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There's something about the end-of-year corporate memo that's always just a litttttle bit creepy—especially if you're Viacom. Basically, let us summarize this year's mashnote from Viacom honcho Sumner Redstone, which we assume was largely ghost-written by Viacom chief media expansionist and serial semi-monogamist Les Moonves as he cackled and covered himself in the blood of lesser, warmer-blooded television executives:

WE WILL OWN EVERYTHING! MUH HA HA HA HA!

Our prediction for 2005: Viacom antitrust suit. I mean, really: could it possibly be fair that they control the entire market of "urban"comedies?

The memo follows.

To: All Viacom Employees From: Sumner Redstone, Tom Freston and Leslie Moonves Date: December 29, 2004

As we approach the end of the year, we wanted to take
a moment and reflect on 2004 s whirlwind of
accomplishments, and to thank all of you for your hard
work and commitment throughout the year.

Even for a company that thrives on change, Viacom is
completing a year of significant and far-reaching
milestones. After six months of working together as a
team, we couldn t be more enthused about what we are
seeing all around us. Our company is coming together
like never before and we are all witnessing the
positive developments that flow from a renewed focus
on creativity. We are stronger than ever and moving
rapidly forward on every front.

Our vision is simple: Keep Viacom at the creative
forefront of the media business. We want to be the
global leader for mass and specialized audiences and
we will follow our audiences wherever they go and
deliver our programs and content through multiple
platforms, including traditional media, websites,
wireless, ITV, and broadband services. We will
capitalize on our leadership positions across the
board from CBS s commanding position as the No. 1
television broadcaster to MTV Networks standing as
the No. 1 cable networks group and BET s rank as the
No. 1 destination for African-American adults to
Viacom s No. 1 position as a television production and
syndication powerhouse. And, where we are not No. 1 —
we will get there through smart investment, creative
excellence and superior execution.

2004 was a great year from nearly every perspective.
We generated hits and we hit our numbers. There were
great accomplishments across all of our businesses.
Here are just a few of the highlights:

CBS had a landmark year, winning all three sweeps
hands down. The Network not only took the crown for a
third year as the No. 1 Network in households but also
viewers, and in November, in addition to winning in
25-54s, CBS went on to add the final jewel in its
crown with a ratings win in 18-49s. The Network also
had four of the top five rated programs on television
in the November sweep and six of the top 10, including
CSI: Crime Scene Investigation, CSI: Miami. Everybody
Loves Raymond, Survivor: Vanuatu, Two and a Half
Menand Without a Trace. CBS News also added four more
News and Documentary Emmy Awards to their trophy case.
And, CBS Sports renewed their pact with the NFL and
brought CBS SportsLine into the family.

Over at UPN, A-List talent and new franchise shows are
broadening the network s viewership and attracting
more young women. The result: Quality hits like Tyra
Banks America s Next Top Model and Taye Diggs Kevin
Hill.

The success at CBS and UPN helps fuel our success at
the Viacom Television Stations Group, which is
experiencing ratings and viewership growth in many of
its top markets. The group is also in the process of
expanding its portfolio of stations by acquiring CBS
Sacramento affiliate KOVR-TV 13, creating Viacom s
ninth duopoly.

On the cable side of the house, the story is much the
same. MTV, MTV2, VH1, Comedy Central, CMT, TV Land and
Nick at Nite achieved their highest-rated years ever.
Virtually every one of MTV Networks brands is
outperforming the competition, and doing so without
missing a cultural beat. From Pimp My Rideto Ned s
Declassified School Survival Guideto Fairly
OddParents, MTV Networks is the best in the business
at super-serving its diverse audiences. MTV continues
to be the top destination for 12- to 24-year-olds.
Nickelodeon has been the No. 1 net for kids for nine
straight years. VH1 is on a 19-year high. With two of
cable s biggest stars, Dave Chappelle and Jon Stewart,
Comedy Central is in very good humor. CMT, MTV2 and
Noggin are among cable s fastest-growing networks,
Spike TV s brand awareness has climbed to 93%, and
more people are tuning in to TV Land, Nick at Nite and
The Digital Suite than ever before. Early next year,
MTVN will welcome a new network into the fold with the
launch of LOGO, our new gay and lesbian channel. And,
Paramount Parks, which was integrated into our
Nickelodeon operations this year, upped its attendance
in 2004 as its guests responded to new Paramount and
Nickelodeon-branded attractions and events.

Internationally, MTV Networks International s
footprint is literally in every corner of the globe,
and our networks continue to grow at a fast pace. In
2004, we added VIVA, a German-based television company
with five channels across Europe, and launched VH1 in
Latin America, Nickelodeon in Italy, expanded MTV and
Nickelodeon s presence in China, and added scores of
broadband networks throughout Europe. MTVNI will soon
launch its 100th channel, MTV Base, in Africa.

BET continues to be the top cable and on-line
destination for African-Americans, with such original
cable fare as the BET Awards '04, Coming to the
Stageand College Hill,as well as through BET.com.
Showtime, too, is benefiting from its commitment to
creativity. Original comedy and drama series such as
Huffand The L Wordare sparking water cooler chatter
and entertainment page headlines. And, there s more on
the way with the much-anticipated Fat Actresswith
Kirstie Alley.

When it comes to television production and
syndication, Viacom has long been the best in the
business. And now, under the CBS umbrella, the best is
getting better. Paramount Television, King World and
CBS Paramount International Television produce and
distribute more hours of great programming than any
competitor from the top game shows Wheel of Fortuneand
Jeopardy!to the top courtroom series Judge Judyand
Judge Joe Brownto the top talk shows The Oprah Winfrey
Showand Dr. Phil. Both The Insiderand CSI: Crime Scene
Investigationhad record-breaking syndie debuts in 2004
and Entertainment Tonightplans to go global as it
launches in the United Kingdom in January 2005.

In motion pictures, we are ready for our close-up. You
can look for big changes on the big screen as we
strengthen our creative muscle, reach out to new movie
audiences and build on this year s box office hits
Lemony Snicket s A Series of Unfortunate Events, The
SpongeBob SquarePantsMovie, Mean Girlsand The
Manchurian Candidate.

Big changes are also in the air in the U.S. radio
market. Infinity Broadcasting is strengthening its
position with investments in programming and marketing
and putting its focus on large, promising markets. We
have reformatted stations in Dallas, Atlanta and New
York, and launched new campaigns like Street Date,a
new multi-platform initiative that promotes new album
releases from such artists as Duran Duran and Bon
Jovi. Infinity also recently joined forces with
Spanish Broadcasting System to more effectively target
Hispanic customers.

Viacom Outdoor continues to build on its commanding
position as the No. 1 company in North America, and a
significant player across Europe. In 2004, we have
renewed our advertising contract with Toronto Transit
and we are exploring new technologies to take an even
larger share of the out-of-door advertising markets
around the world.

Simon & Schuster, meanwhile, is closing the books on a
record-breaking year in both sales and profits in
2004, topping $1 billion in gross sales for the first
time ever. S&S also produced 100 New York Times Best
Sellers, with 17 hitting the No. 1 mark and 10
selected as New York Times "Notable Books of the
Year."

Without a doubt, we all have much to be proud of in
2004 and much to look forward to in the year ahead.
Along with our business successes, we are equally
proud and thankful for what we do every day in service
to the communities around us. Collectively and
individually we give back in so many ways through
public service broadcasting initiatives, through
charitable fundraising events, through employee
volunteerism and through dedicated companywide
campaigns. This year, our KNOW HIV/AIDS public
education campaign was honored with an Emmy and a
Peabody Award.

Thanks for a great year and best wishes to you and all
of your families for a happy and healthy Holiday Season.