VIACOMCBS INC. (Exact Name of Registrant As Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021

VIACOMCBS INC. (Exact name of registrant as specified in its charter)

Delaware 001-09553 04-2949533 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) IdentificationNumber)

1515 Broadway New York, New York 10036 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 258-6000

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Trading Name of each exchange Title of each class Symbols on which registered Class A Common Stock, $0.001 par value VIACA The Nasdaq Stock Market LLC Class B Common Stock, $0.001 par value VIAC The Nasdaq Stock Market LLC 5.75% Series A Mandatory Convertible Preferred Stock, $0.001 par value VIACP The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On May 6, 2021, ViacomCBS Inc. issued a press release announcing earnings for the first quarter ended March 31, 2021. A copy of the press release is furnished herewith as Exhibit 99 and is incorporated by reference herein in its entirety.

The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit Number Description of Exhibit 99 Press release of ViacomCBS Inc., dated May 6, 2021, announcing earnings for the first quarter ended March 31, 2021. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VIACOMCBS INC.

By: /s/ Christa A. D’Alimonte Name: Christa A. D’Alimonte Title: Executive Vice President, General Counsel and Secretary

Date: May 6, 2021 Exhibit 99

AddedVIACOMCBS 6M Global REPOR StreamingTS Q1 Subscribers 2021 EARNINGS to Reach RESUL 36M TTSotal Drove Streaming Robust Subscribers Global Streaming in the Quarter Revenue, and Growth, Increased up 65%Global Year Pluto-Over TV-Y MAUsear, Fueled by 6M by toStrong Reach Increases Nearly 50M in Users Global and MAUs Product Delivered Monetization 69% theYear Continued-Over-Year Domestic Growth inGrowth Streaming and International Subscription ExpansionRevenue, Drivenof Pluto by TV the Increased Significant Advertising Momentum Revenue of Paramount+ 21% Year Generated-Over-Year 62% and Y Afearfiliate-Over Revenue-Year Growth 5% Y inear Streaming-Over-Year Advertising, Both Exclude Revenue, Streaming Reflecting MARevenueY 6, 2021 Achieved † Non-GAAP Strong T otalmeasures Company are detailedGrowth inin theRevenue, Supplemental Operating Disclosures Income, Adjusted at the end OIBDA, of this release. as well *Duringas Reported the fourthand Adjusted quarter Dilutedof 2020, Earnings ViacomCBS Per Share entered EARNINGS into an agreement PRESS toRELEASE sell Simon | & GAAPSchuster 2021, which 2020 was B/(W) previously % Revenues reported $ 7,412as the $ Publishing 6,499 14 % segment. Operating Simon income & Schuster 1,528 902 has 69 been Net presented earnings fromas a discontinued continuing operations operation attributablein the company’ to ViacomCBSs consolidated 899 financial 501 79 Diluted statements EPS for from all continuingperiods. continuingoperations attributableoperations attributable to ViacomCBS to V iacomCBS1.42 0.81 75 961 Operating 690 39 Adjustedcash flow diluted from continuing EPS from operationscontinuing $operations 1,651 $ 357 attributable 362 % Non-GAAP† to ViacomCBS Adjusted 1.52 1.12 OIBDA 36 Free $ 1,627 cash $ flow 1,245 $ 1,58931 % Adjusted$ 306 419 net % earningsQ1 2021 from strongRESUL consumerTS* STA TEMENTresponse we FROM have Inseen Q1, is weevident accelerated in today’ ours numbersexpansion – inwe streaming have grown with global the launch streaming of Paramount+ revenue 65 furtherpercent enhancing year-over -yearViacomCBS’ and we added ecosystem 6M global of premium, streaming pay subscribers, and free services. driven Theby ourParamount+, differentiated to reach offerings, 36M streaming as well as subscribers our opportunities globally for. In growth addition, through we now Paramount+, have almost as we50M continue global Plutoto ramp TV the MAUs. availability Our early of live momentum sports, original in streaming series isand a testamentblockbuster to moviesthe breadth over and the relevancecourse of ofthe deliveryear. V iacomCBSfor our partners also achievedglobally. another“ ” BOB strong BAKISH quarter President of results & CEOin our QUAR advertisingTER ENDED and affiliate MARCH businesses, 31 $ IN which MILLIONS, continue EXCEPT to demonstrate PER SHARE the extraordinary AMOUNTS power of our company to reach audiences and partiallyREVENUE offset BY by TYPE lower Advertising linear impressions. revenue, Afwhichfiliate excludes revenue, streaming which excludes revenue, streaming grew 21% revenue, year-over increased-year, driven 5% year by-over CBS’-year broadcasts, reflecting of Super higher Bowl reverse LV compensationand NCAA Tournament and retransmission games, which fees, aswere well as Plutoexpanded TV, Paramount+distribution, partiallyand other of digitalfset by video a decline platforms. in cable Streaming subscribers. subscription Streaming revenue revenue grew rose 69% 65% year year-over-over-year-year:, reflecting Streaming 63% advertising growth in revenue global grewstreaming 62% subscribers.year-over-year VIACOMCBS, driven by advertising Q1 2021 on 167EARNINGS (166) (99) 2021 Licensing 2020 $ and B/(W) other % 1,839Advertising 1,651 188$ 2,681 11 T $otal 2,219 Revenues $ 462 21$ 7,412 % Af filiate$ 6,499 2,075 $ 913 1,968 14 % 107 QUAR 5 StreamingTER ENDED 816 494 MARCH 322 65 31 Advertising $ IN MILLIONS 428 265 OVER 163 62VIEW Subscription OF Q1 REVENUE388 229 159 GLOBAL 69 Theatrical 1 GlobalSTREAMING 36M PLUT HIGHLIGHTSO TV MAUs STREAMING Global 50M 6M+65% Nearly REVENUE YOY YOY +69% YOY STREAMING 6M +21% ADVER SUBSCRIPTIONTISING REVENUE* REVENUE YOY +62% +5% STREAMING AFFILIATE ADVER REVENUE*TISING YOY REVENUE *Excludes 2 STREAMING streaming revenue SUBSCRIBERS Global specials,streaming including subscribers the roseSuper to Bowl,36M in NCAA Q1, adding Tournament, 6M subscribers. UEFA Champions Subscriber League, additions Oprah in the with quarter Meghan were and led Harryby Paramount+. and The Grammy On Paramount+, Awards, as the well biggest as kids’ drivers content, of sign-ups including were programming live sports and from the Paramount+SpongeBob universesubscriber and engagement. iCarly, and Globallyoriginal programming,, Nickelodeon programmingincluding The wasStand a significantand Star T rek:driver Discovery of sign-ups. Original and engagement programming, on Paramount+. content from SHOWTIME cable brands andOTT Paramount delivered itsmovies best quarterdrove almost ever in half of Plutosign-ups, TV streamsMAUs grew and hours both domesticallywatched, driven and by internationally originals, including. Pluto TV Your international Honor and expansionShameless, continued, as well as launching theatricals. in Global France Pluto in Q1. TV MAUs rose to nearly 50M, adding 6M global MAUs in the quarter. z REPORTING SEGMENTS TV ENTERTAINMENT 3 THE #1 BROADCAST NETWORK IN PRIME Source: Based on Live+7 P2+ impressions; series claims based on new episodes only for 1Q’21. mainlyIn Q1, CBSdriven was by the CBS’ most-watched broadcasts ofnetwork tentpole in sportingPrime, Daytime events and and subscriber Late Night growth and claimed at Paramount+, the quarter partially’s top broadcast offset by program, the timing top of 3 licensing. dramas, top Advertising 5 comedies revenue, and top which news excludesmagazine. streaming Revenue revenue, grew 19% revenue,increased grew 40% 1year1% -overyear-over-year-year, reflecting, driven CBS’ by growth broadcasts in reverse of Super compensation Bowl LV and and NCAA retransmission Tournament fees. games, Streaming partially revenue offset rose by 58%, lower primarily linear impressions. due to subscriber Affiliate growth revenue, at Paramount+ which excludes and Superstreaming Bowl LV reflectingdigital advertising. the company’ Licensings investments and other in revenue Paramount+. decreased #1 BROADCAST 17% due to a lowerSERIES volume VIACOMCBS of licensing Q1 principally 2021 EARNINGS from COVID-related 2021 2020 $ productionB/(W) % Revenue delays. Adjusted$ 3,511 $ OIBDA 2,947 $ decreased564 19 % Advertising22% year-over 1,807-year, ENDED1,288 519 MARCH 40 Affiliate 31 $ 693 IN MILLIONS623 70 11 Streaming TV ENTER 322T AINMENT204 118 58 LicensingCABLE NETWORKS and other 689 FILMED 832 (143) ENTER (17) ExpensesTAINMENT 3,062 T 2,374OP 5 COMEDIES(688) (29) Adjusted #1 NEWS OIBDA MAGAZINE $ 449 $ 573TOP $ 3(124) DRAMAS (22) % The QUAR EqualizerTER #1 Season-to-DateThe Equalizer / #2(Sept-April) NCIS / #3 FBI #1 Young Sheldon / #2 The Neighborhood / #3 Mom / #4 Bob Hearts Abishola / #5 B Positive 60 Minutes Based on Live+7 P2+ impressions; true for both 1Q’21 &

In Q1, ViacomCBS owned the most top 30 cable networks among P2+ and P18-49 and more top 30 kids’ series than any other cable family; Showtime had the top 2 scripted shows on premium cable. revenue,Revenue decreasedincreased 14%7% year year-over-over-year-year, ,lar drivengely becauseby growth of ain decline licensing, in domestic as well as advertising, higher streaming partially advertising offset by higherand streaming international subscription advertising. revenue. Affiliate Advertising revenue, revenue, which excludes which excludes streaming streaming revenue, grew growth3% yearover from -Pluto year, TVreflecting and other expanded digital distributionvideo platforms, and contractual as well as growth rate increases, in subscribers partially for of subscriptionfset by linear streaming subscriber services, declines. including Streaming SHOWTIME revenue grew OTT 70%, BET+ year -overand Noggin.-year, fueled Licensing by advertising and other revenuerevenue increased 1%82% due year to-over higher-year participations,, driven by the which licensing were ofsubstantially programming offset to Paramount+by lower advertising and third expenses parties. Adjusted from the OIBDAbroadcast increased of fewer 49% original year programs,-over-year andas a savingsresult of from the increaserestructuring in revenue. activities. Expenses Live+7REPOR impressionsTING SEGMENTS for K2-1 (CONT1; new .)episodes CABLE only NETWORKS, reflects programs ViacomCBS with 3+Cable T/C. Nets: Excludes Total Daysports/WWE C3 impressions and news. for 15+P2+/P18-49; min. program Excludes duration. Spanish-Language Showtime: Live+7 Networks. P2+ impressions; ViacomCBS new Cable episodes Series: Af(minimumfiliate 1,382 of 3 1,345episodes 37 3in Streaming quarter); #1 494 Y our290 Honor 204 70, #2 Licensing Shameless. and 4other VIACOMCBS 505 278 227 Q1 82 2021 Expenses EARNINGS 2,075 2,064 2021 (120201) (1) $ B/(W)Adjusted % RevenueOIBDA $ $ 1,184 3,259 $ $ 794 2,858 $ 390 $ 401 49 14% %QUAR AdvertisingTER ENDED 878 945 MARCH (67) (7) 31 $ SCRIPTEDIN MILLIONS SERIES NETWORKS #1 Your HonorINTERNA #2 ShamelessTIONAL MOST TOP 30 CABLE NETWORKS P2+ & P18-49 MORE TOP 30 KIDS’ SERIES THAN ANY OTHER CABLE FAMILY TOP 2 PREMIUM reductionRevenue grew in capacity 23% year of movie-over-year theaters, reflecting in response growth to inCOVID-19. licensing revenuesLicensing partially and other of fsetrevenue by a increaseddecline in 55%theatrical year-over revenue.-year Theatrical because of revenue higher revenuewas immaterial from the in licensing the quarter of asprogramming a result of the to Paramount+closure or includedand third higherparties, distribution as well as revenuecosts associated from the withlicensing theatrical of Miramax releases titles. during Adjusted the first OIBDAquarter ofincreased 2020. REPOR $177 millionTING SEGMENTSprimarily due (CONT to higher.) † licensing Non-GAAP revenue, measures compared are detailed to the priorin the-year Supplemental period, which MarchDisclosures 31, 2021, at the the end company of this release. had $5.5B BALANCE of cash on SHEET its balance & LIQUIDITY sheet and a In committed Q1, ViacomCBS $3.5B revolving generated credit $1.7B facility of operating that remains cash flow undrawn. from continuingIn March, VoperationsiacomCBS and completed $1.6B of the free early cash redemption flow†. As ofof $1.7Bsenior $1.6Bnotes maturing Q1 Operating in 2022 Cash and Flow 2023 from for a Continuing total $2.0B. Operations In March, Q1the Freecompany Cash alsoFlow raised † $5.5B $2.7B $3.5B of capital Cash on through Balance an Sheetoffering Undrawn of Class Revolving B common Credit stock Facility and mandatory FILMED convertible ENTERTAINMENT preferred stock. 5 $VIACOMCBS 204 $ 27 $ 177 Q1 656 2021 % QUAREARNINGSTER ENDED 2021 2020 MARCH $ B/(W) 31 % $ INRevenue MILLIONS $ 997 $ 811 $ 186 23 % Theatrical 1 167 (166) (99) Licensing and other 996 644 352 55 Expenses 793 784 (9) (1) Adjusted OIBDA itsViacomCBS portfolio includes (NASDAQ: CBS, VIAC; Showtime VIACA) Networks, is a leading Paramount global Pictures, media and Nickelodeon, entertainment MTV company, Comedy that Central, creates BETpremium, Paramount+, content and Pluto experiences TV and Simon for audiences & Schuster worldwide., among others.Driven Theby iconic company consumer delivers brands, the videolargest products, share of theViacomCBS U.S. television provides audience powerful and capabilities boasts one ofin theproduction, industry’ distributions most important and advertising and extensive solutions libraries for ofpartners TV and on film five titles. continents. In addition For more to of feringinformation innovative about streaming ViacomCBS, services please and visit digital resultswww.viacomcbs.com and performance. and All follow statements @ViacomCBS that are noton socialstatements platforms. of historical VIAC-IR fact This are, communicationor may be deemed contains to be, bothforward-looking historical and statements forward-looking within the statements, meaning includingof the Private statements Securities related Litigation to our futureReform futureAct of results1995. Similarlyand events;, statements generally that can describebe identified our objectives, by the use plansof statements or goals thatare orinclude may be phrases forward-looking such as “believe,” statements. “expect,” These “anticipate,” forward-looking “intend,” statements “plan,” reflect “foresee,” our current “likely expectations,” “will,” “may concerning,” “could,” achievements“estimate” or otherto be similardifferent words from orany phrases; future results,and involve performance known and or achievementsunknown risks, expressed uncertainties or implied and other by these factors statements. that are dif Theseficult risks, to predict uncertainties and which and may other cause factors our include,actual results, among performance others: changes or in measurementconsumer behavior and advertising, as well as market evolving conditions; technologies, our ability distribution to maintain platforms attractive and packaging; brands and the our impact reputation, on our and advertising to offer popular revenues programming of changes in and consumers’ other content; content increased viewership, costs deficienciesfor programming, in audience films lossesand other due rights; to asset competition impairment for char content,ges for audiences, goodwill, advertisingintangible assets, and distribution; FCC licenses the and potential programming; for loss of the carriage risks and or othercosts associatedreduction in with or thethe impactintegration of negotiations of the CBS for Corporation the distribution and V ofiacom our content;Inc. risks;businesses content and infringement; investments inthe new impact businesses, of COVID-19 products, (and services other widespread and technologies, health emerincludinggencies our or streaming pandemics) initiatives; and measures evolving taken business in response continuity thereto;, cybersecurity domestic and, privacy global and political, data protection economic and and/or similar interestregulatory arising factors from affecting our ownership our businesses structure generally; with a controlling liabilities relatedstockholder; to discontinued and other factorsoperations described and former in our businesses; news releases the andloss filingsof key withtalent the and Securities strikes and and other Exchange union Commission,activity; potential including conflicts but ofnot arelimited not necessarilyto our most known.recent Annual The forward-looking Report on Form statements 10-K and included reports onin Formthis communication 10-Q and Form are 8-K. made There only may as of be the additional date of thisrisks, communication, uncertainties and and factors we do thatnot weundertake do not anycurrently obligation view toas publiclymaterial updateor that ABOUTany forward-looking VIACOMCBS statements to reflect subsequent events or circumstances. CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS VIACOMCBS Q1 2021 EARNINGS 6 7 CONTACTS VIACOMCBS Q1 2021 EARNINGS PRESS INVESTORS Justin Dini Executive Vice President, Corporate Communications (212) 846-2724 [email protected] Peter Collins PranitaVice President, Sookai DirectorCorporate, Corporate Communications Communications (917) 826-4182 (718) 316-2182 [email protected] [email protected] Justin Blaber Anthony Senior DiClementeDirector, Corporate Executive Communications Vice President, (646) Investor 823-6616 Relations [email protected] (917) 796-4647 [email protected]@viacomcbs.com Jaime Morris Vice President, Investor Relations (646) 824-5450 [email protected] Robert Amparo Manager, Investor Relations (347) 223-1682 VIACOMCBS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited; in millions, except per share amounts) Quarter Ended March 31, 2021 2020 Revenues $ costs7,412 and$ 6,499 expenses Costs 5,884 and expenses: 5,597 Operating Operating income 4,363 1,528 3,956 902 Selling, Interest general expense and (259) administrative (241) Interest 1,422 income 1,298 13Depreciation 14 Loss on and extinguishment amortization of99 debt 112 (128)Restructuring — Other and items, other net corporate 1 (28) Earnings matters from— 231 continuing Total continuingoperations beforeoperations income 911 taxes504 Net and earnings equity in from loss discontinuedof investee companies operations, 1,155 net of647 tax Provision 12 15 Net for earnings income (V taxesiacomCBS (226) (134) and noncontrollingEquity in loss of interests) investee 923 companies, 519 Net earningsnet of tax attributable (18) (9) Net to earnings noncontrolling from operations,interests (12) net (3) of Net tax earnings12 15 Net attributable earnings attributable to ViacomCBS to ViacomCBS $ 911 $ 516 $ Amounts911 $ 516 attributable Basic net earnings to ViacomCBS: per common Net earningsshare attributable from continuing to ViacomCBS: operations Net $ 899earnings $ 501 from Net continuingearnings from operations discontinued $ 1.44 $ .82 Net earnings from discontinued operations $ .02 $ .02 Net earnings $ 1.441.46 $ .84 WDilutedeighted net average earnings number per common of common share shares attributable outstanding: to ViacomCBS: Basic 622 Net 614 earnings Diluted from631 616 continuing operations $ 1.42 $ .81 VIACOMCBS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited; in millions, except per share amounts) At At March 31, 2021 December 31, 2020 ASSETS Current operationsAssets: Cash 514 and 630 cash Total equivalents current assets $ 5,499 15,487 $ 2,984 13,779 Receivables, Property andnet 7,310equipment, 7,017 netProgramming 1,994 1,994 and Programming other inventory and other1,137 inventory 1,757 Prepaid 10,755 and 10,363 other Goodwillcurrent assets 16,591 1,027 16,612 1,391 Intangible Current assets assets, of net discontinued 2,815 52,6632,826 Operating LIABILITIES lease ANDassets ST1,527OCKHOLDERS’ 1,602 Deferred EQUITY income taxCurrent assets, Liabilities: net 981 993 Accounts Other assets payable 3,785 $ 612 3,657 $ 571 Assets Accrued held expensesfor sale 27 1,663 28 Assets 1,714 ofParticipants’ discontinued share operations and royalties 811 809 payable Total Assets2,070 2,005 $ 54,773 Accrued $ 8,701programming 8,296 Long-term and production debt 17,768 costs 1,392 19,717 1,141 Participants’ Deferred sharerevenues and 1,010royalties 978 payable Debt 19 1,351 16 Other 1,317 current Pension liabilities and postretirement 1,512 1,391 benefit Current obligations liabilities of2,070 discontinued 2,098 Deferred operations income 423 tax 480 liabilities, Total current net 852 liabilities 778 CommitmentsOperating lease and liabilities contingencies 1,517 1,583 ViacomCBS Program stockholders’ rights obligations equity: 212 5.75% 243 OtherSeries liabilities A Mandatory 2,058 Convertible 2,158 Liabilities Preferred of discontinued Stock, par value operations $.001 212per share;220 Redeemable 25 shares authorized noncontrolling and 10 interest shares 189 issued 197 (2021) — 1,108— Class (2021) A Common and 1,068 Stock, (2020) par shares value issued$.001 per1 1 share;Additional 55 shares paid-in authorized; capital 32,866 41 (2021) 29,785 and T 52reasury (2020) stock, shares at cost;issued 503 — (2021— Class and B 2020) Common Class Stock, B shares par (22,958)value $.001 (22,958) per share; Retained 5,000 earnings shares authorized; 11,144 10,375 54,773Accumulated $ 52,663 other comprehensive loss (1,882) (1,832) Total ViacomCBS stockholders’ equity 19,171 15,371 Noncontrolling interests 672 685 Total Equity 19,843 16,056 Total Liabilities and Equity $ VIACOMCBS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in millions) Quarter Ended March 31, 2021 2020 Operating Activities: Net earnings earnings(ViacomCBS from and continuing noncontrolling operations interests) to net cash$ 923 flow $ 519 provided Less: Net by earningsoperating from activities: discontinued Depreciation operations, and amortization net of tax 12 99 15 1 12Net Deferred earnings tax from provision continuing 95 153 operations Stock-based 911 504 compensation Adjustments 52 to 87 reconcile Loss on net continuingextinguishment operations of debt 1,651 128 —357 Equity Net cash in loss flow of provided investee bycompanies, (used for) net operating of tax and activities distributions from discontinued 18 9 Change operationsin assets and 72 liabilities(1) Net cash 348 flow (508) provided Net cash by flow operating provided activities by operating 1,723 356activities Investing from FinancingActivities: Activities:Investments Repayments (40) (46) Capital of short-term expenditures debt borrowings, (62) (51) Proceeds net — (186) from Repaymentsale of investments of long-term 213 146debt Other (2,117) investing — Dividends activities paid (25) on —common Net cash stock flow (151) provided (152) by Proceeds investing from activities issuance 86 of 49 preferred Proceedsstock 983 from — Proceeds exercise from of stock issuance options of common408 5 Other stock financing 1,672 — activities Purchase (37) of Company(38) Net cash common flow providedstock — (58)by (used Payment for) financingof payroll activities taxes in lieu 723 of (479) issuing Effect shares of exchange for stock-based rate changes compensation on cash, (35)cash (50) (2021)equivalents and $202and restricted (2020) of cash restricted (19) (29) cash) Net 3,1 increase19 834 Cash,(decrease) cash inequivalents cash, cash and equivalents restricted and cash restricted at end of cash period 2,513 (includes (103) Cash,$133 (2021)cash equivalents and $142 and(2020) restricted of restricted cash at cash) beginning $ 5,632 of $ period 731 (includes $135 SUPPLEMENT AL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES (Unaudited; in millions, except per share amounts) Results for the quarters ended March 31, 2021 and 2020 incomeincluded taxes, certain adjusted items identified provision asfor af incomefecting taxes,comparability adjusted. Adjustednet earnings operating from continuing income before operations depreciation attributable and amortization to ViacomCBS, (“Adjusted and adjusted OIBDA”), diluted adjusted EPS from earnings continuing from continuingoperations (togetheroperations, the before (“GAAP”).“adjusted measures”) We use these exclude measures the impact to, among of these other items things, and evaluate are measures our operating of performance performance. not calculated These measures in accordance are among with theaccounting primary principlesmeasures usedgenerally by management accepted in forthe planningUnited States and forecasting of America of believefuture periods, these measures and they are are relevant important and indicators useful for of investors our operational because strength they allow and investors business toperformance. view performance In addition, in a mannerwe use Adjustedsimilar to OIBDAthe method to, among used by other our management;things, value prospectiveprovide a clearer acquisitions. perspective We on Becauseour underlying the adjusted performance; measures and are make measures it easier of performancefor investors, not analysts calculated and peers in accordance to compare with our GAAP operating, they performance should not be to consideredother companies in isolation in our of, industry or as a and substitute to compare for, operating our year-over income,-year earnings results. from indicatorscontinuing of operations operating before performance. income Thesetaxes, measures,provision foras weincome calculate taxes, them, net earnings may not frombe comparable continuing to operations similarly attributabletitled measures to V employediacomCBS by or other diluted companies. EPS from The continuing following operations, tables reconcile as applicable, the adjusted as 99measures 112 Restructuring to their most and directly other comparablecorporate matters financial (b) measures— 231 Adjusted in accordance OIBDA with (Non-GAAP) GAAP. Quarter $ 1,627 Ended $ 1,245 March (a) 31,The 2021 quarter 2020 ended Operating March income31, 2020 (GAAP) includes $ accelerated1,528 $ 902 depreciation Depreciation of and $12 amortization million for (a) astechnology other costs that related was abandoned to the Mer gerin connection. with synergy plans related to the merger of Viacom Inc. with and into CBS Corporation (the “Merger”). (b) Primarily reflects severance and exit costs as well fromSUPPLEMENT ContinuingAL Operations DISCLOSURES Before Income REGARDING Taxes Provision NON-GAAP for Income FINANCIAL Taxes Net MEASURES Earnings from (Continued) Continuing (Unaudited; Operations in Attributablemillions, except to V periacomCBS share amounts) Diluted EPSQuarter from Ended Continuing March Operations31, 2021 Earnings Reported (.03)(GAAP) Adjusted $ 1,155 (Non-GAAP) $ (226) $ 899 $ 1,263$ 1.42 $ Items (272) af $fecting 961 $ 1.52comparability: (a) Primarily Loss reflects on extinguishment tax benefits from of debt the resolution128 (30) 98 of .16 certain Gain state on marketable income tax securities matters and (20) excess 5 (15) tax (.03) benefits Discrete from tax the items vesting (a) — or (21)exercise (21) of Attributablestockbased compensation to ViacomCBS awards. Diluted Quarter EPS from Ended Continuing March 31, Operations 2020 Earnings Reported from (GAAP) Continuing $ 647 Operations $ (134) $ Before 501 $ .81Income Items T afaxesfecting Provision comparability: for Income Restructuring Taxes Net Earnings and other from corporate Continuing matters Operations (a) 231 (47) as184 other .30 Depreciationcosts related toof theabandoned Merger. technology(b) Reflects (b) accelerated 12 (3) 9 .02 depreciation Discrete tax for items technology — (4) that(4) (.01) was abandonedAdjusted (Non-GAAP) in connection $ with890 $syner (188)gy $ plans 690 $ related 1.12 (a) to Primarilythe Merger reflects. severance and exit costs as well non-GAAPSUPPLEMENT financialAL DISCLOSURES measure. Free cash REGARDING flow reflects NON-GAAP our net cash FINANCIAL flow provided MEASURES by operating (Continued)activities from (Unaudited; continuing in operations millions, except less capital per share expenditures. amounts) OurFree calculation Cash Flow of Free free cash cash flow flow is includes a thecapital most expenditures directly comparable because investmentGAAP financial in capital measure. expenditures Management is a use believes of cash free that cash is directly flow provides related toinvestors our operations. with an importantOur net cash perspective flow provided on the by cash operating available activities to us to from service continuing debt, make operations strategic is abilityacquisitions to generate and investments, long-term value. maintain It is our useful capital for investorsassets, satisfy to know our taxwhether obligations, this ability and isfund being ongoing enhanced operations or degraded and working as a result capital of our needs. operating As a result,performance. free cash W flowe believe is a significantthe presentation measure of freeof our cash amongflow is severalrelevant components and useful for of incentiveinvestors compensationbecause it allows tar getsinvestors for certain to evaluate management the cash personnel. generated In from addition, our underlying free cash flowoperations is a primary in a manner measure similar used to externally the method by usedour investors, by management. analysts Free and industrycash flow is shouldpeers for not purposes be considered of valuation in isolation and comparison of, or as a substituteof our operating for, either performance net cash flow to other provided companies by operating in our industry activities. As from free continuing cash flow operationsis not a measure as a measure calculated of liquidityin accordance or net withearnings GAAP as, afree measure cash flowof certainoperating limitations, performance. does Free not necessarilycash flow, asrepresent we calculate funds it,available may not for be discretionarycomparable to use similarly and is not titled necessarily measures a employed measure of by our other ability companies. to fund ourIn addition, cash needs. free The cash following flow as a table measure presents of liquidity a reconciliation has operationsof our net cash (GAAP) flow $provided 1,651 $ by357 operating Capital expenditures activities from (62) continuing (51) Free operations cash flow (Non-GAAP)to free cash flow $ 1,589. Quarter $ 306 Ended March 31, 2021 2020 Net cash flow provided by operating activities from continuing