into a Consent Decree with the FCC pursuant to which all of these proceedings, other than the Super Bowl proceeding, were dismissed with prejudice and the Company agreed to make a voluntary contribution to the U.S. Treasury in the amount of $3.5 million when the Consent Decree becomes a "final order." The Company is defending the Consent Decree, which is being challenged by a third party, and is contesting the Super Bowl forfeiture.party. The Consent Decree also obligated the Company to provide training with respect to FCC indecency regulation to programming-related personnel at its broadcast radiotelevision and televisionradio operations and to implement other measures, such as audio and video delay mechanisms and editorial controls, to reduce the risk of broadcasting indecent material. Modifications to the Company's programming to reduce the risk of indecency violations could have an adverse effect on the competitive position of the Company's radio and television stations and the CBS Television Network. Since the Company and the FCC entered into the Consent Decree, additional complaints have been filed with the FCC alleging indecency violations at some of the Company's radio and television stations. On March 15, 2006, the FCC released three decisions relating to indecency complaints against the CBS Network and certain of the Company's television stations. The FCC ruled on the Super Bowl proceeding and ordered the Company to pay a forfeiture of $550,000. The FCC also notified the Company of apparent liability for forfeitures relating to a broadcast of the programWithout a Trace. The FCC proposed to assess a forfeiture of $32,500 against stations owned by the Company. Other complaints involving the broadcast of alleged indecent or profane material by stations owned by the Company remain pending. The Company intends to appeal or request reconsideration of the Super Bowl decision and to contest the proposed forfeitures. Some policymakers also support the extension of the indecency rules that are applicable to over-the-air broadcasters to cover cable and satellite programming and/or attempts to step up enforcement of or otherwise expand existing laws and rules. If such an extension, step up in enforcement or other expansion took place and were found to be constitutional, some of the Company's cable content could be subject to additional regulation and might not be able to attract the same subscription and viewership levels.

        License Renewals.    Radio and television broadcast licenses are granted for a term of eight years. The Communications Act requires the FCC to renew a broadcast license if the FCC finds that the station has served the public interest, convenience and necessity and with respect to the station, there have been no serious violations by the licensee of either the Communications Act or the FCC's rules and regulations and there have been no other violations by the licensee of the Communications Act or the FCC's rules and regulations that, taken together, constitute a pattern of abuse. The Company has pending and will file

renewal applications for a number of its radio and television station licenses in 20052006 and 2006, two2007, six of which have been opposed by third parties, and other renewal applications may be so opposed in the future.

        License Assignments.    The Communications Act requires prior FCC approval for the assignment of a license or transfer of control of an FCC licensee. Third parties may oppose the Company's applications to transfer or acquire additional broadcast licenses.

        Ownership Regulation.    The Communications Act and FCC rules and regulations limit the ability of individuals and entities to have an official position or ownership interest, known as an "attributable" interest, above specific levels in broadcast stations as well as in other specified mass media entities. In seeking FCC approval for the acquisition of a broadcast radio or television station license, the acquiring person or entity must demonstrate that the acquisition complies with the FCC's ownership rules or that a waiver of the rules is in the public interest.

        In 2003, the FCC completed a comprehensive review of all of its broadcast ownership rules (the "Omnibus Ownership Review"), including the local radio ownership rule, the local television ownership rule, the television national audience reach limitation, the dual network rule, the newspaper-broadcast cross-ownership rule and the radio-television cross-ownership rule, and adopted revised rules. Under the new rules, the Company would be permitted to expand its television and radio station holdings in a number of markets. Several parties, however, appealed the FCC's decision to the U.S. Court of Appeals for the Third Circuit. In January 2004, Congress passed legislation establishing a national television audience reach limitation of 39%. This legislation superseded the FCC's decision in the Omnibus Ownership Review to raise the limitation to 45%. In June 2004, the U.S. Court of Appeals for the Third Circuit remanded most of the other revised rules to the FCC for additional justification or modification, including new cross-media limits the FCC had established and certain revisions to the local radio and television ownership rules. Pending the U.S. Court of Appeals for the Third Circuit's subsequent review of the FCC's future decision on remand, a stay of the new broadcast ownership rules, except for the new local radio ownership rules, will remain in effect. The Company has joined with others in asking the U.S. Supreme Court declined to accept review of the Third Circuit's decision.case.

        The FCC's ownership rules, as currently in effect, and the new rules that remain subject to the court's stay, are briefly summarized below.

Local Radio Ownership.    OneThe FCC's new local radio ownership rule is not subject to the U.S. Court of Appeals for the Third Circuit's stay and applies in all markets where the Company owns radio stations. Under that rule, one party may own up to eight radio stations in the largest markets, no more than five of which may be either AM or FM. With a few exceptions, the rule permits the common ownership of eight8 radio stations in the top 50 markets, where CBS Radio has significant holdings. In the Omnibus Ownership Review, the FCC changed its method of defining local radio markets and counting the number of stations in a particular market, but not the numeric limits. As a result of the change in the method used for defining and counting the number of stations in a local radio market, the Company's radio portfolio exceeds the FCC's numeric limit in two markets. While the new rule does not require the divestiture of any existing radio ownership combinations, the Company is not permitted to transfer its radio portfolios in those two markets intact, except to qualified small businesses.

Local Television Ownership.Under the FCC's local television ownership rule as currently in effect, one party may own up to two television stations in the same market, referred to as a designated market area ("DMA"),DMA, so long as at least one of the two stations is not among the top four-ranked stations in the market based on audience share as of the date an application for approval of an acquisition is filed with the FCC, and at least eight independently owned and operating full-power television stations remain in the market following the acquisition. Further, without regard to numbersthe number of remaining or independently owned TVtelevision stations, the rule as in effect permits the ownership of two television stations within the same DMA so long as certain signal contours of the stations involved do not overlap. The new rule would eliminate the exception for non-overlapping stations and the requirement for a minimum of eight independently

owned and operated stations in a DMA. Under the new rule, one party could own up to 3 television stations in DMAs with 18 or more television stations and up to 2 television stations in DMAs with fewer than 18 television stations. The FCC, however, retained the prohibition of ownership of two top four-ranked stations, with limited exceptions. Under the rule as in effect, and the new rule, satellite stations that simply rebroadcast the programming of a "parent" station are exempt from the local television ownership rule if located in the same DMA as the "parent" station.

Television National Audience Reach Limitation.Under the national television ownership rule, as modified by Congress in 2004, one party may not own television stations which reach more than 39% of all U.S. television households. For purposes of calculating the total number of television households reached by a station, the FCC attributes a UHF television station with only 50% of the television households in its market.

The Company currently owns and operates television stations that have an aggregate television national audience reach for purposes of the national ownership limitation of approximately 38%, after

taking applying the UHF discount and the pending acquisition of KOVR-TV and divestitures of WNDY-TV and WWHO-TV into account.discount.

Radio-Television Cross-Ownership Rule.The radio-television cross-ownership rule as currently in effect limits the common ownership of radio and television stations in the same market. The numeric limit varies according to the number of independent media voices in the market.

The Company owns combinationsa combination of radio and television stations in the Los Angeles and Baltimore marketsmarket in excess of the limit currently in effect and would own a radio-television combination in the Sacramento market in excess of the limit following the acquisition of KOVR-TV. With respect to the Los Angeles market theeffect. The Company has an application pending before the FCC that if granted would bring the Company into compliance with the rule. The Company has also entered into an agreement to sell the necessary radio stations in Baltimore to comply with the rule. In order to acquire KOVR-TV, the Company is required to divest one of its radio stations that serves the Sacramento market under the FCC's radio-television cross-ownership rule.

New Cross-Media Limits.The FCC repealed the radio-television cross-ownership rule in the Omnibus Ownership Review and replaced it, as well as the newspaper-broadcast cross-ownership rule, with new cross-media limits. Under the new cross-media limits, there would be no cross-media limits in DMAs with nine or more television stations. In DMAs with between four andto eight television stations, radio and television cross-ownership would be permitted without any limitation, so long as there is no common ownership of a daily newspaper. The new rule would prohibit radio and television station cross-ownership only in markets with three or fewer television stations. The Company's radio and television portfolio complies with the new cross-media limits assuming that they go into effect without modifications.

Dual Network Rule.The dual network rule prohibits any of the four major networks, ABC, CBS, FOX and NBC, from combining. The FCC made no change to this rule in the Omnibus Ownership Review.

Attribution of Ownership.Under the FCC's attribution rules, a direct or indirect purchaser of various types of securities of an entity which holds FCC licenses, such as the Company, could violate the foregoing FCC ownership regulations or policies if that purchaser owned or acquired an "attributable" interest in other media properties. Under the FCC's rules, an "attributable" interest for purposes of the FCC's broadcast ownership rules generally includes: equity and debt interests which combined exceed 33% of a licensee's total assets, if the interest holder supplies more than 15% of the licensee's total weekly programming, or has an attributable same-market media interest, whether television, radio, cable or newspaper; a 5% or greater direct or indirect voting stock interest, including certain interests held in trust, unless the holder is a qualified passive investor in which case the threshold is a 20% or greater voting stock interest; any equity interest in a limited liability company or a partnership, including a limited partnership, unless properly "insulated" from management activities; and any position as an officer or director of a licensee or of its direct or indirect parent. The FCC is currently reviewing its single majority voting shareholder attribution exemption which renders as non-attributable voting interests up to 49% in a licensee controlled by a single majority voting shareholder. TheBecause the Company has aand New Viacom have the same single majority voting shareholder.shareholder, the business of each company is attributable to the other for certain FCC purposes, which may have the effect of limiting the activities or strategic business alternatives available to the

Company. (See Item 1A. Risk Factors—The Businesses of the Company and New Viacom Will Be Attributable to the Other Company for Certain Regulatory Purposes).

Alien Ownership.The Company periodically surveys its public shareholders to ascertain compliance with this statute. Theprovisions in the Communications Act limitsthat limit the ability of foreign entities or individuals to own or hold interests in broadcast licenses. In general, the Communications Act prohibits foreign individuals or entities from owning more than 20% of the voting power or equity of the Company.

        Digital Television Service.    The FCC has taken a number of steps to implement digital television broadcasting service in the U.S. The FCC has attempted to provide digital television coverage areas that are comparable to stations' existing service areas and has provided all licensed television stations with a

second channel on which to broadcast a digital television signal. Licensees are permitted to use their digital channels for a wide variety of services such as high definition video programming, multiple channels of standard definition televisionvideo programming, audio, data, and other types of communications, subject to the requirement that each broadcaster provide at least one free over-the-air video program signal at least comparable in resolution to the station's analog programming transmissions.

        The FCC requiredAs part of the nationwide transition from analog to digital broadcasting, all full power commercial television stations to begin broadcasting a digital signal by May 1, 2002. With the exception of its UPN-affiliated stations in Pittsburgh, Oklahoma City and Providence, all of the Company's stations are transmitting digital broadcasts that comply with the FCC's requirements. Two of these three UPN-affiliated stations are not broadcasting a digital signal because of FCC proceedings involving changes in their assigned digital channels, while the third station has experienced difficulties obtaining required local building permits. Beginning April 1, 2005, the Company's television stations which are transmitting a digital signal will be required to transmit a digital signal 100% of the time they are transmitting an analog signal.

        The FCC's plan conditionally calls All of the Company's full power television stations have commenced digital broadcasting, except for the digital television transition period to endCompany's UPN-affiliated station in the year 2006, atPittsburgh market. The FCC recently completed a proceeding in which time current rules would requirea digital channel was assigned to the Company's Pittsburgh television station.

        Legislation setting February 17, 2009 as the date U.S. full power television broadcasters must cease transmitting analog television signals was signed into law. The law sets aside $1.5 billion in subsidies to cease non-digital broadcasting and return one of their two channelshelp consumers obtain converter boxes that will allow analog television sets to the government, allowing that spectrum to be recovered for other uses. As provided by statute, however, the FCC is required to extend the end of the transition at the request of individual broadcast licensees on a market-by-market basis if one or more of the four largest network stations or affiliates is not broadcasting inreceive digital digital-to-analog converter technology is not generally available, or 15% or more television households are not receiving a digital signal. The FCC has recently initiated the process of assigning a final digital channel to all television stations. This process will not be completed until late 2006 at the earliest.broadcasts. The Company has incurred considerable costs in the conversion to digital television and is unable to predict the effect of the cessation of analog broadcasting and the extent or timing of consumer demand for digital television services and the resulting impact on the Company's viewership.

        Cable and Satellite Carriage of Television Broadcast Stations.    The 1992 Cable Act and implementing FCC regulations govern the retransmission of commercial television stations by cable television operators. Every three years, each station must elect, with respect to cable systems within its DMA, either "must carry" status, pursuant to which the cable system's carriage of the station is mandatory, or "retransmission consent," pursuant to which the station gives up its right to mandatory carriage in order to negotiate consideration in return for consenting to carriage. In general,Generally, the Company's stations haveCompany has elected the retransmission consent option for cable carriage for the three-year period that began January 1, 2003. The Company is still in the process of negotiating retransmission consent agreements with some cable operators, but in all cases the cable systems continue to carry the stations' signals. The next election between the must-carry and retransmission consent options must be made by October 1, 2005 for the three-year period beginning January 1, 2006.

        The Satellite Home Viewer Improvement Act permitsSimilarly, federal legislation and FCC rules govern the retransmission of broadcast television stations by DTH carriers such as DirecTV and EchoStar to retransmit a local television station's signal into its local market without copyright liability, subject to the consent of the local broadcaster. Until the end of 2009, thesatellite operators. DTH carrier may retransmit distant analog and digital network signals to certain households not served by local network affiliates, under the Satellite Home Viewer Extension and Reauthorization Act of 2004. Since January 1, 2002, DTH carriers have beensatellite operators are required to carry the signals of all local television broadcast stations requesting carriage in local markets in which the DTH carriersatellite operator carries at least one signal underpursuant to the statutory local-to-local compulsory copyright license. Every three years, each television station in such markets must elect "must carry" or "retransmission consent" status, in a manner similar to that described above with respect to cable systems. Almost all of the Company's owned and operated television stations are being transmitted into their local markets by the two major DTH carriers, either throughsatellite operators pursuant to retransmission consent agreements or mandatory carriage elections.agreements.

        The foregoing relates to cable and satellite carriage of analog television broadcast stations. Although a single programming stream transmitted by each digital television station will be required to be carried on

both distribution platforms after the end of the digital television transition period, the FCC, in February 2005, affirmed that it will not require cable operators either to carry both a station's analog and digital signals during the transition period or, after the conversion to digital, to carry more than a station's primary video programming channel. However, the Company has agreements with a number of multiple

system operators that require carriage of the digital and analog signals of the Company-owned television stations during the transition (including multiple streams of digital programming).

        A la Carte.    Several policymakers maintain that cable operators should be required to offer programming to subscribers on a network by network or à la carte basis or provide "family friendly" program tiers. Unbundling packages of program services may increase competition among programmers and marketing expenses, which could adversely affect the Company's cable networks' results of operations.

        Children's Television Programming.    Federal legislation and FCC rules limit the amount and content of commercial matter that may be shown on television stations during programming designed for children 12 years of age and younger, and require stations to broadcast three hours per week of educational and informational programming ("E/I programming") designed for children 16 years of age and younger. In response to rule changes proposed jointly by video programmers, including the Company, and public interest groups, the FCC recently stayed its new rules that, as of January 1, 2006, would have imposed the E/I programming requirement on each digital multicast program stream transmitted by television stations, limited the number of times a qualifying E/I program could be preempted for any reason, classified program promotions during children's programming as commercial matter unless the promoted programs are educational, and limited the display during children's programming of the Internet addresses of Web sites that contain or link to commercial material or that use program characters to sell products. These FCC rules could have had an adverse impact on the Company's owned and operated television stations as well as on the CBS Network, in particular because the children's programming supplied to CBS affiliates nationwide is subject to preemption due to scheduling conflicts involving sports and other popular event-based programming. If the joint proposal were adopted by the FCC, the concerns would be moot. While the FCC considers the suggested rule changes, the Company and the other companies involved in the joint proposal to the FCC have agreed to comply with their recommended less stringent Web site and promotions rules and with the E/I multicasting rule, but their proposal eliminates any numerical limit on preemptions of E/I programming.

        Program Access.    Under the Communications Act, vertically integrated cable programmers (more fully described below) are generally prohibited from offering different prices, terms or conditions to competing multichannel video programming distributors unless the differential is justified by certain permissible factors set forth in the FCC's regulations. The FCC's "program access" rules also limit the ability of a vertically integrated cable programmer to enter into exclusive distribution arrangements with cable operators. A cable programmer is considered to be vertically integrated under the FCC's program access attribution rules if it owns or is owned by a cable operator in whole or in part. Cable operators for this purpose may include telephone companies that provide video programming directly to subscribers. The Company's wholly owned program services are not currently subject to the program access rules. The Company's flexibility to negotiate the most favorable terms available for carriage of these services and its ability to offer cable operators exclusive programming could be adversely affected if it were to become subject to the program access rules. Certain actions of the Company with respect to program access rules are addressed under the terms of a separation agreement, which is filed as an exhibit to this report (the "Separation Agreement") between the Company and New Viacom. See Item 1A. Risk Factors—"The Separation Agreement Prohibits the Company from Engaging in Certain Types of Businesses."

        Digital Radio.    For a number of years, the FCC has been developing rules that would permit existing AM and FM radio broadcast stations to broadcast digitally in order both to improve sound quality and to provide spectrum for enhanced data services to complement the existing programming service and provide new business opportunities for radio broadcasters.broadcasters, including multicasting opportunities. In 2002, the FCC authorized FM radio stations (on a full-time basis) and AM radio stations (on a daytime only basis) to broadcast digital signals using excess spectrum in the same channel used for analog transmissions. The FCC is still developing final rules for the conversion of radio stations to digital, and has not mandated use of the technology or established any timetable for conversion to digital. Despite the lack of such a mandate, the Company has recently committed to converting 131 of its 183 radio stations to digital

broadcasting technology over the next several years. Approximately 20years, 63 of which had been converted at December 31, 2005. CBS Radio and other broadcasters have formed the Digital Alliance and have made similar commitments that will result in more than 2,500over 2,000 AM and FM stations converting to digital technology nationwide, including in each of the top 100 radio markets.

        Payola.    The Attorney General of the State of New York is in the process of conducting an investigation of record companies, radio stations and independent record promoters relating to the promotion and selection of music on radio stations, principally to determine whether radio stations have received undisclosed payments which were tied to their decisions on what songs to play, a practice commonly referred to as "payola." The Attorney General has entered into a settlement agreement with Sony/BMG Music Entertainment and Warner Music Group Corp. CBS Radio has cooperated fully with the Attorney General and has provided information as requested and permitted the deposition of several of its employees. Because the receipt of "payola" violates the Communications Act, the FCC has announced that it is reviewing information provided to it by the Attorney General, and may initiate its own investigation.

Outdoor

        The outdoor advertising industry is subject to extensive governmental regulation at the federal, state and local levels in the U.S. and to national, regional and local restrictions in foreign countries. These regulations can affect the operation of advertising displays and include restrictions on the construction, repair, upgrading, height, size and location of outdoor advertising structures and, in some instances, the content of advertising copy beingthat can be displayed on these structures. In addition, in recent years, outdoor advertising has become the subject of targeted state and municipal taxes.taxes and fees. These laws may affect competitive conditions in various markets in various ways. For example, suchSuch laws may reduce the Company's expansion opportunities, or may increase or reduce competitive pressure from others. No assurance can be given that existing or future laws or regulations and the enforcement thereof will not materially and adversely affect the Outdoor business.

        Under U.S. law, principally the Highway Beautification Act of 1965 (the "HBA"), outdoor advertising is controlled on primary and interstate highways built with federal financial assistance. As a condition to federal highway assistance, the HBA requires states to restrict billboards on such highways to commercial and industrial areas, and imposes certain additional size, spacing and other requirements associated with the installation and operation of billboards. AllOutdoor is not aware of any states which have passed laws and adopted regulations at least aswhich are less restrictive asthan the federal requirements, including the obligation on the part of the billboard owner to remove, at the owner's expense and without compensation, any non-grandfathered signs on such highways that do not comply with such requirements. Outdoor does not believe that the number of its billboards that may be subject to removal under these regulations is material. No state in which Outdoor operates has banned billboards, but some have adopted standards more restrictive than the federal requirements. Municipal and county governments generally also have sign controls as part of their zoning laws and building codes. Some state and local governments prohibit construction of new billboards and some allow new construction only to replace existing structures, although most allow construction of billboards subject to restrictions on zones,zoning, size, spacing, height and type of construction. In some cases, the construction of new billboards or the relocation or modification of existing billboards is prohibited. A number of cities including Philadelphia, New York City, Los Angeles and Miami have implemented or initiated legislative billboard controls, including imposing taxes, fees andand/or registration requirements in an effort to decrease or restrict the number of outdoor signs.signs and/or to raise revenue. The Company contests such laws and regulations that it believes unlawfully restrict its constitutional or other legal rights and may adversely impact the growth of theits outdoor advertising business.

        U.S. law does not requireneither requires nor prohibits removal of existing lawful billboards, but it does require payment of compensation if a state or political subdivision compels the removal of a lawful billboard along a primary or interstate highway that was built with federal financial assistance. State governments have

purchased and removed legal billboards for beautification objectives in the past using federal funding for transportation enhancement programs, and may do so in the future. State government authorities from time to time use the power of eminent domain to remove billboards. Thus far, Outdoor has been able to obtain satisfactory compensation for its billboards purchased or removed as a result of this type of governmental action, although there is no assurance that this will continue to be the case in the future. Local governments do not generally purchase billboards for beautification, but some have attempted to force removal of legal but nonconforming billboards (billboards which conformed with applicable zoning regulations when built but which do not conform to current zoning regulations) after a period of years under a concept called amortization. Under this concept the governmental body asserts that just compensation is earned by continued operation of the billboard over time. Although there is some question as to the legality of amortization under federal and many state laws, amortization has been upheld in some instances. Outdoor generally has been successful in negotiating settlements with municipalities for billboards required to be removed. Restrictive regulations also limit Outdoor's ability to rebuild or replace nonconforming billboards.

        As the owner or operator of various real properties and facilities in outdoor advertising operations, the Company must comply with various U.S. federal, state and local and foreign environmental, health, safety and land use laws and regulations. Viacom OutdoorThe Company and its properties are subject to such laws and regulations relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances and employee health and safety, as well as zoning and other land use restrictions which may affect, among other things, the hours of operation and illumination as well as methods and conditions of maintenance of facilities and advertising installation. Historically, the Company has not incurred significant expenditures to comply with these laws. However, future laws or a finding of a violation of or liability under existing laws could require the Company to make significant expenditures and otherwise limit or restrict its ability to use or operate some of its displays.

        Out-of-court settlements between the major U.S. tobacco companies, the U.S. government, and all 50 states include a ban on the outdoor advertising of tobacco products. State and local governments continue to initiate proposals designed to limit outdoor advertising of alcohol. Other products and services may be targeted in the future. Legislation regulating alcohol-related advertising due to content-related restrictions could cause a reduction in Outdoor's direct revenue from such advertisements and a simultaneous increase in the available space on the existing inventory of billboards in the outdoor advertising industry.

INTELLECTUAL PROPERTY

        The Company is a leader in the creation, ownershipcreates, owns and distribution ofdistributes intellectual property worldwide. It is the Company's practice to protect its theatricaltelevision and televisionradio product, characters, publications and its other original and acquired works and software. The following logos, andtrade names, trademarks and related trademark families are among those strongly identified with the product lines they represent and are significant assets of the Company:Viacom®, CBS®, CBS Entertainment™, CBS News™, CBS Sports™Sports®, CBS Radio™, UPN®, Infinity Radio®, Viacom Outdoor®, BET®, Comedy Central®, CMT®: Country Music Television™, MTV Music Television®, MTV U™, Nick at Nite®, Nickelodeon®, Spike TV®, TV Land®, VH1®, Paramount®, Paramount Pictures®, Famous Music®, Spelling Television®, Big Ticket Television®, Viacom Productions®, King World®, Paramount Parks®, Entertainment Tonight®, Star Trek®, Showtime®, The Movie Channel™, Flix®, CBS Outdoor™, King World®, Spelling Television®, Entertainment Tonight®, Star Trek®, Simon & Schuster®, Pocket Books®, CSTV College Sports Television®, CBSSportsline™, CBS Digital Media™ andPocket Books®. all the call letters for the Company's television and radio stations. As a result, domestic and foreign laws protecting intellectual property rights are important to the Company and the Company actively enforces its intellectual property rights against infringements.

EMPLOYEES AND LABOR MATTERS

        At December 31, 2004,2005, the Company employed approximately 38,35032,160 people including full-time and part-time salaried employees.

FINANCIAL INFORMATION ABOUT SEGMENTS AND FOREIGN AND DOMESTIC OPERATIONS

        Financial and other information by segment and relating to foreign and domestic operations for each of the last three years ending December 31 is set forth in Note 1415 to the Consolidated Financial Statements.

AVAILABLE INFORMATION

        Viacom Inc.CBS Corp.'s Web site address is www.viacom.com. Viacom Inc.www.cbscorporation.com. CBS Corp. makes available free of charge on or through the Shareholder InfoInvestor Relations section of its Web site its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. Such material is made available through the Company's Web site as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. On June 16, 2004,23, 2005, the Company submitted to the New York Stock Exchange the Annual CEO Certification required by Section 303A 12(a) of the New York Stock Exchange Listing Manual. The Company filed with the Securities and Exchange Commission the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31(a) and 31(b) to its Annual Report on Form 10-K for the year ended December 31, 2003.2004.

Item 1A.Risk Factors.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        This document and the documents incorporated by reference into this Annual Report on Form 10-K, including "Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition," contain 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 of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not based on historical facts, but rather reflect the Company's current expectations concerning future results and events. These forward-looking statements generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will" or other similar words or phrases. Similarly, statements that describe the Company's objectives, plans or goals are or may be forward-looking statements. 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 or achievements of the Company to be different from any future results, performance and achievements expressed or implied by these statements. More information about these risks, uncertainties and other factors is set forth on pages II-28 to II-30 of "Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition."below. There may be additional risks, uncertainties and factors that the Company does not currently view as material or that are not necessarily known. The forward-looking statements included in this document are only made as of the date of this document and the Company does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

RISK FACTORS

        For an enterprise as large and complex as the Company, a wide range of factors could affect our business and financial results. The factors described below are considered to be the most significant. There may be other currently unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on the Company's future results. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

A Decline in Advertising Expenditures Could Cause the Company's Revenues and Operating Results to Decline Significantly in Any Given Period or in Specific Markets

The Company derives substantial revenues from the sale of advertising on its broadcast and basic cable networks, television stations, radio stations, outdoor media and syndicated programming. A decline in the economic prospects of advertisers, the economy in general or the economy of any individual geographic market, particularly a major market such as Los Angeles, New York or Chicago, in which the Company owns and operates sizeable businesses, could alter current or prospective advertisers' spending priorities. Disasters, acts of terrorism, political uncertainty or hostilities could lead to a reduction in advertising expenditures as a result of uninterrupted news coverage and economic uncertainty. Advertising expenditures may also be affected by increasing competition for the leisure time of audiences. In addition, advertising expenditures by companies in certain sectors of the economy, including the automotive, financial and pharmaceutical segments, represent a significant portion of the Company's advertising revenues. Any political, economic, social or technological change resulting in a reduction in these sectors' advertising expenditures may adversely affect the Company's revenue. Advertisers' willingness to purchase advertising from the Company may also be affected by a decline in audience ratings for the Company's programming, the inability of the Company to retain the rights to popular programming, increasing audience fragmentation caused by the proliferation of new media formats, including cable networks, the Internet and video-on-demand and the deployment of portable digital devices which allow consumers to time shift programming and skip or fast forward through advertisements. The Company's revenues from outdoor advertising also depend on the Company's continued ability to obtain the right to use effective outdoor advertising space. Any reduction in advertising expenditures could have an adverse effect on the Company's revenues and results of operations.

The Company's Success Is Dependent upon Audience Acceptance of Its Content, Particularly its Television and Radio Programs, Which Is Difficult to Predict

Television and radio content production and distribution are inherently risky businesses because the revenues derived from the production and distribution of a television or radio program, and the licensing of rights to the intellectual property associated with the program, depend primarily upon their acceptance by the public, which is difficult to predict. The commercial success of a television or radio program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which are difficult to predict. Rating points are also factors that are weighed when determining the advertising rates that the Company receives. Poor ratings can lead to a reduction in pricing and advertising spending. For example, there can be no assurance that any replacement programming on the Company's radio or television stations will generate the same level of revenues or profitability of previous programming. In addition, the success of the Company's cable networks and Simon & Schuster is dependent in part on audience acceptance of its programming and publications, respectively. Consequently, low public acceptance of the Company's content, particularly its television and radio programs, will have an adverse effect on the Company's results of operations.

Failure by the Company to Obtain, Create and Retain the Rights in Popular Programming Could Adversely Affect the Company's Revenues

Operating results from the Company's programming businesses fluctuate primarily with the acceptance of such programming by the public, which is difficult to predict. The Company's revenue from its television and radio business is therefore partially dependent on the Company's continued ability to anticipate and adapt to changes in consumer tastes and behavior on a timely basis. Moreover, the Company derives a meaningful portion of its revenues from the exploitation of its extensive library of television programming. Generally, a television series must have a network run of at least three or four years to be successfully sold in domestic syndication. If the content of its television programming library ceases to be widely accepted by audiences or is not continuously replenished with popular content, the Company's revenues could be

adversely affected. The Company obtains a significant portion of its popular programming from third parties. For example, some of CBS Network's most widely viewed broadcasts, including the NCAA Division 1 Men's Basketball Championship, golf's Masters Tournament and PGA Championship, and NFL games, are made available based upon programming rights of varying duration that the Company has negotiated with third parties. In addition, Showtime Networks enters into commitments to acquire rights to feature films and other programming forShowtime,The Movie Channel andFLIX from motion picture producers and other suppliers for varying durations, and CBS Radio acquires the broadcast rights to syndicated shows and to various programs, such as sports events from third parties. Competition for popular programming that is licensed from third parties is intense, and the Company may be outbid by its competitors for the rights to new, popular programming or in connection with the renewal of popular programming currently licensed by the Company. The Company's failure to obtain or retain rights to popular content could adversely affect the Company's revenues.

Any Decrease in Popularity of the Programming for Which the Company Has Incurred Significant Commitments Could Have an Adverse Effect on Its Profitability

Programming and talent commitments of the Company, estimated to aggregate approximately $14.16 billion as of December 31, 2005, included $9.89 billion for the acquisition of sports programming rights, $2.86 billion relating to television, radio and film production and acquisitions and $897.8 million for talent contracts, with $3.09 billion of these amounts payable in and after 2011. A shortfall, now or in the future, in the expected popularity of the sports events for which the Company has acquired rights, or in the television and radio programming the Company expects to air, could lead to decreased profitability or losses for a significant period of time.

The Company's Operating Results Are Subject to Seasonal Variations

The Company's business has experienced and is expected to continue to experience seasonality due to, among other things, seasonal advertising patterns, seasonal theme park attendance and seasonal influences on people's viewing, reading and listening habits. Typically, the Company's revenue from advertising increases in the fourth quarter, Simon & Schuster generates a substantial portion of its revenues in the fourth quarter and Paramount Parks' revenues from admissions are primarily generated in the second and third quarters. In addition, advertising revenues in even-numbered years benefit from advertising placed by candidates for political offices. The effect of such seasonality makes it difficult to estimate future operating results based on the previous results of any specific quarter.

The Company's Businesses Operate in Highly Competitive Industries

The Company competes with other media companies for high quality content and attractive outdoor advertising space to achieve large audiences and to generate advertising revenue. The Company also competes for distribution on various cable, DTH satellite and other platforms. The Company's ability to attract viewers and advertisers and obtain favorable distribution depends in part on its ability to provide popular television, syndicated programming and radio programming and books, as well as well-placed outdoor advertising faces. In addition, the consolidation of advertising agencies, distributors and television service providers has made competition for viewers, advertising revenue, and distribution more intense. In addition, consolidation among book retailers has resulted in increased competition for limited shelf space for the Company's publications. Competition for viewers and advertising comes from: broadcast television stations and networks; cable television systems and networks; the Internet; terrestrial and satellite radio and portable digital audio players; outdoor advertisers; local, regional and national newspapers; direct mail; and other communications and advertising media that operate in these markets. Other television and radio stations or cable networks may change their formats or programming, a new station or new network may adopt a format to compete directly with the Company's stations or networks, or stations or networks might engage in aggressive promotional campaigns. This competition could result in lower ratings and advertising and subscription revenues or increased promotional and other expenses and, consequently, lower earnings and cash flow for the Company. The Company cannot assure you that it will be able to

compete successfully in the future against existing or potential competitors, or that competition will not have a material adverse effect on its business, financial condition or results of operations.

The Company Must Respond to Rapid Changes in Technology, Services and Standards in Order to Remain Competitive

Video, telecommunications, radio and data services technologies used in the entertainment industry are changing rapidly. Advances in technologies or alternative methods of product delivery or storage, or certain changes in consumer behavior driven by these or other technologies and methods of delivery and storage, could have a negative effect on the Company's businesses. Examples of such advances in technologies include video-on-demand, satellite radio, new video and electronic book formats and downloading from the Internet and digital outdoor displays. For example, devices that allow users to view or listen to television or radio programs on a time-delayed basis and technologies that enable users to fast-forward or skip advertisements, such as DVRs and portable digital devices, may cause changes in consumer behavior that could affect the attractiveness of the Company's offerings to advertisers and could therefore adversely affect its revenues. In addition, further increases in the use of portable digital devices which allow users to view or listen to content of their own choosing, in their own time, while avoiding traditional commercial advertisements, could adversely affect the Company's radio and television broadcasting advertising and subscription revenues. Cable providers and DTH satellite operators are developing new techniques that allow them to transmit more channels on their existing equipment to highly targeted audiences, reducing the cost of creating channels and potentially leading to the division of the television marketplace into more specialized niche audiences. More television options increase competition for viewers and competitors targeting programming to narrowly defined audiences may gain an advantage over the Company for television advertising and subscription revenues. The ability to anticipate and adapt to changes in technology on a timely basis and exploit new sources of revenue from these changes will affect the Company's ability to continue to grow and increase its revenue.

Increased Programming and Content Costs May Adversely Affect the Company's Profits

The Company produces and acquires programming and content and incurs costs for all types of creative talent, including actors, authors, writers and producers. An increase in the costs of such programming and content or in the costs for creative talent may lead to decreased profitability.

Piracy of the Company's Programming and Other Content, Including Digital and Internet Piracy, May Decrease Revenue Received from the Exploitation of the Company's Programming and Other Content and Adversely Affect Its Businesses and Profitability

Piracy of programming is prevalent in many parts of the world and is made easier by technological advances allowing conversion of programming and other content into digital formats, which facilitates the creation, transmission and sharing of high quality unauthorized copies of the Company's content. The proliferation of unauthorized copies and piracy of these products has an adverse effect on the Company's businesses and profitability because these products reduce the revenue that the Company potentially could receive from the legitimate sale and distribution of its products and services. In addition, if piracy were to increase, it would have an adverse effect on the Company's businesses and profitability.

Changes in U.S. Communications Laws or Other Regulations May Have an Adverse Effect on the Company's Business

The television and radio broadcasting and distribution industries in the U.S. are highly regulated by U.S. federal laws and regulations issued and administered by various federal agencies, including the FCC. The television and radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act. For example, the Company is required to obtain licenses from the FCC to operate its radio and television stations. The Company cannot assure you that the FCC will approve its future renewal applications or that the renewals will be for full terms or will not include conditions or qualifications. The non-renewal, or renewal with substantial conditions or modifications, of one or more of

the Company's licenses could have a material adverse effect on the Company's revenues. The Company must also comply with extensive FCC regulations and policies in the ownership and operation of its television and radio stations and its television networks. FCC regulations prohibit the ownership of more than one of the top four networks, ABC, CBS, FOX and NBC, and limit the number of television and radio stations that a licensee can own in a market and the number of television stations that can be owned nationwide, which could restrict the Company's ability to consummate future transactions and in certain circumstances could require it to divest some television or radio stations. New FCC rules on children's television programming could adversely affect the Company. The Company and public interest groups, among others, have entered into a settlement agreement, which, if adopted by the FCC, would moot the concerns. In the meantime, the FCC has stayed the effectiveness of the new rules pending its decision of whether to accept the settlement. As part of the nationwide transition from analog to digital broadcasting, the Company's full power television stations are required to transmit a digital signal 100% of the time they are transmitting an analog signal. This requirement increases the Company's operating costs. At the end of the analog-to-digital period, which is scheduled to occur in February 2009, these television stations will be required to cease analog transmissions. The Company is unable to predict the extent to which consumers will acquire digital television receivers or digital conversion devices for analog television receivers and the effect of the cessation of analog broadcasting on viewership. In addition, the Company is unable to predict the extent or timing of consumer demand for digital television services and the resulting impact on the Company's viewership. The U.S. Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations, and policies regarding a wide variety of matters that could, directly or indirectly, affect the operation and ownership of the Company's radio and television properties. For example, from time to time, proposals have been advanced in the U.S. Congress and at the FCC to require radio and television broadcast stations to provide advertising time to political candidates for free or at a reduced charge. In addition, some policymakers maintain that cable operators should be required to offer a la carte programming to subscribers on a network by network basis or "family friendly" programming tiers. The FCC recently issued a report finding that consumers would benefit if cable operators were required to offer programming on an a la carte basis because of greater choice and the opportunity to lower bills. Unbundling packages of program services may increase both competition for carriage on distribution platforms and marketing expenses, which could adversely affect the Company's cable networks' results of operations. Changes to the media ownership and other FCC rules may affect the competitive landscape in ways that could increase the competition faced by the Company. Proposals have also been advanced from time to time before the U.S. Congress and the FCC to extend the program access rules (currently applicable only to those cable program services which also own or are owned by cable distribution systems) to all cable program services. The Company's ability to obtain the most favorable terms available for its content could be adversely affected should such an extension be enacted into law. In addition, changes in international laws may have an adverse impact on the Company's international businesses. The Company is unable to predict the effect that any such laws, regulations or policies may have on its operations.

Vigorous Enforcement or Enhancement of FCC Indecency and Other Program Content Rules Against the Broadcast and Cable Industries Could Have an Adverse Effect on the Company's Businesses and Results of Operations

The FCC's rules prohibit the broadcast of obscene material at any time and indecent or profane material on television or radio broadcast stations between the hours of 6 a.m. and 10 p.m. Broadcasters risk violating the prohibition against broadcasting indecent material because of the vagueness of the FCC's definition of indecent material, coupled with the spontaneity of live programming. The FCC vigorously enforces its indecency rules against the broadcasting industry as a whole. The FCC has indicated that it is stepping up its enforcement activities as they apply to indecency, and has threatened to initiate license revocation proceedings against broadcast licensees for "serious" indecency violations. The FCC has found on a number of occasions recently, chiefly with regard to radio stations, that the content of broadcasts has contained indecent material. In such instances, the FCC issued fines to the offending licensees. Moreover,

the FCC has recently begun imposing separate fines for each allegedly indecent "utterance," in contrast with its previous policy, which generally considered all indecent words or phrases within a given program as constituting a single violation. In addition, legislation has been introduced in the U.S. Congress which would, among other things, (i) significantly increase the fines for indecent broadcasts, (ii) specify that all indecency violations are "serious" violations for license renewal purposes and (iii) mandate an evidentiary hearing to consider the revocation of a station's license or construction permit of any station that has had three indecency violations during its license term. If the FCC denied a license renewal for one of the Company's broadcast radio or television stations, the Company would lose its authority to operate the station. The determination of whether content is indecent is inherently subjective and, as such, it can be difficult to predict whether particular content could violate indecency standards. The difficulty in predicting whether individual programs, words or phrases may violate the FCC's indecency rules adds significant uncertainty to the Company's ability to comply with the rules. Violation of the indecency rules could lead to sanctions which may adversely affect the Company's businesses and results of operations. Some policymakers also support the extension of the indecency rules that are applicable to over-the-air broadcasters to cover cable and satellite programming and/or attempts to step up enforcement of or otherwise expand existing laws and rules. If such an extension, attempt to step up enforcement or other expansion took place and were found to be constitutional, some of the Company's cable content could be subject to additional regulation and might not be able to attract the same subscription and viewership levels.

The Loss of Affiliation Agreements or Retransmission Agreements Could Materially Adversely Affect the Company's Results of Operations

CBS and UPN television networks provide their affiliates with up to 98 and 10 hours, respectively, of programming per week. In return, CBS Network's affiliated stations and UPN's affiliated stations broadcast network-inserted commercials during that programming. Loss of network affiliation agreements of CBS and UPN television networks could adversely affect the Company's results of operations by reducing the reach of the Company's programming and therefore its attractiveness to advertisers and renewal on less favorable terms may also adversely affect the Company's results of operations. The 50/50 joint venture between the Company and Warner Bros. Entertainment is pursuing affiliation agreements for the launch of The CW network and there can be no assurance that broad distribution for the network will be achieved. The non-renewal or termination of retransmission agreements with distributors such as Comcast Corporation, Time Warner Cable, a division of Time Warner Inc., DIRECTV Holdings LLC, or EchoStar Communications Corporation or continued distribution on less favorable terms, could also adversely affect the Company's ability to distribute its network programming to a nationwide audience and affect the Company's ability to sell advertising, which could have a material adverse effect on the Company's results of operations. Showtime Networks and the CSTV cable network are also dependent upon the maintenance of affiliation agreements with cable and DTH satellite operators, and there can be no assurance that these affiliation agreements will be renewed in the future on terms acceptable to such entities. The loss of one or more of these arrangements would reduce the distribution of Showtime Networks' and CSTV's program services and reduce revenues from subscriber fees, as applicable. Further, the loss of favorable packaging, positioning, pricing or other marketing opportunities with any distributor could reduce revenues from subscriber fees. In addition, consolidation among cable and DTH satellite operators and increased vertical integration of such distributors into the cable or broadcast network business have provided more leverage to these providers and could adversely affect the Company's ability to maintain or obtain distribution for its network programming or distribution and/or marketing of its subscription program services on commercially reasonable terms, or at all.

The Failure or Destruction of Satellites and Transmitter Facilities That the Company Depends Upon to Distribute Its Programming Could Materially Adversely Affect the Company's Businesses and Results of Operations

The Company uses satellite systems to transmit its broadcast and cable networks to affiliates. The distribution facilities include uplinks, communications satellites and downlinks. Transmissions may be disrupted as a result of local disasters that impair on-ground uplinks or downlinks, or as a result of an impairment of a satellite. Currently, there are a limited number of communications satellites available for the transmission of programming. If a disruption occurs, the Company may not be able to secure alternate distribution facilities in a timely manner. Failure to secure alternate distribution facilities in a timely manner could have a material adverse effect on the Company's businesses and results of operations. In addition, each of the Company's television and radio stations and cable networks uses studio and transmitter facilities that are subject to damage or destruction. Failure to restore such facilities in a timely manner could have a material adverse effect on the Company's businesses and results of operations.

The Company Could Suffer Losses Due to Asset Impairment Charges for Goodwill, Intangible Assets, FCC Licenses and Programming

In accordance with SFAS 142, the Company will test goodwill and intangible assets, including broadcast licenses, for impairment during the fourth quarter of each year, and on an interim date should factors or indicators become apparent that would require an interim test. A downward revision in the fair value of a reporting unit or intangible assets could result in an impairment under SFAS 142 and a non-cash charge would be required. Any significant shortfall, now or in the future, in the expected popularity of the programming for which the Company has acquired rights could lead to a downward revision in the fair value of such assets. Any such charge could have a material effect on the Company's reported net earnings.

The Loss of Key Personnel, Including Talent, Could Disrupt the Management or Operations of the Company's Business and Adversely Affect Its Revenues

The Company's business depends upon the continued efforts, abilities and expertise of its chief executive officer and other key employees and entertainment personalities. The Company believes that the unique combination of skills and experience possessed by its executive officers would be difficult to replace, and that the loss of its executive officers could have a material adverse effect on the Company, including the impairment of the Company's ability to execute its business strategy. Additionally, the Company employs or independently contracts with several entertainment personalities and authors with significant loyal audiences. Entertainment personalities are sometimes significantly responsible for the ranking of a television or radio station and, therefore, the ability of the station to sell advertising, and an author's popularity can be significantly responsible for the success of a particular book. There can be no assurance that these entertainment personalities and authors will remain with the Company or will retain their current audiences or readership. If the Company fails to retain these entertainment personalities and authors or they lose their current audiences or readership, the Company's revenues could be adversely affected.

Regulation of the Outdoor Advertising Industry Could Materially Adversely Affect the Company's Outdoor Business

The outdoor advertising industry is subject to extensive governmental regulation and enforcement at the federal, state and local levels in the U.S. and to national, regional and local restrictions in foreign countries. These regulations and enforcement actions can affect the operation and continuance of operations of advertising displays and include restrictions on the construction, repair, upgrading, height, size and location of outdoor advertising structures and, in some instances, the content of advertising copy that can be displayed on these structures. In addition, in recent years, outdoor advertising has become the subject of targeted state and municipal taxes. Such laws may reduce the Company's expansion opportunities or may increase competitive pressure from others. The Company cannot give any assurance that existing or future laws or regulations will not materially and adversely affect its outdoor business.

If Accidents Occur at Paramount Parks or Competing Parks, Attendance at Paramount Parks May Decline Which Would Negatively Impact the Company's Revenues

There are inherent risks involved with the attractions at theme parks. An accident or an injury at any of Paramount Parks' theme parks could expose the Company to significant liability for personal injury claims. In addition, an accident or injury at these parks or at parks operated by competitors of Paramount Parks may create public concern and negative media coverage about the safety of theme parks and reduce attendance at Paramount Parks' theme parks, which would negatively impact the Company's revenues.

Fluctuations in Foreign Exchange Rates Could Have an Adverse Effect on the Company's Results of Operations

Certain of the Company's revenues are earned and expenses are incurred in foreign currencies. The value of these currencies fluctuates relative to the U.S. dollar. As a result, the Company is exposed to exchange rate fluctuations, which could have an adverse effect on its results of operations.

The Company's Liabilities Related to Discontinued Operations and Former Businesses Could Adversely Impact Its Financial Condition

The Company has both recognized and potential liabilities and costs related to discontinued operations and former businesses, certain of which are unrelated to the media business, including leases, guarantees, environmental liabilities, liabilities related to the pensions and medical expenses of retirees, asbestos liabilities, contractual disputes and other pending and threatened litigation. The Company cannot assure you that its reserves are sufficient to cover these liabilities in their entirety or any one of these liabilities when it becomes due or at what point any of these liabilities may come due. Therefore, there can be no assurances that these liabilities will not have a material adverse effect on the Company's financial position, operating performance or cash flow.

The Company Could Be Adversely Affected by Strikes and Other Union Activity

The Company and its suppliers engage the services of writers, directors, actors and other talent, trade employees and others who are subject to collective bargaining agreements. If the Company or its suppliers are unable to renew expiring collective bargaining agreements, it is possible that the affected unions could take action in the form of strikes or work stoppages. Such actions, higher costs in connection with these agreements or a significant labor dispute could adversely affect the Company's television and radio businesses by causing delays in the production of the Company's television or radio programming or the Company's outdoor business by disrupting its ability to place advertising on outdoor faces.

Political and Economic Risks Associated with the Company's International Businesses Could Harm the Company's Financial Condition or Results of Operations

The Company's businesses operate and have customers worldwide. Inherent risks of doing business in international markets include, among other risks, changes in the economic environment, export restrictions, exchange controls, tariffs and other trade barriers and longer payment cycles. The Company may incur substantial expense as a result of the imposition of new restrictions or changes in the existing economic environment in the regions where it does business. In addition, acts of terrorism or other hostilities, or other future financial, political, economic or other uncertainties, could lead to a reduction in advertising expenditures, which could materially adversely affect the Company's business, financial condition or results of operations.

NAI, Through Its Voting Control of the Company, is in a Position to Control Actions that Require Stockholder Approval

NAI, through its beneficial ownership of the Company's Class A Common Stock, has voting control of the Company. Mr. Sumner M. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of NAI, serves as Executive Chairman of the Company's Board of Directors, and Ms. Shari Redstone, the president and a director of NAI, serves as Vice Chair of the Company's Board of

Directors. In addition, Messrs. Andelman and Dauman are directors of NAI and they are directors of the Company. NAI is in a position to control the outcome of corporate actions that require stockholder approval, including the election of directors and transactions involving a change of control. Other stockholders are unable to affect the outcome of the corporate actions of the Company for so long as NAI retains voting control.

Many Factors May Cause the Stock Price of the Company's Class A Common Stock and Class B Common Stock to Fluctuate

The stock price of Class A Common Stock and Class B Common Stock may fluctuate significantly as a result of many factors. These factors, some or all of which are beyond the Company's control, include:

•

lack of a trading history since the Separation;



•

actual or anticipated fluctuations in CBS Corp.'s operating results;



•

changes in expectations as to CBS Corp.'s future financial performance or changes in financial estimates of securities analysts;



•

success of CBS Corp.'s operating and growth strategies;



•

investor anticipation of strategic, technological or regulatory threats, whether or not warranted by actual events;



•

operating and stock price performance of other comparable companies; and



•

realization of any of the risks described in these risk factors.

In addition, the stock market has experienced volatility that often has been unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading prices of the Company's common stock, regardless of the Company's actual operating performance.

Risks Related to the Separation

The Financial Results of the Company May Be Subject to Increased Variability After the Separation

After the Separation, the Company has market dynamics and economics that may be different from Former Viacom. The businesses that the Company operates are sensitive to general economic conditions, consumer confidence, consumer retail spending, interest rates, adverse publicity, competition and trends in technology. The diversification that Former Viacom had prior to the Separation, resulting from operating the businesses of New Viacom alongside the businesses of the Company, may have moderated financial and operational volatility. Following the Separation, that diversification diminishes, and the Company may experience increased volatility in terms of cash flow, seasonality, working capital and financing requirements.

The Businesses of the Company and New Viacom Will Be Attributable to the Other Company for Certain Regulatory Purposes

So long as the Company and New Viacom are under common control, each company's businesses, as well as the businesses of any other commonly controlled company, will be attributable to the other company for purposes of U.S. and non-U.S. antitrust rules and regulations, certain rules and regulations of the FCC, and certain rules regarding political campaign contributions in the U.S., among others. The businesses of one company will continue to be attributable to the other company for certain FCC purposes even after the two companies cease to be commonly controlled, if the two companies share common officers, directors, or attributable stockholders. As a result, the businesses and conduct of New Viacom may have the effect of limiting the activities or strategic business alternatives available to the Company.

The Separation Agreement Prohibits the Company from Engaging in Certain Types of Businesses

Under the terms of the Separation Agreement entered into between the Company and New Viacom in connection with the Separation, the Company may not make acquisitions, enter into agreements or accept or agree to any condition that purports to bind New Viacom or subjects New Viacom to restrictions it is not otherwise subject to by legal order without New Viacom's consent. The Company and New Viacom have agreed that prior to the earliest of (1) the fourth anniversary of the Separation, (2) the date on which none of Mr. Redstone, NAI, NAIRI, Inc., a wholly owned subsidiary of NAI, or any of their successors, assigns or transferees are deemed to have interests in both the Company and New Viacom that are attributable under applicable U.S. federal laws and (3) the date on which the other company ceases to own the video programming vendors that it owns as of the Separation, neither of them will own or acquire an interest in a cable television operator if such ownership would subject the other company to U.S. federal laws regulating contractual relationships between video programming vendors and video programming distributors that the other company is not then subject to. These restrictions could limit the strategic business alternatives available to the Company.

The Tax Matters Agreement and the Tax Rules Applicable to the Separation May Restrict the Company's Ability to Engage in Certain Corporate Transactions

In connection with the Separation, the Company and New Viacom entered into a tax matters agreement dated December 30, 2005, which is filed as an exhibit to this report, effective as of the Separation (the "Tax Matters Agreement"). The Tax Matters Agreement provides, among other things, that, depending on the event, New Viacom may have to indemnify the Company, or the Company may have to indemnify New Viacom, for some or all of the taxes resulting from the merger and the distribution of New Viacom common stock in the merger if the merger and distribution do not qualify as a tax-free distribution under Sections 355 and 368 of the United States Internal Revenue Code of 1986, as amended (the "Code"). In addition, the current U.S. federal income tax law creates a presumption that the distribution of New Viacom common stock in the merger would be taxable to Former Viacom, but not to its stockholders, if either New Viacom or the Company engages in, or enters into an agreement to engage in, a transaction that would result in a 50% or greater change, by vote or value, in the Company's or New Viacom's stock ownership during the four-year period that begins two years before the date of the Separation, unless it is established that the transaction was not undertaken pursuant to a plan or series of transactions related to the Separation. The Treasury Regulations currently in effect generally provide that whether such distribution is part of a plan is determined based on all of the facts and circumstances, including, but not limited to, specific factors described in the Treasury Regulations. In addition, the Treasury Regulations provide several "safe harbors" for acquisition transactions that are not considered to be part of a plan. The indemnification obligations set forth in the Tax Matters Agreement and the above-described provisions of the tax law may prevent the Company from entering into transactions which might be advantageous to its stockholders, such as issuing equity securities to satisfy financing needs or acquiring businesses or assets with equity securities, and may make the Company less attractive to a potential acquiror and reduce the possibility that an acquiror will propose or seek to effect certain transactions with the Company.

If the Merger Is Determined to Be Taxable, the Company and its Stockholders Could Be Subject to a Material Amount of Taxes

Former Viacom received an opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP and a private letter ruling from the U.S. Internal Revenue Service (IRS), in each case, to the effect that, for U.S. federal income tax purposes, the merger and the distribution of New Viacom common stock in the merger qualified as a tax-free distribution under Sections 355 and 368 of the Code and the distribution of the Company's common stock in the merger was also generally tax-free to Former Viacom and its stockholders. In accordance with current IRS ruling policy, the IRS ruling does not address certain significant issues relating to qualification under Section 355 of the Code and, as to those issues, Former Viacom relied on an opinion of counsel. The merger was structured to be tax-free for U.S. federal income tax purposes to Former Viacom stockholders, except with respect to cash received in lieu of fractional

shares of CBS Corp. common stock. The merger was also tax-free to the Company for U.S. federal income tax purposes, except with respect to taxes arising out of foreign and other internal restructurings undertaken in connection with the Separation and any "excess loss account" or "intercompany transaction" required to be taken into account by Former Viacom under the Treasury Regulations. The IRS ruling was based on the facts presented and representations made by Former Viacom in the ruling request. Generally, an IRS private letter ruling will not be revoked or modified retroactively unless there was an omission or misstatement of a material fact or a breach of a material representation. If the facts or representations are found to be incorrect or incomplete in a material respect or if the facts at the time of the Separation were materially different from the facts upon which the IRS ruling was based, the Company cannot rely on the IRS ruling. An opinion of counsel is not binding on the IRS or any court and is also based on representations and assumptions included therein. If the factual representations and assumptions were incorrect, the Company cannot rely on the tax opinion.

If the merger is determined to be taxable, the Company and its stockholders who received shares of CBS Corp. common stock would be subject to a material amount of taxes. CBS Corp. will not indemnify any individual stockholder for any taxes that may be incurred in connection with the Separation.

In Connection with the Separation, Each Company Will Rely on the Other Company's Performance Under Various Agreements Between the Companies

In connection with the Separation, the Company and New Viacom entered into various agreements, including the Separation Agreement, the Tax Matters Agreement, a transition services agreement pursuant to which the Company and New Viacom have agreed to provide certain specified services to each other following the Separation (the "transition services agreement") and certain related party arrangements pursuant to which the Company and New Viacom will provide services and products to each other from and after the Separation. The Separation Agreement sets forth the allocation of assets, liabilities, rights and obligations of the Company and New Viacom following the Separation, and includes indemnification obligations for such liabilities and obligations. In addition, pursuant to the Tax Matters Agreement, certain income tax liabilities and related responsibilities are allocated between, and indemnification obligations are assumed by, each of the Company and New Viacom. Each company will rely on the other to satisfy its performance and payment obligations under these agreements. Certain of the liabilities to be assumed or indemnified by the Company or New Viacom under these agreements are legal or contractual liabilities of the other company. If New Viacom were to breach or be unable to satisfy its material obligations under these agreements, including a failure to satisfy its indemnification obligations, the Company could suffer operational difficulties or significant losses.

Certain Members of Management, Directors and Stockholders May Face Actual or Potential Conflicts of Interest

The management and directors of the Company own both CBS Corp. common stock and New Viacom common stock, and both the Company and New Viacom are controlled by NAI. Mr. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of NAI, serves as Executive Chairman of the Company's Board of Directors and executive chairman of New Viacom's board of directors. Ms. Redstone, the president and a director of NAI, serves as Vice Chair of the Board of Directors of each of the Company and New Viacom. Messrs. David R. Andelman and Philippe P. Dauman are directors of NAI, and Mr. Dauman serves as a director of both the Company and New Viacom and Mr. Andelman serves as a director of the Company. This ownership overlap and these common directors could create, or appear to create, potential conflicts of interest when the Company's and New Viacom's management, directors and controlling stockholder face decisions that could have different implications for the Company and New Viacom. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between the Company and New Viacom regarding the terms of the agreements governing the Separation and the relationship between the Company and New Viacom thereafter. These agreements include, among others, the Separation Agreement, the Tax Matters

Agreement, the transition services agreement and any commercial agreements between the parties or their affiliates. Potential conflicts of interest could also arise if the Company and New Viacom enter into any commercial arrangements with each other in the future. Each of Mr. Redstone, Ms. Redstone and Mr. Dauman may also face conflicts of interest with regard to the allocation of his or her time between the Company and New Viacom.

CBS Corp.'s certificate of incorporation contains provisions related to corporate opportunities that may be of interest to both the Company and New Viacom. CBS Corp.'s certificate of incorporation provides that in the event that a director, officer or controlling stockholder of the Company who is also a director, officer or controlling stockholder of New Viacom acquires knowledge of a potential corporate opportunity for both the Company and New Viacom, such director, officer or controlling stockholder may present such opportunity to the Company or New Viacom or both, as such director, officer or controlling stockholder deems appropriate in his or her sole discretion, and that by doing so such person will have satisfied his or her fiduciary duties to the Company and its stockholders. In addition, CBS Corp.'s certificate of incorporation provides that it renounces any interest in any such opportunity presented to New Viacom. These provisions create the possibility that a corporate opportunity of one of such companies may be used for the benefit of the other company.

CBS Corp. May Not Enjoy All of the Benefits of Scale that Former Viacom Achieved with All of Its Businesses Under the Same Corporate Structure

Prior to the Separation, Former Viacom businesses shared benefits of scope and scale in costs, human capital, vendor relationships and customer relationships. While the Company and New Viacom entered into agreements that will govern a number of their commercial and other relationships after the Separation, those arrangements do not fully capture the benefits the businesses enjoyed as a result of common ownership prior to the Separation. The loss of these benefits as a consequence of the Separation could have an adverse effect on the Company's businesses, results of operations and financial condition following the Separation.

CBS Corp. Has a New Operating Structure and New Management

The separation of Former Viacom into two publicly traded companies involved the division of Former Viacom's businesses. In connection with the Separation, many jointly-held assets and operating systems as well as personnel have been allocated between the companies, in particular at Paramount and in Former Viacom's corporate offices, and new related party agreements have been entered into to govern the ongoing business relationships between the companies following the Separation. The Company has a senior corporate staff that includes several executives who were hired relatively recently or who recently assumed all or a substantial part of their current responsibilities. There can therefore be no assurance that the Company will be successful under these conditions.

Item 1B.Unresolved Staff Comments.

        None.

Item 2.Properties.

        The Company maintains its world headquarters at 1515 Broadway,51 West 52nd Street, New York, New York, where it rentsowns a building containing approximately 1.3 million900,000 square feet for executive officesof office space, of which approximately 240,000 square feet is occupied by the Company, with the balance being leased to third parties. The Company owns the CBS Broadcast Center complex located on approximately 3.7 acres at 524 West 57th Street, New York, New York, which consists of approximately 860,000 square feet of office and certain of its operating divisions. The lease for the majority of the space runs to 2010, with four renewal options for five years each thereafter.studio space. The Company also owns two studio facilities in California: (a) the CBS Studio Center at 4024 Radford Avenue, Studio City, California, located on approximately 40 acres, and (b) CBS Television City at 7800 Beverly Boulevard, Los Angeles, California, located on approximately 25 acres. In connection with

the Separation, the Company leases or subleases from New Viacom subsidiaries the following major facilities in New York City for certain of its operating divisions: (a) approximately 548,000 square feet ofoffice space at 1515 Broadway, New York, New York, (b) office space at 1633 Broadway, New York, New York

which lease runs to 2010, and (b)(c) office and tape storage space at the Paramount Pictures Studio, 5555 Melrose Avenue, Los Angeles, California. Simon & Schuster leases approximately 237,000 square feet of office space at 1230 Avenue of the Americas, New York, New York, which lease runs to 2009. The Company owns the building located at 51 West 52nd Street, New York, New York, containing approximately 900,000 square feet which is principally leased to third parties and houses approximately 200,000 square feet of office space used by the Company, and the CBS Broadcast Center complex located on approximately 3.7 acres at 524 West 57th Street, New York, New York and consists of approximately 860,000 square feet. The Company also owns three studio facilities in California: (a) the Paramount Pictures studio at 5555 Melrose Avenue, Los Angeles, California, located on approximately 62 acres, (b) the CBS Studio Center at 4204 Radford Avenue, Studio City, California, located on approximately 40 acres, and (c) CBS Television City at 7800 Beverly Boulevard, Los Angeles, California, located on approximately 11 acres. Paramount Parks' operations in the U.S. include approximately 1,950 acres owned and 108 acres leased and in Canada include approximately 380 acres owned.

The Company and its subsidiaries also ownsown and leaseslease office, studio retail and warehouse space, broadcast, antenna and satellite transmission facilities and outdoor advertising properties throughout the U.S., Canada and several countries around the world for its businesses. The Company considers its properties adequate for its present needs.

Item 3.Legal Proceedings.

        Shareholder Derivative Lawsuits and Demands.    Two shareholder derivative lawsuits, consolidated asIn re Viacom Shareholders Derivative Litigation, were filed in July 2005 in New York State Supreme Court relating to executive compensation and alleged corporate waste. The actions name each member of Former Viacom's Board of Directors, Messrs. Tom Freston and Leslie Moonves (each of whom were executive officers of Former Viacom), and, as a nominal defendant, Former Viacom, alleging that the 2004 compensation of Messrs. Redstone, Freston, and Moonves was excessive and unwarranted and challenging the independence of certain Former Viacom directors. Mr. Redstone is the Company's Executive Chairman of the Board of Directors and Founder and Mr. Moonves is the Company's President and Chief Executive Officer. Mr. Freston is New Viacom's President and Chief Executive Officer. Plaintiffs seek unspecified damages from the members of the Former Viacom Board of Directors for their alleged breach of fiduciary duties, disgorgement of the 2004 compensation paid to the officers of Former Viacom, equitable relief, and attorney fees and expenses. The Company moved to dismiss the complaints and oral argument was heard on February 16, 2006. No decision has been issued by the court. Any liabilities in this matter adverse to the Company and/or New Viacom will be shared equally between the Company and New Viacom. The Company believes that the plaintiffs' positions in these actions are without merit and it intends to vigorously defend itself in the litigation.

        The Company has received shareholder demands seeking access to books and records of the Company relating to executive compensation paid to Sumner M. Redstone, Tom Freston and Leslie Moonves, accompanied by statements that such demands are in furtherance of an investigation of possible mismanagement, self-dealing and corporate waste by directors and officers of Former Viacom. Another shareholder demand seeking access to books and records relates to the compensation of Sumner M. Redstone and Mel Karmazin (former Chief Operating Officer of Former Viacom). One of the demands also seeks access to books and records of the Company relating to Sumner M. Redstone's acquisition of a controlling interest in Midway Games Inc. The Company intends to comply with all reasonable requests. Under the Separation Agreement between the Company and New Viacom, liabilities in connection with executive compensation claims relating to officers of Former Viacom are shared equally by the Company and New Viacom.

        Claims Related to Former Businesses: Asbestos, Environmental and Environmental.Other.    The Company is a defendant in lawsuits claiming various personal injuries related to asbestos and other materials, which allegedly occurred principally as a result of exposure caused by various products manufactured by Westinghouse, a predecessor, generally prior to the early 1970s. Westinghouse was neither a producer nor a manufacturer of asbestos. The Company is typically named as one of a large number of defendants in both state and federal cases. In the majority of asbestos lawsuits, the plaintiffs have not identified which of the Company's products is the basis of a claim. Claims against the Company in which a product has been identified principally relate to exposures allegedly caused by asbestos-containing insulating material in turbines sold for power-generation, industrial and marine use, or by asbestos-containing grades of decorative micarta, a laminate used in commercial ships.

        Claims are frequently filed and/or settled in large groups, which may make the amount and timing of settlements, and the number of pending claims, subject to significant fluctuation from period to period. The Company does not report as pending those claims on inactive, stayed, deferred or similar dockets which some jurisdictions have established for claimants who allege minimal or no impairment. As of December 31, 2004,2005, the Company had pending approximately 112,140101,170 asbestos claims, as compared with approximately 112,140 as of December 31, 2004 and approximately 112,280 as of December 31, 2003 and approximately 103,800 as of December 31, 2002.2003. Of the claims pending as of December 31, 2004,2005, approximately 82,37070,910 were pending in state courts, 27,18027,640 in federal courts and approximately 2,5902,620 were third party claims. During 2004,2005, the Company received approximately 16,06011,470 new claims and closed or moved to an inactive docket approximately 16,20022,440 claims. The Company reports claims as closed when it becomes aware that a dismissal order has been entered by a court or when the Company has reached agreement with the claimants on the material terms of a settlement.

        Settlement costs depend on the seriousness of the injuries that form the basis of the claim, the quality of evidence supporting the claims and other factors. To date, the Company has not been liable for any third party claims. The Company's total costs (recovery) for the years 20042005 and 20032004 for settlement and defense of asbestos claims after insurance recoveries and net of tax benefits were approximately $37.2 million and $58.4 million, and $(8.7) million, respectively. A portion of such costs relates to claims settled in prior years. If proceeds received in 2003 from an insurance commutation were excluded from the Company's total costs in 2003, the Company's total costs after insurance recoveries and net of tax benefits would have been $56.6 million. The Company's costs for settlement and defense of asbestos claims may vary year to year as insurance proceeds are not always recovered in the same period as the insured portion of the expenses.

        Filings include claims for individuals suffering from mesothelioma, a rare cancer, the risk of which is allegedly increased primarily by exposure to asbestos; lung cancer, a cancer which may be caused by various factors, one of which is alleged to be asbestos exposure; other cancers, and conditions that are substantially less serious, including claims brought on behalf of individuals who are asymptomatic as to an allegedly asbestos-related disease. Claims identified as cancer remain a small percentage of asbestos claims pending at December 31, 2004.2005. In a substantial number of the pending claims, the plaintiff has not yet identified the claimed injury. The Company believes that its reserves and insurance are adequate to cover its asbestos liabilities and that these asbestos liabilities are not likely to have a material adverse effect on its results of operations, financial position or cash flows.liabilities.

        The Company from time to time receives claims from federal and state environmental regulatory agencies and other entities asserting that it is or may be liable for environmental cleanup costs and related damages principally relating to discontinuedhistorical and predecessor operations conducted by companies acquired byof the Company. In addition, the Company from time to time receives personal injury claims including toxic tort and product liability claims (other than asbestos) arising from historical operations of the Company and its predecessors.

        Antitrust.    In July 2002, judgment was entered in favor of        On an ongoing basis, the Company Blockbuster, Paramount Home Entertainment and other major motion picture studios and their home video subsidiaries with respect to a complaint filed in the United States District Court for the Western District of Texas. The complaint included federal antitrust and California state law claims. In August 2003, the Fifth Circuit Court of Appeals affirmed the federal court judgment. The Supreme Court of the United States refused plaintiffs' petition for writ of certiorari in March 2004. In February 2003, a similar complaint that had been fileddefends itself in a Los Angeles County Superior Court was also dismissed with prejudice. The plaintiffs have appealed the Californiamultitude of lawsuits and proceedings and responds to various investigations and inquiries from federal, state court dismissal, as well as a prior denial of class certification. As a result of the split-off of Blockbuster in 2004, any judgment in this matter adverse to the Company, Blockbuster and/or Paramount Home Entertainment will be allocated 33.33% to Blockbuster and 66.67% to the Company. The Company believes that the plaintiffs' positions in these litigations are without merit and intends to continue to vigorously defend itself in the litigations.

local authorities (collectively, "litigation"). Litigation is inherently uncertain and always difficult to predict. However, based on its understanding and evaluation of the relevant facts and circumstances, the Company believes that all of the above-described legal matters and other litigation to which it is a party are not likely, in the aggregate, to have a material adverse effect on its results of operations, financial position or cash flows. (See "Item 7. Management's DiscussionUnder the Separation Agreement between the Company and Analysis of Results of OperationsNew Viacom, New Viacom has agreed to defend and Financial Condition.")indemnify CBS Corp. in certain litigation in which CBS Corp. is named.

Item 4.Submission of Matters to a Vote of Security Holders.

        Not Applicable.None.

EXECUTIVE OFFICERS OF THE COMPANY

        Set forth below is certain information concerning the executive officers of the Company as of March 10, 2005.2006.

None of the executive officers of the Company is related to any other executive officer or director by blood, marriage or adoption except that Shari Redstone, a DirectorVice Chair of the Board of Directors of the Company, is the daughter of Sumner M. Redstone.

        Mr. Redstone is the Company's Founder and has been Executive Chairman of the Board of the Company since the Separation. He was Chairman of the Board of Former Viacom from 1987 until the Separation and Chief Executive Officer of Former Viacom since 1996.1996 through 2005. Mr. Redstone has also served as Chairman of the Board of NAI since 1986 and Chief Executive Officer of NAI since 1967. He served as President of NAI from 1967 through 1999. Mr. Redstone served as the first Chairman of the Board of the National Association of Theatre Owners and is currently a member of its Executive Committee. Since 1982,Board, Emeritus. Mr. Redstone has been a member of the faculty of Boston University Law School, where he has lectured on entertainment law, and, since 1994, he has been a Visiting Professor at Brandeis University. He has also been a frequent lecturer at colleges,universities, including Harvard Law School.School, and was formerly a visiting professor of Brandeis University. Mr. Redstone graduated from Harvard University in 1944 and received a LL.B. from Harvard University School of Law in 1947. Upon graduation, Mr. Redstone served as Law Secretary with the United States Court of Appeals and then as a Special Assistant to the United States Attorney General. Mr. Redstone served in the Military Intelligence Division during World War II. While a student at Harvard, he was selected to join a special intelligence group whose mission was to break Japan's high-level military and diplomatic codes. Mr. Redstone received, among other honors, two commendations from the Military Intelligence Division in recognition of his service, contribution and devotion to duty. He is also a recipient of the Army Commendation Award. He servedMr. Redstone also serves as Executive Chairman of the Board of Directors of New Viacom.

        Mr. Moonves has been President and Chief Executive Officer and a Director of Infinity Broadcasting until the merger of Infinity into Viacom in 2001.Company since the Separation. Previously, Mr. Redstone has been a Director of Viacom since 1986.

        Mr. Freston has beenMoonves served as Co-President and Co-Chief Operating Officer of Former Viacom since June 2004. Prior to that, he served as Chairman and Chief Executive Officer of MTV Networks since 1987. Mr. Freston joined MTV Networks' predecessor company in 1980 and was one of the founding members of the team that launched MTV: Music Television.

Mr. Moonves has been Co-President and Co-Chief Operating Officer of Viacom since June 2004. Prior to that, he served as Chairman and Chief Executive Officer of CBS since 2003 and as its President and Chief Executive Officer of CBS since 1998. Mr. Moonves joined former CBS Corporation in 1995 as President, CBS Entertainment. Prior to that, Mr. Moonves was President of Warner Bros. Television since July 1993.

        Mr. BresslerAmbrosio has been Executive Vice President, Human Resources and Administration of the Company since the Separation. Previously, he served as Co-Executive Vice President, Human Resources of the Company since September 2005 and as Senior Vice President, Human Resources and Administration of the CBS, Infinity and Viacom Outdoor businesses since 2000. Prior to that, Mr. Ambrosio served as Vice President, Corporate Human Resources of the former CBS Corporation from 1999 to 2000, as Vice President, Benefits of the former CBS Corporation from 1995 to November 1999 and as Director,

Personnel of the former CBS Corporation in 1995. He joined the former CBS Corporation in 1985 and held various positions in the human resources area since that time.

        Mr. Briskman has been Executive Vice President and Chief Financial OfficerGeneral Counsel of the Company since May 2001. Before joining the Company, Mr. Bressler was Executive Vice President of AOL Time Warner Inc. and Chief Executive Officer of AOL Time Warner Investments. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media. He alsoSeparation. Previously, since September 2005, he served as Executive Vice President and Chief Financial OfficerGeneral Counsel of Time Warner Inc. from March 1995 to June 1999. Mr. Bressler serves on the National Advisory Committee

of JPMorgan Chase. As previously announced, Mr. Bressler notifiedbusinesses that comprise the Company after the Separation. Prior to that, he will not renew his employment agreementMr. Briskman served as Senior Vice President and will departGeneral Counsel of Aetna Inc. since April 2004 and as Executive Vice President and General Counsel for CBS Television from 2000 to 2002. From 1993 to 2000, Mr. Briskman served as General Counsel of the Company no later than June 30, 2005.former CBS Corporation and its predecessor, Westinghouse Electric Corporation. He joined Westinghouse Electric Corporation in 1975 and became its General Counsel in 1993 after serving as General Counsel of its Group W division beginning in 1983.

        Mr. Folta has been Executive Vice President, Office of the Chairman of the Company since the Separation. Previously, he served as Executive Vice President, Corporate Relations of the CompanyFormer Viacom since November 2004. Prior to that, he served as Senior Vice President, Corporate Relations of the CompanyFormer Viacom from November 1994 to November 2004, and Vice President, Corporate Relations of the CompanyFormer Viacom from April 1994 to November 1994. Mr. Folta held various communications positions at Paramount Communications Inc. from 1984 until joining the CompanyFormer Viacom in April 1994. Mr. Folta also serves as Executive Vice President, Office of the Chairman of New Viacom.

        Mr. FricklasFranks has been Executive Vice President, General CounselPlanning, Policy and SecretaryGovernment Relations of the Company since May 2000. From October 1998the Separation. Previously, he served as Executive Vice President, CBS Television since 2000 and was also Senior Vice President of Former Viacom from 2000 to May 2000, he2005. Prior to that, Mr. Franks served as Senior Vice President General Counsel and Secretary of the Company. From July 1993, he servedformer CBS Corporation from 1997 to 2000, as Senior Vice President, Washington of the former CBS Corporation from 1994 to 1997, and as Vice President, Deputy General CounselWashington of the Company and assumed the additional title of Senior Vice President in Julyformer CBS Corporation from 1988 to 1994.

        Ms. Gordon has been Senior Vice President, Controller and Chief Accounting Officer of the Company since May 2002.the Separation. Prior to that, she served as Senior Vice President, Controller and Chief Accounting Officer of Former Viacom from May 2002 until the Separation, as Vice President, Controller and Chief Accounting Officer of the Company from April 1995 to May 2002 and as Vice President, Internal Audit of Former Viacom from October 1986 to April 1995. From June 1985 to October 1986, Ms. Gordon served as Controller of Viacom Broadcasting. SheBroadcasting from June 1985 to October 1986. Ms. Gordon joined Former Viacom in 1981.

        Mr. Ianniello has been Senior Vice President, Finance and Treasurer of the Company since the Separation. Prior to that, he served as Senior Vice President and Treasurer of Former Viacom since July 2005, as Vice President, Corporate Development of Former Viacom from 2000 to 2005 and as Director, Financial Planning of the former CBS Corporation from 1997 to 2000.

        Mr. Jones has been Senior Vice President and General Tax Counsel of the Company since the Separation and for Former Viacom in 1981December 2005. Previously, he served as Vice President of Tax, Assistant Treasurer and held various positionsTax Counsel for NBC Universal, Inc. since 2003. Prior to that, he spent 13 years with Ernst & Young in their media & entertainment and transaction advisory services practices. Mr. Jones also served honorably as a non-commissioned officer in the corporate finance area.U.S. Army's 75th Ranger Regiment.

        Ms. MeltonMr. Reynolds has been Executive Vice President Government Relationsand Chief Financial Officer of the Company since November 2004.the Separation. Previously, Mr. Reynolds served as Executive Vice President and Chief Financial Officer of the businesses that comprise the Company after the Separation and President of the CBS Television Stations Group since 2001. Prior to that, sheMr. Reynolds served as SeniorExecutive Vice President Government Affairsand Chief Financial Officer of Former Viacom from 2000 to 2001 and served as Executive Vice President and Chief Financial Officer of the Company, beginning in Mayformer CBS Corporation and its predecessor, Westinghouse Electric Corporation, from 1994 to 2000. Mr. Reynolds was Chief Financial Officer of CBS Inc. from April 1996 to 1997. Before joining the Company, Ms. Melton served most recently as Vice President, Law and Public Policy at Time Warner Inc., having joined Warner Communications Inc. in 1987. Prior to that, Ms. Melton served as Legal Advisor to the Chairman of the Federal Communications Commission and as Assistant General Counsel for the National Cable and Telecommunications Association.

        Mr. RoskinSchwartz has been Executive Vice President, Human Resources and AdministrationCorporate Communications of the Company since November 2004. He has been an executive officer of the Company since April 1988 whenSeparation. Previously, he becamewas Executive Vice President Human Resourcesof CBS Communications Group, which served

the Company's broadcast and Administration. In July 1992, Mr. Roskin was elected Senior Vice President, Human Resourceslocal television, syndication, radio and Administration ofoutdoor operations, among others, from 2004 until the Company. From May 1986 to April 1988, heSeparation. He was Senior Vice President, Human Resources at Coleco Industries, Inc. From 1976Communications of CBS from 2000 to 1986, he held various executive positions at Warner2004, and Senior Vice President, Communications Inc., serving most recentlyof the former CBS Corporation from 1996 to 2000. Mr. Schwartz served as Vice President, Industrial and Labor Relations.Corporate Communications of Westinghouse Broadcasting from 1995 to 1996. Prior to that, Mr. Schwartz served as Vice President, Communications for Westinghouse Broadcasting's Group W Television Stations from 1989 to 1995. Mr. Schwartz joined Westinghouse Broadcasting in 1981.

        Mr. Shea has been Executive Vice President, Investor Relations of the Company since the Separation and for Former Viacom since November 2004. Prior to that, he served as Senior Vice President, Investor Relations of the Company, beginning inFormer Viacom since January 1998. FromMr. Shea was Senior Vice President, Corporation Communications for Triarc Companies, Inc. from July 1994 to May 1995 and from November 1995 to December 1997, he was Senior Vice President, Corporation Communications for Triarc Companies, Inc. From June 1995 through October 1995, he1997. He served as Managing Director of Edelman Worldwide. From 1977 until July 1994,Worldwide from June 1995 through October 1995. Mr. Shea held various Investor Relations positions at Paramount Communications Inc., serving most recently as Vice President, Investor Relations.Relations from 1977 until July 1994.

        Ms. Straka has been Senior Vice President, Deputy General Counsel and Secretary of the Company since the Separation. Prior to that, Ms. Straka served as Vice President and Associate General Counsel and Co-Head of the Corporate, Transactions and Securities practice group in the corporate law department of Former Viacom. She also served as an Assistant Secretary of Former Viacom, assisting the General Counsel with respect to Board of Director matters. Prior to joining the Former Viacom corporate law department in February 2001, Ms. Straka served as Senior Vice President, General Counsel and Secretary of Infinity Broadcasting Corporation, then a majority-owned public subsidiary of Former Viacom, from May 2000. Ms. Straka was Vice President, Deputy General Counsel and Secretary of the former CBS Corporation since 1992 and up to the time of the May 2000 merger of Former Viacom and the former CBS Corporation.

Item 5.    
Market for Viacom Inc.'sPart II

        The separation of Equity Securities.

former Viacom Inc. voting ("Former Viacom") into two publicly traded entities, CBS Corporation (together with its consolidated subsidiaries unless the context otherwise requires, the "Company" or "CBS Corp.") and new Viacom Inc. ("New Viacom") was completed on December 31, 2005 (the "Separation"). The Separation was accomplished pursuant to a merger in which a subsidiary of Former Viacom was merged with and into Former Viacom, with Former Viacom continuing as the surviving entity. On December 31, 2005, Former Viacom was renamed "CBS Corporation" and each outstanding share of Former Viacom class A common stock was converted into the right to receive .5 of a share of CBS Corporation class A common stock, $0.001 par value ("Class A Common StockStock"), and .5 of a share of New Viacom Inc. non-votingclass A common stock and each outstanding share of Former Viacom class B common stock was converted into the right to receive .5 of a share of CBS corporation class B common stock, $0.001 par value ("Class B Common Stock"), and .5 of a share of New Viacom class B common stock. As a result of the one share for .5 share conversion ("Share Conversion"), all Former Viacom share and per share data have been adjusted for all periods presented, unless otherwise indicated. Shares of the CBS Corp. Class A and Class B Common Stock are listed and tradedcommenced trading on the New York Stock Exchange ("NYSE")on January 3, 2006, under the symbols "VIA" and "VIAB", respectively.

        The following table sets forth, for the calendar periods indicated, the per share range of high and low sales prices for Viacom Inc.'ssymbols: "CBS.A" (CBS Corporation Class A Common StockStock) and "CBS" (CBS Corporation Class B Common Stock).

        There was no established trading market for CBS Corp. Class A and Class B Common Stock as reportedprior to its commencement of trading on January 3, 2006.

        On January 25, 2006, CBS Corporation declared a quarterly cash dividend of $.16 per share payable on April 1, 2006. CBS Corp. currently expects to continue to pay a regular cash dividend to its stockholders. Based on the NYSE.

number of shares of CBS Corp. Class A and Class B Common Stock outstanding after the Separation, a $.16 per share quarterly dividend for each of the four quarters of 2006 would result in approximately $480 million of annual dividends. Former Viacom declared a quarterly cash dividend on its common stock during each of the first threefour quarters of 2005 and 2004 for a total of $.06 per share$440.9 million in 2005 and during the fourth quarter of 2004 of $.07 per share. During the third and fourth quarters of 2003, Viacom declared a quarterly cash dividend of $.06 per share.$427.0 million in 2004.

        As of March 1, 2005,2006, there were 4,793approximately 1,000 record holders of Viacom Inc.CBS Corp. Class A Common Stock and 59,597approximately 18,880 record holders of Viacom Inc.CBS Corp. Class B Common Stock. These numbers do not include holders of Former Viacom common stock who had not exchanged as of March 1, 2006 shares of Former Viacom for shares of CBS Corp.

        Information required by this item is also contained in the Viacom Inc.CBS Corp. Proxy Statement for the Company's 20052006 Annual Meeting of Stockholders under the heading "Equity Compensation Plan Information", which information is incorporated herein by reference.

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        Below is a summary of Former Viacom Inc.'s purchases of its Classclass B Common Stockcommon stock during the three and twelve months ended December 31, 20042005 under its $8$8.0 billion stock purchase program publicly announced on October 28, 2004 under which2004. Since inception of this program the Company is authorizedhas spent $7.42 billion, leaving $579.8 million remaining authorization under the program. CBS Corp. does not currently expect to acquire from time to time up to $8 billion in Viacom Class A Common Stock and non-voting Class B Common Stock. This program succeeded and replaced the Company's $3 billionmake purchases under this stock purchase program announced in 2002.during 2006.

        In connection with the exchange offer for the split-off of Blockbuster Inc., Viacom accepted 0.6 million shares of Viacom Class A and 27.4 million shares of Viacom Class B Common Stock in exchange for the 144 million shares of Blockbuster Inc. that Viacom owned.

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Item 6.  Selected Financial Data.

VIACOM INC.CBS CORPORATION AND SUBSIDIARIES
(In millions, except per share amounts)

        (a)   In 2004,On December 31, 2005, the exchange offerseparation of former Viacom Inc. ("Former Viacom") into two publicly traded entities, CBS Corporation (the "Company" or "CBS Corp.") and new Viacom Inc. ("New Viacom") was completed ("the Separation"). Each outstanding share of Former Viacom common stock was converted into .5 of a share of CBS Corp. Common Stock and ..5 of a share of New Viacom common stock and as a result, all share and per share data of Former Viacom have been adjusted for all periods presented. CBS Corp. has accounted for the split-offSeparation as a spin-off of New Viacom and accordingly, the results of New Viacom have been presented as discontinued operations in the Company's Consolidated Financial Statements for all periods presented. Included within New Viacom's results were discontinued operations for Famous Players and Blockbuster Inc. ("Blockbuster"). Famous Players, a Canadian-based theater chain, was sold for approximately $400 million in July 2005. Blockbuster was completed and Blockbuster is presentedsplit-off from Former Viacom in 2004.

        (b)   In 2005, as a discontinued operation. All prior periods have been reclassified to conform to this presentation.

        (b) SFAS No.result of the Company's annual goodwill impairment test performed in accordance with Statement of Financial Accounting Standards ("SFAS") 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), a non-cash charge of $9.48 billion ($9.46 billion, net of tax), or $11.98 per diluted share, was adopted in 2002.recorded to reduce the carrying amount of Television and Radio goodwill to their respective estimated fair values. In 2004, as a result of the Company's annual goodwill impairment test, a non-cash charge of $18.0 billion ($17.89 billion, net of tax), or $10.43$20.87 per diluted share, was recorded to reduce the carrying amount of Radio and Outdoor goodwill and intangiblesintangible assets to their respective estimated fair values.

        (c)   AsIn 2004, as a result of the initial adoption of Emerging Issues Task Force Topic No. D-108 "Use of Residual Method to Value Acquired Assets Other than Goodwill", the Company recorded an after-tax charge of $1.3$1.31 billion, or $.77$1.53 per diluted share, as a cumulative effect of accounting change, to reduce the intangible balancesassets balance attributable to television stationsstations' FCC licenses.

        (d)   As a result ofIn 2002, the initial adoption of Statement of Position 00-2, "Accounting by Producers or Distributors of Films", the Company recorded aSFAS 142 resulted in an after-tax non-cash after-tax charge of $452.3 million$1.48 billion, recorded as a cumulative effect of accounting change.

        (e) On May 4, 2000, CBS Corporation merged with and into Viacom Inc., and effective from that date, its results of operations are included in the consolidated financial results of the Company.

        (f) The Company announced a quarterly cash dividend of $.06 per share on its common stock during the first three quarters of 2004 and a cash dividend of $.07 per share in the fourth quarter of 2004. A quarterly cash dividend of $.06 per share was declared during the third and fourth quarter of 2003.

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Item 7.    Management's Discussion and Analysis of Results of Operations and Financial Condition.Condition
(Tabular dollars in millions)

        Management's discussion and analysis of the results of operations and financial condition should be read in conjunction with the Consolidated Financial Statements and related Notes. Descriptions of all documents incorporated by reference herein or included as exhibits hereto are qualified in their entirety by reference to the full text of such documents so incorporated or included. Please see Item 1A. Risk Factors in Part I of this report for the Cautionary Statement Regarding Forward-Looking Statements and Risk Factors.

Recent DevelopmentsSeparation

        The separation of former Viacom Inc. ("Former Viacom") into two publicly traded entities, CBS Corporation (together with its consolidated subsidiaries unless the context otherwise requires, the "Company" or "CBS Corp.") and new Viacom Inc. ("New Viacom") was completed on December 31, 2005 (the "Separation"). The Separation was accomplished pursuant to a merger in which a subsidiary of Former Viacom was merged with and into Former Viacom, with Former Viacom continuing as the surviving entity. On December 31, 2005, Former Viacom was renamed "CBS Corporation" and each outstanding share of Former Viacom class A common stock was converted into the right to receive .5 of a share of CBS Corp. class A common stock, $0.001 par value ("Class A Common Stock"), and .5 of a share of New Viacom class A common stock and each outstanding share of Former Viacom class B common stock was converted into the right to receive .5 of a share of CBS Corp. class B common stock, $0.001 par value ("Class B Common Stock"), and .5 of a share of New Viacom class B common stock. As a result of the one share for .5 share conversion ("Share Conversion"), all Former Viacom share and per share data have been adjusted for all periods presented, unless otherwise indicated. The Company's Registration Statement on Form S-4 which was filed with the Securities and Exchange Commission ("SEC") on November 23, 2005 and was subsequently declared effective by the SEC further describes the Separation.

        In connection with the Separation, CBS Corp. and New Viacom entered into a separation agreement dated December 19, 2005, which is filed as an exhibit to this report (the "Separation Agreement"). In accordance with the terms of the Separation Agreement, New Viacom paid to the Company an estimated special dividend of $5.4 billion. Pursuant to the provisions of the Separation Agreement, the estimated special dividend is subject to adjustment. On March 16, 2005,14, 2006, the Company submitted to New Viacom announced that it has been exploringan adjustment to increase the possible division of its businesses into separate publicly-traded companies, one of which would highlight Viacom's high-growth businesses such as MTV Networks and would be operated by Tom Freston, and one of which would combine its leading CBS broadcast television businesses, growing outdoor business and high free cash flow operations such as radio, which would be operated by Leslie Moonves. Viacom expects to announce further details regarding the possible separationestimated special dividend in the second quarteramount of 2005. No assurance can be given thatapproximately $460 million. The Company and New Viacom have up to 65 days to agree upon the adjustment before any transaction will be consummated.disputed amounts would become subject to a dispute resolution process.

        The Company and New Viacom entered into other agreements to govern certain of the ongoing relationships between the Company and New Viacom after the Separation including a transition services agreement and a tax matters agreement dated December 30, 2005, which is filed as an exhibit to this report (the "Tax Matters Agreement"). These arrangements are summarized in the "Related Parties" section of this report.

Overview

        CBS Corp. is comprised of the following segments: Television (CBS Television Network, UPN, Showtime Networks, CBS Television Stations, CBS Paramount Television and King World), Radio (CBS Radio), Outdoor (CBS Outdoor) and Parks/Publishing (Paramount Parks and Simon & Schuster). CBS Corp. has accounted for the Separation as a spin-off of New Viacom Inc., together with its consolidated subsidiaries ("Viacom" orand accordingly, the "Company")results of New Viacom have been reflected as discontinued operations in the Company's Consolidated Financial Statements for all periods presented. New Viacom is comprised of the Cable Networks and Entertainment segments. Included within New Viacom's results were discontinued operations for Famous Players and Blockbuster Inc. ("Blockbuster"). Famous Players, a diversified worldwide entertainment company. RevenuesCanadian-based theater chain, was sold for 2004 increased $1.7 billion, or 8%,approximately $400 million in July 2005. Blockbuster was split-off from Former Viacom in 2004.

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Management's Discussion and Analysis of
Results of Operations and Financial Condition
(Tabular dollars in millions, except per share amounts)

        CBS Corp. revenues for 2005 decreased slightly to $22.5 billion from $20.8$14.54 billion in 2003. Advertising revenues increased $1.42005 versus $14.55 billion in 2004. Revenues reflected advertising revenue growth of $235.1 million, or 11%2%, led by growth of 21%2% in Cable NetworksTelevision and 11%4% in Television. ViacomOutdoor offset by a decline in television license fees. CBS Corp. reported an operating loss of $13.0 billion versus operating income of $4.5$6.82 billion in the prior year.2005 versus an operating loss of $15.15 billion in 2004. Full year 20042005 net loss from continuing operations was $15.1$8.32 billion, or a loss of $8.78$10.54 per diluted share, compared with a net earningsloss from continuing operations of $2.2$16.39 billion, or $1.27a loss of $19.12 per diluted share, for 2003.2004.

        Full year 2005 results included a non-cash impairment charge of $9.48 billion, ($9.46 billion, net of tax or $11.98 per diluted share), to reduce the carrying amount of Television and Radio goodwill to their respective estimated fair values. Full year 2004 results included a non-cash impairment charge of $18.0 billion, ($17.89 billion, net of tax or $10.43$20.87 per diluted share,share), to reduce the carrying amount of Radio and Outdoor goodwill and intangiblesintangible assets to their respective estimated fair value in accordance with Statement of Financial Accounting Standards ("SFAS") 142 "Goodwill and Other Intangible Assets" ("SFAS 142"). Full year 2004 results also included a second quarter severance charge of $56.2 million, or $.02 per diluted share, due to management changes, and the recognition of a tax benefit of $205.4 million, or $.12 per diluted share, principally from the resolution of income tax audits.value.

        For all periods presented, Blockbuster Inc. has been reported as a discontinued operation as the exchange offer for its split-off from the Company was completedCBS Corp. operates in 2004. Prior period information has been reclassified to conform to this new presentation.

        Viacom operates with the following segments:

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CABLE NETWORKS: The Cable Networks segment consists ofMTV Music Television, Nickelodeon, Nick At Nite, VH1, MTV2, TV Land, Spike TV, CMT: Country Music Television, Comedy Central, BET, BET Jazz,andShowtime, among other program services. Cable Networks revenues are generated primarily from advertising sales and affiliate fees. Cable Networks contributed 29%, 27% and 25%, respectively, to consolidated revenues for the years ended December 31, 2004, 2003 and 2002.



•

TELEVISION: The Television segment consists of the CBS and UPN Television Networks,television networks, the Company's 39 owned broadcast television stations,Showtime Networks, and its television production and syndication business, includingCBS Paramount Television andKing World Productions andParamount Television. Television revenues are generated primarily from advertising sales, and television license fees and affiliate fees. Television contributed 38%64%, 37%65% and 39%64%, respectively, to consolidated revenues for the years ended December 31, 2005, 2004 2003 and 2002.2003. In January 2006, the Company completed its acquisition of CSTV Networks, Inc., ("CSTV") for approximately $325 million. Beginning in the first quarter of 2006, CSTV's results will be included as part of the Television segment.

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RADIO: The Radio segment owns and operates 183179 radio stations in 4140 U.S. markets throughInfinityCBS Radio. Radio revenues are generated primarily from advertising sales. Radio contributed 9%15%, 10%14% and 11%15%, respectively, to consolidated revenues for the years ended December 31, 2005, 2004 2003 and 2002.2003.



•

OUTDOOR: The Outdoor segment, principally throughViacomCBS Outdoor, displays advertising on media including billboards, transit shelters, buses, rail systems (in-car, station platforms and terminals), mall kiosks, masts and stadium signage. Outdoor revenues are generated primarily from advertising sales. Outdoor contributed 8%13% to consolidated revenues for each of the years ended December 31, 2005, 2004 and 2003 and 9% for the year ended December 31, 2002.2003.



•

ENTERTAINMENT: The Entertainment segmentPARKS/PUBLISHING: This all other category includesParamount Pictures, which produces and distributes theatrical motion pictures;Simon & SchusterSchuster's, which publishes and distributes consumer books underbook publishing business with imprints such asSimon & Schuster, Pocket Books, Scribner andThe Free Press;ParamountPress. Parks, which is principally engaged in the ownership and operation of five theme parks and a themed attraction in the U.S. and Canada; and movie theater and music publishing operations. Entertainment revenues are generated primarily from feature film exploitation, publishing, theme park operations and movie theaters. EntertainmentCanada. Parks/Publishing contributed 18%, 20% and 19%, respectively,8% to consolidated revenues for each of the years ended December 31, 2005, 2004 2003 and 2002.2003. In January 2006, the Company announced its intention to divest Paramount Parks and to complete the divestiture in the second half of 2006.