Management's discussion and analysis of the results of operations and financial condition ofViacomCBS Inc. should be read in conjunction with the consolidated financial statements and related notes. References in this document to "ViacomCBS ," the "Company," "we," "us" and "our" refer toViacomCBS Inc. and its consolidated subsidiaries, unless the context otherwise requires. Significant components of management's discussion and analysis of results of operations and financial condition include: •Overview-Summary ofViacomCBS and our business and operational highlights. •Consolidated Results of Operations-Analysis of our results on a consolidated basis for each of the three years endedDecember 31, 2020 . •Segment Results of Operations-Analysis of our results on a reportable segment basis for each of the three years endedDecember 31, 2020 . •Liquidity and Capital Resources-Discussion of our cash flows for each of the three years endedDecember 31, 2020 , and of our outstanding debt, commitments and contingencies as ofDecember 31, 2020 . •Critical Accounting Policies-Detail with respect to accounting policies that are considered by management to require significant judgment and use of estimates and that could have a significant impact on our financial statements. •Legal Matters-Discussion of legal matters to which we are involved. •Market Risk-Discussion of how we manage exposure to market and interest rate risks. OverviewViacomCBS is a leading global media and entertainment company that creates premium content and experiences for audiences worldwide. Merger with Viacom Inc. OnDecember 4, 2019 , Viacom Inc. ("Viacom") merged with and intoCBS Corporation ("CBS"), with CBS continuing as the surviving company (the "Merger"). At the effective time of the Merger, the combined company changed its name toViacomCBS Inc. The Merger has been accounted for as a transaction between entities under common control asNational Amusements, Inc. ("NAI") was the controlling stockholder of each of CBS and Viacom (and remains the controlling stockholder ofViacomCBS ). Upon the closing of the Merger, 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. II-3 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Impact of COVID-19 The coronavirus disease ("COVID-19") pandemic negatively impacted the macroeconomic environment inthe United States and globally, as well as our business, financial condition and results of operations in 2020. We experienced a material negative impact on our advertising revenues, particularly at the end of the first quarter and throughout the second quarter, as a result of weakness in the advertising market as advertisers sought to reduce costs in response to the pandemic's impact on their businesses, the cancellation of sporting events for which we have broadcast rights, including theNCAA Division I Men's Basketball Championship (the "NCAA Tournament") in the first quarter, and the delay of the 2020-21 television broadcast season as a result of temporary production shutdowns. The rate of decline was lower in the second half of the year, with sequential improvement in the third and fourth quarters. While we are not able to predict when or if advertising revenue will return to historical levels, we expect that it will be impacted to a lesser extent in 2021. COVID-19 also had a negative effect on our content licensing revenues in 2020. Temporary television and film production shutdowns resulted in the abandonment of content that was not completed, delays in the delivery of programming to third parties, and fewer original programs and live events airing on our broadcast and cable networks. We also experienced lower demand for the licensing of our content from advertising-supported licensees. While production has resumed, we are not able to predict whether we will encounter future production delays or shutdowns, or if and to what extent content licensing revenues will continue to be negatively impacted. Additionally, with the resumption of production we began incurring incremental costs relating to health and safety protocols, which are expected to continue throughout 2021. In addition, our theatrical revenues have been negatively impacted by the closure or reduction in capacity of movie theaters that show our films as a result of COVID-19, which impacted our theatrical releases in 2020. Accordingly, we have rescheduled certain theatrical releases and licensed others to our owned or third-party streaming services. We are not able to predict when or whether movie theaters will reopen at scale, whether consumers will return at the same levels they previously did because of concerns related to COVID-19 or because of changes to viewing habits, or whether revenues from theatrical releases will be comparable to historical levels. While COVID-19 has negatively impacted parts of our business, we have benefited from increases in subscribers for our subscription streaming services and monthly active users ("MAUs") for Pluto TV. Additionally, the impact from the lower revenues has been partially mitigated by lower costs as a result of decreases in production and distribution costs, mainly resulting from production shutdowns and fewer theatrical releases; lower advertising and promotion costs; and cost-savings initiatives. We have taken steps to strengthen our financial position during this period of market uncertainty, such as the issuance of long-term debt and redemption of near-term debt discussed under "Liquidity and Capital Resources," and we will continue to actively monitor the potential impact of COVID-19 and related events on the commercial paper and credit markets. The magnitude of the continuing impact of COVID-19 on our business, financial condition and results of operations will depend on numerous evolving factors that we may not be able to accurately predict or control, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and such governmental actions, and economic and operating conditions in the aftermath of COVID-19. Even after COVID-19 has subsided, we may experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future. Due to the evolving and uncertain nature of the pandemic, we are not able to estimate the full extent of the impact on our business, financial condition and results of operations. II-4 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Operational Highlights 2020 vs. 2019 Consolidated results of operations Increase/(Decrease) Year Ended December 31, 2020 2019 $ % GAAP: Revenues$ 25,285 $ 26,998 $ (1,713) (6) % Operating income$ 4,139 $ 4,146 $ (7) - % Net earnings from continuing operations attributable to ViacomCBS$ 2,305 $ 3,168 $ (863) (27) % Diluted EPS from continuing operations attributable to ViacomCBS$ 3.73 $ 5.13 $ (1.40) (27) % Net cash flow provided by operating activities from continuing operations$ 2,215 $ 1,171 $ 1,044 89 % Non-GAAP: (a) Adjusted OIBDA$ 5,132 $ 5,393 $ (261) (5) % Adjusted net earnings from continuing operations attributable to ViacomCBS$ 2,595 $ 2,983 $ (388) (13) % Adjusted diluted EPS from continuing operations attributable to ViacomCBS$ 4.20 $ 4.83 $ (.63) (13) % Free cash flow$ 1,891 $ 826 $ 1,065 129 %
(a) See "Reconciliation of Non-GAAP Measures" and "Free Cash Flow" for
reconciliations of non-GAAP results to the most directly comparable financial
measures in accordance with accounting principles generally accepted in
For 2020, revenues decreased 6% to$25.29 billion from$27.00 billion in 2019, driven by the adverse effects of COVID-19 on our business, including lower demand in the advertising market, the closure or reduction in capacity of movie theaters, the cancellation of live events for which we have the broadcast rights, and production shutdowns. The revenue comparison was also impacted byCBS' broadcasts in 2019 of annual tentpole sporting events, theSuper Bowl and the semifinals and championship games of theNCAA Tournament, which we have the rights to broadcast on a rotational basis with other networks, including in 2019 and 2021. In addition, the games in the preceding rounds of theNCAA Tournament are shared equally each year betweenCBS andTurner Broadcasting System, Inc. ("Turner"). However, the 2020NCAA Tournament was cancelled as a result of COVID-19. These decreases were partially offset by a 49% increase in streaming revenues, reflecting growth across our streaming services, including Pluto TV, CBS All Access (to be rebranded as Paramount+ inMarch 2021 ),Showtime Networks' premium subscription streaming service ("Showtime OTT"), and BET+, as well as record political advertising sales. Operating income for 2020 remained flat at$4.14 billion . Each year was impacted by items identified as affecting comparability, including programming, restructuring and impairment charges and costs for other corporate matters, as well as a gain on the sale ofCNET Media Group ("CMG") in 2020 and a gain on the sale of the CBS Television City property and sound stage operation ("CBS Television City") in 2019. See "Reconciliation of Non-GAAP Measures." Adjusted OIBDA decreased 5%, primarily reflecting the decline in revenues, partially offset by lower expenses as a result of production shutdowns, the absence in 2020 of certain major sporting events, fewer theatrical releases, lower advertising and promotion costs reflecting the broadcast of fewer original programs, and the benefit from cost savings, including from restructuring activities. The lower expenses were partially offset by increased costs to support the growth and expansion of our streaming services.
For 2020, net earnings from continuing operations attributable to
II-5 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) in 2020, net gains from investments, and discrete tax items. Adjusted net earnings from continuing operations attributable toViacomCBS and adjusted diluted EPS each decreased 13%, reflecting the lower Adjusted OIBDA and the noncontrolling interest's share of profit from the licensing of South Park during the second quarter of 2020. Adjusted OIBDA, adjusted net earnings from continuing operations attributable toViacomCBS and adjusted diluted EPS from continuing operations are non-GAAP financial measures. See "Reconciliation of Non-GAAP Measures" for details of the items excluded from financial results, and reconciliations of adjusted results to the most directly comparable financial measures in accordance with GAAP. We generated operating cash flows from continuing operations of$2.22 billion in 2020 compared with$1.17 billion in 2019. Free cash flow was$1.89 billion for 2020 compared with$826 million for 2019. These increases primarily reflect lower spending, including for programming, production, advertising and distribution costs resulting from production shutdowns related to COVID-19 and cost savings, as well as lower payments for income taxes in 2020. These items were partially offset by the decline in revenues and higher payments for restructuring, merger-related costs and costs to achieve synergies. Operating cash flow and free cash flow included payments for restructuring, merger-related costs and costs to achieve synergies which totaled$584 million and$362 million for 2020 and 2019, respectively. Also included in free cash flow for 2020 are capital expenditures of$40 million associated with costs to achieve synergies. Free cash flow is a non-GAAP financial measure. See "Free Cash Flow" for a reconciliation of net cash flow provided by operating activities, the most directly comparable GAAP financial measure, to free cash flow. Reconciliation of Non-GAAP Measures Results for the years endedDecember 31, 2020 , 2019 and 2018 included certain items identified as affecting comparability. Adjusted OIBDA, adjusted earnings from continuing operations before income taxes, adjusted provision for income taxes, adjusted net earnings from continuing operations attributable toViacomCBS , 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 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 for income taxes, net earnings from continuing operations attributable toViacomCBS 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. II-6 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
The following tables reconcile the adjusted measures to their most directly comparable financial measures in accordance with GAAP.
Year Ended December 31, 2020 2019 2018 Operating Income (GAAP)$ 4,139 $ 4,146 $ 5,062 Depreciation and amortization (a) 430 438 427 Restructuring and other corporate matters (b) 618 769 489 Programming charges (b) 159 589 162 Gain on sales (b) (214) (549) - Adjusted OIBDA (Non-GAAP)$ 5,132 $ 5,393
(a) Includes impairment charges of$25 million and$20 million to reduce the carrying value of intangible assets to fair value for 2020 and 2019, respectively. 2020 also includes accelerated depreciation of$12 million for technology that was abandoned in connection with synergy plans related to the Merger. (b) See notes on the following tables for additional information on items affecting comparability. Year Ended December 31, 2020 Earnings from Continuing Net Earnings from Operations Before Income Provision for Income Continuing Operations Diluted EPS from Taxes Taxes Attributable to ViacomCBS Continuing Operations Reported (GAAP)$ 3,147 $ (535) $ 2,305 $ 3.73 Items affecting comparability: Restructuring and other corporate matters (a) 618 (133) 485 .79 Impairment charge (b) 25 (6) 19 .03 Depreciation of abandoned technology (c) 12 (3) 9 .01 Programming charges (d) 159 (39) 120 .20 Gain on sales (e) (214) 31 (183) (.30) Net gains from investments (f) (206) 50 (156) (.25) Loss on extinguishment of debt 126 (29) 97 .16 Discrete tax items (g) - (110) (110) (.18) Impairment of equity-method investment - - 9 .01 Adjusted (Non-GAAP)$ 3,667 $ (774) $ 2,595 $ 4.20 (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 ofFCC 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 a gain on the sale of CMG. (f) Primarily reflects an increase in the value of our investment in fuboTV, Inc. ("fuboTV"), which was sold in the fourth quarter of 2020. (g) Primarily reflects a benefit from the remeasurement of ourU.K. net deferred income tax asset as a result of an increase in theU.K. corporate income tax rate from 17% to 19% enacted during the third quarter of 2020. II-7 -------------------------------------------------------------------------------- Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Year Ended December 31, 2019 Earnings from Continuing Net Earnings from Operations Before Income Benefit (Provision) for Continuing Operations Diluted EPS from Taxes Income Taxes Attributable to ViacomCBS Continuing Operations Reported (GAAP)$ 3,223 $ 29 $ 3,168 $ 5.13 Items affecting comparability: Restructuring and other corporate matters (a) 769 (133) 636 1.03 Impairment charge (b) 20 (6) 14 .02 Programming charges (c) 589 (142) 447 .73 Gain on sales (d) (549) 163 (386) (.63) Net gains from investments (e) (85) 16 (69) (.11) Discrete tax items (f) - (827) (827) (1.34) Adjusted (Non-GAAP)$ 3,967 $ (900) $ 2,983 $ 4.83 (a) Reflects severance and exit costs relating to restructuring activities and costs incurred in connection with the Merger, legal proceedings involving the Company and other corporate matters. (b) Reflects a charge to reduce the carrying value of our international broadcast licenses inAustralia to their fair value. (c) Programming charges principally reflect 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, in connection with management changes implemented as a result of the Merger. (d) Reflects a gain on the sale of CBS Television City. (e) Reflects a gain on marketable securities of$113 million ; gains of$22 million on the sale and acquisition of joint ventures; and an impairment charge of$50 million to write down an investment to its fair value. (f) Primarily 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 tax benefit of$44 million realized in connection with the preparation of the 2018 federal tax return, based on further clarity provided bythe United States government on tax positions relating to federal tax legislation enacted inDecember 2017 (the "Tax Reform Act"); and a tax benefit of$39 million triggered by the bankruptcy of an investee. II-8 -------------------------------------------------------------------------------- Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Year Ended December 31, 2018 Earnings from Continuing Net Earnings from Operations Before Income Provision for Income Continuing Operations Diluted EPS from Taxes Taxes Attributable to ViacomCBS Continuing Operations Reported (GAAP)$ 3,984 $ (580) $ 3,320 $ 5.35 Items affecting comparability: Restructuring and other corporate matters (a) 489 (116) 373 .59 Programming charges (b) 162 (39) 123 .20 Gain on extinguishment of debt (18) 4 (14) (.02) Net loss from investments (c) 53 (16) 37 .06 Discrete tax items (d) - (297) (297) (.48) Adjusted (Non-GAAP)$ 4,670 $ (1,044) $ 3,542 $ 5.70 (a) Primarily reflects severance and exit costs relating to restructuring activities as well as professional fees related to legal proceedings, cost transformation initiatives, investigations at our Company and the evaluation of potential merger activity. (b) Reflects programming charges resulting from changes to our programming strategy, including atCBS Films and our Cable Networks segment, in connection with management changes. (c) Reflects a loss on marketable securities of$23 million ; an impairment charge of$46 million to write down an investment to its fair value; and a gain of$16 million on the sale of a 1% equity interest in Viacom18 to our joint venture partner. (d) Primarily reflects a net discrete tax benefit of$80 million related to the Tax Reform Act and other tax law changes; a net tax benefit of$71 million relating to a tax accounting method change granted by the Internal Revenue Service ("IRS"); 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. Consolidated Results of Operations-2020 vs. 2019 Revenues Revenues by Type % of Total % of Total Increase/(Decrease) Year Ended December 31, 2020 Revenues 2019 Revenues $ % Advertising$ 9,751 38 %$ 11,074 41 % $ (1,323) (12) % Affiliate 9,166 36 8,602 32 564 7 Content licensing 5,963 24 6,483 24 (520) (8) Theatrical 180 1 547 2 (367) (67) Other 225 1 292 1 (67) (23) Total Revenues$ 25,285 100 %$ 26,998 100 % $ (1,713) (6) % II-9
--------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Streaming Revenues The following tables present our global streaming revenues by type and by segment. Streaming revenues are earned from advertising on our pay and free streaming services, including Pluto TV, CBS All Access (to be rebranded as Paramount+ inMarch 2021 ), and CBSN; subscription fees for our pay streaming services, including CBS All Access, Showtime OTT, BET+ and Noggin; and advertising and subscriptions for our other digital video products. Streaming Revenues by Type Increase/(Decrease) Year Ended December 31, 2020 2019 $ % Advertising$ 1,418 $ 1,005 $ 413 41 % Subscription (a) 1,143 709 434 61 Total Streaming Revenues$ 2,561 $ 1,714 $ 847 49 % Streaming Revenues by Segment
Increase/(Decrease)
Year Ended December 31, 2020 2019 $ % TV Entertainment (b)$ 911 $ 701 $ 210 30 % Cable Networks (c) 1,650 1,013 637 63 Total Streaming Revenues$ 2,561 $ 1,714 $ 847 49 % (a) Subscription streaming revenues are included within affiliate revenues. (b) Primarily includes CBS All Access, CBSN and other CBS branded digital video products. (c) Primarily includes Pluto TV, Showtime OTT, BET+, Noggin, our international streaming services, and other digital video products. Included in total streaming revenues are$2.46 billion and$1.63 billion of domestic revenues for the years endedDecember 31, 2020 and 2019, respectively. As ofDecember 31, 2020 , our global streaming subscribers totaled 29.9 million, which included domestic subscribers of 19.2 million, and global MAUs for Pluto TV were 43.1 million, which included 30.1 million domestic MAUs. Global subscribers include customers who access our domestic or international streaming services, either directly through our owned and operated apps and websites, or through third-party distributors. Advertising Advertising revenues are generated primarily from the sale of advertising spots on theCBS Television Network , our basic cable networks and our television stations, as well as on our advertising-supported streaming services, and on our websites. Our advertising revenues include integrated marketing services, which provide unique branded content and custom sponsorship opportunities to our advertisers. For 2020, the 12% decrease in advertising revenues was driven by the adverse effects of COVID-19, including lower demand in the advertising market and the cancellation of theNCAA Tournament, as well as the comparison againstCBS' broadcasts in 2019 of annual tentpole sporting events that we have the rights to broadcast on a rotational basis with other networks, theSuper Bowl and the national semifinals and championship games of theNCAA Tournament. These decreases were partially offset by 41% growth in advertising from our streaming businesses, led by Pluto TV, as well as record political advertising revenues associated with theU.S. presidential election in 2020. In 2021, the advertising revenue comparison will benefit from the broadcasts of Super Bowl LV and theNCAA Tournament. Under the current contract with the NFL, theSuper Bowl is broadcast on theCBS Television Network on a rotating basis with other networks through the 2022 season, with CBS broadcasting these games in 2019 and 2021. Under agreements with theNCAA and Turner, the national semifinals and championship games of theNCAA Tournament are broadcast on CBS every other year through 2032, including in 2019 and 2021, and in each year the games in the preceding rounds of the tournament are shared equally between CBS and Turner. II-10 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) However, the 2020NCAA Tournament was cancelled as a result of COVID-19. The benefit from the broadcasts of these sporting events in 2021 will be partially offset by lower political advertising sales. For 2020, domestic advertising revenues decreased 12% to$8.57 billion from$9.72 billion for 2019, and international advertising revenues decreased 13% to$1.18 billion from$1.36 billion for 2019, including the unfavorable impact of foreign exchange rate changes of 2 percentage points.
Affiliate
Affiliate revenues are principally comprised of fees received from multichannel video programming distributors ("MVPDs") and third-party live television streaming services ("virtual MVPDs" or "vMVPDs") for carriage of our cable networks ("cable affiliate fees"), fees received from television stations affiliated with theCBS Television Network ("reverse compensation"); fees for authorizing the MVPDs' and vMVPDs' carriage of our owned television stations ("retransmission fees"); and subscription fees for our streaming services. For 2020, affiliate revenues increased 7% reflecting growth from subscription streaming revenues, higher reverse compensation and retransmission fee revenues, and the launch of our basic cable networks on a vMVPD service. Subscription streaming revenues grew 61% primarily reflecting subscriber growth for CBS All Access and Showtime OTT, and the launch of BET+ inSeptember 2019 . Reverse compensation and retransmission fee revenues increased 19%, driven by annual contractual increases and contract renewals with television stations affiliated with theCBS Television Network , MVPDs and vMVPDs. These increases were partially offset by lower linear affiliate fees for our cable networks from MVPDs, reflecting subscriber declines. For 2020, domestic affiliate revenues increased 7% to$8.52 billion from$7.94 billion for 2019, while international affiliate revenues decreased 3% to$645 million from$665 million for 2019, including the unfavorable impact of foreign exchange rate changes of 2 percentage points.Content Licensing Content licensing revenues are principally comprised of fees from the licensing of exhibition rights for our internally-produced television and film programming to cable and broadcast networks, television stations, and subscription video-on-demand ("SVOD") and free video-on-demand services; home entertainment revenues, which are derived from the sale and distribution of our content through DVDs and Blu-ray discs to wholesale and retail partners, as well as from the viewing of our content on a transactional basis through transactional video-on-demand ("TVOD") and electronic sell-through services; fees from the use of our trademarks and brands for consumer products, recreation and live events; and fees from the distribution of third-party programming. For 2020, content licensing revenues decreased 8%, reflecting a lower volume of licensing primarily as a result of several significant licensing agreements for library programming in the prior-year periods, production shutdowns because of COVID-19, and significant revenues in the 2019 periods from the licensing of the final season of several series, including Jane the Virgin and Elementary. These declines were partially offset by the licensing of the domestic streaming rights to South Park to an SVOD provider in 2020. Revenues from the licensing of exhibition rights are recognized at the beginning of the license period in which programs are made available to the licensee for exhibition, and therefore, content licensing revenue comparisons are impacted by fluctuations resulting from the timing of the availability of our programming for multiyear licensing agreements.
Theatrical
Theatrical revenues are principally earned from the worldwide theatrical distribution of films through audience ticket sales. For 2020, the declines in theatrical revenues reflect the impact from the closure or reduction in capacity of movie theaters in response to COVID-19 throughout most of 2020. II-11 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Other Other revenues are principally comprised of revenues from the rental of production facilities and digital revenues from search and e-commerce partners. For 2020, other revenues decreased 23%, primarily reflecting lower revenues from the rental of our production facilities as a result of the shutdown of production due to COVID-19. Operating Expenses % of % of Operating Expenses by Type Operating Operating Increase/(Decrease) Year EndedDecember 31, 2020 Expenses 2019 Expenses $ % Production$ 6,425 43 %$ 6,797 41 % $ (372) (5) % Programming 3,779 25 4,287 26 (508) (12) Participation, residual and distribution 2,634 18 3,147 19 (513) (16) Programming charges 159 1 589 3 (430) n/m Other 1,995 13 1,893 11 102 5 Total Operating Expenses$ 14,992 100 %$ 16,713 100 % $ (1,721) (10) % n/m - not meaningful Production Production expenses principally reflect the amortization of costs of internally-produced television and theatrical film content as well as other television production costs, including on-air talent. For 2020, the 5% decrease primarily reflects a lower volume of production resulting from the impact of COVID-19, including fewer episodes of our original programming and a lower number of theatrical releases.
Programming
Programming expenses reflect the amortization of acquired programs exhibited on our television broadcast networks, cable networks and television stations. For 2020, the 12% decrease in programming expenses was driven by lower sports programming costs, including from the comparison againstCBS' broadcasts ofNCAA Tournament games in 2019. The decline also reflects the mix of programming on our broadcast network. Participation, Residual and Distribution Participation, residual and distribution costs primarily include participation and residual expenses for television and film programming and other distribution expenses incurred with respect to film and television content, such as print and advertising. For 2020, participation, residual and distribution costs decreased 16% reflecting distribution costs in the prior-year periods to support theatrical releases, including Gemini Man, Rocketman, and Dora and the Lost City of Gold. Theatrical distribution costs were significantly lower in the 2020 periods as a result of the closure or reduced capacity of movie theaters due to COVID-19. The lower expenses also reflect the decline in content licensing revenues, as well as the mix of titles licensed in each year. Programming Charges During 2020, we recorded programming charges of$159 million primarily related to the abandonment of certain incomplete programs resulting from production shutdowns related to COVID-19.
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
II-12 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) 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. Other Other operating expenses primarily include compensation, revenue-sharing costs with our affiliated stations, and other ancillary and overhead costs associated with our operations. For 2020, the 5% increase in other operating expenses was driven by increased revenue-sharing costs as a result of the growth in retransmission and subscription streaming revenues.
Selling, General and Administrative Expenses
Increase/(Decrease) Year Ended December 31, 2020 2019 $ % Selling, general and administrative expenses$ 5,320 $ 5,481 $ (161) (3) % Selling, general and administrative ("SG&A") expenses include expenses incurred for selling and marketing costs, occupancy, professional service fees and back office support, including employee compensation. The 3% decrease in SG&A expenses was driven by savings from restructuring and other cost savings initiatives, as well as lower travel and entertainment and other expense decreases associated with shutdowns resulting from COVID-19. The decrease in SG&A expenses also includes lower advertising and promotion costs reflecting the broadcast of fewer original programs, partially offset by increased costs to support the growth and expansion of our streaming services. Depreciation and Amortization Increase/(Decrease) Year Ended December 31, 2020 2019 $ % Depreciation and amortization$ 430 $ 438 $ (8) (2) % Depreciation and amortization expense reflects depreciation of fixed assets, including transponders and equipment under finance leases, amortization of finite-lived intangible assets, and impairment of fixed and intangible assets, when applicable. For 2020, amortization expense included an impairment charge of$25 million in theTV Entertainment segment to write down the carrying values ofFCC licenses in two markets to their fair values (see Note 6 to the consolidated financial statements) and accelerated depreciation of$12 million resulting from the abandonment of technology in connection with synergy plans related to the Merger (see Note 4 to the consolidated financial statements). For 2019, amortization expense included an impairment charge of$20 million to reduce the carrying value of broadcast licenses inAustralia to their fair value. The comparison for depreciation and amortization also includes a decline as a result of assets that became fully depreciated. II-13 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Restructuring and Other Corporate Matters During 2020 and 2019, we recorded costs for restructuring and other corporate matters as follows: Year Ended December 31, 2020 2019 Severance$ 472 $ 395 Exit costs and other 70 23 Restructuring charges 542 418 Merger-related costs 56 294 Other corporate matters 20 57 Restructuring and other corporate matters$ 618 $ 769 During the year endedDecember 31, 2020 , we recorded restructuring charges of$542 million , associated with cost-transformation initiatives in connection with the Merger in an effort to reduce redundancies across our businesses. These charges primarily consist of severance costs, including the accelerated vesting of stock-based compensation. In addition, in 2020 we incurred costs of$56 million in connection with the Merger, consisting of professional fees mainly associated with integration activities, as well as transaction-related bonuses. We also incurred costs of$5 million for professional fees associated with dispositions and other corporate matters, and we recorded a charge of$15 million to write down property and equipment that has been classified as held for sale to its fair value less costs to sell. During the year endedDecember 31, 2019 , we recorded restructuring charges of$418 million , primarily for severance costs, including the accelerated vesting of stock-based compensation, in connection with the Merger, as well as costs related to a restructuring plan initiated in the first quarter of 2019 under which severance payments were provided to certain eligible employees who voluntarily elected to participate. In addition, in 2019 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 20 to the consolidated financial statements) and other corporate matters. Included in restructuring charges for both 2020 and 2019 were costs resulting from the termination of contractual obligations and charges associated with the exit of leases. Gain on Sales In 2020, we completed the sale of CMG toRed Ventures for$484 million , including an estimated working capital adjustment. The purchase price consisted of a cash payment at closing of$459 million and a credit of$25 million to be used over five years for the purchase of advertising and licensing of data fromRed Ventures . This transaction resulted in a gain of$214 million .
In 2019, we completed the sale of CBS Television City for
II-14 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
Interest Expense and Interest Income
Increase/(Decrease)
Year Ended December 31, 2020 2019 $ % Interest expense$ (1,031) $ (962) $ 69 7 % Interest income$ 60 $ 66 $ (6) (9) % The following table presents our outstanding debt balances, excluding finance leases, and the weighted average interest rate as ofDecember 31, 2020 and 2019: Weighted Average Weighted Average At December 31, 2020 Interest Rate 2019 Interest Rate Total long-term debt$ 19,612 4.80 %$ 17,976 4.70 % Commercial paper $ - n/a$ 699 2.07 % Other bank borrowings$ 95 3.50 % $ - n/a n/a - not applicableNet Gains from Investments For 2020, net gains from investments of$206 million primarily reflect an increase of$213 million in the fair value of our investment in fuboTV, which was sold in the fourth quarter of 2020, and for 2019 net gains from investments of$85 million reflect a gain on marketable securities of$113 million , gains of$22 million on the sale and acquisition of joint ventures, and an impairment charge of$50 million to write down an investment to its fair value.
Loss on Extinguishment of Debt
For 2020, we recorded a loss on extinguishment of debt of
Other Items, Net The following table presents the components of Other items, net. Year Ended December 31, 2020 2019 Pension and postretirement benefit costs$ (69) $ (99) Foreign exchange losses (35) (18) Other 3 5 Other items, net$ (101) $ (112) Provision for Income Taxes The provision for income taxes represents federal, state and local, and foreign taxes on earnings from continuing operations before income taxes and equity in loss of investee companies. For 2020, we recorded a provision for income taxes of$535 million , reflecting an effective income tax rate of 17.0%. Included in the provision for income taxes was a discrete tax benefit of$110 million , primarily consisting of a benefit of$100 million to remeasure ourU.K. net deferred income tax asset as a result of an increase in theU.K. corporate income tax rate from 17% to 19% enacted during the third quarter, as well as a benefit of$13 million realized in connection with the preparation of the 2019 tax returns. These items, together with a net tax benefit of$129 million on the items identified as affecting comparability in Reconciliation of Non-GAAP Measures, including restructuring and other II-15 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
corporate matters, programming charges, and net gains from investments, reduced our effective income tax rate by 4.1 percentage points.
For 2019, we recorded a tax benefit of$29 million , reflecting an effective income tax rate of (0.9)%. Included in the benefit for income taxes were discrete items of$827 million , primarily consisting of a 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 tax benefit of$44 million realized in connection with the preparation of the 2018 federal tax return, based on further clarity provided by theU.S. government on tax positions relating to the Tax Reform Act, and a tax benefit of$39 million principally related to the bankruptcy of an investee. These items, taken together with a net tax benefit of$102 million on the items identified as affecting comparability in Reconciliation of Non-GAAP Measures, including restructuring and other corporate matters, programming charges, and gain on sales, reduced the effective income tax rate by 23.6 percentage points. InMarch 2020 , theU.S. government enacted tax legislation containing provisions to support businesses during the COVID-19 pandemic (the "CARES Act"), including deferment of the employer portion of certain payroll taxes, refundable payroll tax credits, and technical amendments to tax depreciation methods for qualified improvement property. The CARES Act did not have a material impact on our consolidated financial statements for 2020. We do not expect the future impact of the CARES Act provisions to be material.
Equity in Loss of Investee Companies, Net of Tax The following table presents equity in loss of investee companies for our equity-method investments.
Increase/(Decrease) Year Ended December 31, 2020 2019 $ % Equity in loss of investee companies$ (47) $ (72) $ 25 35 % Tax benefit 19 19 - -
Equity in loss of investee companies, net of tax
25 47 %
For 2020, equity in loss of investee companies, net of tax includes an
impairment charge of
Net Earnings Attributable to Noncontrolling Interests
Year Ended December 31, 2020 2019 Net earnings attributable to noncontrolling interests$ (279) $ (31)
For 2020, net earnings attributable to noncontrolling interests primarily reflects our joint venture partners' share of profit from the licensing of the domestic streaming rights to South Park to an SVOD provider in the second quarter of 2020.
II-16 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
Net Earnings from Continuing Operations Attributable to
Increase/(Decrease) Year Ended December 31, 2020 2019 $ %
Net earnings from continuing operations attributable to
$ 2,305 $ 3,168 $ (863) (27) %
Diluted EPS from continuing operations attributable to
$ 3.73 $ 5.13 $ (1.40) (27) % For 2020, net earnings from continuing operations attributable toViacomCBS and diluted EPS from continuing operations each decreased 27%, reflecting higher discrete tax benefits in 2019. Net Earnings from Discontinued Operations, Net of Tax During the fourth quarter of 2020, we entered into an agreement to sell our publishing business, Simon & Schuster, toPenguin Random House LLC , a wholly owned subsidiary ofBertelsmann SE & Co. KGaA . Simon & Schuster has been presented as a discontinued operation in our consolidated financial statements for all periods presented. The following tables set forth details of net earnings from discontinued operations for the years endedDecember 31, 2020 and 2019. Year Ended December 31, 2020 Simon & Schuster Other (a) Total Revenues$ 901 $ -$ 901 Costs and expenses: Operating 573 (19) 554 Selling, general and administrative 172 - 172 Depreciation and amortization 5 - 5 Restructuring charges 10 - 10 Total costs and expenses 760 (19) 741 Operating income 141 19 160 Other items, net (5) - (5) Earnings from discontinued operations 136 19 155 Income tax provision (34) (4) (38) Net earnings from discontinued operations, net of tax$ 102 $ 15 $ 117 Year Ended December 31, 2019 Simon & Schuster Other (a) Total Revenues$ 814 $ -$ 814 Costs and expenses: Operating 510 (50) 460 Selling, general and administrative 166 - 166 Depreciation and amortization 5 - 5 Restructuring charges 6 - 6 Total costs and expenses 687 (50) 637 Operating income 127 50 177 Other items, net (5) - (5) Earnings from discontinued operations 122 50 172 Income tax provision (20) (12) (32) Net earnings from discontinued operations, net of tax$ 102 $ 38 $ 140
(a) Primarily relates to indemnification obligations for leases associated with
the previously discontinued operations of
II-17 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Consolidated Results of Operations- 2019 vs. 2018 Revenues Revenues by Type % of Total % of Total Increase/(Decrease) Year EndedDecember 31, 2019 Revenues 2018 Revenues $ % Advertising$ 11,074 41 %$ 10,841 41 % $ 233 2 % Affiliate 8,602 32 8,376 32 226 3 Content licensing 6,483 24 6,163 23 320 5 Theatrical 547 2 744 3 (197) (26) Other 292 1 301 1 (9) (3) Total Revenues$ 26,998 100 %$ 26,425 100 % $ 573 2 % Advertising For 2019, the 2% increase in advertising revenues was driven by 5% growth in domestic advertising revenues, reflectingCBS' broadcast of tentpole sporting events in 2019, mainly Super Bowl LIII and the national semifinals and championship games of theNCAA Tournament, as well as higher revenues from our streaming businesses, including Pluto TV. These increases were partially offset by lower political advertising sales at our owned television stations, as a result of the benefit to 2018 from midterm elections. International advertising revenues decreased 14%, reflecting the unfavorable impact of foreign exchange rate changes, as well as softness in the Australian andU.K. markets, partially offset by increases in pricing and political advertising inArgentina . Foreign exchange rate changes had an unfavorable impact of 1-percentage point on the total advertising revenues comparison and 9-percentage points on the international advertising revenues comparison. Affiliate For 2019, the 3% increase in affiliate revenues reflects 20% growth in reverse compensation and retransmission fee revenues, driven by annual contractual increases and contract renewals with MVPDs and vMVPDs, as well as 45% growth from our streaming services, including CBS All Access and Showtime OTT, driven by subscriber growth. These increases were partially offset by 5% lower cable affiliate fees, mainly resulting from subscriber declines. Domestic affiliate revenues increased 4%, while international affiliate revenues decreased 6% from 2018 driven by the unfavorable impact of foreign exchange rate changes. Foreign exchange rate changes had an unfavorable impact of 1-percentage point on the total affiliate revenues comparison and 6-percentage points on the international affiliate revenues comparison. Content Licensing For 2019, content licensing revenues increased 5%, primarily reflecting higher revenues from the domestic licensing of our content, driven by the production of programming for third parties and the licensing of programming to SVOD providers. These increases were partially offset by a decline in international licensing revenues.
Theatrical
For 2019, theatrical revenues decreased 26%, principally reflecting a difficult comparison to 2018, which included the releases of Mission: Impossible - Fallout and AQuiet Place . Theatrical revenues in 2019 benefited from the releases of Rocketman, Gemini Man and Dora and the Lost City of Gold, as well as the continued success of the 2018 release, Bumblebee. Domestic theatrical revenues decreased 31% and international theatrical revenues decreased 23%. II-18 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Other For 2019, other revenues decreased 3%, mainly reflecting lower revenues from the rental of our production facilities as a result of the sale of CBS Television City inJanuary 2019 . Operating Expenses % of Total % of Total Operating Expenses by Type Operating Operating Increase/(Decrease) Year Ended December 31, 2019 Expense 2018 Expense $ % Production$ 6,797 41 %$ 6,483 42 % $ 314 5 % Programming 4,287 26 3,965 26 322 8 Participation, residual and distribution 3,147 19 3,057 20 90 3 Programming charges 589 3 162 1 427 n/m Other 1,893 11 1,732 11 161 9 Total Operating Expenses$ 16,713 100 %$ 15,399 100 % $ 1,314 9 % n/m - not meaningful Production For 2019, the 5% increase in production expenses reflected an increased investment in content, including a higher number of series produced for distribution on multiple platforms, including our streaming services and cable networks, as well as higher amortization of television production costs associated with the increase in content licensing revenues. These increases were partially offset by lower amortization of feature film costs, driven by costs in 2018 associated with Mission: Impossible - Fallout.
Programming
For 2019, the 8% increase in programming expenses was driven by higher sports programming costs, mainly fromCBS' broadcasts of Super Bowl LIII and the national semifinals and championship games of theNCAA Tournament in 2019, which were not broadcast by CBS in 2018, and programming for Pluto TV, which we acquired inMarch 2019 . These increases were partially offset by lower amortization of acquired programming for our cable networks. Participation, Residual and Distribution For 2019, the 3% increase in participation, residual and distribution costs was driven by higher participation costs associated with the increase in content licensing revenues. 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. II-19 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) In addition, during 2018, in connection with management changes, we recorded programming charges of$162 million relating to changes to our programming strategy, including atCBS Films , which shifted its focus from theatrical films to developing content for our streaming services, as well as at our Cable Networks segment where we ceased the use of certain programming. Other For 2019, the 9% increase in other operating expenses mainly reflected higher costs associated with growth and expansion of our streaming services.
Selling, General and Administrative Expenses
Increase/(Decrease) Year Ended December 31, 2019 2018 $ % Selling, general and administrative expenses$ 5,481 $ 5,048 $ 433 9 % For 2019, the 9% increase in SG&A expenses was driven by higher advertising and marketing costs, reflecting an increase in the number of series premieres and costs associated with our streaming services, as well as the inclusion of Pluto TV and Pop TV since their acquisitions in the first quarter of 2019. These increases were partially offset by cost savings associated with restructuring activities and compensation cost savings resulting from changes in senior management at CBS in 2018. Depreciation and Amortization Increase/(Decrease) Year Ended December 31, 2019 2018 $ % Depreciation and amortization$ 438 $ 427 $ 11 3 % For 2019, depreciation and amortization expense includes an impairment charge of$20 million to reduce the carrying value of broadcast licenses inAustralia to their fair value. Restructuring and Other Corporate Matters During 2019 and 2018, we recorded costs for restructuring and other corporate matters as follows: Year Ended December 31, 2019 2018 Severance$ 395 $ 234 Exit costs and other 23 75 Restructuring charges 418 309 Restructuring-related costs - 52 Merger-related costs 294 - Other corporate matters 57 128 Restructuring and other corporate matters$ 769 $ 489 During the year endedDecember 31, 2019 , we recorded restructuring charges of$418 million , primarily for severance costs, including the accelerated vesting of stock-based compensation, in connection with the Merger, as well as costs related to a restructuring plan initiated in the first quarter of 2019 under which severance payments were provided to certain eligible employees who voluntarily elected to participate. In addition, in 2019 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 II-20 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) 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 20 to the consolidated financial statements) and other corporate matters. During the year endedDecember 31, 2018 , we recorded restructuring charges of$309 million resulting from cost transformation initiatives to improve margins, as well as restructuring-related costs of$52 million , comprised of third-party professional services associated with such initiatives. In addition, 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. Included in restructuring charges for both 2019 and 2018 were costs resulting from the termination of contractual obligations and charges associated with the exit of leases. Gain on Sales In 2019, we completed the sale of CBS Television City for$750 million , which resulted in a gain of$549 million . We also recognized a tax benefit of$140 million in the fourth quarter of 2018 for the reversal of a valuation allowance relating to capital loss carryforwards that were utilized in connection with this sale.
Interest Expense and Interest Income
Increase/(Decrease) Year Ended December 31, 2019 2018 $ % Interest expense$ (962) $ (1,030) $ (68) (7) % Interest income$ 66 $ 79 $ (13) (16) % The following table presents our outstanding debt balances, excluding finance leases, and the weighted average interest rate as ofDecember 31, 2019 and 2018: Weighted Average Weighted Average At December 31, 2019 Interest Rate 2018 Interest Rate Total long-term debt$ 17,976 4.70 %$ 18,370 4.64 % Commercial paper$ 699 2.07 %$ 674 3.02 %Net Gains (Losses) from Investments For 2019, net gains from investment of$85 million included a gain on marketable securities of$113 million , gains of$22 million on the sale and acquisition of joint ventures, and an impairment charge of$50 million to write down an investment to its fair value. For 2018, the net loss on investments of$53 million included a loss on marketable securities of$23 million , an impairment charge of$46 million to write an investment down to its fair value, and a gain of$16 million on the sale of a 1% equity interest in Viacom18 to our joint venture partner. Gain on Early Extinguishment of Debt For 2018, we recorded a gain on extinguishment of debt of$18 million associated with the redemption of senior notes and debentures prior to maturity totaling$1.13 billion . II-21 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Other Items, Net The following table presents the components of Other items, net. Year Ended December 31, 2019 2018 Pension and postretirement benefit costs$ (99) $ (65) Foreign exchange losses (18) (19) Other 5 (8) Other items, net$ (112) $ (92) Benefit (Provision) for Income Taxes For 2019, we recorded a tax benefit of$29 million , reflecting an effective income tax rate of (0.9)%. Included in the benefit for income taxes were discrete items of$827 million , primarily consisting of a 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 tax benefit of$44 million realized in connection with the preparation of the 2018 federal tax return, based on further clarity provided by theU.S. government on tax positions relating to the Tax Reform Act, and a tax benefit of$39 million principally related to the bankruptcy of an investee. These items, taken together with a net tax benefit of$102 million on the items identified as affecting comparability in Reconciliation of Non-GAAP Measures, including restructuring and other corporate matters, programming charges, and gain on sales, reduced the effective income tax rate by 23.6 percentage points. For 2018, the provision for income taxes was$580 million , reflecting an effective income tax rate of 14.6%. The provision for income taxes included discrete items of$297 million , primarily consisting of 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; a tax benefit of$80 million relating to the Tax Reform Act and other tax law changes; and a tax benefit of$71 million relating to a tax accounting method change granted by theIRS .
Equity in Loss of Investee Companies, Net of Tax The following table presents equity in loss of investee companies for our equity-method investments.
Increase/(Decrease) Year Ended December 31, 2019 2018 $ % Equity in loss of investee companies$ (72) $ (62) $ (10) (16) % Tax benefit 19 15 4 27
Equity in loss of investee companies, net of tax
(6) (13) % II-22 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
Net Earnings from Continuing Operations Attributable to
Increase/(Decrease) Year Ended December 31, 2019 2018 $ %
Net earnings from continuing operations attributable to
$ 3,168 $ 3,320 $ (152) (5) %
Diluted EPS from continuing operations attributable to
$ 5.13 $ 5.35 $ (.22) (4) % For 2019, net earnings from continuing operations attributable toViacomCBS and diluted EPS from continuing operations decreased 5% and 4%, respectively, primarily driven by the lower operating income, mainly reflecting our increased investment in content. The lower operating income was partially offset by the aforementioned discrete tax benefits. Net Earnings from Discontinued Operations, Net of Tax The following tables set forth details of net earnings from discontinued operations for the years endedDecember 31, 2019 and 2018. Year Ended December 31, 2019 Simon & Schuster Other (a) Total Revenues$ 814 $ -$ 814 Costs and expenses: Operating 510 (50) 460 Selling, general and administrative 166 - 166 Depreciation and amortization 5 - 5 Restructuring charges 6 - 6 Total costs and expenses 687 (50) 637 Operating income 127 50 177 Other items, net (5) - (5) Earnings from discontinued operations 122 50 172 Income tax provision (20) (12) (32) Net earnings from discontinued operations, net of tax$ 102 $ 38 $ 140 Year Ended December 31, 2018 Simon & Schuster Other (a) Total Revenues$ 825 $ -$ 825 Costs and expenses: Operating 518 (42) 476 Selling, general and administrative 158 - 158 Depreciation and amortization 6 - 6 Restructuring charges 1 - 1 Total costs and expenses 683 (42) 641 Operating income 142 42 184 Other items, net (2) - (2) Earnings from discontinued operations 140 42 182 Income tax provision (37) (10) (47) Net earnings from discontinued operations, net of tax$ 103 $ 32 $ 135
(a) Primarily relates to indemnification obligations for leases associated with the previously discontinued operations of Famous Players.
II-23 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Segments
We operate in the following three segments:
TV ENTERTAINMENT:TV Entertainment consists of theCBS Television Network , our domestic broadcast network;CBS Studios andCBS Media Ventures , our television production and syndication operations; our CBS-branded streaming services, including CBS All Access (to be rebranded as Paramount+ inMarch 2021 ) and CBSN, among others;CBS Sports Network , our cable network focused on college athletics and other sports; andCBS Television Stations , our owned broadcast television stations.TV Entertainment's revenues are generated primarily from advertising sales, the licensing and distribution of content, and affiliate revenues, comprised of reverse compensation, retransmission fees, and subscription fees for our streaming services. CABLE NETWORKS: Cable Networks operates a portfolio of premium subscription cable networks, includingShowtime ; basic cable networks includingBET , Nickelodeon,MTV ,Comedy Central , Paramount Network, and Smithsonian Channel, among others; streaming services including Pluto TV, Showtime OTT, Noggin, and BET+; international extensions of these brands; and our international free-to-air broadcast networks, including Network 10,Channel 5 and Telefe. Cable Networks' revenues are generated primarily from affiliate revenues, comprised of fees from MVPDs and vMVPDs for carriage of our cable networks, and subscription fees from our streaming services; advertising sales; and the licensing of our content and brands.
FILMED ENTERTAINMENT: Our
During the fourth quarter of 2020, we entered into an agreement to sell Simon & Schuster, which was previously reported as the Publishing segment. Simon & Schuster has been presented as a discontinued operation in our consolidated financial statements for all periods presented.
We present operating income (loss) excluding depreciation and amortization, stock-based compensation, costs for restructuring and other corporate matters, programming charges and gain on sales, 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 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. Stock-based compensation is included as a component of our consolidated Adjusted OIBDA. The reconciliation of Adjusted OIBDA to our consolidated net earnings is presented in Note 19 to the consolidated financial statements. II-24 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
Segment Results of Operations - 2020 vs. 2019
% of Total % of Total
Increase/(Decrease)
Year Ended December 31, 2020 Revenues 2019 Revenues $ % Revenues: TV Entertainment$ 10,700 42 %$ 11,924 44 % $ (1,224) (10) % Cable Networks 12,589 50 12,449 46 140 1 Filmed Entertainment 2,562 10 2,990 11 (428) (14) Corporate/Eliminations (566) (2) (365) (1) (201) (55) Total Revenues$ 25,285 100 %$ 26,998 100 % $ (1,713) (6) % Increase/(Decrease) Year Ended December 31, 2020 2019 $ % Adjusted OIBDA: TV Entertainment$ 1,857 $ 2,443 $ (586) (24) % Cable Networks 3,746 3,515 231 7 Filmed Entertainment 215 80 135 169 Corporate/Eliminations (500) (449) (51) (11) Stock-based compensation (186) (196) 10 5 Total Adjusted OIBDA 5,132 5,393 (261) (5) Depreciation and amortization (430) (438) 8 2 Restructuring and other corporate matters (618) (769) 151 n/m Programming charges (159) (589) 430 n/m Gain on sales 214 549 (335) n/m Total Operating Income$ 4,139 $ 4,146 $ (7) - % n/m - not meaningful Increase/(Decrease) Year Ended December 31, 2020 2019 $ % Depreciation and Amortization: TV Entertainment$ 162 $ 150 $ 12 8 % Cable Networks 205 219 (14) (6) Filmed Entertainment 36 37 (1) (3) Corporate 27 32 (5) (16) Total Depreciation and Amortization$ 430 $ 438 $ (8) (2) % II-25 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
Increase/(Decrease)
Year Ended December 31, 2020 2019 $ % Advertising$ 5,035 $ 6,008 $ (973) (16) % Affiliate 3,129 2,550 579 23 Content licensing 2,369 3,157 (788) (25) Other 167 209 (42) (20) Revenues$ 10,700 $ 11,924 $ (1,224) (10) % Adjusted OIBDA$ 1,857 $ 2,443 $ (586) (24) % Revenues For 2020, the 10% decrease in revenues was mainly driven by the comparison againstCBS' broadcasts of tentpole sporting events in 2019, the impact of COVID-19 on our business during 2020, including weakness in the advertising market and the delay to the start of the television broadcast season, and lower content licensing revenues, partially offset by growth in affiliate revenues. Advertising The 16% decrease in advertising revenues was primarily driven by the aforementioned impact of COVID-19, as well as the comparison againstCBS' broadcasts of Super Bowl LIII and theNCAA Tournament in 2019. Under the current contract with the NFL, theSuper Bowl is broadcast on theCBS Television Network on a rotating basis with other networks through the 2022 season, with CBS broadcasting these games in 2019 and 2021. The 2020NCAA Tournament, which was scheduled to be broadcast by CBS in the first quarter of 2020, was cancelled as a result of COVID-19. In addition, the national semifinals and championship games of theNCAA Tournament, which are broadcast by CBS every other year through 2032 under agreements with theNCAA and Turner, were broadcast on CBS in the second quarter of 2019. Advertising revenues in 2020 benefited from record political advertising associated with theU.S. presidential election in 2020.
Affiliate
Affiliate revenues grew 23%, reflecting 19% growth in reverse compensation and retransmission fee revenues, as well as subscriber growth at CBS All Access.
Content Licensing Content licensing revenues decreased 25%, mainly due to a lower volume of licensing of our programming during 2020, as 2019 included several significant licensing agreements for library programming and the licensing of the final season of several series, including Jane the Virgin and Elementary, and 2020 was impacted by production delays related to COVID-19.
Other
Other revenues decreased 20%, primarily reflecting lower revenues from the rental of our production facilities as a result of production shutdowns due to COVID-19.
Revenues in 2021 will benefit from theCBS Television Network's broadcasts of Super Bowl LV and the national semifinals and championship games of theNCAA Tournament. Comparability in 2021 will be negatively II-26 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
impacted, however, by lower political advertising revenues driven by the
comparison against the
Adjusted OIBDA Adjusted OIBDA decreased 24% driven by the decline in revenues and increased costs to support the growth and expansion of CBS All Access. These decreases were partially offset by lower production and programming costs as a result of the comparison against the broadcast of major sporting events in 2019, production shutdowns in 2020 due to COVID-19, and the mix of programming. Participation expense was also lower as a result of the decline in content licensing revenues. Cable Networks
Increase/(Decrease)
Year Ended December 31, 2020 2019 $ % Advertising$ 4,743 $ 5,129 $ (386) (8) % Affiliate 6,037 6,052 (15) - Content licensing 1,809 1,268 541 43 Revenues$ 12,589 $ 12,449 $ 140 1 % Adjusted OIBDA$ 3,746 $ 3,515 $ 231 7 % Revenues
For 2020, revenues increased 1%, due to higher content licensing revenues, mainly reflecting the licensing of the domestic streaming rights for South Park to an SVOD provider, partially offset by a decline in advertising revenues. Domestic revenues increased 4% while international revenues decreased 10%, including a 2-percentage point unfavorable impact of foreign exchange rate changes.
Advertising
Advertising revenues decreased 8% primarily driven by the adverse effects of COVID-19. Domestic advertising revenues decreased 6%, reflecting lower linear impressions, including from weakness in the advertising market as a result of COVID-19. This decrease was partially offset by growth from our streaming businesses, including revenues from Pluto TV, which was acquired inMarch 2019 , and higher pricing. International advertising revenues decreased 12%, primarily reflecting weakness in the advertising market. Foreign exchange rate changes had an unfavorable impact of 1 percentage point on both worldwide and international advertising revenues.
Affiliate
Domestic affiliate revenues remained flat, as the declines in subscribers at our cable networks were offset by growth from our subscription streaming services, including Showtime OTT, BET+, and Noggin, and the launch of our basic cable networks on a vMVPD service. International affiliate revenues decreased 3%, including a 1-percentage point unfavorable impact of foreign exchange rate changes.Content Licensing The 43% increase in content licensing revenues was primarily the result of growth from the domestic licensing of programming to SVOD providers, mainly from South Park, and higher download-to-own revenues, led by sales of Yellowstone. II-27 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Adjusted OIBDA Adjusted OIBDA increased 7%, driven by the revenue growth and lower SG&A expenses, reflecting lower advertising and promotion costs due to the broadcast of fewer original programs, savings from restructuring and other cost savings initiatives, as well as lower travel and entertainment expenses associated with shutdowns resulting from COVID-19. These cost decreases were partially offset by higher participation costs associated with the mix of titles licensed each year.Filmed Entertainment Increase/(Decrease) Year Ended December 31, 2020 2019 $ % Theatrical$ 180 $ 547 $ (367) (67) % Home Entertainment 709 623 86 14 Licensing 1,598 1,709 (111) (6) Other 75 111 (36) (32) Revenues$ 2,562 $ 2,990 $ (428) (14) % Adjusted OIBDA$ 215 $ 80 $ 135 169 % Revenues For 2020, the 14% decrease in revenues reflects the impact from the closure or reduction in capacity of movie theaters in response to COVID-19 throughout most of 2020.
Theatrical
The 67% decrease in theatrical revenues reflects the impact from the closure or reduction in capacity of movie theaters throughout most of 2020. Theatrical revenues during the current year benefited from the theatrical release of Sonic the Hedgehog in the first quarter, while the prior year benefited from several significant theatrical releases.Home Entertainment The 14% increase in home entertainment revenues was driven by higher sales of catalog titles and titles fromMiramax , which was acquired in 2020. The current year benefited from the 2020 releases of Sonic the Hedgehog and Terminator: Dark Fate, as well as Gemini Man, which was released in the home entertainment market in late 2019, while the prior-year benefited from Bumblebee, Rocketman, Mission: Impossible - Fallout and Instant Family.
Licensing
The 6% decrease in licensing revenues was primarily due to lower revenues from the licensing of catalog titles, television programming produced for third parties and music rights. These decreases were partially offset by the licensing ofMiramax titles in 2020 and current year releases, including Lovebirds and the international licensing of The SpongeBob Movie: Sponge on the Run. Adjusted OIBDA Adjusted OIBDA increased$135 million as the revenue decline was more than offset by lower distribution and film production costs resulting from fewer theatrical releases in the current year due to COVID-19. Fluctuations in results for theFilmed Entertainment segment may occur as a result of the timing of the recognition of II-28 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
distribution costs, including print and advertising, which are generally incurred before and throughout the theatrical release of a film, while the revenues for the respective film are recognized as earned through the film's theatrical exhibition and subsequent distribution windows. Segment Results of Operations - 2019 vs. 2018
% of Total % of Total Increase/(Decrease) Year EndedDecember 31, 2019 Revenues 2018 Revenues $ % Revenues:TV Entertainment $ 11,924 44 %$ 11,061 42 % $ 863 8 % Cable Networks 12,449 46 12,683 48 (234) (2)Filmed Entertainment 2,990 11 2,956 11 34 1 Corporate/Eliminations (365) (1) (275) (1) (90) (33) Total Revenues$ 26,998 100 %$ 26,425 100 % $ 573 2 % Increase/(Decrease) Year Ended December 31, 2019 2018 $ % Adjusted OIBDA: TV Entertainment$ 2,443 $ 2,466 $ (23) (1) % Cable Networks 3,515 4,341 (826) (19) Filmed Entertainment 80 (33) 113 n/m Corporate/Eliminations (449) (433) (16) (4) Stock-based compensation (196) (201) 5 2 Total Adjusted OIBDA 5,393 6,140 (747) (12) Depreciation and amortization (438) (427) (11) (3) Restructuring and other corporate matters (769) (489) (280) n/m Programming charges (589) (162) (427) n/m Gain on sale 549 - 549 n/m Total Operating Income$ 4,146 $ 5,062 $ (916) (18) % n/m - not meaningful Increase/(Decrease) Year Ended December 31, 2019 2018 $ % Depreciation and Amortization: TV Entertainment$ 150 $ 160 $ (10) (6) % Cable Networks 219 194 25 13 Filmed Entertainment 37 38 (1) (3) Corporate 32 35 (3) (9) Total Depreciation and Amortization$ 438 $ 427 $ 11 3 % II-29 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
Increase/(Decrease)
Year Ended December 31, 2019 2018 $ % Advertising$ 6,008 $ 5,751 $ 257 4 % Affiliate 2,550 2,082 468 22 Content licensing 3,157 3,006 151 5 Other 209 222 (13) (6) Revenues$ 11,924 $ 11,061 $ 863 8 % Adjusted OIBDA$ 2,443 $ 2,466 $ (23) (1) % Revenues For 2019, the 8% increase inTV Entertainment revenues reflects growth across each of the segment's main revenue streams. Advertising The 4% increase in advertising revenues was driven byCBS' broadcasts of Super Bowl LIII and the national semifinals and championship games of theNCAA Tournament in 2019, partially offset by the timing of other sporting events and lower political advertising as a result of the benefit to 2018 from midterm elections. TheSuper Bowl is broadcast on theCBS Television Network on a rotating basis with other networks through the 2022 season under the current contract with the NFL and the national semifinals and championship games of theNCAA Tournament are broadcast on theCBS Television Network every other year through 2032 under the current agreement with theNCAA and Turner.
Affiliate
Affiliate revenues grew 22% primarily as a result of a 20% increase in reverse compensation and retransmission fee revenues as well as subscriber growth at CBS All Access.Content Licensing Content licensing increased 5%, driven by higher revenues from the production of programming for third parties, including Unbelievable and Dead to Me, and higher revenues from the licensing of library programming to SVOD providers. Adjusted OIBDA Adjusted OIBDA decreased 1% as a result of an increased investment in content and higher costs associated with the growth and expansion of our streaming services, partially offset by higher revenues. II-30 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
Cable Networks
Increase/(Decrease)
Year Ended December 31, 2019 2018 $ % Advertising$ 5,129 $ 5,130 $ (1) - % Affiliate 6,052 6,294 (242) (4) Content licensing 1,268 1,259 9 1 Revenues$ 12,449 $ 12,683 $ (234) (2) % Adjusted OIBDA$ 3,515 $ 4,341 $ (826) (19) % Revenues For 2019, revenues decreased 2% from 2018, reflecting an unfavorable impact from foreign exchange rate changes of 2-percentage points. Domestic revenues remained substantially flat compared with 2018 as higher advertising revenues were offset by a decline in affiliate revenues. International revenues decreased 9% mainly as a result of a 7-percentage point unfavorable impact of foreign exchange rate changes.
Advertising
Advertising revenues remained flat compared with 2018 and included an unfavorable impact of foreign exchange rate changes of 3-percentage points. Domestic advertising revenues increased 6%, reflecting higher revenues from our streaming businesses, including Pluto TV, which was acquired inMarch 2019 . The domestic advertising growth also reflects higher pricing and the inclusion of the results of Pop TV. We began consolidating Pop TV inMarch 2019 when we acquired the 50% stake we did not own, which brought our ownership to 100%. These increases were partially offset by lower linear impressions. International advertising revenues decreased 13%, mainly reflecting the unfavorable impact of foreign exchange rate changes of 9-percentage points, as well as softness in the Australian andU.K. markets, partially offset by increases in pricing and political advertising inArgentina .
Affiliate
Affiliate revenues decreased 4%, which included a 1-percentage point unfavorable impact from foreign exchange rate changes. Domestic affiliate revenues decreased 4%, primarily driven by declines in traditional MVPD subscribers at our cable networks. These declines were partially offset by growth from Showtime OTT, the inclusion of the results of Pop TV, and contractual rate increases under carriage agreements. International affiliate revenues decreased 6%, reflecting a 6-percentage point unfavorable impact of foreign exchange rate changes.Content Licensing The 1% increase in content licensing revenues, which includes the unfavorable impact of foreign exchange rate changes of 1-percentage point, was the result of increased revenues from the production of programming for third parties, includingThe Real World and Bellator mixed martial arts events. These increases were partially offset by lower secondary market revenue, driven by the renewal of a significant domestic licensing agreement for theShowtime original series, Dexter, in 2018.
Adjusted OIBDA Adjusted OIBDA decreased 19%, driven by lower revenues as well as increased investment in content and higher advertising and promotion expenses.
II-31 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
Filmed Entertainment Increase/(Decrease) Year Ended December 31, 2019 2018 $ % Theatrical$ 547 $ 744 $ (197) (26) % Home Entertainment 623 617 6 1 Licensing 1,709 1,493 216 14 Other 111 102 9 9 Revenues$ 2,990 $ 2,956 $ 34 1 % Adjusted OIBDA$ 80 $ (33) $ 113 n/m n/m - not meaningful Revenues For 2019, the 1% increase in revenues reflects growth in licensing revenues, partially offset by lower theatrical revenues. Foreign exchange rate changes had a 1-percentage point unfavorable impact on the revenue comparison. Theatrical The 26% decrease in theatrical revenues principally reflects a difficult comparison to 2018, which included the releases of Mission: Impossible - Fallout and AQuiet Place . Theatrical revenues in 2019 benefited from the releases of Rocketman, Gemini Man and Dora and the Lost City of Gold, as well as the continued success of the 2018 release, Bumblebee. Foreign exchange rate changes had a 1-percentage point unfavorable impact on theatrical revenues.Home Entertainment The 1% increase in home entertainment revenues was driven by the number and mix of titles in release. Significant 2019 releases included Bumblebee, Rocketman, Instant Family, and Pet Sematary, while 2018 benefited from the releases of Mission: Impossible - Fallout, Daddy's Home 2 and AQuiet Place . Changes in foreign exchange rates resulted in a 1-percentage point unfavorable impact on the revenue comparison.
Licensing
The 14% growth in licensing revenues was driven by increases in licensing of film catalog titles to SVOD providers and recent releases to pay television services. Foreign exchange rate changes had a 1-percentage point unfavorable impact on licensing revenues.
Other
The 9% increase in other revenues was driven by higher studio rental revenues.
Adjusted OIBDA Adjusted OIBDA for 2019 increased to$80 million from a loss of$33 million for 2018, principally driven by higher profits from licensing of film library titles. This increase was partially offset by costs associated with future film releases and higher incentive compensation costs. Fluctuations in results for theFilmed Entertainment segment may occur as a result of the timing of the recognition of print and advertising expenses, which are generally incurred before and throughout the theatrical release of a film, while the revenues for the respective film are recognized as earned through the film's theatrical exhibition and subsequent distribution windows. II-32 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Liquidity and Capital Resources Sources and Uses of Cash We project anticipated cash requirements for our operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs. Our operating needs include, among other items, commitments for sports programming rights, television and film programming, talent contracts, leases, interest payments, income tax payments and pension funding obligations. Our investing and financing spending includes capital expenditures, investments and acquisitions, share repurchases, dividends and principal payments on our outstanding indebtedness. We believe that our operating cash flows, cash and cash equivalents, borrowing capacity under our$3.50 billion Credit Facility, and access to capital markets are sufficient to fund our operating, investing and financing requirements for the next twelve months. Our funding for short-term and long-term obligations will come primarily from cash flows from operating activities. Any additional cash funding requirements are financed with short-term borrowings, including commercial paper, and long-term debt. To the extent that commercial paper is not available to us, the Credit Facility provides sufficient capacity to satisfy short-term borrowing needs. We routinely assess our capital structure and opportunistically enter into transactions to lower our interest expense, which could result in a charge from the early extinguishment of debt.
Funding for our long-term debt obligations due over the next five years of
During the year endedDecember 31, 2020 , we issued$4.50 billion of senior notes with interest rates ranging from 4.20% to 4.95% and due dates from 2025 to 2050. The net proceeds from these issuances are being used for the redemption of our long-term debt as well as for general corporate purposes. During the year endedDecember 31, 2020 , we redeemed, prior to maturity, senior notes, debentures, and junior subordinated debentures totaling$2.77 billion , for an aggregate redemption price of$2.88 billion . During the fourth quarter of 2020, we announced that we entered into an agreement to sell Simon & Schuster for$2.175 billion in cash, which is expected to close in 2021, subject to customary closing conditions, including regulatory approvals. In addition, we completed the sale of CMG for cash proceeds of$459 million and advertising and data licensing credits of$25 million . These divestitures are a result of a strategic review of our non-core assets. Proceeds from these transactions will be used to invest in our strategic growth priorities, including in streaming, as well as to fund the dividend and pay down debt. The ongoing impact of COVID-19 could have a negative effect on our financial condition or our ability to fund operations, dividends or future investment opportunities due to an increase in the cost of, or difficulty in, obtaining debt or equity financing, or our ability to comply with the leverage covenant in our Credit Facility in the future. The magnitude of the continuing impact on our financial condition and results of operations will depend on numerous evolving factors that we may not be able to accurately predict or control, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and such governmental actions, and the economic and operating conditions that we may face in the aftermath of COVID-19. II-33 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Our access to capital markets can be impacted by factors outside our control, including economic conditions; however, we believe that our strong cash flows and balance sheet, our credit facility and our credit rating will provide us with adequate access to funding for our expected cash needs. The cost of any new borrowings are affected by market conditions and short and long-term debt ratings assigned by independent rating agencies, and there can be no assurance that we will be able to access capital markets on terms and conditions that will be favorable to us. AtDecember 31, 2020 , we had$2.36 billion of remaining availability under our share repurchase program. Any share repurchases under the program are expected to be funded by cash flows from operations and, as appropriate, with short-term borrowings, including commercial paper, and/or the issuance of long-term debt. Cash Flows The changes in cash, cash equivalents and restricted cash were as follows: Increase/ (Decrease) Increase/ (Decrease) Year Ended December 31, 2020 2019 2020 vs. 2019 2018 2019 vs. 2018 Cash provided by operating activities from: Continuing operations$ 2,215 $ 1,171 $ 1,044 $ 3,324 $ (2,153) Discontinued operations 79 59 20 140 (81) Cash provided by operating activities 2,294 1,230 1,064 3,464 (2,234) Cash provided by (used for) investing activities from: Continuing operations 63 (145) 208 (581) 436 Discontinued operations (7) (10) 3 (30) 20 Cash provided by (used for) investing activities 56 (155) 211 (611) 456 Cash used for financing activities (90) (1,216) 1,126 (2,531) 1,315 Effect of exchange rate changes on cash, cash equivalents and restricted cash 25 (1) 26 (25) 24 Net increase (decrease) in cash, cash equivalents and restricted cash$ 2,285 $ (142) $ 2,427 $ 297 $ (439) Operating Activities. The increase in cash provided by operating activities from continuing operations for 2020 compared to 2019 was primarily driven by significantly lower spending, including for programming, production, advertising and distribution costs resulting from production shutdowns related to COVID-19 and cost savings, as well as lower payments for income taxes. These impacts were partially offset by the decline in revenues and higher payments for restructuring, merger-related costs, and costs to achieve synergies. The decrease in cash provided by operating activities from continuing operations for 2019 compared with 2018 was primarily driven by increased spending for television and film programming, higher payments for income taxes and payments of$132 million associated with costs related to the Merger. Cash paid for income taxes from continuing operations decreased to$411 million for 2020 from$560 million for 2019. The comparison was impacted by a payment in 2019 as a result of guidance issued by theU.S. government inJanuary 2019 relating to the transition tax on cumulative foreign earnings and profits that resulted from the enactment of federal tax legislation inDecember 2017 . The increase in cash payments for income taxes from continuing operations for 2019 compared to$153 million for 2018 was primarily due to the aforementioned payment in 2019, as well as a benefit to 2018 from the application of a federal income tax overpayment carryforward from 2017. II-34 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Cash provided by operating activities from discontinued operations reflects the operating activities of Simon & Schuster. Investing Activities Year Ended December 31, 2020 2019 2018 Investments (a)$ (59) $ (171) $ (161) Capital expenditures (324) (345) (345) Acquisitions, net of cash acquired (b) (147) (399) (118) Proceeds from dispositions (c) 593 756 39 Other investing activities from continuing operations - 14 4
Cash flow provided by (used for) investing activities from continuing operations
63 (145) (581)
Cash flow used for investing activities from discontinued operations (7)
(10) (30) Cash flow provided by (used for) investing activities $
56
(a) Primarily includes our investment in The CW. (b) 2020 primarily reflects the acquisition ofMiramax , a global film and television studio. 2019 primarily reflects the acquisition ofPluto Inc. and the remaining 50% interest in Pop TV, a general entertainment cable network. 2018 primarily reflects the acquisitions ofWhoSay Inc. , a leading influence marketing firm, Pop Culture Media, a digital entertainment media company, andVidCon LLC , a host of conferences dedicated to online video. (c) 2020 reflects the sale of CMG and marketable securities. 2019 primarily reflects the sale of CBS Television City. Financing Activities Year Ended December 31, 2020 2019 2018
(Repayments of) proceeds from short-term debt borrowings, net
4,375 492 - Repayment of long-term debt (2,901) (910) (1,102) Dividends (600) (595) (599) Purchase of the Company's Class B Common Stock (58) (57) (586)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation
(93) (56) (67) All other financing activities, net (107) (115) (172) Cash flow used for financing activities$ (90) $ (1,216) $ (2,531) Free Cash Flow Free cash flow is a non-GAAP financial measure. Free cash flow reflects our net cash flow provided by operating activities from continuing operations 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 from continuing operations is the most directly 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 II-35 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) 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 of 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 from continuing operations 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 from continuing operations to free cash flow.
Year Ended
2020 2019 2018 Net cash flow provided by operating activities from continuing operations (GAAP)$ 2,215 $ 1,171 $ 3,324 Capital expenditures (324) (345) (345) Free cash flow (Non-GAAP)$ 1,891 $ 826 $ 2,979 Dividends We declared a quarterly cash dividend on our Class A and Class B Common Stock during each of the quarters of 2020, resulting in total dividends for the year of$601 million , or$.96 per share. OnDecember 19, 2019 , we declared a quarterly cash dividend of$.24 per share on our Class A and ClassB Common Stock, resulting in total dividends of$150 million . Prior to the Merger, Viacom and CBS each declared a quarterly cash dividend during each of the first three quarters of 2019 and during each of the four quarters of 2018. During the first three quarters of 2019, CBS declared total per share dividends of$.54 , resulting in total dividends of$205 million . For the year endedDecember 31, 2018 , CBS declared total per share dividends of$.72 , resulting in total annual dividends of$274 million . During the first three quarters of 2019, Viacom declared total per share dividends of$.60 , resulting in total dividends of$245 million . For the year endedDecember 31, 2018 , Viacom declared total per share dividends of$.80 , resulting in total annual dividends of$325 million .
On
Share Repurchase Program During 2020, we repurchased 1.3 million shares of ViacomCBS Class B Common Stock under our share repurchase program for$50 million , at an average cost of$38.63 per share. AtDecember 31, 2020 ,$2.36 billion of authorization remained under the share repurchase program. II-36 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Capital Structure The following table sets forth our debt. At December 31, 2020 2019 Commercial paper $ -$ 699 Senior debt (2.250%-7.875% due 2021-2050) 18,455 16,690 Junior debt (5.875%-6.250% due 2057) 1,157 1,286 Other bank borrowings 95 - Obligations under finance leases 26 44 Total debt (a) 19,733 18,719 Less commercial paper - 699 Less current portion of long-term debt 16 18 Total long-term debt, net of current portion$ 19,717 $ 18,002
(a) At
During the year endedDecember 31, 2020 , we issued$4.50 billion of senior notes with interest rates ranging from 4.20% to 4.95% and due dates from 2025 to 2050. The net proceeds from these issuances are being used for the redemption of our long-term debt as well as for general corporate purposes. During the year endedDecember 31, 2020 , we redeemed, prior to maturity, senior notes, debentures, and junior subordinated debentures totaling$2.77 billion , for an aggregate redemption price of$2.88 billion . These redemptions resulted in a pre-tax loss on extinguishment of debt of$126 million ($97 million , net of tax). During the year endedDecember 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 dueAugust 2019 . During 2019, we also repaid the$220 million aggregate principal amount of our 5.625% senior notes dueSeptember 2019 and the$90 million aggregate principal amount of our 2.75% senior notes dueDecember 2019 . During the year endedDecember 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 extinguishment of debt of$18 million ($14 million , net of tax). Our 5.875% junior subordinated debentures dueFebruary 2057 and 6.25% junior subordinated debentures dueFebruary 2057 accrue interest at the stated fixed rates untilFebruary 28, 2022 andFebruary 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 subordination, interest deferral option and extended term of the junior subordinated debentures provide significant credit protection measures for senior creditors and, as a result of these features, the debentures received a 50% equity credit byStandard & Poor's Rating Services andFitch Ratings Inc. , and a 25% equity credit byMoody's Investors Service, Inc. The interest rate payable on our 2.25% senior notes dueFebruary 2022 and 3.45% senior notes dueOctober 2026 , collectively the "Senior Notes", will be subject to adjustment from time to time ifMoody's Investor Services, Inc. orS&P Global Ratings downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the II-37 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) 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. AtDecember 31, 2020 , the outstanding principal amount of our 2.25% senior notes dueFebruary 2022 and 3.45% senior notes dueOctober 2026 was$35 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. Commercial Paper InJanuary 2020 , our commercial paper program was increased to$3.50 billion from$2.50 billion in conjunction with the new$3.50 billion revolving credit facility described below. AtDecember 31, 2020 , we had no outstanding commercial paper borrowings. AtDecember 31, 2019 , we had$699 million outstanding commercial paper borrowings under our commercial paper program at a weighted average interest rate of 2.07% and maturities of less than 90 days. Credit Facility InJanuary 2020 , the$2.50 billion revolving credit facility held by CBS prior to the Merger, with a maturity inJune 2021 , was terminated and the revolving credit facility held by Viacom prior to the Merger, with a maturity inFebruary 2024 , was amended and restated to a$3.50 billion revolving credit facility with a maturity inJanuary 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 generally based on either the prime rate in theU.S. or LIBOR plus a margin based on our senior unsecured debt rating, depending on the type and tenor of the loans entered. The Credit Facility has one principal financial covenant that 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. 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 ofDecember 31, 2020 . AtDecember 31, 2020 , we had no borrowings outstanding under the Credit Facility and the remaining availability under the Credit Facility, net of outstanding letters of credit, was$3.50 billion . Other Bank Borrowings AtDecember 31, 2020 , we had$95 million of bank borrowings with a weighted average interest rate of 3.50% underMiramax's $300 million credit facility, which matures inApril 2023 . II-38 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Contractual Obligations As ofDecember 31, 2020 , payments due by period under our significant contractual obligations with remaining terms in excess of one year were as follows: Payments Due by Period 2026 and Total 2021 2022-2023 2024-2025 Thereafter
Off-Balance Sheet Arrangements
Programming and talent commitments (a)
1,377 501 614 201 61 On-Balance Sheet Arrangements Operating leases (c) 2,269 372 575 406 916 Long-term debt obligations (d) 20,210 - 2,165 2,942 15,103 Interest commitments on long-term debt (e) 14,756 970 1,904 1,680 10,202 Finance leases (including interest) (f) 28 17 9 2 - Other long-term contractual obligations (g) 1,734 - 1,261 440 33 Total$ 50,226 $ 4,485 $ 10,797 $ 6,895 $ 28,049 (a) Our programming and talent commitments include$5.98 billion for sports programming rights and$3.87 billion relating to the production and licensing of television and film programming, including talent contracts. (b) Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including open purchase orders. (c) Consists of operating lease commitments for office space, equipment, satellite transponders and studio facilities. Amounts reflect future minimum payments, excluding interest. (d) Reflects long-term debt obligations at face value, excluding finance leases. (e) Future interest based on scheduled debt maturities. Interest payments on junior subordinated debentures subsequent to the expiration of their fixed-rate periods have been included based on their current fixed rates. (f) Includes finance lease obligations for satellite transponders and equipment, excluding interest. (g) Reflects long-term contractual obligations recorded on the Consolidated Balance Sheet, including program liabilities; participations; residuals; and a tax liability resulting from the enactment of the Tax Reform Act inDecember 2017 . This tax liability reflects the remaining tax on our historical accumulated foreign earnings and profits, which is payable to theIRS in 2024 and 2025. The table above does not include payments relating to reserves for uncertain tax positions of$308 million and related interest and penalties, redeemable noncontrolling interest of$197 million , our guarantee liability of$100 million relating to the sale of CBS Television City, lease indemnification obligations of$67 million , residual liabilities of previously disposed businesses, and potential future contributions to our qualified defined benefit pension plans. The amount and timing of payments with respect to these items are subject to a number of uncertainties such that we are unable to make sufficiently reliable estimations of future payments. In 2021, we expect to make contributions of approximately$15 million to our qualified pension plans for minimum funding requirements under ERISA and$86 million to our non-qualified pension plans to satisfy the benefit payments due under these plans. Also in 2021, we expect to contribute approximately$39 million to our other postretirement benefit plans to satisfy our portion of benefit payments due under these plans.
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 II-39 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)December 31, 2020 , the outstanding letters of credit and surety bonds approximated$144 million and were not recorded on the Consolidated Balance Sheet. CBS Television City. In connection with the sale of CBS Television City in 2019, we 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 atDecember 31, 2020 is a liability of$100 million , reflecting the present value of the remaining 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. These lease commitments amounted to$67 million as ofDecember 31, 2020 , and are presented within "Other liabilities" on the Consolidated Balance Sheet. 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. Film Financing Arrangements. From time to time we enter into film or television programming (collectively referred to as "film") financing arrangements that involve the sale of a partial copyright interest in a film to third-party investors. Since the investors typically have the risks and rewards of ownership proportionate to their ownership in the film, we generally record the amounts received for the sale of copyright interest as a reduction of the cost of the film and related cash flows are reflected in net cash flow from operating activities. We also enter into collaborative arrangements with other studios to jointly finance and distribute films ("co-financing arrangements"), under which each partner is responsible for distribution of the film in specific territories or distribution windows. The partners' share in the profits and losses of the films under these arrangements are included within participations expense. 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. Critical Accounting Policies The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, we evaluate these estimates, which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions. We consider the following accounting policies to be the most critical as they are important to our financial condition and results of operations, and require significant judgment and estimates on the part of management in their application. The risks and uncertainties involved in applying our critical accounting policies are provided II-40 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) below. Unless otherwise noted, we applied our critical accounting policies and estimation methods consistently in all material respects and for all periods presented, and have discussed such policies with our Audit Committee. For a summary of our significant accounting policies, see the accompanying notes to the consolidated financial statements. Revenue Recognition Revenue is recognized when control of a good or service is transferred to a customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Significant judgments used in the determination of the amount and timing of revenue recognition include the identification of distinct performance obligations in contracts containing bundled advertising sales and content licenses, and the allocation of consideration among individual performance obligations within these arrangements based on their relative standalone selling prices. Advertising Revenues-Advertising revenues are recognized when the advertising spots are aired on television or displayed on digital platforms. If a contract includes a guarantee to deliver a targeted audience rating or number of impressions, the delivery of the advertising spots that achieve the guarantee represents the performance obligation to be satisfied over time and revenues are recognized based on the proportion of the audience rating or impressions delivered to the total guaranteed in the contract. To the extent the amounts billed exceed the amount of revenue recognized, such excess is deferred until the guaranteed audience ratings or impressions are delivered. For contracts that do not include impressions guarantees, the individual advertising spots are the performance obligation and consideration is allocated among the individual advertising spots based on relative standalone selling price. Affiliate Revenues-The performance obligation for our affiliate agreements is a license to our programming provided through the continuous delivery of live linear feeds and, for agreements with MVPDs and subscribers to our streaming services, also includes a license to programming for video on demand viewing. Affiliate revenues are recognized over the term of the agreement as we satisfy our performance obligation by continuously providing our customer with the right to use our programming. For agreements that provide for a variable fee, revenues are determined each month based on an agreed upon contractual rate applied to the number of subscribers to our customer's service. For agreements that provide for a fixed fee, revenues are recognized based on the relative fair value of the content provided over the term of the agreement. These agreements primarily include agreements with television stations affiliated with theCBS Television Network ("network affiliates") for which fair value is determined based on the fair value of the network affiliate's service and the value of our programming. Content Licensing Revenues-For licenses of exhibition rights for internally-produced programming, each individual episode or film delivered represents a separate performance obligation and revenues are recognized when the episode or film is made available to the licensee for exhibition and the license period has begun. For license agreements that include delivery of content on one or more dates for a fixed fee, consideration is allocated based on the relative standalone selling price of each episode or film, which is based on licenses for comparable content within the marketplace. Estimation of standalone selling prices requires judgment, which can impact the timing of recognizing revenues. Film and Television Production and Programming Costs Costs incurred to produce television programs and feature films are capitalized when incurred and amortized over the projected life of each television program or feature film. The costs incurred in acquiring television series and feature film programming rights, including advances, are capitalized when the license period has begun and the program is accepted and available for airing. The costs of programming rights licensed under multi-year sports II-41 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) programming agreements are capitalized if the rights payments are made before the related economic benefit has been received. Acquired programming rights, including rights for sports programming, are expensed over the shorter of the license period or the period in which an economic benefit is expected to be derived. For internally-produced television programs and feature films that are predominantly monetized on an individual basis, we use an individual-film-forecast computation method to amortize capitalized production costs and to accrue estimated liabilities for participations and residuals over the applicable title's life cycle based upon the ratio of current period revenues to estimated remaining total gross revenues to be earned ("Ultimate Revenues") for each title. Management's judgment is required in estimating Ultimate Revenues and the costs to be incurred throughout the life of each television program or feature film. These estimates are used to determine the timing of amortization of capitalized production costs and expensing of participation and residual costs. For television programming, our estimate of Ultimate Revenues includes revenues to be earned within 10 years from the delivery of the first episode, or, if still in production, 5 years from the delivery of the most recent episode, if later. These estimates are based on the past performance of similar television programs in a market, the performance in the initial markets and future firm commitments to license programs. For feature films, our estimate of Ultimate Revenues includes revenues from all sources that are estimated to be earned within 10 years from the date of a film's initial theatrical release. Prior to the release of feature films, we estimate Ultimate Revenues based on the historical performance of similar content and pre-release market research (including test market screenings), as well as factors relating to the specific film, including the expected number of theaters and markets in which the original content will be released, the genre of the original content and the past box office performance of the lead actors and actresses. For films intended for theatrical release, we believe the performance during the theatrical exhibition is the most sensitive factor affecting our estimate of Ultimate Revenues as subsequent markets have historically exhibited a high correlation to theatrical performance. Upon a film's initial release, we update our estimate of Ultimate Revenues based on actual and expected future performance. Our estimates of revenues from succeeding windows and markets are revised based on historical relationships to theatrical performance and an analysis of current market trends. We also review and revise estimates of Ultimate Revenue and participation costs as of each reporting date to reflect the most current available information. After their theatrical release the most sensitive factor affecting our estimates for feature films is the extent of home entertainment sales. In addition to theatrical performance, home entertainment sales vary based on a variety of factors including demand for our titles, the volume and quality of competing products, marketing and promotional strategies, as well as economic conditions.
For acquired film libraries, our estimate of Ultimate Revenues is for a period within 20 years from the date of acquisition.
For programming that is predominantly monetized as part of a film group, which includes our acquired programming rights and certain internally-produced television programs, capitalized costs are amortized based on an estimate of the timing of our usage of and benefit from such programming. Such estimates require management's judgement and include consideration of factors such as expected revenues to be derived from the programming, the expected number of future airings, and, for acquired programming, the length of the license period. If initial airings are expected to generate higher revenues, an accelerated method of amortization is used. These estimates are periodically reviewed and updated based on information available throughout the contractual term or life of each program.
We test a film group or individual television program or feature film for impairment when events or circumstances indicate that its fair value may be less than its unamortized cost. If the result of the impairment test
II-42 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) indicates that the carrying value exceeds the estimated fair value, an impairment charge will then be recorded for the amount of the difference. In addition, unamortized costs for internally-produced or acquired programming that have been substantively abandoned are written off.Goodwill and Intangible Assets Impairment Test We perform fair value-based impairment tests of goodwill and intangible assets with indefinite lives, comprised primarily of televisionFCC licenses, 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-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 theFCC licenses at this level represent their highest and best use. AtDecember 31, 2020 , we had 14 television markets withFCC license book values. For our annual impairment test, we perform qualitative assessments for each television market that we estimate has an aggregate fair value ofFCC licenses that significantly exceed their respective carrying values. Additionally, we consider the duration of time since a quantitative test was performed. For the 2020 annual impairment test, we performed qualitative assessments for 10 of our markets. For each market, we weighed the relative impact of market-specific and macroeconomic factors. The market-specific factors considered include recent projections by geographic market from both independent and internal sources for revenue and operating costs, as well as average market share. We also considered the macroeconomic impact on discount rates and growth rates. 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 theFCC licenses in each of these television markets are less than their respective carrying values. Therefore, performing a quantitative impairment test on these markets was unnecessary. A quantitative impairment test ofFCC 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 long-term growth rate, which is based on projected long-range inflation and industry projections. During the second quarter of 2020, based on an assessment of the relevant factors that could impact the fair value ofFCC licenses, including the effects of COVID-19, we determined that an interim impairment test was necessary for three markets in which we holdFCC licenses. The impairment test indicated that the estimated fair values ofFCC licenses in two markets were lower than their respective carrying values, which resulted from recent declines in industry projections in the markets where theseFCC licenses are held, that were further accelerated by COVID-19. Accordingly, we recorded an impairment charge of$25 million to write down the carrying values of theseFCC licenses to their aggregate estimated fair value of$216 million . This charge is included within "Depreciation and amortization" in the Consolidated Statement of Operations recorded within theTV Entertainment segment. Additionally, the estimated fair value of theFCC license in the third market exceeded its carrying value of$53 million by 7%. II-43 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) For the 2020 annual test, we performed a quantitative impairment test for the three markets tested during the second quarter, as well as a fourthU.S. television market. The impairment tests indicated that the estimated fair values ofFCC licenses in the three markets we tested during the second quarter, which had an aggregate carrying value ofFCC licenses of$269 million atDecember 31, 2020 , were within 10% of their respective carrying values. The fourth market had a fair value that exceeded its carrying value by more than 20%. The estimated fair values ofFCC licenses are highly dependent on the assumptions of future economic conditions in the individual geographic markets in which we own and operate television stations. Certain future events and circumstances, including deterioration of market conditions, higher cost of capital, or a further decline in the local television advertising marketplace could result in a downward revision to our current assumptions and judgments. Various factors may contribute to a future decline in an advertising marketplace including declines in economic conditions; an other-than-temporary decrease in spending by advertisers in certain industries that have historically represented a significant portion of television advertising revenues in that market; a shift by advertisers to competing advertising platforms; changes in consumer behavior; and/or a change in population size. A downward revision to the present value of future cash flows could result in impairment and a noncash charge would be required. Such a charge could have a material effect on the Consolidated Statement of Operations and Consolidated Balance Sheet. Goodwill-Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below. AtDecember 31, 2020 , we had four reporting units. For the 2020 annual impairment test, we tested two reporting units for impairment as ofAugust 31 and the remaining reporting units as ofOctober 31 . For our annual impairment test, we perform a qualitative assessment for each reporting unit that management estimates has a fair value that significantly exceeds its respective carrying value. For the 2020 annual impairment test, we performed qualitative assessments for all of our 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. The reporting unit specific factors that were considered included actual and expected financial performance and changes to the reporting units' carrying amounts since the most recent impairment tests. For each industry in which the reporting units operate, we considered growth projections from independent sources and significant developments or transactions within the industry. We also determined that the impact of macroeconomic factors on the discount rates and growth rates used for the most recent impairment tests would not significantly affect the fair value of the reporting units, and that the lower tax rate from tax law changes enacted since the most recent quantitative tests would positively impact the fair value of the reporting units. 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 value of each reporting unit is less than its respective carrying amount and therefore performing quantitative impairment tests was unnecessary. A quantitative goodwill impairment test, when performed, includes estimating the fair value of a reporting unit using an income approach based on a discounted cash flow analysis and/or a market-based approach. A discounted cash flow analysis requires us to make various judgmental assumptions, including assumptions about the timing and amount of future cash flows, growth rates and discount rates. Certain future events and circumstances, including deterioration of market conditions, higher cost of capital, a decline in the advertising market, a shift by advertisers to competing advertising platforms, changes in consumer behavior and/or a decrease in audience acceptance of our content could result in changes to our assumptions and judgments used in the goodwill impairment tests. A downward revision of these assumptions could cause the fair values of the reporting units to fall below their respective carrying values and a noncash impairment charge would II-44 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)
be required. Such a charge could have a material effect on the Consolidated Statement of Operations and Consolidated Balance Sheet.
Legal Matters Estimates of liabilities related to legal issues and discontinued businesses, including asbestos and environmental matters, require significant judgments by management. 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 continually evaluate these estimates based on changes in the relevant facts and circumstances and events that may impact estimates. While we believe that our accrual for matters related to our predecessor operations, including environmental and asbestos, are adequate, there can be no assurance that circumstances will not change in future periods. It is difficult to predict future asbestos liabilities as events and circumstances may impact the estimate of our 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.
Pensions
Pension benefit obligations and net periodic pension costs are calculated using many actuarial assumptions. Two key assumptions used in accounting for pension liabilities and expenses are the discount rate and expected rate of return on plan assets. The discount rate is determined based on the yield on a portfolio of high quality bonds, constructed to provide cash flows necessary to meet our pension plans' expected future benefit payments, as determined for the accumulated benefit obligation. 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. As ofDecember 31, 2020 , the unrecognized actuarial losses included in accumulated other comprehensive loss decreased slightly from the prior year-end due primarily to the favorable performance of pension plan assets and the inclusion of a curtailment gain associated with the elimination of benefit accruals for future service as a result of a plan amendment for our remaining active pension plans. These items were mostly offset by a decrease in the discount rate. A 25 basis point change in the discount rate would result in an estimated change to the accumulated benefit obligation of approximately$135 million and would not have a material impact on 2021 pension expense. A decrease in the expected rate of return on plan assets would increase pension expense. The estimated impact of a 25 basis point change in the expected rate of return on plan assets is a change of approximately$8 million to 2021 pension expense. Income Taxes We are subject to income taxes in both theU.S. and numerous foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and evaluating our income tax positions. When recording an interim worldwide provision for income taxes, an estimated effective tax rate for the year is applied to interim operating results. In the event there is a significant or unusual item recognized in the quarterly operating results, the tax attributable to that item is separately calculated and recorded in the same quarter. Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed. We evaluate the realizability of deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. A number of years may elapse before a tax return containing tax matters for which a reserve has been established is audited and finally resolved. For positions taken in a previously filed tax return or expected to be taken in a II-45 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) future tax return, we evaluate each position to determine whether it is more likely than not that the tax position will be sustained upon examination, based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is subject to a measurement assessment to determine the amount of benefit to recognize in the Consolidated Statement of Operations and the appropriate reserve to establish, if any. If a tax position does not meet the more-likely-than-not recognition threshold a tax reserve is established and no benefit is recognized. We evaluate our uncertain tax positions quarterly based on many factors, including, changes in tax laws and interpretations, information received from tax authorities, and other changes in facts and circumstances. Our income tax returns are routinely audited byU.S. federal and state as well as foreign tax authorities. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe that the reserve for uncertain tax positions of$308 million atDecember 31, 2020 is properly recorded. 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 following matters are not likely, in the aggregate, to result in a material adverse effect on our business, financial condition and results of operations. Litigation Relating to the Merger Beginning onFebruary 20, 2020 , three purported CBS stockholders filed separate derivative and/or putative class action lawsuits in theCourt of Chancery of the State of Delaware . OnMarch 31, 2020 , the Court consolidated the three lawsuits and appointed Bucks County Employees' Retirement Fund andInternational Union of Operating Engineers ofEastern Pennsylvania andDelaware as co-lead plaintiffs for the consolidated action. OnApril 14, 2020 , the lead plaintiffs filed a Verified Consolidated Class Action and Derivative Complaint (as used in this paragraph, the "Complaint") againstShari E. Redstone , NAI,Sumner M. Redstone National Amusements Trust , members of the CBS Board of Directors (comprised ofCandace K. Beinecke ,Barbara M. Byrne ,Gary L. Countryman ,Brian Goldner ,Linda M. Griego ,Robert N. Klieger ,Martha L. Minow ,Susan Schuman ,Frederick O. Terrell andStrauss Zelnick ), former CBS President and Acting Chief Executive OfficerJoseph Ianniello and nominal defendantViacomCBS Inc. The Complaint alleges breaches of fiduciary duties to CBS stockholders in connection with the negotiation and approval of the Agreement and Plan of Merger dated as ofAugust 13, 2019 , as amended onOctober 16, 2019 (the "Merger Agreement"). The Complaint also alleges waste and unjust enrichment in connection withMr. Ianniello's compensation. The Complaint seeks unspecified damages, costs and expenses, as well as other relief. OnJune 5, 2020 , the defendants filed motions to dismiss. OnJanuary 27, 2021 , the Court dismissed one disclosure claim, while allowing all other claims against the defendants to proceed. Discovery on the surviving claims will now proceed. 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. Beginning onNovember 25, 2019 , four purported Viacom stockholders filed separate putative class action lawsuits in theCourt of Chancery of the State of Delaware . OnJanuary 23, 2020 , the Court consolidated the four lawsuits. OnFebruary 6, 2020 , the Court appointedCalifornia Public Employees' Retirement System ("CalPERS") as lead plaintiff for the consolidated action. OnFebruary 28, 2020 , CalPERS, together with Park Employees' andRetirement Board Employees' Annuity and Benefit Fund of Chicago andLouis M. Wilen , filed a First Amended Verified Class Action Complaint (as used in this paragraph, the "Complaint") against NAI,NAI II -46 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts)Entertainment Holdings LLC ,Shari E. Redstone , the members of the Viacom special transaction committee of the Viacom Board of Directors (comprised ofThomas J. May ,Judith A. McHale ,Ronald L. Nelson andNicole Seligman ) and our President and Chief Executive Officer and director,Robert M. Bakish . The Complaint alleges breaches of fiduciary duties to Viacom stockholders in connection with the negotiation and approval of the Merger Agreement. The Complaint seeks unspecified damages, costs and expenses, as well as other relief. OnMay 22, 2020 , the defendants filed motions to dismiss. OnDecember 29, 2020 , the Court dismissed the claims againstMr. Bakish , while allowing the claims against the remaining defendants to proceed. Discovery on the surviving claims will now proceed. 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. Investigation-Related Matters As announced onAugust 1, 2018 , the CBS Board of Directors retained two law firms to conduct a full investigation of the allegations in press reports aboutCBS' former Chairman of the Board, President and Chief Executive Officer,Leslie Moonves ,CBS News and cultural issues at CBS. OnDecember 17, 2018 , the CBS Board of Directors announced the completion of its investigation, certain findings of the investigation and the CBS Board of Directors' determination, discussed below, with respect to the termination ofMr. Moonves' employment. We have received subpoenas from theNew York County District Attorney's Office and theNew 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 theUnited States Securities and Exchange Commission have also requested information about these matters, including with respect toCBS' 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. OnAugust 27, 2018 and onOctober 1, 2018 ,Gene Samit andJohn Lantz , respectively, filed putative class action lawsuits in theUnited 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. OnNovember 6, 2018 , the Court entered an order consolidating the two actions. OnNovember 30, 2018 , the Court appointedConstruction Laborers Pension Trust for Southern California as the lead plaintiff of the consolidated action. OnFebruary 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 of Directors. The consolidated action is stated to be on behalf of purchasers of CBS Class A Common Stock and Class B Common Stock betweenSeptember 26, 2016 andDecember 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. OnApril 12, 2019 , the defendants filed motions to dismiss this action, which the Court granted in part and denied in part onJanuary 15, 2020 . With the exception of one statement made byMr. Moonves at an industry event inNovember 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 OnSeptember 9, 2018 , CBS entered into a separation and settlement agreement and releases (the "Separation Agreement") withMr. Moonves , pursuant to whichMr. Moonves resigned as a director and as Chairman of the Board, President and Chief Executive Officer of CBS. InOctober 2018 , we contributed$120 million to a grantor II-47 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) trust pursuant to the Separation Agreement. OnDecember 17, 2018 , the CBS Board of Directors announced that, following its consideration of the findings of the investigation referred to above, it had determined that there were grounds to terminateMr. Moonves' employment for cause under his employment agreement with CBS. Any dispute related to the CBS Board of Directors' determination is subject to binding arbitration as set forth in the Separation Agreement. OnJanuary 16, 2019 ,Mr. Moonves commenced a binding arbitration proceeding with respect to this matter and the related CBS Board of Directors 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. Accordingly, no accrual for this matter has been made in our consolidated financial statements. Litigation Related to Television Station Owners OnSeptember 9, 2019 , the Company was added as a defendant in a multi-district putative class action lawsuit filed in theUnited States District Court for the Northern District of Illinois . The lawsuit was filed by parties that claim to have purchased broadcast television spot advertising beginning on or aboutJanuary 1, 2014 on television stations owned by one or more of the defendant television station owners and alleges the sharing of allegedly competitively sensitive information among such television stations in alleged violation of the Sherman Antitrust Act. The action, which names the Company among fourteen total defendants, seeks monetary damages, attorneys' fees, costs and interest as well as injunctions against the allegedly unlawful conduct. OnOctober 8, 2019 , the Company and other defendants filed a motion to dismiss the matter, which was denied by the court onNovember 6, 2020 . 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. 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 ofDecember 31, 2020 , we had pending approximately 30,710 asbestos claims, as compared with approximately 30,950 as ofDecember 31, 2019 and 31,570 as ofDecember 31, 2018 . During 2020, we received approximately 2,910 new claims and closed or moved to an inactive docket approximately 3,150 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 2020 and 2019 for settlement and defense of asbestos claims after insurance recoveries and net of tax were approximately$35 million and$58 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. II-48 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) 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 sufficient 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. Market Risk We are exposed to fluctuations in foreign currency exchange rates and interest rates and use derivative financial instruments to manage this exposure. In accordance with our policy, 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 Risk We conduct business in various countries outside theU.S. , resulting in exposure to movements in foreign exchange rates when translating from the foreign local currency to theU.S. dollar. In order to hedge anticipated cash flows in currencies such as the British Pound, the Euro, the Canadian Dollar and the Australian Dollar, foreign currency forward contracts, for periods generally up to 24 months, are used. Additionally, we designate forward contracts used to hedge committed and forecasted foreign currency transactions, including future production costs and programming obligations, 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. The change in fair value of the non-designated contracts is included in "Other items, net" in the Consolidated Statements of Operations. We manage the use of foreign exchange derivatives centrally. AtDecember 31, 2020 and 2019, the notional amount of all foreign currency contracts was$1.27 billion and$1.44 billion , respectively. For 2020,$740 million related to future production costs and$529 million related to our foreign currency balances and other expected foreign currency cash flows. 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. II-49 --------------------------------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Interest Risk Interest on commercial paper borrowings is exposed to risk related to movements in short-term interest rates. A 100 basis point change to the weighted average interest rate on commercial paper borrowings in 2020 would increase or decrease interest expense by approximately$4 million . In addition, interest rates on future long-term debt issuances are exposed to risk related to movements in long-term interest rates. Interest rate hedges may be used to modify both of these exposures at our discretion. There were no interest rate hedges outstanding atDecember 31, 2020 or 2019 but in the future we may use derivatives to manage our exposure to interest rates. AtDecember 31, 2020 , the carrying value of our outstanding notes and debentures was$19.61 billion and the estimated fair value was$24.5 billion . A 1% increase or decrease in interest rates would decrease or increase the fair value of our notes and debentures by approximately$1.61 billion and$3.28 billion , respectively. Credit Risk We continually monitor our positions 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 atDecember 31, 2020 or 2019, due to the wide variety of customers, markets and geographic areas to which our products and services are sold. Related Parties See Note 8 to the consolidated financial statements. Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted See Note 1 to the consolidated financial statements.
© Edgar Online, source