8-K
false 0000813828 0000813828 2020-11-06 2020-11-06 0000813828 us-gaap:CommonStockMember 2020-11-06 2020-11-06 0000813828 us-gaap:CommonClassBMember 2020-11-06 2020-11-06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2020

 

 

VIACOMCBS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-09553   04-2949533

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

1515 Broadway

New York, New York

  10036
(Address of principal executive offices)   (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

 

 

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

 

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

 

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

 

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

 

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

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

 

Title of each class

 

Trading

Symbols

 

Name of each exchange

on which registered

Class A Common Stock, $0.001 par value   VIACA   The Nasdaq Stock Market LLC
Class B Common Stock, $0.001 par value   VIAC   The Nasdaq Stock Market LLC

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

Emerging growth company  

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

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On November 6, 2020, ViacomCBS Inc. issued a press release announcing earnings for the third quarter ended September 30, 2020. A copy of the press release is furnished herewith as Exhibit 99 and is incorporated by reference herein in its entirety.

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

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description of Exhibit

99    Press release of ViacomCBS Inc., dated November 6, 2020, announcing earnings for the third quarter ended September 30, 2020.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

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

 

VIACOMCBS INC.
By:  

/s/ Christa A. D’Alimonte

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

Date: November 6, 2020

EX-99

Exhibit 99

 

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Exhibit 99 EARNINGS PRESS RELEASE | NOVEMBER 6, 2020 VIACOMCBS REPORTS Q3 2020 EARNINGS RESULTS Delivered Another Quarter of Robust Growth in Streaming, with Domestic Subscribers Rising to 17.9M, up 72% Year-Over-Year, and Pluto TV Domestic MAUs Increasing to 28.4M, up 57% Year-Over-Year Grew Subscription Domestic Streaming Streaming Revenue and Digital Accelerated Video Revenue to 78% to and $636M, Pluto TV up Advertising 56% Year-Over-Year, Revenue More as Growth Than Doubled in On Track to Debut Paramount+ in Early 2021 as a Differentiated Offering Spanning Live Sports, Breaking News and a Mountain of Entertainment, Including New and Franchise-Based Originals Generated Strong Growth in Affiliate Revenue, up 10% Year-Over-Year, with a Return to Growth in Domestic Cable Networks Affiliate Revenue, up 4% Year-Over-Year Achieved a Significant Sequential Improvement in the Year-Over-Year Growth Rate in Advertising Revenue, Despite the Continued Impact of COVID-19    STATEMENT FROM BOB BAKISH President & CEO    As we near the first anniversary of the ViacomCBS merger, I’m thrilled “ about the way our organization has come together to realize the power of the combination and seize our unique global opportunity in streaming. This quarter, we achieved strong user growth across our streaming platforms as we continue to build our linked ecosystem of pay and free services – with big steps taken, including the preview and brand reveal of Paramount+ ahead of its launch in early 2021, and more recently, the unification of our global streaming organization. Our company’s transformation is ahead of schedule and we are incredibly excited by the opportunities ahead. ”    Q3 2020 RESULTS                $ in millions, except per share amounts Quarter Ended September 30 Nine Months Ended September 30 GAAP 2020 2019 B/(W) % 2020 2019 B/(W) % Revenues $ 6,116 $ 6,698 (9)% $ 19,060 $ 20,941 (9)% Operating income 959 1,036 (7) 3,162 4,286 (26) Net earnings from continuing operations attributable to ViacomCBS 612 626 (2) 1,598 3,543 (55) Diluted EPS from continuing operations attributable to ViacomCBS 0.99 1.01 (2) 2.59 5.74 (55) Operating cash flow 1,414 500 183 2,565 1,689 52 Non-GAAP†                Adjusted OIBDA $ 1,109 $ 1,266 (12)% $ 4,061 $ 4,367 (7)% Adjusted net earnings from continuing operations attributable to ViacomCBS 561 680 (18) 2,029 2,490 (19) Adjusted diluted EPS from continuing operations attributable to ViacomCBS 0.91 1.10 (17) 3.29 4.04 (19) Free cash flow 1,333 391 241 2,352 1,438 64 † Non-GAAP measures referenced in this release are detailed in the Supplemental Disclosures at the end of this release                


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VIACOMCBS Q3 2020 EARNINGS OVERVIEW OF Q3 REVENUE REVENUE BY TYPE    Affiliate revenue increased 10% year-over-year, fueled by strong growth in subscription streaming revenue, higher reverse compensation and retransmission fees, as well as expanded cable distribution. Advertising revenue sequentially improved to a decline of 6% year-over-year. The year-over-year decline was primarily driven by the adverse effects of COVID-19, including lower demand in the advertising market.    Content licensing revenue decreased 33% year-over-year, reflecting a lower volume of licensing compared to the prior-year quarter, driven by the timing of program availabilities and the adverse impacts of COVID-19. Theatrical revenue was immaterial in the quarter due to the closure or reduction in capacity of movie theaters in response to COVID-19. Publishing revenue rose 29% year-over-year as a result of higher print and digital book sales that were driven by strong releases during the quarter, including Too Much and Never Enough: How My Family Created the World’s Most Dangerous Man by Mary Trump and Rage by Bob Woodward.    Quarter Ended September 30 Nine Months Ended September 30 $ IN MILLIONS 2020 2019 $ B/(W) % 2020 2019 $ B/(W) % Advertising $ 2,188 $ 2,333 $ (145) (6)% $ 6,606 $ 8,044 $ (1,438) (18)% Domestic 1,908 2,016 (108) (5) 5,867 7,081 (1,214) (17) International 280 317 (37) (12) 739 963 (224) (23) Affiliate 2,365 2,149 216 10 6,756 6,469 287 4 Domestic 2,202 1,983 219 11 6,282 5,962 320 5 International 163 166 (3) (2) 474 507 (33) (7) Content Licensing 1,221 1,828 (607) (33) 4,717 5,202 (485) (9) Theatrical 6 94 (88) (94) 176 418 (242) (58) Publishing 279 217 62 29 649 599 50 8 Other 57 77 (20) (26) 156 209 (53) (25) Total Revenues $ 6,116 $ 6,698 $ (582) (9)% $ 19,060 $ 20,941 $ (1,881) (9)%    BALANCE SHEET & LIQUIDITY § ViacomCBS generated $1.4B of Operating Cash Flow and $1.3B of Free Cash Flow† in the quarter, benefiting from the timing of production spending and cost savings. § The company maintained significant financial flexibility, with $3.1B of cash on its balance sheet and a committed $3.5B revolving credit facility that remains undrawn. † Non-GAAP measures referenced in this release are detailed in the Supplemental Disclosures at the end of this release.    $1.4B $1.3B Operating Cash Flow Free Cash Flow † $3.1B $3.5B Cash on Undrawn Revolving Balance Sheet Credit Facility 2    


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VIACOMCBS Q3 2020 EARNINGS SPOTLIGHT ON STREAMING In Q3, ViacomCBS drove significant domestic streaming and digital video revenue growth, with robust sign-ups across its pay and free services as it moves toward the launch of Paramount+ STREAMING & DIGITAL VIDEO HIGHLIGHTS    Domestic streaming and digital video revenue increased to $636M, up 56% year-over- year, driven by 78% growth in subscription streaming revenue and strong double-digit digital video advertising growth. Domestic streaming subscribers reached 17.9M, up 72% year-over-year. CBS All Access and Showtime OTT had significant growth in sign-ups both sequentially and year-over-year. CBS All Access benefitted from strong demand for sports content, including UEFA and the NFL, as well as its broad selection of entertainment content, including live TV, reality series, content from ViacomCBS cable brands and original programming. Showtime OTT’s strong quarter was driven by original programming, including the third season of The Chi, the continued strength of Billions and the final season of Homeland. In free, Pluto TV grew its domestic monthly active users (MAUs) to 28.4M, up 57% year- over-year, and more than doubled its advertising revenue in the quarter. Internationally, Pluto TV MAUs grew to 7.5M, bringing its total global MAUs to nearly 36M. Building on its international expansion, Pluto TV launched in Spain in October, with upcoming launches in Brazil, France and Italy. Pluto TV also signed new distribution agreements with LG and Sony PlayStation, extending its reach to an additional 100M+ devices worldwide. In October, ViacomCBS announced Tom Ryan as President and CEO of its new global streaming organization, integrating both its pay and free streaming businesses while enhancing its ability to leverage its content strength and cross-company franchises. Domestic Streaming & Digital Video Revenue    $ IN MILLIONS    Quarter Ended September 30    2020 2019 $ B/(W) % $ 636 $ 407 $ 229 56 % Nine Months Ended September 30 2020 2019 $ B/(W) % $ 1,596 $ 1,109 $ 487 44 % ON TRACK FOR PARAMOUNT+ LAUNCH In September, ViacomCBS announced CBS All Access will be rebranded as Paramount+ in early 2021, as part of its transformation into a global streaming service that features content from ViacomCBS’ leading portfolio of brands. ⎯ Building on Paramount’s iconic brand and legacy of storytelling, Paramount+ will feature a unique combination of live sports, breaking news and a mountain of entertainment content, spanning more than 30,000 episodes and movies. ⎯ Paramount+ will also include an expansive slate of exclusive, original series from brands including BET, CBS, Comedy Central, MTV, Nickelodeon, Paramount Pictures and more. ⎯ Announced originals include SpongeBob spin-off, Kamp Koral, The Offer, a limited series with never-revealed experiences of making The Godfather, Lioness, The Real Criminal Minds and more.    Marking a major milestone in the company’s streaming evolution, Paramount+, together with Showtime OTT and Pluto TV, is creating an ecosystem of compelling offerings across pay and free streaming. In addition to the US, ViacomCBS will bring Paramount+ to international markets, debuting in Australia, Latin America and the Nordics in 2021. 3                


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VIACOMCBS Q3 2020 EARNINGS REPORTING SEGMENTS    CBS during was the once 2019-2020 again the broadcast most-watched year, with network the top across 3 dramas, Primetime, 8 of the Daytime top 10 and comedies Late Night    and 5 of the top 6 returning new series. Revenue declined 4% year-over-year, primarily due to lower content licensing revenue, partially offset by growth in affiliate revenue. ⎯ Affiliate revenue increased 25% year-over-year, fueled by growth in reverse compensation revenue. and retransmission fees, as well as strong subscription streaming ⎯ Advertising revenue decreased 1% year-over-year, reflecting the timing of sporting events and lower demand in the advertising market due to the adverse effects of COVID-19, largely offset by strength in political advertising. ⎯ Content of licensing licensing compared revenue to the declined prior-year 35% quarter, year-over-year driven by as the a result timing of of a program lower volume    availabilities and the adverse impacts of COVID-19. Adjusted OIBDA decreased 26% year-over-year mainly due to the decline in revenue.    TV ENTERTAINMENT    Quarter Ended September 30    Nine Months Ended September 30    $ IN MILLIONS 2020 2019 $ B/(W) % 2020 2019 $ B/(W) % Revenue $ 2,354 $ 2,454 $ (100) (4) % $ 7,588 $ 8,798 $ (1,210 ) (14) % Advertising 1,053 1,063 (10) (1) 3,385 4,339 (954 ) (22) Affiliate 803 641 162 25 2,288 1,868 420 22 Content Licensing 455 695 (240) (35) 1,796 2,442 (646 ) (26) Other 43 55 (12) (22) 119 149 (30 ) (20) Expenses 2,011 1,991 (20) (1) 6,280 6,980 700 10 Adjusted OIBDA $ 343 $ 463 $ (120) (26) % $ 1,308 $ 1,818 $ (510 ) (28) % CABLE NETWORKS    more In the top quarter, 30 cable ViacomCBS networks maintained than any other leadership media as family. the #1 portfolio in share of viewing, with Showtime also had 2 of the top 5 scripted shows on premium cable in the quarter and the top 2 scripted shows year-to-date. Revenue declined 7% year-over-year due to lower advertising and content licensing revenue, partially offset by growth in affiliate revenue. ⎯ Affiliate revenue, revenue expanded increased carriage 4% with year-over-year, YouTube TV driven and contractual by growth rate in subscription increases, partially streaming    offset by linear subscriber declines. ⎯ Advertising revenue decreased 11% year-over-year, primarily reflecting weakness in the advertising market as a result of COVID-19, which more than offset growth in streaming and digital video advertising and higher pricing. ⎯ Content licensing revenue declined 26% year-over-year because of a lower volume of licensing compared to the prior-year quarter, driven by the timing of program availabilities. Adjusted OIBDA grew 3% year-over-year as the decrease in revenue was more than offset by lower costs from the broadcast of fewer original programs during the quarter and the benefit of cost savings, including from restructuring activities.    Quarter Ended September 30    Nine Months Ended September 30    $ IN MILLIONS 2020 2019 $ B/(W) % 2020 2019 $ B/(W) % Revenue $ 3,061 $ 3,283 $ (222) (7) % $ 9,151 $ 9,361 $ (210) (2) % Advertising 1,135 1,280 (145) (11) 3,244 3,742 (498) (13) Affiliate 1,562 1,508 54 4 4,468 4,601 (133) (3) Content Licensing 364 495 (131) (26) 1,439 1,018 421 41 Expenses 2,195 2,442 247 10 6,206 6,638 432 7 Adjusted OIBDA $ 866 $ 841 $ 25 3 % $ 2,945 $ 2,723 $ 222 8 % 4    


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VIACOMCBS Q3 2020 EARNINGS REPORTING SEGMENTS (CONT.)    FILMED ENTERTAINMENT    Revenue decreased 31% year-over-year, reflecting the decline in licensing and theatrical revenue. ⎯ Theatrical revenue was immaterial in the quarter due to the closure or reduction in capacity of movie theaters in response to COVID-19. ⎯ Home entertainment revenue decreased 2% year-over-year, driven by fewer theatrical releases in 2020, primarily offset by higher sales of catalog and Miramax titles. ⎯ Licensing revenue decreased 27% year-over-year, as a result of lower revenue from the timing of the availability of programs produced for third parties and the licensing of catalog titles. Adjusted OIBDA decreased 18% year-over-year, reflecting the decline in revenue, partially offset by lower distribution costs from fewer theatrical releases in the quarter.    Quarter Ended September 30    Nine Months Ended September 30    $ IN MILLIONS                2020 2019 $ B/(W) % 2020 2019 $ B/(W) % Revenue $ 590 $ 851 $ (261) (31) % $ 2,048 $ 2,458 $ (410) (17) % Theatrical 6 94 (88) (94) 176 418 (242) (58) Home Entertainment 150 153 (3) (2) 533 468 65 14 Licensing 418 575 (157) (27) 1,294 1,490 (196) (13) Other 16 29 (13) (45) 45 82 (37) (45) Expenses 536 785 249 32 1,851 2,259 408 18 Adjusted OIBDA $ 54 $ 66 $ (12) (18) % $ 197 $ 199 $ (2) (1) %    PUBLISHING    Publishing revenue rose 29% year-over-year, as a result of higher print and digital book sales that were driven by strong releases during the quarter. Bestselling titles for the quarter included Too Much and Never Enough: How My Family Created the World’s Most Dangerous Man by Mary Trump and Rage by Bob Woodward. Adjusted OIBDA grew 5% year-over-year as strong revenue growth was partially offset by higher author expenses and costs associated with the mix of titles.    Quarter Ended September 30    Nine Months Ended September 30    $ IN MILLIONS                2020 2019 $ B/(W) % 2020 2019 $ B/(W) % Revenue $ 279 $ 217 $ 62 29 % $ 649 $ 599 $ 50 8 % Expenses 221 162 (59) (36) 534 490 (44) (9) Adjusted OIBDA $ 58 $ 55 $ 3 5 % $ 115 $ 109 $ 6 6 %    5


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VIACOMCBS Q3 2020 EARNINGS ABOUT VIACOMCBS company ViacomCBS that (NASDAQ: creates VIAC; premium VIACA) content is a leading and experiences global media for audiences and entertainment worldwide.    Driven Paramount by iconic Pictures, consumer Nickelodeon, brands, MTV, its portfolio Comedy includes Central, CBS, BET, Showtime CBS All Access, Networks, Pluto    the TV and US television Simon & Schuster, audience among and boasts others. one The of company the industry’s delivers most the important largest share and of services extensive and libraries digital of video TV and products, film titles. ViacomCBS In addition provides to offering powerful innovative capabilities streaming in production, distribution and advertising solutions for partners on five continents. For more information about ViacomCBS, please visit www.viacomcbs.com and follow @ViacomCBS on social platforms. VIAC-IR    CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This communication contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect our current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “may,” “could,” “estimate” or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: the impact of the COVID-19 pandemic (and other widespread health emergencies or pandemics) and measures taken in response thereto; technological developments, alternative content offerings and their effects in our markets and on consumer behavior; the impact on our advertising revenues of changes in consumers’ content viewership, deficiencies in audience measurement and advertising market conditions; the public acceptance of our brands, programming, films, published content and other entertainment content on the various platforms on which they are distributed; increased costs for programming, films and other rights; the loss of key talent; competition for content, audiences, advertising and distribution in consolidating industries; the potential for loss of carriage or other reduction in or the impact of negotiations for the distribution of our content; the risks and costs associated with the integration of the CBS Corporation and Viacom Inc. businesses and investments in new businesses, products, services and technologies; evolving cybersecurity and similar risks; the failure, destruction or breach of critical satellites or facilities; content theft; domestic and global political, economic and/or regulatory factors affecting our businesses generally; volatility in capital markets or a decrease in our debt ratings; strikes and other union activity; fluctuations in our results due to the timing, mix, number and availability of our films and other programming; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and programming; liabilities related to discontinued operations and former businesses; potential conflicts of interest arising from our ownership structure with a controlling stockholder; and other factors described in our news releases and filings with the Securities and Exchange Commission, including but not limited to our most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. The forward-looking statements included in this communication are made only as of the date of this communication, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. 6    


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VIACOMCBS Q3 2020 EARNINGS CONTACTS PRESS Justin Dini Executive Vice President, Corporate Communications (212) 846-2724 justin.dini@viacom.com Peter Collins Vice President, Corporate Communications (917) 826-4182 peter.collins@viacom.com Justin Blaber Senior Director, Corporate Communications (212) 846-3139 justin.blaber@viacom.com Pranita Sookai Director, Corporate Communications (212) 846-7553 pranita.sookai@viacom.com    INVESTORS Anthony DiClemente Executive Vice President, Investor Relations (917) 796-4647 anthony.diclemente@viacom.com Jaime Morris Vice President, Investor Relations (212) 846-5237 jaime.morris@viacom.com Robert Amparo Manager, Investor Relations (347) 223-1682 robert.amparo@viacom.com    


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VIACOMCBS INC. AND SUBSIDIARIES                CONSOLIDATED STATEMENTS OF OPERATIONS    (Unaudited; in millions, except per share amounts)                Quarter Ended Nine Months Ended    September 30, September 30,    2020 2019 2020 2019 Revenues $ 6,116 $ 6,698 $ 19,060 $ 20,941 Costs and expenses:                Operating 3,634 3,959 11,184 12,417 Selling, general and administrative 1,373 1,473 3,936 4,157 Depreciation and amortization 98 108 335 323 Restructuring and other corporate matters 52 122 443 307 Total costs and expenses 5,157 5,662 15,898 17,204 Gain on sale of assets — — — 549 Operating income 959 1,036 3,162 4,286 Interest expense (259) (246) (763) (723) Interest income 14 19 39 53 Loss on extinguishment of debt (23) — (126) — Other items, net (20) (27) (47) (2) Earnings from continuing operations before income taxes and                equity in loss of investee companies 671 782 2,265 3,614 (Provision) benefit for income taxes (38) (126) (377) 9 Equity in loss of investee companies, net of tax (9) (14) (30) (53) Net earnings from continuing operations 624 642 1,858 3,570 Net earnings from discontinued operations, net of tax 3 4 14 23 Net earnings (ViacomCBS and noncontrolling interests) 627 646 1,872 3,593 Net earnings attributable to noncontrolling interests (12) (16) (260) (27) Net earnings attributable to ViacomCBS $ 615 $ 630 $ 1,612 $ 3,566 Amounts attributable to ViacomCBS:                Net earnings from continuing operations $ 612 $ 626 $ 1,598 $ 3,543 Net earnings from discontinued operations, net of tax 3 4 14 23 Net earnings attributable to ViacomCBS $ 615 $ 630 $ 1,612 $ 3,566 Basic net earnings per common share attributable to ViacomCBS:                Net earnings from continuing operations $ .99 $ 1.02 $ 2.60 $ 5.76 Net earnings from discontinued operations $ — $ .01 $ .02 $ .04 Net earnings $ 1.00 $ 1.02 $ 2.62 $ 5.80 Diluted net earnings per common share attributable to ViacomCBS:                Net earnings from continuing operations $ .99 $ 1.01 $ 2.59 $ 5.74 Net earnings from discontinued operations $ — $ .01 $ .02 $ .04 Net earnings $ 1.00 $ 1.02 $ 2.61 $ 5.78 Weighted average number of common shares outstanding:                Basic 616 615 615 615 Diluted 618 617 617 617    


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VIACOMCBS INC. AND SUBSIDIARIES    CONSOLIDATED BALANCE SHEETS    (Unaudited; in millions, except per share amounts)    At At September 30, 2020 December 31, 2019 ASSETS    Current Assets:    Cash and cash equivalents $ 3,086 $ 632 Receivables, net 6,946 7,206 Programming and other inventory 1,869 2,876 Prepaid and other current assets 1,256 1,188 Total current assets 13,157 11,902 Property and equipment, net 1,994 2,085 Programming and other inventory 9,365 8,652 Goodwill 16,995 16,980 Intangible assets, net 2,832 2,993 Operating lease assets 1,795 1,939 Deferred income tax assets, net 1,007 939 Other assets 4,020 4,006 Assets held for sale 260 23 Total Assets $ 51,425 $ 49,519 LIABILITIES AND STOCKHOLDERS’ EQUITY    Current Liabilities:    Accounts payable $ 436 $ 667 Accrued expenses 1,765 1,760 Participants’ share and royalties payable 2,100 1,977 Accrued programming and production costs 1,125 1,500 Deferred revenues 710 739 Debt 18 717 Other current liabilities 1,609 1,688 Total current liabilities 7,763 9,048 Long-term debt 19,703 18,002 Participants’ share and royalties payable 1,396 1,546 Pension and postretirement benefit obligations 2,045 2,121 Deferred income tax liabilities, net 816 500 Operating lease liabilities 1,769 1,909 Program rights obligations 266 356 Other liabilities 2,226 2,494 Redeemable noncontrolling interest 196 254 Commitments and contingencies    ViacomCBS stockholders’ equity:    Class A Common Stock, par value $.001 per share; 55 shares authorized;    52 (2020 and 2019) shares issued — — Class B Common Stock, par value $.001 per share; 5,000 shares authorized;    1,067 (2020) and 1,064 (2019) shares issued 1 1 Additional paid-in capital 29,719 29,590 Treasury stock, at cost; 503 (2020) and 501 (2019) Class B shares (22,958) (22,908) Retained earnings 9,704 8,494 Accumulated other comprehensive loss (1,910) (1,970) Total ViacomCBS stockholders’ equity 14,556 13,207 Noncontrolling interests 689 82 Total Equity 15,245 13,289 Total Liabilities and Equity $ 51,425 $ 49,519    


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VIACOMCBS INC. AND SUBSIDIARIES    CONSOLIDATED STATEMENTS OF CASH FLOWS    (Unaudited; in millions)                Nine Months Ended    September 30,    2020 2019 Operating Activities:    Net earnings (ViacomCBS and noncontrolling interests) $ 1,872 $ 3,593 Less: Net earnings from discontinued operations, net of tax 14 23 Net earnings from continuing operations 1,858 3,570 Adjustments to reconcile net earnings from continuing operations to net cash flow provided    by operating activities:    Depreciation and amortization 335 323 Deferred tax provision (benefit) 176 (506) Stock-based compensation 191 171 Gain on sale of assets — (549) Gains from investments (32) (89) Loss on extinguishment of debt 126 — Equity in loss of investee companies, net of tax and distributions 34 58 Change in assets and liabilities (123) (1,289) Net cash flow provided by operating activities 2,565 1,689 Investing Activities:    Investments (60) (137) Capital expenditures (213) (251) Acquisitions, net of cash acquired (142) (384) Proceeds from dispositions 146 755 Other investing activities — 6 Net cash flow used for investing activities (269) (11) Financing Activities:    Repayments of short-term debt borrowings, net (706) (624) Proceeds from issuance of senior notes 4,365 492 Repayment of notes and debentures (2,896) (820) Dividends (450) (446) Purchase of Company common stock (58) (14) Payment of payroll taxes in lieu of issuing shares for stock-based compensation (62) (52) Other financing activities (87) (96) Net cash flow provided by (used for) financing activities 106 (1,560) Effect of exchange rate changes on cash, cash equivalents and restricted cash (6) (16) Net increase in cash, cash equivalents and restricted cash 2,396 102 Cash, cash equivalents and restricted cash at beginning of period    (includes $202 (2020) and $120 (2019) of restricted cash) 834 976 Cash, cash equivalents and restricted cash at end of period    (includes $138 (2020) and $122 (2019) of restricted cash, and $6 (2020) of assets    held for sale) $ 3,230 $ 1,078    


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SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES (Unaudited; in millions, except per share amounts) Results for the quarters and nine months ended September 30, 2020 and 2019 included certain items identified as affecting comparability. Adjusted operating income before depreciation and amortization (“Adjusted OIBDA”), adjusted earnings from continuing operations before income taxes, adjusted provision for income taxes, adjusted net earnings from continuing operations attributable to ViacomCBS, and adjusted diluted EPS from continuing operations (together, the “adjusted measures”) exclude the impact of these items and are measures of performance not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We use these measures to, among other things, evaluate our operating performance. These measures are among the primary measures used by management for planning and forecasting of future periods, and they are important indicators of our operational strength and business performance. In addition, we use Adjusted OIBDA to, among other things, value prospective acquisitions. We believe these measures are relevant and useful for investors because they allow investors to view performance in a manner similar to the method used by our management; provide a clearer perspective on our underlying performance; and make it easier for investors, analysts and peers to compare our operating performance to other companies in our industry and to compare our year-over-year results. Because the adjusted measures are measures of performance not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, operating income, earnings from continuing operations before income taxes, (provision) benefit for income taxes, net earnings from continuing operations attributable to ViacomCBS or diluted EPS from continuing operations, as applicable, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. The following tables reconcile the adjusted measures to their most directly comparable financial measures in accordance with GAAP.    Quarter Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Operating income (GAAP) $ 959 $ 1,036 $ 3,162 $ 4,286 Depreciation and amortization (a) 98 108 335 323 Restructuring and other corporate matters (b) 52 122 443 307 Programming charges (b) — — 121 — Gain on sale of assets (b) — — — (549) Adjusted OIBDA (Non-GAAP) $ 1,109 $ 1,266 $ 4,061 $ 4,367    (a)The nine months ended September 30, 2020 includes an impairment charge for FCC licenses of $25 million and accelerated depreciation of $12 million for technology that was abandoned in connection with synergy plans related to the merger of Viacom Inc. with and into CBS Corporation (the “Merger”). (b) See notes on the following tables for additional information on items affecting comparability.    


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SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES (Continued) (Unaudited; in millions, except per share amounts)                Quarter Ended September 30, 2020                Net Earnings    Earnings from    from    Continuing    Continuing Diluted EPS Operations    Operations from Before Income Provision for Attributable to Continuing    Taxes Income Taxes ViacomCBS Operations Reported (GAAP) $ 671 $ (38) $ 612 $ .99 Items affecting comparability:                Restructuring and other corporate matters (a) 52 (13) 39 .06 Loss on extinguishment of debt 23 (5) 18 .03 Discrete tax items (b) — (117) (117) (.19) Impairment of an equity-method investment — — 9 .02 Adjusted (Non-GAAP) $ 746 $ (173) $ 561 $ .91 (a) Primarily reflects severance, exit costs and other costs related to the Merger.                (b) Primarily reflects a benefit from the remeasurement of our UK net deferred income tax asset as a result of an increase in the UK corporate income tax rate from 17% to 19% enacted during the third quarter.                Quarter Ended September 30, 2019                Net Earnings    Earnings from    from    Continuing    Continuing Diluted EPS Operations    Operations from Before Income Provision for Attributable to Continuing    Taxes Income Taxes ViacomCBS Operations Reported (GAAP) $ 782 $ (126) $ 626 $ 1.01 Items affecting comparability:                Restructuring and other corporate matters (a) 122 (1) 121 .20 Gains from investments (12) 3 (9) (.02) Discrete tax items (b) — (58) (58) (.09) Adjusted (Non-GAAP) $ 892 $ (182) $ 680 $ 1.10 (a) Primarily reflects costs incurred in connection with the Merger and severance costs.                (b) Primarily reflects tax benefits realized in connection with the preparation of the 2018 federal tax return, based on further clarity provided by the U.S. government on tax positions relating to federal tax legislation enacted in December 2017 (the “Tax Reform Act”).    


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SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES (Continued) (Unaudited; in millions, except per share amounts)                Nine Months Ended September 30, 2020                Net Earnings    Earnings from    from    Continuing    Continuing Diluted EPS Operations    Operations from Before Income Provision for Attributable to Continuing    Taxes Income Taxes ViacomCBS Operations Reported (GAAP) $ 2,265 $ (377) $ 1,598 $ 2.59 Items affecting comparability:                Restructuring and other corporate matters (a) 443 (94) 349 .57 Impairment charge (b) 25 (6) 19 .03 Depreciation of abandoned technology (c) 12 (3) 9 .01 Programming charges (d) 121 (29) 92 .15 Gains from investments (e) (32) 8 (24) (.04) Loss on extinguishment of debt 126 (29) 97 .16 Discrete tax items (f) — (120) (120) (.19) Impairment of an equity-method investment — — 9 .01 Adjusted (Non-GAAP) $ 2,960 $ (650) $ 2,029 $ 3.29 (a) Reflects severance, exit costs and other costs related to the Merger and a charge to write down property and equipment classified as held for sale. (b) Reflects a charge to reduce the carrying values of FCC licenses in two markets to their fair values.    (c) Reflects accelerated depreciation for technology that was abandoned in connection with synergy plans related to the Merger.    (d) Programming charges primarily related to the abandonment of certain incomplete programs resulting from production shutdowns related to COVID-19.                (e) Reflects an increase to the carrying value of an equity security based on the market price of a similar security.    (f) Primarily reflects a benefit from the remeasurement of our UK net deferred income tax asset as a result of an increase in the UK corporate income tax rate from 17% to 19% enacted during the third quarter.                Nine Months Ended September 30, 2019                Net Earnings    Earnings from    from    Continuing Benefit Continuing Diluted EPS Operations (Provision) Operations from Before Income for Income Attributable to Continuing    Taxes Taxes ViacomCBS Operations Reported (GAAP) $ 3,614 $ 9 $ 3,543 $ 5.74 Items affecting comparability:                Restructuring and other corporate matters (a) 307 (46) 261 .43 Gain on sale of assets (b) (549) 163 (386) (.63) Gains from investments (c) (89) 19 (70) (.11) Discrete tax items (d) — (858) (858) (1.39) Adjusted (Non-GAAP) $ 3,283 $ (713) $ 2,490 $ 4.04 (a) Reflects severance, exit costs, costs associated with the settlement of a commercial dispute, and other legal proceedings involving the Company. (b) Reflects a gain on the sale of the CBS Television City property and sound stage operation.    (c) Reflects a gain on marketable securities of $78 million and a gain of $11 million on the sale of an international joint venture.    (d) Reflects a deferred tax benefit of $768 million resulting from the transfer of intangible assets between our subsidiaries in connection with a reorganization of our international operations, a net tax benefit of $58 million realized in connection with the preparation of the 2018 federal tax return, based on further clarity provided by the U.S. government on tax positions relating to the Tax Reform Act and $32 million principally related to the bankruptcy of an investee.                


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SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES (Continued) (Unaudited; in millions, except per share amounts) Free Cash Flow Free cash flow is a non-GAAP financial measure. Free cash flow reflects our net cash flow provided by operating activities less capital expenditures. Our calculation of free cash flow includes capital expenditures because investment in capital expenditures is a use of cash that is directly related to our operations. Our net cash flow provided by operating activities is the most diwrectly comparable GAAP financial measure. Management believes free cash flow provides investors with an important perspective on the cash available to us to service debt, make strategic acquisitions and investments, maintain our capital assets, satisfy our tax obligations, and fund ongoing operations and working capital needs. As a result, free cash flow is a significant measure of our ability to generate long-term value. It is useful for investors to know whether this ability is being enhanced or degraded as a result of our operating performance. We believe the presentation of free cash flow is relevant and useful for investors because it allows investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management. Free cash flow is among several components of incentive compensation targets for certain management personnel. In addition, free cash flow is a primary measure used externally by our investors, analysts and industry peers for purposes owf valuation and comparison of our operating performance to other companies in our industry. As free cash flow is not a measure calculated in accordance with GAAP, free cash flow should not be considered in isolation of, or as a substitute for, either net cash flow provided by operating activities as a measure of liquidity or net earnings as a measure of operating performance. Free cash flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies. In addition, free cash flow as a measure of liquidity has certain limitations, does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. The following table presents a reconciliation of our net cash flow provided by operating activities to free cash flow.    Quarter Ended Nine Months Ended    September 30, September 30,    2020 2019 2020 2019 Net cash flow provided by operating activities (GAAP) $ 1,414 $ 500 $ 2,565 $ 1,689 Capital expenditures (81) (109) (213) (251) Free cash flow (Non-GAAP) $ 1,333 $ 391 $ 2,352 $ 1,438