|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
04-2949533
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
||
|
|
|
|
|
1515 Broadway
|
New York,
|
New York
|
|
10036
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Trading Symbols
|
|
Name of each exchange on which registered
|
||||
Class A Common Stock, $0.001 par value
|
|
|
VIACA
|
|
|
|
The Nasdaq Stock Market LLC
|
|
Class B Common Stock, $0.001 par value
|
|
|
VIAC
|
|
|
|
The Nasdaq Stock Market LLC
|
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
|
|
Page
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
|
|
|
Item 1.
|
Financial Statements.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues
|
$
|
6,275
|
|
|
$
|
7,143
|
|
|
$
|
12,944
|
|
|
$
|
14,243
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating
|
3,485
|
|
|
4,210
|
|
|
7,550
|
|
|
8,458
|
|
||||
Selling, general and administrative
|
1,222
|
|
|
1,371
|
|
|
2,563
|
|
|
2,684
|
|
||||
Depreciation and amortization
|
124
|
|
|
109
|
|
|
237
|
|
|
215
|
|
||||
Restructuring and other corporate matters
|
158
|
|
|
7
|
|
|
391
|
|
|
185
|
|
||||
Total costs and expenses
|
4,989
|
|
|
5,697
|
|
|
10,741
|
|
|
11,542
|
|
||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
549
|
|
||||
Operating income
|
1,286
|
|
|
1,446
|
|
|
2,203
|
|
|
3,250
|
|
||||
Interest expense
|
(263
|
)
|
|
(237
|
)
|
|
(504
|
)
|
|
(477
|
)
|
||||
Interest income
|
11
|
|
|
15
|
|
|
25
|
|
|
34
|
|
||||
Loss on extinguishment of debt
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
||||
Other items, net
|
6
|
|
|
15
|
|
|
(27
|
)
|
|
25
|
|
||||
Earnings from continuing operations before income taxes and
equity in loss of investee companies
|
937
|
|
|
1,239
|
|
|
1,594
|
|
|
2,832
|
|
||||
(Provision) benefit for income taxes
|
(202
|
)
|
|
(241
|
)
|
|
(339
|
)
|
|
135
|
|
||||
Equity in loss of investee companies, net of tax
|
(12
|
)
|
|
(21
|
)
|
|
(21
|
)
|
|
(39
|
)
|
||||
Net earnings from continuing operations
|
723
|
|
|
977
|
|
|
1,234
|
|
|
2,928
|
|
||||
Net earnings from discontinued operations, net of tax
|
3
|
|
|
6
|
|
|
11
|
|
|
19
|
|
||||
Net earnings (ViacomCBS and noncontrolling interests)
|
726
|
|
|
983
|
|
|
1,245
|
|
|
2,947
|
|
||||
Net earnings attributable to noncontrolling interests
|
(245
|
)
|
|
(6
|
)
|
|
(248
|
)
|
|
(11
|
)
|
||||
Net earnings attributable to ViacomCBS
|
$
|
481
|
|
|
$
|
977
|
|
|
$
|
997
|
|
|
$
|
2,936
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts attributable to ViacomCBS:
|
|
|
|
|
|
|
|
||||||||
Net earnings from continuing operations
|
$
|
478
|
|
|
$
|
971
|
|
|
$
|
986
|
|
|
$
|
2,917
|
|
Net earnings from discontinued operations, net of tax
|
3
|
|
|
6
|
|
|
11
|
|
|
19
|
|
||||
Net earnings attributable to ViacomCBS
|
$
|
481
|
|
|
$
|
977
|
|
|
$
|
997
|
|
|
$
|
2,936
|
|
|
|
|
|
|
|
|
|
||||||||
Basic net earnings per common share attributable to ViacomCBS:
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
.78
|
|
|
$
|
1.58
|
|
|
$
|
1.60
|
|
|
$
|
4.74
|
|
Net earnings from discontinued operations
|
$
|
—
|
|
|
$
|
.01
|
|
|
$
|
.02
|
|
|
$
|
.03
|
|
Net earnings
|
$
|
.78
|
|
|
$
|
1.59
|
|
|
$
|
1.62
|
|
|
$
|
4.77
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted net earnings per common share attributable to ViacomCBS:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings from continuing operations
|
$
|
.77
|
|
|
$
|
1.57
|
|
|
$
|
1.60
|
|
|
$
|
4.73
|
|
Net earnings from discontinued operations
|
$
|
—
|
|
|
$
|
.01
|
|
|
$
|
.02
|
|
|
$
|
.03
|
|
Net earnings
|
$
|
.78
|
|
|
$
|
1.58
|
|
|
$
|
1.62
|
|
|
$
|
4.76
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
615
|
|
|
615
|
|
|
615
|
|
|
615
|
|
||||
Diluted
|
617
|
|
|
617
|
|
|
617
|
|
|
617
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net earnings (ViacomCBS and noncontrolling interests)
|
$
|
726
|
|
|
$
|
983
|
|
|
$
|
1,245
|
|
|
$
|
2,947
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Cumulative translation adjustments
|
37
|
|
|
(8
|
)
|
|
(67
|
)
|
|
8
|
|
||||
Net actuarial loss and prior service costs
|
18
|
|
|
15
|
|
|
35
|
|
|
29
|
|
||||
Other comprehensive income (loss), net of tax
(ViacomCBS and noncontrolling interests)
|
55
|
|
|
7
|
|
|
(32
|
)
|
|
37
|
|
||||
Comprehensive income
|
781
|
|
|
990
|
|
|
1,213
|
|
|
2,984
|
|
||||
Less: Comprehensive income attributable to noncontrolling
interests
|
245
|
|
|
5
|
|
|
245
|
|
|
13
|
|
||||
Comprehensive income attributable to ViacomCBS
|
$
|
536
|
|
|
$
|
985
|
|
|
$
|
968
|
|
|
$
|
2,971
|
|
|
At
|
|
At
|
||||||||
|
June 30, 2020
|
|
December 31, 2019
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,288
|
|
|
|
|
$
|
632
|
|
|
Receivables, net
|
|
7,139
|
|
|
|
|
7,206
|
|
|
||
Programming and other inventory
|
|
1,837
|
|
|
|
|
2,876
|
|
|
||
Prepaid and other current assets
|
|
1,175
|
|
|
|
|
1,188
|
|
|
||
Total current assets
|
|
12,439
|
|
|
|
|
11,902
|
|
|
||
Property and equipment, net
|
|
1,995
|
|
|
|
|
2,085
|
|
|
||
Programming and other inventory
|
|
9,728
|
|
|
|
|
8,652
|
|
|
||
Goodwill
|
|
17,077
|
|
|
|
|
16,980
|
|
|
||
Intangible assets, net
|
|
2,948
|
|
|
|
|
2,993
|
|
|
||
Operating lease assets
|
|
1,841
|
|
|
|
|
1,939
|
|
|
||
Deferred income tax assets, net
|
|
919
|
|
|
|
|
939
|
|
|
||
Other assets
|
|
4,212
|
|
|
|
|
4,006
|
|
|
||
Assets held for sale
|
|
29
|
|
|
|
|
23
|
|
|
||
Total Assets
|
|
$
|
51,188
|
|
|
|
|
$
|
49,519
|
|
|
|
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
422
|
|
|
|
|
$
|
667
|
|
|
Accrued expenses
|
|
1,553
|
|
|
|
|
1,760
|
|
|
||
Participants’ share and royalties payable
|
|
2,090
|
|
|
|
|
1,977
|
|
|
||
Accrued programming and production costs
|
|
1,189
|
|
|
|
|
1,500
|
|
|
||
Deferred revenues
|
|
695
|
|
|
|
|
739
|
|
|
||
Debt
|
|
364
|
|
|
|
|
717
|
|
|
||
Other current liabilities
|
|
1,672
|
|
|
|
|
1,688
|
|
|
||
Total current liabilities
|
|
7,985
|
|
|
|
|
9,048
|
|
|
||
Long-term debt
|
|
19,704
|
|
|
|
|
18,002
|
|
|
||
Participants’ share and royalties payable
|
|
1,485
|
|
|
|
|
1,546
|
|
|
||
Pension and postretirement benefit obligations
|
|
2,070
|
|
|
|
|
2,121
|
|
|
||
Deferred income tax liabilities, net
|
|
708
|
|
|
|
|
500
|
|
|
||
Operating lease liabilities
|
|
1,816
|
|
|
|
|
1,909
|
|
|
||
Program rights obligations
|
|
252
|
|
|
|
|
356
|
|
|
||
Other liabilities
|
|
2,344
|
|
|
|
|
2,494
|
|
|
||
Redeemable noncontrolling interest
|
|
274
|
|
|
|
|
254
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
ViacomCBS stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
||
Class A Common Stock, par value $.001 per share; 55 shares authorized;
52 (2020 and 2019) shares issued
|
|
—
|
|
|
|
|
—
|
|
|
||
Class B Common Stock, par value $.001 per share; 5,000 shares authorized;
1,066 (2020) and 1,064 (2019) shares issued
|
|
1
|
|
|
|
|
1
|
|
|
||
Additional paid-in capital
|
|
29,680
|
|
|
|
|
29,590
|
|
|
||
Treasury stock, at cost; 502 (2020) and 501 (2019) Class B shares
|
|
(22,958
|
)
|
|
|
|
(22,908
|
)
|
|
||
Retained earnings
|
|
9,150
|
|
|
|
|
8,494
|
|
|
||
Accumulated other comprehensive loss
|
|
(1,999
|
)
|
|
|
|
(1,970
|
)
|
|
||
Total ViacomCBS stockholders’ equity
|
|
13,874
|
|
|
|
|
13,207
|
|
|
||
Noncontrolling interests
|
|
676
|
|
|
|
|
82
|
|
|
||
Total Equity
|
|
14,550
|
|
|
|
|
13,289
|
|
|
||
Total Liabilities and Equity
|
|
$
|
51,188
|
|
|
|
|
$
|
49,519
|
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2020
|
|
2019
|
||||
Operating Activities:
|
|
|
|
||||
Net earnings (ViacomCBS and noncontrolling interests)
|
$
|
1,245
|
|
|
$
|
2,947
|
|
Less: Net earnings from discontinued operations, net of tax
|
11
|
|
|
19
|
|
||
Net earnings from continuing operations
|
1,234
|
|
|
2,928
|
|
||
Adjustments to reconcile net earnings from continuing operations to net cash flow provided
by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
237
|
|
|
215
|
|
||
Deferred tax provision (benefit)
|
224
|
|
|
(535
|
)
|
||
Stock-based compensation
|
145
|
|
|
106
|
|
||
Gain on sale of assets
|
—
|
|
|
(549
|
)
|
||
Gains from investments
|
(32
|
)
|
|
(77
|
)
|
||
Loss on extinguishment of debt
|
103
|
|
|
—
|
|
||
Equity in loss of investee companies, net of tax and distributions
|
22
|
|
|
41
|
|
||
Change in assets and liabilities
|
(782
|
)
|
|
(940
|
)
|
||
Net cash flow provided by operating activities
|
1,151
|
|
|
1,189
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Investments
|
(60
|
)
|
|
(132
|
)
|
||
Capital expenditures
|
(132
|
)
|
|
(142
|
)
|
||
Acquisitions, net of cash acquired
|
(141
|
)
|
|
(361
|
)
|
||
Proceeds from dispositions
|
146
|
|
|
751
|
|
||
Other investing activities
|
—
|
|
|
4
|
|
||
Net cash flow (used for) provided by investing activities
|
(187
|
)
|
|
120
|
|
||
Financing Activities:
|
|
|
|
|
|
||
Repayments of short-term debt borrowings, net
|
(698
|
)
|
|
(674
|
)
|
||
Proceeds from issuance of senior notes
|
4,370
|
|
|
493
|
|
||
Repayment of notes and debentures
|
(2,535
|
)
|
|
(600
|
)
|
||
Dividends
|
(301
|
)
|
|
(299
|
)
|
||
Purchase of Company common stock
|
(58
|
)
|
|
(14
|
)
|
||
Payment of payroll taxes in lieu of issuing shares for stock-based compensation
|
(59
|
)
|
|
(52
|
)
|
||
Other financing activities
|
(70
|
)
|
|
(81
|
)
|
||
Net cash flow provided by (used for) financing activities
|
649
|
|
|
(1,227
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(17
|
)
|
|
2
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
1,596
|
|
|
84
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
(includes $202 (2020) and $120 (2019) of restricted cash)
|
834
|
|
|
976
|
|
||
Cash, cash equivalents and restricted cash at end of period
(includes $142 (2020) and $122 (2019) of restricted cash)
|
$
|
2,430
|
|
|
$
|
1,060
|
|
|
Three Months Ended June 30, 2020
|
|||||||||||||||||||||||||||||||||||||||||
|
Class A and B Common Stock
|
Additional Paid-In Capital
|
Treasury
Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total ViacomCBS Stockholders’ Equity
|
|
Non-Controlling Interests
|
|
Total Equity
|
|||||||||||||||||||||||||||||
|
(Shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
March 31, 2020
|
615
|
|
|
$
|
1
|
|
|
$
|
29,633
|
|
|
$
|
(22,958
|
)
|
|
|
$
|
8,827
|
|
|
|
|
$
|
(2,054
|
)
|
|
|
|
$
|
13,449
|
|
|
|
|
$
|
72
|
|
|
|
$
|
13,521
|
|
Stock-based compensation
activity and other
|
1
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
47
|
|
|
|
|
—
|
|
|
|
47
|
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(150
|
)
|
|
|
|
—
|
|
|
|
|
(150
|
)
|
|
|
|
—
|
|
|
|
(150
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(8
|
)
|
|
|
|
—
|
|
|
|
|
(8
|
)
|
|
|
|
359
|
|
(a)
|
|
351
|
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
481
|
|
|
|
|
—
|
|
|
|
|
481
|
|
|
|
|
245
|
|
|
|
726
|
|
||||||||
Other comprehensive
income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
55
|
|
|
|
|
55
|
|
|
|
|
—
|
|
|
|
55
|
|
||||||||
June 30, 2020
|
616
|
|
|
$
|
1
|
|
|
$
|
29,680
|
|
|
$
|
(22,958
|
)
|
|
|
$
|
9,150
|
|
|
|
|
$
|
(1,999
|
)
|
|
|
|
$
|
13,874
|
|
|
|
|
$
|
676
|
|
|
|
$
|
14,550
|
|
|
Six Months Ended June 30, 2020
|
|||||||||||||||||||||||||||||||||||||||||
|
Class A and B Common Stock
|
Additional Paid-In Capital
|
Treasury
Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total ViacomCBS Stockholders’ Equity
|
|
Non-Controlling Interests
|
|
Total Equity
|
|||||||||||||||||||||||||||||
|
(Shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
December 31, 2019
|
615
|
|
|
$
|
1
|
|
|
$
|
29,590
|
|
|
$
|
(22,908
|
)
|
|
|
$
|
8,494
|
|
|
|
|
$
|
(1,970
|
)
|
|
|
|
$
|
13,207
|
|
|
|
|
$
|
82
|
|
|
|
$
|
13,289
|
|
Stock-based compensation
activity and other
|
2
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
90
|
|
|
|
|
—
|
|
|
|
90
|
|
||||||||
Class B Common Stock
purchased
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(50
|
)
|
|
|
|
—
|
|
|
|
(50
|
)
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(300
|
)
|
|
|
|
—
|
|
|
|
|
(300
|
)
|
|
|
|
—
|
|
|
|
(300
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(41
|
)
|
|
|
|
—
|
|
|
|
|
(41
|
)
|
|
|
|
349
|
|
(a)
|
|
308
|
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
997
|
|
|
|
|
—
|
|
|
|
|
997
|
|
|
|
|
248
|
|
|
|
1,245
|
|
||||||||
Other comprehensive
loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
(29
|
)
|
|
|
|
(29
|
)
|
|
|
|
(3
|
)
|
|
|
(32
|
)
|
||||||||
June 30, 2020
|
616
|
|
|
$
|
1
|
|
|
$
|
29,680
|
|
|
$
|
(22,958
|
)
|
|
|
$
|
9,150
|
|
|
|
|
$
|
(1,999
|
)
|
|
|
|
$
|
13,874
|
|
|
|
|
$
|
676
|
|
|
|
$
|
14,550
|
|
|
Three Months Ended June 30, 2019
|
|||||||||||||||||||||||||||||||||||||||||
|
Class A and B Common Stock
|
Additional Paid-In Capital
|
Treasury
Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total ViacomCBS Stockholders’ Equity
|
|
Non-Controlling Interests
|
|
Total Equity
|
|||||||||||||||||||||||||||||
|
(Shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
March 31, 2019
|
615
|
|
|
$
|
1
|
|
|
$
|
49,927
|
|
|
$
|
(43,412
|
)
|
|
|
$
|
7,594
|
|
|
|
|
$
|
(1,811
|
)
|
|
|
|
$
|
12,299
|
|
|
|
|
$
|
49
|
|
|
|
$
|
12,348
|
|
Stock-based compensation
activity and other
|
—
|
|
|
—
|
|
|
27
|
|
|
13
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
40
|
|
|
|
|
—
|
|
|
|
40
|
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(149
|
)
|
|
|
|
—
|
|
|
|
|
(149
|
)
|
|
|
|
—
|
|
|
|
(149
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
|
(4
|
)
|
|
|
|
—
|
|
|
|
|
(14
|
)
|
|
|
|
(11
|
)
|
|
|
(25
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
977
|
|
|
|
|
—
|
|
|
|
|
977
|
|
|
|
|
6
|
|
|
|
983
|
|
||||||||
Other comprehensive
income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|
|
|
(1
|
)
|
|
|
7
|
|
||||||||
June 30, 2019
|
615
|
|
|
$
|
1
|
|
|
$
|
49,944
|
|
|
$
|
(43,399
|
)
|
|
|
$
|
8,418
|
|
|
|
|
$
|
(1,803
|
)
|
|
|
|
$
|
13,161
|
|
|
|
|
$
|
43
|
|
|
|
$
|
13,204
|
|
|
Six Months Ended June 30, 2019
|
|||||||||||||||||||||||||||||||||||||||||
|
Class A and B Common Stock
|
Additional Paid-In Capital
|
Treasury
Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total ViacomCBS Stockholders’ Equity
|
|
Non-Controlling Interests
|
|
Total Equity
|
|||||||||||||||||||||||||||||
|
(Shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
December 31, 2018
|
613
|
|
|
$
|
1
|
|
|
$
|
49,907
|
|
|
$
|
(43,420
|
)
|
|
|
$
|
5,569
|
|
|
|
|
$
|
(1,608
|
)
|
|
|
|
$
|
10,449
|
|
|
|
|
$
|
54
|
|
|
|
$
|
10,503
|
|
Stock-based compensation
activity and other
|
2
|
|
|
—
|
|
|
47
|
|
|
21
|
|
|
|
(4
|
)
|
|
|
|
—
|
|
|
|
|
64
|
|
|
|
|
—
|
|
|
|
64
|
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(299
|
)
|
|
|
|
—
|
|
|
|
|
(299
|
)
|
|
|
|
—
|
|
|
|
(299
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
|
(14
|
)
|
|
|
|
—
|
|
|
|
|
(24
|
)
|
|
|
|
(24
|
)
|
|
|
(48
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2,936
|
|
|
|
|
—
|
|
|
|
|
2,936
|
|
|
|
|
11
|
|
|
|
2,947
|
|
||||||||
Reclassification of income
tax effect of the Tax
Reform Act
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
230
|
|
|
|
|
(230
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
||||||||
Other comprehensive
income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
35
|
|
|
|
|
35
|
|
|
|
|
2
|
|
|
|
37
|
|
||||||||
June 30, 2019
|
615
|
|
|
$
|
1
|
|
|
$
|
49,944
|
|
|
$
|
(43,399
|
)
|
|
|
$
|
8,418
|
|
|
|
|
$
|
(1,803
|
)
|
|
|
|
$
|
13,161
|
|
|
|
|
$
|
43
|
|
|
|
$
|
13,204
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
(in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Weighted average shares for basic EPS
|
615
|
|
|
615
|
|
|
615
|
|
|
615
|
|
Dilutive effect of shares issuable under stock-based
compensation plans
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Weighted average shares for diluted EPS
|
617
|
|
|
617
|
|
|
617
|
|
|
617
|
|
Assets
|
|
|
|
||
Cash
|
|
$
|
32
|
|
|
Accounts receivable and other current assets
|
|
19
|
|
|
|
Programming inventory
|
|
536
|
|
|
|
Goodwill
|
|
99
|
|
|
|
Intangible assets
|
|
12
|
|
|
|
Other assets (noncurrent)
|
|
7
|
|
|
|
Assets acquired
|
|
$
|
705
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
||
Accounts payable and accrued expenses
|
|
$
|
13
|
|
|
Participants’ share and royalties payable (current)
|
|
16
|
|
|
|
Deferred revenues
|
|
10
|
|
|
|
Participants’ share and royalties payable (noncurrent)
|
|
20
|
|
|
|
Debt
|
|
105
|
|
|
|
Other liabilities (noncurrent)
|
|
28
|
|
|
|
Liabilities assumed
|
|
192
|
|
|
|
Noncontrolling interests
|
|
363
|
|
|
|
Total purchase price
|
|
$
|
150
|
|
|
|
At
|
||||
|
June 30, 2020
|
||||
Film Group Monetization:
|
|
|
|
||
Acquired television program rights, including prepaid sports rights
|
|
$
|
3,345
|
|
|
Internally produced television programming:
|
|
|
|
||
Released
|
|
3,104
|
|
|
|
In process and other
|
|
832
|
|
|
|
|
|
|
|
||
Individual Monetization:
|
|
|
|
||
Acquired libraries
|
|
501
|
|
|
|
Film inventory:
|
|
|
|
||
Released
|
|
429
|
|
|
|
Completed, not yet released
|
|
81
|
|
|
|
In process and other
|
|
1,258
|
|
|
|
Internally produced television programming:
|
|
|
|
||
Released
|
|
1,202
|
|
|
|
In process and other
|
|
718
|
|
|
|
Home entertainment and Publishing, primarily finished goods
|
|
95
|
|
|
|
Total programming and other inventory
|
|
11,565
|
|
|
|
Less current portion
|
|
1,837
|
|
|
|
Total noncurrent programming and other inventory
|
|
$
|
9,728
|
|
|
|
At
|
||||
|
December 31, 2019
|
||||
Acquired television program rights, including prepaid sports rights
|
|
$
|
3,477
|
|
|
Acquired libraries
|
|
99
|
|
|
|
Internally produced television programming:
|
|
|
|
||
Released
|
|
3,627
|
|
|
|
In process and other
|
|
2,626
|
|
|
|
Film inventory:
|
|
|
|
||
Released
|
|
502
|
|
|
|
Completed, not yet released
|
|
55
|
|
|
|
In process and other
|
|
1,037
|
|
|
|
Home entertainment and Publishing, primarily finished goods
|
|
105
|
|
|
|
Total programming and other inventory
|
|
11,528
|
|
|
|
Less current portion
|
|
2,876
|
|
|
|
Total noncurrent programming and other inventory
|
|
$
|
8,652
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30, 2020
|
|
June 30, 2020
|
||||||||
Programming costs, acquired programming
|
|
$
|
713
|
|
|
|
|
$
|
1,686
|
|
|
|
|
|
|
|
|
|
|
||||
Production costs, internally produced television and film programming:
|
|
|
|
|
|
|
|
||||
Individual monetization
|
|
$
|
753
|
|
|
|
|
$
|
1,523
|
|
|
Film group monetization
|
|
$
|
731
|
|
|
|
|
$
|
1,420
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Severance
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
304
|
|
|
$
|
98
|
|
Exit costs
|
6
|
|
|
—
|
|
|
32
|
|
|
30
|
|
||||
Restructuring charges
|
134
|
|
|
—
|
|
|
336
|
|
|
128
|
|
||||
Merger-related costs
|
10
|
|
|
—
|
|
|
41
|
|
|
—
|
|
||||
Other corporate matters
|
14
|
|
|
7
|
|
|
14
|
|
|
57
|
|
||||
Restructuring and other corporate matters
|
$
|
158
|
|
|
$
|
7
|
|
|
$
|
391
|
|
|
$
|
185
|
|
|
|
|
|
|
|
|
|
||||||||
Impairment charges
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation of abandoned technology
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
Balance at
|
|
2020 Activity
|
|
Balance at
|
||||||||||||||||||||
|
December 31, 2019
|
|
Charges (a)
|
|
Payments
|
|
Other
|
|
June 30, 2020
|
||||||||||||||||
TV Entertainment
|
|
$
|
99
|
|
|
|
$
|
75
|
|
|
|
$
|
(41
|
)
|
|
|
$
|
—
|
|
|
|
$
|
133
|
|
|
Cable Networks
|
|
137
|
|
|
|
135
|
|
|
|
(85
|
)
|
|
|
(6
|
)
|
|
|
181
|
|
|
|||||
Filmed Entertainment
|
|
17
|
|
|
|
11
|
|
|
|
(5
|
)
|
|
|
2
|
|
|
|
25
|
|
|
|||||
Publishing
|
|
4
|
|
|
|
2
|
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
3
|
|
|
|||||
Corporate
|
|
143
|
|
|
|
67
|
|
|
|
(80
|
)
|
|
|
(9
|
)
|
|
|
121
|
|
|
|||||
Total
|
|
$
|
400
|
|
|
|
$
|
290
|
|
|
|
$
|
(213
|
)
|
|
|
$
|
(14
|
)
|
|
|
$
|
463
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues
|
$
|
24
|
|
|
$
|
54
|
|
|
$
|
76
|
|
|
$
|
109
|
|
Operating expenses
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
At
|
|
At
|
||||||||
|
June 30, 2020
|
|
December 31, 2019
|
||||||||
Amounts due to/from other related parties
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
33
|
|
|
|
|
$
|
45
|
|
|
Accounts payable
|
|
$
|
2
|
|
|
|
|
$
|
3
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues by Type:
|
|
|
|
|
|
|
|
||||||||
Advertising
|
$
|
1,934
|
|
|
$
|
2,645
|
|
|
$
|
4,418
|
|
|
$
|
5,711
|
|
Affiliate
|
2,194
|
|
|
2,155
|
|
|
4,391
|
|
|
4,320
|
|
||||
Content licensing
|
1,902
|
|
|
1,909
|
|
|
3,496
|
|
|
3,374
|
|
||||
Theatrical
|
3
|
|
|
152
|
|
|
170
|
|
|
324
|
|
||||
Publishing
|
200
|
|
|
218
|
|
|
370
|
|
|
382
|
|
||||
Other
|
42
|
|
|
64
|
|
|
99
|
|
|
132
|
|
||||
Total Revenues
|
$
|
6,275
|
|
|
$
|
7,143
|
|
|
$
|
12,944
|
|
|
$
|
14,243
|
|
|
At
|
|
At
|
||||||||
|
June 30, 2020
|
|
December 31, 2019
|
||||||||
Commercial paper
|
|
$
|
—
|
|
|
|
|
$
|
699
|
|
|
4.30% Senior Notes due 2021
|
|
—
|
|
|
|
|
300
|
|
|
||
4.50% Senior Notes due 2021
|
|
—
|
|
|
|
|
499
|
|
|
||
3.875% Senior Notes due 2021
|
|
339
|
|
|
|
|
597
|
|
|
||
2.250% Senior Notes due 2022
|
|
35
|
|
|
|
|
49
|
|
|
||
3.375% Senior Notes due 2022
|
|
415
|
|
|
|
|
698
|
|
|
||
3.125% Senior Notes due 2022
|
|
117
|
|
|
|
|
194
|
|
|
||
2.50% Senior Notes due 2023
|
|
196
|
|
|
|
|
398
|
|
|
||
3.25% Senior Notes due 2023
|
|
141
|
|
|
|
|
181
|
|
|
||
2.90% Senior Notes due 2023
|
|
242
|
|
|
|
|
396
|
|
|
||
4.25% Senior Notes due 2023
|
|
836
|
|
|
|
|
1,242
|
|
|
||
7.875% Debentures due 2023
|
|
139
|
|
|
|
|
187
|
|
|
||
7.125% Senior Notes due 2023
|
|
35
|
|
|
|
|
46
|
|
|
||
3.875% Senior Notes due 2024
|
|
490
|
|
|
|
|
489
|
|
|
||
3.70% Senior Notes due 2024
|
|
598
|
|
|
|
|
598
|
|
|
||
3.50% Senior Notes due 2025
|
|
593
|
|
|
|
|
592
|
|
|
||
4.75% Senior Notes due 2025
|
|
1,238
|
|
|
|
|
—
|
|
|
||
4.00% Senior Notes due 2026
|
|
790
|
|
|
|
|
789
|
|
|
||
3.45% Senior Notes due 2026
|
|
123
|
|
|
|
|
123
|
|
|
||
2.90% Senior Notes due 2027
|
|
689
|
|
|
|
|
688
|
|
|
||
3.375% Senior Notes due 2028
|
|
494
|
|
|
|
|
494
|
|
|
||
3.70% Senior Notes due 2028
|
|
491
|
|
|
|
|
491
|
|
|
||
4.20% Senior Notes due 2029
|
|
493
|
|
|
|
|
493
|
|
|
||
7.875% Senior Debentures due 2030
|
|
831
|
|
|
|
|
831
|
|
|
||
4.95% Senior Notes due 2031
|
|
1,218
|
|
|
|
|
—
|
|
|
||
4.20% Senior Notes due 2032
|
|
968
|
|
|
|
|
—
|
|
|
||
5.50% Senior Debentures due 2033
|
|
426
|
|
|
|
|
426
|
|
|
||
4.85% Senior Debentures due 2034
|
|
87
|
|
|
|
|
87
|
|
|
||
6.875% Senior Debentures due 2036
|
|
1,069
|
|
|
|
|
1,068
|
|
|
||
6.75% Senior Debentures due 2037
|
|
75
|
|
|
|
|
75
|
|
|
||
5.90% Senior Notes due 2040
|
|
298
|
|
|
|
|
297
|
|
|
||
4.50% Senior Debentures due 2042
|
|
45
|
|
|
|
|
45
|
|
|
||
4.85% Senior Notes due 2042
|
|
487
|
|
|
|
|
486
|
|
|
||
4.375% Senior Debentures due 2043
|
|
1,112
|
|
|
|
|
1,109
|
|
|
||
4.875% Senior Debentures due 2043
|
|
18
|
|
|
|
|
18
|
|
|
||
5.850% Senior Debentures due 2043
|
|
1,231
|
|
|
|
|
1,231
|
|
|
||
5.25% Senior Debentures due 2044
|
|
345
|
|
|
|
|
345
|
|
|
||
4.90% Senior Notes due 2044
|
|
539
|
|
|
|
|
539
|
|
|
||
4.60% Senior Notes due 2045
|
|
589
|
|
|
|
|
589
|
|
|
||
4.95% Senior Notes due 2050
|
|
941
|
|
|
|
|
—
|
|
|
||
5.875% Junior Subordinated Debentures due 2057
|
|
514
|
|
|
|
|
643
|
|
|
||
6.25% Junior Subordinated Debentures due 2057
|
|
643
|
|
|
|
|
643
|
|
|
||
Other bank borrowings
|
|
101
|
|
|
|
|
—
|
|
|
||
Obligations under finance leases
|
|
37
|
|
|
|
|
44
|
|
|
||
Total debt (a)
|
|
20,068
|
|
|
|
|
18,719
|
|
|
||
Less commercial paper and other short-term borrowings
|
|
6
|
|
|
|
|
699
|
|
|
||
Less current portion of long-term debt
|
|
358
|
|
|
|
|
18
|
|
|
||
Total long-term debt, net of current portion
|
|
$
|
19,704
|
|
|
|
|
$
|
18,002
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||
|
June 30,
|
|
June 30,
|
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Financial Statement Account
|
||||||||
Non-designated foreign exchange contracts
|
$
|
(11
|
)
|
|
$
|
3
|
|
|
$
|
18
|
|
|
$
|
—
|
|
Other items, net
|
At June 30, 2020
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
32
|
|
Foreign currency hedges
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Total Assets
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
45
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation
|
$
|
—
|
|
|
$
|
452
|
|
|
$
|
—
|
|
|
$
|
452
|
|
Foreign currency hedges
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
470
|
|
|
$
|
—
|
|
|
$
|
470
|
|
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
|
|
|
Cumulative
Translation
Adjustments
|
|
Net Actuarial
Loss and Prior
Service Cost
|
|
Accumulated
Other
Comprehensive Loss
|
||||||||||||
At December 31, 2019
|
|
$
|
(463
|
)
|
|
|
|
$
|
(1,507
|
)
|
|
|
|
$
|
(1,970
|
)
|
|
Other comprehensive loss before reclassifications
|
|
(64
|
)
|
|
|
|
—
|
|
|
|
|
(64
|
)
|
|
|||
Reclassifications to net earnings
|
|
—
|
|
|
|
|
35
|
|
(a)
|
|
|
35
|
|
|
|||
Other comprehensive income (loss)
|
|
(64
|
)
|
|
|
|
35
|
|
|
|
|
(29
|
)
|
|
|||
At June 30, 2020
|
|
$
|
(527
|
)
|
|
|
|
$
|
(1,472
|
)
|
|
|
|
$
|
(1,999
|
)
|
|
|
Cumulative
Translation
Adjustments
|
|
Net Actuarial
Loss and Prior
Service Cost
|
|
Accumulated
Other
Comprehensive Loss
|
||||||||||||
At December 31, 2018
|
|
$
|
(476
|
)
|
|
|
|
$
|
(1,132
|
)
|
|
|
|
$
|
(1,608
|
)
|
|
Other comprehensive income before reclassifications
|
|
6
|
|
|
|
|
—
|
|
|
|
|
6
|
|
|
|||
Reclassifications to net earnings
|
|
—
|
|
|
|
|
29
|
|
(a)
|
|
|
29
|
|
|
|||
Other comprehensive income
|
|
6
|
|
|
|
|
29
|
|
|
|
|
35
|
|
|
|||
Tax effects reclassified to retained earnings
|
|
—
|
|
|
|
|
(230
|
)
|
(b)
|
|
|
(230
|
)
|
|
|||
At June 30, 2019
|
|
$
|
(470
|
)
|
|
|
|
$
|
(1,333
|
)
|
|
|
|
$
|
(1,803
|
)
|
|
(a)
|
Reflects amortization of net actuarial losses (see Note 12). Amounts are net of tax benefits of $11 million and $10 million for the six months ended June 30, 2020 and 2019, respectively.
|
(b)
|
Reflects the reclassification of certain income tax effects of the federal tax legislation enacted in December 2017 on items within accumulated other comprehensive loss to retained earnings upon the adoption of FASB guidance.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
RSUs and PSUs
|
$
|
40
|
|
|
$
|
42
|
|
|
$
|
88
|
|
|
$
|
85
|
|
Stock options
|
5
|
|
|
8
|
|
|
11
|
|
|
16
|
|
||||
Compensation cost included in operating and SG&A expense
|
45
|
|
|
50
|
|
|
99
|
|
|
101
|
|
||||
Compensation cost included in restructuring and other
corporate matters (a)
|
12
|
|
|
—
|
|
|
46
|
|
|
5
|
|
||||
Stock-based compensation expense, before income taxes
|
57
|
|
|
50
|
|
|
145
|
|
|
106
|
|
||||
Related tax benefit
|
(11
|
)
|
|
(12
|
)
|
|
(27
|
)
|
|
(24
|
)
|
||||
Stock-based compensation expense, net of tax benefit
|
$
|
46
|
|
|
$
|
38
|
|
|
$
|
118
|
|
|
$
|
82
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
Three Months Ended June 30,
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Components of net periodic cost (a):
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost
|
41
|
|
|
48
|
|
|
3
|
|
|
4
|
|
||||
Expected return on plan assets
|
(49
|
)
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of actuarial loss (gain) (b)
|
26
|
|
|
24
|
|
|
(4
|
)
|
|
(5
|
)
|
||||
Net periodic cost
|
$
|
26
|
|
|
$
|
33
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
Six Months Ended June 30,
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Components of net periodic cost (a):
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
82
|
|
|
96
|
|
|
6
|
|
|
8
|
|
||||
Expected return on plan assets
|
(97
|
)
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of actuarial loss (gain) (b)
|
52
|
|
|
48
|
|
|
(8
|
)
|
|
(9
|
)
|
||||
Net periodic cost
|
$
|
52
|
|
|
$
|
66
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2020
|
|
2019
|
||||
Beginning balance
|
$
|
254
|
|
|
$
|
239
|
|
Net earnings
|
3
|
|
|
5
|
|
||
Distributions
|
(7
|
)
|
|
(8
|
)
|
||
Translation adjustment
|
(17
|
)
|
|
—
|
|
||
Redemption value adjustment
|
41
|
|
|
14
|
|
||
Ending balance
|
$
|
274
|
|
|
$
|
250
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising
|
$
|
951
|
|
|
$
|
1,309
|
|
|
$
|
2,332
|
|
|
$
|
3,276
|
|
Affiliate
|
751
|
|
|
616
|
|
|
1,485
|
|
|
1,227
|
|
||||
Content licensing
|
544
|
|
|
966
|
|
|
1,341
|
|
|
1,747
|
|
||||
Other
|
41
|
|
|
47
|
|
|
76
|
|
|
94
|
|
||||
TV Entertainment
|
2,287
|
|
|
2,938
|
|
|
5,234
|
|
|
6,344
|
|
||||
Advertising
|
992
|
|
|
1,347
|
|
|
2,109
|
|
|
2,462
|
|
||||
Affiliate
|
1,443
|
|
|
1,539
|
|
|
2,906
|
|
|
3,093
|
|
||||
Content licensing
|
797
|
|
|
290
|
|
|
1,075
|
|
|
523
|
|
||||
Cable Networks
|
3,232
|
|
|
3,176
|
|
|
6,090
|
|
|
6,078
|
|
||||
Theatrical
|
3
|
|
|
152
|
|
|
170
|
|
|
324
|
|
||||
Home entertainment
|
209
|
|
|
161
|
|
|
383
|
|
|
315
|
|
||||
Licensing
|
434
|
|
|
540
|
|
|
876
|
|
|
915
|
|
||||
Other
|
1
|
|
|
24
|
|
|
29
|
|
|
53
|
|
||||
Filmed Entertainment
|
647
|
|
|
877
|
|
|
1,458
|
|
|
1,607
|
|
||||
Publishing
|
200
|
|
|
218
|
|
|
370
|
|
|
382
|
|
||||
Corporate/Eliminations
|
(91
|
)
|
|
(66
|
)
|
|
(208
|
)
|
|
(168
|
)
|
||||
Total Revenues
|
$
|
6,275
|
|
|
$
|
7,143
|
|
|
$
|
12,944
|
|
|
$
|
14,243
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Intercompany Revenues:
|
|
|
|
|
|
|
|
||||||||
TV Entertainment
|
$
|
43
|
|
|
$
|
38
|
|
|
$
|
118
|
|
|
$
|
94
|
|
Cable Networks
|
2
|
|
|
9
|
|
|
18
|
|
|
27
|
|
||||
Filmed Entertainment
|
46
|
|
|
26
|
|
|
72
|
|
|
61
|
|
||||
Total Intercompany Revenues
|
$
|
91
|
|
|
$
|
73
|
|
|
$
|
208
|
|
|
$
|
182
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Adjusted OIBDA:
|
|
|
|
|
|
|
|
||||||||
TV Entertainment
|
$
|
392
|
|
|
$
|
613
|
|
|
$
|
965
|
|
|
$
|
1,355
|
|
Cable Networks
|
1,285
|
|
|
989
|
|
|
2,079
|
|
|
1,882
|
|
||||
Filmed Entertainment
|
116
|
|
|
95
|
|
|
143
|
|
|
133
|
|
||||
Publishing
|
38
|
|
|
35
|
|
|
57
|
|
|
54
|
|
||||
Corporate/Eliminations
|
(97
|
)
|
|
(120
|
)
|
|
(193
|
)
|
|
(222
|
)
|
||||
Stock-based compensation
|
(45
|
)
|
|
(50
|
)
|
|
(99
|
)
|
|
(101
|
)
|
||||
Depreciation and amortization
|
(124
|
)
|
|
(109
|
)
|
|
(237
|
)
|
|
(215
|
)
|
||||
Restructuring and other corporate matters
|
(158
|
)
|
|
(7
|
)
|
|
(391
|
)
|
|
(185
|
)
|
||||
Programming charges
|
(121
|
)
|
|
—
|
|
|
(121
|
)
|
|
—
|
|
||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
549
|
|
||||
Operating income
|
1,286
|
|
|
1,446
|
|
|
2,203
|
|
|
3,250
|
|
||||
Interest expense
|
(263
|
)
|
|
(237
|
)
|
|
(504
|
)
|
|
(477
|
)
|
||||
Interest income
|
11
|
|
|
15
|
|
|
25
|
|
|
34
|
|
||||
Loss on extinguishment of debt
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
||||
Other items, net
|
6
|
|
|
15
|
|
|
(27
|
)
|
|
25
|
|
||||
Earnings from continuing operations before income taxes and
equity in loss of investee companies
|
937
|
|
|
1,239
|
|
|
1,594
|
|
|
2,832
|
|
||||
(Provision) benefit for income taxes
|
(202
|
)
|
|
(241
|
)
|
|
(339
|
)
|
|
135
|
|
||||
Equity in loss of investee companies, net of tax
|
(12
|
)
|
|
(21
|
)
|
|
(21
|
)
|
|
(39
|
)
|
||||
Net earnings from continuing operations
|
723
|
|
|
977
|
|
|
1,234
|
|
|
2,928
|
|
||||
Net earnings from discontinued operations, net of tax
|
3
|
|
|
6
|
|
|
11
|
|
|
19
|
|
||||
Net earnings (ViacomCBS and noncontrolling interests)
|
726
|
|
|
983
|
|
|
1,245
|
|
|
2,947
|
|
||||
Net earnings attributable to noncontrolling interests
|
(245
|
)
|
|
(6
|
)
|
|
(248
|
)
|
|
(11
|
)
|
||||
Net earnings attributable to ViacomCBS
|
$
|
481
|
|
|
$
|
977
|
|
|
$
|
997
|
|
|
$
|
2,936
|
|
|
At
|
|
At
|
||||||||
|
June 30, 2020
|
|
December 31, 2019
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||
TV Entertainment
|
|
$
|
19,289
|
|
|
|
|
$
|
19,689
|
|
|
Cable Networks
|
|
22,539
|
|
|
|
|
22,109
|
|
|
||
Filmed Entertainment
|
|
6,454
|
|
|
|
|
5,477
|
|
|
||
Publishing
|
|
1,246
|
|
|
|
|
1,262
|
|
|
||
Corporate/Eliminations
|
|
1,649
|
|
|
|
|
967
|
|
|
||
Discontinued Operations
|
|
11
|
|
|
|
|
15
|
|
|
||
Total Assets
|
|
$
|
51,188
|
|
|
|
|
$
|
49,519
|
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2020
|
|
2019
|
||||
Cash paid for interest
|
$
|
470
|
|
|
$
|
463
|
|
|
|
|
|
||||
Cash paid for income taxes
|
$
|
100
|
|
|
$
|
498
|
|
|
|
|
|
||||
Noncash additions to operating lease assets
|
$
|
89
|
|
|
$
|
213
|
|
Item 2.
|
Management’s Discussion and Analysis of Results of Operations and Financial Condition.
|
|
(Tabular dollars in millions, except per share amounts)
|
•
|
Overview—Summary of ViacomCBS and our business and operational highlights.
|
•
|
Consolidated Results of Operations—Analysis of our results on a consolidated basis for the three and six months ended June 30, 2020 compared with the three and six months ended June 30, 2019.
|
•
|
Segment Results of Operations—Analysis of our results on a reportable segment basis for the three and six months ended June 30, 2020 compared with the three and six months ended June 30, 2019.
|
•
|
Liquidity and Capital Resources—Discussion of our cash flows for the six months ended June 30, 2020 compared with the six months ended June 30, 2019 and of our outstanding debt, commitments and contingencies existing as of June 30, 2020.
|
•
|
Legal Matters—Discussion of legal matters to which we are involved.
|
Consolidated results of operations
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Three Months Ended June 30,
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
GAAP:
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
6,275
|
|
|
$
|
7,143
|
|
|
$
|
(868
|
)
|
|
(12
|
)%
|
|
Operating income
|
$
|
1,286
|
|
|
$
|
1,446
|
|
|
$
|
(160
|
)
|
|
(11
|
)%
|
|
Net earnings from continuing operations
attributable to ViacomCBS
|
$
|
478
|
|
|
$
|
971
|
|
|
$
|
(493
|
)
|
|
(51
|
)%
|
|
Diluted EPS from continuing operations
attributable to ViacomCBS
|
$
|
.77
|
|
|
$
|
1.57
|
|
|
$
|
(.80
|
)
|
|
(51
|
)%
|
|
Net cash flow provided by operating activities
|
$
|
795
|
|
|
$
|
260
|
|
|
$
|
535
|
|
|
206
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP: (a)
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
1,689
|
|
|
$
|
1,562
|
|
|
$
|
127
|
|
|
8
|
%
|
|
Adjusted net earnings from continuing operations
attributable to ViacomCBS
|
$
|
769
|
|
|
$
|
912
|
|
|
$
|
(143
|
)
|
|
(16
|
)%
|
|
Adjusted diluted EPS from continuing operations
attributable to ViacomCBS
|
$
|
1.25
|
|
|
$
|
1.48
|
|
|
$
|
(.23
|
)
|
|
(16
|
)%
|
|
Free cash flow
|
$
|
714
|
|
|
$
|
185
|
|
|
$
|
529
|
|
|
286
|
%
|
|
Consolidated results of operations
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Six Months Ended June 30,
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
GAAP:
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
12,944
|
|
|
$
|
14,243
|
|
|
$
|
(1,299
|
)
|
|
(9
|
)%
|
|
Operating income
|
$
|
2,203
|
|
|
$
|
3,250
|
|
|
$
|
(1,047
|
)
|
|
(32
|
)%
|
|
Net earnings from continuing operations
attributable to ViacomCBS
|
$
|
986
|
|
|
$
|
2,917
|
|
|
$
|
(1,931
|
)
|
|
(66
|
)%
|
|
Diluted EPS from continuing operations
attributable to ViacomCBS
|
$
|
1.60
|
|
|
$
|
4.73
|
|
|
$
|
(3.13
|
)
|
|
(66
|
)%
|
|
Net cash flow provided by operating activities
|
$
|
1,151
|
|
|
$
|
1,189
|
|
|
$
|
(38
|
)
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP: (a)
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
2,952
|
|
|
$
|
3,101
|
|
|
$
|
(149
|
)
|
|
(5
|
)%
|
|
Adjusted net earnings from continuing operations
attributable to ViacomCBS
|
$
|
1,468
|
|
|
$
|
1,810
|
|
|
$
|
(342
|
)
|
|
(19
|
)%
|
|
Adjusted diluted EPS from continuing operations
attributable to ViacomCBS
|
$
|
2.38
|
|
|
$
|
2.93
|
|
|
$
|
(.55
|
)
|
|
(19
|
)%
|
|
Free cash flow
|
$
|
1,019
|
|
|
$
|
1,047
|
|
|
$
|
(28
|
)
|
|
(3
|
)%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Operating income (GAAP)
|
$
|
1,286
|
|
|
$
|
1,446
|
|
|
$
|
2,203
|
|
|
$
|
3,250
|
|
Depreciation and amortization (a)
|
124
|
|
|
109
|
|
|
237
|
|
|
215
|
|
||||
Restructuring and other corporate matters (b)
|
158
|
|
|
7
|
|
|
391
|
|
|
185
|
|
||||
Programming charges (b)
|
121
|
|
|
—
|
|
|
121
|
|
|
—
|
|
||||
Gain on sale of assets (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
(549
|
)
|
||||
Adjusted OIBDA (Non-GAAP)
|
$
|
1,689
|
|
|
$
|
1,562
|
|
|
$
|
2,952
|
|
|
$
|
3,101
|
|
|
Three Months Ended June 30, 2020
|
||||||||||||||||||||||
|
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)
|
|
$
|
937
|
|
|
|
|
$
|
(202
|
)
|
|
|
|
$
|
478
|
|
|
|
|
$
|
.77
|
|
|
Items affecting comparability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other corporate matters (a)
|
|
158
|
|
|
|
|
(34
|
)
|
|
|
|
124
|
|
|
|
|
.20
|
|
|
||||
Impairment charge (b)
|
|
25
|
|
|
|
|
(6
|
)
|
|
|
|
19
|
|
|
|
|
.03
|
|
|
||||
Programming charges (c)
|
|
121
|
|
|
|
|
(29
|
)
|
|
|
|
92
|
|
|
|
|
.15
|
|
|
||||
Gains from investments (d)
|
|
(32
|
)
|
|
|
|
8
|
|
|
|
|
(24
|
)
|
|
|
|
(.03
|
)
|
|
||||
Loss on extinguishment of debt
|
|
103
|
|
|
|
|
(24
|
)
|
|
|
|
79
|
|
|
|
|
.13
|
|
|
||||
Discrete tax items
|
|
—
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
—
|
|
|
||||
Adjusted (Non-GAAP)
|
|
$
|
1,312
|
|
|
|
|
$
|
(286
|
)
|
|
|
|
$
|
769
|
|
|
|
|
$
|
1.25
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||
|
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)
|
|
$
|
1,239
|
|
|
|
|
$
|
(241
|
)
|
|
|
|
$
|
971
|
|
|
|
|
$
|
1.57
|
|
|
Items affecting comparability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other corporate matters (a)
|
|
7
|
|
|
|
|
(2
|
)
|
|
|
|
5
|
|
|
|
|
.01
|
|
|
||||
Gains from investments (b)
|
|
(39
|
)
|
|
|
|
7
|
|
|
|
|
(32
|
)
|
|
|
|
(.05
|
)
|
|
||||
Discrete tax items (c)
|
|
—
|
|
|
|
|
(32
|
)
|
|
|
|
(32
|
)
|
|
|
|
(.05
|
)
|
|
||||
Adjusted (Non-GAAP)
|
|
$
|
1,207
|
|
|
|
|
$
|
(268
|
)
|
|
|
|
$
|
912
|
|
|
|
|
$
|
1.48
|
|
|
|
Six Months Ended June 30, 2020
|
||||||||||||||||||||||
|
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)
|
|
$
|
1,594
|
|
|
|
|
$
|
(339
|
)
|
|
|
|
$
|
986
|
|
|
|
|
$
|
1.60
|
|
|
Items affecting comparability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other corporate matters (a)
|
|
391
|
|
|
|
|
(81
|
)
|
|
|
|
310
|
|
|
|
|
.50
|
|
|
||||
Impairment charge (b)
|
|
25
|
|
|
|
|
(6
|
)
|
|
|
|
19
|
|
|
|
|
.03
|
|
|
||||
Depreciation of abandoned technology (c)
|
|
12
|
|
|
|
|
(3
|
)
|
|
|
|
9
|
|
|
|
|
.01
|
|
|
||||
Programming charges (d)
|
|
121
|
|
|
|
|
(29
|
)
|
|
|
|
92
|
|
|
|
|
.15
|
|
|
||||
Gains from investments (e)
|
|
(32
|
)
|
|
|
|
8
|
|
|
|
|
(24
|
)
|
|
|
|
(.04
|
)
|
|
||||
Loss on extinguishment of debt
|
|
103
|
|
|
|
|
(24
|
)
|
|
|
|
79
|
|
|
|
|
.13
|
|
|
||||
Discrete tax items
|
|
—
|
|
|
|
|
(3
|
)
|
|
|
|
(3
|
)
|
|
|
|
—
|
|
|
||||
Adjusted (Non-GAAP)
|
|
$
|
2,214
|
|
|
|
|
$
|
(477
|
)
|
|
|
|
$
|
1,468
|
|
|
|
|
$
|
2.38
|
|
|
|
Six Months Ended June 30, 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)
|
|
$
|
2,832
|
|
|
|
|
$
|
135
|
|
|
|
|
$
|
2,917
|
|
|
|
|
$
|
4.73
|
|
|
Items affecting comparability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other corporate matters (a)
|
|
185
|
|
|
|
|
(45
|
)
|
|
|
|
140
|
|
|
|
|
.23
|
|
|
||||
Gain on sale of assets (b)
|
|
(549
|
)
|
|
|
|
163
|
|
|
|
|
(386
|
)
|
|
|
|
(.63
|
)
|
|
||||
Gains from investments (c)
|
|
(77
|
)
|
|
|
|
16
|
|
|
|
|
(61
|
)
|
|
|
|
(.10
|
)
|
|
||||
Discrete tax items (d)
|
|
—
|
|
|
|
|
(800
|
)
|
|
|
|
(800
|
)
|
|
|
|
(1.30
|
)
|
|
||||
Adjusted (Non-GAAP)
|
|
$
|
2,391
|
|
|
|
|
$
|
(531
|
)
|
|
|
|
$
|
1,810
|
|
|
|
|
$
|
2.93
|
|
|
|
Three Months Ended June 30,
|
|
|||||||||||||||||||
|
|
|
% of Total
Revenues
|
|
|
|
% of Total
Revenues
|
|
Increase/(Decrease)
|
|
|||||||||||
Revenues by Type
|
2020
|
|
|
2019
|
|
|
$
|
|
%
|
|
|||||||||||
Advertising
|
$
|
1,934
|
|
|
31
|
%
|
|
$
|
2,645
|
|
|
37
|
%
|
|
$
|
(711
|
)
|
|
(27
|
)%
|
|
Affiliate
|
2,194
|
|
|
35
|
|
|
2,155
|
|
|
30
|
|
|
39
|
|
|
2
|
|
|
|||
Content licensing
|
1,902
|
|
|
30
|
|
|
1,909
|
|
|
27
|
|
|
(7
|
)
|
|
—
|
|
|
|||
Theatrical
|
3
|
|
|
—
|
|
|
152
|
|
|
2
|
|
|
(149
|
)
|
|
(98
|
)
|
|
|||
Publishing
|
200
|
|
|
3
|
|
|
218
|
|
|
3
|
|
|
(18
|
)
|
|
(8
|
)
|
|
|||
Other
|
42
|
|
|
1
|
|
|
64
|
|
|
1
|
|
|
(22
|
)
|
|
(34
|
)
|
|
|||
Total Revenues
|
$
|
6,275
|
|
|
100
|
%
|
|
$
|
7,143
|
|
|
100
|
%
|
|
$
|
(868
|
)
|
|
(12
|
)%
|
|
|
Six Months Ended June 30,
|
|
|||||||||||||||||||
|
|
|
% of Total
Revenues
|
|
|
|
% of Total
Revenues
|
|
Increase/(Decrease)
|
|
|||||||||||
Revenues by Type
|
2020
|
|
|
2019
|
|
|
$
|
|
%
|
|
|||||||||||
Advertising
|
$
|
4,418
|
|
|
34
|
%
|
|
$
|
5,711
|
|
|
40
|
%
|
|
$
|
(1,293
|
)
|
|
(23
|
)%
|
|
Affiliate
|
4,391
|
|
|
34
|
|
|
4,320
|
|
|
30
|
|
|
71
|
|
|
2
|
|
|
|||
Content licensing
|
3,496
|
|
|
27
|
|
|
3,374
|
|
|
24
|
|
|
122
|
|
|
4
|
|
|
|||
Theatrical
|
170
|
|
|
1
|
|
|
324
|
|
|
2
|
|
|
(154
|
)
|
|
(48
|
)
|
|
|||
Publishing
|
370
|
|
|
3
|
|
|
382
|
|
|
3
|
|
|
(12
|
)
|
|
(3
|
)
|
|
|||
Other
|
99
|
|
|
1
|
|
|
132
|
|
|
1
|
|
|
(33
|
)
|
|
(25
|
)
|
|
|||
Total Revenues
|
$
|
12,944
|
|
|
100
|
%
|
|
$
|
14,243
|
|
|
100
|
%
|
|
$
|
(1,299
|
)
|
|
(9
|
)%
|
|
|
Three Months Ended June 30,
|
|
|||||||||||||||||||
|
|
|
% of Operating Expenses
|
|
|
|
% of Operating Expenses
|
|
Increase/(Decrease)
|
|
|||||||||||
Operating Expenses by Type
|
2020
|
|
|
2019
|
|
|
$
|
|
%
|
|
|||||||||||
Production
|
$
|
1,491
|
|
|
43
|
%
|
|
$
|
1,815
|
|
|
43
|
%
|
|
$
|
(324
|
)
|
|
(18
|
)%
|
|
Programming
|
713
|
|
|
20
|
|
|
925
|
|
|
22
|
|
|
(212
|
)
|
|
(23
|
)
|
|
|||
Participation, distribution and royalty
|
618
|
|
|
18
|
|
|
923
|
|
|
22
|
|
|
(305
|
)
|
|
(33
|
)
|
|
|||
Programming charges
|
121
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
n/m
|
|
|
|||
Other
|
542
|
|
|
16
|
|
|
547
|
|
|
13
|
|
|
(5
|
)
|
|
(1
|
)
|
|
|||
Total Operating Expenses
|
$
|
3,485
|
|
|
100
|
%
|
|
$
|
4,210
|
|
|
100
|
%
|
|
$
|
(725
|
)
|
|
(17
|
)%
|
|
|
Six Months Ended June 30,
|
|
|||||||||||||||||||
|
|
|
% of Operating Expenses
|
|
|
|
% of Operating Expenses
|
|
Increase/(Decrease)
|
|
|||||||||||
Operating Expenses by Type
|
2020
|
|
|
2019
|
|
|
$
|
|
%
|
|
|||||||||||
Production
|
$
|
3,145
|
|
|
42
|
%
|
|
$
|
3,311
|
|
|
39
|
%
|
|
$
|
(166
|
)
|
|
(5
|
)%
|
|
Programming
|
1,686
|
|
|
22
|
|
|
2,375
|
|
|
28
|
|
|
(689
|
)
|
|
(29
|
)
|
|
|||
Participation, distribution and royalty
|
1,496
|
|
|
20
|
|
|
1,712
|
|
|
20
|
|
|
(216
|
)
|
|
(13
|
)
|
|
|||
Programming charges
|
121
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
n/m
|
|
|
|||
Other
|
1,102
|
|
|
14
|
|
|
1,060
|
|
|
13
|
|
|
42
|
|
|
4
|
|
|
|||
Total Operating Expenses
|
$
|
7,550
|
|
|
100
|
%
|
|
$
|
8,458
|
|
|
100
|
%
|
|
$
|
(908
|
)
|
|
(11
|
)%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
|
||||||||||||||
Selling, general and administrative
expenses
|
$
|
1,222
|
|
|
$
|
1,371
|
|
|
|
(11
|
)%
|
|
|
$
|
2,563
|
|
|
$
|
2,684
|
|
|
|
(5
|
)%
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
|
||||||||||||||
Depreciation and amortization
|
$
|
124
|
|
|
$
|
109
|
|
|
|
14
|
%
|
|
|
$
|
237
|
|
|
$
|
215
|
|
|
|
10
|
%
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Severance
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
304
|
|
|
$
|
98
|
|
Exit costs
|
6
|
|
|
—
|
|
|
32
|
|
|
30
|
|
||||
Restructuring charges
|
134
|
|
|
—
|
|
|
336
|
|
|
128
|
|
||||
Merger-related costs
|
10
|
|
|
—
|
|
|
41
|
|
|
—
|
|
||||
Other corporate matters
|
14
|
|
|
7
|
|
|
14
|
|
|
57
|
|
||||
Restructuring and other corporate matters
|
$
|
158
|
|
|
$
|
7
|
|
|
$
|
391
|
|
|
$
|
185
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
|
||||||||||||||
Interest expense
|
$
|
(263
|
)
|
|
$
|
(237
|
)
|
|
|
11
|
%
|
|
|
$
|
(504
|
)
|
|
$
|
(477
|
)
|
|
|
6
|
%
|
|
|
Interest income
|
$
|
11
|
|
|
$
|
15
|
|
|
|
(27
|
)%
|
|
|
$
|
25
|
|
|
$
|
34
|
|
|
|
(26
|
)%
|
|
|
|
At June 30,
|
||||||||||||||||
|
|
|
Weighted Average
|
|
|
|
Weighted Average
|
||||||||||
|
2020
|
|
Interest Rate
|
|
2019
|
|
Interest Rate
|
||||||||||
Total long-term debt
|
$
|
19,930
|
|
|
|
4.78
|
%
|
|
|
$
|
18,273
|
|
|
|
4.70
|
%
|
|
Other bank borrowings
|
$
|
101
|
|
|
|
3.59
|
%
|
|
|
$
|
—
|
|
|
|
—
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
||||||||
Pension and postretirement benefit costs
|
$
|
(18
|
)
|
|
$
|
(26
|
)
|
|
$
|
(36
|
)
|
|
$
|
(53
|
)
|
|
Foreign exchange (losses) gains
|
(9
|
)
|
|
2
|
|
|
(25
|
)
|
|
(3
|
)
|
|
||||
Gain from equity securities
|
32
|
|
|
28
|
|
|
32
|
|
|
66
|
|
|
||||
Gain on sale of investment
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|
||||
Other
|
1
|
|
|
—
|
|
|
2
|
|
|
4
|
|
|
||||
Other items, net
|
$
|
6
|
|
|
$
|
15
|
|
|
$
|
(27
|
)
|
|
$
|
25
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
|
||||||||||||||
Equity in loss of investee companies
|
$
|
(16
|
)
|
|
$
|
(28
|
)
|
|
|
43
|
%
|
|
|
$
|
(32
|
)
|
|
$
|
(51
|
)
|
|
|
37
|
%
|
|
|
Tax benefit
|
4
|
|
|
7
|
|
|
|
(43
|
)
|
|
|
11
|
|
|
12
|
|
|
|
(8
|
)
|
|
|
||||
Equity in loss of investee companies, net of tax
|
$
|
(12
|
)
|
|
$
|
(21
|
)
|
|
|
(43
|
)%
|
|
|
$
|
(21
|
)
|
|
$
|
(39
|
)
|
|
|
(46
|
)%
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
||||||||||||||||
Net earnings attributable to noncontrolling
interests
|
|
$
|
245
|
|
|
|
|
$
|
6
|
|
|
|
|
$
|
248
|
|
|
|
|
$
|
11
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
|
||||||||||||||
Net earnings from continuing
operations attributable to
ViacomCBS
|
$
|
478
|
|
|
$
|
971
|
|
|
|
(51
|
)%
|
|
|
$
|
986
|
|
|
$
|
2,917
|
|
|
|
(66
|
)%
|
|
|
Diluted EPS from continuing
operations attributable to
ViacomCBS
|
$
|
.77
|
|
|
$
|
1.57
|
|
|
|
(51
|
)%
|
|
|
$
|
1.60
|
|
|
$
|
4.73
|
|
|
|
(66
|
)%
|
|
|
|
Three Months Ended June 30,
|
|||||||||||||||||||||
|
|
% of Total
Revenues
|
|
|
% of Total
Revenues
|
Increase/(Decrease)
|
|
|||||||||||||||
|
2020
|
|
2019
|
$
|
|
%
|
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TV Entertainment
|
$
|
2,287
|
|
|
36
|
%
|
|
|
$
|
2,938
|
|
|
41
|
%
|
|
$
|
(651
|
)
|
|
(22
|
)%
|
|
Cable Networks
|
3,232
|
|
|
52
|
|
|
|
3,176
|
|
|
45
|
|
|
56
|
|
|
2
|
|
|
|||
Filmed Entertainment
|
647
|
|
|
10
|
|
|
|
877
|
|
|
12
|
|
|
(230
|
)
|
|
(26
|
)
|
|
|||
Publishing
|
200
|
|
|
3
|
|
|
|
218
|
|
|
3
|
|
|
(18
|
)
|
|
(8
|
)
|
|
|||
Corporate/Eliminations
|
(91
|
)
|
|
(1
|
)
|
|
|
(66
|
)
|
|
(1
|
)
|
|
(25
|
)
|
|
(38
|
)
|
|
|||
Total Revenues
|
$
|
6,275
|
|
|
100
|
%
|
|
|
$
|
7,143
|
|
|
100
|
%
|
|
$
|
(868
|
)
|
|
(12
|
)%
|
|
|
Three Months Ended June 30,
|
||||||||||||||
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
Adjusted OIBDA:
|
|
|
|
|
|
|
|
|
|||||||
TV Entertainment
|
$
|
392
|
|
|
$
|
613
|
|
|
$
|
(221
|
)
|
|
(36
|
)%
|
|
Cable Networks
|
1,285
|
|
|
989
|
|
|
296
|
|
|
30
|
|
|
|||
Filmed Entertainment
|
116
|
|
|
95
|
|
|
21
|
|
|
22
|
|
|
|||
Publishing
|
38
|
|
|
35
|
|
|
3
|
|
|
9
|
|
|
|||
Corporate/Eliminations
|
(97
|
)
|
|
(120
|
)
|
|
23
|
|
|
19
|
|
|
|||
Stock-based compensation
|
(45
|
)
|
|
(50
|
)
|
|
5
|
|
|
10
|
|
|
|||
Total Adjusted OIBDA
|
1,689
|
|
|
1,562
|
|
|
127
|
|
|
8
|
|
|
|||
Depreciation and amortization
|
(124
|
)
|
|
(109
|
)
|
|
(15
|
)
|
|
(14
|
)
|
|
|||
Restructuring and other corporate matters
|
(158
|
)
|
|
(7
|
)
|
|
(151
|
)
|
|
n/m
|
|
|
|||
Programming charges
|
(121
|
)
|
|
—
|
|
|
(121
|
)
|
|
n/m
|
|
|
|||
Total Operating Income
|
$
|
1,286
|
|
|
$
|
1,446
|
|
|
$
|
(160
|
)
|
|
(11
|
)%
|
|
|
Six Months Ended June 30,
|
|
||||||||||||||||||||
|
|
% of Total
Revenues
|
|
|
% of Total
Revenues
|
Increase/(Decrease)
|
|
|||||||||||||||
|
2020
|
|
2019
|
$
|
|
%
|
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TV Entertainment
|
$
|
5,234
|
|
|
40
|
%
|
|
|
$
|
6,344
|
|
|
44
|
%
|
|
$
|
(1,110
|
)
|
|
(17
|
)%
|
|
Cable Networks
|
6,090
|
|
|
47
|
|
|
|
6,078
|
|
|
43
|
|
|
12
|
|
|
—
|
|
|
|||
Filmed Entertainment
|
1,458
|
|
|
11
|
|
|
|
1,607
|
|
|
11
|
|
|
(149
|
)
|
|
(9
|
)
|
|
|||
Publishing
|
370
|
|
|
3
|
|
|
|
382
|
|
|
3
|
|
|
(12
|
)
|
|
(3
|
)
|
|
|||
Corporate/Eliminations
|
(208
|
)
|
|
(1
|
)
|
|
|
(168
|
)
|
|
(1
|
)
|
|
(40
|
)
|
|
(24
|
)
|
|
|||
Total Revenues
|
$
|
12,944
|
|
|
100
|
%
|
|
|
$
|
14,243
|
|
|
100
|
%
|
|
$
|
(1,299
|
)
|
|
(9
|
)%
|
|
|
Six Months Ended June 30,
|
|
|||||||||||||
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
Adjusted OIBDA:
|
|
|
|
|
|
|
|
|
|||||||
TV Entertainment
|
$
|
965
|
|
|
$
|
1,355
|
|
|
$
|
(390
|
)
|
|
(29
|
)%
|
|
Cable Networks
|
2,079
|
|
|
1,882
|
|
|
197
|
|
|
10
|
|
|
|||
Filmed Entertainment
|
143
|
|
|
133
|
|
|
10
|
|
|
8
|
|
|
|||
Publishing
|
57
|
|
|
54
|
|
|
3
|
|
|
6
|
|
|
|||
Corporate/Eliminations
|
(193
|
)
|
|
(222
|
)
|
|
29
|
|
|
13
|
|
|
|||
Stock-based compensation
|
(99
|
)
|
|
(101
|
)
|
|
2
|
|
|
2
|
|
|
|||
Total Adjusted OIBDA
|
2,952
|
|
|
3,101
|
|
|
(149
|
)
|
|
(5
|
)
|
|
|||
Depreciation and amortization
|
(237
|
)
|
|
(215
|
)
|
|
(22
|
)
|
|
(10
|
)
|
|
|||
Restructuring and other corporate matters
|
(391
|
)
|
|
(185
|
)
|
|
(206
|
)
|
|
n/m
|
|
|
|||
Programming charges
|
(121
|
)
|
|
—
|
|
|
(121
|
)
|
|
n/m
|
|
|
|||
Gain on sale of assets
|
—
|
|
|
549
|
|
|
(549
|
)
|
|
n/m
|
|
|
|||
Total Operating Income
|
$
|
2,203
|
|
|
$
|
3,250
|
|
|
$
|
(1,047
|
)
|
|
(32
|
)%
|
|
|
Three Months Ended June 30,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Entertainment
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
Advertising
|
$
|
951
|
|
|
$
|
1,309
|
|
|
$
|
(358
|
)
|
|
(27
|
)%
|
|
Affiliate
|
751
|
|
|
616
|
|
|
135
|
|
|
22
|
|
|
|||
Content licensing
|
544
|
|
|
966
|
|
|
(422
|
)
|
|
(44
|
)
|
|
|||
Other
|
41
|
|
|
47
|
|
|
(6
|
)
|
|
(13
|
)
|
|
|||
Revenues
|
$
|
2,287
|
|
|
$
|
2,938
|
|
|
$
|
(651
|
)
|
|
(22
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
392
|
|
|
$
|
613
|
|
|
$
|
(221
|
)
|
|
(36
|
)%
|
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
TV Entertainment
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
Advertising
|
$
|
2,332
|
|
|
$
|
3,276
|
|
|
$
|
(944
|
)
|
|
(29
|
)%
|
|
Affiliate
|
1,485
|
|
|
1,227
|
|
|
258
|
|
|
21
|
|
|
|||
Content licensing
|
1,341
|
|
|
1,747
|
|
|
(406
|
)
|
|
(23
|
)
|
|
|||
Other
|
76
|
|
|
94
|
|
|
(18
|
)
|
|
(19
|
)
|
|
|||
Revenues
|
$
|
5,234
|
|
|
$
|
6,344
|
|
|
$
|
(1,110
|
)
|
|
(17
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
965
|
|
|
$
|
1,355
|
|
|
$
|
(390
|
)
|
|
(29
|
)%
|
|
|
Three Months Ended June 30,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Cable Networks
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
Advertising
|
$
|
992
|
|
|
$
|
1,347
|
|
|
$
|
(355
|
)
|
|
(26
|
)%
|
|
Affiliate
|
1,443
|
|
|
1,539
|
|
|
(96
|
)
|
|
(6
|
)
|
|
|||
Content licensing
|
797
|
|
|
290
|
|
|
507
|
|
|
175
|
|
|
|||
Revenues
|
$
|
3,232
|
|
|
$
|
3,176
|
|
|
$
|
56
|
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
1,285
|
|
|
$
|
989
|
|
|
$
|
296
|
|
|
30
|
%
|
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Cable Networks
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
Advertising
|
$
|
2,109
|
|
|
$
|
2,462
|
|
|
$
|
(353
|
)
|
|
(14
|
)%
|
|
Affiliate
|
2,906
|
|
|
3,093
|
|
|
(187
|
)
|
|
(6
|
)
|
|
|||
Content licensing
|
1,075
|
|
|
523
|
|
|
552
|
|
|
106
|
|
|
|||
Revenues
|
$
|
6,090
|
|
|
$
|
6,078
|
|
|
$
|
12
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
2,079
|
|
|
$
|
1,882
|
|
|
$
|
197
|
|
|
10
|
%
|
|
|
Three Months Ended June 30,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Filmed Entertainment
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
Theatrical
|
$
|
3
|
|
|
$
|
152
|
|
|
$
|
(149
|
)
|
|
(98
|
)%
|
|
Home entertainment
|
209
|
|
|
161
|
|
|
48
|
|
|
30
|
|
|
|||
Licensing
|
434
|
|
|
540
|
|
|
(106
|
)
|
|
(20
|
)
|
|
|||
Other
|
1
|
|
|
24
|
|
|
(23
|
)
|
|
(96
|
)
|
|
|||
Revenues
|
$
|
647
|
|
|
$
|
877
|
|
|
$
|
(230
|
)
|
|
(26
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
116
|
|
|
$
|
95
|
|
|
$
|
21
|
|
|
22
|
%
|
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Filmed Entertainment
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
Theatrical
|
$
|
170
|
|
|
$
|
324
|
|
|
$
|
(154
|
)
|
|
(48
|
)%
|
|
Home entertainment
|
383
|
|
|
315
|
|
|
68
|
|
|
22
|
|
|
|||
Licensing
|
876
|
|
|
915
|
|
|
(39
|
)
|
|
(4
|
)
|
|
|||
Other
|
29
|
|
|
53
|
|
|
(24
|
)
|
|
(45
|
)
|
|
|||
Revenues
|
$
|
1,458
|
|
|
$
|
1,607
|
|
|
$
|
(149
|
)
|
|
(9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
143
|
|
|
$
|
133
|
|
|
$
|
10
|
|
|
8
|
%
|
|
|
Three Months Ended June 30,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Publishing
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
Revenues
|
$
|
200
|
|
|
$
|
218
|
|
|
$
|
(18
|
)
|
|
(8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
38
|
|
|
$
|
35
|
|
|
$
|
3
|
|
|
9
|
%
|
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Publishing
|
2020
|
|
2019
|
|
$
|
|
%
|
|
|||||||
Revenues
|
$
|
370
|
|
|
$
|
382
|
|
|
$
|
(12
|
)
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted OIBDA
|
$
|
57
|
|
|
$
|
54
|
|
|
$
|
3
|
|
|
6
|
%
|
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
Increase/(Decrease)
|
||||||||
Cash flow provided by operating activities
|
$
|
1,151
|
|
|
$
|
1,189
|
|
|
|
$
|
(38
|
)
|
|
Cash flow (used for) provided by investing activities
|
(187
|
)
|
|
120
|
|
|
|
(307
|
)
|
|
|||
Cash flow provided by (used for) financing activities
|
649
|
|
|
(1,227
|
)
|
|
|
1,876
|
|
|
|||
Effect of exchange rate changes on cash, cash equivalents
and restricted cash
|
(17
|
)
|
|
2
|
|
|
|
(19
|
)
|
|
|||
Net increase in cash, cash equivalents and restricted cash
|
$
|
1,596
|
|
|
$
|
84
|
|
|
|
$
|
1,512
|
|
|
|
Six Months Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
||||||||
Investments (a)
|
|
$
|
(60
|
)
|
|
|
|
$
|
(132
|
)
|
|
Capital expenditures
|
|
(132
|
)
|
|
|
|
(142
|
)
|
|
||
Acquisitions, net of cash acquired (b)
|
|
(141
|
)
|
|
|
|
(361
|
)
|
|
||
Proceeds from dispositions (c)
|
|
146
|
|
|
|
|
751
|
|
|
||
Other investing activities
|
|
—
|
|
|
|
|
4
|
|
|
||
Cash flow (used for) provided by investing activities
|
|
$
|
(187
|
)
|
|
|
|
$
|
120
|
|
|
|
Six Months Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
||||||||
Repayments of short-term debt borrowings, net
|
|
$
|
(698
|
)
|
|
|
|
$
|
(674
|
)
|
|
Proceeds from issuance of senior notes
|
|
4,370
|
|
|
|
|
493
|
|
|
||
Repayment of notes and debentures
|
|
(2,535
|
)
|
|
|
|
(600
|
)
|
|
||
Dividends
|
|
(301
|
)
|
|
|
|
(299
|
)
|
|
||
Repurchase of the Company’s Class B Common Stock
|
|
(58
|
)
|
|
|
|
(14
|
)
|
|
||
Payment of payroll taxes in lieu of issuing shares for stock-based compensation
|
|
(59
|
)
|
|
|
|
(52
|
)
|
|
||
Other financing activities
|
|
(70
|
)
|
|
|
|
(81
|
)
|
|
||
Cash flow provided by (used for) financing activities
|
|
$
|
649
|
|
|
|
|
$
|
(1,227
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net cash flow provided by operating activities (GAAP)
|
$
|
795
|
|
|
$
|
260
|
|
|
$
|
1,151
|
|
|
$
|
1,189
|
|
Capital expenditures
|
(81
|
)
|
|
(75
|
)
|
|
(132
|
)
|
|
(142
|
)
|
||||
Free cash flow (Non-GAAP)
|
$
|
714
|
|
|
$
|
185
|
|
|
$
|
1,019
|
|
|
$
|
1,047
|
|
|
At
|
|
At
|
||||||||
|
June 30, 2020
|
|
December 31, 2019
|
||||||||
Commercial paper
|
|
$
|
—
|
|
|
|
|
$
|
699
|
|
|
Senior debt (2.250%-7.875% due 2021-2050)
|
|
18,773
|
|
|
|
|
16,690
|
|
|
||
Junior debt (5.875%-6.25% due 2057)
|
|
1,157
|
|
|
|
|
1,286
|
|
|
||
Other bank borrowings
|
|
101
|
|
|
|
|
—
|
|
|
||
Obligations under finance leases
|
|
37
|
|
|
|
|
44
|
|
|
||
Total debt (a)
|
|
20,068
|
|
|
|
|
18,719
|
|
|
||
Less commercial paper and other short-term borrowings
|
|
6
|
|
|
|
|
699
|
|
|
||
Less current portion of long-term debt
|
|
358
|
|
|
|
|
18
|
|
|
||
Total long-term debt, net of current portion
|
|
$
|
19,704
|
|
|
|
|
$
|
18,002
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
•
|
continuing to negatively impact our affiliate revenues, as consumers may seek to reduce discretionary spending by cutting back or foregoing subscriptions to cable television or other multichannel video programming distributors (“MVPDs”) and virtual MVPDs;
|
•
|
negatively impacting on our financial condition or our ability to fund operations or future investment opportunities due to an increase in the cost or difficulty in obtaining debt or equity financing, or refinancing our debt in the future, or our ability to comply with the leverage covenant in our Credit Facility;
|
•
|
impairments of our programming and other inventory, goodwill and other indefinite-lived intangible assets, and other long-lived assets; and
|
•
|
increased cyber and payment fraud risk, as cybercriminals attempt to profit from the disruption, given increased online activity.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 6.
|
Exhibits.
|
Exhibit No.
|
Description of Document
|
||
(4
|
)
|
|
Instruments defining the rights of security holders, including indentures
|
|
(a)
|
Form of 4.200% Senior Notes due 2032 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of ViacomCBS Inc. filed May 19, 2020) (File No. 001-09553).
|
|
|
(b)
|
Form of 4.950% Senior Notes due 2050 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of ViacomCBS Inc. filed May 19, 2020) (File No. 001-09553).
|
|
|
(c)
|
Form of 4.750% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of ViacomCBS Inc. filed April 1, 2020) (File No. 001-09553).
|
|
|
(d)
|
Form of 4.950% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of ViacomCBS Inc. filed April 1, 2020) (File No. 001-09553).
|
|
(10
|
)
|
|
Material Contracts
|
|
(a)
|
Employment Agreement, dated as of June 30, 2020, between ViacomCBS Inc. and Naveen Chopra (filed herewith).
|
|
|
(b)
|
Letter Agreement, dated as of June 30, 2020, between ViacomCBS Inc. and Naveen Chopra (filed herewith).
|
|
|
(c)
|
Letter Agreement, dated as of July 24, 2020, between ViacomCBS Inc. and Christina Spade (filed herewith).
|
|
(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
|
)
|
|
Interactive Data File
|
|
|
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 Inline XBRL Taxonomy Extension Schema.
|
|
|
|
101. CAL Inline XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101. DEF Inline XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101. LAB Inline XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
|
|
|
(104
|
)
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
VIACOMCBS INC.
(Registrant)
|
|
|
Date: August 6, 2020
|
/s/ Christina Spade
|
|
Christina Spade
Executive Vice President,
Chief Financial Officer
|
|
|
Date: August 6, 2020
|
/s/ Katherine Gill-Charest
|
|
Katherine Gill-Charest
Executive Vice President, Controller and
Chief Accounting Officer
|
(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 determine 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 150% 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. Notwithstanding the foregoing, your 2020 Bonus will be guaranteed at your
|
(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 ViacomCBS without the prior written consent of ViacomCBS. 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. Nothing in the foregoing shall prevent you from serving on up to two (2) boards, so long as you comply with the process outlined in and receive the approvals necessary per the Company’s
|
(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(b)(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 ViacomCBS; or
|
2.
|
Interfere with, disturb or interrupt the relationships (whether or not such relationships have been reduced to formal contracts) of ViacomCBS 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 the sole owner throughout the universe of any and all rights of every nature in such works, with the right to use, license or dispose of the works in perpetuity 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.
|
(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 deem useful or desirable 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 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 duties or responsibilities substantially inconsistent with your position(s) or duties; (ii) the material diminution of your duties, responsibilities or authority, including as the Chief Financial Officer of a publicly traded company; (iii) a material reduction of your Salary, Target Bonus or target long-term incentive compensation amount, including a reduction from the levels to which they may be increased during the Contract Term; or (iv) the material breach by the Company of any material obligation under this Agreement.
|
(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 one (1) year 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(b)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the 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
|
(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(b)(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 long-term incentive plans in effect from time to time:
|
(vi)
|
All restricted share units or restricted shares granted to you under any of the Company’s long-term incentive plans in effect from time to time 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 of the Company’s long-term plans in effect from time to time, unless otherwise provided herein or under the terms of the applicable long-term incentive plan;
|
(vii)
|
All performance share units granted to you under any of the Company’s equity incentive plans as in effect from time to time that have not vested as of your Separation Date, but that would have vested on or before the end of shall become fully vested on the later of your Separation Date or upon receipt of a Release
|
(vii)
|
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 from Service and instead shall be paid or provided on the first day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the extent that such payments and benefits, in the aggregate, exceed the lesser of an amount equal to (x) two (2) times your annualized compensation (as determined under the Code Section 409A regulations) and (y) two (2) times the applicable Code Section 401(a)(17) annual compensation limit for the year in which your termination occurs; provided, further, that any payments made during such six (6) month period shall first be made to cover all costs relating to medical, dental and life insurance coverage to which you are entitled under this Agreement and thereafter shall be made in respect of other amounts or benefits owed to you.
|
(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
|
(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 (x) to apply only to that part of the Company’s fiscal year which falls within the Contract Period and (y) 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 Company’s fiscal year which falls within the Contract Period only (x) in the event that the Company terminates your employment without Cause prior to the date on which employees of the Company become entitled to Bonus under the STIP, (y) as provided in paragraph 11(b)(ii) or (z) as provided in the STIP.
|
(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,
|
||
|
|
|
VIACOMCBS INC.
|
||
|
|
|
By:
|
/s/ Nancy Phillips
|
|
|
Nancy Phillips
|
|
|
Executive Vice President,
|
|
|
Chief People Officer
|
[INSERT NAME OF EMPLOYER]
|
||
|
|
|
By:
|
|
|
|
[Insert name of Company representative]
|
|
|
Insert title of Company representative]
|
THE EXECUTIVE
|
|
|
|
[Insert name of Executive]
|
|
|
|
Dated:
|
|
Very truly yours,
|
||
|
|
|
VIACOMCBS INC.
|
||
By:
|
/s/ Nancy Phillips
|
|
|
Name:
|
Nancy Phillips
|
|
Title:
|
Executive Vice President,
|
|
|
Chief People Officer
|
ACCEPTED AND AGREED:
|
|
|
|
/s/ Naveen Chopra
|
|
Naveen Chopra
|
|
|
|
Dated:
|
Jun 30, 2020
|
|
|
Very truly yours,
|
|||
|
|
|
|
VIACOMCBS INC.
|
|||
|
|
|
|
|
By:
|
/s/ Nancy Phillips
|
|
|
|
Name:
|
Nancy Phillips
|
|
|
Title:
|
Executive Vice President,
|
|
|
|
Chief People Officer
|
ACCEPTED AND AGREED:
|
|
|
|
/s/ Christina Spade
|
|
Christina Spade
|
|
|
|
Dated:
|
Jul 23, 2020
|
|
|
|
|
|
/s/ Christina Spade
|
||
Christina Spade
|
||
|
|
|
|
|
|
VIACOMCBS INC.
|
||
|
||
/s/ Nancy Phillips
|
||
Nancy Phillips
|
||
Executive Vice President,
|
||
Chief People Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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
|
|
August 6, 2020
|
|
/s/ Christina Spade
|
|
Christina Spade
|
|
August 6, 2020
|
|