0000813828-20-000013 | 10-K | XBRL Viewer

Programming and Other Inventory

2) PROPERTY AND EQUIPMENT



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

(a) Accumulated amortization of finance leases was $160 million and $279 million at December 31, 2019 and 2018, respectively.



Year Ended December 31,	2019		2018		2017
Depreciation expense, including amortization of finance leases ^(a)	$	366	$	382	$	395

(a) Amortization expense related to finance leases was $23 million, $28 million and $32 million in 2019, 2018 and 2017, respectively.

During 2019, we completed the sale of our CBS Television City property and sound stage operation (“CBS Television City”) for $750 million. We have guaranteed a specified level of cash flows to be generated by the business during the first five years following the completion of the sale. Included on the Consolidated Balance Sheet at December 31, 2019 is a liability of $124 million, reflecting the present value of the estimated amount payable under the guarantee obligation. This transaction resulted in a gain of $549 million ($386 million, net of tax), which included a reduction for the guarantee obligation. CBS Television City was classified as held for sale on the Consolidated Balance Sheet at December 31, 2018.

In 2017, we recorded a net gain of $19 million relating to the disposition of property and equipment, which is included within “Gain on sale of assets” on the Consolidated Statement of Operations.

Programming and Other Inventory

12 Months Ended

Dec. 31, 2019

Inventory Disclosure [Abstract]

3) PROGRAMMING AND OTHER INVENTORY



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

We expect to amortize approximately $2.95 billion of our internally produced television and film programming inventory, including released and completed, not yet released, during the year ended December 31, 2020. In addition, while it is difficult to determine the precise timing of the amortization of the remaining internally produced programming, we estimate that substantially all of the released internally produced television programming and 85% of the film inventory at December 31, 2019 will be amortized over the next three years.

During 2019, we recorded programming charges of $589 million. See Note 5 for additional information.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

4) GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and Intangible Assets Impairment Test

We perform a fair value-based impairment test of goodwill and intangible assets with indefinite lives, comprised primarily of television FCC licenses in the U.S. and broadcast licenses in Australia, on an annual basis, and also between annual tests if an event occurs or if circumstances change that would more likely than not reduce the fair value of a reporting unit or an indefinite-lived intangible asset below its carrying value.

FCC licenses are tested for impairment at the geographic market level. We consider each geographic market, which is comprised of all of our television stations within that geographic market, to be a single unit of accounting because the FCC licenses at this level represent their highest and best use. At December 31, 2019, we had 14 television markets with FCC license book values. For broadcast licenses in Australia, we consider all of our licenses within the country to be a single unit of accounting because this represents their highest and best use.

Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below. At December 31, 2019, we had six reporting units with goodwill balances, which were determined based on the post-Merger reporting structure.

For our annual impairment test, we perform qualitative assessments for the reporting units, U.S. television markets with FCC licenses, and Australian broadcast licenses that management estimates have fair values that significantly exceed their respective carrying values. In making this determination, we also consider the duration of time since a quantitative test was performed. For the 2019 annual impairment test, we performed qualitative assessments for all of our U.S. television markets and all of our reporting units. As of the date of our annual impairment tests, which were performed prior to the Merger, we had ten reporting units. For each reporting unit, we weighed the relative impact of factors that are specific to the reporting unit as well as industry and macroeconomic factors. For each television market, we weighed the relative impact of market-specific and macroeconomic factors. Based on the qualitative assessments, considering the aggregation of the relevant factors, we concluded that it is not more likely than not that the fair values of these reporting units and the fair value of FCC licenses within each market are less than their respective carrying values. Therefore, performing the quantitative impairment test was unnecessary.

As of the closing date of the Merger on December 4, 2019, we performed qualitative assessments on the pre-Merger reporting units that were to be combined as a result of the new reporting structure, as well as the post-Merger reporting units that resulted from this combination. Based on these assessments, we concluded that there were no changes to the conclusions reached in our annual impairment test.

A quantitative impairment test of broadcast licenses calculates an estimated fair value using the Greenfield Discounted Cash Flow Method, which values a hypothetical start-up station in the relevant market by adding discounted cash flows over a five-year build-up period to a residual value. The assumptions for the build-up period include industry projections of overall market revenues; the start-up station’s operating costs and capital expenditures, which are based on both industry and internal data; and average market share. The discount rate is determined based on the industry and market-based risk of achieving the projected cash flows, and the residual value is calculated using a perpetual nominal growth rate, which is based on projected long-range inflation and industry projections.

For 2019, we performed a quantitative impairment test for our Australian broadcast licenses. The discount rate and perpetual nominal growth rate were 11% and 0.5%, respectively. The impairment test indicated that the estimated fair value of the broadcast licenses was lower than the carrying value, which was the result of a sustained decline in the advertising marketplace in Australia. Accordingly, we recorded an impairment charge during the fourth quarter of 2019 of $20 million, which is included within “Depreciation and amortization” on the Consolidated Statements of Operations, and recorded in our Cable Networks segment.

The following tables present the changes in the book value of goodwill by segment for the years ended December 31, 2019 and 2018.



	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

(a) Primarily reflects the acquisitions of Pluto Inc. and Pop TV.



	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

Our intangible assets were as follows:



			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

Amortization expense was as follows:



Year Ended December 31,	2019			2018			2017
Amortization expense ^(a)		$	77		$	51		$	48

(a) For 2019, amortization expense includes an impairment charge of $20 million, which reduced the carrying value of broadcast licenses in Australia to their fair value.

We expect our aggregate annual amortization expense for existing intangible assets subject to amortization for each of the years, 2020 through 2024, to be as follows:



	2020			2021			2022			2023			2024
Future amortization expense		$	64		$	55		$	52		$	47		$	39

Restructuring, Programming Charges and Other Corporate Matters

12 Months Ended

Dec. 31, 2019

Restructuring Charges [Abstract]

Restructuring, Programming Charges and Other Corporate Matters

5) RESTRUCTURING, PROGRAMMING CHARGES AND OTHER CORPORATE MATTERS

During the years ended December 31, 2019, 2018 and 2017, we recorded restructuring charges, merger-related costs, programming charges and costs for other corporate matters as follows:



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

Restructuring Charges and Related Costs

During the year ended December 31, 2019, we recorded restructuring charges of $424 million, primarily for severance and the acceleration of stock-based compensation in connection with the Merger; costs related to a restructuring plan initiated in the first quarter of 2019 under which severance payments are being provided to certain eligible employees who voluntarily elected to participate.

During the year ended December 31, 2018, we recorded restructuring charges of $310 million resulting from cost transformation initiatives to improve margins. In addition, in 2018 we recorded restructuring-related costs of $52 million, comprised of third-party professional services associated with such initiatives.

During the year ended December 31, 2017, we recorded restructuring charges of $258 million, resulting from the execution of a strategy for certain of our flagship brands and strategic initiatives at Paramount, as well as costs relating to other restructuring plans across several of our businesses in a continued effort to reduce our cost structure. The restructuring charges for 2017 included a non-cash impairment charge resulting from the decision to abandon an international trade name in connection with the strategic initiatives.

The following is a rollforward of our restructuring liability, which is recorded in “Other current liabilities” and “Other liabilities” in the Consolidated Balance Sheets. The remaining restructuring liability at December 31, 2019, which primarily relates to severance payments, is expected to be substantially paid by the end of 2021.



	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

(a) Excludes stock-based compensation expense of $67 million and $8 million in 2019 and 2018, respectively.

Merger-related Costs and Other Corporate Matters

In 2019, in addition to the above-mentioned restructuring charges and related costs, we incurred costs of $294 million in connection with the Merger, consisting of financial advisory, legal and other professional fees, transaction-related bonuses, and contractual executive compensation, including the accelerated vesting of stock-based compensation, that was triggered by the Merger. We also incurred costs of $40 million in connection with the settlement of a commercial dispute and $17 million associated with legal proceedings involving the Company (see Note 19) and other corporate matters.

In 2018, we recorded expenses of $128 million primarily for professional fees related to legal proceedings, investigations at our Company and the evaluation of potential merger activity.

Programming Charges

During 2019, in connection with the Merger, we implemented management changes across the organization. In connection with these changes, we performed an evaluation of our programming portfolio across all of our businesses, including an assessment of the optimal use of our programming in the marketplace, which resulted in the identification of programs not aligned with management’s strategy. As a result, we recorded programming charges of $589 million principally reflecting accelerated amortization associated with changes in the expected monetization of certain programs, and decisions to cease airing, alter future airing patterns or not renew certain programs.

During 2018, in connection with management changes, we recorded programming charges of $162 million, relating to changes to our programming strategy, including at CBS Films, which shifted its focus from theatrical films to developing content for our digital streaming services, as well as at our Cable Networks segment where we ceased the use of certain programming.

During 2017, we recorded programming charges of $144 million associated with management’s decision to cease use of certain original and acquired programming, in connection with the execution of a strategy for certain of our flagship brands and strategic initiatives at Paramount.

The programming charges for 2019, 2018, and 2017 were included within “Operating expenses” in the Consolidated Statements of Operations.

Restructuring, Programming Charges and Other Corporate Matters

5) RESTRUCTURING, PROGRAMMING CHARGES AND OTHER CORPORATE MATTERS

During the years ended December 31, 2019, 2018 and 2017, we recorded restructuring charges, merger-related costs, programming charges and costs for other corporate matters as follows:



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

Restructuring Charges and Related Costs



	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

(a) Excludes stock-based compensation expense of $67 million and $8 million in 2019 and 2018, respectively.

Merger-related Costs and Other Corporate Matters

In 2018, we recorded expenses of $128 million primarily for professional fees related to legal proceedings, investigations at our Company and the evaluation of potential merger activity.

Programming Charges

The programming charges for 2019, 2018, and 2017 were included within “Operating expenses” in the Consolidated Statements of Operations.

Related Parties

12 Months Ended

Dec. 31, 2019

Related Parties

6) RELATED PARTIES

National Amusements, Inc. NAI is the controlling stockholder of ViacomCBS and was the controlling stockholder of each of CBS and Viacom prior to the Merger. Sumner M. Redstone is the controlling stockholder, Chairman of the Board of Directors and Chief Executive Officer of NAI. Shari E. Redstone, Mr. Redstone’s daughter, is the President and a director of NAI. She is the non-executive Chair of our Board of Directors and was the non-executive Vice Chair of the Board of Directors of each of CBS and Viacom prior to the Merger. At December 31, 2019, NAI directly or indirectly owned approximately 79.4% of our voting Class A Common Stock and 10.2% of our Class A Common Stock and non-voting Class B Common Stock on a combined basis. NAI is controlled by Mr. Redstone through the Sumner M. Redstone National Amusements Trust (the “SMR Trust”), which owns 80% of the voting interest of NAI, and such voting interest of NAI held by the SMR Trust is voted solely by Mr. Redstone until his incapacity or death. The SMR Trust provides that in the event of Mr. Redstone’s death or incapacity, voting control of the NAI voting interest held by the SMR Trust will pass to seven trustees, who will include Ms. Redstone. No member of our management is a trustee of the SMR Trust. Pursuant to a settlement and release agreement entered into by us, NAI and others, with respect to legal proceedings involving these parties, we paid $30 million for professional fees incurred by NAI during 2018 relating to these legal proceedings, which are included in “Restructuring and other corporate matters” on the Consolidated Statement of Operations for the year ended December 31, 2018.

Other Related Parties. In the ordinary course of business, we are involved in transactions with our equity-method investees, primarily for the licensing of television and film programming. The following table presents the amounts recorded in our consolidated financial statements related to these transactions.



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

Through the normal course of business, we are involved in transactions with other related parties that have not been material in any of the periods presented.

Acquisition and Investments

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Acquisition and Investments

7) ACQUISITIONS AND INVESTMENTS

Pluto TV Acquisition

On March 1, 2019, we acquired Pluto Inc., the provider of Pluto TV, a leading free streaming television service in the U.S., for $324 million, net of cash acquired. The purchase price excludes $18 million of post-combination expenses that are subject to continuous employment and will be recognized over the required service period in the Consolidated Statements of Operations within “Selling, general and administrative expenses”. Pluto TV expands our presence across next-generation distribution platforms and accelerates the growth of our advanced marketing solutions business. Pluto TV is available across mobile devices, desktops, streaming players and game consoles and is integrated across a growing number of Smart TVs and other video and broadband platforms.

The following table summarizes our allocation of the purchase price as of the acquisition date for Pluto TV.



	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

The goodwill, which is not deductible for tax purposes, reflects the Company-specific synergies arising from the acquisition and is included in the Cable Networks segment. Intangible assets consist of distribution relationships, developed technology and trade names, all with useful lives of five years.

The operating results of Pluto TV from the date of acquisition through December 31, 2019 were not material to our consolidated financial statements.

Other Acquisitions

In 2019, we acquired the remaining 50% interest in Pop TV, a general entertainment cable network, for $39 million, net of cash acquired, bringing our ownership to 100%. The assets acquired primarily consist of goodwill and other identifiable intangible assets. The results of Pop TV are included in the Cable Networks segment from the date of acquisition.

In 2018, we made payments totaling $118 million, which were net of cash acquired, for acquisitions that included WhoSay Inc., a leading influence marketing firm; Pop Culture Media, a digital entertainment media company; VidCon LLC, a host of conferences dedicated to online video; and Awesomeness TV Holdings, LLC, a multi-platform media company serving global Gen-Z audiences as a digital-first destination for original programming.

In 2017, we acquired Ten Network Holdings Limited (“Network 10”) for approximately $124 million, net of cash acquired. Included in this acquisition was Network 10, one of three major commercial broadcast networks in Australia, as well as two multi-channel networks, channels One and Eleven. The assets acquired primarily consist of broadcast licenses, net operating loss carryforwards and working capital.

The operating results of these acquisitions were not material to our consolidated financial statements.

Miramax Acquisition

In December 2019, we entered into a definitive agreement with beIN Media Group to acquire a 49% stake in Miramax, a global film and television studio, for $375 million, which includes an upfront cash payment of approximately $150 million, along with a commitment to invest $45 million annually over the next five years, or $225 million, to be used for new film and television productions and working capital. In conjunction with this agreement, we entered into a series of commercial agreements with Miramax under which we will have exclusive, long-term distribution rights to Miramax’s catalog adding more than 700 titles to our existing library. In addition to maximizing library content, the agreement will enable us to co-produce, co-finance and distribute new film and television projects under the Miramax banner. The investment will be accounted for as a consolidated variable interest entity. The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2020.

Investments

At December 31, 2019 and 2018, we had investments of $753 million and $719 million, respectively, consisting of marketable securities, non-marketable equity investments and equity-method investments. Our investments are included in “Other assets” on the Consolidated Balance Sheets.

Investments over which we have significant influence, without a controlling interest, are accounted for under the equity method. Such investments include our 50% interest in the broadcast network, The CW, as well as interests in several international television joint ventures including a 49% interest in a joint venture with a subsidiary of AMC Networks Inc., which owns and operates channels in the United Kingdom and Ireland, including CBS branded channels; a 30% interest in a joint venture with another subsidiary of AMC Networks Inc., which owns and operates cable and satellite channels in Europe, the Middle East and Africa; and a 49% interest in Viacom18, a joint venture in India which owns and operates COLORS pay television channel, a digital advertising platform and a filmed entertainment business. At December 31, 2019 and 2018, respectively, we had $494 million and $573 million of equity-method investments.

Investments without a readily determinable fair value for which we have no significant influence are measured at cost less impairment, if any, and adjusted for any observable price changes. At December 31, 2019 and 2018, respectively, we had $113 million and $112 million of such investments.

The fair value of our marketable securities was $146 million and $34 million as of December 31, 2019 and 2018, respectively, as determined based on quoted market prices in active markets (Level 1 in the fair value hierarchy). During the years ended December 31, 2019 and 2018, we recorded an unrealized gain of $113 million and an unrealized loss of $23 million, respectively, resulting from changes in the fair value of our marketable securities. Beginning in the first quarter of 2018, in connection with the adoption of FASB guidance on financial instruments, changes in the fair value of marketable securities are recognized in the Consolidated Statements of Operations. Prior to the adoption of this guidance, we recorded unrealized gains and losses on marketable securities in other comprehensive income.

We invested $171 million, $161 million and $128 million into our investments during the years ended December 31, 2019, 2018 and 2017, respectively.

In 2019, we completed the sale of an international joint venture resulting in a gain of $10 million. In 2018, we completed the sale of a 1% equity interest in Viacom18 to our joint venture partner for $20 million, resulting in a gain of $16 million. These gains have been included in “Other items, net” in the Consolidated Statements of Operations.

During 2017, we completed the sale of our 49.76% interest in EPIX, a premium entertainment network, for $593 million, net of transaction costs of $4 million, resulting in a gain of $285 million. In addition, prior to the closing of the sale, EPIX paid a dividend, of which our pro rata share was $37 million.

For 2019, 2018, and 2017, included in “Other items, net” on the Consolidated Statements of Operations was $50 million, $46 million and $18 million, respectively, for the impairment of investments without readily determinable fair values.

Variable Interest Entities

In the normal course of business, we enter into joint ventures or make investments with business partners that support our underlying business strategy and provide us the ability to enter new markets to expand the reach of our brands, develop new programming and/or distribute our existing content. In certain instances, an entity in which we make an investment may qualify as a VIE. In determining whether we are the primary beneficiary of a VIE, we assess whether we have the power to direct matters that most significantly impact the activities of the VIE and have the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Consolidated Balance Sheets include assets and liabilities related to consolidated VIEs totaling $141 million and $22 million, respectively, as of December 31, 2019, and $63 million and $4 million, respectively, as of December 31, 2018. In 2017, a consolidated VIE completed the sale of broadcast spectrum in connection with the FCC’s broadcast spectrum auction for $147 million, a portion of which was used to repay outstanding debt, resulting in a pre-tax gain of $127 million, with $11 million attributable to the noncontrolling interest. Other than this gain, the consolidated VIEs’ revenues, expenses and operating income were not significant for all periods presented.

Description of a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. This element may be used as a single block of text to encapsulate the entire disclosure (including data and tables) regarding business combinations, including leverage buyout transactions (as applicable). This disclosure also includes equity investments, or group of investments for which combined disclosure is appropriate, including: (a) the name of each investee and percentage of ownership of common stock, (b) accounting policies for investments in common stock, (c) difference between the amount at which the investment is carried and the amount of underlying equity in net assets and the accounting treatment of the difference, (d) the total fair value of each identified investment for which a market value is available, (e) summarized information as to assets, liabilities, and results of operations of the investees (for investments in unconsolidated subsidiaries, common stock of joint ventures, or other investments using the equity method), and (f) material effects of possible conversions, exercises, or contingent issuances of the investee. Other disclosures include (a) the names of any investee in which the investor owns 20 percent or more of the voting stock and investment is not accounted for using the equity method, and the reasons why not, and (b) the names of any investee in which the investor owns less than 20% of the voting stock and the investment is accounted for using the equity method, and the reasons why it is. Additionally, this disclosure includes activity related to variable interest entities (VIE), including, but not limited to the nature, purpose, size, and activities of the VIE, the carrying amount and classification of consolidated assets that are collateral for the VIE's obligations, lack of recourse if creditors (or beneficial interest holders) of a consolidated VIE have no recourse to the general credit of the primary beneficiary. An enterprise that holds a significant variable interest in a VIE but is not the primary beneficiary may disclose the nature of its involvement with the VIE and when that involvement began, the nature, purpose, size, and activities of the VIE and the enterprise's maximum exposure to loss as a result of its involvement with the VIE.

+ References + Details

Debt

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Debt

8) DEBT

Our debt consists of the following:



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

(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.

During the year ended December 31, 2019, we issued $500 million of 4.20% senior notes due 2029. We used the net proceeds from this issuance in the redemption of our $600 million outstanding 2.30% senior notes due August 2019. During 2019, we also repaid the $220 million aggregate principal amount of our 5.625% senior notes due September 2019 and the $90 million aggregate principal amount of our 2.75% senior notes due December 2019.

During the year ended December 31, 2018, we redeemed $1.13 billion of senior notes and debentures for a redemption price of $1.10 billion, resulting in a pre-tax gain on early extinguishment of debt of $18 million ($14 million, net of tax).

During the year ended December 31, 2017, we issued $3.10 billion of senior notes and junior subordinated debentures. Also during 2017, we redeemed and repaid $4.67 billion of senior notes, of which $4.27 billion was redeemed prior to maturity, resulting in a pre-tax loss on early extinguishment of debt of $38 million ($21 million, net of tax).

Our 5.875% junior subordinated debentures due February 2057 and 6.25% junior subordinated debentures due February 2057 accrue interest at the stated fixed rates until February 28, 2022 and February 28, 2027, respectively, on which dates the rates will switch to floating rates based on three-month LIBOR plus 3.895% and 3.899%, respectively, reset quarterly. These debentures can be called by us at any time after the expiration of the fixed-rate period.

The interest rate payable on our 2.25% senior notes due February 2022 and 3.45% senior notes due October 2026, collectively the “Senior Notes”, will be subject to adjustment from time to time if Moody’s Investor Services, Inc. or S&P Global Ratings downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Senior Notes. The interest rate on these Senior Notes would increase by 0.25% upon each credit agency downgrade up to a maximum of 2.00%, and would similarly be decreased for subsequent upgrades. At December 31, 2019, the outstanding principal amount of our 2.25% senior notes due February 2022 and 3.45% senior notes due October 2026 was $50 million and $124 million, respectively.

Some of our outstanding notes and debentures provide for certain covenant packages typical for an investment grade company. There is an acceleration trigger for the majority of the notes and debentures in the event of a change in control under specified circumstances coupled with ratings downgrades due to the change in control, as well as certain optional redemption provisions for our junior debentures.

At December 31, 2019, our scheduled maturities of long-term debt at face value, excluding finance leases, and the related interest payments were as follows:



																2025 and
	2020			2021			2022			2023			2024			Thereafter
Long-term debt		$	—		$	1,400		$	945		$	2,465		$	1,092	$	12,584

Commercial Paper

We had outstanding commercial paper borrowings under our $2.50 billion commercial paper program of $699 million and $674 million at December 31, 2019 and 2018, respectively, each with maturities of less than 90 days. The weighted average interest rate for these borrowings was 2.07% and 3.02% at December 31, 2019 and 2018, respectively.

In January 2020, our commercial paper program was increased to $3.50 billion in conjunction with the new $3.50 billion revolving credit facility described below.

Credit Facility

At December 31, 2019, we had a $2.50 billion revolving credit facility held by CBS prior to the Merger (the “CBS Credit Facility”) with a maturity in June 2021 and a $2.50 billion revolving credit facility held by Viacom prior to the Merger (the “Viacom Credit Facility”), with a maturity in February 2024. At December 31, 2019, we had no borrowings outstanding under the CBS Credit Facility or the Viacom Credit Facility and the remaining availability, net of outstanding letters of credit, was $2.50 billion for each facility.

In January 2020, the CBS Credit Facility was terminated and the Viacom Credit Facility was amended and restated to a $3.50 billion revolving credit facility with a maturity in January 2025 (the “Credit Facility”). The credit facility is used for general corporate purposes and to support commercial paper outstanding, if any. We may, at our option, also borrow in certain foreign currencies up to specified limits under the Credit Facility. Borrowing rates under the Credit Facility are determined at our option at the time of each borrowing and are based generally on the prime rate in the U.S. or LIBOR plus a margin based on our senior unsecured debt rating. The Credit Facility requires our Consolidated Total Leverage Ratio to be less than 4.5x (which we may elect to increase to 5.0x for up to four consecutive quarters following a qualified acquisition) at the end of each quarter, to be applied retrospectively from December 31, 2019. The Consolidated Total Leverage Ratio reflects the ratio of our Consolidated Indebtedness at the end of a quarter, to our Consolidated EBITDA (each as defined in the amended credit agreement) for the trailing twelve-month period. We met the covenant as of December 31, 2019.

Leases

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

9) LEASES

On January 1, 2019, we adopted FASB guidance on the accounting for leases. We applied the modified retrospective method of adoption and therefore, results for reporting periods beginning after January 1, 2019 are presented under the new guidance while prior periods have not been adjusted.

The adoption of this guidance resulted in the recognition on the Consolidated Balance Sheet of right-of-use assets and lease liabilities representing the present value of future lease payments of all leases with terms in excess of one year. At December 31, 2019, the following amounts were recorded on the Consolidated Balance Sheet relating to our leases.



	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	%

For existing leases at the time of adoption, we elected to not reassess (i) whether each contract is or contains a lease, (ii) the classification of leases as operating or finance leases, and (iii) initial direct costs for existing leases.

Lessee Contracts

We have operating leases primarily for office space, equipment, satellite transponders and studio facilities. We also have finance leases for satellite transponders and equipment. Lease costs are generally fixed, with certain contracts containing variable payments for non-lease costs based on usage and escalations in the lessors’ annual costs.

The following table presents our lease cost.



	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

(a) Includes fixed lease costs and non-lease costs (consisting of other occupancy and service costs relating to the use of an asset) associated with long-term operating leases.

(b) Includes costs capitalized in programming assets during the period for leased assets used in the production of programming.

(c) Short-term leases have a term of 12 months or less and exclude month-to-month leases. Short-term leases are not recorded on the Consolidated Balance Sheet.

(d) Primarily includes non-lease costs (consisting of other occupancy and service costs relating to the use of an asset) and costs for equipment leases that vary based on usage.

The following table presents supplemental cash flow information related to our leases.



	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

The expected future payments relating to our operating and finance lease liabilities at December 31, 2019 are as follows:



	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

The following table presents the future payments under our operating and finance leases as of December 31, 2018 based on lease guidance in effect prior to the adoption of new FASB lease guidance on January 1, 2019.



	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

(a) Future minimum operating lease payments have been reduced by future minimum sublease income of $57 million. Rent expense based on lease guidance in effect prior to January 1, 2019 was $474 million in 2018 and $449 million in 2017. Included in net earnings (loss) from discontinued operations was rent expense of $32 million in 2017.

As of December 31, 2019, we had signed additional operating leases with lease terms ranging from two to 11 years that have not yet commenced. The total future undiscounted lease payments under these leases are

$98 million, which were not recorded on the Consolidated Balance Sheet at December 31, 2019.

Lessor Contracts

We enter into operating leases for the use of our owned production facilities and office buildings. Lease payments received under these agreements consist of fixed payments for the rental of space and certain building operating costs, as well as variable payments based on usage of production facilities and services, and escalating costs of building operations. We recorded total lease income of $149 million, including both fixed and variable amounts, for the year ended December 31, 2019.

At December 31, 2019, future fixed lease income under noncancellable operating leases is as follows:



2020	$	68
2021	52
2022	45
2023	44
2024	36
2025 and thereafter	57
Total	$	302

9) LEASES



	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	%

Lessee Contracts

The following table presents our lease cost.



	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

(a) Includes fixed lease costs and non-lease costs (consisting of other occupancy and service costs relating to the use of an asset) associated with long-term operating leases.

(b) Includes costs capitalized in programming assets during the period for leased assets used in the production of programming.

(c) Short-term leases have a term of 12 months or less and exclude month-to-month leases. Short-term leases are not recorded on the Consolidated Balance Sheet.

(d) Primarily includes non-lease costs (consisting of other occupancy and service costs relating to the use of an asset) and costs for equipment leases that vary based on usage.

The following table presents supplemental cash flow information related to our leases.



	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

The expected future payments relating to our operating and finance lease liabilities at December 31, 2019 are as follows:



	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

$98 million, which were not recorded on the Consolidated Balance Sheet at December 31, 2019.

Lessor Contracts

At December 31, 2019, future fixed lease income under noncancellable operating leases is as follows:



2020	$	68
2021	52
2022	45
2023	44
2024	36
2025 and thereafter	57
Total	$	302

Derivative Instruments and Hedging Activities Disclosure [Abstract]

9) LEASES



	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	%

Lessee Contracts

The following table presents our lease cost.



	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

(a) Includes fixed lease costs and non-lease costs (consisting of other occupancy and service costs relating to the use of an asset) associated with long-term operating leases.

(b) Includes costs capitalized in programming assets during the period for leased assets used in the production of programming.

(c) Short-term leases have a term of 12 months or less and exclude month-to-month leases. Short-term leases are not recorded on the Consolidated Balance Sheet.

(d) Primarily includes non-lease costs (consisting of other occupancy and service costs relating to the use of an asset) and costs for equipment leases that vary based on usage.

The following table presents supplemental cash flow information related to our leases.



	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

The expected future payments relating to our operating and finance lease liabilities at December 31, 2019 are as follows:



	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

$98 million, which were not recorded on the Consolidated Balance Sheet at December 31, 2019.

Lessor Contracts

At December 31, 2019, future fixed lease income under noncancellable operating leases is as follows:



2020	$	68
2021	52
2022	45
2023	44
2024	36
2025 and thereafter	57
Total	$	302

Financial Instruments

12 Months Ended

Dec. 31, 2019

Financial Instruments

10) FINANCIAL INSTRUMENTS

The carrying value of financial instruments approximates fair value, except for notes and debentures, which are not recorded at fair value. At December 31, 2019 and 2018, the carrying value of our notes and debentures was $17.98 billion and $18.37 billion, respectively, and the fair value, which is determined based on quoted prices in active markets (Level 1 in the fair value hierarchy) was $20.6 billion and $18.4 billion, respectively.

We use derivative financial instruments primarily to manage our exposure to market risks from fluctuations in foreign currency exchange rates. We do not use derivative instruments unless there is an underlying exposure and, therefore, we do not hold or enter into derivative financial instruments for speculative trading purposes.

Foreign Exchange Contracts

Foreign exchange forward contracts have principally been used to hedge projected cash flows, in currencies such as the British Pound, the Euro, the Canadian Dollar and the Australian Dollar, generally for periods up to 24 months. We designate foreign exchange forward contracts used to hedge committed and forecasted foreign currency transactions as cash flow hedges. Gains or losses on the effective portion of designated cash flow hedges are initially recorded in other comprehensive income (loss) and reclassified to the statement of operations when the hedged item is recognized. Additionally, we enter into non-designated forward contracts to hedge non-U.S. dollar denominated cash flows.

At December 31, 2019 and 2018, the notional amount of all foreign currency contracts was $1.44 billion and $995 million, respectively. For 2019, $833 million related to future production costs and $606 million related to our foreign currency balances and other expected foreign currency cash flows. For 2018, $481 million related to future production costs and $514 million related to our foreign currency balances and other expected foreign currency cash flows.

Gains (losses) recognized on derivative financial instruments were as follows:



Year Ended December 31,	2019				2018			Financial Statement Account
Non-designated foreign exchange contracts		$	(4	)		$	25	Other items, net

The fair value of our derivative instruments was not material to the Consolidated Balance Sheets for any of the periods presented.

We continually monitor our position with, and credit quality of, the financial institutions that are counterparties to our financial instruments. We are exposed to credit loss in the event of nonperformance by the counterparties to the agreements. However, we do not anticipate nonperformance by the counterparties.

Our receivables do not represent significant concentrations of credit risk at December 31, 2019 and 2018, due to the wide variety of customers, markets and geographic areas to which our products and services are sold.

Fair Value Measurements

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

11) FAIR VALUE MEASUREMENTS

The following tables set forth our assets and liabilities measured at fair value on a recurring basis at December 31, 2019 and 2018. These assets and liabilities have been categorized according to the three-level fair value hierarchy established by the FASB, which prioritizes the inputs used in measuring fair value. Level 1 is based on publicly quoted prices for the asset or liability in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset or liability in inactive markets or quoted prices for similar assets or liabilities. Level 3 is based on unobservable inputs reflecting our own assumptions about the assumptions that market participants would use in pricing the asset or liability.



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

The fair value of marketable securities is determined based on quoted market prices in active markets. The fair value of foreign currency hedges is determined based on the present value of future cash flows using observable inputs including foreign currency exchange rates. The fair value of deferred compensation liabilities is determined based on the fair value of the investments elected by employees.

Stockholders' Equity Note [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders' Equity

12) STOCKHOLDERS’ EQUITY

In general, ViacomCBS Class A Common Stock and ViacomCBS Class B Common Stock have the same economic rights; however, holders of ViacomCBS Class B Common Stock do not have any voting rights, except as required by law. Holders of ViacomCBS Class A Common Stock are entitled to one vote per share with respect to all matters on which the holders of ViacomCBS Common Stock are entitled to vote.

Merger with Viacom—At the Effective Time, (1) each share of Viacom Class A Common Stock issued and outstanding immediately prior to the Effective Time, other than shares held directly by Viacom as treasury shares or held by CBS, was converted automatically into 0.59625 shares of ViacomCBS Class A Common Stock, and (2) each share of Viacom Class B Common Stock issued and outstanding immediately prior to the Effective Time, other than shares held directly by Viacom as treasury shares or held by CBS, was converted automatically into 0.59625 shares of ViacomCBS Class B Common Stock, resulting in the issuance of 29 million shares of ViacomCBS Class A Common Stock and 211 million shares of ViacomCBS Class B Common Stock. At the Effective Time, each share of CBS Class A Common Stock and each share of CBS Class B Common Stock issued and outstanding immediately prior to the Effective Time, remained an issued and outstanding share of ViacomCBS Class A Common Stock and ViacomCBS Class B Common Stock, respectively, and was not affected by the Merger.

Dividends—On December 19, 2019, ViacomCBS declared a quarterly cash dividend of $.24 per share on its Class A and Class B Common Stock, resulting in total dividends of $150 million, which were paid on January 10, 2020. Prior to the Merger, Viacom and CBS each declared a quarterly cash dividend during each of the first three quarters of 2019 and during each of the four quarters of 2018 and 2017. During 2019, CBS declared total per share dividends of $.54, resulting in total dividends of $205 million. For each of the years ended December 31, 2018 and 2017, CBS declared total per share dividends of $.72, resulting in total annual dividends of $274 million and $289 million, respectively. During 2019, Viacom declared total per share dividends of $.60, resulting in total dividends of $245 million. For each of the years ended December 31, 2018 and 2017, Viacom declared total per share dividends of $.80, resulting in total annual dividends of $325 million and $323 million, respectively. For 2017, dividends were recorded as a reduction to additional paid-in capital as we had an accumulated deficit balance. During 2018, our retained earnings became positive and as a result, dividends for 2018 were recorded as a reduction to additional paid-in-capital until such time as retained earnings became positive. For the remainder of 2018 and for 2019, dividends have been recorded to retained earnings.

Treasury Stock—During December 2019, we repurchased 1.2 million shares of ViacomCBS Class B Common Stock under our share repurchase program for $50 million, at an average cost of $40.78 per share. At December 31, 2019, $2.41 billion of authorization remained under the share repurchase program.

In the Merger, all shares of Viacom Class B Common Stock held by Viacom as treasury stock were canceled and recorded to additional paid-in-capital.

Conversion Rights—Holders of Class A Common Stock have the right to convert their shares to Class B Common Stock as long as there are at least 5,000 shares of Class A Common Stock outstanding. Conversions of Class A Common Stock into Class B Common Stock were 12.2 million for 2019 and 2.5 million for 2018. Conversions of Class A Common Stock into Class B Common Stock for 2017 were minimal.

Accumulated Other Comprehensive Income (Loss)—The following table presents the changes in the components of accumulated other comprehensive income (loss).



					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	)

(a) Reflects amortization of net actuarial losses, which, for the year ended December 31, 2017 includes the accelerated recognition of a portion of the unamortized actuarial losses as a result of pension settlements (see Note 15).

(b) Reflects the reclassification of certain income tax effects of the Tax Reform Act on items within accumulated other comprehensive loss to retained earnings upon the adoption of new FASB guidance (see Note 1).

The net actuarial loss and prior service cost related to pension and other postretirement benefit plans included in other comprehensive income (loss) is net of a tax benefit (provision) for the years ended December 31, 2019, 2018 and 2017 of $44 million, $23 million and $(90) million, respectively. The unrealized gain on available-for-sale securities included in other comprehensive income for 2017 is net of a tax provision of $18 million.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

13) STOCK-BASED COMPENSATION

We have equity incentive plans (the “Plans”) under which stock options and RSUs are issued. The purpose of the Plans is to benefit and advance the interests of our company by attracting, retaining and motivating participants and to compensate participants for their contributions to the financial success of our company. The Plans provide for awards of stock options, stock appreciation rights, restricted and unrestricted shares, RSUs, dividend equivalents, performance awards and other equity-related awards. Upon exercise of stock options or vesting of RSUs, we issue new shares from our existing authorization. At December 31, 2019, there were 48 million shares available for future grant under the Plans. Prior to the Merger, stock-based compensation awards were also granted under Viacom’s equity incentive plans. Upon exercise of stock options or vesting of RSUs under Viacom’s equity incentive plans, shares were either issued from Viacom’s existing authorization or from treasury stock.

At the Effective Time, each RSU for Viacom Class B common stock was converted into 0.59625 RSUs for ViacomCBS Class B Common Stock and each outstanding stock option for Viacom Class B common stock was converted into 0.59625 options for ViacomCBS Class B common stock. The exercise price of stock options was

adjusted by dividing the exercise price of the Viacom stock options by 0.59625. RSU and stock option information is presented herein as if Viacom and CBS had been combined for all periods presented, unless otherwise noted.

The following table summarizes stock-based compensation expense for the years ended December 31, 2019, 2018 and 2017.



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

(a) 2019 primarily reflects accelerations triggered by the Merger and other restructuring activities. 2018 includes forfeitures of $28 million and accelerations of $14 million related to changes in senior management and other restructuring activities. 2017 reflects accelerations related to restructuring activities.

RSUs and PSUs

Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a one- to four-year service period. Certain RSU awards are also subject to satisfying internal performance conditions. Compensation expense is recorded based on the probable outcome of the internal performance conditions. Forfeitures for RSUs are estimated on the date of grant based on historical forfeiture rates. We adjust the compensation expense based on actual forfeitures and on an annual basis we revise the forfeiture rate as necessary. RSUs accrue dividends each time we declare a quarterly cash dividend, which are paid upon vesting when the shares are delivered and are forfeited if the award does not vest.

The weighted average grant date fair value of RSUs granted was $41.71, $53.90 and $64.26 in 2019, 2018, and 2017, respectively. The total market value of RSUs that vested during 2019, 2018, and 2017 was $159 million, $158 million and $228 million, respectively. Total unrecognized compensation cost related to non-vested RSUs at December 31, 2019 was $445 million which is expected to be recognized over a weighted average period of 3.0 years.

During 2018 and 2017, we also granted PSU awards. The number of shares to be issued upon vesting of the PSUs was based on the stock price performance of CBS Class B Common Stock or the total shareholder return of Viacom Class B Common Stock measured against the companies comprising the S&P 500 Index, as applicable, over a designated measurement period, as well as the achievement of established operating goals. The fair value of PSU awards is determined using a Monte Carlo simulation model. Compensation expense for PSUs is expensed over the required employee service period. The fair value of the PSU awards granted during the years ended December 31, 2018 and 2017 was $35 million and $32 million, respectively. There were no PSU awards granted in 2019. As a result of the Merger, all outstanding PSU awards for which the performance period had not been completed were converted into time-based RSUs based on the target number of shares included in the terms of the original PSU award.

The following table summarizes our RSU and PSU share activity:



				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

Stock Options

Compensation expense for stock options is determined based on the grant date fair value of the award calculated using the Black-Scholes options-pricing model. Stock options generally vest over a three- to four-year service period and expire eight years from the date of grant. Forfeitures are estimated on the date of grant based on historical forfeiture rates. We adjust the compensation expense based on actual forfeitures.

The weighted average fair value of stock options granted for CBS Class B Common Stock as of the grant date was $14.48 and $17.50 in 2018 and 2017, respectively. CBS did not have any stock option grants in 2019. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:



	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

The weighted average fair value of stock options granted for Viacom Class B Common Stock as of the grant date, adjusted by the conversion ratio of 0.59625, was $13.77 and $12.08 in 2018 and 2017, respectively. Viacom did not have any stock option grants in 2019. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions in effect for Viacom at the time of grant:



	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

The expected stock price volatility for stock options for CBS Class B Common Stock was determined using a weighted average of historical volatility for CBS Class B Common Stock and implied volatility of publicly traded options to purchase CBS Class B Common Stock. The expected stock price volatility for stock options for Viacom Class B Common Stock was principally determined based on the implied volatility of publicly traded options to purchase Viacom Class B Common Stock. Given the existence of an actively traded market for CBS and Viacom options prior to the closing of the Merger, we were able to derive implied volatility using publicly traded options that were trading near the grant date of the employee stock options at a similar exercise price and a remaining term of greater than one year.

The risk-free interest rate is based on a U.S. Treasury rate in effect on the date of grant with a term equal to the expected term. The expected term is determined based on historical employee exercise and post-vesting termination

behavior. The expected dividend yield represents our future expectation of the annual dividend yield based on the dividend rate on the grant date and historical patterns of dividend changes.

Total unrecognized compensation cost related to non-vested stock option awards at December 31, 2019 was $37 million, which is expected to be recognized over a weighted average period of 2.1 years.

The following table summarizes our stock option activity under the Plans.



				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

The following table summarizes other information relating to stock option exercises during the years ended December 31, 2019, 2018 and 2017.



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

At December 31, 2019, stock options outstanding have a weighted average remaining contractual life of 3.78 years and the total intrinsic value for “in-the-money” options, based on our closing stock price of $41.97, was $11 million. At December 31, 2019 stock options exercisable have a weighted average remaining contractual life of 2.93 years and the total intrinsic value for “in-the-money” exercisable options was $11 million.

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

14) INCOME TAXES

The U.S. and foreign components of earnings from continuing operations before income taxes and equity in earnings (loss) of investee companies were as follows:



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

The components of the (benefit) provision for income taxes were as follows:



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

In addition, included in net loss from discontinued operations was an income tax provision of $12 million for 2019 and $10 million for each of 2018 and 2017.

The equity in earnings (loss) of investee companies is shown net of tax on the Consolidated Statements of Operations. The tax (provisions) benefits relating to earnings and losses from equity investments in 2019, 2018, and 2017 were $19 million, $15 million, and $(10) million, respectively, which represented an effective tax rate of 26.5%, 24.2% and 71.4% for 2019, 2018, and 2017, respectively.

The difference between income taxes expected at the U.S. federal statutory income tax rate (21% in 2019 and 2018 and 35% in 2017) and the (benefit) provision for income taxes is summarized as follows:



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

(a) Reflects a deferred tax benefit resulting from the transfer of intangible assets between our subsidiaries in connection with a reorganization of our international operations. The related deferred tax asset is primarily expected to be realized over the next 25 years.

(b) Reflects tax benefits realized in connection with the preparation of the 2018 federal tax return, based on further clarity provided by the United States government on tax positions relating to the Tax Reform Act.

The following table summarizes the components of deferred income tax assets and liabilities.



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	)

In addition to the deferred income taxes reflected in the table above, included in “Other liabilities” on the Consolidated Balance Sheets are net deferred income tax assets of $10 million and $12 million at December 31, 2019 and 2018, respectively, relating to discontinued operations.

At December 31, 2019, we had federal foreign tax credit carryforwards of $6 million and net operating loss carryforwards for federal, state and local, and foreign jurisdictions of approximately $1.73 billion, the majority of which expire in various years from 2020 through 2039.

The 2019 and 2018 deferred income tax assets were reduced by a valuation allowance of $550 million and $841 million, respectively, principally relating to income tax benefits from capital losses and net operating losses in foreign jurisdictions which are not expected to be realized.

In December 2017, the U.S. government enacted the Tax Reform Act which contained significant changes to U.S. federal tax law, including a reduction in the federal corporate tax rate from 35% to 21% and a one-time transition tax on cumulative foreign earnings and profits. For the year ended December 31, 2017, we recorded a net provisional charge of $28 million, reflecting the estimated transition tax of $455 million on cumulative foreign earnings and profits, offset by an estimated benefit of $427 million to adjust our deferred income tax balances as a result of the reduced corporate income tax rate. During 2018, we completed our analysis of these provisional amounts and recorded a charge of $48 million to adjust the provisional amount of transition tax on cumulative foreign earnings and profits. In January 2019, the U.S. government issued guidance relating to the transition tax, which resulted in a decrease of $146 million to our reserve for uncertain tax positions during 2019 for amounts paid as a result of this guidance; however, it did not have a material impact on the Consolidated Statements of Operations.

The Tax Reform Act includes a deduction for foreign derived intangible income and a tax on global intangible low-taxed income (“GILTI”), which imposes a U.S. tax on certain income earned by our foreign subsidiaries. We elected to treat the tax on GILTI as a period cost when incurred and therefore, the tax on GILTI is included in our tax provision for the years ended December 31, 2019 and 2018.

Generally, the future remittance of foreign undistributed earnings will not be subject to U.S. federal income taxes under the provisions of the Tax Reform Act and as a result, for substantially all of our foreign subsidiaries, we do not intend to assert indefinite reinvestment of both cash held outside of the U.S. and future cash earnings. However, a future repatriation of cash could be subject to state and local income taxes, foreign income taxes, and withholding taxes. Accordingly, we recorded deferred income tax liabilities associated with future repatriations, which were not material to the consolidated financial statements. Additional income taxes have not been provided for outside basis differences inherent in these entities, which could be recognized upon sale or other transaction, as these amounts continue to be indefinitely invested in foreign operations. The determination of the U.S. federal deferred income tax liability for such outside basis difference is not practicable.

The following table sets forth the change in the reserve for uncertain tax positions, excluding related accrued interest and penalties.



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

The reserve for uncertain tax positions of $384 million at December 31, 2019 includes $295 million which would affect our effective income tax rate, including discontinued operations, if and when recognized in future years.

We recognize interest and penalty charges related to the reserve for uncertain tax positions as income tax expense. We recognized interest and penalties of $24 million for each of the years ended December 31, 2019 and 2018 and $16 million for the year ended December 31, 2017, in the Consolidated Statements of Operations. As of December 31, 2019 and 2018, we have recorded liabilities for accrued interest and penalties of $51 million and $47 million, respectively, on the Consolidated Balance Sheets.

ViacomCBS and its subsidiaries file income tax returns with the Internal Revenue Service (“IRS”) and various state and international jurisdictions. For periods prior to the Merger, Viacom and CBS filed separate tax returns. For CBS, the U.S. federal statute of limitations for the 2015 tax year expired in September 2019. During the third quarter of 2019, CBS and the IRS settled the income tax audit for the year 2016, which did not have a material effect on the consolidated financial statements. The IRS commenced its examination of the 2017 tax year during the fourth quarter of 2019 and commenced its examination of the 2018 tax year in February 2020. For Viacom, the IRS began its examination of the 2014 and 2015 tax years in April 2017. Various tax years are also currently under examination by state and local and foreign tax authorities. With respect to open tax years in all jurisdictions, we currently believe that it is reasonably possible that the reserve for uncertain tax positions may decrease by $125 million within the next 12

months primarily related to potential resolutions of matters involving multiple tax periods and jurisdictions; however, it is difficult to predict the final outcome or timing of resolution of any particular tax matter and events could cause our current expectation to change in the future.

Pension and Other Postretirement Benefits

12 Months Ended

Dec. 31, 2019

Retirement Benefits [Abstract]

Pension and Other Postretirement Benefits

15) PENSION AND OTHER POSTRETIREMENT BENEFITS

ViacomCBS and certain of its subsidiaries sponsor qualified and non-qualified defined benefit pension plans, principally non-contributory, covering eligible employees. Our pension plans consist of both funded and unfunded plans. The majority of participants in these plans are retired employees or former employees of previously divested businesses. Most of our pension plans are closed to new entrants and pension plans sponsored by Viacom prior to the Merger are frozen to future benefit accruals. The benefits for some plans are based primarily on an employee’s years of service and average pay near retirement. Benefits under other plans are based primarily on an employee’s pay for each year that the employee participated in the plan. Participating employees are vested in the plans after five years of service. We fund our pension plans in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”), the Pension Protection Act of 2006, the Internal Revenue Code of 1986 and other applicable rules and regulations. Plan assets consist principally of corporate bonds, equity securities, common collective trust funds and U.S. government securities. At December 31, 2019, ViacomCBS Common Stock represented approximately 2.1% of the fair value of plan assets. At December 31, 2018, 2.4% of the fair value of plan assets was invested in CBS Common Stock or Viacom Common Stock.

During 2017, we purchased a group annuity contract under which an insurance company permanently assumed our obligation to pay and administer pension benefits to certain pension plan participants, or their designated beneficiaries, who had been receiving pension benefits. The purchase of this group annuity contract was funded with pension plan assets. As a result, our outstanding pension benefit obligation was reduced by approximately $800 million. In connection with this transaction, we recorded a settlement charge of $352 million in 2017, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. Additionally, during 2017, we made discretionary contributions totaling $600 million to prefund our qualified pension plans.

In addition, ViacomCBS sponsors health and welfare plans that provide postretirement health care and life insurance benefits to eligible retired employees and their covered dependents. Eligibility is based in part on certain age and service requirements at the time of their retirement. Most of the plans are contributory and contain cost-sharing features such as deductibles and coinsurance which are adjusted annually, as well as caps on the annual dollar amount we will contribute toward the cost of coverage. Claims and premiums for which we are responsible are paid with our own funds.

The pension plan disclosures herein include information related to our domestic plans only, unless otherwise noted. At December 31, 2019 and 2018, the Consolidated Balance Sheets include a liability of $80 million and $67 million, respectively, in “Pension and postretirement benefit obligations” relating to our non-U.S. pension plans.

We use a December 31 measurement date for all pension and other postretirement benefit plans.

The following table sets forth the change in benefit obligation for our pension and postretirement benefit plans.



	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

The following table sets forth the change in plan assets for our pension and postretirement benefit plans.



	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

The funded status of pension and postretirement benefit obligations and the related amounts recognized on the Consolidated Balance Sheets were as follows:



	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	)

Our qualified pension plans were underfunded by $734 million and $623 million at December 31, 2019 and 2018, respectively.

The following amounts were recognized in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.



	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

(a) The decrease in 2019 primarily reflects the reclassification of certain income tax effects of the Tax Reform Act on items within accumulated other comprehensive loss to retained earnings upon the adoption of new FASB guidance (see Note 1).

The accumulated benefit obligation for all defined benefit pension plans was $4.87 billion and $4.43 billion at December 31, 2019 and 2018, respectively.

Information for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below.



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

The following tables present the components of net periodic benefit cost and amounts recognized in other comprehensive income (loss).



	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	)

The service cost component of net periodic cost is presented on the Consolidated Statements of Operations within operating income. All other components of net periodic cost are presented below operating income, in “Other items, net” and “Pension settlement charge.” Included in net loss from discontinued operations was net periodic cost of $3 million in 2017.



	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	)

(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net earnings.

Estimated net actuarial losses and prior service costs related to the defined benefit pension plans of approximately $103 million and $1 million, respectively, will be amortized from accumulated other comprehensive loss into net periodic benefit costs in 2020.

Estimated net actuarial gains related to the other postretirement benefit plans of approximately $15 million will be amortized from accumulated other comprehensive loss into net periodic benefit costs in 2020.



	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

N/A - not applicable

The discount rates are determined primarily based on the yield of a portfolio of high quality bonds, providing cash flows necessary to meet the pension plans’ expected future benefit payments, as determined for the projected benefit obligations. The expected return on plan assets assumption is derived using the current and expected asset allocation of the pension plan assets and considering historical as well as expected returns on various classes of plan assets.

The following additional assumptions were used in accounting for postretirement benefits.



	CBS				Viacom
	2019		2018		2019		2018
Projected health care cost trend rate (pre-65)	7.0	%	6.6	%	6.3	%	6.7	%
Projected health care cost trend rate (post-65)	7.0	%	6.6	%	5.7	%	5.9	%
Ultimate trend rate	5.0	%	5.0	%	4.5	%	4.5	%
Year ultimate trend rate is achieved	2025		2023		2026		2026

A one percentage point change in assumed health care cost trend rates would have the following effects:



	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	)

Plan Assets

Prior to the Merger, the investments committees of Viacom and CBS determined the strategies for the investment of pension plan assets. These committees established target asset allocations for our pension plan trusts based upon an analysis of the timing and amount of projected benefit payments, projected company contributions, the expected returns and risk of the asset classes and the correlation of those returns. The target asset allocation for CBS’s domestic pension plans is to invest between 70% - 80% in long duration fixed income investments, 16% - 28% in equity securities and the remainder in cash and other investments. At December 31, 2019, this trust was invested approximately 73% in long duration fixed income securities, 24% in equity investments, and the remainder in cash, cash equivalents and other investments. Long duration fixed income investments consist of a diversified portfolio of fixed income instruments that are substantially investment grade, with a duration that approximates the duration of the liabilities covered by the trust. All equity portfolios are diversified between U.S. and non-U.S. equities and include large and small capitalization equities. The asset allocations are reviewed regularly.

The target asset allocation for Viacom’s domestic pension plans is to invest 70% - 90% in return-seeking investments, 10% - 30% in liability hedging and 0% - 10% in cash and cash equivalents. Return-seeking investments consist of diversified equity and credit funds and liability hedging investments consist of U.S. treasury rate funds. At December 31, 2019, the Viacom Pension Plan was invested 76% in return seeking, 18% in liability hedging and 6% in cash and cash equivalents.

The following tables set forth our pension plan assets measured at fair value on a recurring basis at December 31, 2019 and 2018. These assets have been categorized according to the three-level fair value hierarchy established by the FASB which prioritizes the inputs used in measuring fair value. Level 1 is based on quoted prices for the asset in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset in inactive markets or quoted prices for similar assets. Level 3 is based on unobservable inputs that market participants would use in pricing the asset.



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

(a) Assets categorized as Level 2 reflect investments in money market funds.

(b) Securities of diverse sectors and industries, substantially all investment grade.

(c) In accordance with FASB guidance investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.

(d) Underlying investments consist mainly of U.S. large capitalization and international equity securities.

Money market investments are carried at amortized cost which approximates fair value due to the short-term maturity of these investments. Investments in equity securities are reported at fair value based on quoted market prices on national security exchanges. The fair value of investments in common collective funds and mutual funds are determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by the number of outstanding units. The fair value of U.S. treasury securities is determined based on quoted market prices in active markets. The fair value of government related securities and corporate bonds is determined based on quoted market prices on national security exchanges, when available, or using valuation models which incorporate certain other observable inputs including recent trading activity for comparable securities and broker quoted prices. The fair value of mortgage-backed and asset-backed securities is based upon valuation models which incorporate available dealer quotes, projected cash flows and market information. The fair value of limited partnerships has been estimated using the NAV of the ownership interest. The NAV is determined using quarterly financial statements issued by the partnership which determine the value based on the fair value of the underlying investments.

Future Benefit Payments

Estimated future benefit payments are as follows:



	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

In 2020, we expect to make contributions of approximately $70 million to our non-qualified pension plans to satisfy the benefit payments due under these plans. Also in 2020, we expect to contribute approximately $43 million to our other postretirement benefit plans to satisfy our portion of benefit payments due under these plans.

Multiemployer Pension and Postretirement Benefit Plans

We contribute to a number of multiemployer defined benefit pension plans under the terms of collective bargaining agreements that cover our union-represented employees including talent, writers, directors, producers and other employees, primarily in the entertainment industry. The other employers participating in these multiemployer plans are primarily in the entertainment and other related industries. The risks of participating in multiemployer plans are different from single-employer plans as assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers and if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. In addition, if we choose to stop participating in some of its multiemployer plans we may be required to pay those plans a withdrawal liability based on the underfunded status of the plan.

The financial health of a multiemployer plan is indicated by the zone status, as defined by the Pension Protection Act of 2006. Plans in the red zone are in critical status; those in the yellow zone are in endangered status; and those in the green zone are neither critical nor endangered.

The table below presents information concerning our participation in multiemployer defined benefit pension plans.



	Employer Identification Number/Pension Plan Number	Pension Protection Act		Company Contributions						Expiration Date of Collective Bargaining Agreement
		Zone Status ^(a)		Company Contributions
Pension Plan		2019	2018	2019		2018		2017
AFTRA Retirement Plan^(b)	13-6414972-001	Green	Green	$	12	$	11	$	12	(c)
Directors Guild of America - Producer ^(d)	95-2892780-001	Green	Green	19		15		15		6/30/2020
Producer-Writers Guild of America	95-2216351-001	Green	Green	26		25		22		5/1/2020
Screen Actors Guild - Producers	95-2110997-001	Green	Green	43		36		29		6/30/2020
Motion Picture Industry	95-1810805-001	Green	Green	43		42		40		(e)
I.A.T.S.E. Local No. 33 Pension Trust Fund ^(f)	95-6377503-001	Green	Green	5		10		9		12/31/2019
Other Plans				16		12		10
	Total contributions			$	164	$	151	$	137

(a) The Zone status for each individual plan listed was certified by each plan’s actuary as of the beginning of the plan years for 2019 and 2018. The plan year is the twelve months ending December 31 for each plan listed above except AFTRA Retirement Plan which has a plan year ending November 30.

(b) The Company was listed in AFTRA Retirement Plan’s Form 5500 as providing more than 5% of total contributions for the plan year ended November 30, 2018.

(d) The Company was listed in Directors Guild of America - Producer Pension Plan’s Form 5500 as providing more than 5% of total contributions for the plan year ended December 2018.

(e) The expiration dates range from May 15, 2021 through March 2, 2022.

(f) The Company was listed in I.A.T.S.E. Local No. 33 Pension Trust Fund’s Form 5500 as providing more than 5% of total contributions for the plan year ended December 31, 2018.

As a result of the above noted zone status there were no funding improvements or rehabilitation plans implemented, as defined by ERISA, nor any surcharges imposed for any of the individual plans listed.

We also contribute to multiemployer plans that provide postretirement healthcare and other benefits to certain employees under collective bargaining agreements. The contributions to these plans were $89 million, $74 million and $74 million for the years ended December 31, 2019, 2018 and 2017, respectively.

We recognize the net periodic cost for multiemployer pension and postretirement benefit plans based on the required contributions to the plans.

Defined Contribution Plans

We sponsor defined contribution plans for the benefit of substantially all employees meeting eligibility requirements. Employer contributions to such plans were $95 million, $87 million and $94 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Redeemable Noncontrolling Interest

12 Months Ended

Dec. 31, 2019

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

16) REDEEMABLE NONCONTROLLING INTEREST

We are subject to a redeemable put option, payable in a foreign currency, with respect to an international subsidiary. The put option expires in December 2022 and is classified as “Redeemable noncontrolling interest” in the Consolidated Balance Sheets. The activity reflected within redeemable noncontrolling interest for the years ended December 31, 2019, 2018 and 2017 is presented below.



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

Segment and Revenue Information

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Segment and Revenue Information

17) SEGMENT AND REVENUE INFORMATION

The following tables set forth our financial performance by reportable segment. Our operating segments, which are the same as our reportable segments, have been determined in accordance with our internal management structure, which is organized based upon products and services.



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

Revenues generated between segments primarily reflect advertising and content licensing sales. These transactions are recorded at market value as if the sales were to third parties and are eliminated in consolidation.



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

We present operating income (loss) excluding depreciation and amortization, stock-based compensation, costs for restructuring and other corporate matters, programming charges and gain on sale of assets, each where applicable (“Adjusted OIBDA”), as the primary measure of profit and loss for our operating segments in accordance with FASB guidance for segment reporting. We began presenting Adjusted OIBDA as our segment profit measure in the fourth quarter of 2019 in order to align with the primary method used by our management beginning after the Merger to evaluate segment performance and to make decisions regarding the allocation of resources to our segments. We believe the presentation of Adjusted OIBDA is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by our management and enhances their ability to understand our operating performance. Stock-based compensation is excluded from our segment measure of profit and loss because it is set and approved by our Board of Directors in consultation with corporate executive management.



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

(a) Includes assets held for sale of $33 million at December 31, 2018.

(b) Includes assets held for sale of $23 million at December 31, 2019 and 2018.

The following table presents our revenues disaggregated into categories based on the nature of such revenues.



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

(a) Revenue classifications are based on customers’ locations.



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

(a) Reflects total assets less current assets, investments, goodwill, intangible assets, noncurrent receivables and noncurrent deferred tax assets.

Transactions within the Company between the United States and international regions were not significant.

Discontinued Operations

12 Months Ended

Dec. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

18) DISCONTINUED OPERATIONS

On November 16, 2017, we completed the split-off of CBS Radio through an exchange offer, in which we accepted 17.9 million shares of CBS Class B Common Stock from CBS stockholders in exchange for the 101.4 million shares of CBS Radio common stock that we owned. Immediately following the exchange offer, each share of CBS Radio common stock was converted into one share of Entercom Communications Corp. (“Entercom”) Class A common stock upon completion of the merger of CBS Radio and Entercom. CBS Radio has been presented as a discontinued operation in the consolidated financial statements for all periods presented.

The following table sets forth details of net earnings (loss) from discontinued operations for the year ended December 31, 2017. Net earnings from discontinued operations for the years ended December 31, 2019 and 2018 were not material to our consolidated financial statements.



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	)

(a) During 2017, prior to the split-off, CBS Radio was measured each reporting period at the lower of its carrying amount or fair value less cost to sell. The value of the transaction with Entercom was determined based on Entercom’s stock price at the closing of the transaction and therefore, we recorded a market value adjustment of $980 million in 2017 to adjust the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom.

(b) Primarily reflects a tax benefit from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business that was accounted for as a discontinued operation.

(c) Reflects adjustments to the loss on disposal of our outdoor advertising businesses, primarily from a decrease to the guarantee liability associated with the 2013 disposal of our outdoor advertising business in Europe.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

19) COMMITMENTS AND CONTINGENCIES

Commitments

Our commitments not recorded on the balance sheet primarily consist of programming and talent commitments and purchase obligations for goods and services resulting from our normal course of business.

Our programming and talent commitments, estimated to aggregate $10.36 billion as of December 31, 2019, include $5.39 billion for sports programming rights, $3.80 billion relating to the production and licensing of television and film programming, and $1.17 billion for talent contracts. We also have committed purchase obligations which include agreements to purchase goods or services in the future that totaled $1.52 billion as of December 31, 2019.

Other long-term contractual obligations recorded on the Consolidated Balance Sheet include program liabilities, participations due to producers, residuals, and a tax liability resulting from the enactment of the Tax Reform Act in December 2017. This tax liability reflects the remaining tax on the Company’s historical accumulated foreign earnings and profits, which is payable to the IRS in 2024 and 2025.

At December 31, 2019, commitments for programming and talent and purchase obligations not recorded on the balance sheet, and other long-term contractual obligations recorded on the balance sheet were payable as follows:



	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

We also have long-term operating and finance lease commitments for office space, equipment, transponders and studio facilities, which are recorded on the Consolidated Balance Sheet at December 31, 2019. See Note 9 for detail of our operating and finance lease commitments.

Guarantees

Letters of Credit and Surety Bonds. We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. At December 31, 2019, the outstanding letters of credit and surety bonds approximated $136 million and were not recorded on the Consolidated Balance Sheet.

CBS Television City. During 2019, we completed the sale of CBS Television City. We have guaranteed a specified level of cash flows to be generated by the business during the first five years following the completion of the sale. Included in “Other current liabilities” and “Other liabilities” on the Consolidated Balance Sheet at December 31, 2019 is a liability of $124 million, reflecting the present value of the estimated amount payable under the guarantee obligation.

Lease Guarantees. We have certain indemnification obligations with respect to leases primarily associated with the previously discontinued operations of Famous Players Inc. (“Famous Players”). These lease commitments amounted to $86 million as of December 31, 2019, and are presented on the Consolidated Balance Sheets within “Other liabilities”. The amount of lease commitments varies over time depending on expiration or termination of

individual underlying leases, or the related indemnification obligation, and foreign exchange rates, among other things. We may also have exposure for certain other expenses related to the leases, such as property taxes and common area maintenance. We believe our accrual is sufficient to meet any future obligations based on our consideration of available financial information, the lessees’ historical performance in meeting their lease obligations and the underlying economic factors impacting the lessees’ business models.

In the course of our business, we both provide and receive indemnities which are intended to allocate certain risks associated with business transactions. Similarly, we may remain contingently liable for various obligations of a business that has been divested in the event that a third party does not live up to its obligations under an indemnification obligation. We record a liability for our indemnification obligations and other contingent liabilities when probable and reasonably estimable.

Legal Matters

General. On an ongoing basis, we vigorously defend ourselves in numerous lawsuits and proceedings and respond to various investigations and inquiries from federal, state, local and international authorities (collectively, “litigation’’). Litigation may be brought against us without merit, is inherently uncertain and always difficult to predict. However, based on our understanding and evaluation of the relevant facts and circumstances, we believe that the below-described legal matters and other litigation to which we are a party are not likely, in the aggregate, to have a material adverse effect on our results of operations, financial position or cash flows.

Litigation Relating to the Merger. On September 27, 2019, Bucks County Employees Retirement Fund (the “Bucks County Fund”), a purported holder of CBS Class B Common Stock, served us with a demand for inspection of books and records pursuant to 8 Del. C. § 220 in connection with the Merger (the “Demand”). On October 10, 2019, we offered to produce certain categories of documents properly within the scope of a books and records demand under § 220. The Bucks County Fund rejected our offer and filed litigation in the Court of Chancery of the State of Delaware on October 15, 2019, seeking to compel production of all documents requested in the Demand (the “Section 220 Complaint”). A trial on the Section 220 Complaint took place on November 22, 2019, and the Court ordered limited additional production on November 25, 2019. On December 2, 2019, we certified that we had completed production of all relevant documents. On February 20, 2020, the Bucks County Fund filed a putative derivative and class action complaint in the Court of Chancery of the State of Delaware against Shari Redstone, NAI, Sumner M. Redstone National Amusements Trust (“SMR Trust”), the CBS board of directors (comprised of Candace K. Beinecke, Barbara M. Byrne, Gary L. Countryman, Brian Goldner, Linda M. Griego, Robert N. Klieger, Martha L. Minow, Susan Schuman, Frederick O. Terrell and Strauss Zelnick), former CBS President and Acting Chief Executive Officer Joseph Ianniello and ViacomCBS Inc. The complaint alleges breaches of fiduciary duties to CBS stockholders and waste in connection with the negotiation and approval of the Merger Agreement. The complaint seeks unspecified damages, costs and expenses as well as other relief. We believe that the claims are without merit and we intend to defend against them vigorously. We are currently unable to determine a range of potential liability, if any. Accordingly, no accrual for this matter has been made in our consolidated financial statements.

On January 23, 2020, the Court of Chancery of the State of Delaware consolidated four putative class action suits filed by purported Viacom stockholders against NAI, NAI Entertainment Holdings LLC, Shari E. Redstone, the members of the Viacom special transaction committee of the Viacom board of directors (comprised of Thomas J. May, Judith A. McHale, Ronald L. Nelson and Nicole Seligman) and our President and Chief Executive Officer and director, Robert M. Bakish, in In re Viacom Inc. Stockholders Litigation. The four actions allege breaches of fiduciary duties to Viacom stockholders in connection with the negotiation and approval of the Merger Agreement, and seek unspecified damages, costs and expenses. On February 6, 2020, the Court appointed the California Public Employees’ Retirement System as the lead plaintiff in the consolidated action. We believe that the claims are without merit and we intend to

defend against them vigorously. We are currently unable to determine a range of potential liability, if any. Accordingly, no accrual for this matter has been made in our consolidated financial statements.

Investigation-Related Matters. As announced on August 1, 2018, the CBS Board of Directors (the “CBS Board”) retained two law firms to conduct a full investigation of the allegations in press reports about CBS’ former Chairman of the Board, President and Chief Executive Officer, Leslie Moonves, CBS News and cultural issues at CBS. On December 17, 2018, the CBS Board announced the completion of its investigation, certain findings of the investigation and the CBS Board’s determination, discussed below, with respect to the termination of Mr. Moonves’ employment. We have received subpoenas from the New York County District Attorney’s Office and the New York City Commission on Human Rights regarding the subject matter of this investigation and related matters. The New York State Attorney General’s Office and the United States Securities and Exchange Commission have also requested information about these matters, including with respect to CBS’ related public disclosures. We may continue to receive additional related regulatory and investigative inquiries from these and other entities in the future. We are cooperating with these inquiries.

On August 27, 2018 and on October 1, 2018, each of Gene Samit and John Lantz, respectively, filed putative class action suits in the United States District Court for the Southern District of New York, individually and on behalf of others similarly situated, for claims that are similar to those alleged in the amended complaint described below. On November 6, 2018, the Court entered an order consolidating the two actions. On November 30, 2018, the Court appointed Construction Laborers Pension Trust for Southern California as the lead plaintiff of the consolidated action. On February 11, 2019, the lead plaintiff filed a consolidated amended putative class action complaint against CBS, certain current and former senior executives and members of the CBS Board. The consolidated action is stated to be on behalf of purchasers of CBS Class A Common Stock and Class B Common Stock between September 26, 2016 and December 4, 2018. This action seeks to recover damages arising during this time period allegedly caused by the defendants’ purported violations of the federal securities laws, including by allegedly making materially false and misleading statements or failing to disclose material information, and seeks costs and expenses as well as remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On April 12, 2019, the defendants filed motions to dismiss this action, which the Court granted in part and denied in part on January 15, 2020. With the exception of one statement made by Mr. Moonves at an industry event in November 2017, in which he allegedly was acting as the agent of CBS, all claims as to all other allegedly false and misleading statements were dismissed. We believe that the remaining claims are without merit and we intend to defend against them vigorously. We are currently unable to determine a range of potential liability, if any. Accordingly, no accrual for this matter has been made in our consolidated financial statements.

Separation Agreement. On September 9, 2018, CBS entered into a separation and settlement agreement and releases (the “Separation Agreement”) with Mr. Moonves, pursuant to which Mr. Moonves resigned as a director and as Chairman of the Board, President and Chief Executive Officer of CBS. In October 2018, we contributed $120 million to a grantor trust pursuant to the Separation Agreement. On December 17, 2018, the CBS Board announced that, following its consideration of the findings of the investigation referred to above, it had determined that there were grounds to terminate Mr. Moonves’ employment for cause under his employment agreement with CBS. Any dispute related to the CBS Board’s determination is subject to binding arbitration as set forth in the Separation Agreement. On January 16, 2019, Mr. Moonves commenced a binding arbitration proceeding with respect to this matter and the related CBS Board investigation, which proceeding is ongoing. The assets of the grantor trust will remain in the trust until a final determination in the arbitration. We are currently unable to determine the outcome of the arbitration and the amount, if any, that may be awarded thereunder and, accordingly, no accrual for this matter has been made in our consolidated financial statements.

Claims Related to Former Businesses: Asbestos. We are a defendant in lawsuits claiming various personal injuries related to asbestos and other materials, which allegedly occurred as a result of exposure caused by various products manufactured by Westinghouse, a predecessor, generally prior to the early 1970s. Westinghouse was neither a producer

nor a manufacturer of asbestos. We are typically named as one of a large number of defendants in both state and federal cases. In the majority of asbestos lawsuits, the plaintiffs have not identified which of our products is the basis of a claim. Claims against us in which a product has been identified most commonly relate to allegations of exposure to asbestos-containing insulating material used in conjunction with turbines and electrical equipment.

Claims are frequently filed and/or settled in groups, which may make the amount and timing of settlements, and the number of pending claims, subject to significant fluctuation from period to period. We do not report as pending those claims on inactive, stayed, deferred or similar dockets that some jurisdictions have established for claimants who allege minimal or no impairment. As of December 31, 2019, we had pending approximately 30,950 asbestos claims, as compared with approximately 31,570 as of December 31, 2018 and 31,660 as of December 31, 2017. During 2019, we received approximately 3,460 new claims and closed or moved to an inactive docket approximately 4,080 claims. We report claims as closed when we become aware that a dismissal order has been entered by a court or when we have reached agreement with the claimants on the material terms of a settlement. Settlement costs depend on the seriousness of the injuries that form the basis of the claims, the quality of evidence supporting the claims and other factors. Our total costs for the years 2019 and 2018 for settlement and defense of asbestos claims after insurance recoveries and net of tax were approximately $58 million and $45 million, respectively. Our costs for settlement and defense of asbestos claims may vary year to year and insurance proceeds are not always recovered in the same period as the insured portion of the expenses.

Filings include claims for individuals suffering from mesothelioma, a rare cancer, the risk of which is allegedly increased by exposure to asbestos; lung cancer, a cancer which may be caused by various factors, one of which is alleged to be asbestos exposure; other cancers, and conditions that are substantially less serious, including claims brought on behalf of individuals who are asymptomatic as to an allegedly asbestos-related disease. The predominant number of pending claims against us are non-cancer claims. It is difficult to predict future asbestos liabilities, as events and circumstances may impact the estimate of our asbestos liabilities, including, among others, the number and types of claims and average cost to resolve such claims. We record an accrual for a loss contingency when it is both probable that a liability has been incurred and when the amount of the loss can be reasonably estimated. We believe that our accrual and insurance are adequate to cover our asbestos liabilities. Our liability estimate is based upon many factors, including the number of outstanding claims, estimated average cost per claim, the breakdown of claims by disease type, historic claim filings, costs per claim of resolution and the filing of new claims, as well as consultation with a third party firm on trends that may impact our future asbestos liability.

Other. From time to time we receive claims from federal and state environmental regulatory agencies and other entities asserting that we are or may be liable for environmental cleanup costs and related damages principally relating to our historical and predecessor operations. In addition, from time to time we receive personal injury claims including toxic tort and product liability claims (other than asbestos) arising from our historical operations and predecessors.

Supplemental Financial Information

12 Months Ended

Dec. 31, 2019

Additional Financial Information Disclosure [Abstract]

Supplemental Financial Information

20) SUPPLEMENTAL FINANCIAL INFORMATION

The following table presents the components of Other items, net on the Consolidated Statements of Operations.



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	)

Supplemental Cash Flow Information



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

In addition, during 2017 we received shares with a total value of $1.01 billion upon the split-off of CBS Radio in a noncash disposition (see Note 18).

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

21) QUARTERLY FINANCIAL DATA (unaudited):



	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

(a) On December 4, 2019, Viacom merged with and into CBS, with CBS continuing as the surviving company. At the effective time of the Merger, the combined company changed its name to ViacomCBS Inc. The Merger has been accounted for as a transaction between entities under common control and therefore, the net assets of Viacom were combined with those of CBS at their historical carrying amounts and the companies have been presented on a combined basis for all periods presented.

(b) Includes costs for restructuring and other corporate matters of $178 million in the first quarter, $7 million in the second quarter, $122 million in the third quarter and $468 million in the fourth quarter.

(c) The first quarter includes a gain of $549 million ($386 million, net of tax) on the sale of CBS Television City and a discrete tax benefit of $768 million resulting from the transfer of intangible assets between our subsidiaries in connection with a reorganization of our international operations.

(d) The fourth quarter includes programming charges of $589 million.



	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

(b) Includes costs for restructuring and other corporate matters of $194 million in the first quarter, $50 million in the second quarter, $70 million in the third quarter and $176 million in the fourth quarter.

(c) The fourth quarter includes programming charges of $162 million and the reversal of a valuation allowance of $140 million relating to capital loss carryforwards that were utilized in connection with the sale of CBS Television City in 2019.

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2019

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts



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

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation

Use of Estimates

Business Combinations

Cash and Cash Equivalents

Programming Inventory

Impairment of Long-Lived Assets

Property and Equipment—Property and equipment is stated at cost. Depreciation is calculated using the straight-line method over estimated useful lives as follows:



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

Investment

Goodwill and Intangible Assets

Guarantees

Treasury Stock

Treasury Stock—Treasury stock is accounted for using the cost method. Retirements of treasury stock are reflected as a reduction to additional paid-in capital.

Fair Value Measurements

Derivatives

Pension and Postretirement Benefits

Other Liabilities

Revenues

Advertising revenues are generated by the TV Entertainment and Cable Networks segments.

Affiliate revenues are generated by the TV Entertainment and Cable Networks segments.

Content licensing revenues are generated by the TV Entertainment, Cable Networks and Filmed Entertainment segments.

Collaborative Arrangements

Foreign Currency Translation and Transactions

Advertising

Advertising—Advertising costs are expensed as incurred.

Interest

Income Taxes

Net Earnings (Loss) per Common Share

Stock-based Compensation

Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

Leases

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

Accounting Pronouncements Not Yet Adopted

Simplifying the Accounting for Income Taxes

Improvements to Accounting for Costs of Films and License Agreements for Program Materials

evaluating the impact of this guidance, which is effective for interim and annual periods beginning after December 15, 2019.

Collaborative Arrangements: Clarifying the Interaction with the New Revenue Standard

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract

Changes to the Disclosure Requirements for Defined Benefit Plans

Financial Instruments

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Change In Reporting Entity

The following table provides the impact of the change in reporting entity on our results of operations for periods prior to the Merger.



	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

Reconciliation from Basic to Diluted Shares

Property and Equipment—Property and equipment is stated at cost. Depreciation is calculated using the straight-line method over estimated useful lives as follows:



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



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

(a) Accumulated amortization of finance leases was $160 million and $279 million at December 31, 2019 and 2018, respectively.



Year Ended December 31,	2019		2018		2017
Depreciation expense, including amortization of finance leases ^(a)	$	366	$	382	$	395

(a) Amortization expense related to finance leases was $23 million, $28 million and $32 million in 2019, 2018 and 2017, respectively.

The table below presents a reconciliation of weighted average shares used in the calculation of basic and diluted EPS.



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

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Current Programming and Other Inventory

Property and Equipment—Property and equipment is stated at cost. Depreciation is calculated using the straight-line method over estimated useful lives as follows:



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



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

(a) Accumulated amortization of finance leases was $160 million and $279 million at December 31, 2019 and 2018, respectively.



Year Ended December 31,	2019		2018		2017
Depreciation expense, including amortization of finance leases ^(a)	$	366	$	382	$	395

(a) Amortization expense related to finance leases was $23 million, $28 million and $32 million in 2019, 2018 and 2017, respectively.

Programming and Other Inventory (Tables)

12 Months Ended

Dec. 31, 2019

Inventory Disclosure [Abstract]



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

Noncurrent Programming and Other Inventory



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

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Book Value of Goodwill by Segment

The following tables present the changes in the book value of goodwill by segment for the years ended December 31, 2019 and 2018.



	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

(a) Primarily reflects the acquisitions of Pluto Inc. and Pop TV.



	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

Schedule of Indefinite-lived Intangible Assets

Our intangible assets were as follows:



			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

Schedule of Finite-lived Intangible Assets

Our intangible assets were as follows:



			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

Finite-lived Intangible Assets Amortization Expense

Amortization expense was as follows:



Year Ended December 31,	2019			2018			2017
Amortization expense ^(a)		$	77		$	51		$	48

(a) For 2019, amortization expense includes an impairment charge of $20 million, which reduced the carrying value of broadcast licenses in Australia to their fair value.

Schedule of Expected Amortization Expense

We expect our aggregate annual amortization expense for existing intangible assets subject to amortization for each of the years, 2020 through 2024, to be as follows:



	2020			2021			2022			2023			2024
Future amortization expense		$	64		$	55		$	52		$	47		$	39

Restructuring, Programming Charges and Other Corporate Matters (Tables)

12 Months Ended

Dec. 31, 2019

Restructuring Charges [Abstract]

Restructuring Reserve Rollforward



	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

(a) Excludes stock-based compensation expense of $67 million and $8 million in 2019 and 2018, respectively.

During the years ended December 31, 2019, 2018 and 2017, we recorded restructuring charges, merger-related costs, programming charges and costs for other corporate matters as follows:



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

Related Parties (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Related Party Transactions

In the ordinary course of business, we are involved in transactions with our equity-method investees, primarily for the licensing of television and film programming. The following table presents the amounts recorded in our consolidated financial statements related to these transactions.



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

Acquisition and Investments (Tables)

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Pluto TV Purchase Price Allocation

The following table summarizes our allocation of the purchase price as of the acquisition date for Pluto TV.



	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

Debt (Tables)

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Schedule of Debt

Our debt consists of the following:



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

Scheduled Maturities of Long-term Debt at Face Value

At December 31, 2019, our scheduled maturities of long-term debt at face value, excluding finance leases, and the related interest payments were as follows:



																2025 and
	2020			2021			2022			2023			2024			Thereafter
Long-term debt		$	—		$	1,400		$	945		$	2,465		$	1,092	$	12,584

Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Schedule of Assets and Liabilities, Lessee

At December 31, 2019, the following amounts were recorded on the Consolidated Balance Sheet relating to our leases.



	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

Composition of Lease Cost

The following table presents our lease cost.



	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

(a) Includes fixed lease costs and non-lease costs (consisting of other occupancy and service costs relating to the use of an asset) associated with long-term operating leases.

(b) Includes costs capitalized in programming assets during the period for leased assets used in the production of programming.

(c) Short-term leases have a term of 12 months or less and exclude month-to-month leases. Short-term leases are not recorded on the Consolidated Balance Sheet.

(d) Primarily includes non-lease costs (consisting of other occupancy and service costs relating to the use of an asset) and costs for equipment leases that vary based on usage.



	Leases
	Operating		Finance
Weighted average remaining lease term	9 years		3 years

Weighted average discount rate	4.1	%	4.5	%

Supplemental Cash Flow Information Related to Leases

The following table presents supplemental cash flow information related to our leases.



	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

Lessee, Operating Lease, Future Lease Payments

The expected future payments relating to our operating and finance lease liabilities at December 31, 2019 are as follows:



	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

Lessee, Finance Lease, Future Lease Payments

The expected future payments relating to our operating and finance lease liabilities at December 31, 2019 are as follows:



	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

Lessee, Finance Lease, Future Lease Payments, Prior to Adoption



	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

Lessee, Operating Lease, Future Lease Payments, Prior to Adoption



	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

Lessor, Future Lease Income

At December 31, 2019, future fixed lease income under noncancellable operating leases is as follows:



2020	$	68
2021	52
2022	45
2023	44
2024	36
2025 and thereafter	57
Total	$	302

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments

Gains (losses) recognized on derivative financial instruments were as follows:



Year Ended December 31,	2019				2018			Financial Statement Account
Non-designated foreign exchange contracts		$	(4	)		$	25	Other items, net

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements



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

Stockholders' Equity Note [Abstract]

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2019

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income (Loss)—The following table presents the changes in the components of accumulated other comprehensive income (loss).



					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	)

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

The following table summarizes stock-based compensation expense for the years ended December 31, 2019, 2018 and 2017.



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

Rollforward of RSU Activity

The following table summarizes our RSU and PSU share activity:



				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

Weighted Average Assumptions for Black-Scholes Option Pricing Model

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:



	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

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions in effect for Viacom at the time of grant:



	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

Rollforward of Stock Option Activity

The following table summarizes our stock option activity under the Plans.



				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

Stock Option Exercise Information

The following table summarizes other information relating to stock option exercises during the years ended December 31, 2019, 2018 and 2017.



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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

U.S. and Foreign Components of Earnings From Continuing Operations Before Income Taxes and Equity in Loss of Investee Companies

The U.S. and foreign components of earnings from continuing operations before income taxes and equity in earnings (loss) of investee companies were as follows:



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

Income Tax Provision Components

The components of the (benefit) provision for income taxes were as follows:



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

Reconciliation of U.S. Federal Statutory Income Tax Rate



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

Components of Deferred Income Tax Assets and Liabilities

The following table summarizes the components of deferred income tax assets and liabilities.



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	)

Change in Reserve for Uncertain Tax Positions

The following table sets forth the change in the reserve for uncertain tax positions, excluding related accrued interest and penalties.



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 and Other Postretirement Benefits (Tables)

12 Months Ended

Dec. 31, 2019

Retirement Benefits [Abstract]

Change in Benefit Obligations

The following table sets forth the change in benefit obligation for our pension and postretirement benefit plans.



	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

Change in Plan Assets

The following table sets forth the change in plan assets for our pension and postretirement benefit plans.



	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

Funded Status and Amounts Recognized on Consolidated Balance Sheets

The funded status of pension and postretirement benefit obligations and the related amounts recognized on the Consolidated Balance Sheets were as follows:



	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	)

Amounts Recognized in Accumulated Other Comprehensive Income (Loss)

The following amounts were recognized in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.



	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

Schedule of Accumulated Benefit Obligations in Excess of Plan Assets

Information for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below.



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

Components of Net Periodic Benefit Cost

The following tables present the components of net periodic benefit cost and amounts recognized in other comprehensive income (loss).



	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	)

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)



	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	)

(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net earnings.

Weighted Average Assumptions Used to Determine Benefit Obligations and Net Periodic Costs



	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

N/A - not applicable

Assumptions Regarding Heath Care Cost Trend Rates for Postretirement Benefits

The following additional assumptions were used in accounting for postretirement benefits.



	CBS				Viacom
	2019		2018		2019		2018
Projected health care cost trend rate (pre-65)	7.0	%	6.6	%	6.3	%	6.7	%
Projected health care cost trend rate (post-65)	7.0	%	6.6	%	5.7	%	5.9	%
Ultimate trend rate	5.0	%	5.0	%	4.5	%	4.5	%
Year ultimate trend rate is achieved	2025		2023		2026		2026

Impact of One Percentage Point Change in Assumed Health Care Trend Rates

A one percentage point change in assumed health care cost trend rates would have the following effects:



	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	)

Fair Value of Pension Plan Assets



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

(a) Assets categorized as Level 2 reflect investments in money market funds.

(b) Securities of diverse sectors and industries, substantially all investment grade.

(d) Underlying investments consist mainly of U.S. large capitalization and international equity securities.

Estimated Future Benefit Payments

Estimated future benefit payments are as follows:



	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

Participation in Multi-employer Defined Benefit Pension Plan

The table below presents information concerning our participation in multiemployer defined benefit pension plans.



	Employer Identification Number/Pension Plan Number	Pension Protection Act		Company Contributions						Expiration Date of Collective Bargaining Agreement
		Zone Status ^(a)		Company Contributions
Pension Plan		2019	2018	2019		2018		2017
AFTRA Retirement Plan^(b)	13-6414972-001	Green	Green	$	12	$	11	$	12	(c)
Directors Guild of America - Producer ^(d)	95-2892780-001	Green	Green	19		15		15		6/30/2020
Producer-Writers Guild of America	95-2216351-001	Green	Green	26		25		22		5/1/2020
Screen Actors Guild - Producers	95-2110997-001	Green	Green	43		36		29		6/30/2020
Motion Picture Industry	95-1810805-001	Green	Green	43		42		40		(e)
I.A.T.S.E. Local No. 33 Pension Trust Fund ^(f)	95-6377503-001	Green	Green	5		10		9		12/31/2019
Other Plans				16		12		10
	Total contributions			$	164	$	151	$	137

(b) The Company was listed in AFTRA Retirement Plan’s Form 5500 as providing more than 5% of total contributions for the plan year ended November 30, 2018.

(d) The Company was listed in Directors Guild of America - Producer Pension Plan’s Form 5500 as providing more than 5% of total contributions for the plan year ended December 2018.

(e) The expiration dates range from May 15, 2021 through March 2, 2022.

(f) The Company was listed in I.A.T.S.E. Local No. 33 Pension Trust Fund’s Form 5500 as providing more than 5% of total contributions for the plan year ended December 31, 2018.

Redeemable Noncontrolling Interest (Tables)

12 Months Ended

Dec. 31, 2019

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

The activity reflected within redeemable noncontrolling interest for the years ended December 31, 2019, 2018 and 2017 is presented below.



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

Segment and Revenue Information (Tables)

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Revenues by Segment



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

Intercompany Revenues by Segment



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

Operating Income (Loss) by Segment



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

Depreciation and Amortization and Capital Expenditures



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

Assets by Segment



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

(a) Includes assets held for sale of $33 million at December 31, 2018.

(b) Includes assets held for sale of $23 million at December 31, 2019 and 2018.

Disaggregation of Revenue

The following table presents our revenues disaggregated into categories based on the nature of such revenues.



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

Revenues by Customer Location



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

(a) Revenue classifications are based on customers’ locations.

Long-lived Assets by Geographic Area



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

(a) Reflects total assets less current assets, investments, goodwill, intangible assets, noncurrent receivables and noncurrent deferred tax assets.

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations



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	)

(b) Primarily reflects a tax benefit from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business that was accounted for as a discontinued operation.