CBS : Filing of certain prospectuses and communications in connection with business combination transactions

Item 1.01

Entry Into a Material Definitive Agreement.

Agreement and Plan of Merger

On August 13, 2019, CBS Corporation, a Delaware corporation ('CBS' or the 'Company'), entered into an Agreement and Plan of Merger (the 'Merger Agreement') with Viacom Inc., a Delaware corporation ('Viacom'). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Viacom will merge with and into CBS (the 'Merger'), with CBS surviving as the surviving corporation (the 'Surviving Corporation'). At the effective time of the Merger (the 'Effective Time'), the name of the Surviving Corporation will be changed to ViacomCBS Inc.

The Merger Agreement and the transactions contemplated thereby were approved by the unanimous vote of those members of CBS' Board of Directors (the 'CBS Board') present (each of whom is unaffiliated with National Amusements, Inc., a Maryland corporation and a controlling stockholder of each of CBS and Viacom ('NAI')), acting upon the unanimous recommendation of a special transaction committee composed of independent directors of the CBS Board, and by the unanimous vote of those members of Viacom's Board of Directors (the 'Viacom Board') present (each of whom is unaffiliated with NAI), acting upon the unanimous recommendation of a special transaction committee composed of independent directors of the Viacom Board. More than two-thirds of the members of the CBS Board unaffiliated with NAI (and all of those unaffiliated directors who voted on the transaction) have approved the transaction, as required in order to permit NAI to consent to the transaction under the terms of the settlement and release agreement that was entered into among CBS, NAI, NAI Entertainment Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of NAI ('NAI Entertainment' and, together with NAI, the 'NAI Parties') and certain other parties on September 9, 2018 (the 'Settlement Agreement').

At the Effective Time, (1) each share of Class A common stock, par value $0.001 per share, of Viacom ('Viacom Class A Common Stock') issued and outstanding immediately prior to the Effective Time, other than shares held by Viacom as treasury shares or held by CBS, will be converted automatically into 0.59625 shares of Class A common stock, par value $0.001 per share, of CBS ('CBS Class A Common Stock') and (2) each share of Class B common stock, par value $0.001 per share, of Viacom issued and outstanding immediately prior to the Effective Time, other than shares held by Viacom as treasury shares or held by CBS, will be converted automatically into 0.59625 shares of Class B common stock, par value $0.001 per share, of CBS ('CBS Class B Common Stock' and together with CBS Class A Common Stock, 'CBS Common Stock').

No fractional shares of CBS Common Stock will be issued in the Merger, and the stockholders of Viacom will receive cash in lieu of any fractional shares of CBS Common Stock. Each share of CBS Class A Common Stock and each share of CBS Class B Common Stock issued and outstanding immediately prior to the Effective Time will remain an issued and outstanding share of CBS Class A Common Stock and CBS Class B Common Stock, respectively, and will not be affected by the Merger.

At the Effective Time, each Viacom equity award outstanding immediately prior to the Effective Time will be converted automatically into the same type of award with respect to CBS Common Stock, generally on the same terms and conditions, but after providing that (1) the number of shares subject to, and, if applicable, the exercise price of, an award will be adjusted in order to preserve the value of the award following the Merger, (2) all performance conditions will be measured based on the attainment of actual performance if the performance period has been completed prior to the Effective Time, and otherwise at target performance, and (3) awards held by non-employeedirectors who will not serve on the board of directors of the Surviving Corporation (the 'Surviving Corporation Board') will vest immediately prior to the Effective Time.

At the Effective Time, each CBS equity award outstanding immediately prior to the Effective Time will continue to remain outstanding as a stock-based award of CBS and will not be affected by the Merger except that (1) all performance conditions will be measured based on the attainment of actual performance if the performance period has been completed prior to the Effective Time, and otherwise at target performance and (2) awards held by non-employeedirectors who will not serve on the Surviving Corporation Board will vest immediately prior to the Effective Time.

Governance Matters

The Merger Agreement provides that, among other things, as of the Effective Time, (1) Robert M. Bakish, the current President and Chief Executive Officer of Viacom, will serve as President and Chief Executive Officer of the Surviving Corporation, (2) Joseph R. Ianniello, the current President and Acting Chief Executive Officer of CBS, will serve as Chairman and Chief Executive Officer of the CBS business of the Surviving Corporation, (3) Christina Spade, the current Executive Vice President, Chief Financial Officer of CBS, will serve as Executive Vice President, Chief Financial Officer of the Surviving Corporation, and (4) Christa A. D'Alimonte, the current Executive Vice President, General Counsel and Secretary of Viacom, will serve as Executive Vice President, General Counsel and Secretary of the Surviving Corporation. As of the Effective Time, Mr. Ianniello and Mses. D'Alimonte and Spade will report to Mr. Bakish.

The Merger Agreement further provides that, as of the Effective Time, the Surviving Corporation Board will consist of thirteen members, comprised of (1) six directors of CBS in office as of immediately prior to the Effective Time (together

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