SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

ROBERT J. CASEY II, derivatively on behalf of VIACOM INC.,

Plaintiff,

v.

SUMNER M. REDSTONE, SHARI REDSTONE, GEORGE S. ABRAMS, PHILIPPE DAUMAN, THOMAS E. DOOLEY, ROBERT K. KRAFT, BLYTHE J. MCGARVIE, CHARLES E. PHILLIPS, JR., FREDERIC V. SALERNO, WILLIAM SCHWARTZ, CRISTIANA FALCONE SORRELL, DEBORAH NORVILLE, KATHERINE GILL-CHAREST and, WADE DAVIS,

Defendants,

and

VIACOM INC.,

Nominal Defendant.

::::::: : : ::::::::::::: : : : : : : :

Index No.

Purchased and filed on: Plaintiff designates New York County as the place of trial The basis of the venue is the place of business of the Defendants Plaintiff resides in Allegheny County, Pennsylvania

SUMMONS

YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the Plaintiffs' Attorneys within 20 days after service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. Defendants' addresses: SEE ATTACHED DEFENDANTS’ SERVICE LIST Dated: October 22, 2015

HARWOOD FEFFER LLP By: s/ Robert I. Harwood Robert I. Harwood 488 Madison Avenue New York, New York 10022 (212) 935-7400 Attorneys for Plaintiff

FILED: NEW YORK COUNTY CLERK 10/22/2015 04:21 PM INDEX NO. 653515/2015

NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 10/22/2015

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DEFENDANTS SERVICE LIST

VIACOM INC. 1515 Broadway, New York, NY 10036 SUMNER M. REDSTONE, 1515 Broadway, New York, NY 10036 SHARI REDSTONE, 1515 Broadway, New York, NY 10036 GEORGE S. ABRAMS, 1515 Broadway, New York, NY 10036 PHILIPPE DAUMAN, 1515 Broadway, New York, NY 10036 THOMAS E. DOOLEY, 1515 Broadway, New York, NY 10036 ROBERT K. KRAFT, 1515 Broadway, New York, NY 10036 BLYTHE J. MCGARVIE, 1515 Broadway, New York, NY 10036 CHARLES E. PHILLIPS, JR., 1515 Broadway, New York, NY 10036 FREDERIC V. SALERNO, 1515 Broadway, New York, NY 10036 WILLIAM SCHWARTZ, 1515 Broadway, New York, NY 10036 CRISTIANA FALCONE SORRELL, 1515 Broadway, New York, NY 10036 DEBORAH NORVILLE, 1515 Broadway, New York, NY 10036

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KATHERINE GILL-CHAREST 1515 Broadway, New York, NY 10036 WADE DAVIS, 1515 Broadway, New York, NY 10036

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

ROBERT J. CASEY II, derivatively on behalf of VIACOM INC.,

Plaintiff,

v.

SUMNER M. REDSTONE, SHARI REDSTONE, GEORGE S. ABRAMS, PHILIPPE DAUMAN, THOMAS E. DOOLEY, ROBERT K. KRAFT, BLYTHE J. MCGARVIE, CHARLES E. PHILLIPS, JR., FREDERIC V. SALERNO, WILLIAM SCHWARTZ, CRISTIANA FALCONE SORRELL, DEBORAH NORVILLE, KA THERINE GILL-CHAREST and, WADE DA VIS,

Defendants,

and

VIACOM INC.,

Nominal Defendant.

Index No.

VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT

JURY TRIAL DEMANDED

Plaintiff Robert J. Casey II ("Plaintiff'), by and through his undersigned

attorneys, hereby submits this Verified Shareholder Derivative Complaint (the

"Complaint") for the benefit of nominal defendant Viacom Inc. ("Viacom" or the

"Company") against certain current and/or former members of its Board of Directors (the

"Board") and executive officers seeking to remedy defendants' breaches of fiduciary

duties and unjust enrichment from January 2014 through the present (the "Relevant

Period").

NATURE OF THE ACTION

1. According to its public filings, the Company is headquartered in New

York, New York and operates as an entertainment content company in the United States

and internationally. The Company creates television programs, motion pictures, short-

form video, applications, games, consumer products, social media, and other

entertainment content. Currently, it is the world's sixth largest broadcasting and cable

company in terms of revenue. The Company has media networks that reach

approximately 700 million global subscribers and its leading brands include MTV, VH 1,

CMT, BET, Nickelodeon, Comedy Central, SPIKE, and TV Land. The current Viacom

was created on December 31, 2005, as a spinofT from CBS Corporation. The current

Viacom 1 operates approximately 170 networks reaching approximately 700 million

subscribers in 160 countries.

2. In the Company's public filings, defendants repeatedly touted the

Company's financial results and strong internal controls. For instance, on November 13,

2014, defendants caused the Company to file its Annual Report on Form 10-K (the "2014

Form 10-K") with the U.S. Securities and Exchange Commission (the "SEC"), which

touted purportedly "record" profit for fiscal 2014. Specifically, the 2014 Form 10-K

reported record adjusted operating income of $4.13 billion and record full-year adjusted

diluted earnings per share of $5.40. Additionally, the 2014 Form 10-K (along with every

other Relevant Period filing) contained certifications that the Company's financial

statements were accurate and its internal controls were adequate.

3. Defendants likewise issued positive financial results and certifications in

The current Viacom was created on December 31, 2005, as a spinoff from CBS Corporation, which changed its name from Viacom to CBS at the same time.

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the Company's quarterly and annual financial reports filed with the SEC on Fonns 10-Q

and 10-K, respectively on January 30, 2014, May l, 2014, August 6, 2014, and January

29, 2015.

4. The financial results that were disseminated to shareholders and filed with

the SEC during the Relevant Period and the certifications that accompanied them were

false and/or misleading because, inter alia: (1) they failed to disclose that the Company's

programming was significantly underperfonning; (2) they failed to disclose that in light

of this underperformance, the Company was going to be forced to make workforce

reductions and faced accelerated amortization of programming expenses; (3) they failed

to disclose that as a result of the foregoing, the Company was going to be forced to

"pause" its $20 billion stock repurchase program, which had been in existence for years;

and (4) they failed to disclose that the Company, under the defendants' direction, was

operating in violation of the laws of the European Union (the "EU").

5. The truth began to emerge on April 6, 2015, when defendants caused the

Company to issue a press release attached to a Form 8-K, which was filed with the SEC,

entitled "Viacom Details Strategic Realignment to Create Efficiencies and Drive Long­

Tenn Growth" (the "April 61h Press Release"). The April 61

h Press Release revealed for

the first time that the Company, under defendants' direction and on their watch, was

being forced to recognize a pre-tax charge of nearly $785 million. Defendants further

disclosed that of the nearly $785 million, $430 million reflected the impact of write­

downs of underperforming programming and the remainder related to costs associated

with workforce reductions, as well as accelerated amortization of programming expenses

associated with a change in the Company's ultimate revenue projections for certain

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original programming genres.

6. Additionally, the April 61h Press Release revealed that as a result of

defendants' breaches, "Viacom will temporarily pause share purchases under its current

$20 billion stock repurchase program," which had been in existence for years prior.

7. Predictably, the financial press was not kind upon learning that the

Company would be forced to take a nearly $785 million charge and halt its stock

repurchase program. For example, an April 7, 2015 Financial Times article entitled

"Viacom Punished After Taking $785m Charge" reported that the Company market

valuation declined by 11early $500 million immediately after tlte issuance of t/1e April 6'1'

Press Release. Additionally, an April 7, 2015 Bloomberg article entitled "Viacom Halts

Buybacks, Sees $785 Million Restructuring Costs" quoted Bloomberg Intelligence

analyst, Paul Sweeney, as stating that "[p]ersistent ratings weakness across [Viacom's]

networks, job cuts, restricting charges and now a suspension of the buyback represent a

distressing trend for investors."

8. In the aftermath of defendants' illicit activities, which ultimately caused

the Company to take a nearly $785 million charge, matters have only continued to

deteriorate for the Company. For example, in July 2015, EU regulators filed formal

charges against Viacom's subsidiary, Paramount Pictures ("Paramount"), over alleged

illegal licensing agreements. The EU accused Paramount and five other studios of

violating competition laws by using clauses that restrict access to the services of Sky UK

Ltd. ("Sky") outside Britain.

9. Then, on August 6, 2015, defendants caused the Company to issue its

quarterly report on Form I 0-Q for the second quarter of 2015. Therein, defendants

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admitted that the Company's stock repurchase program was still "temporarily paused"

and was not anticipated to be resumed for months. Further, regarding the Company's

issues with the EU, defendants admitted that the "full process, including appeals, could

last several years," which undoubtedly will be very costly for the Company.

10. Accordingly, as a result of Defendants' breaches, the Company has been

not only forced to take a nearly $785 million charge, but also it has been forced to

"pause" the Company's stock repurchase program (which has been in operation for years

prior), and is now the subject of charges brought by EU regulators.

11. Further, the price of the Company's stock has continued to freefall

throughout the entire Relevant Period. Specifically, the price of the Company's Class B

common stock has declined by over 44% from its Relevant Period high of approximately

$88 per share and currently trades for around $49 per share. Thus, as a result of

defendants' breaches, the Company has been (and continues to be) damaged.

12. In light of the foregoing, on April 13, 2015, Plaintiff issued a demand

pursuant to Delaware law (the "Demand") on the Board to investigate and commence an

action against certain current and/or former directors and executive officers of the

Company related to the Company's announcement that it was going to be forced to take a

nearly $785 million charge. A true and correct copy of the Demand is attached hereto at

Exhibit A.

13. On April 28, 2015, Plaintiff's counsel received a letter from Jaculin Aaron

of the law firm Shearman & Sterling LLP, which stated that "[b]efore the Company' s

Board of Directors (the "Board"), or its counsel, responds to the Demand, both the

Company and the Board must be satisfied that Mr. Casey currently owns Viacom stock

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and owned Viacom stock continuously during the Period of time referred to in the

Demand. Accordingly. please forward to us appropriate proof of your client's continuous

ownership of Viacom stock." A true and correct copy of the April 28, 2015 letter is

attached hereto as Exhibit B.

14. Even though the April 28, 2015 letter provided no legal authority to

condition a response and/or investigation of the Demand on the receipt of proof of

Plaintiffs stock holdings, on May 12, 2015, Plaintiff provided Ms. Aaron with redacted

proof of Plaintiffs ownership of Viacom stock.

15. After numerous other correspondences with Ms. Aaron regarding the

investigation of the original Demand and immediately after the announcement that EU

regulators were considering formal charges against the Company, on July 27, 2015,

Plaintiff issued a supplemental shareholder demand on the Board to investigate and

commence an action against certain current and/or former directors and executive officers

of the Company in connection with the EU regulator' s investigation into the Company's

potential anti-competitive activities in the EU (the "Supplemental Demand"). A true and

correct copy of the Supplemental Demand is attached hereto as Exhibit C.

16. Next, on August 11, 2015, Plaintiffs counsel received a letter from

Edward B. Micheletti of the law firm Skadden, Arps, Slate, Meagher & Flom LLP

("Skadden"), which revealed that Skadden had "been retained by the Audit Committee of

the Board of Directors . . . to assist in connection with the consideration of the

[Demand] ... "

17. After numerous correspondences with Mr. Michelleti regarding, inter alia,

the Supplemental Demand, on September 15, 2015, Plaintiff's counsel received a letter,

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which fonnally refused the Demand (the "Refusal"). A true and correct copy of the

Refusal is attached hereto as Exhibit D.

18. The Refusal stated that at "a meeting held on September 10, 2105 [sic],

the Audit Committee, based on the investigation, unanimously voted to recommend that

the Viacom board reject the Demand" and that "[a]t a subsequently held Viacom board

meeting, the Viacom board considered and agreed with the Audit Committee'

recommendation, and unanimously voted to reject the Demand."

19. The Refusal is most notable not for its contents, but for what it shockingly

lacks - literally any substantive analysis of the claims set forth in the Demand and/or the

Supplemental Demand. Further, outside of bald assertion that the Audit Committee's so­

called "investigation" "revealed no support for the allegations of misconduct raised in the

Demand," the Refusal does not even so much as mention the claims set forth in the

Demand and Supplemental Demand, nor does it provide even the faintest amount of

insight into what the purported "investigation" entailed.

20. Accordingly, on September 22, 2015, Plaintiffs counsel was forced to

send another letter to Mr. Michelleti, which sought to "obtain clarification and insight"

on numerous parts of the Refusal and the Board's and/or Audit Committee's so-called

investigation. A true and correct copy of the September 22, 2015 letter is attached hereto

as Exhibit E.

21. Specifically, the September 22, 2015 letter requested a copy of all

documents reviewed in connection with the demand. a list of any and all witnesses

interviewed as part of the investigation, and a list of all other factors not specifically

listed in the Refusal (which would be none) that the Refusal was based upon.

7

22. On September 28, 2015, Mr. Michelleti responded to Plaintiffs September

22, 2015 letter. However, his response failed to provide any meaningful additional

insight and wholly ignored Plaintiff's document requests. A true and correct copy of the

September 28, 2015 letter is attached hereto as Exhibit F. Further, while the September

28, 2015 letter appears to attempt to provide more substantive insight into the rationale

behind the issuance of the Refusal, it still fails to provide even the most basic details of

the so-called investigation (i.e., who the Audit Committee even interviewed) or any

substantive legal analysis of any of the claims.

23. Accordingly, given the Board's deliberate and repeated efforts to hide

everything concerning the process (and substance) of Audit Committee's investigation,

Plaintiff is wholly unaware of the substantive legal reasons regarding why the Refusal

was issued and why the Board has declined to pursue these valuable claims or whether

the process undertaken to purportedly investigate the Demand was adequate and in good

faith. Clearly, the Board's complete disregard of the merits of the claims set forth

Demand is improper and demonstrates the Board's lack of diligence and good faith.

Further, the Board's and/or Audit Committee's failure to provide even the most basic

details concerning the scope of the purported investigation likewise renders the Refusal

improper. Thus, Plaintiff has been left with no other recourse other than filing this

Action and, given the Board's and/or Audit Committee's complete secrecy at every tum,

this Action must be allowed to proceed.

THE PARTIES

24. Plaintiff is a current holder of Class B common stock of Viacom and has

continuously held Viacom stock since 1986.

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25. Nominal defendant Viacom is a Delaware corporation with its principal

executive offices located at 1515 Broadway, New York, NY 10036. According to its

public filings, Viacom operates as an entertainment content company both domestically

and internationally, which creates television programs, motion pictures, short-form video,

applications, games, consumer products, social media, and other entertainment content.

The current Viacom was created on December 31, 2005, as a spinoff from CBS

Corporation, which changed its name from Viacom to CBS at the same time.

26. Defendant Sumner M. Redstone ("Redstone") is a founder of the

Company and has served as the Executive Chairman of the Board since January l, 2006.

Defendant Redstone was previously Chief Executive Officer ("CEO") of the former

Viacom Inc. from 1996 until 2005 and Chairman of the Board since 1986.

27. Defendant Shari Redstone (''S. Redstone"), daughter of defendant

Redstone, has served as the Non-Executive Vice Chair of the Board since January 1,

2006. Previously, defendant S. Redstone served as a director of the former Viacom Inc.

beginning in 1994 and became Vice Chairman in June 2005.

28. Defendant George S. Abrams ("Abrams") has served as a director of the

Company since January 1, 2006. In addition, defendant Abrams previously served as a

director of the former Viacom Inc. since 1987.

29. Defendant Philippe Dauman ("Dauman") has served as the Company's

President and CEO since September 5, 2006 and as a director since January I, 2006.

Previously, defendant Dauman served as a director of the former Viacom Inc. since I 987.

30. Defendant Thomas E. Dooley ("Dooley") has served as the Company's

Chief Operating Officer since May 20 I 0 and as a director of the Company since January

9

1, 2006. Previously, defendant Dooley served as the Company's Chief Financial Officer

("CFO").

31. Defendant Robert K. Kraft ("Kraft'') served as a director of the Company

from January 1, 2006 until August 2015.

32. Defendant Blythe J. McGarvie C'McGarvie") has served as a director of

the Company since April 12, 2007. In addition, defendant McGarvie served as a member

of the Board's Audit Committee (the "Audit Committee") during the Relevant Period.

33. Defendant Charles E. Phillips, Jr. ("Phillips") has served as a director of

the Company since January 1, 2006. Previously, defendant Phillips served as a director

of the former Viacom Inc. since 2004. In addition, defendant Phillips has served as a

member of the Audit Committee during the Relevant Period.

34. Defendant Frederic V. Salemo ("Salemo") has served as a director of the

Company since January 1, 2006. Previously, defendant Salemo served as a director of

the former Viacom Inc. since 1994. In addition, defendant Salemo has served as a

member of the Audit Committee during the Relevant Period.

35. Defendant William Schwartz ("Schwartz") has served as a director of the

Company since January I, 2006. Previously, defendant Schwartz served as a director of

the former Viacom Inc. since 1987.

36. Defendant Cristiana Falcone Sorrell ("Sorrell") has served as a director of

the Company since March 21, 2013. In addition, defendant Sorrell has served as a

member of the Audit Committee during the Relevant Period.

37. Defendant Deborah Norville ("Norville") has served as a director of the

Company since March 2 I, 2013.

IO

38. Defendant Wade Davis ("Davis") has served as the Company's CFO and

Executive Vice President since November 2012.

39. Defendant Katherine Gill-Charest ("Gill-Charest") has served as the

Company's Senior Vice President, Controller and Chief Accounting Officer since

October 1, 2010.

40. Collectively, defendants Redstone, S. Redstone, Abrams, Dauman,

Dooley, Kraft, McGarvie, Phillips, Salemo, Schwartz, Sorrell, Norville, Gill-Charest, and

Davis shall be referred to herein as "Defendants."

41. Collectively, defendants McGarvie, Phillips, Salemo, and Sorrell shall be

referred to as the ''Audit Committee Defendants."

DEFENDANTS' DUTIES

42. By reason of their positions as officers, directors, and/or fiduciaries of

Viacom and because of their ability to control the business and corporate affairs of

Viacom, Defendants owed Viacom and its shareholders fiduciary obligations of good

faith, loyalty, and candor, and were and are required to use their utmost ability to control

and manage Viacom in a fair, just, honest, and equitable manner. Defendants were and

are required to act in furtherance of the best interests of Viacom and its shareholders so as

to benefit all shareholders equally and not in furtherance of their personal interest or

benefit. Each director and officer of the Company owes to Viacom and its shareholders

the fiduciary duty to exercise good faith and diligence in the administration of the affairs

of the Company and in the use and preservation of its property and assets, and the highest

obligations of fair dealing.

43. Defendants, because of their positions of control and authority as directors

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and/or officers of Viacom, were able to and did, directly and/or indirectly, exercise

control over the wrongful acts complained of herein. Because of their advisory,

executive, managerial, and directorial positions with Viacom, each of the Defendants had

knowledge of material non-public information regarding the Company.

44. To discharge their duties, the officers and directors of Viacom were

required to exercise reasonable and prudent supervision over the management, policies,

practices and controls of the Company. By virtue of such duties, the officers and

directors of Viacom were required to, among other things:

a. Exercise good faith to ensure that the affairs of the Company were

conducted in an efficient, business-like manner so as to make it

possible to provide the highest quality performance of their business;

b. Exercise good faith to ensure that the Company was operated in a

diligent, honest and prudent manner and complied with all applicable

federal and state laws, rules, regulations and requirements, and all

contractual obligations, including acting only within the scope of its

legal authority; and

c. When put on notice of problems with the Company' s business

practices and operations, exercise good faith in taking appropriate

action to correct the misconduct and prevent its recurrence.

45. Pursuant to the Company's Business Practices Statement (the "BPS"),

which expressly applies to all of the Company's employees, officers, and directors, the

Company is "committed to maintaining complete and accurate financial records in order

to make responsible business decisions and provide truthful information in compliance

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with applicable legal standards." Further, according to the BPS, all .. accounting and

financial reporting practices must be fair and proper, in accordance with, as applicable,

generally accepted accounting principles (GAAP) in the United States of America."

Accordingly, each of the Defendants "must refrain from any misleading or deceptive

financial practice and report immediately any such practices of which we become

aware." (emphasis in original).

46. Pursuant to the terms of the Audit Committee's Charter, the Audit

Committee Defendants were responsible for, inter alia:

a. Reviewing and discussing the annual audited financial statements and

quarterly financial statements with management and the independent

auditor, including reviewing the Company's specific disclosures under

"Management's Discussion and Analysis of Financial Condition and

Results of Operations," before the filing of the Company's Form 10-K

and Form I 0-Qs;

b. Discussing generally with management earnings press releases before

they are issued, as well as financial information and earnings guidance

provided to analysts and rating agencies;

c. Discussing with management and the independent auditor: (a) all

critical accounting policies and practices to be used by the Company in

preparing its financial statements (including the quality, not just

acceptability, of accounting principles), and any significant changes in

the Company's selection or application of accounting principles, (b) all

alternative treatments of financial information within GAAP that have

13

been discussed with management, ramifications of the use of these

alternative disclosures and treatments, and the treatment preferred by

the independent auditor, and (c) other material communications

between the independent auditor and management, such as any

management letter or schedule of unadjusted differences. In addition,

the Committee shall review with the independent auditor any audit

problems or difficulties and management's response;

d. Reviewing with management, the Senior Vice President, Chief Audit

Officer and Chief Compliance Officer, and the independent auditor the

quality, adequacy and effectiveness of the Company's internal control

over financial reporting, including reports regarding (a) all significant

deficiencies and material weaknesses in the design or operation of

internal control over financial reporting and (b} any fraud, whether or

not material, that involves management or other employees who have

a significant role in the Company's internal control over financial

reporting and discuss the appropriate corrective action;

e. Reviewing and discussing with management, the Senior Vice

President, Chief Audit Officer and Chief Compliance Officer, and the

independent auditor management's annual assessment of the

effectiveness of the Company's internal control over financial

reporting and the independent auditor's report on the effectiveness of

the Company's internal control over financial reporting;

f. Reviewing with management, and any outside professionals as the

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Committee considers appropriate, the effectiveness of the Company's

disclosure controls and procedures;

g. Reviewing with management, and any outside professionals as the

Committee considers appropriate, important trends and developments

in financial reporting practices and requirements and their effect on the

Company's financial statements;

h. Reviewing with management, and any internal or external counsel as

the Committee considers appropriate, any legal matters (including the

status of pending litigation) that may have a material impact on the

Company and any material reports or inquiries from regulatory or

governmental agencies; and

i. Reviewing with the General Counsel and the Senior Vice President,

Chief Audit Officer and Chief Compliance Officer the adequacy and

effectiveness of the Company's procedures to ensure compliance with

its legal and regulatory responsibilities, including internationally.

SUBSTANTIVE ALLEGATIONS

A. Background of the Company and its Business

47. According to its public filings, the Company is headquartered in New

York, New York and operates as an entertainment content company in the United States

and internationally. The Company creates television programs, motion pictures, short­

form video, applications, games, consumer products, social media, and other

entertainment content. Currently, it is the world' s sixth largest broadcasting and cable

company in terms of revenue. The Company has media networks that reach

15

approximately 700 million global subscribers and its leading brands include MTV, VH l,

CMT, BET, Nickelodeon, Comedy Central, SPIKE, and TV Land. The current Viacom

was created on December 31, 2005, as a spinoff from CBS Corporation. The current

Viacom operates approximately 170 networks reaching approximately 700 million

subscribers in 160 countries. The Company's current market capitalization is

approximately $18. 9 billion.

48. In light of the Company's pnor successes throughout the years, the

Company has had numerous stock repurchase programs. For instance, on November 10,

2011 , Defendants announced that the Company's already-existing stock repurchase

program would be expanded from $4 billion to $10 billion. Then, on August 2, 2013,

Defendants caused the Company to again expand its stock repurchasing program from

$10 billion to $20 billion. As discussed herein, as a result of Defendants' breaches, the

Company was ultimately forced to "temporarily pause" its long-standing stock

repurchasing program.

B. Defendants' False and Misleading Statements

1. First Quarter 2014 Financial Results

49. On January 30, 2014, Defendants caused the Company to issue a press

release entitled "Viacom Reports Strong Double-Digit Earnings Growth for First Quarter

2014," which announced the Company's financial results for the first quarter of 2014.

The January 30, 2014 press release stated, in pertinent part:

New York, N.Y., January 30, 2014 - Viacom Inc. (NASDAQ: VIAB, VIA) today reported financial results including significant earnings growth for the fiscal first quarter of 20 J 4, ended December 31, 2013.

Revenues of $3.20 billion declined 4%, reflecting higher Media Networks revenues, which were more than offset by declines in Filmed

16

Entertainment. Operating income rose 20% to $960 million, representing improved operating results across the company. Adjusted net earnings from continuing operations attributable to Viacom increased 19% to $547 million, and adjusted diluted earnings per share from continuing operations were up 32% to $1.20 per diluted share.

Sumner M. Redstone, Executive Chairman of Viacom, said, "Viacom continues to deliver on its proven strategy of creating the world's best entertainment content, and engaging audiences in new and powerful ways. We look forward to continuing to deliver for shareholders."

Philippe Dauman, President and Chief Executive Officer of Viacom, said, "Once again, Viacom's results reflect our significant investments in content, our deep connection with audiences and our ongoing financial discipline. Our Media Networks continue to lead on television while also pioneering new, multi-screen experiences for users and expanded opportunities for advertising and distribution partners. With high profile films this quarter in Anchorman 2: The Legend Continues, Jackass Presents: Bad Grandpa, Nebraska and Wolf of Wall Street, Paramount is off to a strong start as the studio continues building its animation and television production capabilities alongside a promising slate for fiscal 20 J 4. "Viacom delivered $1. l billion of capital directly to shareholders in the first quarter of 2014 through share repurchases and dividends, underscoring our continuing commitment to return significant value to investors."

*** Quarterly revenues were $3.20 billion for the quarter. Media Networks revenues rose 6% to $2.54 billion, driven by increases in affiliate fees and advertising revenues. Affiliate revenues grew I 0% on a domestic and worldwide basis, primarily due to rate increases. Domestic advertising revenues increased 3% due to favorable ratings trends. Worldwide advertising revenues increased 4% to $1.33 billion in the quarter. Filmed Entertainment revenues declined 30% to $681 million. Theatrical revenues decreased 52% from the prior year, due to fewer titles released in the quarter and lower carryover revenues. Home entertainment revenues declined 37%.

***

Quarterly operating income increased 20% to $960 million in the quarter. Media Networks adjusted operating income increased 8%, reflecting higher revenues partially offset by increased programming investment and distribution costs. Filmed Entertainment generated an adjusted operating loss of $74 million, a 47% improvement over the prior

17

year quarter, reflecting lower expenses associated with the reduced number of theatrical releases in the current quarter.

Quarterly adjusted net earnings from continuing operations attributable to Viacom increased 19% to $547 million, principally driven by higher operating income and a lower effective tax rate. Adjusted diluted earnings per share from continuing operations for the quarter were $1.20, a 32% improvement from the prior year's comparable quarter.

Stock Repurchase Program

For the quarter ended December 31, 2013, Viacom repurchased 10.3 million shares under its stock repurchase program, for an aggregate purchase price of $850 million. As of January 29, 2014, Viacom had $8.87 billion remaining in its $20 billion stock repurchase program. As of December 31, 2013, Viacom had 440 million shares of common stock outstanding.

50. Also, on January 30, 2014, Defendants caused the Company to file a Form

10-Q with the SEC, which repeated the financial results provided in the January 30, 2014

press release. The Form 10-Q was signed by defendants Davis and Gill-Charest, and also

contained certifications required by The Sarbanes-Oxley Act of 2002 ("SOX

Certifications") made by defendants Dauman and Davis, which stated as follows:

I, [Dauman/Davis], certify that:

1. I have reviewed this Quarterly Report on Form I 0-Q of Viacom Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial infonnation included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for

18

establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-l 5( e) and l 5d-l 5( e)) and internal control over financial reporting (as defined in Exchange Act Rules l 3a-l 5(t) and l Sd-l S(t)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant' s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

19

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

***

1. the Report fully complies with the requirements of section 13{a) or 15( d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

2. Second Quarter 2014 Financial Results

51. On May 1, 2014, Defendants caused the Company to issue a press release

entitled "Viacom Reports Results for Second Quarter 2014," which announced the

Company's financial results for the second quarter of 2014. The May 1, 2014 press

release stated, in pertinent part:

New York, NY, May 1, 2014 - Viacom Inc. (NASDAQ: VIAB, VIA) today reported revenue, earnings and EPS growth for the fiscal second quarter of 2014, ended March 31, 2014. Revenues of $3.17 billion increased 1 %, reflecting higher affiliate fees and advertising revenues, partially offset by declines in Filmed Entertainment. Operating income rose 3% to $872 million, primarily due to higher Media Networks revenues. Adjusted net earnings from continuing operations attributable to Viacom increased to $482 million, and adjusted diluted earnings per share from continuing operations were up 13% to $1.08 per diluted share.

Sumner M. Redstone, Executive Chairman of Viacom, said, "Viacom's solid results were driven by pioneering content and outstanding leadership. Our management team is committed to building on this success and capturing the exciting long-term opportunities in our industry."

Philippe Dauman, President and Chief Executive Officer of Viacom, said, "Viacom posted another strong quarter, resulting from our relentless focus on developing quality creative content and delivering it around the world in innovative ways. Our Media Networks remain in high demand, commanding a premium position with advertisers and achieving significant continued growth with both traditional and emerging

20

distribution partners. In addition, Paramount kicked off its highly­anticipated summer slate with the successful release of Noah at the end of the quarter, to be followed by Transformers: Age of Extinction, Hercules and Teenage Mutant Ninja Turtles in the coming months.

"In the first half of the fiscal year, Viacom returned another $2 billion to investors through our share buyback and dividends, highlighting our continued focus on delivering value to shareholders."

***

Quarterly revenues were $3.17 billion for the quarter. Media Networks revenues increased 6%, to $2.38 billion in the quarter, driven by higher affiliate fees and advertising revenues. Domestic affiliate revenues grew 11 %, driven by rate increases, and worldwide affiliate revenues increased l 0% in the quarter. Domestic advertising revenues increased 2%. Worldwide advertising revenues increased 3% to $1.12 billion in the quarter. Filmed Entertainment revenues declined 12% to $831 million, primarily due to lower carryover revenues from prior period releases. Theatrical revenues decreased 1 7% from the prior year, as strong domestic carryover revenues from The Wolf of Wall Street were more than offset by lower international theatrical revenues. Worldwide home entertainment revenues decreased 30%, primarily driven by fewer current quarter releases and a decrease in carryover revenues.

***

Quarterly operating income increased 3% to $872 million in the quarter. Media Networks adjusted operating income increased 9%, reflecting higher revenues partially offset by an increase in programming expenses. Filmed Entertainment adjusted operating income declined to $11 million reflecting the number and mix of current fiscal year releases.

Quarterly adjusted net earnings from continuing operations attributable to Viacom increased to $482 million. Adjusted diluted earnings per share from continuing operations for the quarter were $1.08, a 13% improvement from the prior year's comparable quarter.

Stock Repurchase Program

For the quarter ended March 31, 2014, Viacom repurchased 10.0 million shares under its stock repurchase program, for an aggregate purchase price of $850 million. As of April 30, 2014, Viacom had $8.01 billion remaining in its $20 billion stock repurchase program. As of March 31, 2014, Viacom had 432 million shares of common stock outstanding.

21

52. Also, on May 1, 2014, Defendants caused the Company to file a Form 10-

Q with the SEC, which repeated the financial results provided in the May 1, 2014 press

release. The Form 10-Q was signed by defendants Davis and Gill-Charest, and contained

SOX Certifications made by defendants Dauman and Davis which were substantially

similar to those quoted above.

3. Third Quarter 2014 Financial Results

53. On August 6, 2014, Defendants caused the Company to issue a press

release entitled "Viacom Reports Results for Third Quarter 2014," which announced the

Company's financial results for the third quarter of 2014. The August 6, 2014 press

release stated, in pertinent part:

New York, NY, August 6, 2014 - Viacom Inc. (NASDAQ: VIAB, VIA) today reported results for the fiscal third quarter of 2014, ended June 30, 2014. Revenues were $3.42 billion, a decrease of 7%, with declines in Filmed Entertainment partially offset by an increase in Media Networks revenues. Operating income was $1.09 billion, as gains in Filmed Entertainment were offset by lower Media Networks operating income. Adjusted net earnings from continuing operations attributable to Viacom decreased to $618 million, and adjusted diluted earnings per share from continuing operations were up 10% to $1.42 per diluted share.

Sumner M. Redstone, Executive Chairman of Viacom, said, "Viacom continues its mission to develop the world's most exciting media brands and compelling entertainment. As the industry landscape continues to evolve, our business is very well positioned."

Philippe Dauman, President and Chief Executive Officer of Viacom, said, "It was a solid quarter for Viacom. We delivered nearly $1 billion to shareholders through buybacks and dividends and continued to build on our success in creating outstanding content and focused brands that connect deeply with audiences across all platforms. Our Media Networks distribution relationships continue to expand, providing broader opportunities for fans to enjoy Viacom's content. Successful series and high-profile event programming on our networks create powerful experiences for audiences and valuable opportunities for advertisers, while driving industry-leading social engagement. We announced our agreement to acquire major British broadcaster Channel 5 in the quarter, which will

22

increase our presence in an important global market. Paramount is poised for an outstanding summer, kicked off by Transfonners: Age of Extinction which is already a record-setting global hit and the number one film of all time in China. In addition, the highly-anticipated Teenage Mutant Ninja Turtles premieres Friday for fans around the world."

*** Quarterly revenues were $3.42 billion. Media Networks revenues increased l %, to $2.59 billion, driven by higher advertising revenues; which rose 1 % domestically and 2% on a worldwide basis. Worldwide affiliate fee revenues were flat in the quarter, as rate increases were more than offset by lower revenues from certain distribution arrangements which are affected by the timing of available programming. Excluding the impact of these distribution arrangements, the domestic affiliate revenue growth rate in the quarter was in the low double-digits. Filmed Entertainment revenues declined to $856 million, driven by a 43% decrease in theatrical revenues due to the number and timing of releases. Worldwide home entertainment revenues decreased 24%, impacted by a decline in revenue from carryover and current quarter titles.

*** Operating income was $1.09 billion in the quarter. Media Networks adjusted operating income decreased 3%, reflecting lower revenues from certain distribution arrangements and an increase in programming expense. Filmed Entertainment adjusted operating income increased by $38 million, reflecting lower film and distribution expenses.

Quarterly adjusted net earnings from continuing operations attributable to Viacom decreased 3% to $618 million. Adjusted diluted earnings per share from continuing operations for the quarter were $1.42, a l 0% increase from the prior year's comparable quarter.

Stock Repurchase Program

For the quarter ended June 30, 2014, Viacom repurchased 10.0 million shares under its stock repurchase program, for an aggregate purchase price of $850 million. As of August 5, 2014, Viacom had $7.15 billion remaining in its $20 billion stock repurchase program. As of June 30, 2014, Viacom had 424 million shares of common stock outstanding.

54. Also, on August 6, 2014, Defendants caused the Company to file a Form

10-Q with the SEC, which repeated the financial results provided in the August 6, 2014

23

press release. The Form l 0-Q was signed by defendants Davis and Gill-Charest, and

contained SOX Certifications made by defendants Dauman and Davis substantially

similar to those quoted above.

4. Fourth Quarter and Full Year 2014 Financial Results

55. On November 13, 2014, Defendants caused the Company to issue a press

release entitled "Viacom Reports Record Profit for Fiscal 2014," which announced the

Company's financial results for both the fourth quarter of2014 and for the full fiscal year

of 2014. The November 13, 2014 press release stated, in pertinent part:

New York, NY, November 13, 2014 - Viacom Inc. (NASDAQ: VIAB, VIA) today reported record results for the fiscal year ended September 30, 2014, driven by gains in its Media Networks segment. Results for the fourth quarter of 2014 reflected a 9% increase in revenues to $3.99 billion, adjusted net earnings from continuing operations attributable to Viacom of $729 million and adjusted diluted earnings per share of $1. 71, an increase of 10%.

Revenues for the full fiscal year were $13. 78 billion, substantially unchanged from the previous year, as higher Media Networks revenues were offset by lower Filmed Entertainment revenues. Full-year adjusted operating income grew 5% to a record $4.13 billion and adjusted net earnings from continuing operations attributable to Viacom rose 3% to $2.38 billion. Full-year adjusted diluted earnings per share from continuing operations increased 15% to an all-time high of $5.40.

***

Sumner M. Redstone, Executive Chairman of Viacom, said, "As we conclude another fiscal year, Viacom remains well-positioned as a creative leader with many of the world' s most innovative media properties and best entertainment brands."

Philippe Dauman, President and Chief Executive Officer of Viacom, said, "Viacom's record financial results in 2014 demonstrate the strength of our brands and continuing momentum for our strategy of investing in creativity, with a relentless focus on growing demographic and geographic markets and embracing new distribution platforms. Our Media Networks achieved continued growth in the fourth quarter and the fiscal year. Viacom's affiliate distribution business remains a reliable engine for high-

24

margin revenue expansion and provides significant opportunities to build new consumer experiences with long term distributors and emerging technology partners alike. Despite ratings challenges and uncertainty in the scatter advertising market at the close of the year, Viacom's advertising revenues grew in fiscal 2014, as our creative and marketing teams rolled out innovative new offerings. We also continue to take the lead in defining the next generation of measurement tools that will more fully capture the growing multi platform engagement of our audiences. Our September acquisition of Channel 5 has already made a positive impact on our business, and points the way to further significant long-term growth of our international business. Paramount delivered the top movie of 2014 and the largest-ever theatrical release in China - Transformers: Age of Extinction - and the studio successfully launched another long-term franchise with the Teenage Mutant Ninja Turtles.

"This performance allowed us to continue the strong delivery of value directly to investors. Over the past five years, Viacom has returned $16. l billion to shareholders."

••• Quarterly revenues increased 9% to $3.99 billion. Media Networks revenues grew 8% to $2.66 billion, principally due to growth in affiliate fees. Domestic and worldwide affiliate revenues increased 21 % and 22%, respectively, primarily due to rate increases and higher revenues related to the timing of available programming from certain distribution agreements. Excluding the impact of these arrangements, the domestic affiliate revenue growth rate was in the high single digits. Domestic advertising revenues declined 5%, reflecting ratings challenges. Worldwide advertising revenues decreased 2%, reflecting the domestic decline partially offset by a 33% increase in international advertising revenues. International advertising revenues benefited from the acquisition of Channel 5 on September 10, 2014.

Filmed Entertainment revenues grew 12% to $1.36 billion, due to growth in theatrical revenues. Strong results from current quarter releases and the carryover performance of Transformers: Age of Extinction drove Theatrical revenues up 226% to $557 million. Home entertainment revenues declined 38%, reflecting two fewer releases in the current quarter.

Full-year revenues were $13.78 billion, substantially flat compared to the prior fiscal year. Media Networks revenues rose 5% to $10.17 billion, reflecting a 10% increase in affiliate fees and a 2% gain in advertising revenues driven by higher international advertising revenues. Filmed Entertainment revenues decreased 13%, principally due to lower revenues

25

across the distribution windows reflecting the number and mix of films.

***

Quarterly adjusted operating income was $1.21 billion, flat compared to the prior year. Media Networks adjusted operating income rose 5% due to higher affiliate revenues, partially offset by increased expenses. Filmed Entertainment adjusted operating income declined 27%, reflecting the contribution of Marvel distribution rights sales in the fourth quarter of 2013. Corporate expenses declined by 21 %, due to lower deferred compensation costs.

Full-year adjusted operating income increased 5%, to $4.13 billion, a record for the company. Media Networks adjusted operating income increased $175 million, or 4%, driven by higher revenues partially offset by an increase in expenses. Filmed Entertainment adjusted operating income decreased $29 million, reflecting the contribution of Marvel distribution rights sales in the prior year. Corporate expenses decreased 10% in the period, primarily due to lower deferred compensation costs.

Quarterly adjusted net earnings from continuing operations attributable to Viacom were down slightly to $729 million, driven by an increase in interest expense. Adjusted diluted earnings per share from continuing operations for the quarter were $1. 71, a 10% increase from the prior year's comparable quarter.

Full-year adjusted net earnings from continuing operations attributable to Viacom increased 3%, to $2.38 billion. The increase resulted from higher adjusted operating income, higher equity in net earnings of investee companies and a lower effective income tax rate, partially offset by an increase in interest expense and higher net earnings attributable to noncontrolling interests. Adjusted diluted earnings per share from continuing operations increased 15% to $5.40.

Stock Repurchase Program

For the quarter ended September 30, 2014, Viacom repurchased 10.4 million shares under its stock repurchase program, for an aggregate purchase price of $850 million. As of November 12, 2014, Viacom had $6.24 billion remaining in its $20 billion stock repurchase program. As of September 30, 2014, Viacom had 414 million shares of common stock outstanding.

56. Also, on November 13, 2014, Defendants caused the Company to file the

2014 Form 10-K with the SEC, which repeated the financial results provided in the

26

November 13, 2014 press release. The 2014 Form 10-K was signed by defendants

Dauman, Dooley, Davis, Redstone, S. Redstone, Abrams, Sorrell, Kraft, McGarvie,

Norville, Phillips, Salerno, Gill-Charest and Schwartz, and contained SOX Certifications

made by defendants Dauman and Davis which were substantially similar to those quoted

above.

5. First Quarter 2015 Financial Results

57. On January 29, 2015, Defendants caused the Company to issue a press

release entitled "Viacom Reports Higher Revenue and Record Earnings Per Share for

December Quarter," which announced the Company's financial results for the first

quarter of2015. The January 29, 2015 press release stated, in pertinent part:

Sumner M. Redstone, Executive Chairman of Viacom, said, "Viacom's powerful entertainment brands continue to lead the way in reaching global audiences with groundbreaking content. Our outstanding management team has positioned Viacom for continued success."

Philippe Dauman, President and Chief Executive Officer of Viacom, said, "Viacom' s focus on developing popular franchise properties and constantly expanding our growing international presence drove solid top line results and record earnings per share this quarter. We continued to deliver increased revenues in our media networks operations driven by steady growth in affiliate revenues, and also benefited from Paramount Pictures' Oscar-nominated Interstellar and our very successful company­wide franchise, Teenage Mutant Ninja Turtles.

••The media business is evolving faster than ever, but our mission remains unchanged: to continually develop more and better entertainment programming and deliver it to our engaged audiences on every screen and on every platform worldwide. To maintain our leadership position, we will continue to innovate and to manage our business as effectively and efficiently as possible, embracing change and adopting new technologies to better measure and monetize our content and meet industry-wide challenges. Viacom is financially strong and extremely well positioned for the future, with the talent and the creativity to grow our core business and continue to deliver increasing value to our investors."

***

27

Quarterly revenues rose 5% to $3.34 billion, driven by increases across the business. Media Networks revenues increased 4% to $2.65 billion, due to higher affiliate fees and advertising revenues. Domestic affiliate revenues rose 8% and worldwide affiliate revenues grew 6%, primarily due to rate increases. Domestic advertising revenues declined 6%, reflecting lower ratings. Worldwide advertising revenues rose 3%, reflecting a 60% increase in international advertising revenues driven by contributions from Channel 5, which was acquired in September 2014. The 4% increase in Media Networks revenues includes an unfavorable 1 % impact of foreign exchange.

Filmed Entertainment revenues grew 6% to $720 million. Released theatrically in the fiscal fourth quarter of 2014, Teenage Mutant Ninja Turtles remained a strong performer in the current quarter, complementing the current quarter releases and helping to drive a 6% increase in theatrical revenues and a 16% gain in home entertainment revenues. Home entertainment revenues reflect two film releases in the current quarter, compared with none in the same prior year period. License fees declined 9% resulting from the mix of available titles.

***

Quarterly adjusted operating income of $959 million was flat versus the prior year. Media Networks adjusted operating income declined l % due to higher programming expenses partially offset by revenue gains. Excluding the impact of foreign exchange, Media Networks adjusted operating income was flat for the quarter. Filmed Entertainment generated an adjusted operating loss of $60 million, an improvement of 19%, as higher revenues more than offset increases in film and distribution expenses.

Quarterly adjusted net earnings attributable to Viacom declined 2%, principally due to the 4% negative impact of foreign currency exchange rates, as well as higher interest costs. Adjusted diluted earnings per share for the quarter increased 8% to $1 .29, a record for the fiscal quarter ended December 31. Foreign exchange had an unfavorable $0.05 impact on adjusted diluted EPS.

Stock Repurchase Program

For the quarter ended December 31 , 2014, Viacom repurchased 10.2 million shares under its stock repurchase program, for an aggregate purchase price of$750 million. As of January 28, 2015, Viacom had $5.62 billion remaining in its $20 billion stock repurchase program. As of December 31, 2014, Viacom had 407 million shares of common stock outstanding.

28

58. Also, on January 29, 2015, Defendants caused the Company to file a Form

10-Q with the SEC. which repeated the financial results provided in the January 29, 2015

press release. The Form 10-Q was signed by defendants Davis and Gill-Charest. and

contained SOX Certifications made by Dauman and Davis which were substantially

similar to those quoted above.

59. The financial results (that Defendants caused the Company to disseminate

to shareholders and file with the SEC during the Relevant Period) were false and/or

misleading because, inter alia: (1) they failed to disclose that the Company's

programming was significantly underperforming; (2) they failed to disclose that in light

of this underperformance, the Company was going to be forced to make workforce

reductions and faced accelerated amortization of programming expenses; (3) they failed

to disclose that as a result of the foregoing, the Company was going to be forced to

"pause" its $20 billion stock repurchase program that had been in operation for years; and

(4) they failed to disclose that the Company, under the Defendants' direction, was

operating in violation of the laws of the EU.

60. Defendants' breaches ultimately resulted in the Company being forced to

take a pre-tax charge of nearly $785 millio11, as alleged herein. Thus, as a result of

Defendants' breaches, the Company has been (and continues to be) damaged.

C. The Truth Begins to Emerge

61. On April 6, 20 I 5, Defendants caused the Company to issue the April 6111

Press Release, which was attached to a Form 8-K that was filed with the SEC. The April

61h Press Release revealed that the Company, under Defendants' direction and on their

watch, was being forced to recognize a pre-tax charge of nearly $785 million.

29

Defendants further disclosed that of the nearly $785 million, $430 million reflected the

impact of write-downs of underperforming programming and the remainder related to

costs associated with workforce reductions, as well as accelerated amortization of

programming expenses associated with a change in the Company's ultimate revenue

projections for certain original programming genres.

62. Additionally, the April 61h Press Release revealed that as a result of

Defendants' breaches, "Viacom will temporarily pause share purchases under its current

$20 billion stock repurchase program," which had been in existence for years prior. The

April 61h Press Release stated, in pertinent part:

NEW YORK, April 6, 2015 - Viacom Inc. (NASDAQ: VIAB, VIA) today announced the elements of its strategic realignment, including initiatives designed to promote greater cross-brand collaboration, focus on new growth areas, and improve operational efficiency and financial performance.

Following a company-wide review across its worldwide Media Networks, Filmed Entertainment operations and corporate functions, Viacom is implementing significant strategic and operational improvements, including reorganizing three of its domestic network groups into two new organizations. The new structure realigns sales, marketing, creative and support functions, increases efficiencies in program and product development, enhances opportunities to share expertise, and promotes greater cross-marketing and cross channel programming activity. The Company is also reallocating resources to expand its capabilities in critical business areas including data analysis, technology development and consumer insights, reflecting the rapidly changing media marketplace, shifting consumer behavior and evolving measurement practices.

President and CEO Philippe Dauman said, "Viacom has a powerful combination of world-class brands and popular content that is driving our business across the globe. We will continue to lead the way in connecting our vibrant brands to audiences through both traditional and innovative new platforms. This strategic realignment, which is largely completed, will allow us to sharpen our focus on driving long-term growth in a rapidly changing industry. We will transition rapidly into the future, generate substantial cost savings and continue to increase our investment in original programming to bring our audiences great content in new and

30

groundbreaking ways."

In connection with the realignment, Viacom will recognize a pre-tax charge in the second fiscal quarter of 2015 of approximately $785 million. The charge reflects the impact of write-downs of underperforming programming, including the abandonment of select acquired titles, as well as costs associated with workforce reductions. The charge also reflects accelerated amortization of programming expenses associated with a change in the Company's ultimate revenue projections for certain original programming genres that have been impacted by changing media consumption habits.

The initiatives are expected to provide ongoing annual savings of approximately $350 million. The savings in fiscal 2015 are expected to be approximately $175 million.

In light of these actions and previously discussed strategic acquisitions anticipated in the current fiscal year that could total approximately $400 million, Viacom will temporarily pause share purchases under its current $20 billion stock repurchase program in order to stay within its target leverage ratio. The repurchase program has returned $15 billion to shareholders since its inception in October 2010, including $1.5 billion in the first half of fiscal 2015. The Company anticipates resuming stock repurchases no later than October 2015, when it begins its next fiscal year.

Mr. Dauman added, "We remain steadfastly committed to returning capital to shareholders through stock buybacks as well as our ongoing dividend program. This temporary pause reflects our history of sound financial management and our commitment to operating within Viacom's target leverage ratio."

Viacom will report results for the fiscal second quarter ended March 31, on April 30, 2015.

63. Predictably, the financial press was not kind upon learning that the

Company would be forced to take a nearly $785 million charge and halt its long-standing

stock repurchase program. For example, an April 7, 2015 Financial Times article entitled

"Viacom Punished After Taking $785m Charge" reported that the Company market

valuation 1/ecli11ed by 11early $500 millio11 immediately after tile iss11a11ce of tile April 61h

Press Release.

31

64. Additionally, an April 7, 2015 Bloomberg article entitled "Viacom Halts

Buybacks, Sees $785 Million Restructuring Costs" quoted Bloomberg Intelligence

analyst, Paul Sweeney, as stating that "(p]ersistent ratings weakness across [Viacom's)

networks, job cuts, restricting charges and now a suspension of the buyback represent a

distressing trend for investors." The April 7, 2015 Bloomberg article further stated, in

pertinent part:

Viacom Inc., the media company controlled by billionaire Sumner Redstone, is suspending stock buybacks for as long as six months to pay for a restructuring and acquisitions.

The company said it will record a $785 million second-quarter charge to write down TV shows including "CSI," "Community" and "30 Rock," and pay for job cuts. New York-based Viacom expects to resume buybacks, which totaled $1.5 billion in the first half of the fiscal year, by the start of its new year in October, according to a statement Monday.

The owner of Comedy Central, Nickelodeon and MTV is cutting jobs to save a targeted $350 million a year, while still investing in areas that can spur growth. Chief Executive Officer Philippe Dauman, grappling with a drop in ratings and advertising, merged three U.S. network groups into two in February. The company on Monday reiterated plans for as much as $400 million in acquisitions by September.

"The pressure is building on Philippe Dauman to tum things around," said Paul Sweeney, an analyst at Bloomberg Intelligence. "Persistent ratings weakness across it networks, job cuts, restructuring charges and now a suspension of the buyback represent a distressing trend for investors."

Dauman said in the statement that the pause in buybacks reflected a commitment to operating within Viacom's target leverage ratio. The restructuring is largely completed, the company said.

Job Cuts Details of job cuts have trickled out over the past several months. The company filed a notice in New York in March saying it was firing 236 people in the state. Cuts at Viacom's Los Angeles-based Paramount Pictures totaled fewer than 40, according to a person with knowledge of the matter who sought anonymity because the numbers aren't being made public.

32

Viacom had 9,900 employees at the end of fiscal 2014.

The restructuring was a reaction to "shifting consumer behavior and evolving measurement practices," according to the statement. Resources are being reallocated to areas such as data analysis and technology development.

"We will transition rapidly into the future, generate substantial cost savings and continue to increase our investment in original programming," Dauman said.

In February, Viacom merged its three domestic cable-network groups into two, Viacom Music & Entertainment Group and a Viacom Kids & Family Group.

The shift away from linear TV has lessened the value of acquired reruns that air on cable networks owned by Viacom. Ratings for its kids' channels, such as Nickelodeon, have been falling as consumers tum to Netflix Inc. and other online outlets.

While the charge is larger than expected, the savings could increase earnings in Viacom's next fiscal year, Tuna Amobi, equity analyst at S&P Capital IQ, said in an interview.

Viacom, which declined 14 percent last year, has lost another 8.8 percent in 2015. The Class B shares fell 2 percent to $67.26 at 1 :27 p.m. in New York.

65. On April 30, 2015, Defendants caused the Company to issue its quarterly

report on Form 10-Q for the first quarter of 2015. Therein, Defendants provided more

details regarding the charges that the Company was being forced to take. The Form 10-Q

set forth, in pertinent part:

Following a company-wide review across our worldwide Media Networks, Filmed Entertainment operations and corporate functions, we are implementing significant strategic and operational improvements. This includes reorganizing three of our operating segments (Music, Entertainment and Nickelodeon) into two new segments (Music & Entertainment and Kids & Family). The new structure realigns sales, marketing, creative and support functions, increases efficiencies in program and product development, enhances opportunities to share expertise, and promotes greater cross-marketing and cross channel programming activity. We are also reallocating resources to expand our

33

capabilities in critical business areas including data analysis, technology development and consumer insights, reflecting the rapidly changing media marketplace, shifting consumer behavior and evolving measurement practices. In connection with the strategic realignment, we recognized a pre-tax charge of $784 million in the quarter ending March 31, 2015, reflecting $578 million of programming charges, of which $432 million reflect write-downs, and a $206 million restructuring charge associated with workforce reductions. The programming charges are included within Operating expenses in the Consolidated Statement of Earnings.

Media Networks recognized programming charges of $411 million for the write-down of underperfonning programming, including the abandonment of select acquired titles, and $123 million of accelerated amortization of programming expenses associated with a change in our ultimate revenue projections for certain original programming genres that have been impacted by changing media consumption habits. Filmed Entertainment recognized charges of $21 million for the write-down of certain films not yet released and $23 million related to the abandonment of development projects. The strategic realignment is largely complete and we anticipate that a majority of the severance will be paid by March 31, 2016.

66. Regarding the effects on the Company's operating income and other

financial metrics that the nearly $785 million charge had inflicted, the April 30, 2015

Form 10-Q stated, in pertinent part:

Operating Income

Adjusted operating income decreased $50 million, or 6%, to $822 million in the quarter. Media Networks adjusted operating income declined $46 million, reflecting an increase in programming and promotional expenses, partially offset by higher revenues, and Filmed Entertainment adjusted operating income declined $I 0 million due to the number and mix of available titles in the television licensing windows. Adjusted results exclude the impact of restructuring and programming charges totaling $784 million. Including the impact of the restructuring and programming charges, operating income decreased $834 million, or 96%.

Adjusted operating income decreased $51 million, or 3%, to $1.781 billion in the six months. Media Networks adjusted operating income declined $56 million, driven by an increase in programming and promotional expenses partially offset by higher revenues. Filmed Entertainment generated an adjusted operating loss of $59 million in the six months, compared to an adjusted operating loss of $63 million in the prior period. Adjusted results exclude the impact of restructuring and programming

34

charges totaling $784 million and a non-cash pension settlement loss of $24 million. Including the impact of the restructuring and programming charges and pension settlement loss, operating income decreased $859 million, or 47%.

D. Matters Have Continued to Worsen for the Company

67. In the aftermath of Defendants' illicit activities, which ultimately caused

the Company to take a nearly $785 million charge, matters have only continued to

deteriorate for the Company. For example, in July 2015, EU regulators filed formal

charges against Viacom's subsidiary, Paramount, over alleged illegal licensing

agreements. The EU accused Paramount and five other studios of violating competition

laws by using clauses that restrict access to the services of Sky outside Britain.

68. On July 23, 2015, The Wall Street Journal ("WSJ') published an article

entitled 44EU Files Antitrust Charges Against U.S. Film Studios," which reported on the

EU's charges. The WSJ article set forth, in relevant part:

Europe's antitrust regulator took aim at Hollywood on Thursday, filing formal charges against six major U.S. film studios and pay-TV broadcaster Sky UK Ltd. over alleged illegal licensing agreements.

The European Union accused the companies of violating competition laws by using clauses that restrict access to Sky's services outside Britain, in a move that could recast how pay-TV is sold and viewed in Europe.

The six studios are Walt Disney Co. 's Disney, Comcast Corp.'s NBCUniversal, Viacom Inc.'s Paramount Pictures, Sony Corp.'s Sony Pictures Entertainment Inc., 21 Century Fox's Twentieth Century Fox and Time Warner Inc. 's Warner Bros. Entertainment.

The charges come amid a broader push by the European Union to eradicate barriers to a single market for digital services in the region. Regulators are focusing in particular on eliminating 4'geo-blocking," where companies restrict access to films or other online content outside a particular licensed territory.

The European Commission, the bloc's top antitrust authority, said Thursday that contracts between Sky and the six studios may have

35

prevented Sky from offering its U.K. and Irish pay-TV services to EU consumers elsewhere. If that preliminary view is confirmed, "the clauses would constitute a serious violation of EU rules that prohibit anticompetitive agreements," the EU said.

Sky said it had received the commission's charge sheet and would "respond in due course."

In a strongly worded statement, Disney hit back at the EU's move. The studio said its current approach "supports local creative industries, local digital and broadcast partners and most importantly consumers." It said it would "vigorously" oppose the EU's analysis, which it said was "destructive of consumer value."

21st Century Fox declined to comment. 21st Century Fox was until mid-2013 part of the same company as Wall Street Journal owner News Corp. Sky is 39%-owned by 21st Century Fox.

NBCUniversal said it was "communicating constructively" with the European Commission. Warner Bros. said it was cooperating with the investigation. The other studios didn't respond to a request for comment. "European consumers want to watch the pay-TV channels of their choice regardless of where they live or travel in the EU," said Margrethe Vestager, the EU's antitrust chief. "Our investigation shows that they cannot do this today."

If pay-television barriers between European countries were to fall, it could complicate the business models of studios and independents producers, which have long counted on selling the rights to their movies country-by­country, with certain titles being more valuable in some European nations than in others.

In Europe, U.S. film studios typically license audiovisual content, such as films, to a single pay-TV broadcaster in each country, or to several countries that share a common language.

The companies involved now have a chance to respond to the EU's concerns before Brussels reaches a final decision, which can then be appealed to the EU's top courts in Luxembourg.

The EU opened a formal investigation 18 months ago to examine licensing agreements between major studios and the biggest European pay-TV broadcasters, including British Sky Broadcasting of the U.K., now known as Sky UK Ltd., Italy's Sky Italia, Sky Deutschland of Germany, Vivendi SA's Canal Plus of France, and DTS of Spain. (Sky Italia and the majority of Sky Deutschland are owned by Sky UK Ltd.)

36

Regulators were concerned that clauses granting ''absolute territorial protection" to broadcasters might prevent them from providing services across national borders.

The EU said its investigation had identified clauses that require Sky to block access to films through its online or satellite pay-TV services to consumers outside the U .K. and Ireland. Those clauses "eliminate cross­border competition between pay-TV broadcasters and partition the internal market along national borders," the EU said.

Brussels continues to investigate licensing agreements in other EU countries, the commission said. The EU can fine firms up to 10% of their global annual revenues for violating its antitrust laws, and require changes to their business practices. In practice, fines have been far lower.

Policy makers hope unifying the EU's fragmented digital market will spawn European digital giants to rival Google Inc. and Facebook Inc.

In May, the EU unveiled its grand plan to achieve that goal. The plan calls for an overhaul of EU telecommunications rules, reconciling tax and copyright rules within the 28-nation bloc, and simplifying regulations for companies that sell goods electronically or send data across European borders.

The reform of copyright rules aims to ensure that consumers purchasing online content such as films, music or articles at home can also enjoy them while traveling across Europe.

There is no legal deadline for the EU to complete antitrust inquiries. Regulators frequently take many months to consider plaintiffs' arguments before making a final decision.

Since taking office in November, Ms. Vestager has shown few qualms about taking on the biggest companies, in the U.S. and elsewhere. In a single week in April, her agency filed formal charges against Google and OAO Gazprom, pushing forward with landmark cases that her predecessor Joaquin Almunia had held back on for years.

69. On August 6, 2015, Defendants caused the Company to issue its quarterly

report on Form 10-Q for the second quarter of 2015. Therein, Defendants admitted that

the Company's stock repurchase program was still "temporarily paused" and was not

anticipated to be resumed for months. Further, regarding the Company's issues with the

37

EU, Defendants admitted that the "full process, including appeals, could last several

years."

70. Further, the price of the Company's stock has continued to freefall

throughout the entire Relevant Period. Specifically, the price of the Company's Class B

stock (VIAB) has declined by over 44% from its Relevant Period high of approximately

$88 per share and currently trades for around $49 per share. The dramatic decline in the

Company's stock price is illustrated in the following chart:

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cut

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( cc ,,.., .. Jui I U ,._ •• u J.111 '" rx1 t 1~

71. Accordingly, as a result of Defendants' breaches, the Company has been

not only forced to take a nearly $785 million charge, but also it has been forced to

"pause" the Company' s stock repurchase program (which has been in operation for years

prior), and is now the subject of charges brought by EU regulators. Further, as a result of

Defendants' breaches, the Company's stock price has been decimated and shareholder

value has plummeted. Thus, as a result of Defendants' breaches, the Company has been

(and continues to be) damaged.

DERIVATIVE AND DEMAND ALLEGATIONS

72. Plaintiff brings this action derivatively in the right and for the benefit

38

Viacom to redress the breaches of fiduciary duty and other violations of law by

Defendants.

73. Plaintiff will adequately and fairly represent the interests of Viacom and

its shareholders in enforcing and prosecuting its rights.

74. On April 13, 2015, Plaintiff issued the Demand on the Board to investigate

and commence an action against certain current and/or former directors and executive

officers of the Company related to the Company's announcement that it was going to be

forced to take a nearly $785 million charge. See Exhibit A.

75. On April 28, 2015, Plaintifrs counsel received a letter from Ms. Aaron of

the law firm Shearman & Sterling LLP, which stated that .. [b]efore the Company' s Board

of Directors (the "Board"), or its counsel, responds to the Demand, both the Company

and the Board must be satisfied that Mr. Casey currently owns Viacom stock and owned

Viacom stock continuously during the Period of time referred to in the Demand.

Accordingly, please forward to us appropriate proof of your client's continuous

ownership of Viacom stock." See Exhibit B.

76. Even though the April 28, 2015 letter provided no legal authority to

condition a response and/or investigation of the Demand on the receipt of proof of

Plaintiffs stock holdings, on May 12, 2015, Plaintiff provided Ms. Aaron with redacted

proof of Plaintiff's ownership of Viacom stock.

77. After numerous other correspondences with Ms. Aaron regarding the

investigation of the original Demand, on July 27, 2015, Plaintiff issued the Supplemental

Demand on the Board to investigate and commence an action against certain current

and/or fonner directors and executive officers of the Company in connection with EU

39

regulator's investigation into and charges regarding the Company's anti-competitive

activities in the EU. See Exhibit C.

78. On August 11, 2015, Plaintiffs counsel received a letter from Mr.

Micheletti of Skadden, which revealed that Skadden had "been retained by the Audit

Committee of the Board of Directors ... to assist in connection with the consideration of

the [Demand] ... "

79. After numerous correspondences with Mr. Michelleti regarding, inter a/ia,

the Supplemental Demand, on September 15, 2015, Plaintiff's counsel received the

Refusal from Mr. Michelleti, which stated that at "a meeting held on September 10, 21 OS

[sic], the Audit Committee, based on the investigation, unanimously voted to recommend

that the Viacom board reject the Demand" and that "[a]t a subsequently held Viacom

board meeting, the Viacom board considered and agreed with the Audit Committee'

recommendation, and unanimously voted to reject the Demand." See Exhibit D.

80. The Refusal is most notable not for its contents, but for what it shockingly

lacks - literally any substantive analysis of the claims set forth in the Demand and/or the

Supplemental Demand. Further, outside of bald assertion that the Audit Committee's so­

called investigation "revealed no support for the allegations of misconduct raised in the

Demand," the Refusal does not even so much as mention the claims set forth in the

Demand and Supplemental Demand, nor does it provide even the faintest amount of

insight into what the purported investigation entailed.

81. Accordingly, on September 22, 2015, Plaintiffs counsel was forced to

send another letter to Mr. Michelleti, which south to "obtain clarification and insight" on

numerous parts of the Refusal and the Board's and/or Audit Committee's so-called

40

investigation. See Exhibit E. Specifically, the September 22, 2015 letter required a copy

of all documents reviewed in connection with the demand, a list of any and all witnesses

interviewed as part of the investigation, and a list of all other factors not specifically

listed in the Refusal {which would be none) that the Refusal was based upon.

82. On September 28, 2015, Mr. Michelleti responded to Plaintiff's September

22, 2015 letter, however his response failed to provide any additional substantive or

procedural insight and wholly ignored Plaintiffs document requests. See Exhibit F.

Further, while the September 28, 2015 letter appears to try and provide more substantive

insight into the issuance of the Refusal, it still fails to provide even the most basic details

of the so-called "investigation" (i.e., who the Audit Committee even interviewed) or any

substantive legal analysis whatsoever.

83. Accordingly, given the Board's deliberate and repeated efforts to hide

everything concerning the process (and substance) of Audit Committee's investigation,

Plaintiff is wholly unaware of the substantive reasons regarding why the Refusal was

issued and why the Board has declined to pursue these valuable claims or whether the

process they undertook to purportedly investigate the Demand was adequate and in good

faith. Clearly, the Board's complete disregard of the merits of the claims set forth in the

Demand is improper and demonstrates the Board's lack of diligence and good faith.

Further, the Board's and/or Audit Committee's failure to provide even the most basic

details concerning the scope of the purported investigation renders the Refusal wrongful.

Thus, Plaintiff has been left with no other recourse other than filing this Action and,

given the Board's complete secrecy at every tum, this Action must be allowed to proceed.

41

AS AND FOR A FIRST CAUSE OF ACTION AGAINST ALL DEFENDANTS FOR BREACH OF FIDUCIARY DUTY FOR

DISSEMINATING FALSE AND MISLEADING INFORMATION

84. Plaintiff incorporates by reference and realleges each and every allegation

set forth above, as though fully set forth herein.

85. As alleged in detail herein, each of the Defendants (and particularly the

Audit Committee Defendants) had a duty to ensure that Viacom disseminated accurate,

truthful and complete information to its shareholders.

86. Defendants violated their fiduciary duties of care, loyalty, and good faith

by causing or allowing the Company to disseminate to Viacom shareholders materially

misleading and inaccurate information through, inter a/ia, SEC filings and other public

statements and disclosures as detailed herein. These actions could not have been a good

faith exercise of prudent business judgment.

87. As a direct and proximate result of Defendants' foregoing breaches of

fiduciary duties, the Company has suffered significant damages, as alleged herein.

AS AND FOR A SECOND CAUSE OF ACTION AGAINST ALL DEFENDANTS FOR BREACH OF FIDUCIARY DUTIES

FOR FAILING TO MAINTAIN INTERNAL CONTROLS

88. Plaintiff incorporates by reference all preceding and subsequent

paragraphs as if fully set forth herein.

89. As alleged herein, each of the Defendants had a fiduciary duty to, among

other things, ensure that the Company was operated in a lawful manner and to exercise

good faith to ensure that the Company's financial statements were prepared in accordance

with GAAP, and, when put on notice of problems with the Company's business practices

and operations, exercise good faith in taking appropriate action to correct the misconduct

and prevent its recurrence.

42

90. Defendants willfully ignored the obvious and pervasive problems with

Viacom's internal controls practices and procedures and failed to make a good faith effort

to correct the problems or prevent their recurrence.

91. As a direct and proximate result of the Defendants' foregoing breaches of

fiduciary duties, the Company has sustained damages.

AS AND FOR A THIRD CAUSE OF ACTION AGAINST ALL DEFENDANTS FOR UNJUST ENRICHMENT

92. Plaintiff incorporates by reference and realleges each and every allegation

set forth above, as though fully set forth herein.

93. By their wrongful acts and omissions, the Defendants were unjustly

enriched at the expense of and to the detriment of Viacom.

94. Plaintiff, as a shareholder and representative of Viacom, seeks restitution

from these Defendants, and each of them, and seeks an order of this Court disgorging all

profits, benefits and other compensation obtained by these Defendants, and each of them,

from their wrongful conduct and fiduciary breaches.

AS AND FOR A FOURTH CAUSE OF ACTION AGAINST ALL DEFENDANTS FOR ABUSE OF CONTROL

95. Plaintiff incorporates by reference and realleges each and every allegation

contained above, as though fully set forth herein.

96. Defendants' misconduct alleged herein constituted an abuse of their ability

to control and influence Viacom, for which they are legally responsible. In particular,

Defendants abused their positions of authority by causing or allowing Viacom to

misrepresent material facts regarding its business practices, financial position and

business prospects.

43

97. As a direct and proximate result of Defendants' abuse of control, Viacom

has sustained significant damages.

98. As a result of the misconduct alleged herein, Defendants are liable to the

Company.

99. Plaintiff, on behalf of Viacom, has no adequate remedy at law.

AS AND FOR A FIFTH CAUSE OF ACTION AGAINST ALL DEFENDANTS FOR GROSS MISMANAGEMENT

I 00. Plaintiff incorporates by reference and realleges each and every allegation

set forth above, as though fully set forth herein.

101. Defendants had a duty to Viacom and its shareholders to prudently

supervise, manage and control the operations, business and internal financial accounting

and disclosure controls of Viacom.

102. Defendants, by their actions and by engaging in the wrongdoing described

herein, abandoned and abdicated their responsibilities and duties with regard to prudently

managing the businesses of Viacom in a manner consistent with the duties imposed upon

them by law. By committing the misconduct alleged herein, Defendants breached their

duties of due care, diligence and candor in the management and administration of

Viacom's affairs and in the use and preservation ofViacom's assets.

103. During the course of the discharge of their duties, Defendants knew or

recklessly disregarded the unreasonable risks and losses associated with their misconduct,

yet Defendants caused Viacom to engage in the scheme complained of herein which they

knew had an unreasonable risk of damage to Viacom, thus breaching their duties to the

Company. As a result, Defendants grossly mismanaged Viacom.

44

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands judgment as follows:

A. Against all Defendants and in favor of the Company for the amount of

damages sustained by the Company as a result of Defendants' breaches of fiduciary

duties;

B. Directing Viacom to take all necessary actions to reform and improve its

corporate governance and internal procedures to comply with applicable laws and to

protect the Company and its shareholders from a repeat of the damaging events described

herein, including, but not limited to, putting forward for shareholder vote resolutions for

amendments to the Company's By-Laws or Articles of Incorporation and taking such

other action as may be necessary to place before shareholders for a vote a proposal to

strengthen the Board's supervision of operations and develop and implement procedures

for greater shareholder input into the policies and guidelines of the Board;

C. Awarding to Viacom restitution from Defendants, and each of them, and

ordering disgorgement of all profits, benefits and other compensation obtained by the

Defendants;

D. Awarding to Plaintiff the costs and disbursements of the action, including

reasonable attorneys' fees, accountants' and experts' fees, costs, and expenses; and

E. Granting such other and further relief as the Court deems just and proper.

45

JURY DEMAND

Plaintiff demands a trial by jury.

Dated: October 22, 2015

46

HARWOOD FEFFER LLP

Qtt+D t[ 7U30 -0 Robert I. Harwood Daniella Quitt 488 Madison A venue, 81

h Floor New York, NY 10022 Phone: (212) 935-7400 Fax: (212) 753-3630

Profy Promisloff & Ciarlanto, P.C. Jeffrey J. Ciarlanto Joseph M. Profy David M. Promisloff 100 N 22"d Street, Unit I 05 Phi ladel phi a, PA 19103 Phone: (215) 259-5156 Fax: (215) 600-2642

Law Office of Alfred G. Yates, Jr., P.C. Alfred G. Yates, Jr. Gerald L. Rutledge 519 Allegheny Building 429 Forbes Avenue Pittsburgh, PA 15219 Phone: (412) 391-5164 Fax: (412) 471-1033

Counsel for Plaintiff

VIACOM INC. VERIFICATION

I, Robert J. Casey II, hereby verify that I am familiar with the allegations in the

Complaint, that I have authorized the filing . of the Complaint, and that the foregoing ~s

true and correct to the best of my knowledge, information, 11µ9- belief.