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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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04-2949533
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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1515 Broadway
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New York,
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New York
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10036
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Title of Each Class
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Trading Symbols
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Name of Each Exchange on
Which Registered
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Class A Common Stock, $0.001 par value
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VIACA
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The Nasdaq Stock Market LLC
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Class B Common Stock, $0.001 par value
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VIAC
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The Nasdaq Stock Market LLC
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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PART I
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Item 1.
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I-2
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Item 1A.
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I-25
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Item 1B.
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I-39
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Item 2.
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I-39
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Item 3.
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I-40
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Item 4.
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I-40
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I-40
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I-41
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PART II
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Item 5.
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II-1
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Item 6.
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II-3
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Item 7.
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II-4
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Item 8.
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II-47
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Item 9.
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II-113
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Item 9A.
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II-113
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Item 9B.
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II-113
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PART III
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Item 10.
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III-1
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Item 11.
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III-1
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Item 12.
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III-1
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Item 13.
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III-1
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Item 14.
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III-1
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PART IV
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Item 15.
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IV-1
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Item 16.
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IV-1
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Item 1.
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Business.
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•
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TV Entertainment. Our TV Entertainment segment creates and acquires programming for distribution and viewing on multiple media platforms, including our broadcast network, through multichannel video programming distributors (“MVPDs”) and virtual MVPDs, and our streaming services, as well as for licensing to third parties both domestically and internationally. TV Entertainment consists of the CBS Television Network™, CBS Television Studios®, CBS Television Distribution®, CBS Interactive®, CBS Sports Network®, CBS Television Stations™ and CBS-branded streaming services CBS All Access® and CBSN®, among others.
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Cable Networks. Our Cable Networks segment creates and acquires programming for distribution and viewing on multiple media platforms, including our cable networks, through MVPDs and virtual MVPDs, and our streaming services, as well as for licensing to third parties both domestically and internationally. Cable Networks consists of our premium subscription cable networks Showtime®, The Movie Channel® and Flix®, and a subscription streaming offering of Showtime; our basic cable networks Nickelodeon®, MTV®, BET®, Comedy Central®, Paramount Network®, Nick Jr. ®, VH1®, TV Land®, CMT®, Pop TV™ and Smithsonian Channel™, among others, as well as the international extensions of these brands operated by ViacomCBS Networks International™ (“VCNI”); international broadcast networks, Network 10®, Channel 5® and Telefe®; and Pluto TV™, a leading free streaming TV platform in the United States (“U.S.”).
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Filmed Entertainment. Our Filmed Entertainment segment develops, produces, finances, acquires and distributes films, television programming and other entertainment content in various markets and media worldwide primarily through Paramount Pictures®, Paramount Players™, Paramount Animation® and Paramount Television Studios™.
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Publishing. Our Publishing segment publishes and distributes Simon & Schuster consumer books domestically and internationally and includes imprints such as Simon & Schuster®, Scribner™, Atria Books® and Gallery Books®.
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Television
Market and Market Rank(1)
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Stations
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Type
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Network Affiliation
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Local Websites and
CBSN Streaming Services(2)
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New York, NY (#1)
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WCBS‑TV
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UHF
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CBS
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newyork.cbslocal.com
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WLNY‑TV
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UHF
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Independent
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CBSN New York
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Los Angeles, CA (#2)
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KCAL‑TV
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VHF
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Independent
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losangeles.cbslocal.com
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KCBS‑TV
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UHF
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CBS
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CBSN Los Angeles
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Chicago, IL (#3)
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WBBM‑TV
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VHF
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CBS
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chicago.cbslocal.com
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Philadelphia, PA (#4)
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KYW‑TV
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UHF
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CBS
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philadelphia.cbslocal.com
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WPSG‑TV
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UHF
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The CW
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CBSN Philly
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Dallas‑Fort Worth, TX (#5)
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KTVT‑TV
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UHF
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CBS
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dfw.cbslocal.com
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KTXA‑TV
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UHF
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Independent
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San Francisco, CA (#6)
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KPIX‑TV
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UHF
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CBS
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sanfrancisco.cbslocal.com
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KBCW‑TV
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UHF
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The CW
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CBSN Bay Area
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Boston, MA (#9)
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WBZ-TV
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UHF
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CBS
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boston.cbslocal.com
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WSBK-TV
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UHF
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MyNetworkTV
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CBSN Boston
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Atlanta, GA (#10)
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WUPA-TV
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UHF
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The CW
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atlanta.cbslocal.com
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Tampa-St. Petersburg, FL (#12)
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WTOG-TV
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UHF
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The CW
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tampa.cbslocal.com
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Seattle-Tacoma, WA (#13)
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KSTW-TV
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VHF
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The CW
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seattle.cbslocal.com
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Detroit, MI (#14)
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WKBD‑TV
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UHF
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The CW
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detroit.cbslocal.com
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WWJ‑TV
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UHF
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CBS
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Minneapolis, MN (#15)
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WCCO‑TV
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UHF
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CBS
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minnesota.cbslocal.com
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KCCW‑TV(3)
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VHF
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CBS
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CBSN Minnesota
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Miami-Ft. Lauderdale, FL (#16)
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WFOR‑TV
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UHF
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CBS
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miami.cbslocal.com
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WBFS‑TV
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UHF
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MyNetworkTV
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Denver, CO (#17)
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KCNC‑TV
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UHF
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CBS
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denver.cbslocal.com
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Sacramento, CA (#20)
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KOVR-TV
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UHF
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CBS
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sacramento.cbslocal.com
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KMAX-TV
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UHF
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The CW
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Pittsburgh, PA (#24)
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KDKA-TV
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UHF
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CBS
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pittsburgh.cbslocal.com
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WPCW-TV
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VHF
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The CW
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Indianapolis, IN (#25)
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WBXI-CA(4)
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UHF
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Independent
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Baltimore, MD (#26)
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WJZ‑TV
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VHF
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CBS
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baltimore.cbslocal.com
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(1)
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Television market (DMA) rankings based on Nielsen Media Research Local Market Universe Estimates, September 2019.
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(2)
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Our television stations’ websites and the local versions of CBSN feature and promote the stations’ programming and provide news, traffic, weather, entertainment and sports information, among other services for their local communities.
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(3)
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KCCW-TV is operated as a satellite station of WCCO-TV.
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(4)
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WBXI-CA is a Class A low power television station. Class A low power television stations do not implicate the FCC’s ownership rules.
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•
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We and Girls Inc. created a PSA that aired in-game during the CBS Television Network’s Super Bowl LIII coverage, and post-game on the CBS Sports Network. Featuring the voiceover of CBS This Morning’s Gayle King and players from the NY Giants, the PSA encourages girls to believe they can succeed at the highest levels.
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We produce and air annual PSAs as part of our commitment to honor the victims of the Holocaust on International Holocaust Remembrance Day.
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We and the Association of National Advertisers again teamed up for a multi-pronged partnership in support of the #SeeHer initiative to accurately portray girls and women in media. Supporting PSAs ran in primetime as part of Women’s History Month and featured Norah O’Donnell, Gayle King, Tea Leoni, Carrie Ann Inaba and others.
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CBS Cares tackled the issue of sexual harassment, by continuing to air PSAs featuring Bridget Moynahan, Daniela Ruah and Aisha Tyler.
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PSAs featuring Shemar Moore, Aisha Tyler, Sara Gilbert and Sheryl Underwood continued to air, teaching children about the importance of other cultures, races and religions, and emphasizing that we are all enriched by our differences.
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the diversion of management attention to integration matters;
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•
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difficulties in integrating operations and systems, including administrative and information technology infrastructure and financial reporting and internal control systems;
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challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;
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difficulties in integrating employees and attracting and retaining key personnel, including talent;
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challenges in retaining existing, and obtaining new customers, viewers, suppliers, distributors, licensors, employees and others, including material content providers, studios, producers, directors, actors, authors and other talent, and advertisers;
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difficulties in achieving anticipated cost savings, synergies, business opportunities, financing plans and growth prospects from the combination;
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difficulties in managing the expanded operations of a significantly larger and more complex company;
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challenges in continuing to develop valuable and widely accepted content and technologies;
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contingent liabilities that are larger than expected; and
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potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Merger.
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the affirmative vote of not less than a majority of the aggregate voting power of all outstanding shares of our capital stock then entitled to vote generally in an election of directors, voting together as a single class, is required for our stockholders to amend, alter, change, repeal or adopt any of our bylaws;
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any or all of our directors may be removed from office at any time prior to the expiration of his or her term of office, with or without cause, only by the affirmative vote of the holders of record of outstanding shares representing at least a majority of all the aggregate voting power of outstanding shares of our Common Stock then entitled to vote generally in the election of directors, voting together as a single class at a special meeting of our stockholders called expressly for that purpose; provided that during the two-year period following the closing date of the ViacomCBS Merger, the removal of our Chief Executive Officer requires the approval of the ViacomCBS Board by the “Requisite Approval” (as defined in the ViacomCBS certificate of incorporation incorporated by reference as an exhibit in this Annual Report on Form 10-K); provided further, that during the two-year period following the closing date, NAI and NAI Entertainment Holdings LLC are not permitted to remove any other persons who were members of the ViacomCBS Board at the effective time of the Merger in accordance with the Merger Agreement or who otherwise become members the ViacomCBS Board (other than any of the NAI Affiliated Directors (as defined in the bylaws)) without the Requisite Approval; and
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•
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in accordance with the General Corporation Law of the State of Delaware, our stockholders may act by written consent without a meeting if such stockholders hold the number of shares representing not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted.
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Our world headquarters is located at 1515 Broadway, New York, New York, where we lease approximately 1.4 million square feet for executive, administrative and business offices for the Company and certain of our operating divisions. The lease runs through 2031, with two renewal options based on market rates at the time of renewal for ten years each.
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•
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We also own a building at 51 West 52nd Street, New York, New York containing approximately 892,000 square feet of space. Of the 855,000 square feet of office space in the building, we occupy approximately 270,000 square feet and lease the balance to third parties. We have retained a real estate brokerage firm to explore a possible sale of this property.
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We maintain facilities for our Global Business Services Center at our offices in Budapest, Hungary, where we lease approximately 44,000 square feet of space through 2023, and at our offices in Warsaw, Poland, where we lease approximately 50,000 square feet of space through 2025.
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•
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We own the CBS Broadcast Center complex located on approximately 3.7 acres at 524 West 57th Street, New York, New York, which consists of approximately 860,000 square feet of office and studio space.
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We own studio facilities at the CBS Studio Center at 4024 Radford Avenue, Studio City, California, located on approximately 40 acres.
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CBS Interactive occupies approximately 193,000 square feet of space at 235 Second Street, San Francisco, California, under a lease expiring in 2022.
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We occupy approximately 106,000 square feet of office, production and technical space at Television City, 7800 Beverly Boulevard, Los Angeles, California under a lease expiring in 2024.
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Our Cable Networks business occupies approximately 277,000 square feet of office and production space at 345 Hudson Street, New York, New York, under a lease expiring in 2022.
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Our Cable Networks business occupies approximately 210,000 square feet of office and production space at 1575 North Gower Street, Los Angeles, California, under a lease expiring in 2028.
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Our Cable Networks’ Network Operations Center in Hauppauge, New York contains approximately 65,000 square feet of floor space on approximately nine acres of owned land.
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The Nickelodeon Animation Studio at 203-231 West Olive Avenue, Burbank, California contains approximately 180,000 square feet of studio and office space, leased under two leases expiring in 2036.
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Nickelodeon’s Live Action Studio contains approximately 108,000 square feet of stage and office space at Burbank Studios, 3000 West Alameda Avenue, Burbank, California, under a lease expiring in 2024.
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Showtime Networks leases approximately 253,000 square feet at 1633 Broadway, New York, New York, under a lease expiring in 2026 and leases approximately 56,000 square feet at The Lot, 1041 N. Formosa Avenue, West Hollywood, California, under a lease expiring in 2028.
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•
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Telefe occupies approximately 496,000 square feet of office, studio and production space, transmission facilities and for other ancillary uses at its owned and leased facilities in Buenos Aires, Argentina.
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ViacomCBS Networks International occupies approximately 140,000 square feet of space at its owned and leased Hawley Crescent facilities in London.
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Network 10 leases approximately 100,000 square feet of space at 1 Saunders Street, Pyrmont, New South Wales, Australia, under a lease expiring in 2023.
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Paramount owns the Paramount Pictures Studio situated at 5555 Melrose Avenue, Los Angeles, California, located on approximately 62 acres of land, and containing approximately 1.85 million square feet of floor space used for executive, administrative and business offices, sound stages, production facilities, theatres, equipment facilities and other ancillary uses. Paramount has embarked on a planned 25-year expansion and revitalization project for the studio.
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Simon & Schuster leases approximately 300,000 square feet of office space at 1230 Avenue of the Americas, New York, New York, under a lease expiring in 2034.
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Name
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Age
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Position
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Shari E. Redstone
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65
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Non-Executive Chair, Director
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Robert M. Bakish
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56
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President and Chief Executive Officer, Director
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Candace K. Beinecke
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73
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Director
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Barbara M. Byrne
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65
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Director
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Brian Goldner
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56
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Director
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Linda M. Griego
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72
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Director
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Robert N. Klieger
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47
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Director
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Judith A. McHale
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73
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Director
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Ronald L. Nelson
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67
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Director
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Charles E. Phillips, Jr.
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60
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Director
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Susan Schuman
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60
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Director
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Nicole Seligman
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63
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Director
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Frederick O. Terrell
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65
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Director
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Name
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Age
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Position
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Robert M. Bakish
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56
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President and Chief Executive Officer, Director
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Christa A. D’Alimonte
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51
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Executive Vice President, General Counsel and Secretary
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Katherine Gill-Charest
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55
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Executive Vice President, Controller and Chief Accounting Officer
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Richard M. Jones
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54
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Executive Vice President, General Tax Counsel and Chief Veteran Officer
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Doretha (DeDe) Lea
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55
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Executive Vice President, Global Public Policy and Government Relations
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Julia Phelps
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42
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Executive Vice President, Chief Communications and Corporate Marketing Officer
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Nancy Phillips
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52
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Executive Vice President, Chief People Officer
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Christina Spade
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50
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Executive Vice President, Chief Financial Officer
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Item 5.
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Market for ViacomCBS Inc.’s Common Equity, Related Stockholder Matters and Purchases of Equity Securities.
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(in millions, except per share amounts)
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Total
Number of
Shares
Purchased
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Average
Price Per
Share
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Total Number of
Shares Purchased
as Part of Publicly
Announced Programs
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Remaining
Authorization
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||||||||||||
October 1, 2019 - October 31, 2019
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|
—
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$
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—
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—
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$
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2,457
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November 1, 2019 - November 30, 2019
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|
—
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$
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—
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—
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$
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2,457
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December 1, 2019 - December 31, 2019
|
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1.2
|
|
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$
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40.78
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1.2
|
|
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$
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2,408
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Total
|
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1.2
|
|
|
|
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1.2
|
|
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$
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2,408
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December 31,
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
Class A Common Stock
|
$100
|
$94
|
$118
|
$110
|
$82
|
$85
|
Class B Common Stock
|
$100
|
$86
|
$118
|
$110
|
$83
|
$81
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Viacom Class B Common Stock (a)
|
$100
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$56
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$50
|
$45
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$38
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$38
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S&P 500
|
$100
|
$101
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$114
|
$138
|
$132
|
$174
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Peer Group (b)
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$100
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$98
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$99
|
$108
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$123
|
$154
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Item 6.
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Selected Financial Data.
|
|
Year Ended December 31, (a)
|
||||||||||||||||||
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2019 (c)
|
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2018 (d)
|
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2017 (e) (h)
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2016 (f) (h)
|
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2015 (g) (h)
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||||||||||
Revenues
|
$
|
27,812
|
|
|
$
|
27,250
|
|
|
$
|
26,535
|
|
|
$
|
25,685
|
|
|
$
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25,559
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|
Operating income
|
$
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4,273
|
|
|
$
|
5,204
|
|
|
$
|
5,341
|
|
|
$
|
5,297
|
|
|
$
|
5,708
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|
Net earnings from continuing operations
(ViacomCBS and noncontrolling interests)
|
$
|
3,301
|
|
|
$
|
3,460
|
|
|
$
|
3,320
|
|
|
$
|
2,970
|
|
|
$
|
3,506
|
|
Net earnings from continuing operations
attributable to ViacomCBS
|
$
|
3,270
|
|
|
$
|
3,423
|
|
|
$
|
3,268
|
|
|
$
|
2,935
|
|
|
$
|
3,427
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations per
common share attributable to ViacomCBS
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
5.32
|
|
|
$
|
5.55
|
|
|
$
|
5.11
|
|
|
$
|
4.32
|
|
|
$
|
4.75
|
|
Diluted
|
$
|
5.30
|
|
|
$
|
5.51
|
|
|
$
|
5.05
|
|
|
$
|
4.28
|
|
|
$
|
4.71
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
ViacomCBS Inc. (formerly CBS Corporation)
|
$
|
.78
|
|
|
$
|
.72
|
|
|
$
|
.72
|
|
|
$
|
.66
|
|
|
$
|
.60
|
|
Viacom Inc. (b)
|
$
|
.60
|
|
|
$
|
.80
|
|
|
$
|
.80
|
|
|
$
|
1.20
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At Year End:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
49,519
|
|
|
$
|
44,497
|
|
|
$
|
43,503
|
|
|
$
|
47,383
|
|
|
$
|
45,922
|
|
Total debt
|
$
|
18,719
|
|
|
$
|
19,113
|
|
|
$
|
20,351
|
|
|
$
|
21,675
|
|
|
$
|
21,015
|
|
Total ViacomCBS stockholders’ equity
|
$
|
13,207
|
|
|
$
|
10,449
|
|
|
$
|
8,519
|
|
|
$
|
8,235
|
|
|
$
|
9,311
|
|
Total equity
|
$
|
13,289
|
|
|
$
|
10,503
|
|
|
$
|
8,600
|
|
|
$
|
8,286
|
|
|
$
|
9,369
|
|
Item 7.
|
Management’s Discussion and Analysis of Results of Operations and Financial Condition.
(Tabular dollars in millions, except per share amounts)
|
•
|
Overview—The overview section provides a summary of ViacomCBS and our business and operational highlights.
|
•
|
Consolidated Results of Operations—The consolidated results of operations section provides an analysis of our results on a consolidated basis for the three years ended December 31, 2019.
|
•
|
Segment Results of Operations—The segment results of operations section provides an analysis of our results on a reportable segment basis for the three years ended December 31, 2019.
|
•
|
Liquidity and Capital Resources—The liquidity and capital resources section provides a discussion of our cash flows for the three years ended December 31, 2019, and of our outstanding debt, commitments and contingencies existing as of December 31, 2019.
|
•
|
Critical Accounting Policies—The critical accounting policies section provides detail with respect to accounting policies that are considered by management to require significant judgment and use of estimates and that could have a significant impact on our financial statements.
|
•
|
Legal Matters—The legal matters section discusses our legal matters and other litigation to which we are a party.
|
•
|
Market Risk—The market risk section discusses how we manage exposure to market and interest rate risks.
|
Consolidated results of operations
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
GAAP:
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
27,812
|
|
|
$
|
27,250
|
|
|
$
|
562
|
|
|
2
|
%
|
|
Operating income
|
$
|
4,273
|
|
|
$
|
5,204
|
|
|
$
|
(931
|
)
|
|
(18
|
)%
|
|
Net earnings from continuing operations
attributable to ViacomCBS
|
$
|
3,270
|
|
|
$
|
3,423
|
|
|
$
|
(153
|
)
|
|
(4
|
)%
|
|
Diluted EPS from continuing operations
attributable to ViacomCBS
|
$
|
5.30
|
|
|
$
|
5.51
|
|
|
$
|
(.21
|
)
|
|
(4
|
)%
|
|
Net cash flow provided by operating activities
|
$
|
1,230
|
|
|
$
|
3,464
|
|
|
$
|
(2,234
|
)
|
|
(64
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP: (a)
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
5,531
|
|
|
$
|
6,289
|
|
|
$
|
(758
|
)
|
|
(12
|
)%
|
|
Adjusted net earnings from continuing operations
attributable to ViacomCBS
|
$
|
3,090
|
|
|
$
|
3,646
|
|
|
$
|
(556
|
)
|
|
(15
|
)%
|
|
Adjusted diluted EPS from continuing operations
attributable to ViacomCBS
|
$
|
5.01
|
|
|
$
|
5.87
|
|
|
$
|
(.86
|
)
|
|
(15
|
)%
|
|
Free cash flow
|
$
|
877
|
|
|
$
|
3,111
|
|
|
$
|
(2,234
|
)
|
|
(72
|
)%
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Income (GAAP)
|
$
|
4,273
|
|
|
$
|
5,204
|
|
|
$
|
5,341
|
|
Depreciation and amortization (a)
|
443
|
|
|
433
|
|
|
443
|
|
|||
Restructuring and other corporate matters (b)
|
775
|
|
|
490
|
|
|
258
|
|
|||
Programming charges (b)
|
589
|
|
|
162
|
|
|
144
|
|
|||
Gain on sale of assets (b)
|
(549
|
)
|
|
—
|
|
|
(146
|
)
|
|||
Adjusted OIBDA (Non-GAAP)
|
$
|
5,531
|
|
|
$
|
6,289
|
|
|
$
|
6,040
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||
|
Earnings from Continuing Operations Before Income Taxes
|
|
Benefit (Provision) for Income Taxes
|
|
Net Earnings from Continuing Operations Attributable to ViacomCBS
|
|
Diluted EPS from Continuing Operations
|
||||||||||||||||
Reported (GAAP)
|
|
$
|
3,345
|
|
|
|
|
$
|
9
|
|
|
|
|
$
|
3,270
|
|
|
|
|
$
|
5.30
|
|
|
Items affecting comparability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other corporate matters (a)
|
|
775
|
|
|
|
|
(134
|
)
|
|
|
|
641
|
|
|
|
|
1.04
|
|
|
||||
Impairment charge (b)
|
|
20
|
|
|
|
|
(6
|
)
|
|
|
|
14
|
|
|
|
|
.02
|
|
|
||||
Programming charges (c)
|
|
589
|
|
|
|
|
(142
|
)
|
|
|
|
447
|
|
|
|
|
.73
|
|
|
||||
Gain on sale of assets (d)
|
|
(549
|
)
|
|
|
|
163
|
|
|
|
|
(386
|
)
|
|
|
|
(.63
|
)
|
|
||||
Net gain from investments (e)
|
|
(85
|
)
|
|
|
|
16
|
|
|
|
|
(69
|
)
|
|
|
|
(.11
|
)
|
|
||||
Discrete tax items (f)
|
|
—
|
|
|
|
|
(827
|
)
|
|
|
|
(827
|
)
|
|
|
|
(1.34
|
)
|
|
||||
Adjusted (Non-GAAP)
|
|
$
|
4,095
|
|
|
|
|
$
|
(921
|
)
|
|
|
|
$
|
3,090
|
|
|
|
|
$
|
5.01
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
Earnings from Continuing Operations Before Income Taxes
|
|
Provision for Income Taxes
|
|
Net Earnings from Continuing Operations Attributable to ViacomCBS
|
|
Diluted EPS from Continuing Operations
|
||||||||||||||||
Reported (GAAP)
|
|
$
|
4,124
|
|
|
|
|
$
|
(617
|
)
|
|
|
|
$
|
3,423
|
|
|
|
|
$
|
5.51
|
|
|
Items affecting comparability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other corporate matters (a)
|
|
490
|
|
|
|
|
(116
|
)
|
|
|
|
374
|
|
|
|
|
.60
|
|
|
||||
Programming charges (b)
|
|
162
|
|
|
|
|
(39
|
)
|
|
|
|
123
|
|
|
|
|
.20
|
|
|
||||
Gain on early extinguishment of debt
|
|
(18
|
)
|
|
|
|
4
|
|
|
|
|
(14
|
)
|
|
|
|
(.02
|
)
|
|
||||
Net loss from investments (c)
|
|
53
|
|
|
|
|
(16
|
)
|
|
|
|
37
|
|
|
|
|
.06
|
|
|
||||
Discrete tax items (d)
|
|
—
|
|
|
|
|
(297
|
)
|
|
|
|
(297
|
)
|
|
|
|
(.48
|
)
|
|
||||
Adjusted (Non-GAAP)
|
|
$
|
4,811
|
|
|
|
|
$
|
(1,081
|
)
|
|
|
|
$
|
3,646
|
|
|
|
|
$
|
5.87
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
Earnings from Continuing Operations Before Income Taxes
|
|
Provision for Income Taxes
|
|
Net Earnings from Continuing Operations Attributable to ViacomCBS
|
|
Diluted EPS from Continuing Operations
|
||||||||||||||||
Reported (GAAP)
|
|
$
|
4,120
|
|
|
|
|
$
|
(804
|
)
|
|
|
|
$
|
3,268
|
|
|
|
|
$
|
5.05
|
|
|
Items affecting comparability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges
|
|
258
|
|
|
|
|
(95
|
)
|
|
|
|
163
|
|
|
|
|
.25
|
|
|
||||
Programming charges (a)
|
|
144
|
|
|
|
|
(50
|
)
|
|
|
|
94
|
|
|
|
|
.14
|
|
|
||||
Gain on sale of assets (b)
|
|
(146
|
)
|
|
|
|
16
|
|
|
|
|
(130
|
)
|
|
|
|
(.20
|
)
|
|
||||
Loss on early extinguishment of debt
|
|
38
|
|
|
|
|
(17
|
)
|
|
|
|
21
|
|
|
|
|
.03
|
|
|
||||
Gain on sale of EPIX
|
|
(285
|
)
|
|
|
|
96
|
|
|
|
|
(189
|
)
|
|
|
|
(.29
|
)
|
|
||||
Pension settlement charge
|
|
352
|
|
|
|
|
(115
|
)
|
|
|
|
237
|
|
|
|
|
.37
|
|
|
||||
Impairment of investments (c)
|
|
18
|
|
|
|
|
(7
|
)
|
|
|
|
11
|
|
|
|
|
.02
|
|
|
||||
Discrete tax items (d)
|
|
—
|
|
|
|
|
(321
|
)
|
|
|
|
(321
|
)
|
|
|
|
(.50
|
)
|
|
||||
Adjusted (Non-GAAP)
|
|
$
|
4,499
|
|
|
|
|
$
|
(1,297
|
)
|
|
|
|
$
|
3,154
|
|
|
|
|
$
|
4.87
|
|
|
Revenues by Type
|
|
|
% of Total
|
|
|
|
% of Total
|
|
Increase/(Decrease)
|
|
|||||||||||||||
Year Ended December 31,
|
2019
|
|
Revenues
|
|
2018
|
|
Revenues
|
|
$
|
|
%
|
|
|||||||||||||
Advertising
|
$
|
11,074
|
|
|
|
40
|
%
|
|
|
$
|
10,841
|
|
|
|
40
|
%
|
|
|
$
|
233
|
|
|
2
|
%
|
|
Affiliate
|
8,602
|
|
|
|
31
|
|
|
|
8,376
|
|
|
|
31
|
|
|
|
226
|
|
|
3
|
|
|
|||
Content licensing
|
6,483
|
|
|
|
23
|
|
|
|
6,163
|
|
|
|
22
|
|
|
|
320
|
|
|
5
|
|
|
|||
Theatrical
|
547
|
|
|
|
2
|
|
|
|
744
|
|
|
|
3
|
|
|
|
(197
|
)
|
|
(26
|
)
|
|
|||
Publishing
|
814
|
|
|
|
3
|
|
|
|
825
|
|
|
|
3
|
|
|
|
(11
|
)
|
|
(1
|
)
|
|
|||
Other
|
292
|
|
|
|
1
|
|
|
|
301
|
|
|
|
1
|
|
|
|
(9
|
)
|
|
(3
|
)
|
|
|||
Total Revenues
|
$
|
27,812
|
|
|
|
100
|
%
|
|
|
$
|
27,250
|
|
|
|
100
|
%
|
|
|
$
|
562
|
|
|
2
|
%
|
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
|||||||||||||||
Operating Expenses by Type
|
|
|
Operating
|
|
|
|
Operating
|
|
Increase/(Decrease)
|
|
|||||||||||||||
Year Ended December 31,
|
2019
|
|
Expenses
|
|
2018
|
|
Expenses
|
|
$
|
|
%
|
|
|||||||||||||
Production
|
$
|
6,797
|
|
|
|
39
|
%
|
|
|
$
|
6,483
|
|
|
|
41
|
%
|
|
|
$
|
314
|
|
|
5
|
%
|
|
Programming
|
4,287
|
|
|
|
25
|
|
|
|
3,965
|
|
|
|
25
|
|
|
|
322
|
|
|
8
|
|
|
|||
Participation, distribution and
royalty
|
3,369
|
|
|
|
20
|
|
|
|
3,295
|
|
|
|
21
|
|
|
|
74
|
|
|
2
|
|
|
|||
Programming charges
|
589
|
|
|
|
3
|
|
|
|
162
|
|
|
|
1
|
|
|
|
427
|
|
|
n/m
|
|
|
|||
Other
|
2,181
|
|
|
|
13
|
|
|
|
2,012
|
|
|
|
12
|
|
|
|
169
|
|
|
8
|
|
|
|||
Total Operating Expenses
|
$
|
17,223
|
|
|
|
100
|
%
|
|
|
$
|
15,917
|
|
|
|
100
|
%
|
|
|
$
|
1,306
|
|
|
8
|
%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Selling, general and administrative expenses
|
$
|
5,647
|
|
|
$
|
5,206
|
|
|
$
|
441
|
|
|
8
|
%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Depreciation and amortization
|
$
|
443
|
|
|
$
|
433
|
|
|
$
|
10
|
|
|
2
|
%
|
|
Year Ended December 31,
|
2019
|
|
2018
|
||||
Severance
|
$
|
401
|
|
|
$
|
235
|
|
Exit costs and other
|
23
|
|
|
75
|
|
||
Restructuring charges
|
424
|
|
|
310
|
|
||
Restructuring-related costs
|
—
|
|
|
52
|
|
||
Merger-related costs
|
294
|
|
|
—
|
|
||
Other corporate matters
|
57
|
|
|
128
|
|
||
Restructuring and other corporate matters
|
$
|
775
|
|
|
$
|
490
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Interest expense
|
$
|
(962
|
)
|
|
$
|
(1,030
|
)
|
|
$
|
(68
|
)
|
|
(7
|
)%
|
|
Interest income
|
$
|
66
|
|
|
$
|
79
|
|
|
$
|
(13
|
)
|
|
(16
|
)%
|
|
|
|
|
Weighted Average
|
|
|
|
Weighted Average
|
|
||||||||||
At December 31,
|
2019
|
|
Interest Rate
|
|
2018
|
|
Interest Rate
|
|
||||||||||
Total long-term debt
|
$
|
17,976
|
|
|
|
4.70
|
%
|
|
|
$
|
18,370
|
|
|
|
4.64
|
%
|
|
|
Commercial paper
|
$
|
699
|
|
|
|
2.07
|
%
|
|
|
$
|
674
|
|
|
|
3.02
|
%
|
|
|
Year Ended December 31,
|
2019
|
|
2018
|
||||
Pension and postretirement benefit costs
|
$
|
(105
|
)
|
|
$
|
(68
|
)
|
Foreign exchange losses
|
(17
|
)
|
|
(18
|
)
|
||
Impairment of investments
|
(50
|
)
|
|
(46
|
)
|
||
Gains from investments
|
22
|
|
|
16
|
|
||
Other
|
5
|
|
|
(8
|
)
|
||
Other items, net
|
$
|
(145
|
)
|
|
$
|
(124
|
)
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Equity in loss of investee companies
|
$
|
(72
|
)
|
|
$
|
(62
|
)
|
|
$
|
(10
|
)
|
|
(16
|
)%
|
|
Tax benefit
|
19
|
|
|
15
|
|
|
4
|
|
|
27
|
|
|
|||
Equity in loss of investee companies, net of tax
|
$
|
(53
|
)
|
|
$
|
(47
|
)
|
|
$
|
(6
|
)
|
|
(13
|
)%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Net earnings from continuing operations attributable to
ViacomCBS
|
$
|
3,270
|
|
|
$
|
3,423
|
|
|
$
|
(153
|
)
|
|
(4
|
)%
|
|
Diluted EPS from continuing operations attributable to
ViacomCBS
|
$
|
5.30
|
|
|
$
|
5.51
|
|
|
$
|
(.21
|
)
|
|
(4
|
)%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Net earnings attributable to ViacomCBS
|
$
|
3,308
|
|
|
$
|
3,455
|
|
|
$
|
(147
|
)
|
|
(4
|
)%
|
|
Diluted EPS attributable to ViacomCBS
|
$
|
5.36
|
|
|
$
|
5.56
|
|
|
$
|
(.20
|
)
|
|
(4
|
)%
|
|
Revenues by Type
|
|
|
% of Total
|
|
|
|
% of Total
|
|
Increase/(Decrease)
|
|
|||||||||||||||
Year Ended December 31,
|
2018
|
|
Revenues
|
|
2017
|
|
Revenues
|
|
$
|
|
%
|
|
|||||||||||||
Advertising
|
$
|
10,841
|
|
|
|
40
|
%
|
|
|
$
|
10,582
|
|
|
|
40
|
%
|
|
|
$
|
259
|
|
|
2
|
%
|
|
Affiliate
|
8,376
|
|
|
|
31
|
|
|
|
8,153
|
|
|
|
31
|
|
|
|
223
|
|
|
3
|
|
|
|||
Content licensing
|
6,163
|
|
|
|
22
|
|
|
|
5,947
|
|
|
|
22
|
|
|
|
216
|
|
|
4
|
|
|
|||
Theatrical
|
744
|
|
|
|
3
|
|
|
|
716
|
|
|
|
3
|
|
|
|
28
|
|
|
4
|
|
|
|||
Publishing
|
825
|
|
|
|
3
|
|
|
|
830
|
|
|
|
3
|
|
|
|
(5
|
)
|
|
(1
|
)
|
|
|||
Other
|
301
|
|
|
|
1
|
|
|
|
307
|
|
|
|
1
|
|
|
|
(6
|
)
|
|
(2
|
)
|
|
|||
Total Revenues
|
$
|
27,250
|
|
|
|
100
|
%
|
|
|
$
|
26,535
|
|
|
|
100
|
%
|
|
|
$
|
715
|
|
|
3
|
%
|
|
|
|
|
% of Total
|
|
|
|
% of Total
|
|
|
|
|||||||||||||||
Operating Expenses by Type
|
|
|
Operating
|
|
|
|
Operating
|
|
Increase/(Decrease)
|
|
|||||||||||||||
Year Ended December 31,
|
2018
|
|
Expense
|
|
2017
|
|
Expense
|
|
$
|
|
%
|
|
|||||||||||||
Production
|
$
|
6,483
|
|
|
|
41
|
%
|
|
|
$
|
5,994
|
|
|
|
39
|
%
|
|
|
$
|
489
|
|
|
8
|
%
|
|
Programming
|
3,965
|
|
|
|
25
|
|
|
|
4,268
|
|
|
|
28
|
|
|
|
(303
|
)
|
|
(7
|
)
|
|
|||
Participation, distribution and
royalty
|
3,295
|
|
|
|
21
|
|
|
|
3,182
|
|
|
|
20
|
|
|
|
113
|
|
|
4
|
|
|
|||
Programming charges
|
162
|
|
|
|
1
|
|
|
|
144
|
|
|
|
1
|
|
|
|
18
|
|
|
13
|
|
|
|||
Other
|
2,012
|
|
|
|
12
|
|
|
|
1,895
|
|
|
|
12
|
|
|
|
117
|
|
|
6
|
|
|
|||
Total Operating Expenses
|
$
|
15,917
|
|
|
|
100
|
%
|
|
|
$
|
15,483
|
|
|
|
100
|
%
|
|
|
$
|
434
|
|
|
3
|
%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Selling, general and administrative expenses
|
$
|
5,206
|
|
|
$
|
5,156
|
|
|
$
|
50
|
|
|
1
|
%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Depreciation and amortization
|
$
|
433
|
|
|
$
|
443
|
|
|
$
|
(10
|
)
|
|
(2
|
)%
|
|
Year Ended December 31,
|
2018
|
|
2017
|
||||
Severance
|
$
|
235
|
|
|
$
|
224
|
|
Exit costs and other
|
75
|
|
|
12
|
|
||
Asset impairment
|
—
|
|
|
22
|
|
||
Restructuring charges
|
310
|
|
|
258
|
|
||
Restructuring-related costs
|
52
|
|
|
—
|
|
||
Other corporate matters
|
128
|
|
|
—
|
|
||
Restructuring and other corporate matters
|
$
|
490
|
|
|
$
|
258
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Interest expense
|
$
|
(1,030
|
)
|
|
$
|
(1,088
|
)
|
|
$
|
(58
|
)
|
|
(5
|
)%
|
|
Interest income
|
$
|
79
|
|
|
$
|
87
|
|
|
$
|
(8
|
)
|
|
(9
|
)%
|
|
|
|
|
Weighted Average
|
|
|
|
Weighted Average
|
|
||||||||||
At December 31,
|
2018
|
|
Interest Rate
|
|
2017
|
|
Interest Rate
|
|
||||||||||
Total long-term debt
|
$
|
18,370
|
|
|
|
4.64
|
%
|
|
|
$
|
19,466
|
|
|
|
4.67
|
%
|
|
|
Commercial paper
|
$
|
674
|
|
|
|
3.02
|
%
|
|
|
$
|
779
|
|
|
|
1.91
|
%
|
|
|
Year Ended December 31,
|
2018
|
|
2017
|
||||
Pension and postretirement benefit costs
|
$
|
(68
|
)
|
|
$
|
(96
|
)
|
Foreign exchange losses
|
(18
|
)
|
|
(20
|
)
|
||
Impairment of investments
|
(46
|
)
|
|
(18
|
)
|
||
Gain on sale of investment
|
16
|
|
|
—
|
|
||
Other
|
(8
|
)
|
|
19
|
|
||
Other items, net
|
$
|
(124
|
)
|
|
$
|
(115
|
)
|
|
|
|
|
|
Increase/(Decrease)
|
|
||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
||||||
Equity in earnings (loss) of investee companies
|
$
|
(62
|
)
|
|
$
|
14
|
|
|
$
|
(76
|
)
|
|
n/m
|
|
Tax benefit (provision)
|
15
|
|
|
(10
|
)
|
|
25
|
|
|
n/m
|
|
|||
Equity in earnings (loss) of investee companies, net of tax
|
$
|
(47
|
)
|
|
$
|
4
|
|
|
$
|
(51
|
)
|
|
n/m
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Net earnings from continuing operations attributable to
ViacomCBS
|
$
|
3,423
|
|
|
$
|
3,268
|
|
|
$
|
155
|
|
|
5
|
%
|
|
Diluted EPS from continuing operations attributable to
ViacomCBS
|
$
|
5.51
|
|
|
$
|
5.05
|
|
|
$
|
.46
|
|
|
9
|
%
|
|
Year Ended December 31, 2017
|
CBS Radio
|
|
Other
|
|
Total
|
||||||||
Revenues
|
$
|
1,018
|
|
|
|
$
|
—
|
|
|
|
$
|
1,018
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||
Operating
|
364
|
|
|
|
—
|
|
|
|
364
|
|
|||
Selling, general and administrative
|
444
|
|
|
|
(8
|
)
|
|
|
436
|
|
|||
Market value adjustment
|
980
|
|
(a)
|
|
—
|
|
|
|
980
|
|
|||
Restructuring charges
|
7
|
|
|
|
—
|
|
|
|
7
|
|
|||
Total costs and expenses
|
1,795
|
|
|
|
(8
|
)
|
|
|
1,787
|
|
|||
Operating income (loss)
|
(777
|
)
|
|
|
8
|
|
|
|
(769
|
)
|
|||
Interest expense
|
(70
|
)
|
|
|
—
|
|
|
|
(70
|
)
|
|||
Other items, net
|
(2
|
)
|
|
|
—
|
|
|
|
(2
|
)
|
|||
Earnings (loss) from discontinued operations
|
(849
|
)
|
|
|
8
|
|
|
|
(841
|
)
|
|||
Income tax benefit (provision)
|
(55
|
)
|
|
|
43
|
|
(b)
|
|
(12
|
)
|
|||
Earnings (loss) from discontinued operations, net of tax
|
(904
|
)
|
|
|
51
|
|
|
|
(853
|
)
|
|||
Net gain (loss) on disposal
|
(109
|
)
|
|
|
13
|
|
|
|
(96
|
)
|
|||
Income tax benefit (provision)
|
4
|
|
|
|
(2
|
)
|
|
|
2
|
|
|||
Net gain (loss) on disposal, net of tax
|
(105
|
)
|
|
|
11
|
|
(c)
|
|
(94
|
)
|
|||
Net earnings (loss) from discontinued operations, net of tax
|
$
|
(1,009
|
)
|
|
|
$
|
62
|
|
|
|
$
|
(947
|
)
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Net earnings attributable to ViacomCBS
|
$
|
3,455
|
|
|
$
|
2,321
|
|
|
$
|
1,134
|
|
|
49
|
%
|
|
Diluted EPS attributable to ViacomCBS
|
$
|
5.56
|
|
|
$
|
3.59
|
|
|
$
|
1.97
|
|
|
55
|
%
|
|
|
|
|
% of Total
|
|
|
|
% of Total
|
|
Increase/(Decrease)
|
|
|||||||||||||||
Year Ended December 31,
|
2019
|
|
Revenues
|
|
2018
|
|
Revenues
|
|
$
|
|
%
|
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TV Entertainment
|
$
|
11,924
|
|
|
|
43
|
%
|
|
|
$
|
11,061
|
|
|
|
41
|
%
|
|
|
$
|
863
|
|
|
8
|
%
|
|
Cable Networks
|
12,449
|
|
|
|
45
|
|
|
|
12,683
|
|
|
|
46
|
|
|
|
(234
|
)
|
|
(2
|
)
|
|
|||
Filmed Entertainment
|
2,990
|
|
|
|
10
|
|
|
|
2,956
|
|
|
|
11
|
|
|
|
34
|
|
|
1
|
|
|
|||
Publishing
|
814
|
|
|
|
3
|
|
|
|
825
|
|
|
|
3
|
|
|
|
(11
|
)
|
|
(1
|
)
|
|
|||
Corporate/Eliminations
|
(365
|
)
|
|
|
(1
|
)
|
|
|
(275
|
)
|
|
|
(1
|
)
|
|
|
(90
|
)
|
|
(33
|
)
|
|
|||
Total Revenues
|
$
|
27,812
|
|
|
|
100
|
%
|
|
|
$
|
27,250
|
|
|
|
100
|
%
|
|
|
$
|
562
|
|
|
2
|
%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Adjusted OIBDA:
|
|
|
|
|
|
|
|
|
|||||||
TV Entertainment
|
$
|
2,443
|
|
|
$
|
2,466
|
|
|
$
|
(23
|
)
|
|
(1
|
)%
|
|
Cable Networks
|
3,515
|
|
|
4,341
|
|
|
(826
|
)
|
|
(19
|
)
|
|
|||
Filmed Entertainment
|
80
|
|
|
(33
|
)
|
|
113
|
|
|
n/m
|
|
|
|||
Publishing
|
143
|
|
|
153
|
|
|
(10
|
)
|
|
(7
|
)
|
|
|||
Corporate/Eliminations
|
(449
|
)
|
|
(433
|
)
|
|
(16
|
)
|
|
(4
|
)
|
|
|||
Stock-based compensation
|
(201
|
)
|
|
(205
|
)
|
|
4
|
|
|
2
|
|
|
|||
Total Adjusted OIBDA
|
5,531
|
|
|
6,289
|
|
|
(758
|
)
|
|
(12
|
)
|
|
|||
Depreciation and amortization
|
(443
|
)
|
|
(433
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
|||
Restructuring and other corporate matters
|
(775
|
)
|
|
(490
|
)
|
|
(285
|
)
|
|
n/m
|
|
|
|||
Programming charges
|
(589
|
)
|
|
(162
|
)
|
|
(427
|
)
|
|
n/m
|
|
|
|||
Gain on sale of assets
|
549
|
|
|
—
|
|
|
549
|
|
|
n/m
|
|
|
|||
Total Operating Income
|
$
|
4,273
|
|
|
$
|
5,204
|
|
|
$
|
(931
|
)
|
|
(18
|
)%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
|||||||
TV Entertainment
|
$
|
150
|
|
|
$
|
160
|
|
|
$
|
(10
|
)
|
|
(6
|
)%
|
|
Cable Networks
|
219
|
|
|
194
|
|
|
25
|
|
|
13
|
|
|
|||
Filmed Entertainment
|
37
|
|
|
38
|
|
|
(1
|
)
|
|
(3
|
)
|
|
|||
Publishing
|
5
|
|
|
6
|
|
|
(1
|
)
|
|
(17
|
)
|
|
|||
Corporate
|
32
|
|
|
35
|
|
|
(3
|
)
|
|
(9
|
)
|
|
|||
Total Depreciation and Amortization
|
$
|
443
|
|
|
$
|
433
|
|
|
$
|
10
|
|
|
2
|
%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Advertising
|
$
|
6,008
|
|
|
$
|
5,751
|
|
|
$
|
257
|
|
|
4
|
%
|
|
Affiliate
|
2,550
|
|
|
2,082
|
|
|
468
|
|
|
22
|
|
|
|||
Content licensing
|
3,157
|
|
|
3,006
|
|
|
151
|
|
|
5
|
|
|
|||
Other
|
209
|
|
|
222
|
|
|
(13
|
)
|
|
(6
|
)
|
|
|||
Revenues
|
$
|
11,924
|
|
|
$
|
11,061
|
|
|
$
|
863
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
2,443
|
|
|
$
|
2,466
|
|
|
$
|
(23
|
)
|
|
(1
|
)%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Advertising
|
$
|
5,129
|
|
|
$
|
5,130
|
|
|
$
|
(1
|
)
|
|
—
|
%
|
|
Affiliate
|
6,052
|
|
|
6,294
|
|
|
(242
|
)
|
|
(4
|
)
|
|
|||
Content licensing
|
1,268
|
|
|
1,259
|
|
|
9
|
|
|
1
|
|
|
|||
Revenues
|
$
|
12,449
|
|
|
$
|
12,683
|
|
|
$
|
(234
|
)
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
3,515
|
|
|
$
|
4,341
|
|
|
$
|
(826
|
)
|
|
(19
|
)%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Theatrical
|
$
|
547
|
|
|
$
|
744
|
|
|
$
|
(197
|
)
|
|
(26
|
)%
|
|
Home Entertainment
|
623
|
|
|
617
|
|
|
6
|
|
|
1
|
|
|
|||
Licensing
|
1,709
|
|
|
1,493
|
|
|
216
|
|
|
14
|
|
|
|||
Other
|
111
|
|
|
102
|
|
|
9
|
|
|
9
|
|
|
|||
Revenues
|
$
|
2,990
|
|
|
$
|
2,956
|
|
|
$
|
34
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
80
|
|
|
$
|
(33
|
)
|
|
$
|
113
|
|
|
n/m
|
|
|
|
|
|
% of Total
|
|
|
|
% of Total
|
|
Increase/(Decrease)
|
|
|||||||||||||||
Year Ended December 31,
|
2018
|
|
Revenues
|
|
2017
|
|
Revenues
|
|
$
|
|
%
|
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TV Entertainment
|
$
|
11,061
|
|
|
|
41
|
%
|
|
|
$
|
10,476
|
|
|
|
39
|
%
|
|
|
$
|
585
|
|
|
6
|
%
|
|
Cable Networks
|
12,683
|
|
|
|
46
|
|
|
|
12,479
|
|
|
|
47
|
|
|
|
204
|
|
|
2
|
|
|
|||
Filmed Entertainment
|
2,956
|
|
|
|
11
|
|
|
|
3,075
|
|
|
|
12
|
|
|
|
(119
|
)
|
|
(4
|
)
|
|
|||
Publishing
|
825
|
|
|
|
3
|
|
|
|
830
|
|
|
|
3
|
|
|
|
(5
|
)
|
|
(1
|
)
|
|
|||
Corporate/Eliminations
|
(275
|
)
|
|
|
(1
|
)
|
|
|
(325
|
)
|
|
|
(1
|
)
|
|
|
50
|
|
|
15
|
|
|
|||
Total Revenues
|
$
|
27,250
|
|
|
|
100
|
%
|
|
|
$
|
26,535
|
|
|
|
100
|
%
|
|
|
$
|
715
|
|
|
3
|
%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Adjusted OIBDA:
|
|
|
|
|
|
|
|
|
|||||||
TV Entertainment
|
$
|
2,466
|
|
|
$
|
2,301
|
|
|
$
|
165
|
|
|
7
|
%
|
|
Cable Networks
|
4,341
|
|
|
4,442
|
|
|
(101
|
)
|
|
(2
|
)
|
|
|||
Filmed Entertainment
|
(33
|
)
|
|
(187
|
)
|
|
154
|
|
|
82
|
|
|
|||
Publishing
|
153
|
|
|
146
|
|
|
7
|
|
|
5
|
|
|
|||
Corporate/Eliminations
|
(433
|
)
|
|
(442
|
)
|
|
9
|
|
|
2
|
|
|
|||
Stock-based compensation
|
(205
|
)
|
|
(220
|
)
|
|
15
|
|
|
7
|
|
|
|||
Total Adjusted OIBDA
|
6,289
|
|
|
6,040
|
|
|
249
|
|
|
4
|
|
|
|||
Depreciation and amortization
|
(433
|
)
|
|
(443
|
)
|
|
10
|
|
|
2
|
|
|
|||
Restructuring and other corporate matters
|
(490
|
)
|
|
(258
|
)
|
|
(232
|
)
|
|
n/m
|
|
|
|||
Programming charges
|
(162
|
)
|
|
(144
|
)
|
|
(18
|
)
|
|
n/m
|
|
|
|||
Gain on sale of assets
|
—
|
|
|
146
|
|
|
(146
|
)
|
|
n/m
|
|
|
|||
Total Operating Income
|
$
|
5,204
|
|
|
$
|
5,341
|
|
|
$
|
(137
|
)
|
|
(3
|
)%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
|||||||
TV Entertainment
|
$
|
160
|
|
|
$
|
163
|
|
|
$
|
(3
|
)
|
|
(2
|
)%
|
|
Cable Networks
|
194
|
|
|
193
|
|
|
1
|
|
|
1
|
|
|
|||
Filmed Entertainment
|
38
|
|
|
42
|
|
|
(4
|
)
|
|
(10
|
)
|
|
|||
Publishing
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
|||
Corporate
|
35
|
|
|
39
|
|
|
(4
|
)
|
|
(10
|
)
|
|
|||
Total Depreciation and Amortization
|
$
|
433
|
|
|
$
|
443
|
|
|
$
|
(10
|
)
|
|
(2
|
)%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Advertising
|
$
|
5,751
|
|
|
$
|
5,696
|
|
|
$
|
55
|
|
|
1
|
%
|
|
Affiliate
|
2,082
|
|
|
1,674
|
|
|
408
|
|
|
24
|
|
|
|||
Content licensing
|
3,006
|
|
|
2,880
|
|
|
126
|
|
|
4
|
|
|
|||
Other
|
222
|
|
|
226
|
|
|
(4
|
)
|
|
(2
|
)
|
|
|||
Revenues
|
$
|
11,061
|
|
|
$
|
10,476
|
|
|
$
|
585
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
2,466
|
|
|
$
|
2,301
|
|
|
$
|
165
|
|
|
7
|
%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Advertising
|
$
|
5,130
|
|
|
$
|
4,947
|
|
|
$
|
183
|
|
|
4
|
%
|
|
Affiliate
|
6,294
|
|
|
6,479
|
|
|
(185
|
)
|
|
(3
|
)
|
|
|||
Content licensing
|
1,259
|
|
|
1,053
|
|
|
206
|
|
|
20
|
|
|
|||
Revenues
|
$
|
12,683
|
|
|
$
|
12,479
|
|
|
$
|
204
|
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
4,341
|
|
|
$
|
4,442
|
|
|
$
|
(101
|
)
|
|
(2
|
)%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Theatrical
|
$
|
744
|
|
|
$
|
716
|
|
|
$
|
28
|
|
|
4
|
%
|
|
Home Entertainment
|
617
|
|
|
789
|
|
|
(172
|
)
|
|
(22
|
)
|
|
|||
Licensing
|
1,493
|
|
|
1,468
|
|
|
25
|
|
|
2
|
|
|
|||
Other
|
102
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
|||
Revenues
|
$
|
2,956
|
|
|
$
|
3,075
|
|
|
$
|
(119
|
)
|
|
(4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
(33
|
)
|
|
$
|
(187
|
)
|
|
$
|
154
|
|
|
82
|
%
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Year Ended December 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|
|||||||
Revenues
|
$
|
825
|
|
|
$
|
830
|
|
|
$
|
(5
|
)
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
153
|
|
|
$
|
146
|
|
|
$
|
7
|
|
|
5
|
%
|
|
|
|
|
|
|
Increase/ (Decrease)
|
|
|
|
Increase/ (Decrease)
|
||||||||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2017
|
|
2018 vs. 2017
|
||||||||||||||
Cash provided by operating activities from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1,230
|
|
|
$
|
3,463
|
|
|
|
$
|
(2,233
|
)
|
|
|
$
|
2,345
|
|
|
|
$
|
1,118
|
|
|
Discontinued operations
|
—
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
94
|
|
|
|
(93
|
)
|
|
|||||
Cash provided by operating activities
|
1,230
|
|
|
3,464
|
|
|
|
(2,234
|
)
|
|
|
2,439
|
|
|
|
1,025
|
|
|
|||||
Cash (used for) provided by investing activities from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
(153
|
)
|
|
(588
|
)
|
|
|
435
|
|
|
|
150
|
|
|
|
(738
|
)
|
|
|||||
Discontinued operations
|
(2
|
)
|
|
(23
|
)
|
|
|
21
|
|
|
|
(24
|
)
|
|
|
1
|
|
|
|||||
Cash (used for) provided by investing activities
|
(155
|
)
|
|
(611
|
)
|
|
|
456
|
|
|
|
126
|
|
|
|
(737
|
)
|
|
|||||
Cash used for financing activities
|
(1,216
|
)
|
|
(2,531
|
)
|
|
|
1,315
|
|
|
|
(3,009
|
)
|
|
|
478
|
|
|
|||||
Effect of exchange rate changes on cash, cash
equivalents and restricted cash
|
(1
|
)
|
|
(25
|
)
|
|
|
24
|
|
|
|
58
|
|
|
|
(83
|
)
|
|
|||||
Net (decrease) increase in cash, cash equivalents and
restricted cash
|
$
|
(142
|
)
|
|
$
|
297
|
|
|
|
$
|
(439
|
)
|
|
|
$
|
(386
|
)
|
|
|
$
|
683
|
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Investments (a)
|
$
|
(171
|
)
|
|
$
|
(161
|
)
|
|
$
|
(128
|
)
|
Capital expenditures
|
(353
|
)
|
|
(352
|
)
|
|
(356
|
)
|
|||
Acquisitions, net of cash acquired (b)
|
(399
|
)
|
|
(118
|
)
|
|
(289
|
)
|
|||
Proceeds from dispositions (c)
|
756
|
|
|
39
|
|
|
892
|
|
|||
Other investing activities from continuing operations
|
14
|
|
|
4
|
|
|
31
|
|
|||
Cash flow (used for) provided by investing activities from continuing
operations
|
(153
|
)
|
|
(588
|
)
|
|
150
|
|
|||
Cash flow used for investing activities from discontinued operations
|
(2
|
)
|
|
(23
|
)
|
|
(24
|
)
|
|||
Cash flow (used for) provided by investing activities
|
$
|
(155
|
)
|
|
$
|
(611
|
)
|
|
$
|
126
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Proceeds from (repayments of) short-term debt borrowings, net
|
$
|
25
|
|
|
$
|
(5
|
)
|
|
$
|
229
|
|
Proceeds from issuance of senior notes
|
492
|
|
|
—
|
|
|
3,157
|
|
|||
Repayment of notes and debentures
|
(910
|
)
|
|
(1,102
|
)
|
|
(4,729
|
)
|
|||
Dividends
|
(595
|
)
|
|
(599
|
)
|
|
(616
|
)
|
|||
Repurchase of the Company’s Class B Common Stock
|
(57
|
)
|
|
(586
|
)
|
|
(1,111
|
)
|
|||
Payment of payroll taxes in lieu of issuing shares for
stock-based compensation |
(56
|
)
|
|
(67
|
)
|
|
(103
|
)
|
|||
Proceeds from exercise of stock options
|
15
|
|
|
29
|
|
|
263
|
|
|||
Other financing activities
|
(130
|
)
|
|
(201
|
)
|
|
(99
|
)
|
|||
Cash flow used for financing activities
|
$
|
(1,216
|
)
|
|
$
|
(2,531
|
)
|
|
$
|
(3,009
|
)
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash flow provided by operating activities (GAAP)
|
$
|
1,230
|
|
|
$
|
3,464
|
|
|
$
|
2,439
|
|
Capital expenditures
|
(353
|
)
|
|
(352
|
)
|
|
(356
|
)
|
|||
Less: Operating cash flow from discontinued operations
|
—
|
|
|
1
|
|
|
94
|
|
|||
Free cash flow (Non-GAAP)
|
$
|
877
|
|
|
$
|
3,111
|
|
|
$
|
1,989
|
|
At December 31,
|
2019
|
|
2018
|
||||
Commercial paper
|
$
|
699
|
|
|
$
|
674
|
|
Senior debt (2.30%-7.875% due 2019-2045)
|
16,690
|
|
|
17,086
|
|
||
Junior debt (5.875%-6.250% due 2057)
|
1,286
|
|
|
1,284
|
|
||
Obligations under finance leases
|
44
|
|
|
69
|
|
||
Total debt (a)
|
18,719
|
|
|
19,113
|
|
||
Less commercial paper
|
699
|
|
|
674
|
|
||
Less current portion of long-term debt
|
18
|
|
|
339
|
|
||
Total long-term debt, net of current portion
|
$
|
18,002
|
|
|
$
|
18,100
|
|
(a)
|
At December 31, 2019 and 2018, the senior and junior subordinated debt balances included (i) a net unamortized discount of $412 million and $422 million, respectively, (ii) unamortized deferred financing costs of $92 million and $98 million, respectively, and (iii) a decrease in the carrying value of the debt relating to previously settled fair value hedges of $6 million and $5 million, respectively. The face value of our total debt was $19.23 billion at December 31, 2019 and $19.64 billion at December 31, 2018.
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
|
|
|
|
and
|
2025 and
|
||||||||||
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
||||||||||
Off-Balance Sheet Arrangements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Programming and talent commitments (a)
|
$
|
10,355
|
|
|
$
|
3,003
|
|
|
$
|
5,350
|
|
|
$
|
1,159
|
|
|
$
|
843
|
|
Purchase obligations (b)
|
1,517
|
|
|
609
|
|
|
744
|
|
|
82
|
|
|
82
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
On-Balance Sheet Arrangements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating leases (c)
|
2,709
|
|
|
371
|
|
|
648
|
|
|
456
|
|
|
1,234
|
|
|||||
Long-term debt obligations (d)
|
18,486
|
|
|
—
|
|
|
2,345
|
|
|
3,557
|
|
|
12,584
|
|
|||||
Interest commitments on long-term debt (e)
|
13,046
|
|
|
868
|
|
|
1,627
|
|
|
1,418
|
|
|
9,133
|
|
|||||
Finance leases (including interest) (f)
|
47
|
|
|
21
|
|
|
23
|
|
|
2
|
|
|
1
|
|
|||||
Other long-term contractual obligations (g)
|
2,076
|
|
|
—
|
|
|
1,479
|
|
|
412
|
|
|
185
|
|
|||||
Total
|
$
|
48,236
|
|
|
$
|
4,872
|
|
|
$
|
12,216
|
|
|
$
|
7,086
|
|
|
$
|
24,062
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
|
VIACOMCBS INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Robert M. Bakish
|
|
|
|
Robert M. Bakish
President and
Chief Executive Officer
|
|
|
|
|
|
|
By:
|
/s/ Christina Spade
|
|
|
|
Christina Spade
Executive Vice President,
Chief Financial Officer
|
|
|
|
|
|
|
By:
|
/s/ Katherine Gill-Charest
|
|
|
|
Katherine Gill-Charest
Executive Vice President, Controller and
Chief Accounting Officer
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
$
|
27,812
|
|
|
$
|
27,250
|
|
|
$
|
26,535
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Operating
|
17,223
|
|
|
15,917
|
|
|
15,483
|
|
|||
Selling, general and administrative
|
5,647
|
|
|
5,206
|
|
|
5,156
|
|
|||
Depreciation and amortization
|
443
|
|
|
433
|
|
|
443
|
|
|||
Restructuring and other corporate matters
|
775
|
|
|
490
|
|
|
258
|
|
|||
Total costs and expenses
|
24,088
|
|
|
22,046
|
|
|
21,340
|
|
|||
Gain on sale of assets
|
549
|
|
|
—
|
|
|
146
|
|
|||
Operating income
|
4,273
|
|
|
5,204
|
|
|
5,341
|
|
|||
Interest expense
|
(962
|
)
|
|
(1,030
|
)
|
|
(1,088
|
)
|
|||
Interest income
|
66
|
|
|
79
|
|
|
87
|
|
|||
Gain (loss) on marketable securities
|
113
|
|
|
(23
|
)
|
|
—
|
|
|||
Gain (loss) on early extinguishment of debt
|
—
|
|
|
18
|
|
|
(38
|
)
|
|||
Gain on sale of EPIX
|
—
|
|
|
—
|
|
|
285
|
|
|||
Pension settlement charge
|
—
|
|
|
—
|
|
|
(352
|
)
|
|||
Other items, net
|
(145
|
)
|
|
(124
|
)
|
|
(115
|
)
|
|||
Earnings from continuing operations before income taxes
and equity in earnings (loss) of investee companies
|
3,345
|
|
|
4,124
|
|
|
4,120
|
|
|||
Benefit (provision) for income taxes
|
9
|
|
|
(617
|
)
|
|
(804
|
)
|
|||
Equity in earnings (loss) of investee companies, net of tax
|
(53
|
)
|
|
(47
|
)
|
|
4
|
|
|||
Net earnings from continuing operations
|
3,301
|
|
|
3,460
|
|
|
3,320
|
|
|||
Net earnings (loss) from discontinued operations, net of tax
|
38
|
|
|
32
|
|
|
(947
|
)
|
|||
Net earnings (ViacomCBS and noncontrolling interests)
|
3,339
|
|
|
3,492
|
|
|
2,373
|
|
|||
Net earnings attributable to noncontrolling interests
|
(31
|
)
|
|
(37
|
)
|
|
(52
|
)
|
|||
Net earnings attributable to ViacomCBS
|
$
|
3,308
|
|
|
$
|
3,455
|
|
|
$
|
2,321
|
|
|
|
|
|
|
|
||||||
Amounts attributable to ViacomCBS:
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
3,270
|
|
|
$
|
3,423
|
|
|
$
|
3,268
|
|
Net earnings (loss) from discontinued operations, net of tax
|
38
|
|
|
32
|
|
|
(947
|
)
|
|||
Net earnings attributable to ViacomCBS
|
$
|
3,308
|
|
|
$
|
3,455
|
|
|
$
|
2,321
|
|
|
|
|
|
|
|
||||||
Basic net earnings (loss) per common share attributable to ViacomCBS:
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
5.32
|
|
|
$
|
5.55
|
|
|
$
|
5.11
|
|
Net earnings (loss) from discontinued operations
|
$
|
.06
|
|
|
$
|
.05
|
|
|
$
|
(1.48
|
)
|
Net earnings
|
$
|
5.38
|
|
|
$
|
5.60
|
|
|
$
|
3.63
|
|
|
|
|
|
|
|
||||||
Diluted net earnings (loss) per common share attributable to ViacomCBS:
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
5.30
|
|
|
$
|
5.51
|
|
|
$
|
5.05
|
|
Net earnings (loss) from discontinued operations
|
$
|
.06
|
|
|
$
|
.05
|
|
|
$
|
(1.46
|
)
|
Net earnings
|
$
|
5.36
|
|
|
$
|
5.56
|
|
|
$
|
3.59
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
615
|
|
|
617
|
|
|
640
|
|
|||
Diluted
|
617
|
|
|
621
|
|
|
647
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net earnings (ViacomCBS and noncontrolling interests)
|
$
|
3,339
|
|
|
$
|
3,492
|
|
|
$
|
2,373
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Cumulative translation adjustments
|
15
|
|
|
(254
|
)
|
|
192
|
|
|||
Net actuarial gain (loss) and prior service costs
|
(145
|
)
|
|
(61
|
)
|
|
73
|
|
|||
Available-for-sale securities
|
—
|
|
|
—
|
|
|
30
|
|
|||
Other comprehensive income (loss), net of tax
(ViacomCBS and noncontrolling interests)
|
(130
|
)
|
|
(315
|
)
|
|
295
|
|
|||
Comprehensive income
|
3,209
|
|
|
3,177
|
|
|
2,668
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
33
|
|
|
31
|
|
|
52
|
|
|||
Comprehensive income attributable to ViacomCBS
|
$
|
3,176
|
|
|
$
|
3,146
|
|
|
$
|
2,616
|
|
|
|
At December 31,
|
|
||||||
|
|
2019
|
|
2018
|
|
||||
ASSETS
|
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
632
|
|
|
$
|
856
|
|
|
Receivables, net
|
|
7,206
|
|
|
7,199
|
|
|
||
Programming and other inventory
|
|
2,876
|
|
|
2,785
|
|
|
||
Prepaid expenses
|
|
401
|
|
|
372
|
|
|
||
Other current assets
|
|
787
|
|
|
668
|
|
|
||
Total current assets
|
|
11,902
|
|
|
11,880
|
|
|
||
Property and equipment, net
|
|
2,085
|
|
|
2,079
|
|
|
||
Programming and other inventory
|
|
8,652
|
|
|
7,298
|
|
|
||
Goodwill
|
|
16,980
|
|
|
16,526
|
|
|
||
Intangible assets, net
|
|
2,993
|
|
|
2,943
|
|
|
||
Operating lease assets
|
|
1,939
|
|
|
—
|
|
|
||
Deferred income tax assets, net
|
|
939
|
|
|
266
|
|
|
||
Other assets
|
|
4,006
|
|
|
3,449
|
|
|
||
Assets held for sale
|
|
23
|
|
|
56
|
|
|
||
Total Assets
|
|
$
|
49,519
|
|
|
$
|
44,497
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
667
|
|
|
$
|
502
|
|
|
Accrued expenses
|
|
1,760
|
|
|
1,633
|
|
|
||
Participants’ share and royalties payable
|
|
1,977
|
|
|
1,828
|
|
|
||
Accrued programming and production costs
|
|
1,500
|
|
|
1,453
|
|
|
||
Deferred revenues
|
|
739
|
|
|
643
|
|
|
||
Debt
|
|
717
|
|
|
1,013
|
|
|
||
Other current liabilities
|
|
1,688
|
|
|
1,249
|
|
|
||
Total current liabilities
|
|
9,048
|
|
|
8,321
|
|
|
||
Long-term debt
|
|
18,002
|
|
|
18,100
|
|
|
||
Participants’ share and royalties payable
|
|
1,546
|
|
|
1,587
|
|
|
||
Pension and postretirement benefit obligations
|
|
2,121
|
|
|
1,908
|
|
|
||
Deferred income tax liabilities, net
|
|
500
|
|
|
656
|
|
|
||
Operating lease liabilities
|
|
1,909
|
|
|
—
|
|
|
||
Program rights obligations
|
|
356
|
|
|
459
|
|
|
||
Other liabilities
|
|
2,494
|
|
|
2,724
|
|
|
||
Redeemable noncontrolling interest
|
|
254
|
|
|
239
|
|
|
||
|
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||||
ViacomCBS stockholders’ equity:
|
|
|
|
|
|
||||
Class A Common Stock, par value $.001 per share; 375 shares authorized;
52 (2019) and 64 (2018) shares issued
|
|
—
|
|
|
—
|
|
|
||
Class B Common Stock, par value $.001 per share; 5,000 shares authorized;
1,064 (2019) and 1,283 (2018) shares issued
|
|
1
|
|
|
1
|
|
|
||
Additional paid-in capital
|
|
29,590
|
|
|
49,907
|
|
|
||
Treasury stock, at cost; 501 (2019) and 734 (2018) Class B Shares
|
|
(22,908
|
)
|
|
(43,420
|
)
|
|
||
Retained earnings
|
|
8,494
|
|
|
5,569
|
|
|
||
Accumulated other comprehensive loss
|
|
(1,970
|
)
|
|
(1,608
|
)
|
|
||
Total ViacomCBS stockholders’ equity
|
|
13,207
|
|
|
10,449
|
|
|
||
Noncontrolling interests
|
|
82
|
|
|
54
|
|
|
||
Total Equity
|
|
13,289
|
|
|
10,503
|
|
|
||
Total Liabilities and Equity
|
|
$
|
49,519
|
|
|
$
|
44,497
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities:
|
|
|
|
|
|
|
||||||
Net earnings (ViacomCBS and noncontrolling interests)
|
|
$
|
3,339
|
|
|
$
|
3,492
|
|
|
$
|
2,373
|
|
Less: Net earnings (loss) from discontinued operations, net of tax
|
|
38
|
|
|
32
|
|
|
(947
|
)
|
|||
Net earnings from continuing operations
|
|
3,301
|
|
|
3,460
|
|
|
3,320
|
|
|||
Adjustments to reconcile net earnings from continuing operations to net cash flow
provided by operating activities from continuing operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
443
|
|
|
433
|
|
|
443
|
|
|||
Television programming and feature film cost amortization
|
|
12,554
|
|
|
11,595
|
|
|
10,911
|
|
|||
Deferred tax (benefit) provision
|
|
(769
|
)
|
|
58
|
|
|
(367
|
)
|
|||
Stock-based compensation
|
|
291
|
|
|
191
|
|
|
232
|
|
|||
Net (gain) loss on dispositions and impairment of assets
|
|
(498
|
)
|
|
38
|
|
|
(377
|
)
|
|||
(Gain) loss on marketable securities
|
|
(113
|
)
|
|
23
|
|
|
—
|
|
|||
Equity in loss of investee companies, net of tax and distributions
|
|
58
|
|
|
54
|
|
|
15
|
|
|||
Change in assets and liabilities
|
|
|
|
|
|
|
||||||
Increase in receivables
|
|
(256
|
)
|
|
(368
|
)
|
|
(147
|
)
|
|||
Increase in inventory and related program and participation liabilities, net
|
|
(14,215
|
)
|
|
(12,185
|
)
|
|
(11,544
|
)
|
|||
Increase (decrease) in accounts payable and other liabilities
|
|
297
|
|
|
(158
|
)
|
|
(248
|
)
|
|||
Increase (decrease) in pension and postretirement benefit obligations
|
|
16
|
|
|
(65
|
)
|
|
(239
|
)
|
|||
Increase in income taxes
|
|
160
|
|
|
398
|
|
|
345
|
|
|||
Other, net
|
|
(39
|
)
|
|
(11
|
)
|
|
1
|
|
|||
Net cash flow provided by operating activities from continuing operations
|
|
1,230
|
|
|
3,463
|
|
|
2,345
|
|
|||
Net cash flow provided by operating activities from discontinued operations
|
|
—
|
|
|
1
|
|
|
94
|
|
|||
Net cash flow provided by operating activities
|
|
1,230
|
|
|
3,464
|
|
|
2,439
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
||||||
Investments
|
|
(171
|
)
|
|
(161
|
)
|
|
(128
|
)
|
|||
Capital expenditures
|
|
(353
|
)
|
|
(352
|
)
|
|
(356
|
)
|
|||
Acquisitions, net of cash acquired
|
|
(399
|
)
|
|
(118
|
)
|
|
(289
|
)
|
|||
Proceeds from dispositions
|
|
756
|
|
|
39
|
|
|
892
|
|
|||
Other investing activities
|
|
14
|
|
|
4
|
|
|
31
|
|
|||
Net cash flow (used for) provided by investing activities from continuing operations
|
|
(153
|
)
|
|
(588
|
)
|
|
150
|
|
|||
Net cash flow used for investing activities from discontinued operations
|
|
(2
|
)
|
|
(23
|
)
|
|
(24
|
)
|
|||
Net cash flow (used for) provided by investing activities
|
|
(155
|
)
|
|
(611
|
)
|
|
126
|
|
|||
Financing Activities:
|
|
|
|
|
|
|
||||||
Proceeds from (repayments of) short-term debt borrowings, net
|
|
25
|
|
|
(5
|
)
|
|
229
|
|
|||
Proceeds from issuance of senior notes
|
|
492
|
|
|
—
|
|
|
3,157
|
|
|||
Repayment of notes and debentures
|
|
(910
|
)
|
|
(1,102
|
)
|
|
(4,729
|
)
|
|||
Dividends
|
|
(595
|
)
|
|
(599
|
)
|
|
(616
|
)
|
|||
Purchase of Company common stock
|
|
(57
|
)
|
|
(586
|
)
|
|
(1,111
|
)
|
|||
Payment of payroll taxes in lieu of issuing shares for stock-based compensation
|
|
(56
|
)
|
|
(67
|
)
|
|
(103
|
)
|
|||
Proceeds from exercise of stock options
|
|
15
|
|
|
29
|
|
|
263
|
|
|||
Other financing activities
|
|
(130
|
)
|
|
(201
|
)
|
|
(99
|
)
|
|||
Net cash flow used for financing activities
|
|
(1,216
|
)
|
|
(2,531
|
)
|
|
(3,009
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(1
|
)
|
|
(25
|
)
|
|
58
|
|
|||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
|
(142
|
)
|
|
297
|
|
|
(386
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of year
(includes $120 (2019) of restricted cash and $24 (2017) of discontinued
operations cash)
|
|
976
|
|
|
679
|
|
|
1,065
|
|
|||
Cash, cash equivalents and restricted cash at end of year
(includes $202 (2019) and $120 (2018) of restricted cash)
|
|
$
|
834
|
|
|
$
|
976
|
|
|
$
|
679
|
|
|
Class A and B Common Stock
|
|
Treasury
Stock
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total ViacomCBS Stockholders’ Equity
|
|
Non-Controlling Interests
|
|
Total Equity
|
|||||||||||||||||||||||||||||
|
(Shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
December 31, 2016
|
648
|
|
|
$
|
1
|
|
|
$
|
(40,997
|
)
|
|
$
|
50,499
|
|
|
|
|
$
|
296
|
|
|
|
|
$
|
(1,564
|
)
|
|
|
|
$
|
8,235
|
|
|
|
|
$
|
51
|
|
|
|
$
|
8,286
|
|
Stock-based compensation
activity
|
8
|
|
|
—
|
|
|
122
|
|
|
281
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
403
|
|
|
|
|
—
|
|
|
|
403
|
|
||||||||
Retirement of treasury
stock
|
—
|
|
|
—
|
|
|
89
|
|
|
(89
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
||||||||
Class B Common Stock
purchased
|
(16
|
)
|
|
—
|
|
|
(1,050
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(1,050
|
)
|
|
|
|
—
|
|
|
|
(1,050
|
)
|
||||||||
CBS Radio Split-off
|
(18
|
)
|
|
—
|
|
|
(1,007
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(1,007
|
)
|
|
|
|
—
|
|
|
|
(1,007
|
)
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(612
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(612
|
)
|
|
|
|
—
|
|
|
|
(612
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
|
|
(55
|
)
|
|
|
|
—
|
|
|
|
|
(66
|
)
|
|
|
|
(22
|
)
|
|
|
(88
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2,321
|
|
|
|
|
—
|
|
|
|
|
2,321
|
|
|
|
|
52
|
|
|
|
2,373
|
|
||||||||
Other comprehensive
income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
295
|
|
|
|
|
295
|
|
|
|
|
—
|
|
|
|
295
|
|
||||||||
December 31, 2017
|
622
|
|
|
1
|
|
|
(42,843
|
)
|
|
50,068
|
|
|
|
|
2,562
|
|
|
|
|
(1,269
|
)
|
|
|
|
8,519
|
|
|
|
|
81
|
|
|
|
8,600
|
|
||||||||
Stock-based compensation
activity
|
3
|
|
|
—
|
|
|
(36
|
)
|
|
198
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
162
|
|
|
|
|
—
|
|
|
|
162
|
|
||||||||
Retirement of treasury
stock
|
—
|
|
|
—
|
|
|
59
|
|
|
(59
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
||||||||
Class B Common Stock
purchased
|
(12
|
)
|
|
—
|
|
|
(600
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(600
|
)
|
|
|
|
—
|
|
|
|
(600
|
)
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
|
|
(299
|
)
|
|
|
|
—
|
|
|
|
|
(599
|
)
|
|
|
|
—
|
|
|
|
(599
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(58
|
)
|
|
|
(58
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
3,455
|
|
|
|
|
—
|
|
|
|
|
3,455
|
|
|
|
|
37
|
|
|
|
3,492
|
|
||||||||
Adoption of accounting
standards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(149
|
)
|
|
|
|
(30
|
)
|
|
|
|
(179
|
)
|
|
|
|
—
|
|
|
|
(179
|
)
|
||||||||
Other comprehensive
loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(309
|
)
|
|
|
|
(309
|
)
|
|
|
|
(6
|
)
|
|
|
(315
|
)
|
||||||||
December 31, 2018
|
613
|
|
|
1
|
|
|
(43,420
|
)
|
|
49,907
|
|
|
|
|
5,569
|
|
|
|
|
(1,608
|
)
|
|
|
|
10,449
|
|
|
|
|
54
|
|
|
|
10,503
|
|
||||||||
Stock-based compensation
activity and other
|
3
|
|
|
—
|
|
|
(15
|
)
|
|
270
|
|
|
|
|
(4
|
)
|
|
|
|
—
|
|
|
|
|
251
|
|
|
|
|
—
|
|
|
|
251
|
|
||||||||
Retirement of treasury
stock
|
—
|
|
|
—
|
|
|
20,577
|
|
|
(20,577
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
||||||||
Class B Common Stock
purchased
|
(1
|
)
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(50
|
)
|
|
|
|
—
|
|
|
|
(50
|
)
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(600
|
)
|
|
|
|
—
|
|
|
|
|
(600
|
)
|
|
|
|
—
|
|
|
|
(600
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
|
|
(9
|
)
|
|
|
|
—
|
|
|
|
|
(19
|
)
|
|
|
|
(5
|
)
|
|
|
(24
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
3,308
|
|
|
|
|
—
|
|
|
|
|
3,308
|
|
|
|
|
31
|
|
|
|
3,339
|
|
||||||||
Reclassification of income
tax effect of the Tax
Reform Act
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
230
|
|
|
|
|
(230
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
||||||||
Other comprehensive
income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(132
|
)
|
|
|
|
(132
|
)
|
|
|
|
2
|
|
|
|
(130
|
)
|
||||||||
December 31, 2019
|
615
|
|
|
$
|
1
|
|
|
$
|
(22,908
|
)
|
|
$
|
29,590
|
|
|
|
|
$
|
8,494
|
|
|
|
|
$
|
(1,970
|
)
|
|
|
|
$
|
13,207
|
|
|
|
|
$
|
82
|
|
|
|
$
|
13,289
|
|
|
Period from January 1
|
|
Year Ended December 31,
|
||||||||||
|
to December 4, 2019
|
|
2018
|
|
2017
|
||||||||
Net earnings from continuing operations
attributable to ViacomCBS
|
|
$
|
1,353
|
|
|
|
$
|
1,463
|
|
|
$
|
1,959
|
|
Net earnings per common share from continuing
operations attributable to ViacomCBS:
|
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
.44
|
|
|
|
$
|
.35
|
|
|
$
|
1.85
|
|
Diluted
|
|
$
|
.45
|
|
|
|
$
|
.37
|
|
|
$
|
1.83
|
|
Other comprehensive income (loss)
|
|
$
|
(148
|
)
|
|
|
$
|
(202
|
)
|
|
$
|
190
|
|
Buildings and building improvements
|
10 to 40 years
|
Leasehold improvements
|
Shorter of lease term or useful life
|
Equipment and other (including finance leases)
|
3 to 20 years
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|||
(in millions)
|
|
|
|
|
|
|||
Weighted average shares for basic EPS
|
615
|
|
|
617
|
|
|
640
|
|
Dilutive effect of shares issuable under stock-based compensation plans
|
2
|
|
|
4
|
|
|
7
|
|
Weighted average shares for diluted EPS
|
617
|
|
|
621
|
|
|
647
|
|
At December 31,
|
2019
|
|
2018
|
||||
Land
|
$
|
439
|
|
|
$
|
439
|
|
Buildings
|
1,263
|
|
|
1,242
|
|
||
Finance leases (a)
|
195
|
|
|
335
|
|
||
Equipment and other
|
4,096
|
|
|
3,899
|
|
||
|
5,993
|
|
|
5,915
|
|
||
Less accumulated depreciation and amortization
|
3,908
|
|
|
3,836
|
|
||
Net property and equipment
|
$
|
2,085
|
|
|
$
|
2,079
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation expense, including amortization of finance leases (a)
|
$
|
366
|
|
|
$
|
382
|
|
|
$
|
395
|
|
At December 31,
|
2019
|
|
2018
|
||||
Acquired television program rights
|
$
|
3,477
|
|
|
$
|
3,655
|
|
Acquired television library
|
99
|
|
|
99
|
|
||
Internally produced television programming:
|
|
|
|
||||
Released
|
3,627
|
|
|
2,986
|
|
||
In process and other
|
2,626
|
|
|
1,917
|
|
||
Film inventory:
|
|
|
|
||||
Released
|
502
|
|
|
619
|
|
||
Completed, not yet released
|
55
|
|
|
31
|
|
||
In process and other
|
1,037
|
|
|
674
|
|
||
Home entertainment and Publishing (primarily finished goods)
|
105
|
|
|
102
|
|
||
Total programming and other inventory
|
11,528
|
|
|
10,083
|
|
||
Less current portion
|
2,876
|
|
|
2,785
|
|
||
Total noncurrent programming and other inventory
|
$
|
8,652
|
|
|
$
|
7,298
|
|
|
|
Balance at
|
|
Acquisitions /
|
|
|
Foreign
|
|
Balance at
|
||||||||||||
|
|
December 31, 2018
|
|
(Dispositions)
|
|
|
Currency
|
|
December 31, 2019
|
||||||||||||
TV Entertainment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
$
|
17,618
|
|
|
|
$
|
(3
|
)
|
|
|
$
|
—
|
|
|
|
$
|
17,615
|
|
|
Accumulated impairment losses
|
|
|
(13,354
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(13,354
|
)
|
|
||||
Goodwill, net of impairment
|
|
|
4,264
|
|
|
|
(3
|
)
|
|
|
—
|
|
|
|
4,261
|
|
|
||||
Cable Networks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
10,234
|
|
|
|
451
|
|
(a)
|
|
6
|
|
|
|
10,691
|
|
|
||||
Accumulated impairment losses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Goodwill, net of impairment
|
|
|
10,234
|
|
|
|
451
|
|
|
|
6
|
|
|
|
10,691
|
|
|
||||
Filmed Entertainment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
1,593
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,593
|
|
|
||||
Accumulated impairment losses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Goodwill, net of impairment
|
|
|
1,593
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,593
|
|
|
||||
Publishing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
435
|
|
|
|
—
|
|
|
|
—
|
|
|
|
435
|
|
|
||||
Accumulated impairment losses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Goodwill, net of impairment
|
|
|
435
|
|
|
|
—
|
|
|
|
—
|
|
|
|
435
|
|
|
||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
29,880
|
|
|
|
448
|
|
|
|
6
|
|
|
|
30,334
|
|
|
||||
Accumulated impairment losses
|
|
|
(13,354
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(13,354
|
)
|
|
||||
Goodwill, net of impairment
|
|
|
$
|
16,526
|
|
|
|
$
|
448
|
|
|
|
$
|
6
|
|
|
|
$
|
16,980
|
|
|
|
|
Balance at
|
|
|
|
|
Foreign
|
|
Balance at
|
||||||||||||
|
|
December 31, 2017
|
|
Acquisitions
|
|
|
Currency
|
|
December 31, 2018
|
||||||||||||
TV Entertainment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
$
|
17,591
|
|
|
|
$
|
27
|
|
|
|
$
|
—
|
|
|
|
$
|
17,618
|
|
|
Accumulated impairment losses
|
|
|
(13,354
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(13,354
|
)
|
|
||||
Goodwill, net of impairment
|
|
|
4,237
|
|
|
|
27
|
|
|
|
—
|
|
|
|
4,264
|
|
|
||||
Cable Networks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
10,286
|
|
|
|
64
|
|
|
|
(116
|
)
|
|
|
10,234
|
|
|
||||
Accumulated impairment losses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Goodwill, net of impairment
|
|
|
10,286
|
|
|
|
64
|
|
|
|
(116
|
)
|
|
|
10,234
|
|
|
||||
Filmed Entertainment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
1,593
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,593
|
|
|
||||
Accumulated impairment losses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Goodwill, net of impairment
|
|
|
1,593
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,593
|
|
|
||||
Publishing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
435
|
|
|
|
|
|
|
—
|
|
|
|
435
|
|
|
|||||
Accumulated impairment losses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Goodwill, net of impairment
|
|
|
435
|
|
|
|
—
|
|
|
|
—
|
|
|
|
435
|
|
|
||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
|
29,905
|
|
|
|
91
|
|
|
|
(116
|
)
|
|
|
29,880
|
|
|
||||
Accumulated impairment losses
|
|
|
(13,354
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(13,354
|
)
|
|
||||
Goodwill, net of impairment
|
|
|
$
|
16,551
|
|
|
|
$
|
91
|
|
|
|
$
|
(116
|
)
|
|
|
$
|
16,526
|
|
|
|
|
|
Accumulated
|
|
|
||||||
At December 31, 2019
|
Gross
|
|
Amortization
|
|
Net
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trade names
|
$
|
404
|
|
|
$
|
(171
|
)
|
|
$
|
233
|
|
Licenses
|
159
|
|
|
(38
|
)
|
|
121
|
|
|||
Customer agreements
|
119
|
|
|
(92
|
)
|
|
27
|
|
|||
Other intangible assets
|
263
|
|
|
(151
|
)
|
|
112
|
|
|||
Total intangible assets subject to amortization
|
945
|
|
|
(452
|
)
|
|
493
|
|
|||
FCC licenses
|
2,441
|
|
|
—
|
|
|
2,441
|
|
|||
International broadcast licenses
|
25
|
|
|
—
|
|
|
25
|
|
|||
Other intangible assets
|
34
|
|
|
|
|
34
|
|
||||
Total intangible assets
|
$
|
3,445
|
|
|
$
|
(452
|
)
|
|
$
|
2,993
|
|
|
|
|
Accumulated
|
|
|
||||||
At December 31, 2018
|
Gross
|
|
Amortization
|
|
Net
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trade names
|
$
|
384
|
|
|
$
|
(148
|
)
|
|
$
|
236
|
|
Licenses
|
145
|
|
|
(29
|
)
|
|
116
|
|
|||
Customer agreements
|
92
|
|
|
(88
|
)
|
|
4
|
|
|||
Other intangible assets
|
195
|
|
|
(128
|
)
|
|
67
|
|
|||
Total intangible assets subject to amortization
|
816
|
|
|
(393
|
)
|
|
423
|
|
|||
FCC licenses
|
2,441
|
|
|
—
|
|
|
2,441
|
|
|||
International broadcast licenses
|
45
|
|
|
—
|
|
|
45
|
|
|||
Other intangible assets
|
34
|
|
|
—
|
|
|
34
|
|
|||
Total intangible assets
|
$
|
3,336
|
|
|
$
|
(393
|
)
|
|
$
|
2,943
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Amortization expense (a)
|
|
$
|
77
|
|
|
|
|
$
|
51
|
|
|
|
|
$
|
48
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||||||||||||
Future amortization expense
|
|
$
|
64
|
|
|
|
|
$
|
55
|
|
|
|
|
$
|
52
|
|
|
|
|
$
|
47
|
|
|
|
|
$
|
39
|
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Severance
|
$
|
401
|
|
|
$
|
235
|
|
|
$
|
224
|
|
Exit costs and other
|
23
|
|
|
75
|
|
|
12
|
|
|||
Asset impairment
|
—
|
|
|
—
|
|
|
22
|
|
|||
Restructuring charges
|
424
|
|
|
310
|
|
|
258
|
|
|||
Restructuring-related costs
|
—
|
|
|
52
|
|
|
—
|
|
|||
Merger-related costs
|
294
|
|
|
—
|
|
|
—
|
|
|||
Other corporate matters
|
57
|
|
|
128
|
|
|
—
|
|
|||
Restructuring and other corporate matters
|
$
|
775
|
|
|
$
|
490
|
|
|
$
|
258
|
|
|
|
|
|
|
|
||||||
Programming charges
|
$
|
589
|
|
|
$
|
162
|
|
|
$
|
144
|
|
|
Balance at
|
|
2019 Activity
|
|
Balance at
|
||||||||||||||||||||
|
December 31, 2018
|
|
Charges (a)
|
|
Payments
|
|
Other
|
|
December 31, 2019
|
||||||||||||||||
TV Entertainment
|
|
$
|
54
|
|
|
|
$
|
93
|
|
|
|
$
|
(82
|
)
|
|
|
$
|
(1
|
)
|
|
|
$
|
64
|
|
|
Cable Networks
|
|
151
|
|
|
|
93
|
|
|
|
(104
|
)
|
|
|
(7
|
)
|
|
|
133
|
|
|
|||||
Filmed Entertainment
|
|
22
|
|
|
|
8
|
|
|
|
(12
|
)
|
|
|
(1
|
)
|
|
|
17
|
|
|
|||||
Publishing
|
|
2
|
|
|
|
6
|
|
|
|
(4
|
)
|
|
|
—
|
|
|
|
4
|
|
|
|||||
Corporate
|
|
57
|
|
|
|
157
|
|
|
|
(32
|
)
|
|
|
—
|
|
|
|
182
|
|
|
|||||
Total
|
|
$
|
286
|
|
|
|
$
|
357
|
|
|
|
$
|
(234
|
)
|
|
|
$
|
(9
|
)
|
|
|
$
|
400
|
|
|
|
Balance at
|
|
2018 Activity
|
|
Balance at
|
||||||||||||||||||||
|
December 31, 2017
|
|
Charges (a)
|
|
Payments
|
|
Other
|
|
December 31, 2018
|
||||||||||||||||
TV Entertainment
|
|
$
|
50
|
|
|
|
$
|
45
|
|
|
|
$
|
(40
|
)
|
|
|
$
|
(1
|
)
|
|
|
$
|
54
|
|
|
Cable Networks
|
|
91
|
|
|
|
185
|
|
|
|
(117
|
)
|
|
|
(8
|
)
|
|
|
151
|
|
|
|||||
Filmed Entertainment
|
|
32
|
|
|
|
18
|
|
|
|
(28
|
)
|
|
|
—
|
|
|
|
22
|
|
|
|||||
Publishing
|
|
3
|
|
|
|
1
|
|
|
|
(2
|
)
|
|
|
—
|
|
|
|
2
|
|
|
|||||
Corporate
|
|
37
|
|
|
|
53
|
|
|
|
(32
|
)
|
|
|
(1
|
)
|
|
|
57
|
|
|
|||||
Total
|
|
$
|
213
|
|
|
|
$
|
302
|
|
|
|
$
|
(219
|
)
|
|
|
$
|
(10
|
)
|
|
|
$
|
286
|
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
$
|
179
|
|
|
$
|
170
|
|
|
$
|
183
|
|
Operating expenses
|
$
|
14
|
|
|
$
|
22
|
|
|
$
|
41
|
|
At December 31,
|
2019
|
|
2018
|
||||
Amounts due to/from other related parties
|
|
|
|
||||
Accounts receivable
|
$
|
45
|
|
|
$
|
83
|
|
Accounts payable
|
$
|
3
|
|
|
$
|
9
|
|
|
Year Ended
|
||||
|
December 31, 2019
|
||||
Assets
|
|
|
|
||
Receivables
|
|
$
|
31
|
|
|
Prepaid expenses and other current assets
|
|
3
|
|
|
|
Goodwill
|
|
277
|
|
|
|
Intangible assets
|
|
41
|
|
|
|
Other assets (noncurrent)
|
|
8
|
|
|
|
Assets acquired
|
|
$
|
360
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
||
Accounts payable
|
|
$
|
27
|
|
|
Accrued expenses
|
|
4
|
|
|
|
Other liabilities
|
|
5
|
|
|
|
Liabilities assumed
|
|
$
|
36
|
|
|
Total purchase price
|
|
$
|
324
|
|
|
At December 31,
|
2019
|
|
2018
|
||||
Commercial paper
|
$
|
699
|
|
|
$
|
674
|
|
2.30% Senior Notes due 2019
|
—
|
|
|
601
|
|
||
5.625% Senior Notes due 2019
|
—
|
|
|
221
|
|
||
2.750% Senior Notes due 2019
|
—
|
|
|
90
|
|
||
4.30% Senior Notes due 2021
|
300
|
|
|
300
|
|
||
4.50% Senior Notes due 2021
|
499
|
|
|
498
|
|
||
3.875% Senior Notes due 2021
|
597
|
|
|
596
|
|
||
2.250% Senior Notes due 2022
|
49
|
|
|
49
|
|
||
3.375% Senior Notes due 2022
|
698
|
|
|
697
|
|
||
3.125% Senior Notes due 2022
|
194
|
|
|
194
|
|
||
2.50% Senior Notes due 2023
|
398
|
|
|
397
|
|
||
3.25% Senior Notes due 2023
|
181
|
|
|
181
|
|
||
2.90% Senior Notes due 2023
|
396
|
|
|
396
|
|
||
4.25% Senior Notes due 2023
|
1,242
|
|
|
1,240
|
|
||
7.875% Debentures due 2023
|
187
|
|
|
187
|
|
||
7.125% Senior Notes due 2023
|
46
|
|
|
46
|
|
||
3.875% Senior Notes due 2024
|
489
|
|
|
489
|
|
||
3.70% Senior Notes due 2024
|
598
|
|
|
597
|
|
||
3.50% Senior Notes due 2025
|
592
|
|
|
590
|
|
||
4.00% Senior Notes due 2026
|
789
|
|
|
787
|
|
||
3.45% Senior Notes due 2026
|
123
|
|
|
123
|
|
||
2.90% Senior Notes due 2027
|
688
|
|
|
686
|
|
||
3.375% Senior Notes due 2028
|
494
|
|
|
493
|
|
||
3.70% Senior Notes due 2028
|
491
|
|
|
490
|
|
||
4.20% Senior Notes due 2029
|
493
|
|
|
—
|
|
||
7.875% Senior Debentures due 2030
|
831
|
|
|
832
|
|
||
5.50% Senior Debentures due 2033
|
426
|
|
|
426
|
|
||
4.85% Senior Debentures due 2034
|
87
|
|
|
86
|
|
||
6.875% Senior Debentures due 2036
|
1,068
|
|
|
1,068
|
|
||
6.75% Senior Debentures due 2037
|
75
|
|
|
75
|
|
||
5.90% Senior Notes due 2040
|
297
|
|
|
297
|
|
||
4.50% Senior Debentures due 2042
|
45
|
|
|
45
|
|
||
4.85% Senior Notes due 2042
|
486
|
|
|
486
|
|
||
4.375% Senior Debentures due 2043
|
1,109
|
|
|
1,103
|
|
||
4.875% Senior Debentures due 2043
|
18
|
|
|
18
|
|
||
5.850% Senior Debentures due 2043
|
1,231
|
|
|
1,230
|
|
||
5.25% Senior Debentures due 2044
|
345
|
|
|
345
|
|
||
4.90% Senior Notes due 2044
|
539
|
|
|
539
|
|
||
4.60% Senior Notes due 2045
|
589
|
|
|
588
|
|
||
5.875% Junior Subordinated Debentures due 2057
|
643
|
|
|
642
|
|
||
6.25% Junior Subordinated Debentures due 2057
|
643
|
|
|
642
|
|
||
Obligations under finance leases
|
44
|
|
|
69
|
|
||
Total debt (a)
|
18,719
|
|
|
19,113
|
|
||
Less commercial paper
|
699
|
|
|
674
|
|
||
Less current portion
|
18
|
|
|
339
|
|
||
Total long-term debt, net of current portion
|
$
|
18,002
|
|
|
$
|
18,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 and
|
||||||||||||
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
||||||||||||||||||||||
Long-term debt
|
|
$
|
—
|
|
|
|
$
|
1,400
|
|
|
|
$
|
945
|
|
|
|
$
|
2,465
|
|
|
|
$
|
1,092
|
|
|
$
|
12,584
|
|
|
Leases
|
||||||
|
Operating
|
|
Finance
|
||||
Right-of-Use Assets
|
|
|
|
||||
Operating lease assets
|
$
|
1,939
|
|
|
$
|
—
|
|
Property and equipment, net
|
$
|
—
|
|
|
$
|
35
|
|
|
|
|
|
||||
Lease Liabilities
|
|
|
|
||||
Other current liabilities
|
$
|
292
|
|
|
$
|
—
|
|
Debt
|
—
|
|
|
19
|
|
||
Operating lease liabilities
|
1,909
|
|
|
—
|
|
||
Long-term debt
|
—
|
|
|
25
|
|
||
Total lease liabilities
|
$
|
2,201
|
|
|
$
|
44
|
|
|
Leases
|
||||
|
Operating
|
|
Finance
|
||
Weighted average remaining lease term
|
9 years
|
|
|
3 years
|
|
|
|
|
|
||
Weighted average discount rate
|
4.1
|
%
|
|
4.5
|
%
|
|
Year Ended
|
||||
|
December 31, 2019
|
||||
Operating lease cost (a) (b)
|
|
$
|
406
|
|
|
Finance lease cost:
|
|
|
|
||
Amortization of right-of-use assets
|
|
23
|
|
|
|
Interest expense on lease liabilities
|
|
3
|
|
|
|
Short-term lease cost (b) (c)
|
|
242
|
|
|
|
Variable lease cost (d)
|
|
80
|
|
|
|
Sublease income
|
|
(31
|
)
|
|
|
Total lease cost
|
|
$
|
723
|
|
|
|
Year Ended
|
||||
|
December 31, 2019
|
||||
Cash paid for amounts included in lease liabilities
|
|
|
|
||
Operating lease payments, included in operating cash flows
|
|
$
|
341
|
|
|
Finance lease payments, included in financing cash flows
|
|
$
|
27
|
|
|
|
|
|
|
||
Noncash additions to operating lease assets
|
|
$
|
389
|
|
|
|
Leases
|
||||||
|
Operating
|
|
Finance
|
||||
2020
|
$
|
371
|
|
|
$
|
21
|
|
2021
|
352
|
|
|
16
|
|
||
2022
|
296
|
|
|
7
|
|
||
2023
|
251
|
|
|
1
|
|
||
2024
|
205
|
|
|
1
|
|
||
2025 and thereafter
|
1,234
|
|
|
1
|
|
||
Total minimum payments
|
2,709
|
|
|
47
|
|
||
Less amounts representing interest
|
508
|
|
|
3
|
|
||
Present value of minimum payments
|
$
|
2,201
|
|
|
$
|
44
|
|
|
Leases
|
||||||
|
Operating (a)
|
|
Finance
|
||||
2019
|
$
|
305
|
|
|
$
|
29
|
|
2020
|
309
|
|
|
20
|
|
||
2021
|
282
|
|
|
15
|
|
||
2022
|
247
|
|
|
7
|
|
||
2023
|
211
|
|
|
2
|
|
||
2024 and thereafter
|
1,228
|
|
|
2
|
|
||
Total minimum payments
|
$
|
2,582
|
|
|
$
|
75
|
|
Less amounts representing interest
|
|
|
|
6
|
|
||
Present value of minimum payments
|
|
|
|
$
|
69
|
|
2020
|
$
|
68
|
|
2021
|
52
|
|
|
2022
|
45
|
|
|
2023
|
44
|
|
|
2024
|
36
|
|
|
2025 and thereafter
|
57
|
|
|
Total
|
$
|
302
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
Financial Statement Account
|
||||||||
Non-designated foreign exchange contracts
|
|
$
|
(4
|
)
|
|
|
|
$
|
25
|
|
|
|
Other items, net
|
At December 31, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146
|
|
Foreign currency hedges
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Total Assets
|
$
|
146
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
159
|
|
Liabilities:
|
|
|
|
|
|
|
$
|
—
|
|
||||||
Deferred compensation
|
$
|
—
|
|
|
$
|
490
|
|
|
$
|
—
|
|
|
$
|
490
|
|
Foreign currency hedges
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
504
|
|
|
$
|
—
|
|
|
$
|
504
|
|
At December 31, 2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34
|
|
Foreign currency hedges
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
Total Assets
|
$
|
34
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
55
|
|
Liabilities:
|
|
|
|
|
|
|
$
|
—
|
|
||||||
Deferred compensation
|
$
|
—
|
|
|
$
|
501
|
|
|
$
|
—
|
|
|
$
|
501
|
|
Foreign currency hedges
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
519
|
|
|
$
|
—
|
|
|
$
|
519
|
|
|
|
|
|
|
Net Actuarial
|
|
|
|
|
|
Accumulated
|
||||||||||||
|
Cumulative
|
|
Loss and
|
|
|
|
|
|
Other
|
||||||||||||||
|
Translation
|
|
Prior
|
|
Available-For-Sale
|
|
Comprehensive
|
||||||||||||||||
|
Adjustments
|
|
Service Cost
|
|
Securities
|
|
Loss
|
||||||||||||||||
At December 31, 2016
|
|
$
|
(420
|
)
|
|
|
|
$
|
(1,144
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
(1,564
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
|
190
|
|
|
|
|
(201
|
)
|
|
|
|
30
|
|
|
|
|
19
|
|
|
||||
Reclassifications to net earnings
|
|
2
|
|
|
|
|
274
|
|
(a)
|
|
|
—
|
|
|
|
|
276
|
|
|
||||
Other comprehensive income
|
|
192
|
|
|
|
|
73
|
|
|
|
|
30
|
|
|
|
|
295
|
|
|
||||
At December 31, 2017
|
|
(228
|
)
|
|
|
|
(1,071
|
)
|
|
|
|
30
|
|
|
|
|
(1,269
|
)
|
|
||||
Other comprehensive loss before reclassifications
|
|
(248
|
)
|
|
|
|
(123
|
)
|
|
|
|
—
|
|
|
|
|
(371
|
)
|
|
||||
Reclassifications to net earnings
|
|
—
|
|
|
|
|
62
|
|
(a)
|
|
|
—
|
|
|
|
|
62
|
|
|
||||
Other comprehensive loss
|
|
(248
|
)
|
|
|
|
(61
|
)
|
|
|
|
—
|
|
|
|
|
(309
|
)
|
|
||||
Adoption of accounting standard
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(30
|
)
|
|
|
|
(30
|
)
|
|
||||
At December 31, 2018
|
|
(476
|
)
|
|
|
|
(1,132
|
)
|
|
|
|
—
|
|
|
|
|
(1,608
|
)
|
|
||||
Other comprehensive income (loss) before reclassifications
|
|
13
|
|
|
|
|
(205
|
)
|
|
|
|
—
|
|
|
|
|
(192
|
)
|
|
||||
Reclassifications to net earnings
|
|
—
|
|
|
|
|
60
|
|
(a)
|
|
|
—
|
|
|
|
|
60
|
|
|
||||
Other comprehensive income (loss)
|
|
13
|
|
|
|
|
(145
|
)
|
|
|
|
—
|
|
|
|
|
(132
|
)
|
|
||||
Tax effects reclassified to retained earnings
|
|
—
|
|
|
|
|
(230
|
)
|
(b)
|
|
|
—
|
|
|
|
|
(230
|
)
|
|
||||
At December 31, 2019
|
|
$
|
(463
|
)
|
|
|
|
$
|
(1,507
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
(1,970
|
)
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
RSUs and PSUs
|
$
|
173
|
|
|
$
|
170
|
|
|
$
|
181
|
|
Stock options
|
28
|
|
|
35
|
|
|
39
|
|
|||
Compensation cost included in operating and SG&A expense
|
201
|
|
|
205
|
|
|
220
|
|
|||
Compensation cost included in restructuring and other
corporate matters (a)
|
90
|
|
|
(14
|
)
|
|
12
|
|
|||
Stock-based compensation expense, before income taxes
|
291
|
|
|
191
|
|
|
232
|
|
|||
Related tax benefit
|
(59
|
)
|
|
(45
|
)
|
|
(84
|
)
|
|||
Stock-based compensation expense, net of tax benefit
|
$
|
232
|
|
|
$
|
146
|
|
|
$
|
148
|
|
|
|
Weighted Average
|
|||||||
|
Shares
|
Grant Date Fair Value
|
|||||||
Non-vested at December 31, 2018
|
|
8,011,104
|
|
|
|
$
|
55.96
|
|
|
Granted
|
|
10,620,187
|
|
|
|
$
|
41.71
|
|
|
Vested
|
|
(3,374,331
|
)
|
|
|
$
|
55.90
|
|
|
Forfeited
|
|
(767,231
|
)
|
|
|
$
|
53.89
|
|
|
Non-vested at December 31, 2019
|
|
14,489,729
|
|
|
|
$
|
45.64
|
|
|
|
2018
|
|
2017
|
||
Expected dividend yield
|
1.33
|
%
|
|
1.09
|
%
|
Expected stock price volatility
|
29.52
|
%
|
|
29.89
|
%
|
Risk-free interest rate
|
2.73
|
%
|
|
2.00
|
%
|
Expected term of options (years)
|
5.00
|
|
|
5.00
|
|
|
2018
|
|
2017
|
||
Expected dividend yield
|
2.52
|
%
|
|
2.48
|
%
|
Expected stock price volatility
|
32.60
|
%
|
|
29.83
|
%
|
Risk-free interest rate
|
2.81
|
%
|
|
1.96
|
%
|
Expected term of options (years)
|
5.12
|
|
|
4.94
|
|
|
|
|
|
|
Weighted Average
|
|||||
|
Stock Options
|
|
Exercise Price
|
|||||||
Outstanding at December 31, 2018
|
|
21,725,132
|
|
|
|
|
$
|
65.52
|
|
|
Granted
|
|
—
|
|
|
|
|
$
|
—
|
|
|
Exercised
|
|
(605,867
|
)
|
|
|
|
$
|
24.72
|
|
|
Forfeited or expired
|
|
(4,827,556
|
)
|
|
|
|
$
|
92.70
|
|
|
Outstanding at December 31, 2019
|
|
16,291,709
|
|
|
|
|
$
|
58.98
|
|
|
Exercisable at December 31, 2019
|
|
11,458,112
|
|
|
|
|
$
|
60.65
|
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Cash received from stock option exercises
|
$
|
15
|
|
|
$
|
29
|
|
|
$
|
263
|
|
Tax benefit of stock option exercises
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
52
|
|
Intrinsic value of stock option exercises
|
$
|
15
|
|
|
$
|
16
|
|
|
$
|
138
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
2,337
|
|
|
$
|
3,044
|
|
|
$
|
3,006
|
|
Foreign
|
1,008
|
|
|
1,080
|
|
|
1,114
|
|
|||
Total
|
$
|
3,345
|
|
|
$
|
4,124
|
|
|
$
|
4,120
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
389
|
|
|
$
|
296
|
|
|
$
|
883
|
|
State and local
|
167
|
|
|
97
|
|
|
93
|
|
|||
Foreign
|
204
|
|
|
166
|
|
|
195
|
|
|||
Total current
|
760
|
|
|
559
|
|
|
1,171
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(66
|
)
|
|
25
|
|
|
(388
|
)
|
|||
State and local
|
(48
|
)
|
|
22
|
|
|
10
|
|
|||
Foreign
|
(655
|
)
|
|
11
|
|
|
11
|
|
|||
Total deferred
|
(769
|
)
|
|
58
|
|
|
(367
|
)
|
|||
(Benefit) provision for income taxes
|
$
|
(9
|
)
|
|
$
|
617
|
|
|
$
|
804
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Taxes on income at U.S. federal statutory rate
|
$
|
702
|
|
|
$
|
865
|
|
|
$
|
1,451
|
|
State and local taxes, net of federal tax benefit
|
114
|
|
|
114
|
|
|
78
|
|
|||
Effect of foreign operations
|
(50
|
)
|
|
(105
|
)
|
|
(294
|
)
|
|||
Reorganization of foreign operations (a)
|
(768
|
)
|
|
—
|
|
|
—
|
|
|||
Bankruptcy of an investee
|
(39
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign tax credits on distribution of securities
|
—
|
|
|
—
|
|
|
(279
|
)
|
|||
Impact of tax law changes
|
—
|
|
|
(80
|
)
|
|
8
|
|
|||
Tax benefits from positions relating to the Tax Reform Act (b)
|
(44
|
)
|
|
—
|
|
|
—
|
|
|||
Merger related costs
|
41
|
|
|
—
|
|
|
—
|
|
|||
Establishment (reversal) of valuation allowance (c)
|
1
|
|
|
(153
|
)
|
|
(25
|
)
|
|||
Excess tax benefits from stock-based compensation
|
20
|
|
|
8
|
|
|
(26
|
)
|
|||
Domestic production deduction
|
(1
|
)
|
|
24
|
|
|
(100
|
)
|
|||
Tax accounting method change
|
—
|
|
|
(78
|
)
|
|
—
|
|
|||
Other, net
|
15
|
|
|
22
|
|
|
(9
|
)
|
|||
(Benefit) provision for income taxes
|
$
|
(9
|
)
|
|
$
|
617
|
|
|
$
|
804
|
|
At December 31,
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
||||
Reserves and other accrued liabilities
|
$
|
540
|
|
|
$
|
566
|
|
Pension, postretirement and other employee benefits
|
761
|
|
|
741
|
|
||
Lease liability
|
531
|
|
|
—
|
|
||
Tax credit and loss carryforwards
|
394
|
|
|
849
|
|
||
Other
|
85
|
|
|
41
|
|
||
Total deferred income tax assets
|
2,311
|
|
|
2,197
|
|
||
Valuation allowance
|
(550
|
)
|
|
(841
|
)
|
||
Deferred income tax assets, net
|
1,761
|
|
|
1,356
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets
|
(241
|
)
|
|
(1,090
|
)
|
||
Unbilled licensing receivables
|
(390
|
)
|
|
(420
|
)
|
||
Lease asset
|
(467
|
)
|
|
—
|
|
||
Property, equipment and other assets
|
(152
|
)
|
|
(166
|
)
|
||
Financing obligations
|
(72
|
)
|
|
(70
|
)
|
||
Total deferred income tax liabilities
|
(1,322
|
)
|
|
(1,746
|
)
|
||
Deferred income tax assets (liabilities), net
|
$
|
439
|
|
|
$
|
(390
|
)
|
At January 1, 2017
|
$
|
268
|
|
Additions for current year tax positions
|
86
|
|
|
Additions for prior year tax positions
|
45
|
|
|
Reductions for prior year tax positions
|
(56
|
)
|
|
Cash settlements
|
(13
|
)
|
|
Statute of limitations lapses
|
(30
|
)
|
|
At December 31, 2017
|
300
|
|
|
Additions for current year tax positions
|
27
|
|
|
Additions for prior year tax positions
|
204
|
|
|
Reductions for prior year tax positions
|
(60
|
)
|
|
Cash settlements
|
(19
|
)
|
|
Statute of limitations lapses
|
(6
|
)
|
|
At December 31, 2018
|
446
|
|
|
Additions for current year tax positions
|
49
|
|
|
Additions for prior year tax positions
|
67
|
|
|
Reductions for prior year tax positions
|
(26
|
)
|
|
Cash settlements
|
(149
|
)
|
|
Statute of limitations lapses
|
(3
|
)
|
|
At December 31, 2019
|
$
|
384
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
4,511
|
|
|
$
|
4,877
|
|
|
$
|
376
|
|
|
$
|
456
|
|
Service cost
|
28
|
|
|
30
|
|
|
1
|
|
|
1
|
|
||||
Interest cost
|
191
|
|
|
180
|
|
|
16
|
|
|
17
|
|
||||
Actuarial loss (gain)
|
593
|
|
|
(240
|
)
|
|
8
|
|
|
(8
|
)
|
||||
Benefits paid
|
(360
|
)
|
|
(336
|
)
|
|
(59
|
)
|
|
(106
|
)
|
||||
Participants’ contributions
|
—
|
|
|
—
|
|
|
13
|
|
|
12
|
|
||||
Retiree Medicare drug subsidy
|
—
|
|
|
—
|
|
|
5
|
|
|
4
|
|
||||
Benefit obligation, end of year
|
$
|
4,963
|
|
|
$
|
4,511
|
|
|
$
|
360
|
|
|
$
|
376
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
$
|
2,932
|
|
|
$
|
3,412
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Actual return on plan assets
|
530
|
|
|
(205
|
)
|
|
(1
|
)
|
|
—
|
|
||||
Employer contributions
|
74
|
|
|
61
|
|
|
41
|
|
|
91
|
|
||||
Benefits paid
|
(360
|
)
|
|
(336
|
)
|
|
(59
|
)
|
|
(106
|
)
|
||||
Participants’ contributions
|
—
|
|
|
—
|
|
|
13
|
|
|
12
|
|
||||
Retiree Medicare drug subsidy
|
—
|
|
|
—
|
|
|
5
|
|
|
4
|
|
||||
Fair value of plan assets, end of year
|
$
|
3,176
|
|
|
$
|
2,932
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
At December 31,
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Funded status at end of year
|
$
|
(1,787
|
)
|
|
$
|
(1,579
|
)
|
|
$
|
(360
|
)
|
|
$
|
(375
|
)
|
Amounts recognized on the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
Other assets
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(69
|
)
|
|
(70
|
)
|
|
(42
|
)
|
|
(48
|
)
|
||||
Noncurrent liabilities
|
(1,723
|
)
|
|
(1,514
|
)
|
|
(318
|
)
|
|
(327
|
)
|
||||
Net amounts recognized
|
$
|
(1,787
|
)
|
|
$
|
(1,579
|
)
|
|
$
|
(360
|
)
|
|
$
|
(375
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
At December 31,
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net actuarial (loss) gain
|
$
|
(2,153
|
)
|
|
$
|
(2,001
|
)
|
|
$
|
147
|
|
|
$
|
174
|
|
Net prior service cost
|
(3
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||
Share of equity investee
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
|
(2,158
|
)
|
|
(2,007
|
)
|
|
146
|
|
|
172
|
|
||||
Deferred income taxes (a)
|
563
|
|
|
756
|
|
|
(14
|
)
|
|
(19
|
)
|
||||
Net amount recognized in accumulated other
comprehensive income (loss)
|
$
|
(1,595
|
)
|
|
$
|
(1,251
|
)
|
|
$
|
132
|
|
|
$
|
153
|
|
At December 31,
|
2019
|
|
2018
|
||||
Projected benefit obligation
|
$
|
4,962
|
|
|
$
|
4,511
|
|
Accumulated benefit obligation
|
$
|
4,873
|
|
|
$
|
4,427
|
|
Fair value of plan assets
|
$
|
3,170
|
|
|
$
|
2,926
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
28
|
|
|
$
|
30
|
|
|
$
|
28
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
191
|
|
|
180
|
|
|
219
|
|
|
16
|
|
|
17
|
|
|
19
|
|
||||||
Expected return on plan assets
|
(183
|
)
|
|
(214
|
)
|
|
(230
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial losses (gains)
|
94
|
|
|
87
|
|
|
105
|
|
|
(18
|
)
|
|
(18
|
)
|
|
(22
|
)
|
||||||
Amortization of prior service cost
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
352
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
$
|
131
|
|
|
$
|
84
|
|
|
$
|
475
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Other comprehensive income (loss):
|
|
-200
|
|
|
|
45
|
|
|
|
|
|
||||||||||||
Actuarial (loss) gain
|
$
|
(246
|
)
|
|
$
|
(179
|
)
|
|
$
|
(269
|
)
|
|
$
|
(9
|
)
|
|
$
|
8
|
|
|
$
|
(20
|
)
|
Amortization of actuarial losses (gains) (a)
|
94
|
|
|
87
|
|
|
105
|
|
|
(18
|
)
|
|
(18
|
)
|
|
(22
|
)
|
||||||
Amortization of prior service cost (a)
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||
Settlements (a)
|
—
|
|
|
—
|
|
|
352
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
(151
|
)
|
|
(91
|
)
|
|
189
|
|
|
(26
|
)
|
|
(9
|
)
|
|
(41
|
)
|
||||||
Deferred income taxes
|
37
|
|
|
25
|
|
|
(94
|
)
|
|
5
|
|
|
2
|
|
|
13
|
|
||||||
Recognized in other comprehensive income
(loss), net of tax
|
$
|
(114
|
)
|
|
$
|
(66
|
)
|
|
$
|
95
|
|
|
$
|
(21
|
)
|
|
$
|
(7
|
)
|
|
$
|
(28
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted average assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.5
|
%
|
|
4.5
|
%
|
|
3.9
|
%
|
|
3.3
|
%
|
|
4.4
|
%
|
|
3.9
|
%
|
Rate of compensation increase
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Weighted average assumptions used to determine net periodic costs for the year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.5
|
%
|
|
3.8
|
%
|
|
4.2
|
%
|
|
4.4
|
%
|
|
3.9
|
%
|
|
4.1
|
%
|
Expected long-term return on plan assets
|
6.6
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
|
N/A
|
|
|
N/A
|
|
|
2.0
|
%
|
Rate of compensation increase
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
One Percentage
|
|
One Percentage
|
||||||||
|
Point Increase
|
|
Point Decrease
|
||||||||
Effect on total service and interest cost components
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Effect on the accumulated postretirement benefit obligation
|
|
$
|
5
|
|
|
|
|
$
|
(5
|
)
|
|
At December 31, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents (a)
|
$
|
1
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
35
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|||||||
U.S. treasury securities
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
||||
Government-related securities
|
—
|
|
|
171
|
|
|
—
|
|
|
171
|
|
||||
Corporate bonds (b)
|
—
|
|
|
1,562
|
|
|
—
|
|
|
1,562
|
|
||||
Mortgage-backed and asset-backed securities
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|||||||
U.S. large capitalization
|
113
|
|
|
—
|
|
|
—
|
|
|
113
|
|
||||
U.S. small capitalization
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||
Other
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||
Total assets in fair value hierarchy
|
$
|
237
|
|
|
$
|
1,890
|
|
|
$
|
—
|
|
|
$
|
2,127
|
|
Common collective funds measured at net asset value (c) (d)
|
|
|
|
|
|
|
978
|
|
|||||||
Limited partnerships measured at net asset value (c)
|
|
|
|
|
|
|
23
|
|
|||||||
Mutual funds measured at net asset value (c)
|
|
|
|
|
|
|
48
|
|
|||||||
Investments, at fair value
|
|
|
|
|
|
|
$
|
3,176
|
|
At December 31, 2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents (a)
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
85
|
|
|
31
|
|
|
—
|
|
|
116
|
|
||||
Government-related securities
|
—
|
|
|
169
|
|
|
—
|
|
|
169
|
|
||||
Corporate bonds (b)
|
—
|
|
|
1,529
|
|
|
—
|
|
|
1,529
|
|
||||
Mortgage-backed and asset-backed securities
|
—
|
|
|
120
|
|
|
—
|
|
|
120
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|||||||
U.S. large capitalization
|
150
|
|
|
—
|
|
|
—
|
|
|
150
|
|
||||
U.S. small capitalization
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
||||
Other
|
1
|
|
|
18
|
|
|
—
|
|
|
19
|
|
||||
Total assets in fair value hierarchy
|
$
|
275
|
|
|
$
|
1,874
|
|
|
$
|
—
|
|
|
$
|
2,149
|
|
Common collective funds measured at net asset value (c) (d)
|
|
|
|
|
|
|
688
|
|
|||||||
Limited partnerships measured at net asset value (c)
|
|
|
|
|
|
|
63
|
|
|||||||
Mutual funds measured at net asset value (c)
|
|
|
|
|
|
|
32
|
|
|||||||
Investments, at fair value
|
|
|
|
|
|
|
$
|
2,932
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025-2029
|
||||||||||||
Pension
|
$
|
357
|
|
|
$
|
304
|
|
|
$
|
305
|
|
|
$
|
307
|
|
|
$
|
304
|
|
|
$
|
1,487
|
|
Postretirement
|
$
|
48
|
|
|
$
|
45
|
|
|
$
|
42
|
|
|
$
|
40
|
|
|
$
|
37
|
|
|
$
|
144
|
|
Retiree Medicare drug subsidy
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
20
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
$
|
239
|
|
|
$
|
249
|
|
|
$
|
200
|
|
Net earnings
|
14
|
|
|
18
|
|
|
17
|
|
|||
Distributions
|
(16
|
)
|
|
(15
|
)
|
|
(16
|
)
|
|||
Translation adjustment
|
8
|
|
|
(14
|
)
|
|
21
|
|
|||
Redemption value adjustment
|
9
|
|
|
1
|
|
|
27
|
|
|||
Ending balance
|
$
|
254
|
|
|
$
|
239
|
|
|
$
|
249
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Advertising
|
$
|
6,008
|
|
|
$
|
5,751
|
|
|
$
|
5,696
|
|
Affiliate
|
2,550
|
|
|
2,082
|
|
|
1,674
|
|
|||
Content licensing
|
3,157
|
|
|
3,006
|
|
|
2,880
|
|
|||
Other
|
209
|
|
|
222
|
|
|
226
|
|
|||
TV Entertainment
|
11,924
|
|
|
11,061
|
|
|
10,476
|
|
|||
Advertising
|
5,129
|
|
|
5,130
|
|
|
4,947
|
|
|||
Affiliate
|
6,052
|
|
|
6,294
|
|
|
6,479
|
|
|||
Content licensing
|
1,268
|
|
|
1,259
|
|
|
1,053
|
|
|||
Cable Networks
|
12,449
|
|
|
12,683
|
|
|
12,479
|
|
|||
Theatrical
|
547
|
|
|
744
|
|
|
716
|
|
|||
Home Entertainment
|
623
|
|
|
617
|
|
|
789
|
|
|||
Licensing
|
1,709
|
|
|
1,493
|
|
|
1,468
|
|
|||
Other
|
111
|
|
|
102
|
|
|
102
|
|
|||
Filmed Entertainment
|
2,990
|
|
|
2,956
|
|
|
3,075
|
|
|||
Publishing
|
814
|
|
|
825
|
|
|
830
|
|
|||
Corporate/Eliminations
|
(365
|
)
|
|
(275
|
)
|
|
(325
|
)
|
|||
Total Revenues
|
$
|
27,812
|
|
|
$
|
27,250
|
|
|
$
|
26,535
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Intercompany Revenues:
|
|
|
|
|
|
||||||
TV Entertainment
|
$
|
226
|
|
|
$
|
164
|
|
|
$
|
189
|
|
Cable Networks
|
53
|
|
|
47
|
|
|
70
|
|
|||
Filmed Entertainment
|
117
|
|
|
95
|
|
|
89
|
|
|||
Total Intercompany Revenues
|
$
|
396
|
|
|
$
|
306
|
|
|
$
|
348
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Adjusted OIBDA:
|
|
|
|
|
|
||||||
TV Entertainment
|
$
|
2,443
|
|
|
$
|
2,466
|
|
|
$
|
2,301
|
|
Cable Networks
|
3,515
|
|
|
4,341
|
|
|
4,442
|
|
|||
Filmed Entertainment
|
80
|
|
|
(33
|
)
|
|
(187
|
)
|
|||
Publishing
|
143
|
|
|
153
|
|
|
146
|
|
|||
Corporate/Eliminations
|
(449
|
)
|
|
(433
|
)
|
|
(442
|
)
|
|||
Stock-based compensation
|
(201
|
)
|
|
(205
|
)
|
|
(220
|
)
|
|||
Depreciation and amortization
|
(443
|
)
|
|
(433
|
)
|
|
(443
|
)
|
|||
Restructuring and other corporate matters
|
(775
|
)
|
|
(490
|
)
|
|
(258
|
)
|
|||
Programming charges
|
(589
|
)
|
|
(162
|
)
|
|
(144
|
)
|
|||
Gain on sale of assets
|
549
|
|
|
—
|
|
|
146
|
|
|||
Operating income
|
4,273
|
|
|
5,204
|
|
|
5,341
|
|
|||
Interest expense
|
(962
|
)
|
|
(1,030
|
)
|
|
(1,088
|
)
|
|||
Interest income
|
66
|
|
|
79
|
|
|
87
|
|
|||
Gain (loss) on marketable securities
|
113
|
|
|
(23
|
)
|
|
—
|
|
|||
Gain (loss) on early extinguishment of debt
|
—
|
|
|
18
|
|
|
(38
|
)
|
|||
Gain on sale of EPIX
|
—
|
|
|
—
|
|
|
285
|
|
|||
Pension settlement charge
|
—
|
|
|
—
|
|
|
(352
|
)
|
|||
Other items, net
|
(145
|
)
|
|
(124
|
)
|
|
(115
|
)
|
|||
Earnings from continuing operations before income taxes and
equity in earnings (loss) of investee companies
|
3,345
|
|
|
4,124
|
|
|
4,120
|
|
|||
Benefit (provision) for income taxes
|
9
|
|
|
(617
|
)
|
|
(804
|
)
|
|||
Equity in earnings (loss) of investee companies, net of tax
|
(53
|
)
|
|
(47
|
)
|
|
4
|
|
|||
Net earnings from continuing operations
|
3,301
|
|
|
3,460
|
|
|
3,320
|
|
|||
Net earnings (loss) from discontinued operations, net of tax
|
38
|
|
|
32
|
|
|
(947
|
)
|
|||
Net earnings (ViacomCBS and noncontrolling interests)
|
3,339
|
|
|
3,492
|
|
|
2,373
|
|
|||
Net earnings attributable to noncontrolling interests
|
(31
|
)
|
|
(37
|
)
|
|
(52
|
)
|
|||
Net earnings attributable to ViacomCBS
|
$
|
3,308
|
|
|
$
|
3,455
|
|
|
$
|
2,321
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
|||
TV Entertainment
|
$
|
150
|
|
|
$
|
160
|
|
|
$
|
163
|
|
Cable Networks
|
219
|
|
|
194
|
|
|
193
|
|
|||
Filmed Entertainment
|
37
|
|
|
38
|
|
|
42
|
|
|||
Publishing
|
5
|
|
|
6
|
|
|
6
|
|
|||
Corporate
|
32
|
|
|
35
|
|
|
39
|
|
|||
Total Depreciation and Amortization
|
$
|
443
|
|
|
$
|
433
|
|
|
$
|
443
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Capital Expenditures:
|
|
|
|
|
|
||||||
TV Entertainment
|
$
|
113
|
|
|
$
|
112
|
|
|
$
|
134
|
|
Cable Networks
|
166
|
|
|
156
|
|
|
156
|
|
|||
Filmed Entertainment
|
43
|
|
|
52
|
|
|
27
|
|
|||
Publishing
|
8
|
|
|
7
|
|
|
5
|
|
|||
Corporate
|
23
|
|
|
25
|
|
|
34
|
|
|||
Total Capital Expenditures
|
$
|
353
|
|
|
$
|
352
|
|
|
$
|
356
|
|
At December 31,
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
TV Entertainment (a)
|
$
|
19,689
|
|
|
$
|
17,378
|
|
Cable Networks (b)
|
22,109
|
|
|
20,334
|
|
||
Filmed Entertainment
|
5,477
|
|
|
5,393
|
|
||
Publishing
|
1,262
|
|
|
1,054
|
|
||
Corporate/Eliminations
|
967
|
|
|
326
|
|
||
Discontinued Operations
|
15
|
|
|
12
|
|
||
Total Assets
|
$
|
49,519
|
|
|
$
|
44,497
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues by Type:
|
|
|
|
|
|
||||||
Advertising
|
$
|
11,074
|
|
|
$
|
10,841
|
|
|
$
|
10,582
|
|
Affiliate
|
8,602
|
|
|
8,376
|
|
|
8,153
|
|
|||
Content licensing
|
6,483
|
|
|
6,163
|
|
|
5,947
|
|
|||
Theatrical
|
547
|
|
|
744
|
|
|
716
|
|
|||
Publishing
|
814
|
|
|
825
|
|
|
830
|
|
|||
Other
|
292
|
|
|
301
|
|
|
307
|
|
|||
Total Revenues
|
$
|
27,812
|
|
|
$
|
27,250
|
|
|
$
|
26,535
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues: (a)
|
|
|
|
|
|
||||||
United States
|
$
|
22,160
|
|
|
$
|
21,160
|
|
|
$
|
20,652
|
|
International
|
5,652
|
|
|
6,090
|
|
|
5,883
|
|
|||
Total Revenues
|
$
|
27,812
|
|
|
$
|
27,250
|
|
|
$
|
26,535
|
|
At December 31,
|
2019
|
|
2018
|
||||
Long-lived Assets: (a)
|
|
|
|
||||
United States
|
$
|
12,417
|
|
|
$
|
9,322
|
|
International
|
498
|
|
|
300
|
|
||
Total Long-lived Assets
|
$
|
12,915
|
|
|
$
|
9,622
|
|
Year Ended December 31, 2017
|
CBS Radio
|
|
Other
|
|
Total
|
||||||||
Revenues
|
$
|
1,018
|
|
|
|
$
|
—
|
|
|
|
$
|
1,018
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||
Operating
|
364
|
|
|
|
—
|
|
|
|
364
|
|
|||
Selling, general and administrative
|
444
|
|
|
|
(8
|
)
|
|
|
436
|
|
|||
Market value adjustment
|
980
|
|
(a)
|
|
—
|
|
|
|
980
|
|
|||
Restructuring charges
|
7
|
|
|
|
—
|
|
|
|
7
|
|
|||
Total costs and expenses
|
1,795
|
|
|
|
(8
|
)
|
|
|
1,787
|
|
|||
Operating income (loss)
|
(777
|
)
|
|
|
8
|
|
|
|
(769
|
)
|
|||
Interest expense
|
(70
|
)
|
|
|
—
|
|
|
|
(70
|
)
|
|||
Other items, net
|
(2
|
)
|
|
|
—
|
|
|
|
(2
|
)
|
|||
Earnings (loss) from discontinued operations
|
(849
|
)
|
|
|
8
|
|
|
|
(841
|
)
|
|||
Income tax benefit (provision)
|
(55
|
)
|
|
|
43
|
|
(b)
|
|
(12
|
)
|
|||
Earnings (loss) from discontinued operations, net of tax
|
(904
|
)
|
|
|
51
|
|
|
|
(853
|
)
|
|||
Net gain (loss) on disposal
|
(109
|
)
|
|
|
13
|
|
|
|
(96
|
)
|
|||
Income tax benefit (provision)
|
4
|
|
|
|
(2
|
)
|
|
|
2
|
|
|||
Net gain (loss) on disposal, net of tax
|
(105
|
)
|
|
|
11
|
|
(c)
|
|
(94
|
)
|
|||
Net earnings (loss) from discontinued operations, net of tax
|
$
|
(1,009
|
)
|
|
|
$
|
62
|
|
|
|
$
|
(947
|
)
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 and
|
||||||||||||||
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
Off-Balance Sheet Arrangements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Programming and talent commitments
|
$
|
10,355
|
|
|
$
|
3,003
|
|
|
$
|
2,980
|
|
|
$
|
2,370
|
|
|
$
|
744
|
|
|
$
|
415
|
|
|
$
|
843
|
|
Purchase obligations
|
$
|
1,517
|
|
|
$
|
609
|
|
|
$
|
558
|
|
|
$
|
186
|
|
|
$
|
45
|
|
|
$
|
37
|
|
|
$
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
On-Balance Sheet Arrangements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other long-term contractual obligations
|
$
|
2,076
|
|
|
$
|
—
|
|
|
$
|
988
|
|
|
$
|
491
|
|
|
$
|
232
|
|
|
$
|
180
|
|
|
$
|
185
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Pension and postretirement benefit costs
|
$
|
(105
|
)
|
|
$
|
(68
|
)
|
|
$
|
(96
|
)
|
Foreign exchange losses
|
(17
|
)
|
|
(18
|
)
|
|
(20
|
)
|
|||
Impairment of investments
|
(50
|
)
|
|
(46
|
)
|
|
(18
|
)
|
|||
Gains from investments
|
22
|
|
|
16
|
|
|
—
|
|
|||
Other
|
5
|
|
|
(8
|
)
|
|
19
|
|
|||
Other items, net
|
$
|
(145
|
)
|
|
$
|
(124
|
)
|
|
$
|
(115
|
)
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Cash paid for interest:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
922
|
|
|
$
|
1,012
|
|
|
$
|
1,056
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
70
|
|
|||
Total
|
$
|
922
|
|
|
$
|
1,012
|
|
|
$
|
1,126
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
||||||
Cash paid (refunded) for income taxes:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
598
|
|
|
$
|
161
|
|
|
$
|
827
|
|
Discontinued operations
|
—
|
|
|
(4
|
)
|
|
26
|
|
|||
Total
|
$
|
598
|
|
|
$
|
157
|
|
|
$
|
853
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||
2019 (a) (b)
|
Quarter (c)
|
|
Quarter
|
|
Quarter
|
|
Quarter (d)
|
|
Total Year
|
||||||||||
Revenues
|
$
|
7,100
|
|
|
$
|
7,143
|
|
|
$
|
6,698
|
|
|
$
|
6,871
|
|
|
$
|
27,812
|
|
Operating income (loss)
|
$
|
1,804
|
|
|
$
|
1,446
|
|
|
$
|
1,036
|
|
|
$
|
(13
|
)
|
|
$
|
4,273
|
|
Net earnings (loss) from continuing operations
(ViacomCBS and noncontrolling interests)
|
$
|
1,951
|
|
|
$
|
977
|
|
|
$
|
642
|
|
|
$
|
(269
|
)
|
|
$
|
3,301
|
|
Net earnings (loss)
(ViacomCBS and noncontrolling interests)
|
$
|
1,964
|
|
|
$
|
983
|
|
|
$
|
646
|
|
|
$
|
(254
|
)
|
|
$
|
3,339
|
|
Net earnings (loss) from continuing operations
attributable to ViacomCBS
|
$
|
1,946
|
|
|
$
|
971
|
|
|
$
|
626
|
|
|
$
|
(273
|
)
|
|
$
|
3,270
|
|
Net earnings (loss) attributable to ViacomCBS
|
$
|
1,959
|
|
|
$
|
977
|
|
|
$
|
630
|
|
|
$
|
(258
|
)
|
|
$
|
3,308
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) from continuing operations
attributable to ViacomCBS
|
$
|
3.17
|
|
|
$
|
1.58
|
|
|
$
|
1.02
|
|
|
$
|
(.44
|
)
|
|
$
|
5.32
|
|
Net earnings (loss) attributable to ViacomCBS
|
$
|
3.20
|
|
|
$
|
1.59
|
|
|
$
|
1.02
|
|
|
$
|
(.42
|
)
|
|
$
|
5.38
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) from continuing operations
attributable to ViacomCBS
|
$
|
3.15
|
|
|
$
|
1.57
|
|
|
$
|
1.01
|
|
|
$
|
(.44
|
)
|
|
$
|
5.30
|
|
Net earnings (loss) attributable to ViacomCBS
|
$
|
3.18
|
|
|
$
|
1.58
|
|
|
$
|
1.02
|
|
|
$
|
(.42
|
)
|
|
$
|
5.36
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of common shares
|
|
|
|
|
|
|
|
|
|
||||||||||
outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
613
|
|
|
615
|
|
|
615
|
|
|
615
|
|
|
615
|
|
|||||
Diluted
|
617
|
|
|
617
|
|
|
617
|
|
|
615
|
|
|
617
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||||
2018 (a) (b)
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter (c)
|
|
Total Year
|
||||||||||||
Revenues
|
$
|
6,825
|
|
|
$
|
6,703
|
|
|
$
|
6,630
|
|
|
|
$
|
7,092
|
|
|
|
$
|
27,250
|
|
Operating income
|
$
|
1,190
|
|
|
$
|
1,448
|
|
|
$
|
1,307
|
|
|
|
$
|
1,259
|
|
|
|
$
|
5,204
|
|
Net earnings from continuing operations
(ViacomCBS and noncontrolling interests)
|
$
|
726
|
|
|
$
|
946
|
|
|
$
|
891
|
|
|
|
$
|
897
|
|
|
|
$
|
3,460
|
|
Net earnings
(ViacomCBS and noncontrolling interests)
|
$
|
736
|
|
|
$
|
957
|
|
|
$
|
899
|
|
|
|
$
|
900
|
|
|
|
$
|
3,492
|
|
Net earnings from continuing operations
attributable to ViacomCBS
|
$
|
718
|
|
|
$
|
943
|
|
|
$
|
878
|
|
|
|
$
|
884
|
|
|
|
$
|
3,423
|
|
Net earnings attributable to ViacomCBS
|
$
|
728
|
|
|
$
|
954
|
|
|
$
|
886
|
|
|
|
$
|
887
|
|
|
|
$
|
3,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
attributable to ViacomCBS
|
$
|
1.15
|
|
|
$
|
1.53
|
|
|
$
|
1.43
|
|
|
|
$
|
1.44
|
|
|
|
$
|
5.55
|
|
Net earnings attributable to ViacomCBS
|
$
|
1.17
|
|
|
$
|
1.54
|
|
|
$
|
1.44
|
|
|
|
$
|
1.44
|
|
|
|
$
|
5.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
attributable to ViacomCBS
|
$
|
1.15
|
|
|
$
|
1.52
|
|
|
$
|
1.42
|
|
|
|
$
|
1.43
|
|
|
|
$
|
5.51
|
|
Net earnings attributable to ViacomCBS
|
$
|
1.16
|
|
|
$
|
1.54
|
|
|
$
|
1.43
|
|
|
|
$
|
1.44
|
|
|
|
$
|
5.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of common shares
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
622
|
|
|
618
|
|
|
615
|
|
|
|
614
|
|
|
|
617
|
|
|||||
Diluted
|
626
|
|
|
621
|
|
|
619
|
|
|
|
618
|
|
|
|
621
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accounting Fees and Services.
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
(b)
|
Exhibits.
|
Item 16.
|
Form 10-K Summary.
|
Col. A
|
|
Col. B
|
|
Col. C
|
|
Col. D
|
|
Col. E
|
||||||||||||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Balance Acquired through Acquisitions
|
|
Charged to Expenses and Other Accounts
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2019
|
|
|
$
|
86
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
26
|
|
|
|
|
$
|
26
|
|
|
|
|
$
|
86
|
|
|
Year ended December 31, 2018
|
|
|
$
|
101
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
26
|
|
|
|
|
$
|
41
|
|
|
|
|
$
|
86
|
|
|
Year ended December 31, 2017
|
|
|
$
|
105
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
31
|
|
|
|
|
$
|
35
|
|
|
|
|
$
|
101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Valuation allowance on deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Year ended December 31, 2019
|
|
|
$
|
841
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
76
|
|
|
|
|
$
|
366
|
|
|
|
|
$
|
551
|
|
|
Year ended December 31, 2018
|
|
|
$
|
1,120
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
37
|
|
|
|
|
$
|
316
|
|
|
|
|
$
|
841
|
|
|
Year ended December 31, 2017
|
|
|
$
|
1,108
|
|
|
|
|
$
|
218
|
|
|
|
|
$
|
157
|
|
|
|
|
$
|
363
|
|
|
|
|
$
|
1,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Reserves for inventory obsolescence:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Year ended December 31, 2019
|
|
|
$
|
56
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
11
|
|
|
|
|
$
|
6
|
|
|
|
|
$
|
61
|
|
|
Year ended December 31, 2018
|
|
|
$
|
67
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
5
|
|
|
|
|
$
|
16
|
|
|
|
|
$
|
56
|
|
|
Year ended December 31, 2017
|
|
|
$
|
59
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
26
|
|
|
|
|
$
|
18
|
|
|
|
|
$
|
67
|
|
|
Exhibit No.
|
Description of Document
|
||
(2)
|
|
Plan of acquisition, reorganization, arrangement, liquidation or succession
|
|
|
(a)
|
Agreement and Plan of Merger, dated as of August 13, 2019, by and between CBS Corporation and Viacom Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of CBS Corporation filed August 19, 2019) (File No. 001-09553).
|
|
|
(b)
|
Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 16, 2019, by and between CBS Corporation and Viacom Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of CBS Corporation, filed October 17, 2019) (File No. 001-09553).
|
|
(3)
|
|
Articles of Incorporation and Bylaws
|
|
|
(a)
|
Amended and Restated Certificate of Incorporation of ViacomCBS Inc., effective December 4, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8‑K of CBS Corporation filed December 4, 2019) (File No. 001‑09553).
|
|
|
(b)
|
Amended and Restated Bylaws of ViacomCBS Inc., effective as of December 4, 2019 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of CBS Corporation filed December 4, 2019) (File No. 001-09553).
|
|
(4)
|
|
Instruments defining the rights of security holders, including indentures
|
|
|
(a)
|
||
|
(b)
|
Amended and Restated Senior Indenture dated as of November 3, 2008 (“2008 Indenture”) among CBS Corporation, CBS Operations Inc., and The Bank of New York Mellon, as senior trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S‑3 of CBS Corporation filed November 3, 2008 (Registration No. 333‑154962) (File No. 001‑09553).
|
|
|
(c)
|
First Supplemental Indenture to 2008 Indenture dated as of April 5, 2010 among CBS Corporation, CBS Operations Inc., and Deutsche Bank Trust Company Americas, as senior trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8‑K of CBS Corporation filed April 5, 2010 (File No. 001‑09553).
|
|
|
(d)
|
Indenture, dated as of April 12, 2006, between Viacom Inc. and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed April 17, 2006) (File No. 001-32686).
|
|
|
(e)
|
Twenty-First Supplemental Indenture, dated as of December 4, 2019, by and among CBS Corporation, Viacom Inc. and The Bank of New York Mellon, a New York banking corporation, as trustee (in such capacity, the “Trustee”), to the Indenture, dated as of April 12, 2006, between Viacom Inc. and the Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of ViacomCBS Inc. filed December 4, 2019) (File No. 001-09553).
|
|
|
|
The other instruments defining the rights of holders of the long‑term debt securities of ViacomCBS Inc. and its subsidiaries are omitted pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S‑K. ViacomCBS Inc. hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request.
|
|
(10)
|
|
Material Contracts
|
|
|
(a)
|
CBS Corporation 2009 Long‑Term Incentive Plan (as amended and restated December 11, 2018) (incorporated by reference to Exhibit 10(a) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2018) (File No. 001-09553).*
|
|
|
(b)
|
Forms of Certificate and Terms and Conditions for equity awards for:
|
|
|
|
(i)
|
Stock Options (incorporated by reference to Exhibit 10(c)(ii) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2011) (File No. 001‑09553).*
|
|
|
(ii)
|
Performance‑Based Restricted Share Units with Time Vesting and Performance Vesting (incorporated by reference to Exhibit 10(c)(v) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2011) (File No. 001‑09553).*
|
Exhibit No.
|
Description of Document
|
||
|
|
(iii)
|
Restricted Share Units with Time Vesting (incorporated by reference to Exhibit 10(c)(vii) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2011) (File No. 001‑09553).*
|
|
(c)
|
CBS Corporation Senior Executive Short‑Term Incentive Plan (as amended and restated as of December 31, 2005) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as amended by the First Amendment to the CBS Corporation Senior Executive Short‑Term Incentive Plan effective January 1, 2009) (incorporated by reference to Exhibit 10(d) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553).*
|
|
|
(d)
|
CBS Retirement Excess Pension Plan (as amended and restated as of December 31, 2005) (incorporated by reference to Exhibit 10(o) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as Part A was amended by Amendment No. 1 as of January 1, 2009) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2010) (File No. 001‑09553) (as amended by Part B, effective as of January 1, 2009, as amended and restated as of January 1, 2012) (incorporated by reference to Exhibit 10(e) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2012) (File No. 001‑09553).*
|
|
|
(e)
|
CBS Excess 401(k) Plan for Designated Senior Executives (as amended and restated as of December 31, 2005) (incorporated by reference to Exhibit 10(p) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as amended by Part B as of January 1, 2009) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553) (as Part B was amended by Amendment No. 1 as of January 1, 2009) (incorporated by reference to Exhibit 10(b) to the Quarterly Report on Form 10‑Q of CBS Corporation for the quarter ended March 31, 2010) (File No. 001‑09553) (as Part B was amended by Amendment No. 2 as of January 1, 2009) (incorporated by reference to Exhibit 10(h) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2010 (File No. 001‑09553) (as Part A was amended by Amendment No. 1 as of January 1, 2014) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part B was amended by Amendment No. 3 as of January 1, 2014) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part A was amended by Amendment No. 2 as of February 1, 2015) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10-K of CBS Corporation for the year ended December 31, 2014) (File No. 001-09553), (as Part B was amended by Amendment No. 4 as of February 1, 2015) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10-K of CBS Corporation for the year ended December 31, 2014) (File No. 001-09553) (as Part A was amended by Amendment No. 3 as of January 1, 2015) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10-K of CBS Corporation for the year ended December 31, 2014) (File No. 001-09553) (as Part B was amended by Amendment No. 5 as of January 1, 2015) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10-K of CBS Corporation for the year ended December 31, 2014) (File No. 001-09553) (as Part A was amended by Amendment No. 4 as of October 2, 2017) (incorporated by reference to Exhibit 10(e) to the Annual Report on Form 10-K of CBS Corporation for the year ended December 31, 2017) (File No. 001-09553) (as Part B was amended by Amendment No. 6 as of October 2, 2017) (incorporated by reference to Exhibit 10(e) to the Annual Report on Form 10-K of CBS Corporation for the year ended December 31, 2017) (File No. 001-09553) (as Part A was amended by Amendment No. 5 as of July 1, 2019) (incorporated by reference to Exhibit 10(a) for the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended March 31, 2019) (as Part B was amended by Amendment No. 7 as of July 1, 2019) (incorporated by reference to Exhibit 10(a) for the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended March 31, 2019) (File No. 001-09553).*
|
|
|
(f)
|
CBS Bonus Deferral Plan for Designated Senior Executives (as amended and restated as of December 31, 2005) (incorporated by reference to Exhibit 10(q) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as amended by Part B as of January 1, 2009) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553) (as Part B was amended by Amendment No. 1 as of January 1, 2009) (incorporated by reference to Exhibit 10(c) to the Quarterly Report on Form 10‑Q of CBS Corporation for the quarter ended March 31, 2010) (File No. 001‑09553) (as Part B was amended by Amendment No. 2 as of January 1, 2009) (incorporated by reference to Exhibit 10(i) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2010) (File No. 001‑09553) (as Part A was amended by Amendment No. 1 as of January 1, 2014) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part B was amended by Amendment No. 3 as of January 1, 2014) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as
|
Exhibit No.
|
Description of Document
|
||
|
|
Part A was amended by Amendment No. 2 as of January 1, 2015) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553) (as Part B was amended by Amendment No. 4 as of January 1, 2015) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553) (as Part A was amended by Amendment No. 3 as of October 2, 2017) (incorporated by reference to Exhibit 10(f) of the Annual Report on Form 10-K of CBS Corporation for the year ended December 31, 2017) (File No. 001-09553) (as Part B was amended by Amendment No. 5 as of October 2, 2017) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10-K of CBS Corporation for the year ended December 31, 2017) (File No. 001-09553) (as Part A was amended by Amendment No. 4 as of July 1, 2019) (incorporated by reference to Exhibit 10(b) to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended March 31, 2019) (as Part B was amended by Amendment No. 6 as of July 1, 2019) (incorporated by reference to Exhibit 10(b) to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended March 31, 2019) (File No. 001-09553).*
|
|
|
(g)
|
Viacom Inc. 2016 Long-Term Management Incentive Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015) (File No. 001-32686).*
|
|
|
(h)
|
Forms of Terms and Conditions to the Certificates for equity awards for:
|
|
|
|
(i)
|
Stock Options (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Viacom Inc. for the quarter ended June 30, 2016) (File No. 001-32686).*
|
|
|
(ii)
|
Restricted Share Units (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Viacom Inc. for the quarter ended June 30, 2016) (File No. 001-32686).*
|
|
|
(iii)
|
Performance Share Units (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. for the quarter ended December 31, 2017) (File No. 001-32686).*
|
|
|
(iv)
|
Performance Share Units (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. for the quarter ended December 31, 2018) (File No. 001-32686).*
|
|
(i)
|
Viacom Excess Pension Plan, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K of Viacom Inc. for the fiscal year ended December 31, 2008) (File No. 001-32686), and Amendment, effective as of March 31, 2009, to Viacom Excess Pension Plan, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.13 to the Transition Report on Form 10-K of Viacom Inc. for the nine-month transition period ended September 30, 2010) (File No. 001-32686).*
|
|
|
(j)
|
Viacom Excess 401(k) Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K of Viacom Inc. for the fiscal year ended December 31, 2008) (File No. 001-32686), and Amendments, effective as of April 1, 2009 and December 31, 2009, to Viacom Excess 401(k) Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.15 to the Transition Report on Form 10-K of Viacom Inc. for the nine-month transition period ended September 30, 2010) (File No. 001-32686).*
|
|
|
(k)
|
Viacom Bonus Deferral Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of Viacom Inc. for the fiscal year ended December 31, 2008) (File No. 001-32686), and Amendment, effective as of December 31, 2009, to Viacom Bonus Deferral Plan for Designated Senior Executives, as amended and restated January 1, 2009 (incorporated by reference to Exhibit 10.17 to the Transition Report on Form 10-K of Viacom Inc. for the nine-month transition period ended September 30, 2010) (File No. 001-32686).*
|
|
|
(l)
|
Summary of CBS Corporation Compensation for Outside Directors (as of January 31, 2019) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2018) (File No. 001-09553).*
|
|
|
(m)
|
Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10 to the Current Report on Form 8‑K of CBS Corporation filed September 18, 2009) (File No. 001‑09553).*
|
|
|
(n)
|
CBS Corporation Deferred Compensation Plan for Outside Directors (as amended and restated as of January 29, 2015) (incorporated by reference to Exhibit 10(k) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553).*
|
|
|
(o)
|
CBS Corporation 2005 RSU Plan for Outside Directors (as amended and restated through January 29, 2015) (incorporated by reference to Exhibit 10(m) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553).*
|
|
|
(p)
|
CBS Corporation 2015 Equity Plan for Outside Directors (effective May 21, 2015) (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended June 30, 2015) (File No. 001-09553).*
|
Exhibit No.
|
Description of Document
|
||
|
(q)
|
Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016 (incorporated by reference to Exhibit B to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015) (File No. 001-32686), as further amended and restated as of May 18, 2016 (incorporated by reference to Exhibit 10.2 to the Quarterly Report of Viacom Inc. for the quarter ended June 30, 2016) (File No. 001-32686).*
|
|
|
(r)
|
CBS Corporation Senior Executive Retention Plan, including the form of Letter to Participants (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4 of CBS Corporation filed October 17, 2019 (Registration No. 333-234238) (File No. 001-09553).*
|
|
|
(s)
|
Viacom Inc. Executive Retention Plan for Section 16 Officers (incorporated by reference to Exhibit 10.15 to CBS Corporation’s Registration Statement No. 333-234238 on Form S-4 filed October 17, 2019) (File No. 333-234238).*
|
|
|
(t)
|
Employment Agreement, dated as of August 13, 2019, between Viacom Inc. and Robert M. Bakish (incorporated by reference to Exhibit 10.4 to CBS Corporation’s Registration Statement No. 333-234238 on Form S-4 filed October 17, 2019) (File No. 333-234238).*
|
|
|
(u)
|
Letter Agreement, dated as of August 13, 2019, between Viacom Inc. and Robert M. Bakish (incorporated by reference to Exhibit 10.5 to CBS Corporation’s Registration Statement No. 333-234238 on Form S-4 filed October 17, 2019) (File No. 333-234238).*
|
|
|
(v)
|
Employment Agreement dated October 18, 2018 between CBS Corporation and Christina Spade (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of CBS Corporation filed October 19, 2018) (File No. 001-09553).*
|
|
|
(w)
|
Employment Agreement, dated as of August 13, 2019, between CBS Corporation and Christina Spade (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4 of CBS Corporation filed October 17, 2019) (Registration No. 333-234238) (File No. 001-09553).*
|
|
|
(x)
|
Employment Agreement, dated as of August 13, 2019, between Viacom Inc. and Christa A. D’Alimonte (incorporated by reference to Exhibit 10.9 to CBS Corporation’s Registration Statement No. 333-234238 on Form S-4 filed October 17, 2019) (File No. 333-234238).*
|
|
|
(y)
|
Letter Agreement, dated as of August 13, 2019, between Viacom Inc. and Christa A. D’Alimonte (incorporated by reference to Exhibit 10.10 to CBS Corporation’s Registration Statement No. 333-234238 on Form S-4 filed October 17, 2019) (File No. 333-234238).*
|
|
|
(z)
|
Employment Agreement dated as of January 1, 2019 between CBS Corporation and Richard M. Jones (incorporated by reference to Exhibit 10(r) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2018) (File No. 001-09553).*
|
|
|
(aa)
|
Employment Agreement, dated as of November 19, 2019, between CBS Corporation and Richard M. Jones (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of CBS Corporation filed November 22, 2019) (File No. 001-09553).*
|
|
|
(bb)
|
Employment Agreement, dated as of December 2, 2019, between Viacom Inc. and Nancy Phillips (filed herewith).*
|
|
|
(cc)
|
Letter Agreement, dated as of December 2, 2019, between Viacom Inc. and Nancy Phillips (filed herewith).*
|
|
|
(dd)
|
Employment Agreement dated as of July 1, 2017 between CBS Corporation and Joseph R. Ianniello (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended September 30, 2017) (File No. 001-09553), as amended by Letter Agreement dated as of September 9, 2018 (incorporated by reference to Exhibit 10(a) to the Current Report on Form 8-K of CBS Corporation filed September 27, 2018) (File No. 001-09553).*
|
|
|
(ee)
|
Letter Agreement dated as of April 23, 2019 between CBS Corporation and Joseph R. Ianniello (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of CBS Corporation filed April 26, 2019) (File No. 001-09553).*
|
|
|
(ff)
|
Letter Agreement, dated as of August 13, 2019, between CBS Corporation and Joseph R. Ianniello (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 of CBS Corporation filed October 17, 2019 (Registration No. 333-234238) (File No. 001-09553)).*
|
|
|
(gg)
|
Employment Agreement, dated as of December 4, 2019, between ViacomCBS Inc. and Joseph R. Ianniello (filed herewith).*
|
|
|
(hh)
|
Letter Agreement, dated as of January 31, 2020, between ViacomCBS Inc. and Joseph R. Ianniello (filed herewith).*
|
Exhibit No.
|
Description of Document
|
||
|
(ii)
|
Employment Agreement, dated as of August 13, 2019, between CBS Corporation and Laura Franco (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4 of CBS Corporation filed October 17, 2019) (Registration No. 333-234238) (File No. 001-09553).*
|
|
|
(jj)
|
Employment Agreement dated as of December 10, 2019 between CBS Corporation and Jonathan H. Anschell (filed herewith).*
|
|
|
(kk)
|
Employment Agreement dated as of June 1, 2017 between CBS Corporation and Lawrence P. Tu (incorporated by reference to Exhibit 10(b) to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended September 30, 2017) (File No. 001-09553), as amended by Letter Agreement dated April 25, 2018 (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended March 31, 2018) (File No. 001-09553).*
|
|
|
(ll)
|
Separation Agreement dated February 22, 2019 between CBS Corporation and Lawrence P. Tu (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of CBS Corporation filed February 27, 2019) (File No. 001-09553).*
|
|
|
(mm)
|
Plans assumed by Former Viacom after the merger with former CBS Corporation in May 2000, consisting of the following:
|
|
|
|
(i)
|
CBS Supplemental Executive Retirement Plan (as amended as of April 1, 1999) (incorporated by reference to Exhibit 10(h) to the Quarterly Report on Form 10‑Q of CBS for the quarter ended September 30, 1999) (File No. 001‑00977) (as amended by Part B, effective as of January 1, 2009, as amended and restated as of January 1, 2012) (incorporated by reference to Exhibit 10(t)(i) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2012) (File No. 001‑09553).*
|
|
|
(ii)
|
CBS Bonus Supplemental Executive Retirement Plan (as amended as of April 1, 1999) (incorporated by reference to Exhibit 10(i) to the Quarterly Report on Form 10‑Q of CBS for the quarter ended September 30, 1999) (File No. 001‑00977) (as amended by Part B, effective as of January 1, 2009, as amended and restated as of January 1, 2012) (incorporated by reference to Exhibit 10(t)(ii) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2012) (File No. 001‑09553).*
|
|
|
(iii)
|
CBS Supplemental Employee Investment Fund (as amended as of January 1, 1998) (incorporated by reference to Exhibit 10(j) to the Quarterly Report on Form 10‑Q of CBS for the quarter ended September 30, 1999) (File No. 001‑00977).*
|
|
(nn)
|
Matching Gifts Program for Directors (incorporated by reference to Exhibit 10(aa) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2018) (File No. 001-09553).*
|
|
|
(oo)
|
Amended and Restated $3.5 Billion Credit Agreement, dated as of January 23, 2020, among ViacomCBS Inc.; the Subsidiary Borrowers party thereto; the Lenders named therein; JPMorgan Chase Bank, N.A., as Administrative Agent; Citibank, N.A., Bank of America, N.A. and Wells Fargo Bank, National Association, as Syndication Agents; and Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd. and Morgan Stanley MUFG Loan Partners, LLC, as Documentation Agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of ViacomCBS Inc. filed January 23, 2020) (File No. 001-09553).
|
|
|
(pp)
|
Settlement and Release Agreement effective as of September 9, 2018 (incorporated by reference to Exhibit 10(a) to the Current Report on Form 8-K of CBS Corporation filed September 10, 2018) (File No. 001-09553).
|
|
|
(qq)
|
Amendment No. 1 to the Settlement and Release Agreement, dated as of August 13, 2019, by and among the parties listed therein (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of CBS Corporation filed August 19, 2019) (File No. 001-09553).
|
|
|
(rr)
|
Support Agreement, dated as of August 13, 2019, by and among the parties listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of CBS Corporation filed August 19, 2019) (File No. 001-09553).
|
|
|
(ss)
|
Governance Agreement, dated as of August 13, 2019, by and among the parties listed therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of CBS Corporation filed August 19, 2019) (File No. 001-09553).
|
Exhibit No.
|
Description of Document
|
||
(21)
|
|
||
(23)
|
|
Consents of Experts and Counsel
|
|
|
(a)
|
||
(24)
|
|
||
(31)
|
|
Rule 13a‑14(a)/15d‑14(a) Certifications
|
|
|
(a)
|
Certification of the Chief Executive Officer of ViacomCBS Inc. pursuant to Rule 13a‑14(a) or 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 (filed herewith).
|
|
|
(b)
|
Certification of the Chief Financial Officer of ViacomCBS Inc. pursuant to Rule 13a‑14(a) or 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 (filed herewith).
|
|
(32)
|
|
Section 1350 Certifications
|
|
|
(a)
|
Certification of the Chief Executive Officer of ViacomCBS Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 (furnished herewith).
|
|
|
(b)
|
Certification of the Chief Financial Officer of ViacomCBS Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 (furnished herewith).
|
|
(101)
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Interactive Data File
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101. INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101. SCH XBRL Taxonomy Extension Schema.
101. CAL XBRL Taxonomy Extension Calculation Linkbase.
101. DEF XBRL Taxonomy Extension Definition Linkbase.
101. LAB XBRL Taxonomy Extension Label Linkbase.
101. PRE XBRL Taxonomy Extension Presentation Linkbase.
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VIACOMCBS INC.
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By:
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/s/ Robert M. Bakish
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Robert M. Bakish
President and
Chief Executive Officer
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Signature
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Title
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Date
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*
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Director
|
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February 20, 2020
|
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Robert N. Klieger
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*
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Director
|
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February 20, 2020
|
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Judith A. McHale
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|||
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*
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Director
|
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February 20, 2020
|
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Ronald L. Nelson
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*
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Director
|
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February 20, 2020
|
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Charles E. Phillips, Jr.
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*
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Chair
|
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February 20, 2020
|
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Shari E. Redstone
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*
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Director
|
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February 20, 2020
|
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Susan Schuman
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*
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Director
|
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February 20, 2020
|
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Nicole Seligman
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*
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Director
|
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February 20, 2020
|
|
Frederick O. Terrell
|
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*By:
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/s/ Christa A. D’Alimonte
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February 20, 2020
|
|
Christa A. D’Alimonte
Attorney-in-Fact
for Directors
|
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•
|
authorize our Board of Directors to provide for the issuance, without stockholder approval, of up to 25,000,000 shares of preferred stock with rights fixed by the Board of Directors, which rights could be senior to those of the common stock;
|
•
|
limit the number of directors constituting the entire Board of Directors to a maximum of 13 directors until December 4, 2021, and 20 directors thereafter;
|
•
|
provide that any vacancy on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors then in office, or by a sole remaining director;
|
•
|
provide that a special meeting of stockholders may be called only by the affirmative vote of a majority of the Board of Directors or by our Chairman of the Board, or the Chief Executive Officer, and shall be called at the written request of the holders of record of at least 50.1% of the aggregate voting power of all outstanding shares of our capital stock entitled to vote generally in the election of directors, acting together as a single class; and
|
•
|
establish advance notice procedures for stockholders to make nominations of candidates for election as directors or to present any other proposal to be acted upon at any annual or special meeting of stockholders.
|
(i)
|
Your Bonus for each Company fiscal year, regardless of whether such fiscal year is a 12-month period or a shorter period of time, shall be determined in accordance with the Company’s annual bonus plan in effect from time to time, as determined by the Board or a committee of the Board (the “STIP”).
|
(ii)
|
Your target Bonus for each Company fiscal year during the Contract Period shall be 100% of your Salary (your "Target Bonus") and shall be adjusted based on the Company's performance (the "Company Performance Factor") and your individual performance (the "Individual Performance Factor"), in each case as determined by the Company and as further provided in the STIP.
|
(i)
|
Your employment with the Company is on an exclusive and full-time basis, and while you are employed by the Company, you shall not engage in any other business activity which is in conflict with your duties and obligations (including your commitment of time) to the Company. During the Non-Competition Period, you shall not directly or indirectly engage in or participate as an owner, partner, holder or beneficiary of stock, stock options or other equity interest, officer, employee, director, manager, partner or agent of, or consultant for, any business competitive with any business of the Company without the prior written consent of the Company. This provision shall not limit your right to own and have options or other rights to purchase not more than one percent (1%) of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, unless such ownership constitutes a significant portion of your net worth.
|
(ii)
|
The “Non-Competition Period” begins on the Effective Date and ends on the last day of the Contract Period, provided that:
|
1.
|
If the Company terminates your employment without Cause or you resign for Good Reason before the end of the Contract Period, then the Non-Competition Period shall end on the earlier of (i) the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i) or (ii) the effective date of your waiver in writing of any right to receive or continue to receive compensation and benefits under paragraph 11. You shall be deemed to have irrevocably provided such waiver if you accept competing employment.
|
2.
|
If the Company terminates your employment for Cause or you resign other than for Good Reason, the Non-Competition Period shall end on the earlier of (i) the last day of the Contract Period or (ii) eighteen (18) months after such termination or resignation.
|
(i)
|
During the Non-Solicitation Period, you shall not directly or indirectly engage or attempt to engage in any of the following acts:
|
1.
|
Employ or solicit the employment of any person who is then, or has been within six (6) months prior thereto, an employee of the Company; or
|
2.
|
Interfere with, disturb or interrupt the relationships (whether or not such relationships have been reduced to formal contracts) of the Company with any customer, supplier, independent contractor, consultant, joint venture or other business partner (to the extent each of the limitations in this paragraph 6(b)(i)(2) is permitted by applicable law).
|
(ii)
|
The “Non-Solicitation Period” begins on the Effective Date and ends on the last day of the Contract Period, or, if longer, eighteen (18) months after the Company terminates your employment for Cause or you resign other than for Good Reason.
|
(i)
|
The results and proceeds of your services to the Company, whether or not created during the Contract Period, including, without limitation, any works of authorship resulting from your services and any works in progress resulting from such services, shall be works-made-for-hire and the Company shall be deemed
|
(ii)
|
If, for any reason, any of the results and proceeds of your services to the Company are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to the Company under this paragraph 8(a), then you hereby irrevocably assign any and all of your right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of every nature in the work, and the Company shall have the sole right to use, license or dispose of the work in perpetuity throughout the universe in any manner the Company determines in its sole discretion without any further payment to you, whether such rights and means of use are now known or hereafter defined or discovered.
|
(iii)
|
Upon request by the Company, whether or not during the Contract Period, you shall do any and all things which the Company may reasonably deem useful or desirable (at the Company’s expense) to establish or document the Company’s rights in the results and proceeds of your services to the Company, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents. You hereby irrevocably designate the General Counsel, Secretary or any Assistant Secretary of the Company as your attorney-in-fact with the power to take such action and execute such documents on your behalf. To the extent you have any rights in such results and proceeds that cannot be assigned as described above, you unconditionally and irrevocably waive the enforcement of such rights.
|
(iv)
|
The provisions of this paragraph 8(a) do not limit, restrict, or constitute a waiver by the Company of any ownership rights to which the Company may be entitled by operation of law by virtue of being your employer.
|
(v)
|
You and the Company acknowledge and understand that the provisions of this paragraph 8 requiring assignment of inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870, to the extent that such provision applies to you. You agree to advise the Company promptly in writing of any inventions that you believe meet the criteria in California Labor Code Section 2870.
|
(i)
|
You may resign for Good Reason at any time that you are actively employed during the Contract Period by written notice to the Company no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state the grounds for such Good Reason resignation and an effective date no earlier than thirty (30) business days after the date it is given. The Company shall have thirty (30) business days from the giving of such notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect.
|
(ii)
|
“Good Reason” shall mean without your written consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with your death or LTD): (i) the assignment to you of
|
(i)
|
The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of twelve (12) months or until the end of the Contract Period;
|
(ii)
|
You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the fiscal year in which such termination occurs;
|
(iii)
|
Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
|
(iv)
|
The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
|
(v)
|
With respect to any stock options granted to you under any of the Company’s equity plans as in effect from time to time:
|
(vi)
|
All restricted share units or restricted shares granted to you under any Company long-term incentive plan that have not vested as of your Separation Date, but that would have vested on or before the end of the Contract Period, shall become fully vested on the later of your Separation Date or upon receipt of a Release executed by you. There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Company long-term plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
|
(vii)
|
There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Company long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
|
(viii)
|
The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
|
(i)
|
The Company may, without your consent, amend any provision of this Agreement to the extent that, in the reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision.
|
(ii)
|
It is the intention and understanding of the parties that all amounts and benefits to which you become entitled under this Agreement will be paid or provided to you pursuant to a fixed schedule within the meaning of Section 409A. Notwithstanding such intention and understanding, in the event that you are a specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any amount or benefit owed to you under this Agreement (x) constitutes an amount of deferred compensation for purposes of Section 409A and (y) is considered for purposes of Section 409A to be owed to you by virtue of your Separation from Service, then such amount or benefit shall not be paid or provided during the six (6) month period following the date of your Separation
|
(iii)
|
As used herein, “Separation from Service” shall mean either (i) the termination of your employment with the Company and its affiliates, provided that such termination of employment meets the requirements of a separation of service determined using the default provisions set forth in Treasury Regulation §1.409A-(1)(h) or the successor provision thereto or (ii) such other date that constitutes a separation from service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation §1.409A-(1)(h) or the successor provision thereto. For purposes of this definition, "affiliate" means any corporation that is in the same controlled group of corporations (within the meaning of Code Section 414(b)) as the Company and any trade or business that is under common control with the Company (within the meaning of Code Section 414(c)), determined in accordance with the default provision set forth in Treasury Regulation §1.409A-(1)(h)(3).
|
(iv)
|
If under any provision of this Agreement you become entitled to be paid Salary continuation, then each payment of Salary during the relevant continuation period shall be considered, and is hereby designated as, a separate payment for purposes of Section 409A (and consequently your entitlement to such Salary continuation shall not be considered an entitlement to a single payment of the aggregate amount to be paid during the relevant continuation period).
|
(i)
|
The Bonus for any Company fiscal year under this Agreement shall be paid by March 15th of the following year.
|
(ii)
|
Except as otherwise expressly provided in this Agreement, your Bonus shall be prorated (A) to apply only to that part of the Company’s fiscal year which falls within the Contract Period and (B) to the extent the Company's fiscal year is less than a 12-month fiscal year (a Pro-Rated Bonus"). Following expiration of the Contract Period, you shall receive a Pro-Rated Bonus for the period of the
|
(iii)
|
Any Bonus or Pro-Rated Bonus payable pursuant to paragraphs 11, 13 or 14 shall be paid at the lesser of (X) your Target Bonus amount or (Y) your Target Bonus amount, adjusted based on the Company Performance Factor for the relevant year.
|
Very truly yours,
|
||
|
|
|
VIACOM INC.
|
||
|
|
|
By:
|
/s/ Christa A. D'Alimonte
|
|
|
Name:
|
Christa A. D'Alimonte
|
|
Title:
|
Executive Vice President,
|
|
|
General Counsel and Secretary
|
Very truly yours,
|
||
|
|
|
VIACOM INC.
|
||
|
|
|
By:
|
/s/ Christa A. D'Alimonte
|
|
|
Name:
|
Christa A. D'Alimonte
|
|
Title:
|
Executive Vice President,
|
|
|
General Counsel and Secretary
|
Very truly yours,
|
||
|
|
|
ViacomCBS Inc.
|
||
|
|
|
By:
|
/s/ Nancy Phillips
|
|
|
Name:
|
Nancy Phillips
|
|
Title:
|
Executive Vice President,
|
|
|
Chief People Officer
|
Dear Joe:
|
Dated as of January 31, 2020
|
1.
|
Term. Paragraph 1 of the Agreement shall be amended to provide that the Expiration Date is January 31, 2020.
|
2.
|
Payments upon the Expiration Date. Your employment shall terminate effective January 31, 2020, and you shall be entitled to receive (x) the amounts set forth in paragraph 7(b)(i) of the Agreement, (y) subject to your execution of the Release and the Release Effective Date having occurred, the amounts set forth in paragraph 7(b)(ii) of the Agreement, and (z) the benefits set forth in paragraph 7(f) of the Agreement. The amounts to be received by you pursuant to clause (y) of this Section 2 are listed on Exhibit A attached hereto and shall be payable as follows: (i) the amount payable in cash will be paid to you (net of applicable withholdings) in a lump sum on the first regular payroll date of the Company following the Release Effective Date, and (ii) the amount payable in ViacomCBS shares upon net settlement of your RSUs will be delivered to you on the Release Effective Date. You shall be afforded airplane usage for travel previously scheduled.
|
3.
|
Modification of Restrictive Covenants. The non-solicitation covenant set forth in paragraph 6(c)(i) of the Agreement shall be revised to read as follows: “You agree that, while employed by the Company and for twelve (12) months thereafter, you shall not directly or indirectly employ or solicit the employment of any person (other than your driver, the Manager, Administration or current personal assistant) who, on the date of termination of your employment, is an employee of the Company or any of its controlled affiliated companies, other than an employee who is subsequently terminated by the Company or affiliated company or resigns for “good reason” (as defined in such employee’s employment agreement with the Company or affiliated company).
|
4.
|
Relocation. You shall be able to maintain your current Company-provided apartment in Los Angeles through April 30, 2020; provided that you may extend occupancy through May 31, 2020 by furnishing written notice of the request for extension to the Company by April 1, 2020, in which case you will reimburse the Company for the rent charge for the month of May.
|
5.
|
Indemnification. For the avoidance of doubt, you will retain all of your existing rights to indemnification under paragraph 18 of the Agreement.
|
6.
|
Communications. The parties plan to announce your separation from ViacomCBS on January 31, 2020. ViacomCBS agrees that you shall be given a reasonable opportunity to review and approve the content of any external announcement and review and comment on any SEC filing regarding your separation from ViacomCBS (and any subsequent press release or filing that is inconsistent with such announcement or filing) prior to its release. You shall also be permitted to send an internal departure memo, subject to ViacomCBS’s prior approval (which approval shall not be unreasonably withheld or delayed).
|
7.
|
Legal Fees. This letter agreement also confirms our understanding that, notwithstanding any provision in the Agreement, ViacomCBS shall promptly, upon submission of an appropriately detailed invoice, pay your legal fees reasonably incurred in connection with this letter agreement and related matters.
|
8.
|
Release. References to the defined term “Employment Agreement” in Exhibit A (Form of General Release) to the Agreement shall be deemed to refer to the Agreement as amended by this letter agreement.
|
9.
|
Representations. ViacomCBS hereby represents that (i) this letter agreement has been duly authorized and executed by ViacomCBS, (ii) the Agreement, as modified by this letter agreement, is a legal, valid and binding obligation of ViacomCBS enforceable against ViacomCBS in accordance with its terms, and (iii) the termination of your employment has been approved by the Board of Directors in accordance with Article XI, Section 4(b) and Article XI, Section 4(d) of the Company’s By-Laws, and in accordance with Section 7(a)(ii) of your Employment Agreement.
|
10.
|
Entire Understanding. This letter agreement, together with the Agreement and any equity award agreements pursuant to which you hold outstanding ViacomCBS equity awards, contains the entire understanding of the parties hereto as of the time that this letter agreement is signed by both parties relating to the subject matter contained herein, and can be changed only by a writing signed by both parties. Except as otherwise expressly provided herein, the Agreement and your equity award agreements shall continue in full force and effect in accordance with their terms.
|
11.
|
Counterparts. This letter agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
|
Very truly yours,
|
||
|
|
|
VIACOMCBS INC.
|
||
|
|
|
By:
|
/s/ Nancy Phillips
|
|
|
Name:
|
Nancy Phillips
|
|
Title:
|
Executive Vice President,
|
|
|
Chief People Officer
|
Dear Jonathan:
|
Dated as of December 10, 2019
|
Very truly yours,
|
||
|
|
|
VIACOMCBS INC.
|
||
|
|
|
By:
|
/s/ Stephen Mirante
|
|
|
Name
|
Stephen D. Mirante
|
|
Title:
|
Executive Vice President,
|
|
|
Chief Administrative Officer, CBS
|
Subsidiary Name
|
Place of Incorporation or Organization
|
13 Investments LLC
|
Louisiana
|
13 Productions LLC
|
Louisiana
|
14 Hours Productions Inc.
|
Canada (Ontario)
|
1928778 Ontario Inc.
|
Canada (Ontario)
|
2POP, LLC
|
California
|
365Gay LLC
|
Delaware
|
37th Floor Productions Inc.
|
Delaware
|
38th Floor Productions Inc.
|
Delaware
|
5555 Communications Inc.
|
Delaware
|
90210 Productions, Inc.
|
California
|
A.S. Payroll Company, Inc.
|
California
|
Aardvark Productions, Inc.
|
Delaware
|
Aaron Spelling Productions, Inc.
|
California
|
AC INVERSORA S.A.
|
Argentina
|
Acorn Pipe Line Company
|
Texas
|
Acorn Properties, Inc.
|
Texas
|
Acorn Trading Company
|
Texas
|
Acquisition Group West LLC
|
Delaware
|
Addax Music Co., Inc.
|
Delaware
|
Adoy LLC
|
Delaware
|
Aetrax International Corporation
|
Delaware
|
After School Productions Inc.
|
Delaware
|
AfterL.com LLC
|
Delaware
|
AG Films Canada Inc.
|
Canada (Ontario)
|
Ages Electronics, Inc.
|
Delaware
|
Ages Entertainment Software LLC
|
Delaware
|
Air Realty Corporation
|
Delaware
|
Air Realty LLC
|
Delaware
|
All About Productions LLC
|
Delaware
|
All Media Inc.
|
Delaware
|
ALTSIM Inc.
|
Delaware
|
Amadea Film Productions, Inc.
|
Texas
|
Amazing Race Productions Inc.
|
Delaware
|
Animated Productions Inc.
|
Delaware
|
Antilles Oil Company, Inc.
|
Puerto Rico
|
A-R Acquisition Corp.
|
Delaware
|
Armacost Music LLC
|
Delaware
|
Around the Block Productions, Inc.
|
Delaware
|
Artcraft Productions Inc.
|
Delaware
|
Aspenfair Music, Inc.
|
California
|
ATCO I S.A.
|
Argentina
|
Atlanta Television Station WUPA Inc.
|
Delaware
|
Atlántida Comunicaciones S.A.
|
Argentina
|
Atom Digital Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Atom Entertainment, Inc.
|
Delaware
|
ATV ACME, LLC
|
California
|
Audioscrobbler Limited
|
United Kingdom
|
August Street Films Limited
|
United Kingdom
|
Avery Productions LLC
|
Delaware
|
Awesomeness BP, LLC
|
California
|
Awesomeness Distribution, LLC
|
California
|
Awesomeness Inc.
|
Delaware
|
Awesomeness Music Publishing, LLC
|
California
|
Awesomeness UK Distribution Limited
|
United Kingdom
|
Awesomeness UK Limited
|
United Kingdom
|
Awesomeness UK Network Limited
|
United Kingdom
|
Awesomeness, LLC
|
California
|
AwesomenessTV Holdings, LLC
|
Delaware
|
Awestruck, LLC
|
California
|
AXN, LLC
|
California
|
Babunga Inc.
|
Delaware
|
Bahamas Underwriters Services Limited
|
Bahamas
|
BAPP Acquisition Corporation
|
Delaware
|
Barrington Songs LLC
|
Delaware
|
Bay County Energy Systems, Inc.
|
Delaware
|
Bay Resource Management, Inc.
|
Delaware
|
Beijing Yalian Online Network Technology Co. Ltd.
|
China
|
Belhaven Limited
|
Bahamas
|
Bellator Sport Worldwide LLC
|
Delaware
|
Benjamin Button Productions LLC
|
Louisiana
|
BET Acquisition Corp.
|
Delaware
|
BET Arabesque, LLC
|
Delaware
|
BET Comic View II, LLC
|
Delaware
|
BET Consumer Services, Inc.
|
Delaware
|
BET Creations, Inc.
|
Delaware
|
BET Development Company
|
Delaware
|
BET Documentaries, LLC
|
Delaware
|
BET Event Productions, LLC
|
Delaware
|
BET Holdings LLC
|
Delaware
|
BET Innovations Publishing, Inc.
|
Delaware
|
BET Interactive, LLC
|
Delaware
|
BET International, Inc.
|
Delaware
|
BET Live from LA, LLC
|
Delaware
|
BET Music Soundz, Inc.
|
Delaware
|
BET Oh Drama!, LLC
|
Delaware
|
BET Pictures II Development & Production, Inc.
|
Delaware
|
BET Pictures II Distribution, Inc.
|
Delaware
|
BET Pictures II, LLC
|
Delaware
|
BET Productions II, Inc.
|
Delaware
|
BET Productions IV, LLC
|
Delaware
|
BET Productions V, Inc.
|
Delaware
|
BET Productions, LLC
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
BET Satellite Services, Inc.
|
Delaware
|
BET Services, Inc.
|
District of Columbia
|
BET ST LLC
|
Delaware
|
BET Streaming LLC
|
Delaware
|
Beta Theatres Inc.
|
Delaware
|
BETCH SKETCH, LLC
|
California
|
BETN Theatre Ventures, LLC
|
Delaware
|
BET-SVOD Holdings Inc.
|
Delaware
|
Beverly Productions Canada Inc.
|
Canada (B.C.)
|
Beverlyfax Music, Inc.
|
California
|
Big Frame, LLC
|
Delaware
|
BIG JOHN, LLC
|
California
|
Big Shows Inc.
|
Delaware
|
Big Ticket Music Inc.
|
Delaware
|
Big Ticket Pictures Inc.
|
Delaware
|
Big Ticket Productions Inc.
|
Delaware
|
Big Ticket Television Inc.
|
Delaware
|
Bikini Bottom Holdings Inc.
|
Delaware
|
Bikini Bottom Productions Limited Liability Company
|
New York
|
Black Entertainment Television LLC
|
District of Columbia
|
Blackout Productions Inc.
|
Delaware
|
Blackrock Insurance Corporation
|
New York
|
Bling Productions Inc.
|
Delaware
|
Blue Cow Inc.
|
Delaware
|
Blue Sea Productions, Inc.
|
Delaware
|
Blue/White Productions, Inc.
|
Delaware
|
BN Productions Inc.
|
Delaware
|
Bob’s Post House, LLC
|
California
|
BODYBAG, LLC
|
California
|
Bombay Hook LLC
|
Delaware
|
Bonneville Wind Corporation
|
Utah
|
Boxing Acquisition Inc.
|
Delaware
|
Branded Productions, Inc.
|
California
|
Breakdown Productions Inc.
|
Delaware
|
Brentwood Pictures Inc.
|
Delaware
|
Bronson Avenue LLC
|
Delaware
|
Bronson Gate Film Management GmbH
|
Germany
|
Brotherhood Productions, Inc.
|
Rhode Island
|
Bruin Music Company
|
Delaware
|
Buster Productions Inc.
|
Delaware
|
C-28 FCC Licensee Subsidiary, LLC
|
Delaware
|
Cania Productions Inc.
|
Canada (Ontario)
|
Caper Productions LLC
|
Delaware
|
Capital Equipment Leasing Limited
|
United Kingdom
|
Caprice Pty Ltd.
|
Australia
|
Caroline Films Productions, Inc.
|
California
|
Cayman Overseas Reinsurance Association
|
Cayman Islands
|
CBS (PDI) Distribution Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
CBS 247 Inc.
|
Delaware
|
CBS Advertiser Services Inc.
|
Delaware
|
CBS AJV Inc.
|
Delaware
|
CBS All Access International LLC
|
Delaware
|
CBS All Access International UK Limited
|
United Kingdom
|
CBS Aquisition Holdings Limited
|
United Kingdom
|
CBS Asia Inc.
|
Delaware
|
CBS ATSC3 Protection Inc.
|
Delaware
|
CBS Broadcast International Asia Inc.
|
New York
|
CBS Broadcast International B.V.
|
Netherlands
|
CBS Broadcast International of Canada Ltd.
|
Canada (Ontario)
|
CBS Broadcast Services Limited
|
United Kingdom
|
CBS Broadcasting Inc.
|
New York
|
CBS Broadcasting West Inc.
|
Delaware
|
CBS Canada Co.
|
Canada (Nova Scotia)
|
CBS Canada Holdings Co.
|
Canada (Nova Scotia)
|
CBS Canadian Film and Television Inc.
|
Canada (Ontario)
|
CBS Channel 10/55 Inc.
|
Delaware
|
CBS Communications Services Inc.
|
Delaware
|
CBS Communications Technology Group Inc.
|
Delaware
|
CBS Consumer Products Inc.
|
Delaware
|
CBS Corporate Services Inc.
|
Delaware
|
CBS Cultural Communications Inc.
|
Delaware
|
CBS Cultural Development (Beijing) Co., Limited
|
China
|
CBS Cultural Development (Hong Kong) Co, Limited
|
Hong Kong
|
CBS CW Network Partner LLC
|
Delaware
|
CBS DBS Inc.
|
Delaware
|
CBS DEC Inc.
|
Delaware
|
CBS Domains Inc.
|
Virginia
|
CBS EcoMedia Inc.
|
Delaware
|
CBS EMEA Limited
|
United Kingdom
|
CBS Employee Services Inc.
|
Delaware
|
CBS Enterprises (UK) Limited
|
United Kingdom
|
CBS Executive Services Corporation
|
Delaware
|
CBS Experiences Inc.
|
Delaware
|
CBS Film Funding Company Inc.
|
Delaware
|
CBS Films Canadian Productions Inc.
|
Canada (Ontario)
|
CBS Films Distribution Inc.
|
Delaware
|
CBS Films Inc.
|
Delaware
|
CBS Films Productions Inc.
|
Delaware
|
CBS Finance 1 UK Limited
|
United Kingdom
|
CBS Finance 2 UK Limited
|
United Kingdom
|
CBS Finance Holdings Limited
|
United Kingdom
|
CBS First Run Development Company Inc.
|
Delaware
|
CBS First Run Limited
|
Delaware
|
CBS General Entertainment Australia Inc.
|
Delaware
|
CBS Global Holding Inc.
|
Delaware
|
CBS Holding (Germany) B.V.
|
Netherlands
|
Subsidiary Name
|
Place of Incorporation or Organization
|
CBS Holdings (Germany) II B.V.
|
Netherlands
|
CBS Holdings (Mexico) Inc.
|
Delaware
|
CBS Hollywood Partner Inc.
|
Delaware
|
CBS Home Entertainment Inc.
|
Delaware
|
CBS IDA Inc.
|
Delaware
|
CBS Interactive GmbH
|
Switzerland
|
CBS Interactive Inc.
|
Delaware
|
CBS Interactive Limited
|
United Kingdom
|
CBS Interactive Media Inc.
|
Delaware
|
CBS Interactive Pte Ltd.
|
Singapore
|
CBS Interactive Pty. Ltd.
|
Australia
|
CBS International (Netherlands) B.V.
|
Netherlands
|
CBS International GmbH
|
Germany
|
CBS International Holdings B.V.
|
Netherlands
|
CBS International Holdings UK Limited
|
United Kingdom
|
CBS International Inc.
|
Delaware
|
CBS International Sales Holdings B.V.
|
Netherlands
|
CBS International Television (UK) Limited
|
United Kingdom
|
CBS International Television Australia Pty Limited
|
Australia
|
CBS International Television Italia Srl
|
Italy
|
CBS International Television Japan GK
|
Japan
|
CBS IRB Acquisition Inc.
|
Delaware
|
CBS Japan Inc.
|
New York
|
CBS K-Band Inc.
|
Delaware
|
CBS Last FM Holding Inc.
|
Delaware
|
CBS LITV LLC
|
Delaware
|
CBS Lyrics Inc.
|
Delaware
|
CBS Mass Media Corporation
|
Delaware
|
CBS MaxPreps Inc.
|
California
|
CBS Media Realty Corporation
|
New York
|
CBS Music LLC
|
Delaware
|
CBS Netherlands Worldwide B.V.
|
Netherlands
|
CBS Netherlands Asia Pacific Holding B.V.
|
Netherlands
|
CBS Netherlands Global Holding B.V.
|
Netherlands
|
CBS Network Ten B.V.
|
Netherlands
|
CBS News Inc.
|
Delaware
|
CBS Offshore Networks Holdings Limited
|
United Kingdom
|
CBS Operations Investments Inc.
|
Delaware
|
CBS Operations Services Inc.
|
Delaware
|
CBS Outdoor Investments Inc.
|
Delaware
|
CBS Outdoor Metro Services Limited
|
United Kingdom
|
CBS Overseas Inc.
|
New York
|
CBS Overseas Productions Two Inc.
|
Delaware
|
CBS Phoenix Inc.
|
Delaware
|
CBS Pictures Overseas Inc.
|
Delaware
|
CBS PNW Sports Inc.
|
Delaware
|
CBS Pop Partner Inc.
|
Delaware
|
CBS Productions UK Holdings Limited
|
United Kingdom
|
Subsidiary Name
|
Place of Incorporation or Organization
|
CBS Publishing UK Holdings Limited
|
United Kingdom
|
CBS Receivables Funding II Corporation
|
Delaware
|
CBS Receivables Funding III Corporation
|
Delaware
|
CBS Records Inc.
|
Delaware
|
CBS Retail Stores Inc.
|
Delaware
|
CBS Satellite News Inc.
|
Delaware
|
CBS Services Inc.
|
Delaware
|
CBS Shopping Inc.
|
Delaware
|
CBS Sports Inc.
|
Delaware
|
CBS Stages Canada Co.
|
Canada (Nova Scotia)
|
CBS Stations Group of Texas LLC
|
Delaware
|
CBS Stock Holdings I Inc.
|
Delaware
|
CBS Studios Distribution C.V.
|
Netherlands
|
CBS Studios Distribution UK Limited
|
United Kingdom
|
CBS Studios Inc.
|
Delaware
|
CBS Studios Netherlands Holding B.V.
|
Netherlands
|
CBS Studios Networks Inc.
|
New York
|
CBS Studios Overseas Productions Inc.
|
Delaware
|
CBS Studios Productions LLC
|
Delaware
|
CBS Subsidiary Management Corp.
|
Delaware
|
CBS Survivor Productions, Inc.
|
Delaware
|
CBS Technology Corporation
|
Delaware
|
CBS Television Licenses LLC
|
Delaware
|
CBS Television Service Inc.
|
Delaware
|
CBS Television Stations Inc.
|
Delaware
|
CBS Temp Services Inc.
|
Delaware
|
CBS TVG Inc.
|
Delaware
|
CBS UAC Corporation
|
Delaware
|
CBS UK
|
United Kingdom
|
CBS UK Channels Limited
|
United Kingdom
|
CBS UK Finance LP
|
United Kingdom
|
CBS UK Productions Limited
|
United Kingdom
|
CBS World Wide Ltd.
|
New York
|
CBS Worldwide Distribution Inc.
|
Delaware
|
CBS/CTS Airport Network Inc.
|
Delaware
|
CBS/CTS Inc.
|
Delaware
|
CBS/Westinghouse of PA Inc.
|
Delaware
|
CBS-CSI International B.V.
|
Netherlands
|
CBS-Lux Holding LLC
|
Delaware
|
CBS–Sac Music Inc.
|
Delaware
|
CBT Sports, LLC
|
Delaware
|
CC Direct Inc.
|
Delaware
|
CCG Ventures, Inc.
|
Delaware
|
Central Productions LLC
|
Delaware
|
Centurion Satellite Broadcast Inc.
|
Delaware
|
Championship Productions Inc.
|
Delaware
|
Channel 28 Television Station, Inc.
|
Delaware
|
Channel 34 Television Station LLC
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Channel 5 Broadcasting Limited
|
United Kingdom
|
Channel Community Networks Corporation
|
Canada (Ontario)
|
Channel Services GmbH
|
Switzerland
|
Channel Services Holdings B.V.
|
Netherlands
|
Charter Crude Oil Company
|
Texas
|
Charter Futures Trading Company
|
Texas
|
Charter Media Company
|
Delaware
|
Charter Oil (Bahamas) Limited
|
Bahamas
|
Charter Oil Company
|
Florida
|
Charter Oil Services, Inc.
|
Texas
|
Charter Oil Specialties Limited
|
Bahamas
|
Chartreuse Pty Limited
|
Australia
|
Chazo Productions Inc.
|
Delaware
|
Chuanmei Information Technologies (Shanghai) Co., Ltd.
|
China
|
Cinematic Arts B.V.
|
Netherlands
|
CIOC LLC
|
Delaware
|
CIOC Remediation Trust
|
Delaware
|
CJD, LLC
|
California
|
Classless Inc.
|
Delaware
|
Clicker Media Inc.
|
Delaware
|
Cloverleaf Productions Inc.
|
Delaware
|
CMT Productions Inc.
|
Delaware
|
CN Pilot Productions Inc.
|
Canada (Ontario)
|
CNET Investments, Inc.
|
Delaware
|
Columbia Broadcasting System (Barbados) SRL
|
Barbados
|
Columbia Broadcasting System Holdings UK Limited
|
United Kingdom
|
Columbia Broadcasting System International (Barbados) SRL
|
Barbados
|
Columbia Television, Inc.
|
New York
|
Columbus Circle Films LLC
|
Delaware
|
Comanche Moon Productions Inc.
|
New Mexico
|
Comedy Partners
|
New York
|
Comicbook.com, LLC
|
Tennessee
|
Commerce Street Productions Inc.
|
Delaware
|
Commissioner.com, Inc.
|
New York
|
Compelling Music LLC
|
California
|
Concord Entertainment Inc.
|
Delaware
|
Consolidated Caguas Corporation
|
Delaware
|
Country Music Television, Inc.
|
Tennessee
|
Country Network Enterprises, Inc.
|
Delaware
|
Country Services Inc.
|
Delaware
|
country.com, Inc.
|
Delaware
|
Cradle of Life Productions LLC
|
Delaware
|
Creative Mix Inc.
|
Delaware
|
Cross Step Productions Inc.
|
Delaware
|
CSTV Networks, Inc.
|
Delaware
|
CSTV Online, Inc.
|
Delaware
|
CSTV Regional, LLC
|
Delaware
|
CSTV-A, LLC
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
CSTV-B, LLC
|
Delaware
|
CVV (Japan) B.V.
|
Netherlands
|
DABL Network LLC
|
Delaware
|
Danger Productions Inc.
|
Canada (Ontario)
|
Danielle Productions LLC
|
Delaware
|
Danni Productions LLC
|
Louisiana
|
Davis Circle Productions Inc.
|
Delaware
|
Daza Productions Inc.
|
Delaware
|
DEAD X, LLC
|
California
|
Delaware Resource Beneficiary, Inc.
|
Delaware
|
Delaware Resource Lessee Trust
|
Delaware
|
Delaware Resource Management, Inc.
|
Delaware
|
Desilu Productions Inc.
|
Delaware
|
Detroit Television Station WKBD Inc.
|
Virginia
|
dFactory Sarl
|
Switzerland
|
DIGICO Inc.
|
Delaware
|
Digital Video Ops Inc.
|
Delaware
|
Direct Court Productions, Inc.
|
Delaware
|
DM Holding Inc.
|
Delaware
|
DMS Holdco Inc.
|
Delaware
|
Dotspotter Inc.
|
Delaware
|
DT Investor Inc.
|
Delaware
|
DTE Films LLC
|
Delaware
|
Dutchess Resource Management, Inc.
|
Delaware
|
DW (Netherlands) B.V.
|
Netherlands
|
DW Distribution L.L.C.
|
Delaware
|
DW Dramatic Television L.L.C.
|
Delaware
|
DW Films L.L.C.
|
Delaware
|
DW Finance L.L.C.
|
Delaware
|
DW Funding, LLC
|
Delaware
|
DW Holdco LLC
|
Delaware
|
DW International Distribution L.L.C.
|
Delaware
|
DW International Productions L.L.C.
|
Delaware
|
DW Internet L.L.C.
|
Delaware
|
DW Music Publishing L.L.C.
|
Delaware
|
DW Music Publishing Nashville L.L.C.
|
Delaware
|
DW One Corp.
|
Delaware
|
DW Project Development L.L.C.
|
Delaware
|
DW SKG TV L.L.C.
|
Delaware
|
DW Studios L.L.C.
|
Delaware
|
DW Studios Productions L.L.C.
|
Delaware
|
DW Television Animation L.L.C.
|
Delaware
|
DW Television L.L.C.
|
Delaware
|
DW TV Finance I L.L.C.
|
Delaware
|
DW Two Corp.
|
Delaware
|
DWTT Productions Limited
|
New Zealand
|
Dynamic Soap, Inc.
|
California
|
Eagle Direct, Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Eighth Century Corporation
|
Delaware
|
Elevate Productions Inc.
|
Delaware
|
Elevenco Pty Limited
|
Australia
|
ELIANIMAL, LLC
|
California
|
Elite Productions Inc.
|
Delaware
|
Elysium Productions Inc.
|
Delaware
|
Emily Productions LLC
|
Delaware
|
Energy Development Associates Inc.
|
Delaware
|
ENFISUR S.A.
|
Argentina
|
EPI Music LLC
|
California
|
Erica Film Productions, Inc.
|
California
|
ET Media Group Inc.
|
Delaware
|
Evergreen Programs LLC
|
New York
|
EWB Corporation
|
Delaware
|
Express Lane Productions Inc.
|
Delaware
|
Eye Animation Productions Inc.
|
Delaware
|
Eye Creative Media Group Inc.
|
Delaware
|
Eye Explorations Inc.
|
Delaware
|
Eye Podcast Productions Inc.
|
Delaware
|
Eye Productions Inc.
|
Delaware
|
Failure To Launch Productions LLC
|
Louisiana
|
Fall, LLC
|
California
|
Famous Orange Productions Inc.
|
Delaware
|
Famous Players International B.V.
|
Netherlands
|
Famous Players Investments B.V.
|
Netherlands
|
Festival Inc.
|
Delaware
|
FHT Media Holdings LLC
|
Delaware
|
Fifty-Sixth Century Antrim Iron Company, Inc.
|
Delaware
|
Film Intex Corporation
|
Delaware
|
Films Paramount SARL
|
France
|
Films Ventures (Fiji) Inc.
|
Delaware
|
First Cut Productions Inc.
|
Canada (B.C.)
|
First Hotel Investment Corporation
|
Delaware
|
Forty-Fourth Century Corporation
|
Delaware
|
Four Crowns, Inc.
|
Delaware
|
French Street Management LLC
|
Delaware
|
Front Street Management Inc.
|
Delaware
|
Futa B.V.
|
Netherlands
|
Future General Corporation
|
Delaware
|
G&W Leasing Company
|
Delaware
|
G&W Natural Resources Company, Inc.
|
Delaware
|
Game One SAS
|
France
|
Games Animation Inc.
|
Delaware
|
Games Exchange Inc.
|
Delaware
|
Games Productions Inc.
|
Delaware
|
Gateway Fleet Company
|
Pennsylvania
|
GC Productions Inc.
|
Delaware
|
GFB Productions Inc.
|
Canada (Ontario)
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Gladiator Productions L.L.C.
|
Delaware
|
Glendale Property Corp.
|
Delaware
|
Global Film Distributors B.V.
|
Netherlands
|
Glory Productions Inc.
|
Delaware
|
Gloucester Titanium Company, Inc.
|
Delaware
|
GNS Productions Inc.
|
Delaware
|
GolfWeb
|
California
|
Gorgen, Inc.
|
California
|
Government Issue LLC
|
Louisiana
|
Gower Avenue Films Limited
|
United Kingdom
|
Grace Productions LLC
|
Delaware
|
Grad Night, LLC
|
California
|
Grammar Productions Inc.
|
Delaware
|
Gramofair Inc.
|
Delaware
|
Grand Bahama Petroleum Company Limited
|
Bahamas
|
Grande Alliance Co. Ltd.
|
Cayman Islands
|
Granite Productions Inc.
|
California
|
Granville Canadian Productions Inc.
|
Canada (Ontario)
|
Granville LA LLC
|
Louisiana
|
Granville Pictures Inc.
|
Delaware
|
Gravity Productions Inc.
|
Canada (B.C.)
|
Green Tiger Press, Inc.
|
California
|
Group W Television Stations, L.P.
|
Delaware
|
Guidance, LLC
|
California
|
Gulf & Western do Brazil Industria e Comercio Limitada (in liquidation)
|
Brazil
|
Gulf & Western Indonesia, Inc.
|
Delaware
|
Gulf & Western International N.V.
|
Netherlands Antilles
|
Gulf & Western Limited
|
Bahamas
|
H R Acquisition Corp.
|
Delaware
|
Hamilton Projects, Inc.
|
New York
|
Hard Caliche LLC
|
New Mexico
|
HERO Broadcasting Holding LLC
|
Delaware
|
HERO Broadcasting LLC
|
Delaware
|
HERO Licenseco LLC
|
Delaware
|
Hey Yeah Productions Inc.
|
Delaware
|
High Command Productions Limited
|
United Kingdom
|
House of Yes Productions Inc.
|
Delaware
|
Hudson Street Productions, Inc.
|
Delaware
|
HUSD, LLC
|
California
|
Image Edit, Inc.
|
Delaware
|
Imagine Radio, Inc.
|
California
|
IMR Acquisition Corp.
|
Delaware
|
Inside Edition Inc.
|
New York
|
Interstitial Programs Inc.
|
Delaware
|
Invisions Holding B.V.
|
Netherlands
|
Irvine Games Inc.
|
Delaware
|
Irvine Games USA Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Joseph Productions Inc.
|
Delaware
|
Jumbo Ticket Songs Inc.
|
Delaware
|
Jupiter Spring Productions Limited
|
United Kingdom
|
Just U Productions, Inc.
|
California
|
K.W. M., Inc.
|
Delaware
|
KAPCAN1 Productions Inc.
|
Canada (B.C.)
|
Katled Systems Inc.
|
Delaware
|
Kilo Mining Corporation
|
Pennsylvania
|
King Street Productions Inc.
|
Delaware
|
King World Corporation
|
Delaware
|
King World Development Inc.
|
California
|
King World Direct Inc.
|
Delaware
|
King World Media Sales Inc.
|
Delaware
|
King World Merchandising, Inc.
|
Delaware
|
King World Productions, Inc.
|
Delaware
|
King World Studios West Inc.
|
California
|
King World/CC Inc.
|
New York
|
Kristina Productions Inc.
|
Delaware
|
KUTV Holdings, Inc.
|
Delaware
|
KVMM LLC
|
Delaware
|
KW Development Inc.
|
California
|
KWP Studios Inc.
|
California
|
KWP/RR Inc.
|
New York
|
KWTS Productions Inc.
|
California
|
Ladies Man Productions USA Inc.
|
Delaware
|
Large Ticket Songs Inc.
|
Delaware
|
Last Holiday Productions LLC
|
Louisiana
|
Last.FM Acquisition Limited
|
United Kingdom
|
Last.FM Limited
|
United Kingdom
|
Late Night Cartoons Inc.
|
Delaware
|
Laurel Entertainment LLC
|
Delaware
|
LAXG, LLC
|
California
|
Light Meter, LLC
|
California
|
Liliana Productions Inc.
|
Delaware
|
Linbaba’s Story Pty Ltd
|
Australia
|
Lincoln Point Productions Inc.
|
Delaware
|
Lisarb Holding B.V.
|
Netherlands
|
List Productions, LLC
|
California
|
Little Boston Company Inc.
|
Delaware
|
Long Branch Productions LLC
|
Louisiana
|
Long Road Productions
|
Illinois
|
Los Angeles Television Station KCAL LLC
|
Delaware
|
Louisiana CMT LLC
|
Louisiana
|
Louisiana RPI LLC
|
Louisiana
|
Low Key Productions Inc.
|
Delaware
|
LS Productions Inc.
|
Canada (Ontario)
|
LT Holdings Inc.
|
Delaware
|
M4Mobile, LLC
|
California
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Maarten Investerings Partnership
|
New York
|
MAD MOMS, LLC
|
California
|
MAD Production Trucking Company
|
Delaware
|
Magic Molehill Productions, Inc.
|
California
|
Magical Jade Productions Inc.
|
Delaware
|
Magical Motion Pictures Inc.
|
Delaware
|
Magicam, Inc.
|
Delaware
|
Marathon Holdings Inc.
|
Delaware
|
Matlock Company, The
|
Delaware
|
Mattalex LLC
|
Delaware
|
Mattalex Two LLC
|
Delaware
|
Mayday Productions Inc.
|
Canada (Ontario)
|
MDP Productions, LLC
|
Delaware
|
MDR, LLC
|
California
|
Meadowland Parkway Associates
|
New Jersey
|
Melange Pictures LLC
|
Delaware
|
Melrose Productions Inc.
|
California
|
Meredith Productions LLC
|
Delaware
|
Merlot Film Productions, Inc.
|
California
|
Merritt Inc.
|
Delaware
|
Miami Television Station WBFS Inc.
|
Delaware
|
Michaela Productions Inc.
|
Delaware
|
MMA Holdco Inc.
|
Delaware
|
MonkeyWurks LLC
|
Delaware
|
MoonMan Productions Inc.
|
Delaware
|
MTV Animation Inc.
|
Delaware
|
MTV Asia
|
Cayman Islands
|
MTV Asia Development Company Inc.
|
Delaware
|
MTV Asia Ventures (India) Pte. Limited
|
Mauritius
|
MTV Asia Ventures Co.
|
Cayman Islands
|
MTV DMS Inc.
|
Delaware
|
MTV Games Inc.
|
Delaware
|
MTV Hong Kong Limited
|
Hong Kong
|
MTV India
|
Cayman Islands
|
MTV Networks Argentina LLC
|
Delaware
|
MTV Networks Argentina S.R.L.
|
Argentina
|
MTV Networks Canada, ULC
|
Canada
|
MTV Networks Colombia S.A.S.
|
Colombia
|
MTV Networks Company
|
Delaware
|
MTV Networks de Mexico, S. de R.L. de C.V.
|
Mexico
|
MTV Networks Enterprises Inc.
|
Delaware
|
MTV Networks Europe Inc.
|
Delaware
|
MTV Networks Europe LLC
|
Delaware
|
MTV Networks Global Services Inc.
|
Delaware
|
MTV Networks Holdings SARL
|
France
|
MTV Networks Latin America Inc.
|
Delaware
|
MTV Networks Music Productions Inc.
|
Delaware
|
MTV Networks s.r.o.
|
Czech Republic
|
Subsidiary Name
|
Place of Incorporation or Organization
|
MTV Networks Sarl
|
France
|
MTV Networks, Unipessoal, LDA
|
Portugal
|
MTV NZ Limited
|
New Zealand
|
MTV Ownership (Portugal), LDA
|
Portugal
|
MTV Russia Holdings Inc.
|
Delaware
|
MTV S.A.
|
Cayman Islands
|
MTV Songs Inc.
|
Delaware
|
MTV Taiwan LDC
|
Cayman Islands
|
MTVBVI Inc.
|
Delaware
|
MTVN Direct Inc.
|
Delaware
|
MTVN Online Partner I Inc.
|
Delaware
|
MTVN Social Gaming Inc.
|
Delaware
|
Music by Nickelodeon Inc.
|
Delaware
|
Music by Video Inc.
|
Delaware
|
MVP.com Sports, Inc.
|
Delaware
|
N.V. Broadcasting (Canada) Inc.
|
Canada
|
Narrabeen Productions Inc.
|
Delaware
|
Netherlands Management Services LLC
|
Delaware
|
Netherlands Overseas LLC
|
Delaware
|
Network Ten ( Sydney) Pty Limited
|
Australia
|
Network Ten (Adelaide) Pty Limited
|
Australia
|
Network Ten (Brisbane) Pty Limited
|
Australia
|
Network Ten (Melbourne) Pty Limited
|
Australia
|
Network Ten (Perth) Pty Limited
|
Australia
|
Network Ten All Access Pty Ltd.
|
Australia
|
Network Ten Pty Limited
|
Australia
|
Networks CTS Inc.
|
Delaware
|
Neutronium Inc.
|
Delaware
|
New 38th Floor Productions Inc.
|
Delaware
|
New Coral Ltd.
|
Cayman Islands
|
New Country Services Inc.
|
Delaware
|
New Creative Mix Inc.
|
Delaware
|
New Games Productions Inc.
|
Delaware
|
New International Mix Inc.
|
Delaware
|
New Jersey Zinc Exploration Company, The
|
Delaware
|
New Nickelodeon Animation Studios Inc.
|
Delaware
|
New Not Before 10AM Productions Inc.
|
Delaware
|
New Open Door Productions Inc.
|
Delaware
|
New Pop Culture Productions Inc.
|
Delaware
|
New Providence Assurance Company Limited
|
Bahamas
|
New Remote Productions Inc.
|
Delaware
|
New Viacom Velocity LLC
|
Delaware
|
Newdon Productions
|
Illinois
|
Nick at Nite's TV Land Retromercials Inc.
|
Delaware
|
Nickelodeon Animation Studios Inc.
|
Delaware
|
Nickelodeon Asia Holdings Pte Ltd
|
Singapore
|
Nickelodeon Australia
|
Australia
|
Nickelodeon Australia Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Nickelodeon Australia Management Pty Ltd.
|
Australia
|
Nickelodeon Brasil Inc.
|
Delaware
|
Nickelodeon Direct Inc.
|
Delaware
|
Nickelodeon Global Network Ventures Inc.
|
Delaware
|
Nickelodeon Huggings U.K. Limited
|
United Kingdom
|
Nickelodeon India Pvt Ltd
|
India
|
Nickelodeon International Limited
|
United Kingdom
|
Nickelodeon Magazines Inc.
|
Delaware
|
Nickelodeon Movies Inc.
|
Delaware
|
Nickelodeon Notes Inc.
|
Delaware
|
Nickelodeon Online Inc.
|
Delaware
|
Nickelodeon U.K. Limited
|
United Kingdom
|
Nickelodeon UK Holdings LLC
|
Delaware
|
Nickelodeon Virtual Worlds LLC
|
Delaware
|
Nicki Film Productions, Inc.
|
California
|
Night Falls Productions Inc.
|
Delaware
|
NM Classics Inc.
|
Delaware
|
Noggin LLC
|
Delaware
|
North Shore Productions Inc.
|
California
|
Not Before 10am Productions Inc.
|
Delaware
|
NP Domains, Inc.
|
Delaware
|
NTA Films, Inc.
|
New York
|
NTM, LLC
|
California
|
NV International, Inc.
|
Georgia
|
O Good Songs Company
|
California
|
O’Connor Combustor Corporation
|
California
|
OHBWAY Investco Inc.
|
Delaware
|
OM/TV Productions Inc.
|
Delaware
|
On Broadband Networks LLC
|
Delaware
|
On Second Thought Productions Inc.
|
Canada
|
On-Site Productions Inc.
|
Delaware
|
OOO VIMN Holdings Vostok
|
Russian Federation
|
OOO VIMN Media Vostok
|
Russian Federation
|
Open Door Productions Inc.
|
Delaware
|
Orange Ball Networks Subsidiary PRC LLC
|
Delaware
|
ORB, LLC
|
California
|
Our Home Productions Inc.
|
Delaware
|
OurChart.com LLC
|
Delaware
|
Outdoor Entertainment, Inc.
|
Tennessee
|
Outlet Networks Inc.
|
Delaware
|
Override Pictures LLC
|
Delaware
|
Paramount British Pictures Limited
|
United Kingdom
|
Paramount China B.V.
|
Netherlands
|
Paramount Digital Entertainment Inc.
|
Delaware
|
Paramount Films of China, Inc.
|
Delaware
|
Paramount Films of India, Ltd.
|
Delaware
|
Paramount Films of Southeast Asia Inc.
|
Delaware
|
Paramount Home Entertainment (Australasia) Pty Limited
|
Australia
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Paramount Home Entertainment (Brazil) Limitada
|
Brazil
|
Paramount Home Entertainment (France) S.A.S.
|
France
|
Paramount Home Entertainment (Germany) GmbH
|
Germany
|
Paramount Home Entertainment (Italy) SRL
|
Italy
|
Paramount Home Entertainment (Mexico) S. de R.L. de C.V.
|
Mexico
|
Paramount Home Entertainment (Mexico) Services S. de R.L. de C.V.
|
Mexico
|
Paramount Home Entertainment (UK)
|
United Kingdom
|
Paramount Home Entertainment Distribution Inc.
|
Delaware
|
Paramount Home Entertainment Inc.
|
Delaware
|
Paramount Home Entertainment International (Holdings) B.V.
|
Netherlands
|
Paramount Home Entertainment International B.V.
|
Netherlands
|
Paramount Home Entertainment International Limited
|
United Kingdom
|
Paramount Images Inc.
|
Delaware
|
Paramount International (Netherlands) B.V.
|
Netherlands
|
Paramount Japan G.K.
|
Japan
|
Paramount LAPTV Inc.
|
Delaware
|
Paramount Latin America SRL
|
Argentina
|
Paramount Licensing Inc.
|
Delaware
|
Paramount Movie and TV Program Planning (Beijing) Co., Ltd.
|
China
|
Paramount Network Espana, S.L.U.
|
Spain
|
Paramount NMOC LLC
|
Delaware
|
Paramount Overseas Productions, Inc.
|
Delaware
|
Paramount Pictures Asia Pacific Limited
|
Taiwan
|
Paramount Pictures Australia Pty.
|
Australia
|
Paramount Pictures Brasil Distribuidora de Filmes Ltda
|
Brazil
|
Paramount Pictures Corporation
|
Delaware
|
Paramount Pictures Corporation (Canada) Inc.
|
Canada
|
Paramount Pictures Entertainment Canada ULC
|
Canada
|
Paramount Pictures France Sarl
|
France
|
Paramount Pictures Germany GmbH
|
Germany
|
Paramount Pictures Hong Kong Limited
|
Hong Kong
|
Paramount Pictures International Limited
|
United Kingdom
|
Paramount Pictures Louisiana Production Investments II LLC
|
Louisiana
|
Paramount Pictures Louisiana Production Investments III LLC
|
Louisiana
|
Paramount Pictures Louisiana Production Investments LLC
|
Louisiana
|
Paramount Pictures Mexico S. de R.L. de C.V.
|
Mexico
|
Paramount Pictures NZ
|
New Zealand
|
Paramount Pictures Services UK
|
United Kingdom
|
Paramount Pictures UK
|
United Kingdom
|
Paramount Poland sp. z.o.o.
|
Poland
|
Paramount Production Support Inc.
|
Delaware
|
Paramount Productions Service Corporation
|
Delaware
|
Paramount Spain S.L.U.
|
Spain
|
Paramount Sweden AB
|
Sweden
|
Paramount Worldwide Productions Inc.
|
Delaware
|
ParaUSD Singapore Pte. Ltd.
|
Singapore
|
Park Court Productions, Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Part-Time Productions Inc.
|
Delaware
|
Paws, Incorporated
|
Indiana
|
PC Home Cayman Ltd.
|
Cayman Islands
|
PCCGW Company, Inc.
|
Delaware
|
PCI Canada Inc.
|
Delaware
|
PCI Network Partner II Inc.
|
Delaware
|
PCI Network Partner Inc.
|
Delaware
|
Peanut Worm Productions Inc.
|
Delaware
|
Pen Productions, LLC
|
California
|
Peppercorn Productions, Inc.
|
Tennessee
|
Permutation Productions Inc.
|
Delaware
|
Pet II Productions Inc.
|
Delaware
|
Philadelphia Television Station WPSG Inc.
|
Delaware
|
Pittsburgh Television Station WPCW Inc.
|
Delaware
|
Pluto Inc.
|
Delaware
|
Pluto TV Europe GmbH
|
Germany
|
PMV Productions, Inc.
|
Delaware
|
Pocket Books of Canada, Ltd.
|
Canada (Federal)
|
Pop Channel Productions Inc.
|
Delaware
|
Pop Culture Productions Inc.
|
Delaware
|
Pop Media Group, LLC
|
Delaware
|
Pop Media Networks, LLC
|
Delaware
|
Pop Media Productions, LLC
|
Delaware
|
Pop Media Properties, LLC
|
Delaware
|
Pop Media Services, LLC
|
Delaware
|
Pop Music, LLC
|
Delaware
|
Pop Toons Inc.
|
Delaware
|
Porta dos Fundos Produtora e Distribuidora Audiovisual S.A.
|
Brazil
|
Possible Productions Inc.
|
Delaware
|
Possum Point Incorporated
|
Delaware
|
Pottle Productions, Inc.
|
California
|
PPC Film Management GmbH
|
Germany
|
PPG Holding 5 B.V.
|
Netherlands
|
PPG Holding 95 B.V.
|
Netherlands
|
Premiere House, Inc.
|
Delaware
|
Preye, Inc.
|
California
|
Prime Directive Productions Inc.
|
Delaware
|
Project Drew, LLC
|
California
|
Prospect Company Ltd.
|
Cayman Islands
|
Proxy Music LLC
|
California
|
Quemahoning Coal Processing Company
|
Pennsylvania
|
R.G.L. Realty Limited
|
United Kingdom
|
Radford Studio Center Inc.
|
California
|
Raquel Productions Inc.
|
Delaware
|
Real TV Music Inc.
|
Delaware
|
Recovery Ventures Inc.
|
Delaware
|
Red Devs LLC
|
Delaware
|
RED MIRROR, LLC
|
California
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Remote Productions Inc.
|
Delaware
|
Republic Distribution LLC
|
Delaware
|
Republic Entertainment LLC
|
Delaware
|
Republic Pictures Corporation of Canada Ltd.
|
Canada (Ontario)
|
Republic Pictures Enterprises LLC
|
Delaware
|
Republic Pictures Productions LLC
|
California
|
RH Productions Inc.
|
California
|
Rosy Haze Productions Pty Limited
|
Australia
|
RTV News Inc.
|
Delaware
|
RTV News Music Inc.
|
Delaware
|
Sacramento Television Stations Inc.
|
Delaware
|
Sagia Productions Inc.
|
Canada (Ontario)
|
Salton Sea Songs LLC
|
Delaware
|
Salvation Productions Inc.
|
Canada (B.C.)
|
Sammarnick Insurance Corporation
|
New York
|
San Francisco Television Station KBCW Inc.
|
Virginia
|
Saucon Valley Iron and Railroad Company, The
|
Pennsylvania
|
SBX Acquisition Corp.
|
Delaware
|
Scott-Mattson Farms, Inc.
|
Florida
|
Screenlife Licensing, LLC
|
Nevada
|
Screenlife, LLC
|
Washington
|
See Yourself Productions Inc.
|
Delaware
|
Servicios Para Empresas de Entretenimiento, S. de R.L. de C.V.
|
Mexico
|
SF Films Inc.
|
Canada (Ontario)
|
SFI Song Company
|
Delaware
|
SFPG LLC
|
Delaware
|
SHAUNTENT, LLC
|
California
|
Ship House, Inc.
|
Florida
|
SHOtunes Music LLC
|
Delaware
|
Shovel Buddies, LLC
|
California
|
Show Pants LLC
|
Delaware
|
Show Works Productions Inc.
|
Delaware
|
Showtime Canada ULC
|
Canada (Alberta)
|
Showtime Digital Inc.
|
Delaware
|
Showtime Distribution B.V.
|
Netherlands
|
Showtime Live Entertainment Inc.
|
Delaware
|
Showtime Marketing Inc.
|
Delaware
|
Showtime Melodies Inc.
|
Delaware
|
Showtime Networks Inc.
|
Delaware
|
Showtime Networks Inc. (U.K.)
|
Delaware
|
Showtime Networks Satellite Programming Company
|
California
|
Showtime Online Inc.
|
Delaware
|
Showtime Pictures Development Company
|
Delaware
|
Showtime Satellite Networks Inc.
|
Delaware
|
Showtime Songs Inc.
|
Delaware
|
Showtime/Sundance Holding Company Inc.
|
Delaware
|
SIFO One Inc.
|
Delaware
|
SIFO Two Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Simon & Schuster (Australia) Pty. Limited
|
Australia
|
Simon & Schuster (UK) Limited
|
UK
|
Simon & Schuster Digital Sales Inc.
|
Delaware
|
Simon & Schuster Global Services Inc.
|
Delaware
|
Simon & Schuster India LLC
|
Delaware
|
Simon & Schuster International Inc.
|
Delaware
|
Simon & Schuster of Canada (1976) Ltd.
|
Canada (Federal)
|
Simon & Schuster Publishers India Private Limited
|
India
|
Simon & Schuster, Inc.
|
New York
|
SKG Louisiana L.L.C.
|
Louisiana
|
SKG Music L.L.C.
|
Delaware
|
SKG Music Nashville Inc.
|
Delaware
|
SKG Music Publishing L.L.C.
|
Delaware
|
SKG Productions L.L.C.
|
Louisiana
|
SKG Studios Canada Inc.
|
Canada
|
SN Digital LLC
|
Delaware
|
SNI/SI Networks L.L.C
|
Delaware
|
SnowGlobe LLC
|
Delaware
|
Soapmusic Company
|
Delaware
|
Social Project LLC
|
Delaware
|
Solar Service Company
|
Delaware
|
SongFair Inc.
|
Delaware
|
South Park Digital Studios LLC
|
Delaware
|
Spelling Daytime Songs Inc.
|
Delaware
|
Spelling Daytime Television Inc.
|
Delaware
|
Spelling Entertainment Group LLC
|
Delaware
|
Spelling Entertainment LLC
|
Delaware
|
Spelling Films Inc.
|
Delaware
|
Spelling Films Music Inc.
|
Delaware
|
Spelling Pictures Inc.
|
Delaware
|
Spelling Satellite Networks Inc.
|
California
|
Spelling Television (Canada) Inc.
|
Canada (Ontario)
|
Spelling Television Inc.
|
Delaware
|
Spelling Television Quebec Inc.
|
Canada (Federal)
|
Spike Cable Networks Inc.
|
Delaware
|
Spike Digital Entertainment LLC
|
Delaware
|
SportsLine.com, Inc.
|
Delaware
|
Springy Productions Pty. Limited
|
Australia
|
St. Francis Ltd.
|
Cayman Islands
|
St. Ives Company Ltd.
|
Cayman Islands
|
STAND IN, L.L.C.
|
Louisiana
|
Starfish Productions Inc.
|
Florida
|
Stargate Acquisition Corp. One
|
Delaware
|
Stat Crew Software, Inc.
|
Ohio
|
Stepdude Productions LLC
|
Louisiana
|
Stranglehold Productions, Inc.
|
California
|
Streak Productions Inc.
|
Canada (Ontario)
|
Stuart Street, LLC
|
California
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Study Hall Films Inc.
|
Delaware
|
Sunday Best, LLC
|
Louisiana
|
Sunset Beach Productions, Inc.
|
Delaware
|
Super! Broadcast S.r.l.
|
Italy
|
Superstar Productions USA Inc.
|
Delaware
|
SURRENDER, LLC
|
California
|
Survivor Productions, LLC
|
Delaware
|
Swift Justice Productions Inc.
|
Delaware
|
T&R Payroll Company
|
Delaware
|
Talent Court Productions, Inc.
|
Delaware
|
TAM 3, LLC
|
California
|
TATB, LLC
|
California
|
Taylor Forge Memphis, Inc.
|
Delaware
|
TB Productions Inc.
|
Canada (Ontario)
|
TDI Worldwide Investments Inc.
|
Delaware
|
Television & Telecasters (Properties) Pty Limited
|
Australia
|
Televisión Federal S.A.
|
Argentina
|
Television Station KTXA Inc.
|
Virginia
|
Television Station WTCN LLC
|
Delaware
|
Tele-Vu Ltee.
|
Canada (Federal)
|
Ten Employee Share Purchase Plans Pty Limited
|
Australia
|
Ten Network Holdings Pty Limited
|
Australia
|
Ten Online Pty Limited
|
Australia
|
Ten Ventures Pty Limited
|
Australia
|
Tentpole Productions, LLC
|
California
|
TEVEFE COMERCIALIZACIÓN S.A.
|
Argentina
|
TG Film, LLC
|
California
|
The Box Holland B.V.
|
Netherlands
|
The Box Italy LLC
|
Delaware
|
The Box Worldwide LLC
|
Delaware
|
The CW Television Stations Inc.
|
Delaware
|
The Gramps Company Inc.
|
Delaware
|
The Late Show Inc.
|
Delaware
|
The Love Sickness, LLC
|
California
|
The MTVi Group, Inc.
|
Delaware
|
The Paramount UK Partnership
|
United Kingdom
|
The Ten Group Pty Limited
|
Australia
|
Thespians, LLC
|
California
|
They Productions Inc.
|
Delaware
|
Things of the Wild Songs Inc.
|
Delaware
|
Thinner Productions, Inc.
|
Delaware
|
Third Century Company
|
Delaware
|
Thirteenth Century Corporation
|
Delaware
|
Thirtieth Century Corporation
|
Delaware
|
Thunder, Inc.
|
Delaware
|
Timber Purchase Company
|
Florida
|
Timeline Films Inc.
|
Canada
|
TMI International B.V.
|
Netherlands
|
Subsidiary Name
|
Place of Incorporation or Organization
|
TNN Classic Sessions, Inc.
|
Delaware
|
TNN Productions, Inc.
|
Delaware
|
Toe-to-Toe Productions Inc.
|
Delaware
|
Torand Payroll Company
|
Delaware
|
Torand Productions Inc.
|
Delaware
|
Total Warehouse Services Corporation
|
Delaware
|
Trans-American Resources, Inc.
|
Delaware
|
TSM Services Inc.
|
Delaware
|
TSM, LLC
|
California
|
Tube Mill, Inc.
|
Alabama
|
Tunes by Nickelodeon Inc.
|
Delaware
|
Turnip Productions LLC
|
Delaware
|
TV Guide Online Holdings LLC
|
Delaware
|
TV Scoop Inc.
|
Delaware
|
Twofer, LLC
|
California
|
UE Site Acquisition LLC
|
Delaware
|
Ultra Productions Inc.
|
Canada (Ontario)
|
Untitled Productions II LLC
|
Delaware
|
Untitled Science LLC
|
Delaware
|
UPN (general partnership)
|
Delaware
|
UPN Holding Company, Inc.
|
California
|
UPN Properties, Inc.
|
California
|
Uptown Productions Inc.
|
Delaware
|
Ureal Productions Inc.
|
Delaware
|
URGE PrePaid Cards Inc.
|
Virginia
|
VBC Pilot Productions Inc.
|
Canada (B.C.)
|
VDS, LLC
|
California
|
VE Development Company
|
Delaware
|
VE Drive Inc.
|
Delaware
|
VE Television Inc.
|
Delaware
|
VGS Management Services Inc.
|
Delaware
|
VI Services Corporation
|
Delaware
|
Viacom (Deutschland) Beteiligungen GmbH
|
Germany
|
Viacom Alto Finance C.V.
|
Netherlands
|
Viacom Alto Overseas C.V.
|
Netherlands
|
Viacom Animation of Korea Inc.
|
Delaware
|
Viacom Asia (Beijing) Advertising and Media Co. Ltd.
|
China
|
Viacom Asia Inc.
|
Delaware
|
Viacom ATV Inc.
|
Delaware
|
Viacom August Songs Inc.
|
Delaware
|
Viacom Blue Sky Inc.
|
Delaware
|
Viacom Brand Solutions Limited
|
United Kingdom
|
Viacom Caledonia LP
|
United Kingdom
|
Viacom Camden Lock Inc.
|
Delaware
|
Viacom Camden Lock Limited
|
United Kingdom
|
Viacom Canadian Productions Holdings Inc.
|
Canada
|
Viacom Capital LLC
|
Delaware
|
Viacom Digital Studios LLC
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Viacom Domains Limited
|
Canada
|
Viacom Finance B.V.
|
Netherlands
|
Viacom Galaxy Tunes Inc.
|
Delaware
|
Viacom Genesis Music Inc.
|
Delaware
|
Viacom Global Limited
|
United Kingdom
|
Viacom Global Services Inc.
|
Delaware
|
Viacom Hearty Ha!Ha! LLC
|
Delaware
|
Viacom Holdings Germany LLC
|
Delaware
|
Viacom Holdings Italia S.r.l.
|
Italy
|
Viacom Interactive Limited
|
United Kingdom
|
Viacom International Administration Inc.
|
Delaware
|
Viacom International Film Finance Holdings Limited
|
Jersey
|
Viacom International Film Finance Limited
|
Jersey
|
Viacom International Hungary Kft.
|
Hungary
|
Viacom International Inc.
|
Delaware
|
Viacom International Inc. Political Action Committee Corporation
|
New York
|
Viacom International Media Networks (Malaysia) Sdn. Bhd.
|
Malaysia
|
Viacom International Media Networks Africa (Pty) Limited
|
South Africa
|
Viacom International Media Networks España, S.L.
|
Spain
|
Viacom International Media Networks Italia S.r.l.
|
Italy
|
Viacom International Media Networks Middle East FZ-LLC
|
United Arab Emirates
|
Viacom International Media Networks Nigeria Limited
|
Nigeria
|
Viacom International Media Networks U.K. Limited
|
United Kingdom
|
Viacom International Services Inc.
|
Delaware
|
Viacom International Studios Inc.
|
Delaware
|
Viacom Limited
|
New Zealand
|
Viacom Limited
|
United Kingdom
|
Viacom Media Argentina S.A.
|
Argentina
|
Viacom Music Touring Inc.
|
Delaware
|
Viacom Netherlands Coöperatief U.A.
|
Netherlands
|
Viacom Netherlands Management LLC
|
Delaware
|
Viacom Networks Brasil Programacao Televisiva E Publicidade Ltda.
|
Brazil
|
Viacom Networks Europe Inc.
|
Delaware
|
Viacom Networks Italia Limited
|
United Kingdom
|
Viacom Networks Japan G.K
|
Japan
|
Viacom Networks Japan K.K.
|
Japan
|
Viacom Notes Inc.
|
Delaware
|
Viacom Origins Inc.
|
Delaware
|
Viacom Overseas Holdings C.V.
|
Netherlands
|
Viacom Realty Corporation
|
Delaware
|
Viacom RMP International LLC
|
Delaware
|
Viacom RMP LLC
|
Delaware
|
Viacom SG Inc.
|
Delaware
|
Viacom Songs Inc.
|
Delaware
|
Viacom Special Events LLC
|
Delaware
|
Viacom Sterling Finance C.V.
|
Netherlands
|
Viacom Subsidiary Management Corp.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Viacom Telecommunications LLC
|
Delaware
|
Viacom Theater Inc.
|
Delaware
|
Viacom TN Inc.
|
Delaware
|
Viacom Treasury (UK) Limited
|
United Kingdom
|
Viacom Tunes Inc.
|
Delaware
|
Viacom TV Investco Inc.
|
Delaware
|
Viacom Ventures B.V.
|
Netherlands
|
Viacom Ventures Inc.
|
Delaware
|
ViacomCBS Integration Holdings LLC
|
Delaware
|
VidCon International LLC
|
Montana
|
VidCon LLC
|
Delaware
|
VIMN Advertising and Brand Solutions S.r.l.
|
Italy
|
VIMN Argentina Limited
|
United Kingdom
|
VIMN Australia Pty Limited
|
Australia
|
VIMN Belgium BvbA
|
Belgium
|
VIMN Brasil Participações Ltda.
|
Brazil
|
VIMN CP Services (UK) Limited
|
United Kingdom
|
VIMN CP Services, ULC
|
Canada
|
VIMN CP Serviços (Brasil) Ltda.
|
Brazil
|
VIMN Finance Holding (UK) Ltd
|
United Kingdom
|
VIMN Finance Jersey Limited
|
Jersey
|
VIMN Germany GmbH
|
Germany
|
VIMN Netherlands B.V.
|
Netherlands
|
VIMN Netherlands Holding B.V.
|
Netherlands
|
VIMN Nordic AB
|
Sweden
|
VIMN Poland sp. z o.o.
|
Poland
|
VIMN Polska B.V.
|
Netherlands
|
VIMN Russia C.V.
|
Netherlands
|
VIMN Singapore Pte. Ltd.
|
Singapore
|
VIMN Switzerland AG
|
Switzerland
|
Viper Productions Inc.
|
Canada (B.C.)
|
VISI Services Inc.
|
Delaware
|
Visions Productions, Inc.
|
New York
|
VIVA Media GmbH
|
Germany
|
VJK Inc.
|
Delaware
|
VMN Digital Inc.
|
Delaware
|
VMN Noord LLC
|
Delaware
|
VNM Inc.
|
Delaware
|
VP Direct Inc.
|
Delaware
|
VP Programs Inc.
|
California
|
VPix Inc.
|
Delaware
|
VSC Compositions LLC
|
New York
|
VSC Music LLC
|
New York
|
Waste Resource Energy, Inc.
|
Delaware
|
WBCE Corp.
|
New York
|
WCC FSC I, Inc.
|
Delaware
|
WCC Project Corp.
|
Delaware
|
Westgate Pictures Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Westinghouse Aircraft Leasing Inc.
|
Delaware
|
Westinghouse Asia Pacific Limited
|
Hong Kong
|
Westinghouse Asset Management Inc.
|
Delaware
|
Westinghouse Canada Holdings L.L.C.
|
Delaware
|
Westinghouse CBS Holding Company, Inc.
|
Delaware
|
Westinghouse Electric (Ningbo) Company, Ltd.
|
China
|
Westinghouse Electric Corporation
|
Delaware
|
Westinghouse Environmental Management Company of Ohio, Inc.
|
Delaware
|
Westinghouse Hanford Company
|
Delaware
|
Westinghouse Holdings Corporation
|
Delaware
|
Westinghouse Idaho Nuclear Company, Inc.
|
Delaware
|
Westinghouse International Holding UK Limited
|
United Kingdom
|
Westinghouse Investment Corporation
|
Delaware
|
Westinghouse Licensing Corporation
|
Pennsylvania
|
Westinghouse Reinvestment Company, L.L.C.
|
Delaware
|
Westinghouse World Investment Corporation
|
Delaware
|
White Mountain Productions Limited
|
United Kingdom
|
WhoSay, Inc.
|
Delaware
|
Wildness, LLC
|
California
|
Wilshire Court Productions LLC
|
Delaware
|
Wilshire Entertainment Inc.
|
Delaware
|
Wilshire/Hauser Company
|
Delaware
|
Woburn Insurance Ltd.
|
Bermuda
|
Wordsmith, LLC
|
California
|
World Sports Enterprises
|
Tennessee
|
World Volleyball League, Inc.
|
New York
|
Worldvision Enterprises (France) SARL
|
France
|
Worldvision Enterprises (United Kingdom) Ltd.
|
New York
|
Worldvision Enterprises de Venezuela
|
Venezuela
|
Worldvision Enterprises Latino-Americana, S.A.
|
Panama
|
Worldvision Enterprises LLC
|
New York
|
Worldvision Enterprises of Canada, Limited
|
New York
|
Worldvision Filmes do Brasil, Ltda.
|
Brazil
|
Worldvision Home Video LLC
|
New York
|
Worldwide Productions, Inc.
|
Delaware
|
WPIC Corporation
|
Delaware
|
WT Animal Music Inc.
|
Delaware
|
WT Productions Inc.
|
Delaware
|
Wuthering Heights, CA Productions Inc.
|
Delaware
|
WVI Films B.V.
|
Netherlands
|
Yellams
|
Cayman Islands
|
Yellowstone Finance LLC
|
Delaware
|
York Resource Energy Systems, Inc.
|
Delaware
|
Young Reader’s Press, Inc.
|
Delaware
|
YP Productions Inc.
|
Canada (Ontario)
|
Zarina 99 Vermogensverwaltungs GmbH
|
Germany
|
ZDE, LLC
|
California
|
Zoo Films LLC
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Zukor LLC
|
Delaware
|
/s/ PRICEWATERHOUSECOOPERS LLP
|
|
New York, New York
|
|
February 20, 2020
|
|
|
Sign:
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/s/ Candace K. Beinecke
|
|
|
Print Name: Candace K. Beinecke
|
|
Sign:
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/s/ Barbara M. Byrne
|
|
|
Print Name: Barbara M. Byrne
|
|
Sign:
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/s/ Brian Goldner
|
|
|
Print Name: Brian Goldner
|
|
Sign:
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/s/ Linda Griego
|
|
|
Print Name: Linda Griego
|
|
Sign:
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/s/ Robert N. Klieger
|
|
|
Print Name: Robert N. Klieger
|
|
Sign:
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/s/ Judith McHale
|
|
|
Print Name: Judith McHale
|
|
Sign:
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/s/ Ronald L. Nelson
|
|
|
Print Name: Ronald L. Nelson
|
|
Sign:
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/s/ Charles E. Phillips, Jr.
|
|
|
Print Name: Charles E. Phillips, Jr.
|
|
Sign:
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/s/ Shari Redstone
|
|
|
Print Name: Shari Redstone
|
|
Sign:
|
/s/ Susan Schuman
|
|
|
Print Name: Susan Schuman
|
|
Sign:
|
/s/ Nicole Seligman
|
|
|
Print Name: Nicole Seligman
|
|
Sign:
|
/s/ Frederick O. Terrell
|
|
|
Print Name: Frederick O. Terrell
|
1.
|
I have reviewed this annual report on Form 10-K of ViacomCBS Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Robert M. Bakish
|
|
Robert M. Bakish
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of ViacomCBS Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Christina Spade
|
|
Christina Spade
|
|
Executive Vice President, Chief Financial Officer
|
/s/ Robert M. Bakish
|
|
Robert M. Bakish
|
|
February 20, 2020
|
|
/s/ Christina Spade
|
|
Christina Spade
|
|
February 20, 2020
|
|