Obligation ViacomCBS 4.95% ( US92556HAC16 ) en USD

ViacomCBS

100 % ▲

Etas-Unis

US92556HAC16 ( en USD )

4.95% par an ( paiement semestriel )

19/05/2050

Prospectus brochure de l'obligation ViacomCBS US92556HAC16 en USD 4.95%, échéance 19/05/2050

2 000 USD

1 000 000 000 USD

92556HAC1

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

19/05/2025 ( Dans 24 jours )

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

L'Obligation émise par ViacomCBS ( Etas-Unis ) , en USD, avec le code ISIN US92556HAC16, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/05/2050

L'Obligation émise par ViacomCBS ( Etas-Unis ) , en USD, avec le code ISIN US92556HAC16, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ViacomCBS ( Etas-Unis ) , en USD, avec le code ISIN US92556HAC16, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-237426
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Amount of
Title of Each Class of
to be
Offering Price
Aggregate
Registration
Securities to be Registered

Registered

Per Unit

Offering Price

Fee (1)

4.200% Senior Notes due 2032
$1,000,000,000

97.395% $973,950,000
$126,418.71
4.950% Senior Notes due 2050
$1,000,000,000

94.987% $949,870,000
$123,293.13

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is $249,711.84.
Table of Contents

PROSPECTUS SUPPLEMENT
(To prospectus dated March 27, 2020)
$2,000,000,000

$1,000,000,000 4.200% Senior Notes due 2032
$1,000,000,000 4.950% Senior Notes due 2050

ViacomCBS Inc. is offering $1,000,000,000 aggregate principal amount of our 4.200% senior notes due 2032 (the "2032 senior notes") and
$1,000,000,000 aggregate principal amount of our 4.950% senior notes due 2050 (the "2050 senior notes" and, together with the 2032 senior notes, the
"senior notes").
The 2032 senior notes will bear interest at 4.200% per year and will mature on May 19, 2032. The 2050 senior notes will bear interest at 4.950% per
year and will mature on May 19, 2050. We will pay interest on the 2032 senior notes semi-annually in arrears on May 19 and November 19 of each year,
beginning on November 19, 2020. We will pay interest on the 2050 senior notes semi-annually in arrears on May 19 and November 19 of each year,
beginning on November 19, 2020. We may redeem either series of the senior notes, in whole or in part, at any time and from time to time at the respective
redemption prices set forth herein. If we experience a change of control repurchase event and have not otherwise elected to redeem the outstanding senior
notes, we will make an offer to each holder of the senior notes to repurchase all or any part of such holder's senior notes as described under the caption
"Description of the Senior Notes--Purchase of Senior Notes upon a Change of Control Repurchase Event."
The senior notes will be unsecured senior obligations of ViacomCBS Inc. and will rank equally with ViacomCBS Inc.'s other existing and future
unsecured senior obligations.

Investing in the senior notes involves risks that are described in the "Risk Factors" sections of our Annual Report
on Form 10-K for the fiscal year ended December 31, 2019 (our "2019 Form 10-K") and our subsequent Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2020 (our "Q1 2020 Form 10-Q"), filed with the
Securities and Exchange Commission (the "SEC").

Proceeds to ViacomCBS

Price to Public(1)

Underwriting Discounts

(before expenses)

Per Senior
Per Senior
Per Senior

Note

Total

Note

Total
Note

Total

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2032 senior notes
97.395% $973,950,000
0.475% $4,750,000
96.920% $969,200,000
2050 senior notes
94.987% $949,870,000
0.750% $7,500,000
94.237% $942,370,000

(1)
Plus accrued interest, if any, from May 19, 2020 if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of the senior notes or determined if this prospectus supplement or
the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that the senior notes will be ready for delivery only in book-entry form through the facilities of The Depository Trust Company for the
accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, against
payment in New York, New York on or about May 19, 2020.

Joint Book-Running Managers

Citigroup

Deutsche Bank Securities

J.P. Morgan

Mizuho Securities

BofA Securities

Goldman Sachs & Co. LLC

Morgan Stanley

Co-Managers

BNP PARIBAS

Credit Suisse

RBC Capital Markets

US Bancorp
SOCIETE GENERALE

SMBC Nikko

TD Securities
Banca IMI

BNY Mellon Capital Markets, LLC

ICBC Standard Bank
Siebert Williams Shank

SunTrust Robinson Humphrey
Academy Securities

Loop Capital Markets

Ramirez & Co., Inc.

R. Seelaus & Co., LLC

The date of this prospectus supplement is May 12, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Cautionary Statement Concerning Forward-Looking Statements
S-ii
Notice to Investors in the European Economic Area and the United Kingdom
S-iii
Summary
S-1
Use of Proceeds
S-8
Description of the Senior Notes
S-9
U.S. Federal Income Tax Considerations
S-19
Underwriting
S-23
Where You Can Find More Information
S-32
Incorporation by Reference
S-32
Legal Matters
S-32
Experts
S-32
Prospectus

Page
Risk Factors

i
About This Prospectus

i
Where You Can Find More Information

i
Incorporation by Reference

ii
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Cautionary Statement Concerning Forward-Looking Statements

iii
The Company

1
Use of Proceeds

2
Description of Debt Securities

3
Description of Preferred Stock

14
Description of Common Stock

18
Description of Warrants

20
Plan of Distribution

22
Legal Matters

23
Experts

23

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. The second part, the
accompanying prospectus, gives more general information, some of which may not apply to this offering. This prospectus supplement also adds to, updates
and changes information contained in the accompanying prospectus. If the description of the offering varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information in this prospectus supplement. If any statement in this prospectus supplement conflicts with
any statement in a document that has been incorporated herein by reference, then you should consider only the statement in the more recent document. The
accompanying prospectus is part of a shelf registration statement that we filed with the SEC. Under the shelf registration process, from time to time, we
may offer and sell debt securities, preferred stock, our class A common stock, our class B common stock or warrants representing rights to purchase any of
the other securities that we might offer under the accompanying prospectus, or any combination thereof, in one or more offerings.
In this prospectus supplement, unless we indicate otherwise or the context otherwise requires, we use the terms "ViacomCBS," "the company," "we,"
"us," and "our" and similar words to refer to ViacomCBS Inc., a Delaware corporation, and its consolidated subsidiaries. References to "securities" include
any security that we might offer under this prospectus supplement and the accompanying prospectus. References to "$" and "dollars" are to United States
dollars.
We have not authorized anyone to provide any information or to make any representation other than those contained or incorporated by reference in
this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we have prepared. We take no responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer of these securities in any
jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus supplement, the accompanying
prospectus, the documents incorporated by reference herein or in any free writing prospectus is accurate as of any date other than the respective dates of
such documents. Our business, financial condition, results of operations and prospects may have changed since such dates.
Some of the market and industry data contained or incorporated by reference in this prospectus supplement are based on independent industry
publications or other publicly available information, while other information is based on internal studies. Although we believe that these independent
sources and our internal data are reliable as of their respective dates, the information contained in them has not been independently verified. As a result, you
should be aware that the market and industry data contained in this prospectus supplement, and beliefs and estimates based on such data, may not be
reliable.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain both historical
and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the
meaning of section 27A of the Securities Act of 1933, as amended and section 21E of the Securities Exchange Act of 1934, as amended. Similarly,
statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect our current
expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as "believe," "expect,"
"anticipate," "intend," "plan," "foresee," "likely," "will," "may," "could," "estimate" or other similar words or phrases; and involve known and unknown
risks, uncertainties and other factors that are difficult to predict and which may cause the actual results, performance or achievements of ViacomCBS to be
different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors
include, among others: the impact of the COVID-19 pandemic (and other widespread health emergencies or pandemics) and measures taken in response
thereto, technological developments, alternative content offerings and their

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Table of Contents
effects in our markets and on consumer behavior; the impact on our advertising revenues of changes in consumers' content viewership, deficiencies in
audience measurement and advertising market conditions; the public acceptance of our brands, programming, films, published content and other
entertainment content on the various platforms on which they are distributed; increased costs for programming, films and other rights; the loss of key talent;
competition for content, audiences, advertising and distribution in consolidating industries; the potential for loss of carriage or other reduction in or the
impact of negotiations for the distribution of our content; the risks and costs associated with the integration of the CBS Corporation and Viacom Inc.
businesses and investments in new businesses, products, services and technologies; evolving cybersecurity and similar risks; the failure, destruction or
breach of critical satellites or facilities; content theft; domestic and global political, economic and/or regulatory factors affecting our businesses generally;
volatility in capital markets or a decrease in our debt ratings; strikes and other union activity; fluctuations in our results due to the timing, mix, number and
availability of our films and other programming; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and programming;
liabilities related to discontinued operations and former businesses; and potential conflicts of interest arising from our ownership structure with a
controlling stockholder. These risks, uncertainties and other factors are discussed in the risk factors disclosed in our filings with the SEC, including but not
limited to our reports on Form 10-K, Form 10-Q and Form 8-K. Other risks may be described in our news releases and other filings with the SEC,
including but not limited to our reports on Form 8-K. There may be additional risks, uncertainties and factors that we do not currently view as material or
that are not necessarily known. The forward-looking statements included or incorporated by reference in this prospectus supplement and the accompanying
prospectus are made only as of the dates of the respective documents and we do not undertake any obligation to publicly update any forward-looking
statements to reflect subsequent events or circumstances.
You should carefully review all information, including the financial statements and the notes to the financial statements, included or incorporated by
reference into this prospectus supplement and the accompanying prospectus.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA AND UNITED KINGDOM
References in this section to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part
of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as
appropriate.
The senior notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area or the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended, or superseded, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation").
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
senior notes or otherwise making them available to retail investors in the European Economic Area or the United Kingdom has been prepared and therefore
offering or selling the senior notes or otherwise making them available to any retail investor in the European Economic Area or the United Kingdom may
be unlawful under the PRIIPs Regulation.
Any distributor subject to MiFID II subsequently offering, selling or recommending the senior notes is responsible for undertaking its own target
market assessment in respect of the senior notes and determining the appropriate distribution channels for the purposes of the MiFID II product governance
rules under Commission Delegated Directive (EU) 2017/593 ("Delegated Directive"). Neither the issuer nor any of the underwriters make any
representations or warranties as to a Distributor's compliance with the Delegated Directive.

S-iii
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SUMMARY
The following is a summary of certain information explained in more detail elsewhere in or incorporated by reference into this prospectus
supplement. In addition to this summary, you should read the entire document carefully, including (1) the risks relating to ViacomCBS' businesses
discussed in the "Risk Factors" section of our 2019 Form 10-K and Q1 2020 Form 10-Q and (2) the consolidated financial statements and the related
notes thereto in our 2019 Form 10-K and the unaudited consolidated financial statements and the related notes thereto in our Q1 2020 Form 10-Q,
each of which is incorporated by reference herein.
ViacomCBS Inc.
We are a leading global media and entertainment company that creates content and experiences for audiences worldwide. We operate through
the following four segments:
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·
TV Entertainment. Our TV Entertainment segment creates and acquires programming for distribution and viewing on multiple media
platforms, including our broadcast network, through multichannel video programming distributors ("MVPDs") and virtual MVPDs, and

our streaming services, as well as for licensing to third parties both domestically and internationally. TV Entertainment consists of the
CBS Television NetworkTM, CBS Television Studios®, CBS Television Distribution®, CBS Interactive®, CBS Sports Network®, CBS
Television StationsTM and CBS-branded streaming services CBS All Access® and CBSN®, among others.

·
Cable Networks. Our Cable Networks segment creates and acquires programming for distribution and viewing on multiple media
platforms, including our cable networks, through MVPDs and virtual MVPDs, and our streaming services, as well as for licensing to
third parties both domestically and internationally. Cable Networks consists of our premium subscription cable networks Showtime®,

The Movie Channel® and Flix®, and a subscription streaming offering of Showtime; our basic cable networks Nickelodeon®, MTV®,
BET®, Comedy Central®, Paramount Network®, Nick Jr.®, VH1®, TV Land®, CMT®, Pop TVTM and Smithsonian ChannelTM, among
others, as well as the international extensions of these brands operated by ViacomCBS Networks InternationalTM; international broadcast
networks, Network 10®, Channel 5® and Telefe®; and Pluto TVTM, a leading free streaming TV platform in the United States ("U.S.").

·
Filmed Entertainment. Our Filmed Entertainment segment develops, produces, finances, acquires and distributes films, television

programming and other entertainment content in various markets and media worldwide primarily through Paramount Pictures®,
Paramount PlayersTM, Paramount Animation® and Paramount Television StudiosTM.

·
Publishing. Our Publishing segment publishes and distributes Simon & Schuster consumer books domestically and internationally and

includes imprints such as Simon & Schuster®, ScribnerTM, Atria Books® and Gallery Books®.
We were organized as a Delaware corporation in 1986. Our principal offices are located at 1515 Broadway, New York, New York 10036. Our
telephone number is (212) 258-6000 and our website is www.viacbs.com. Information included on or accessible through our website does not
constitute a part of this prospectus supplement or the accompanying prospectus. On December 4, 2019, Viacom Inc. ("Viacom") merged with and into
CBS Corporation ("CBS"), with CBS continuing as the surviving company (the "Merger"), pursuant to an Agreement and Plan of Merger dated as of
August 13, 2019, as amended on October 16, 2019. At the effective time of the Merger, we changed our name to "ViacomCBS Inc."

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Recent Developments
Tender Offers
On May 12, 2020, we commenced cash tender offers (the "Tender Offers") for up to $2.0 billion maximum aggregate purchase price with
respect to our outstanding 3.875% Senior Notes due 2021, 2.500% Senior Notes due 2023, 2.900% Senior Notes due 2023, 3.250% Senior Notes due
2023, 4.250% Senior Notes due 2023, 7.125% Senior Notes due 2023, 7.875% Debentures due 2023, 5.875% Junior Subordinated Debentures due
2057, 3.375% Senior Notes due 2022, 3.125% Senior Notes due 2022 and 2.250% Senior Notes due 2022 (all such debt securities, collectively, the
"Tender Offer Notes"). We intend to use the net proceeds from this offering, together with cash on hand, subject to the terms and conditions of the
Tender Offers, for the purchase of the Tender Offer Notes tendered pursuant to the Tender Offers and the payment of related accrued interest,
premiums, fees and expenses. Any net proceeds not used for the foregoing shall be used for general corporate purposes, including repayment of
outstanding indebtedness. This offering is not conditioned upon consummation of the Tender Offers. We are permitted, subject to applicable law, to
amend, extend or terminate the Tender Offers, and there can be no assurance that we will consummate the Tender Offers. This prospectus supplement
is not an offer to purchase or a solicitation of an offer to sell the Tender Offer Notes and does not constitute a redemption notice for the Tender Offer
Notes.
Debt Transactions
In April 2020, we issued $1.25 billion of 4.750% Senior Notes due 2025 and $1.25 billion of 4.950% Senior Notes due 2031. The net proceeds
from that issuance were used for general corporate purposes, including, but not limited to, repayment of borrowings. Also in April 2020, we
announced the full redemption of our $300 million of 4.30% Senior Notes due 2021, which were redeemed on May 4, 2020, and the full redemption
of our $500 million of 4.500% Senior Notes due 2021, which will be redeemed on May 18, 2020. We refer to the issuance and redemptions described
above collectively as the "Debt Transactions" in this prospectus supplement.

S-2
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The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the senior notes, see
"Description of the Senior Notes" beginning on page S-9 of this prospectus supplement.

Issuer
ViacomCBS Inc.

Securities offered
$2,000,000,000 aggregate principal amount of senior notes, consisting of:

· $1,000,000,000 aggregate principal amount of 4.200% senior notes due 2032, and

· $1,000,000,000 aggregate principal amount of 4.950% senior notes due 2050.

Maturity
The 2032 senior notes will mature on May 19, 2032.

The 2050 senior notes will mature on May 19, 2050.

Interest
Interest on the 2032 senior notes will accrue at the rate of 4.200% per year. Interest on the
2050 senior notes will accrue at the rate of 4.950% per year. Interest on the 2032 senior notes
will be payable semi-annually in arrears on each May 19 and November 19, beginning on
November 19, 2020. Interest on the 2050 senior notes will be payable semi-annually in
arrears on each May 19 and November 19, beginning on November 19, 2020.

Ranking
The senior notes will be unsecured senior obligations of ViacomCBS Inc. and will rank
equally with all of ViacomCBS Inc.'s existing and future unsecured senior obligations from
time to time outstanding. As of March 31, 2020, ViacomCBS Inc. had approximately
$17.21 billion of unsecured senior indebtedness outstanding, which consisted of
approximately $16.70 billion of indebtedness outstanding as senior notes and senior
debentures, approximately $312 million outstanding under its commercial paper program,
approximately $200 million outstanding in short-term bank borrowings and no borrowings
outstanding under its revolving credit facilities. The preceding sentence does not give effect
to the Debt Transactions.

The senior notes will be structurally subordinated to all obligations of our subsidiaries
including claims with respect to trade payables. As of March 31, 2020, our direct and indirect

subsidiaries and other consolidated entities had $43 million of indebtedness outstanding
under finance lease obligations.

Optional redemption
At any time on or after February 19, 2032 (the "2032 Par Call Date") for the 2032 senior
notes (three months prior to their maturity date), and at any time on or after November 19,
2049 (the "2050 Par Call Date," and together with the 2032 Par Call Date, each a "Par Call
Date") for the 2050 senior notes (six months prior to their maturity date), the 2032 senior
notes and the 2050 senior notes,

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respectively, may be redeemed in whole or in part, at our option, at a redemption price equal

to 100% of their principal amount to be redeemed, plus accrued and unpaid interest, if any,
to, but not including, the date of redemption.

At any time and from time to time prior to the 2032 Par Call Date, in the case of the 2032
senior notes, and prior to the 2050 Par Call Date, in the case of the 2050 senior notes, we
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may redeem the 2032 senior notes and the 2050 senior notes, respectively, in whole or in

part, at a redemption price equal to their principal amount plus the applicable premium, if
any, and accrued and unpaid interest, if any, to, but not including, the redemption date. See
"Description of the Senior Notes--Optional Redemption."

Repurchase upon a change of control
Upon the occurrence of both a change of control of ViacomCBS Inc. and a downgrade of the
repurchase event
2032 senior notes or the 2050 senior notes, as the case may be, below an investment grade
rating by each of Moody's Investors Service, Inc., S&P Global Ratings and Fitch Ratings,
Ltd. within a specified period, we will make an offer to repurchase all or any part of each
holder's 2032 senior notes or 2050 senior notes, as the case may be, at a price equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but not
including, the date of repurchase. See "Description of the Senior Notes--Purchase of Senior
Notes upon a Change of Control Repurchase Event."

Certain covenants
We will issue the senior notes under an indenture that will, among other things, limit our
ability to:

· consolidate, merge or sell all or substantially all of our assets;

· create liens; and

· enter into sale and leaseback transactions.

All of these limitations will be subject to a number of important qualifications and

exceptions. See "Description of the Senior Notes."

Use of proceeds
We intend to use the net proceeds from this offering, after deducting underwriting discounts
and our other fees and expenses related to this offering, together with cash on hand, subject
to the terms and conditions of the Tender Offers, for the purchase of the Tender Offer Notes
tendered pursuant to the Tender Offers and the payment of related accrued interest,
premiums, fees and expenses. Any net proceeds not used for the foregoing shall be used for
general corporate purposes, which may include repayment of outstanding indebtedness. This
offering is not conditioned upon consummation of the Tender Offers. See "Use of Proceeds."

Governing law
The senior notes and the indenture under which they will be issued will be governed by the
laws of the State of New York.

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Risk factors
See the risks that are described in the "Risk Factors" section of our 2019 Form 10-K and our
Q1 2020 Form 10-Q, which are incorporated by reference herein, for a discussion of the
factors you should consider carefully before deciding to invest in the senior notes.

The risks described in our 2019 Form 10-K and our Q1 2020 Form 10-Q are considered to
be the most material but are not the only ones we are facing. There may be other unknown or
unpredictable economic, business, competitive, regulatory or other factors that could have

material adverse effects on our future results. Past financial performance may not be a
reliable indicator of future performance and historical trends should not be used to anticipate
results or trends in future periods.

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Summary Selected Consolidated Financial Data
The following tables present our summary selected consolidated financial data. The summary selected consolidated financial data should be read
in conjunction with our consolidated financial statements and the related notes thereto and the related "Management's Discussion and Analysis of
Results of Operations and Financial Condition" in our 2019 Form 10-K and in our Q1 2020 Form 10-Q, which are incorporated by reference herein.
Consolidated Statement of Operations Data
(in millions, except per share amounts)

Three Months

Ended March 31,(a)
Year Ended December 31,(a)

2020(g)
2019(h)
2019(b)
2018(c) 2017(d)(e)

(unaudited)

Revenues
$ 6,669 $ 7,100 $27,812 $27,250 $26,535
Operating income
$
917 $ 1,804 $ 4,273 $ 5,204 $ 5,341
Net earnings from continuing operations (ViacomCBS and noncontrolling interests)
$
511 $ 1,951 $ 3,301 $ 3,460 $ 3,320
Net earnings from continuing operations attributable to ViacomCBS
$
508 $ 1,946 $ 3,270 $ 3,423 $ 3,268
Net earnings from continuing operations per common share attributable to ViacomCBS:

Basic
$
.83 $
3.17 $
5.32 $
5.55 $
5.11
Diluted
$
.82 $
3.15 $
5.30 $
5.51 $
5.05
Weighted average number of common shares outstanding:

Basic

614
613
615
617
640
Diluted

616
617
617
621
647
Dividends per common share:

ViacomCBS Inc. (formerly CBS Corporation)
$
.24 $
.18 $
.78 $
.72 $
.72
Viacom Inc.(f)

N/A $
.20 $
.60 $
.80 $
.80
Consolidated Balance Sheet Data
(in millions)

As of

March 31,
As of December 31,(a)

2020(i)

2019

2018

(unaudited)

Total assets

$
49,045
$49,519
$44,497
Total debt

$
18,537
$18,719
$19,113
Total ViacomCBS stockholders' equity

$
13,449
$13,207
$10,449
Total equity

$
13,521
$13,289
$10,503

(a)
On December 4, 2019, Viacom merged with and into CBS, with CBS continuing as the surviving company. At the effective time of the Merger,
the combined company changed its name to ViacomCBS Inc. The Merger has been accounted for as a transaction between entities under
common control and therefore, the net assets of Viacom were combined with those of CBS at their historical carrying amounts and the
companies have been presented on a combined basis for all periods presented.

S-6
Table of Contents
(b)
For 2019, the following items affected the comparability of results: costs for restructuring and other corporate matters, including costs related to
the Merger, of $775 million ($641 million, net of tax); programming charges of $589 million ($447 million, net of tax); a gain on sale of assets
of $549 million ($386 million, net of tax); and discrete tax benefits of $827 million.
(c)
For 2018, the following items affected the comparability of results: costs for restructuring and other corporate matters of $490 million
($374 million, net of tax); programming charges of $162 million ($123 million, net of tax); and discrete tax benefits of $297 million.
(d)
For 2017, the following items affected the comparability of results: restructuring charges of $258 million ($163 million, net of tax);
programming charges of $144 million ($94 million, net of tax); a gain on sale of assets of $146 million ($130 million, net of tax); a gain on the
sale of EPIX of $285 million ($189 million, net of tax); a pension settlement charge of $352 million ($237 million, net of tax); and discrete tax
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benefits of $321 million.
(e)
On November 16, 2017, we completed the disposition of CBS Radio Inc. ("CBS Radio") through a tax-free split-off. CBS Radio has been
presented as a discontinued operation in the consolidated financial statements for all periods presented.
(f)
Amounts reflect the historical dividends of Viacom Inc. and have not been adjusted for the conversion to ViacomCBS shares in connection with
the Merger.
(g)
For the three months ended March 31, 2020, the comparability of results was impacted by costs for restructuring and other corporate matters of
$233 million ($186 million, net of tax).
(h)
For the three months ended March 31, 2019, the following items affected the comparability of results: costs for restructuring and other corporate
matters of $178 million ($135 million, net of tax), a gain on sale of assets of $549 million ($386 million, net of tax) and discrete tax benefits of
$768 million.
(i)
Consolidated balance sheet data as of March 31, 2020 does not give effect to the Debt Transactions.

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USE OF PROCEEDS
We estimate that the net proceeds from this offering of the senior notes, after deducting the underwriting discounts and our other offering fees and
expenses, will be approximately $1,908,470,000. We intend to use the net proceeds from this offering, together with cash on hand, subject to the terms and
conditions of the Tender Offers, for the purchase of the Tender Offer Notes tendered pursuant to the Tender Offers and the payment of related accrued
interest, premiums, fees and expenses. Any net proceeds not used for the foregoing shall be used for general corporate purposes, which may include
repayment of outstanding indebtedness. This offering is not conditioned upon consummation of the Tender Offers.

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DESCRIPTION OF THE SENIOR NOTES
General
The 2032 senior notes and the 2050 senior notes offered hereby will each be issued as separate series of debt securities under an indenture dated as of
March 27, 2020, as supplemented from time to time (the "indenture"), between ViacomCBS Inc., as issuer (in this Description of the Senior Notes,
"ViacomCBS"), and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). In this Description of the Senior Notes, "ViacomCBS," "we,"
"us," "our" and similar words refer to ViacomCBS Inc. and not to any of its consolidated subsidiaries unless the context otherwise requires.
We provide information to you about the senior notes in two separate documents:

·
this prospectus supplement; and

·
the accompanying prospectus.
The following statements about the senior notes are summaries and are subject to, and qualified in their entirety by reference to, the accompanying
prospectus and the indenture. See "Description of Debt Securities" in the accompanying prospectus for additional information concerning the senior notes
and the indenture. The following statements, therefore, do not contain all of the information that may be important to you. Not all the defined terms used in
this prospectus supplement are defined herein, and you should refer to the accompanying prospectus or the indenture for the definitions of such terms. The
provisions of the indenture set forth the terms of the senior notes in greater detail than this prospectus supplement or the accompanying prospectus. If the
statements in this prospectus supplement differ from the provisions of the indenture, the provisions of the indenture control. A copy of the indenture was
filed with the SEC as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus form a part.
The senior notes:

·
will be unsecured senior obligations of ViacomCBS;

·
will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof;

·
will rank equally with all of our other unsecured and unsubordinated senior indebtedness from time to time outstanding; and

·
will initially be limited to $1,000,000,000 aggregate principal amount of 2032 senior notes and $1,000,000,000 aggregate principal amount of
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2050 senior notes, which aggregate principal amounts may, without the consent of holders, be increased in the future on the same terms as to
status, CUSIP number or otherwise as the relevant series of senior notes being offered hereby.
Principal, Maturity and Interest
Each 2032 senior note will bear interest at a rate of 4.200% per year and each 2050 senior note will bear interest at a rate of 4.950% per year. Interest
will be payable semi-annually in arrears on the 2032 senior notes on May 19 and November 19 of each year, beginning on November 19, 2020. Interest will
be payable semi-annually in arrears on the 2050 senior notes on May 19 and November 19 of each year, beginning on November 19, 2020. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2032 senior notes will accrue from and including May 19, 2020 and will
be paid to holders of record of the 2032 senior notes on May 4 and November 4 immediately before the respective interest payment date. Interest on the
2050 senior notes will accrue from and including May 19, 2020 and will be paid to holders of record of the 2050 senior notes on May 4 and November 4
immediately before the respective interest payment date.

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Table of Contents
The 2032 senior notes will mature on May 19, 2032 and the 2050 senior notes will mature on May 19, 2050. On the relevant maturity date of the
senior notes, the holders will be entitled to receive 100% of the principal amount of the 2032 senior notes or the 2050 senior notes, as the case may be.
If any maturity date, redemption date or interest payment date falls on a day that is not a business day, then payment of principal and interest, as
applicable, may be made on the next succeeding business day and no interest will accrue because of such delayed payment.
Ranking
The senior notes will be unsecured senior obligations of ViacomCBS and will rank equally with all of ViacomCBS' existing and future unsecured
senior obligations. As of March 31, 2020, ViacomCBS had approximately $17.21 billion of unsecured senior indebtedness outstanding, which consisted of
approximately $16.70 billion of indebtedness outstanding as senior notes and senior debentures, approximately $312 million outstanding under its
commercial paper program, approximately $200 million outstanding in short-term bank borrowings and no borrowings outstanding under its revolving
credit facilities. The preceding sentence does not give effect to the Debt Transactions.
We conduct our operations through subsidiaries. As a result, distributions or advances from our subsidiaries are a major source of funds necessary to
meet our debt service and other obligations. Contractual provisions, laws or regulations, as well as our subsidiaries' financial condition and operating
requirements, may limit our ability to obtain cash required to pay our debt service obligations, including payments on the senior notes. The senior notes
will be structurally subordinated to all obligations of our subsidiaries including claims with respect to trade payables. This means that holders of the senior
notes will have a junior position to the claims of creditors of our subsidiaries on the assets and earnings of such subsidiaries. As of March 31, 2020, our
direct and indirect subsidiaries and other consolidated entities had $43 million of indebtedness outstanding under finance lease obligations.
Further Issues
We may from time to time, without notice to or the consent of the holders of the senior notes currently offered hereby, create and issue further 2032
senior notes and 2050 senior notes ranking equally and ratably in all respects with the senior notes of such series, as the case may be, or in all respects
except for the issue date, price to the public and payment of interest accruing prior to the issue date or except, in some circumstances, for the first payment
of interest following the issue date of those further senior notes. Any such further senior notes will be consolidated with and form a single series with the
2032 senior notes or the 2050 senior notes currently being offered, as the case may be, and will have the same terms as to status, CUSIP number or
otherwise as such series of senior notes, provided that any such further senior notes that are not fungible for U.S. federal income tax purposes with the
senior notes currently being offered will be issued with a different CUSIP number.
Optional Redemption
At any time and from time to time on or after the respective Par Call Dates for the 2032 senior notes and the 2050 senior notes, the 2032 senior notes
and the 2050 senior notes, respectively, may be redeemed in whole or in part, at a redemption price equal to 100% of the principal amount of the senior
notes to be redeemed, plus accrued and unpaid interest on the senior notes to be redeemed, if any, to, but not including, the date of redemption. We will
transmit notice of any such redemption at least 10 days, but not more than 45 days, before the date of redemption to each holder of the senior notes to be
redeemed.
At any time and from time to time prior to the respective Par Call Dates, we may redeem some or all of the 2032 senior notes and/or the 2050 senior
notes, as the case may be, at our option, on not less than 10 nor more than 45 days'

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Document Outline

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