1339947--2/12/2009--Viacom

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{competitive, industry, competition}

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{investment, property, distribution}

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Risks Related to our Business Global Economic Conditions May Continue to Have an Adverse Effect on Our Businesses Our Success is Dependent upon Audience Acceptance of our Programming, Motion Pictures, Games and Other Entertainment Content, which is Difficult to Predict We Must Respond to and Capitalize on Rapid Changes in Consumer Behavior Resulting from New Technologies and Distribution Platforms in Order to Remain Competitive and Exploit New Opportunities Increased Costs for Programming, Motion Pictures and Other Content May Adversely Affect Our Profits Our Revenues, Expenses and Operating Results May Vary Based on the Timing, Mix, Number and Availability of Our Motion Pictures and Seasonal Factors Piracy of Our Entertainment Content, Including Digital Piracy and Other Unauthorized Exhibitions of Our Content, May Decrease Revenue Received from Our Programming and Motion Pictures and Adversely Affect Our Business and Profitability The Loss of Affiliation Agreements, or Renewal on Less Favorable Terms, Could Cause Our Revenues to Decline in Any Given Period or in Specific Markets Our Video Game Business Has a Short Operating History and is Subject to Additional Risks The Loss of Key Talent Could Disrupt Our Business and Adversely Affect Our Revenues The Failure or Destruction of Satellites and Facilities that We Depend Upon to Distribute Our Programming Could Adversely Affect Our Business and Results of Operations Our Obligations Related to Guarantees and Litigation Could Adversely Impact Our Financial Condition Risks Related to our Industry Changes in Advertising Markets Generally Could Cause Our Revenues and Operating Results to Decline Significantly in Any Given Period or in Specific Markets Our Businesses Operate in Highly Competitive Industries Requirements that Cable Television Operators Offer Programming on an la Carte or Tiered Basis May Decrease the Distribution of Program Services and Affect Our Results of Operations Changes in U.S. or Foreign Communications Laws, Laws Affecting Intellectual Property Rights or Other Regulations May Have an Adverse Effect on Our Business We Could Be Adversely Affected by Strikes and Other Union Activity Political and Economic Risks Associated with Our Businesses Could Harm Our Financial Condition Risks Related to Our Controlling Stockholder and Conflicts of Interest Sales of Additional Shares of Common Stock by National Amusements Could Adversely Affect the Stock Price Through Its Voting Control of Viacom, NAI is in a Position to Control Actions that Require Stockholder Approval Certain Members of Management, Directors and Stockholders May Face Actual or Potential Conflicts of Interest Our Business and Other Businesses Which Are Controlled By Sumner Redstone, Including CBS Corporation, Are and Will Continue to Be Attributable to Each Other for Certain Regulatory Purposes Which May Limit Business Opportunities or Impose Additional Costs The Separation Agreement Between CBS Corporation and Us Prohibits Us from Engaging in Certain Types of Businesses We Rely on CBS Corporation s Performance under Various Agreements

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1339947--2/12/2009--Viacom_Inc.