Obligation ViacomCBS 4.75% ( US92556HAA59 ) en USD

ViacomCBS

99.4035 % ⇌

Etas-Unis

US92556HAA59 ( en USD )

4.75% par an ( paiement semestriel )

15/05/2025

Prospectus brochure de l'obligation ViacomCBS US92556HAA59 en USD 4.75%, échéance 15/05/2025

2 000 USD

1 250 000 000 USD

92556HAA5

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

15/05/2025 ( Dans 20 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 US92556HAA59, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2025

L'Obligation émise par ViacomCBS ( Etas-Unis ) , en USD, avec le code ISIN US92556HAA59, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ViacomCBS ( Etas-Unis ) , en USD, avec le code ISIN US92556HAA59, a été notée BB+ ( Spéculatif ) 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

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

to be Registered

Per Unit

Offering Price
Registration Fee (1)
4.750% Notes due May 15, 2025

$1,250,000,000

99.498%

$1,243,725,000

$161,435.51
4.950% Notes due January 15, 2031

$1,250,000,000

98.036%

$1,225,450,000

$159,063.41

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is $320,498.92.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated March 27, 2020)
$2,500,000,000

$1,250,000,000 4.750% Senior Notes due 2025
$1,250,000,000 4.950% Senior Notes due 2031
ViacomCBS Inc. is offering $1,250,000,000 aggregate principal amount of our 4.750% senior notes due 2025 (the "2025 senior notes") and
$1,250,000,000 aggregate principal amount of our 4.950% senior notes due 2031 (the "2031 senior notes" and, together with the 2025 senior notes, the
"senior notes").
The 2025 senior notes will bear interest at 4.750% per year and will mature on May 15, 2025. The 2031 senior notes will bear interest at 4.950% per
year and will mature on January 15, 2031. We will pay interest on the 2025 senior notes semi-annually in arrears on May 15 and November 15 of each
year, beginning on November 15, 2020. We will pay interest on the 2031 senior notes semi-annually in arrears on January 15 and July 15 of each year,
beginning on July 15, 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"), filed with the Securities and
Exchange Commission (the "SEC").

Underwriting Discounts
Proceeds to ViacomCBS

Price to Public(1)

and Commissions

(before expenses)

Per Senior
Per Senior
Per Senior

Note

Total

Note

Total

Note

Total

2025 senior notes

99.498%
$ 1,243,725,000
0.350%
$ 4,375,000
99.148%
$ 1,239,350,000
2031 senior notes

98.036%
$ 1,225,450,000
0.450%
$ 5,625,000
97.586%
$ 1,219,825,000

(1)
Plus accrued interest, if any, from April 1, 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.
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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 April 1, 2020.

Joint Book-Running Managers
BofA Securities

Goldman Sachs & Co. LLC

J.P. Morgan

Morgan Stanley
Citigroup

Deutsche Bank Securities
Mizuho Securities

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 March 27, 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-6
Description of the Senior Notes
S-7
U.S. Federal Income Tax Considerations
S-17
Underwriting
S-21
Where You Can Find More Information
S-29
Incorporation by Reference
S-29
Legal Matters
S-29
Experts
S-29
Prospectus

Page
Risk Factors

i
About This Prospectus

i
Where You Can Find More Information

i
Incorporation by Reference

ii
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
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Plan of Distribution

22
Legal Matters

23
Experts

23

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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 that are not statements of historical fact are, or may be deemed to be, forward-looking statements.
Forward-looking statements reflect our current expectations concerning future results, objectives, plans and goals, and involve known and unknown risks,
uncertainties and other factors that are difficult to predict and which may cause future results, performance or achievements to differ. These risks,
uncertainties and other factors include, among others: technological developments, alternative content offerings and their 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

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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
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goodwill, intangible assets, FCC licenses and programming; liabilities related to discontinued operations and former businesses; potential conflicts of
interest arising from our ownership structure with a controlling stockholder; the impact of the coronavirus disease 2019 (COVID-19) pandemic and
measures taken in response; and other factors described in our news releases and filings with the SEC, including but not limited to our reports on Form
10-K, Form 10-Q and Form 8-K. 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
Table of Contents
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 (2) the consolidated financial statements and the related notes thereto in our
2019 Form 10-K, 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:

· 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
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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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Table of Contents
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-7 of this prospectus supplement.

Issuer
ViacomCBS Inc.

Securities offered
$2,500,000,000 aggregate principal amount of senior notes, consisting of:

· $1,250,000,000 aggregate principal amount of 4.750% senior notes due 2025, and

· $1,250,000,000 aggregate principal amount of 4.950% senior notes due 2031.

Maturity
The 2025 senior notes will mature on May 15, 2025.

The 2031 senior notes will mature on January 15, 2031.

Interest
Interest on the 2025 senior notes will accrue at the rate of 4.750% per year. Interest on the
2031 senior notes will accrue at the rate of 4.950% per year. Interest on the 2025 senior notes
will be payable semi-annually in arrears on each May 15 and November 15, beginning on
November 15, 2020. Interest on the 2031 senior notes will be payable semi-annually in
arrears on each January 15 and July 15, beginning on July 15, 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 December 31, 2019, ViacomCBS Inc. had approximately
$17.39 billion of unsecured senior indebtedness outstanding, which consisted of
approximately $16.69 billion of indebtedness outstanding as senior notes and senior
debentures, approximately $699 million outstanding under its commercial paper program and
no borrowings outstanding under its revolving credit facilities.

The senior notes will be structurally subordinated to all obligations of our subsidiaries
including claims with respect to trade payables. As of December 31, 2019, our direct and

indirect subsidiaries and other consolidated entities had $44 million of indebtedness
outstanding under finance lease obligations.

Optional redemption
At any time on or after April 15, 2025 (the "2025 Par Call Date") for the 2025 senior notes
(one month prior to their maturity date), and at any time on or after October 15, 2030 (the
"2031 Par Call Date," and together with the 2025 Par Call Date, each a "Par Call Date") for
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the 2031 senior notes (three months prior to their maturity date), the 2025 senior notes and
the 2031 senior notes, 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.

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Table of Contents
At any time and from time to time prior to the 2025 Par Call Date, in the case of the 2025
senior notes, and prior to the 2031 Par Call Date, in the case of the 2031 senior notes, we
may redeem the 2025 senior notes and the 2031 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 repurchase event
Upon the occurrence of both a change of control of ViacomCBS Inc. and a downgrade of the
2025 senior notes or the 2031 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 2025 senior notes or 2031 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 commissions and our other fees and expenses related to this offering for general
corporate purposes, which may include repayment of outstanding indebtedness. 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.

Risk factors
See the risks that are described in the "Risk Factors" section of our 2019 Form 10-K, which
is 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 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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Table of Contents
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, which is incorporated by reference herein.
Consolidated Statement of Operations Data
(in millions, except per share amounts)

Year Ended December 31,(a)

2019(b)
2018(c) 2017(d)(e)
Revenues
$ 27,812 $ 27,250 $ 26,535
Operating income
$ 4,273 $ 5,204 $ 5,341
Net earnings from continuing operations (ViacomCBS and noncontrolling interests)
$ 3,301 $ 3,460 $ 3,320
Net earnings from continuing operations attributable to ViacomCBS
$ 3,270 $ 3,423 $ 3,268
Net earnings from continuing operations per common share attributable to ViacomCBS:

Basic
$
5.32 $
5.55 $
5.11
Diluted
$
5.30 $
5.51 $
5.05
Weighted average number of common shares outstanding:

Basic

615
617
640
Diluted

617
621
647
Dividends per common share:

ViacomCBS Inc. (formerly CBS Corporation)
$
.78 $
.72 $
.72
Viacom Inc.(f)
$
.60 $
.80 $
.80
Consolidated Balance Sheet Data
(in millions)

As of December 31,(a)

2019

2018

Total assets
$ 49,519 $ 44,497
Total debt
$ 18,719 $ 19,113
Total ViacomCBS stockholders' equity
$ 13,207 $ 10,449
Total equity
$ 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.
(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.

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(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
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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
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.

S-5
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from this offering of the senior notes, after deducting the underwriting discounts and commissions and our other
offering fees and expenses, will be approximately $2,454,975,000. We intend to use the net proceeds from this offering for general corporate purposes,
which may include repayment of outstanding indebtedness.

S-6
Table of Contents
DESCRIPTION OF THE SENIOR NOTES
General
The 2025 senior notes and the 2031 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 $1,250,000,000 aggregate principal amount of 2025 senior notes and $1,250,000,000 aggregate principal amount of

2031 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 2025 senior note will bear interest at a rate of 4.750% per year and each 2031 senior note will bear interest at a rate of 4.950% per year. Interest
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will be payable semi-annually in arrears on the 2025 senior notes on May 15 and November 15 of each year, beginning on November 15, 2020. Interest will
be payable semi-annually in arrears on the 2031 senior notes on January 15 and July 15 of each year, beginning on July 15, 2020. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. Interest on the 2025 senior notes will accrue from and including April 1, 2020 and will be paid to
holders of record of the 2025 senior notes on May 1 and November 1 immediately before the respective interest payment date. Interest on the 2031 senior
notes will accrue from and including April 1, 2020 and will be paid to holders of record of the 2031 senior notes on January 1 and July 1 immediately
before the respective interest payment date.

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The 2025 senior notes will mature on May 15, 2025 and the 2031 senior notes will mature on January 15, 2031. On the relevant maturity date of the
senior notes, the holders will be entitled to receive 100% of the principal amount of the 2025 senior notes or the 2031 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 December 31, 2019, ViacomCBS had approximately $17.39 billion of unsecured senior indebtedness outstanding, which consisted
of approximately $16.69 billion of indebtedness outstanding as senior notes and senior debentures, approximately $699 million outstanding under its
commercial paper program and no borrowings outstanding under its revolving credit facilities.
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 December 31, 2019, our
direct and indirect subsidiaries and other consolidated entities had $44 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 2025
senior notes and 2031 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
2025 senior notes or the 2031 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 2025 Par Call Date for the 2025 senior notes and the 2031 Par Call Date for the 2031 senior notes,
the 2025 senior notes and the 2031 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 2025 Par Call Date, in the case of the 2025 senior notes and prior to the 2031 Par Call Date, in the
case of the 2031 senior notes, we may redeem some or all of the 2025 senior notes and/or the 2031 senior notes, as the case may be, at our option, on not
less than 10 nor more than 45 days' prior notice, at a redemption price equal to the sum of the principal amount, the relevant Make-Whole

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Amount, if any, described below and any accrued and unpaid interest, if any, to, but not including, the date of redemption. Holders of record on a record
date that is on or prior to a redemption date will be entitled to receive interest due on the interest payment date.
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The term "Make-Whole Amount" means the excess, if any, of (i) the aggregate present value as of the date of the redemption of the principal being
redeemed and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable to the applicable Par Call Date
if redemption had not been made, determined by discounting, on a semi-annual basis, the remaining principal and interest at the respective Reinvestment
Rate described below (determined on the third business day preceding the date fixed for redemption) from the dates on which the principal and interest
would have been payable on the applicable Par Call Date, to the date of redemption, over (ii) the aggregate principal amount of such 2025 senior notes or
2031 senior notes, as the case may be.
The term "Par Call Date" means, with respect to the 2025 senior notes, April 15, 2025, the date that is one month prior to the maturity of the 2025
senior notes and, with respect to the 2031 senior notes, October 15, 2030, the date that is three months prior to the maturity of the 2031 senior notes.
The term "Reinvestment Rate" means (i) the arithmetic mean of the yields published in the most recent Statistical Release under the caption "U.S.
Government Securities--Treasury Constant Maturities" for the maturity (rounded to the nearest month) corresponding to the remaining life to the
applicable Par Call Date, as of the payment date of the principal being redeemed or paid (the "Treasury Yield"), plus (ii) 0.50%, in the case of the 2025
senior notes, or 0.50%, in the case of the 2031 senior notes. If no maturity exactly corresponds to the applicable Par Call Date, yields for the two published
maturities most closely corresponding to the applicable Par Call Date would be so calculated and the Reinvestment Rate would be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month. The most recent Statistical Release published prior to the date of determination of the
Make-Whole Amount will be used for purposes of calculating the Reinvestment Rate.
The term "Statistical Release" means the statistical release designated "H.15" or any successor publication which is published daily by the Federal
Reserve and which reports yields on actively traded U.S. government securities adjusted to constant maturities, or, if such statistical release is not
published at the time of any determination, then such other reasonably comparable index which shall be designated by us.
The Make-Whole Amount will be calculated by an independent investment banking institution of national standing appointed by us. If the
Reinvestment Rate is not available as described above, the Reinvestment Rate will be calculated by interpolation or extrapolation of comparable rates
selected by the independent investment banking institution. In no event shall the Trustee be responsible for calculating the Make-Whole Amount.
On and after the redemption date, interest will cease to accrue on such senior notes or any portion of the senior notes called for redemption (unless
we default in the payment of the redemption price and accrued interest). On or before the redemption date, we will deposit with the Trustee money
sufficient to pay the redemption price of and (unless the redemption date shall be an interest payment date) accrued and unpaid interest, if any, to, but not
including, the redemption date on such senior notes to be redeemed on such date. If less than all of the senior notes are to be redeemed, the senior notes to
be redeemed shall be selected in accordance with the procedures of the Depositary or by such method as the Trustee shall deem appropriate. Additionally,
we may at any time repurchase senior notes in the open market and may hold or surrender such senior notes to the Trustee for cancellation.
Notice of any redemption of the senior notes in connection with a corporate transaction that is pending (including an equity offering, an incurrence of
indebtedness or a change of control) may, at our discretion, be given subject to one or more conditions precedent, including, but not limited to, completion
of the transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and
such notice may be rescinded in the event that any or all such conditions shall not have been

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satisfied or otherwise waived by the redemption date. We shall notify holders of any such rescission as soon as practicable after we determine that we will
not be able to satisfy or otherwise waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any
conditions precedent provided in the notice of redemption, the senior notes called for redemption will become due and payable on the redemption date and
at the applicable redemption price, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
Purchase of Senior Notes upon a Change of Control Repurchase Event
Unless we have previously exercised our right to redeem all the senior notes of the applicable series as described under "--Optional Redemption"
above, upon the occurrence of a Change of Control Repurchase Event (defined below) in respect of either series of the senior notes, we will make an offer
to each holder of such series of senior notes, as to which the Change of Control Repurchase Event has occurred to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of such holder's senior notes pursuant to the offer described below (the "Change of Control
Offer") at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date
of purchase (the "Change of Control Price"). Within 30 days following any Change of Control Repurchase Event in respect of the applicable senior notes
or, at our option, prior to any Change of Control (defined below), but after the public announcement of the Change of Control, we will mail a notice to each
holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the
applicable senior notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such
notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on
the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
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