SUMMARY

This summary highlights selected material information included in this joint consent solicitation statement/prospectus. You should read this joint consent solicitation statement/prospectus and its Annexes and the other documents referred to in this joint consent solicitation statement/prospectus in their entirety, because the information in this section may not provide all of the information that might be important to you. Additional information about CBS and Viacom is also contained in the Annexes to, and the documents incorporated by reference into, this joint consent solicitation statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section entitled “Where You Can Find More Information.” Each item in this summary includes a page reference directing you to a more complete description of that item.

Information About the Companies (page 60)

CBS

CBS was organized under the laws of the State of Delaware in 1986. CBS is a mass media company with operations in a number of segments. CBS’ Entertainment segment is composed of the CBS^® Television Network; CBS Television Studios^®; CBS Global Distribution Group^™ (composed of CBS Studios International^™ and CBS Television Distribution^™); Network 10^™; CBS Interactive^®; CBS Sports Network^®, CBS’ cable network focused on college athletics and other sports; CBS Films^®; and CBS’ direct-to-consumer digital streaming services, CBS All Access^®, CBSN^®, CBS Sports HQ^®, ET Live^® and 10 All Access^®. CBS’ Cable Networks segment is composed of Showtime Networks, which operates premium subscription program services, Showtime^® (including its direct-to-consumer digital streaming subscription offering), The Movie Channel^® and Flix^®, as well as basic cable program services, Pop^™ and Smithsonian Channel^™ (including its direct-to-consumer digital streaming subscription offering). CBS’ Publishing segment is composed of Simon & Schuster, which publishes and distributes consumer books under imprints such as Simon & Schuster^®, Pocket Books^®, Scribner^®, Gallery Books^® and Atria Books^®. CBS’ Local Media segment is composed of CBS Television Stations, CBS’ 29 owned broadcast television stations; and CBS Local Digital Media^™, which operates local websites including content from CBS’ television stations.

CBS’ principal executive offices are located at 51 West 52nd Street, New York, NY 10019 and its phone number is (212) 975-4321. CBS’ website address is www.cbscorporation.com. Information contained on CBS’ website does not constitute part of this joint consent solicitation statement/prospectus. CBS Class A common stock and CBS Class B common stock are currently listed and traded on the NYSE under the symbols “CBS.A” and “CBS,” respectively. Additional information about CBS is included in documents incorporated by reference into this joint consent solicitation statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

Viacom

Viacom was organized as a Delaware corporation in 2005 in connection with Viacom’s separation from CBS, which was effective January 1, 2006. Viacom creates entertainment experiences that drive conversation and culture around the world. Through television, film, digital media, live events, merchandise and solutions, Viacom’s brands connect with diverse, young and young at heart audiences in more than 180 countries. Viacom operates through two reportable segments: Media Networks and Filmed Entertainment. The Media Networks segment provides entertainment content, services and related branded products for consumers in targeted demographics attractive to advertisers, content distributors and retailers through Viacom’s global media brands including flagship brands Nickelodeon^®, MTV^®, BET^®, Comedy Central^® and Paramount Network^®, as well as Pluto TV^™, Viacom’s free streaming television platform. The Filmed Entertainment segment develops, produces, finances, acquires and distributes films, television programming and other entertainment content through its

Paramount Pictures^®, Paramount Players ^®, Paramount Animation^® and Paramount Television^® divisions, in various markets and media worldwide, for itself and for third parties. The Filmed Entertainment segment partners on various projects with key Viacom brands, including Nickelodeon Movies^™, MTV Films^® and BET Films^™.

Viacom’s principal executive offices are located at 1515 Broadway, New York, NY 10036 and its telephone number is (212) 258-6000. Viacom’s website address is www.viacom.com. Information contained on Viacom’s website does not constitute part of this joint consent solicitation statement/prospectus. Viacom Class A common stock and Viacom Class B common stock are listed and traded on NASDAQ under the symbols “VIA” and “VIAB,” respectively. Additional information about Viacom is included in documents incorporated by reference into this joint consent solicitation statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

NAI

NAI, which is not a party to the merger agreement, is a world leader in the motion picture exhibition industry operating more than 950 movie screens in the U.S., U.K. and Latin America. NAI delivers a superior entertainment experience in theatres around the world under its Showcase, Cinema de Lux, Multiplex, SuperLux and UCI brands. Based in Norwood, Massachusetts, NAI is a closely held company operating under the leadership of the Redstone family. NAI is the controlling stockholder of both Viacom and CBS.

NAI’s principal executive offices are located at 846 University Avenue, Norwood, MA 02062 and its telephone number is (781) 461-1600. NAI’s website address is www.nationalamusements.com. Information contained on NAI’s website does not constitute part of this joint consent solicitation statement/prospectus.

The Merger and the Merger Agreement (pages 76 and 183)

On August 13, 2019, CBS and Viacom entered into an agreement and plan of merger pursuant to which CBS and Viacom agreed to combine their respective businesses. The merger agreement provides that, upon the terms and subject to the conditions set forth therein, Viacom will merge with and into CBS, with CBS continuing as the surviving company. At the effective time, the name of the combined company will be changed to “ViacomCBS Inc.”

On October 16, 2019, CBS and Viacom entered into an amendment to the agreement and plan of merger pursuant to which CBS and Viacom agreed that the ViacomCBS common stock will be listed on NASDAQ following the effective time.

The merger agreement and the contemplated transactions were approved by the unanimous vote of the members of the CBS board of directors who were present at a meeting thereof (the only members of the CBS board of directors present were the members of the CBS special committee), acting upon the unanimous recommendation of the CBS special committee, and by the unanimous vote of the members of the Viacom board of directors who were present at a meeting thereof (each of whom is unaffiliated with NAI), acting upon the unanimous recommendation of the Viacom special committee.

The terms and conditions of the merger are contained in the agreement and plan of merger and the merger agreement amendment, which are included as Annex B and Annex C, respectively, to this joint consent solicitation statement/prospectus. You should read the agreement and plan of merger and the merger agreement amendment carefully as they are the legal documents that govern the merger.

Merger Consideration (page 184)

At the effective time, (1) each share of Viacom Class A common stock issued and outstanding immediately prior to the effective time, other than shares held directly by Viacom as treasury shares or held by CBS, will be converted automatically into 0.59625 shares of ViacomCBS Class A common stock and (2) each share of Viacom Class B common stock issued and outstanding immediately prior to the effective time, other than shares held directly by Viacom as treasury shares or held by CBS, will be converted automatically into 0.59625 shares of ViacomCBS Class B common stock.

No fractional shares of ViacomCBS common stock will be issued in the merger, and Viacom stockholders will receive cash in lieu of any such fractional shares as described in the section entitled “The Merger Agreement—Exchange of Viacom Common Stock; No Fractional Shares.”

The NAI Parties and their affiliates will receive the same amount of ViacomCBS common stock per share of Viacom common stock in the merger as all other Viacom stockholders.

NAI Support Agreement (page 202)

Concurrently with the execution of the merger agreement, CBS and Viacom entered into the Support Agreement with the NAI Parties. Pursuant to the Support Agreement, the NAI Parties agreed to, promptly (and in any event within one business day) after the registration statement is declared effective by the SEC, unless an adverse recommendation change as described in the section entitled “The Merger Agreement—Covenants of the Parties—Adverse Recommendation Change; Superior Proposal Termination” below has occurred and not been rescinded, execute and deliver (or cause to be executed and delivered) (1) a written consent with respect to a majority of the issued and outstanding shares of CBS Class A common stock adopting the merger agreement and approving the merger, approving the stock issuance, adopting the A&R Charter and adopting the A&R Bylaws and (2) a written consent with respect to a majority of the issued and outstanding shares of Viacom Class A common stock adopting the merger agreement and approving the merger.

As of the CBS record date and the Viacom record date, the NAI Parties beneficially owned approximately 78.9% of the shares of CBS Class A common stock outstanding and 79.8% of the shares of Viacom Class A common stock outstanding, respectively. The delivery of the NAI CBS written consent and NAI Viacom written consent will constitute receipt by CBS and Viacom of the CBS stockholder approval and the Viacom stockholder approval, respectively.

CBS Solicitation of Written Consents (page 62)

The merger agreement provides that CBS will seek the CBS stockholder approval pursuant to this joint consent solicitation statement/prospectus, and CBS will not call or convene any meeting of its stockholders in connection with seeking the CBS stockholder approval. Holders of CBS Class A common stock are being asked to (1) adopt the merger agreement and approve the merger, (2) approve the stock issuance, (3) adopt the A&R Charter and (4) adopt the A&R Bylaws, as well as (5) approve, on a non-binding, advisory basis, certain compensation that will or may be payable to the CBS named executive officers set forth in the CBS 402(t) table set forth under the section entitled “The Merger—Quantification of Potential Payments and Benefits to CBS’ Named Executive Officers in Connection with the Merger,” by executing and delivering the written consent furnished with this joint consent solicitation statement/prospectus.

Only holders of CBS Class A common stock of record at the close of business on October 9, 2019, the CBS record date, will be entitled to execute and deliver a written consent. Under the CBS charter and the DGCL, each holder of CBS Class A common stock is entitled to one vote for each share of CBS Class A

common stock held as of the CBS record date. Approval of each of the CBS proposals requires the execution and delivery to CBS of one or more written consents approving the CBS proposals by the holders of a majority of the outstanding shares of CBS Class A common stock.

Concurrently with the execution of the merger agreement, CBS and Viacom entered into a support agreement (which we refer to as the “Support Agreement”) with the NAI Parties. Pursuant to the Support Agreement, the NAI Parties have agreed to, promptly (and in any event within one business day) after the registration statement is declared effective by the SEC, deliver written consents with respect to a majority of the issued and outstanding shares of CBS Class A common stock approving the CBS merger agreement proposal, the CBS stock issuance proposal, the CBS A&R Charter proposal and the CBS A&R Bylaws proposal. In addition, the NAI Parties have indicated that they intend to deliver a written consent “FOR” the CBS advisory compensation proposal (which we refer to as the “NAI CBS compensation proposal written consent”) concurrently with the delivery of the NAI CBS written consent. As of August 13, 2019, the NAI Parties beneficially owned approximately 78.9% of the shares of CBS Class A common stock outstanding. Under the terms of the Support Agreement, the NAI Parties are generally prohibited from transferring ownership of CBS Class A common stock prior to the earlier of the closing and the termination of the merger agreement in accordance with its terms if, after such transfer of ownership, the NAI Parties in the aggregate would beneficially own less than a majority of the issued and outstanding shares of CBS Class A common stock, and CBS is restricted from issuing new voting shares until the record date for its stockholder approval. Because the CBS proposals require the approval of a majority of the outstanding shares of CBS Class A common stock and the NAI Parties will be the beneficial holders of a majority of the outstanding shares of CBS Class A common stock as of the CBS record date, the delivery of the NAI CBS written consent and the NAI CBS compensation proposal written consent will constitute receipt by CBS of the stockholder approvals required for the CBS proposals.

As of the CBS record date, there were 22,802,951 shares of CBS Class A common stock outstanding and entitled to consent with respect to the CBS proposals, of which executive officers and directors of CBS and their affiliates did not own any such shares (excluding shares owned by the NAI Parties).

You may consent to the CBS proposals with respect to your shares of CBS Class A common stock by completing and signing the written consent furnished with this joint consent solicitation statement/prospectus and returning it to CBS before the earlier of the delivery of the NAI CBS written consent and the CBS consent deadline. Your consent to the CBS proposals may be changed or revoked at any time before the earlier of the delivery of the NAI CBS written consent and the CBS consent deadline. Under the Support Agreement, the NAI Parties have agreed to deliver the NAI CBS written consent promptly, and in any event within one business day, after the registration statement is declared effective by the SEC. Because the delivery of the NAI CBS written consent will constitute receipt by CBS of the CBS stockholder approval, the delivery, change or revocation of a written consent by any other CBS stockholder entitled to vote with respect to the CBS proposals after the delivery of the NAI CBS written consent will not have any effect. If you wish to change or revoke a previously given consent in accordance with the above, you may do so by mailing a notice of revocation or a new written consent with a later date to CBS Corporation, c/o Broadridge, P.O. Box 9111, Farmingdale, NY 11735-9543 or by submitting a new written consent with a later date online by visiting proxyvote.com and following the instructions described therein.

Viacom Solicitation of Written Consents (page 71)

The merger agreement provides that Viacom will seek the Viacom stockholder approval pursuant to this joint consent solicitation statement/prospectus, and Viacom will not call or convene any meeting of its stockholders in connection with seeking the Viacom stockholder approval. Holders of Viacom Class A common stock are being asked to (1) adopt the merger agreement and approve the merger, as well as (2) approve, on a non-binding, advisory basis, certain compensation that will or may be payable to the Viacom named executive officers set forth in the Viacom 402(t) table set forth under the section entitled “The Merger—Quantification of Potential Payments and Benefits to Viacom’s Named Executive Officers in Connection with the Merger” by executing and delivering the written consent furnished with this joint consent solicitation statement/prospectus.

Only holders of Viacom Class A common stock of record at the close of business on October 9, 2019, the Viacom record date, will be entitled to execute and deliver a written consent. Under the Viacom charter and the DGCL, each holder of Viacom Class A common stock is entitled to one vote for each share of Viacom Class A common stock held as of the Viacom record date. Approval of each of the Viacom proposals requires the execution and delivery to Viacom of one or more written consents approving the Viacom proposals by the holders of a majority of the outstanding shares of Viacom Class A common stock.

Concurrently with the execution of the merger agreement, CBS and Viacom entered into the Support Agreement with the NAI Parties. Pursuant to the Support Agreement, the NAI Parties have agreed to, promptly (and in any event within one business day) after the registration statement is declared effective by the SEC, deliver written consents with respect to a majority of the issued and outstanding shares of Viacom Class A common stock approving the Viacom merger agreement proposal. In addition, the NAI Parties have indicated that they intend to deliver a written consent “FOR” the Viacom advisory compensation proposal (which we refer to as the “NAI Viacom compensation proposal written consent”) concurrently with the delivery of the NAI Viacom written consent. As of August 13, 2019, the NAI Parties beneficially owned approximately 79.8% of the shares of Viacom Class A common stock outstanding. Under the terms of the Support Agreement, the NAI Parties are generally prohibited from transferring ownership of Viacom Class A common stock prior to the earlier of the closing and the termination of the merger agreement in accordance with its terms if, after such transfer of ownership, the NAI Parties in the aggregate would beneficially own less than a majority of the issued and outstanding shares of Viacom Class A common stock, and Viacom is restricted from issuing new voting shares until the record date for its stockholder approval. Because the Viacom proposals require the approval of a majority of the outstanding shares of Viacom Class A common stock and the NAI Parties will be the beneficial holders of a majority of the outstanding shares of Viacom Class A common stock as of the Viacom record date, the delivery of the NAI Viacom written consent and the NAI Viacom compensation proposal written consent will constitute receipt by Viacom of the stockholder approvals required for the Viacom proposals.

As of the Viacom record date, there were 49,430,485 shares of Viacom Class A common stock outstanding and entitled to consent with respect to the Viacom proposals, of which executive officers and directors of Viacom and their affiliates (excluding the NAI Parties) owned and were entitled to consent with respect to less than 0.1% of the shares of Viacom Class A common stock outstanding on that date. 

You may consent to the Viacom proposals with respect to your shares of Viacom Class A common stock by completing and signing the written consent furnished with this joint consent solicitation statement/prospectus and returning it to Viacom before the earlier of the delivery of the NAI Viacom written consent and the Viacom consent deadline. Your consent to the Viacom proposals may be changed or revoked at any time before the earlier of the delivery of the NAI Viacom written consent and the Viacom consent deadline. Under the Support Agreement, the NAI Parties have agreed to deliver the NAI Viacom written consent promptly, and in any event within one business day, after the registration statement is declared effective by the SEC. Because the delivery of

the NAI Viacom written consent will constitute receipt by Viacom of the Viacom stockholder approval, the delivery, change or revocation of a written consent by any other Viacom stockholder entitled to vote with respect to the Viacom proposals after the delivery of the NAI Viacom written consent will not have any effect. If you wish to change or revoke a previously given consent in accordance with the above, you may do so by mailing a notice of revocation or a new written consent with a later date to Viacom Inc., c/o Broadridge, P.O. Box 9111, Farmingdale, NY 11735-9543 or by submitting a new written consent with a later date online by visiting proxyvote.com and following the instructions described therein.

Governance Agreement (page 178)

Concurrently with the execution of the merger agreement, CBS, Viacom, the NAI Parties and certain other persons affiliated or associated with NAI entered into the Governance Agreement, which contains certain provisions that will become effective at the effective time. Pursuant to the terms of the Governance Agreement, unless the ViacomCBS board of directors determines otherwise with the Requisite Approval, ViacomCBS and the NAI Parties are required to take such actions as are necessary to ensure that (1) the post-merger directors (as defined in the section entitled “Summary—Governance Following Completion of the Merger”) constitute the only members of the ViacomCBS board of directors until the second anniversary of the closing and (2) in the event of any vacancy on the ViacomCBS board of directors prior to the second anniversary of the closing due to a director’s removal, death, retirement or resignation, or a vacancy existing by virtue of there being fewer than 13 members of the ViacomCBS board of directors at the effective time, (i) if such vacancy results from the departure of an NAI Affiliated Director, such vacancy will be filled by an individual designated by the NAI Parties, (ii) if such vacancy results from the departure of the chief executive officer of ViacomCBS, such vacancy will be filled by the new chief executive officer upon appointment by the ViacomCBS board of directors and (iii) any other vacancy will be filled by an Unaffiliated Independent Director approved with the Requisite Approval upon the recommendation of the Nominating and Governance Committee (acting by a majority vote) following customary public company practices. The NAI Parties have also agreed, until the second anniversary of the closing, to give good faith consideration to any business combination transaction or other strategic alternative involving ViacomCBS that the Unaffiliated Independent Directors determine may be in the best interests of ViacomCBS and its stockholders.

The Governance Agreement also provides, among other things, that the NAI Parties will not take actions that would result in (1) the ViacomCBS board of directors being comprised of less than a majority of directors who are Unaffiliated Independent Directors, (2) either of the Compensation Committee or Nominating and Governance Committee not being comprised entirely of Unaffiliated Independent Directors or (3) ViacomCBS availing itself of any “controlled company” exemption under the NASDAQ or NYSE listing standards, as applicable.

The Governance Agreement is described in more detail in the section of this joint consent solicitation statement/prospectus entitled “Governance Agreement.”

Amendment to Settlement Agreement (page 205)

Concurrently with the execution of the merger agreement, CBS, the NAI Parties and certain other parties listed therein entered into the Amendment to Settlement Agreement. The Amendment to Settlement Agreement, which will become effective from and after the effective time, provides for the deletion of certain provisions in the Settlement Agreement relating to the composition of the CBS board of directors, CBS’ independence and extraordinary transactions involving CBS, which matters will be governed by the Governance Agreement from and after the effective time. In the event that the merger agreement is terminated prior to the effective time for any reason, the Amendment to Settlement Agreement shall be deemed null and void. The Amendment to

Settlement Agreement is described in more detail in the section of this joint consent solicitation statement/prospectus entitled “Amendment to Settlement Agreement.”

Recommendations of the CBS Special Committee and the CBS Board of Directors; Reasons for CBS to Enter into the Merger Agreement (page 110)

At a meeting held on August 13, 2019, the CBS special committee unanimously (1) determined that it is advisable and in the best interests of CBS and its stockholders for CBS to enter into the merger agreement and consummate the contemplated transactions, including the merger, the stock issuance and the adoption of the A&R Charter and A&R Bylaws, (2) approved the merger agreement and the contemplated transactions, including the merger, and (3) recommended that the CBS board of directors approve and declare the advisability of the merger agreement and the consummation of the contemplated transactions, including the merger and the stock issuance.

At a meeting of the CBS board of directors held on August 13, 2019, following the meeting of the CBS special committee, the members of the CBS board of directors who were present at such meeting unanimously (1) determined that it is advisable and in the best interests of CBS and its stockholders for CBS to enter into the merger agreement and consummate the contemplated transactions, including the merger, the stock issuance and the adoption of the A&R Charter and A&R Bylaws, (2) adopted, approved and declared advisable the merger agreement and the contemplated transactions, including the merger, the stock issuance and the adoption of the A&R Charter and A&R Bylaws and (3) recommended that the CBS stockholders entitled to vote adopt the merger agreement and approve the stock issuance. The members of the CBS board of directors who were present at the meeting were Candace K. Beinecke, Barbara M. Byrne, Gary L. Countryman, Brian Goldner, Linda M. Griego, Martha L. Minow, Susan Schuman and Frederick O. Terrell, each of whom is a member of the CBS special committee and is unaffiliated with NAI, and who collectively constitute more than two-thirds of the members of the CBS board of directors unaffiliated with NAI. The three members of the CBS board of directors who are not members of the CBS special committee, Shari E. Redstone, Robert N. Klieger and Strauss Zelnick, delivered waivers of notice prior to the meeting and were not present at the meeting. On October 16, 2019, CBS and Viacom entered into the merger agreement amendment, following the recommendation by each company’s special committee and approval by each company’s board of directors.

The CBS board of directors recommends that CBS stockholders entitled to vote approve the CBS proposals by executing and returning the written consent furnished with this joint consent solicitation statement/prospectus.

For factors considered by the CBS special committee and the CBS board of directors in approving the merger agreement, see the section entitled “The Merger—Recommendations of the CBS Special Committee and the CBS Board of Directors; Reasons for CBS to Enter into the Merger Agreement.”

Recommendations of the Viacom Special Committee and the Viacom Board of Directors; Reasons for Viacom to Enter into the Merger Agreement (page 133)

At a meeting held on August 13, 2019, the Viacom special committee unanimously (1) determined that it is in the best interests of Viacom and its stockholders, and declared it advisable that Viacom enter into the merger agreement and consummate the contemplated transactions, including the merger, (2) recommended that the Viacom board of directors approve and declare the advisability of the merger agreement and the consummation of the contemplated transactions, including the merger, and (3) recommended that Viacom stockholders entitled to vote adopt the merger agreement.

At a meeting of the Viacom board of directors held on August 13, 2019, following the meeting of the Viacom special committee, the members of the Viacom board of directors who were present at such meeting

(each of whom is unaffiliated with NAI) unanimously (1) determined that entering into the merger agreement and consummating the contemplated transactions are in the best interests of Viacom and its stockholders, (2) approved and declared advisable the merger agreement and the consummation of the contemplated transactions, including the merger, and (3) recommended that Viacom stockholders entitled to vote adopt the merger agreement. The members of the Viacom board of directors who were present at the meeting were Robert M. Bakish, Thomas J. May, Judith A. McHale, Ronald L. Nelson, Charles E. Phillips, Jr., Nicole Seligman and Cristiana Falcone Sorrell. Two members of the Viacom board of directors, Shari E. Redstone and Deborah Norville, recused themselves from the meeting and were not in attendance. On October 16, 2019, CBS and Viacom entered into the merger agreement amendment, following the recommendation by each company’s special committee and approval by each company’s board of directors.

The Viacom board of directors recommends that Viacom stockholders entitled to vote approve the Viacom proposals by executing and returning the written consent furnished with this joint consent solicitation statement/prospectus.

For factors considered by the Viacom special committee and the Viacom board of directors in approving the merger agreement, see the section entitled “The Merger—Recommendations of the Viacom Board of Directors; Reasons for Viacom to Enter into the Merger Agreement.”

Accounting Treatment (page 181)

NAI is the controlling stockholder of each of CBS and Viacom and therefore the merger is being accounted for as a transaction between entities under common control.

On August 13, 2019, NAI beneficially owned approximately 78.9% of the shares of CBS Class A common stock outstanding and approximately 79.8% of the shares of Viacom Class A common stock outstanding. Holders of CBS Class A common stock and Viacom Class A common stock are entitled to one vote per share with respect to all matters on which stockholders are entitled to vote. Holders of Class B common stock of each company do not have voting rights. Through the aforementioned voting interest, NAI is in a position to control the outcome of corporate actions of CBS and Viacom that require, or may be accomplished by, stockholder approval and therefore have the ability to control the direction of the business and affairs of CBS and Viacom. Additionally, as the controlling stockholder, NAI controls the outcome of the adoption of the merger agreement and the related approvals. Pursuant to the Support Agreement, the NAI Parties have agreed to execute and deliver (or cause to be executed and delivered) the NAI written consents promptly, and in any event within one business day, after the registration statement is declared effective by the SEC. The delivery of the NAI written consents will constitute receipt of stockholder approval for each of CBS and Viacom with respect to the adoption of the merger agreement and related approvals. See also the sections entitled “Governance Agreement,” “Support Agreement,” “Amendment to Settlement Agreement” and “Risk Factors—Risks Relating to ViacomCBS After the Closing—NAI, through its voting control of ViacomCBS, will be in a position to control actions that require stockholder approval.”

Upon the closing, the net assets of Viacom will be combined with those of CBS at their historical carrying amounts and the companies will be presented on a combined basis for all historical periods that the companies were under common control. Shares of ViacomCBS common stock issued to Viacom stockholders in exchange for the outstanding shares of Viacom common stock will be recorded at par value and historical weighted average basic and diluted shares of Viacom will be adjusted by the exchange ratio. Intercompany transactions between Viacom and CBS will be eliminated from all historical periods. Additionally, the historical fiscal year end of CBS is December 31, while the historical fiscal year end of Viacom is September 30. As set forth in the merger agreement, the fiscal year end of ViacomCBS will be December 31. Accordingly, the historical results of Viacom will be recalendarized to conform to CBS’ presentation.

Opinions of the CBS Special Committee’s Financial Advisors (page 120)

The CBS special committee retained Centerview and Lazard as its financial advisors in connection with the merger. In connection with this engagement, the CBS special committee requested that Centerview and Lazard evaluate the fairness, from a financial point of view, to the holders of the outstanding shares of CBS common stock (other than any shares of (1) CBS common stock held by NAI, NAI Entertainment or any other affiliate of CBS or Viacom and (2) CBS common stock held by CBS or any of its subsidiaries as treasury shares (which we collectively refer to in this section and in the summaries of Centerview’s and Lazard’s opinions under the section entitled “The Merger—Opinions of the CBS Special Committee’s Financial Advisors” as “Excluded Shares”) of the exchange ratio provided for pursuant to the merger agreement. On August 13, 2019, each of Centerview and Lazard rendered to the CBS special committee its oral opinion, which was subsequently confirmed by delivery of their respective written opinions dated August 13, 2019 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview and Lazard in preparing their respective opinions, the exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to the holders of the outstanding shares of CBS common stock (other than Excluded Shares).

The full text of the written opinion of each of Centerview and Lazard, each dated August 13, 2019, and each of which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing the applicable opinion, are included as Annex I and Annex J, respectively, and are incorporated herein by reference. Each of Centerview’s and Lazard’s financial advisory services and opinions were provided for the information and assistance of the CBS special committee (in the CBS special committee members’ capacities as such and not in any other capacities) in connection with and for purposes of its consideration of the merger and the opinions of Centerview and Lazard addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of the outstanding shares of CBS common stock (other than Excluded Shares) of the exchange ratio provided for pursuant to the merger agreement. The opinions of Centerview and Lazard did not address any other term or aspect of the merger agreement or the merger and do not constitute a recommendation to any CBS stockholder or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the merger or any other matter.

The full text of the written opinions of each of Centerview and Lazard should be read carefully in their entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing the applicable opinion.

Opinions of the Viacom Special Committee’s Financial Advisors (page 143)

Opinion of LionTree (page 143)

LionTree Advisors LLC (which we refer to as “LionTree”) was retained by the Viacom special committee to act as a financial advisor in connection with the merger. On August 13, 2019, LionTree rendered its oral opinion to the Viacom special committee (which was subsequently confirmed in writing) that, as of such date, the merger consideration to be received by the holders of Viacom Class A common stock and Viacom Class B common stock, taken in the aggregate, pursuant to the merger agreement, was fair, from a financial point of view, to such holders (other than CBS, NAI and their respective affiliates, which we refer to as the “excluded parties”), based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by LionTree in preparing its opinion.

LionTree’s opinion was provided to the Viacom special committee and only addressed the fairness, from a financial point of view, of the merger consideration to be received by the holders of Viacom Class A common stock and Viacom Class B common stock, taken in the aggregate, pursuant to the merger

agreement, to such holders (other than the excluded parties) (without giving effect to any impact of the merger on any particular stockholder of Viacom other than in its capacity as a holder of Viacom common stock). The summary of LionTree’s opinion in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex K to this joint consent solicitation statement/prospectus and incorporated herein by reference, and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by LionTree in preparing its opinion. However, neither LionTree’s opinion nor the summary of its opinion and the related analyses set forth in this joint consent solicitation statement/prospectus constitute a recommendation to any holder of Viacom common stock as to how such stockholder should vote or act on any matter relating to the merger or any other matter.

Opinion of Morgan Stanley (page 147)

Morgan Stanley & Co. LLC (which we refer to as “Morgan Stanley”) was retained by the Viacom special committee to act as a financial advisor in connection with the merger. On August 13, 2019, Morgan Stanley rendered its oral opinion to the Viacom special committee (which was subsequently confirmed in writing) that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be received by the holders of Viacom Class A common stock and Viacom Class B common stock, taken in the aggregate, pursuant to the merger agreement, was fair from a financial point of view to such holders (other than the excluded parties).

The full text of the written opinion, dated August 13, 2019, of Morgan Stanley, which describes, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken, is attached as Annex L to this document. The summary of Morgan Stanley’s opinion contained in this joint consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of the opinion.

Morgan Stanley provided its opinion to the Viacom special committee (in its capacity as such) for the benefit and use of the Viacom special committee in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. Morgan Stanley’s opinion does not in any manner address the prices at which the CBS common stock or the Viacom common stock will trade following the consummation of the merger or at any time, as applicable. Morgan Stanley’s opinion does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any related matter.

Interests of Executive Officers and Directors in the Merger

Interests of CBS’ Executive Officers and Directors in the Merger (page 158)

The executive officers and directors of CBS have interests in the merger that are different from, or in addition to, the interests of CBS stockholders generally. The CBS special committee and the members of the CBS board of directors who recommended that CBS stockholders entitled to vote adopt the merger agreement and approve the merger were aware of, and considered, these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the merger agreement and the merger, and in making the CBS board of directors’ recommendation that CBS stockholders entitled to vote adopt the merger agreement and approve the merger. Additional interests of the executive officers and directors of CBS in the merger include:

CBS stockholders should take these and other potential interests into account in deciding whether to deliver a written consent “FOR” the CBS proposals. See the sections entitled “The Merger—Interests of CBS’ Executive Officers and Directors in the Merger” and “The Merger Agreement—Covenants of the Parties” for a more detailed description of these interests.

Interests of Viacom’s Executive Officers and Directors in the Merger (page 166)

The executive officers and directors of Viacom have interests in the merger that are different from, or in addition to, the interests of Viacom stockholders generally. The Viacom special committee and the members of the Viacom board of directors who recommended that Viacom stockholders entitled to vote adopt the merger agreement and approve the merger were aware of, and considered, these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the merger agreement and the merger, and in making the Viacom board of directors’ recommendation that Viacom stockholders entitled to vote adopt the merger agreement and approve the merger. Additional interests of the executive officers and directors of Viacom in the merger include:

Viacom stockholders should take these and other potential interests into account in deciding whether to deliver a written consent “FOR” the Viacom proposals. See the sections entitled “The Merger—Interests of Viacom’s Executive Officers and Directors in the Merger” and “The Merger Agreement—Covenants of the Parties” for a more detailed description of these interests.

Governance Following Completion of the Merger (page 176)

Combined Company Name and Ticker Symbols

Following the effective time, the name of the combined company will be “ViacomCBS Inc.” and the Class A common stock and Class B common stock of the combined company will trade on NASDAQ under new ticker symbols “VIACA” and “VIAC,” respectively.

ViacomCBS Board of Directors

Under the merger agreement, CBS and Viacom have agreed to take all actions necessary to cause the ViacomCBS board of directors as of the effective time to consist of a total of 13 directors, comprised of:

If any of the foregoing Initial CBS Directors or Initial Viacom Directors, as of immediately prior to the effective time, (1) is not a director of CBS (in the case of an Initial CBS Director) or of Viacom (in the case of an Initial Viacom Director) who is unaffiliated with NAI, (2) fails to qualify as an “independent director” under the listing standards of NASDAQ and the applicable rules of the SEC or (3) declines to or is otherwise incapable of serving on the ViacomCBS board of directors for any reason, the CBS special committee (in the case of an Initial CBS Director) or the Viacom special committee (in the case of an Initial Viacom Director) will be entitled to select an alternative member of the ViacomCBS board of directors who is (i) both “independent” under NASDAQ and SEC rules and unaffiliated with NAI and, as of immediately prior to the effective time, serving on the CBS board of directors or the Viacom board of directors, as applicable, (ii) reasonably acceptable to the special committee of the other party and (iii) acceptable to NAI, and such director will become, upon appointment, an Initial CBS Director or an Initial Viacom Director, as applicable.

Following the effective time and generally during the first two years following the closing, the Governance Agreement will limit the ability of the NAI Parties to effect changes to the composition of the ViacomCBS board of directors. See the section entitled “The Merger—Governance Following Completion of the Merger—Governance Agreement.”

Committees

Pursuant to the merger agreement, the standing committees of the ViacomCBS board of directors will consist of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Under the merger agreement, each of CBS and Viacom have agreed to take all actions necessary such that, as of the effective time, (1) Ms. Byrne, an Initial CBS Director, will serve as the chair of the Audit Committee, (2) Mr. Goldner, an Initial CBS Director, will serve as the chair of the Compensation Committee and (3) Ms. Seligman, an Initial Viacom Director, will serve as the chair of the Nominating and Governance Committee, in each case, until his or her respective successor is fully elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the governing documents of ViacomCBS and applicable law.

Management of ViacomCBS

The A&R Bylaws will provide that, among other things, for a period of two years following the closing, unless the ViacomCBS board of directors adopts a resolution to the contrary that is approved by the Requisite Approval, the executive officers of ViacomCBS will include (1) Mr. Bakish, the current President and Chief Executive Officer of Viacom, who will serve as President and Chief Executive Officer of ViacomCBS, (2) Ms. Spade, the current Executive Vice President, Chief Financial Officer of CBS, who will serve as Executive Vice President, Chief Financial Officer of ViacomCBS, and (3) Ms. D’Alimonte, the current Executive Vice President, General Counsel and Secretary of Viacom, who will serve as Executive Vice President, General Counsel and Secretary of ViacomCBS. In addition, pursuant to the A&R Bylaws, for a period of 15 months following the closing with respect to Mr. Ianniello and for a period of two years following the closing with respect to Ms. Franco, unless the ViacomCBS board of directors adopts a resolution to the contrary that is approved by the Requisite Approval, Mr. Ianniello, the current President and Acting Chief Executive

Officer of CBS, will serve as Chairman and Chief Executive Officer of the CBS business of ViacomCBS and Ms. Franco, the current Executive Vice President, General Counsel of CBS, will serve as Executive Vice President and General Counsel of the CBS business of ViacomCBS.

Constituent Documents

As of the effective time, the CBS charter and the CBS bylaws will be amended and restated to read in their entirety as set forth on Annex G and Annex H to this joint consent solicitation statement/prospectus, respectively. Pursuant to the A&R Charter, the number of authorized shares of ViacomCBS Class A common stock will be decreased from 375 million to 55 million shares.

The A&R Charter and the A&R Bylaws will provide that, among other things, for a period of two years following the closing, unless the ViacomCBS board of directors adopts a resolution to the contrary that is approved by the Requisite Approval, (1) the number of directors constituting the entire ViacomCBS board of directors will be fixed at 13 members and (2) any vacancy on the ViacomCBS board of directors resulting from the departure of any Initial CBS Director or any Initial Viacom Director will be filled by a nominee approved by the Requisite Approval upon the recommendation of the Nominating and Governance Committee (acting by a majority vote) following customary public company practices. In addition, in order for the director filling such vacancy to constitute an Initial CBS Director or an Initial Viacom Director, a majority of the Initial CBS Directors then in office (or if there are no such Initial CBS Directors then in office, then at least 75% of the Unaffiliated Independent Directors) or a majority of the Initial Viacom Directors then in office (or if there are no such Initial Viacom Directors then in office, then at least 75% of the Unaffiliated Independent Directors), as applicable, must vote in favor of such person becoming an Initial CBS Director or an Initial Viacom Director, respectively. In the event of any vacancy on the ViacomCBS board of directors resulting from the departure of any NAI Affiliated Director, such vacancy may be filled by the ViacomCBS stockholders in accordance with the A&R Bylaws and A&R Charter.

As of the Effective Time, the A&R Bylaws will also provide that the approval of the ViacomCBS board of directors acting by the Requisite Approval will be required for the following:

In addition, consistent with the current Viacom charter and Viacom bylaws, the A&R Charter and the A&R Bylaws will prohibit ViacomCBS from entering into any agreement regarding, voting any shares or providing any consent in favor of, or consummating, any Paramount Transaction, without (1) the prior written consent of the holders of a majority of outstanding ViacomCBS Class A common stock and (2) the prior consent of at least 67% of the members of the ViacomCBS board of directors. “Paramount Transaction” means any of the following actions or events: to authorize, enter into, commit to or otherwise legally bind ViacomCBS and its subsidiaries taken as a whole to any transaction not in the ordinary course of business consistent with past practice (by joint venture, consortium, affiliation, agreement, guarantee, understanding or otherwise), for: (1) any sale, issuance, transfer, redemption, lien, encumbrance or other disposition (including, without limitation, by way of recapitalization, reclassification, dividend, distribution, merger, consolidation or otherwise) of (a) any shares of capital stock or ownership interest of Paramount or of any direct or indirect subsidiary of ViacomCBS involved with or supporting, in either case, in a material respect, ViacomCBS’ filmed entertainment business or any other business of Paramount (Paramount and each such subsidiary, a “Paramount Entity”), or (b) any options, warrants, convertible securities or other rights to purchase, acquire or encumber any shares of such capital stock or ownership interest of any Paramount Entity, in each case, to a party that is not ViacomCBS or any of ViacomCBS’ subsidiaries; or (2) any sale, transfer, license, lien, encumbrance or other disposition of any material asset of (a) any Paramount Entity or (b) the Paramount Entities taken as a whole, in each case, to a party that is not ViacomCBS or any of ViacomCBS’ subsidiaries.

Regulatory Approvals (page 179)

Under the merger agreement, it is a condition to each party’s obligation to effect the merger that certain U.S. federal or state regulatory requirements must be complied with or approvals must be obtained and certain non-U.S. regulatory clearances must be obtained. CBS and Viacom have determined that the merger is exempt from the premerger notification requirements of the HSR Act. As such, the merger is not subject to any filing requirements with U.S. federal competition authorities. The fact that a transaction is exempt from the requirements of the HSR Act does not preclude the U.S. Department of Justice or the U.S. Federal Trade Commission from investigating or seeking to enjoin the closing on the ground that it violates the United States antitrust laws.

CBS and Viacom can provide no assurance that regulators or other government agencies, including state attorneys general or private parties, will not initiate actions to challenge the merger before or after it is completed, and, if such an action or challenge is made, there can be no assurance as to its result. Private parties may also seek to take legal action under regulatory laws under some circumstances. Any such action or challenge to the merger could result in an administrative or court order enjoining the merger or in restrictions or conditions that would have a material adverse effect on ViacomCBS after the closing. In addition, even if all required regulatory and other governmental consents are obtained and the closing conditions are satisfied, no assurance can be given that any conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. The required regulatory and other governmental approvals are discussed under the section entitled “The Merger—Regulatory Approvals.”

No Solicitation (page 190)

Under the terms of the merger agreement, each of CBS and Viacom have agreed, until the earlier of the termination of the merger agreement and the effective time, not to, and to cause its subsidiaries not to, and to

instruct (and use its reasonable best efforts to cause) its and its subsidiaries’ respective representatives not to, directly or indirectly:

Notwithstanding these restrictions, if at any time prior to obtaining the applicable stockholder approval, CBS or Viacom receives an unsolicited acquisition proposal, and its board of directors or special committee determines in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal constitutes or is reasonably likely to lead to a superior proposal (as defined under the section entitled “The Merger Agreement—Covenants of the Parties—No Solicitation”), then such party may furnish information with respect to itself to, and participate in discussions or negotiations with, the person making such acquisition proposal.

CBS and Viacom have also each agreed to promptly notify the other party in the event that it receives an acquisition proposal and, subject to applicable law, to disclose to the other party the material terms and conditions of any such acquisition proposal and the identity of the person making such acquisition proposal and to keep the other party reasonably informed of any material developments with respect thereto.

Restrictions on Recommendation Withdrawal (page 191)

The merger agreement provides that, subject to the exceptions described below, none of the CBS board of directors, the CBS special committee, the Viacom board of directors or the Viacom special committee will (1) make an adverse recommendation change (as defined under the section entitled “The Merger Agreement—Covenants of the Parties—Adverse Recommendation Change; Superior Proposal Termination”) or (2) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement constituting an acquisition proposal.

Notwithstanding the foregoing, prior to obtaining the relevant stockholder approval, each of the CBS board of directors, the CBS special committee, the Viacom board of directors or the Viacom special committee, as applicable, may make an adverse recommendation change or effect a superior proposal termination (as defined under the section entitled “The Merger Agreement—Termination”) if, upon receiving an acquisition proposal, such board or special committee determines in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal constitutes a superior proposal; provided, however, that no such action may be taken unless (1) the acting party has given the other party at least five business days’ prior written notice (which notice attaches all material information and documentation), (2) the acting party has negotiated in good faith with the other party during such notice period, to the extent the other party wishes to negotiate, to enable the other party to propose a binding offer to revise the terms of the merger agreement, (3) following the end of such notice period, the board of directors or special committee of the acting party has considered in good faith any such binding offer from the other party and has determined that the superior proposal would continue to constitute a superior proposal if the revisions proposed in such binding offer are given effect and (4) in the event of any material change to the material terms of such superior proposal, the acting party has delivered to the other party an additional notice and provided an additional notice period of at least three business days.

In addition, prior to obtaining the relevant stockholder approval, each of the CBS board of directors, the CBS special committee, the Viacom board of directors or the Viacom special committee, as applicable, may make an adverse recommendation change in response to an intervening event (as defined under the section entitled “The Merger Agreement—Covenants of the Parties—Adverse Recommendation Change; Superior Proposal Termination”) if such board or special committee determines in good faith, after consultation with its outside legal counsel, that the failure to take such action in response to such intervening event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, subject to corresponding notice and match period requirements.

Conditions to Completion of the Merger (page 195)

The respective obligations of CBS and Viacom to effect the merger are subject to the satisfaction, or (to the extent permitted by law) waiver by CBS and Viacom (as applicable), at or prior to effective time of the following conditions:

The obligation of CBS to effect the merger is subject to the satisfaction, or waiver by CBS, at or prior to the effective time of the following additional conditions:

The obligation of Viacom to effect the merger is subject to the satisfaction, or waiver by Viacom, at or prior to the effective time of the following additional conditions:

Closing (page 183)

Unless the merger agreement is terminated, as described in the section entitled “The Merger Agreement—Termination,” the closing will occur on the second business day after the satisfaction or waiver (to the extent permitted by law) of the closing conditions described in the section entitled “The Merger Agreement—Conditions to Completion of the Merger” (other than those conditions that by their nature are to be satisfied at the closing but subject to the satisfaction or, to the extent permitted by law, waiver of such conditions), or at such other date as agreed to in writing by the parties to the merger agreement.

Termination of the Merger Agreement (page 197)

The merger agreement may be terminated and the merger abandoned at any time prior to the effective time (except as provided below, whether before or after receipt of the CBS stockholder approval with respect to the

CBS merger agreement proposal and the CBS stock issuance proposal or the Viacom stockholder approval with respect to the Viacom merger agreement proposal) by mutual written consent of CBS and Viacom or as follows:

Termination Fees; Expenses (page 199)

All fees and expenses incurred in connection with the merger will be the obligation of the party incurring such fees and expenses, except CBS and Viacom will each bear and pay one-half of the expenses incurred in connection with (1) the filing, printing and mailing of this joint consent solicitation statement/prospectus and (2) filing fees related to the merger and the merger agreement under applicable antitrust or competition laws.

In addition, if the merger agreement is terminated under certain circumstances, CBS will be required to pay Viacom a termination fee of $560,000,000. This termination fee will be payable:

If the merger agreement is terminated under certain circumstances, Viacom will be required to pay CBS a termination fee of $373,000,000. This termination fee will be payable:

See the sections entitled “The Merger Agreement—Effect of Termination” and “The Merger Agreement—Termination Fees; Expenses.”

Material U.S. Federal Income Tax Consequences of the Merger (page 252)

The obligations of CBS and Viacom to complete the merger are conditioned upon the receipt by each of CBS and Viacom of an opinion of its respective outside counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Provided the merger qualifies as a “reorganization,” U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences”) of shares of Viacom common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the receipt of ViacomCBS common stock in exchange for Viacom common stock in the merger (other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of ViacomCBS common stock).

The material U.S. federal income tax consequences of the merger are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences.” The discussion of the material U.S. federal income tax consequences contained in this joint consent solicitation statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state, or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

All Viacom stockholders should consult their own tax advisors as to the specific tax consequences to them of the merger, including the applicability and effect of any U.S. federal, state, local, non-U.S. and other tax laws.

No Appraisal or Dissenters’ Rights (page 251)

Viacom stockholders and CBS stockholders are not entitled to appraisal rights under Delaware law in connection with the merger. See the section entitled “The Merger–No Appraisal or Dissenters’ Rights.”

Comparison of Stockholder Rights and Corporate Governance Matters (page 226)

Upon the closing, Viacom stockholders will become stockholders of ViacomCBS, and their rights will be governed by Delaware law and the governing corporate documents of ViacomCBS as amended and restated in connection with the closing, as set forth in the A&R Charter and A&R Bylaws which are included as Annex G and Annex H to this joint consent solicitation statement/prospectus, respectively. The differences between the governing corporate documents of CBS and Viacom that are currently in effect and the governing documents of ViacomCBS that will be in effect immediately following the closing are described in detail in the section entitled “Comparison of Stockholder Rights.”

Litigation Relating to the Merger (page 182)

On September 27, 2019, Bucks County Employees Retirement Fund (which we refer to as the “Bucks County Fund”), a purported holder of CBS Class B common stock, served CBS with a demand for inspection of books and records pursuant to 8 Del. C. § 220 (which we refer to as the “Demand”). While CBS has not conceded the Bucks County Fund’s entitlement to any documents, on October 10, 2019, CBS offered to produce certain categories of documents properly within the scope of a books and records demand under § 220. The Bucks County Fund rejected CBS’ offer and filed litigation in the Court of Chancery of the State of Delaware on October 15, 2019, seeking to compel production of all documents requested in the Demand.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CBS

The following selected historical consolidated financial data is derived from CBS’ consolidated financial statements as of and for each of the years ended December 31, 2018, 2017, 2016, 2015 and 2014 and consolidated financial statements as of and for the six months ended June 30, 2019 and 2018. In the opinion of CBS’ management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results for the interim periods.

The information set forth below is only a summary that you should read together with the historical audited consolidated financial statements of CBS and the related notes, as well as the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Condition” contained in CBS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018, along with the unaudited consolidated financial statements of CBS contained in CBS’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 that CBS previously filed with the SEC and that are incorporated by reference into this joint consent solicitation statement/prospectus. Historical results are not necessarily indicative of any results to be expected in the future. See the section entitled “Where You Can Find More Information.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF VIACOM

The following selected historical consolidated financial data is derived from Viacom’s consolidated financial statements as of, and for each of, the years ended September 30, 2018, 2017, 2016, 2015 and 2014 and condensed consolidated financial statements as of and for the nine months ended June 30, 2019 and 2018. In the opinion of Viacom’s management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results for the interim periods.

The information set forth below is only a summary that you should read together with the historical audited consolidated financial statements of Viacom and the related notes, as well as the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Viacom’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018, along with the unaudited condensed consolidated financial statements of Viacom contained in Viacom’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 that Viacom previously filed with the SEC and that are incorporated by reference into this joint consent solicitation statement/prospectus. The unaudited consolidated financial statements of Viacom have been prepared on the same basis as the audited financial statements of Viacom, except for the October 1, 2018 adoption of ASC Topic 606—Revenue from Contracts, ASU 2016-16—Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory, ASU 2016-01—Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities and ASU 2017-07—Compensation—Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period. Historical results are not necessarily indicative of any results to be expected in the future. For more information, see the section entitled “Where You Can Find More Information.”

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following selected unaudited pro forma condensed combined financial data gives effect to the merger. The unaudited pro forma condensed combined statements of operations data is presented as if the merger had occurred on January 1, 2016. The unaudited pro forma condensed combined balance sheet data at June 30, 2019 is presented as if the merger had occurred on June 30, 2019. The selected unaudited pro forma condensed combined financial data is derived from, and should be read in conjunction with, the section entitled “ViacomCBS Inc. Unaudited Pro Forma Condensed Combined Financial Statements” and accompanying notes elsewhere in this joint consent solicitation statement/prospectus. The selected unaudited pro forma condensed combined financial data has been derived from CBS’ and Viacom’s respective historical consolidated financial statements. The historical fiscal year end of CBS is December 31. The historical fiscal year end of Viacom is September 30. As set forth in the merger agreement, the fiscal year end of ViacomCBS will be December 31. Accordingly, in order to present the pro forma results of ViacomCBS on a December 31 fiscal year-end basis, the historical results of Viacom were recalendarized to conform to CBS’ presentation.

The selected unaudited pro forma condensed combined financial data is presented for illustrative purposes only and does not necessarily reflect the operating results or financial position that would have occurred if the merger had been consummated on the dates indicated, nor is it necessarily indicative of the results of operations or financial condition that may be expected for any future period or date. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity. In addition, the data does not give effect to revenue synergies, operating efficiencies or cost savings that may be achieved with respect to the combined company. Actual results may differ materially from the assumptions within the accompanying selected unaudited pro forma condensed combined financial data.

ViacomCBS Selected Unaudited Pro Forma Condensed Combined Statements of Operations Data

(in millions, except per share amounts)

ViacomCBS Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data

(in millions)

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL DATA

The following table sets forth selected historical per share data of CBS and Viacom and unaudited pro forma per share financial data after giving effect to the merger. The CBS historical data has been derived from and should be read together with: (1) CBS’ unaudited consolidated financial statements and related notes contained in CBS’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2019; and (2) CBS’ audited consolidated financial statements and accompanying notes contained in CBS’ Annual Report on Form 10-K for the year ended December 31, 2018, which are each incorporated by reference into this joint consent solicitation statement/prospectus. The Viacom historical data has been derived from, and should be read together with, (1) Viacom’s unaudited consolidated financial statements and accompanying notes contained in Viacom’s Quarterly Reports on Form 10-Q for the following periods: (i) the quarter ended June 30, 2019; (ii) the quarter ended December 31, 2018; and (iii) the quarter ended December 31, 2017, and (2) Viacom’s audited consolidated financial statements and accompanying notes contained in Viacom’s Annual Report on Form 10-K for the year ended September 30, 2018, which are each incorporated by reference into this joint consent solicitation statement/prospectus. The unaudited pro forma per share financial data has been derived from, and should be read in conjunction with, the section entitled “ViacomCBS Inc. Unaudited Pro Forma Condensed Combined Financial Statements” and accompanying notes included in this joint consent solicitation statement/prospectus. The unaudited pro forma per share financial data is presented as if the merger had been completed on January 1, 2016, for basic and diluted net earnings per share data, and June 30, 2019 for book value per share data. The historical fiscal year end of CBS is December 31. The historical fiscal year end of Viacom is September 30. As set forth in the merger agreement, the fiscal year end of ViacomCBS will be December 31. Accordingly, in order to present the Viacom historical per share data and the pro forma per share data of ViacomCBS on a December 31 fiscal year-end basis, the historical results of Viacom were recalendarized to conform to CBS’ presentation.

The unaudited pro forma per share financial data is provided for illustrative purposes only and does not necessarily reflect the operating results or financial position that would have occurred if the merger had been consummated on the dates indicated, nor is it necessarily indicative of the results of operations or financial condition that may be expected for any future period or date. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity. In addition, the data does not give effect to revenue synergies, operating efficiencies or cost savings that may be achieved with respect to the combined company. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma per share financial data.

COMPARATIVE PER SHARE MARKET PRICE INFORMATION

The table below sets forth, for the calendar quarters indicated, the intra-day high and low sales prices per share, as well as the dividend paid per share, of CBS Class A common stock, which trades on the NYSE under the symbol “CBS.A,” and Viacom Class A common stock, which trades on NASDAQ under the symbol “VIA.”