Item 8.01 Other Events.

On May 12, 2020, ViacomCBS Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the underwriters named in Schedule 1 thereto, pursuant to which the Company agreed to issue and sell $1,000,000,000 aggregate principal amount of its 4.200% Senior Notes due 2032 (the "2032 Notes") and $1,000,000,000 aggregate principal amount of its 4.950% Senior Notes due 2050 (the "2050 Notes" and, together with the 2032 Notes, the "Notes").

The offering is being made pursuant to the Company's automatic shelf registration statement on Form S-3 dated March 27, 2020 (No. 333-237426) filed with the Securities and Exchange Commission (the "Registration Statement"). The Company is filing this Current Report on Form 8-K to file with the Securities and Exchange Commission the Underwriting Agreement related to the issuance of the Notes, which by this filing is hereby incorporated by reference into the Registration Statement.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1.

Item 9.01 Financial Statements and Exhibits.




(d)    Exhibits. The following exhibits are filed as part of this Report on Form
8-K:

 Exhibit
   No.           Description of Exhibit

   1.1             Underwriting Agreement, dated May 12, 2020, among ViacomCBS Inc.
                 and Citigroup Global Markets Inc., Deutsche Bank Securities Inc.,
                 J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as
                 representatives of the underwriters named in Schedule 1 thereto.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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