ViacomCBS Annual Report 2020 Form 10-K (NASDAQ:VIACA) Published: February 20th, 2020 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-09553 ViacomCBS Inc. (Exact name of registrant as specified in its charter) Delaware 04-2949533 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) 1515 Broadway New York, New York 10036 (212) 258-6000 (Address, including zip code, and telephone numbers, including area code, of registrant’s principal executive offices) Securities Registered Pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Trading Symbols Which Registered Class A Common Stock, $0.001 par value VIACA The Nasdaq Stock Market LLC Class B Common Stock, $0.001 par value VIAC The Nasdaq Stock Market LLC Securities Registered Pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act of 1933). Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒ As of June 28, 2019, which was the last business day of the registrant’s most recently completed second fiscal quarter, the market value of the shares of the registrant’s Class A Common Stock, $0.001 par value (“Class A Common Stock”), held by non-affiliates was approximately $243,415,727 (based upon the closing price of $50.04 per share as reported by the New York Stock Exchange on that date) and the market value of the shares of the registrant’s Class B Common Stock, $0.001 par value (“Class B Common Stock”), held by non-affiliates was approximately $16,424,348,923 (based upon the closing price of $49.90 per share as reported by the New York Stock Exchange on that date); and the aggregate market value of the shares of both Class A Common Stock and Class B Common Stock held by non-affiliates was $16,667,764,650. As of February 14, 2020, 52,268,438 shares of Class A Common Stock and 561,471,552 shares of Class B Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of ViacomCBS Inc.’s Notice of 2020 Annual Meeting of Stockholders and Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934 (Part III). VIACOMCBS INC. TABLE OF CONTENTS Page PART I Item 1. Business. I-2 Item 1A. Risk Factors. I-25 Item 1B. Unresolved Staff Comments. I-39 Item 2. Properties. I-39 Item 3. Legal Proceedings. I-40 Item 4. Mine Safety Disclosures. I-40 Our Board of Directors I-40 Information About Our Executive Officers I-41 PART II Item 5. Market for ViacomCBS Inc.’s Common Equity, Related Stockholder Matters and Purchases of II-1 Equity Securities. Item 6. Selected Financial Data. II-3 Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition. II-4 Item 8. Financial Statements and Supplementary Data. II-47 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. II-113 Item 9A. Controls and Procedures. II-113 Item 9B. Other Information. II-113 PART III Item 10. Directors, Executive Officers and Corporate Governance. III-1 Item 11. Executive Compensation. III-1 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder III-1 Matters. Item 13. Certain Relationships and Related Transactions, and Director Independence. III-1 Item 14. Principal Accounting Fees and Services. III-1 PART IV Item 15. Exhibits, Financial Statement Schedules. IV-1 Item 16. Form 10-K Summary. IV-1 Signatures. PART I Item 1. Business. OVERVIEW ViacomCBS Inc. (“ViacomCBS”) is a leading global media and entertainment company that creates content and experiences for audiences worldwide. We operate through the following four segments: • TV Entertainment. Our TV Entertainment segment creates and acquires programming for distribution and viewing on multiple media platforms, including our broadcast network, through multichannel video programming distributors (“MVPDs”) and virtual MVPDs, and our streaming services, as well as for licensing to third parties both domestically and internationally. TV Entertainment consists of the CBS Television Network™, CBS Television Studios®, CBS Television Distribution®, CBS Interactive®, CBS Sports Network®, CBS Television Stations™ and CBS-branded streaming services CBS All Access® and CBSN®, among others. • Cable Networks. Our Cable Networks segment creates and acquires programming for distribution and viewing on multiple media platforms, including our cable networks, through MVPDs and virtual MVPDs, and our streaming services, as well as for licensing to third parties both domestically and internationally. Cable Networks consists of our premium subscription cable networks Showtime®, The Movie Channel® and Flix®, and a subscription streaming offering of Showtime; our basic cable networks Nickelodeon®, MTV®, BET®, Comedy Central®, Paramount Network®, Nick Jr. ®, VH1®, TV Land®, CMT®, Pop TV™ and Smithsonian Channel™, among others, as well as the international extensions of these brands operated by ViacomCBS Networks International™ (“VCNI”); international broadcast networks, Network 10®, Channel 5® and Telefe®; and Pluto TV™, a leading free streaming TV platform in the United States (“U.S.”). • Filmed Entertainment. Our Filmed Entertainment segment develops, produces, finances, acquires and distributes films, television programming and other entertainment content in various markets and media worldwide primarily through Paramount Pictures®, Paramount Players™, Paramount Animation® and Paramount Television Studios™. • Publishing. Our Publishing segment publishes and distributes Simon & Schuster consumer books domestically and internationally and includes imprints such as Simon & Schuster®, Scribner™, Atria Books® and Gallery Books®. For the year ended December 31, 2019, contributions to our consolidated revenues from our segments were as follows: TV Entertainment 43%, Cable Networks 45%, Filmed Entertainment 10% and Publishing 3%. Owners of our Class A Common Stock are entitled to one vote per share. Our Class B Common Stock does not have voting rights. ViacomCBS Class A and Class B Common Stock are listed on The Nasdaq Stock Market LLC. As of December 31, 2019, National Amusements, Inc. (“NAI”), a closely held corporation that owns and operates movie screens in the U.S., the United Kingdom (“UK”) and South America and manages additional movie screens in South America, directly or indirectly owned approximately 79.4% of our voting Class A Common Stock, and approximately 10.2% of our Class A Common Stock and Class B Common Stock on a combined basis. NAI is not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. We were organized as a Delaware corporation in 1986. Our principal offices are located at 1515 Broadway, New York, New York 10036. Our telephone number is (212) 258-6000 and our website is www.viacbs.com. Information included on or accessible through our website is not intended to be incorporated into this Annual Report on Form 10‑K. On December 4, 2019, Viacom Inc. (“Viacom”) merged with and into CBS Corporation (“CBS”), with CBS continuing as the surviving company (the “Merger”), pursuant to an Agreement and Plan of Merger dated as of August 13, 2019, as amended on October 16, 2019 (the “Merger Agreement”). At the effective time of the Merger, we changed our name to “ViacomCBS Inc.” Unless the context requires otherwise, references in this document to “ViacomCBS,” “Company,” “we,” “us” and “our” mean